**EXHIBIT
      4.1**




EXECUTION
      COPY







MIDAMERICAN
      ENERGY COMPANY




AND




THE
      BANK
      OF NEW YORK TRUST COMPANY, N.A.,




as
      Trustee




Indenture




Dated
      as
      of October 1, 2006




Senior
      Debt Securities








**Reconciliation
      and tie between**


**the
      Trust Indenture Act of 1939**


**and
      Indenture,**


**dated
      as of October 1, 2006***













**Trust
              Indenture**
            
            **Indenture
              Section****Act
              Section**Section
                3.10(a)(1)
            
            6.09(a)(2)
            
            6.09(a)(3)
            
            Not
                Applicable(a)(4)
            
            Not
                Applicable(a)(5)
            
            6.08,
                6.10(b)
            
            6.08,
                6.10(c)
            
            Not
                ApplicableSection
                3.11(a)
            
            6.13(b)
            
            6.13Section
                3.12(a)
            
            7.01,
                7.02(a)(b)
            
            7.02(b)(c)
            
            7.03Section
                3.13(a)
            
            7.03(b)
            
            7.03(c)
            
            7.03(d)
            
            7.03Section
                3.14(a)
            
            7.04,
                10.05(b)
            
            Not
                Applicable(c)(1)
            
            1.02(c)(2)
            
            1.02(c)(3)
            
            Not
                Applicable(d)
            
            Not
                Applicable(e)
            
            1.02(f)
            
            Not
                ApplicableSection
                3.15(a)
            
            6.01(b)
            
            6.02(c)
            
            6.01(d)
            
            6.01(e)
            
            5.14Section
                3.16(a)
            
            1.01(a)(1)(A)
            
            5.12(a)(1)(B)
            
            5.13(a)(2)
            
            Not
                Applicable(b)
            
            5.08Section
                3.17(a)(1)
            
            5.03(a)(2)
            
            5.04(b)
            
            10.03Section
                3.18(a)
            
            1.07(c)
            
            1.07




*****  This
      table shall not, for any purpose, be deemed to be a part of the
      Indenture.





i


**Table
      of Contents**


**Page**




ARTICLE
      I.




DEFINITIONS
      AND OTHER


PROVISIONS
      OF GENERAL APPLICATION







Section
                1.01
            Definitions
            1Section
                1.02
            Compliance
                Certificates and Opinions
            9Section
                1.03
            Form
                of Documents Delivered to Trustee
            10Section
                1.04
            Acts
                of Holders; Record Dates
            10Section
                1.05
            Notices,
                Etc., to Trustee and Company
            12Section
                1.06
            Notice
                to Holders; Waiver
            12Section
                1.07
            Conflict
                with Trust Indenture Act
            13Section
                1.08
            Effect
                of Headings and Table of Contents
            13Section
                1.09
            Successors
                and Assigns
            13Section
                1.10
            Separability
                Clause
            13Section
                1.11
            Benefits
                of Indenture
            13Section
                1.12
            Governing
                Law
            13Section
                1.13
            Legal
                Holidays
            13Section
                1.14
            Waiver
                of Jury Trial
            14ARTICLE
                II.SECURITY
                FORMSSection
                2.01
            Forms
                of Securities
            14Section
                2.02
            Form
                of Trustee’s Certificate of Authentication
            14Section
                2.03
            Securities
                in Global Form
            15ARTICLE
                IIITHE
                SECURITIESSection
                3.01
            Amount
                Unlimited; Issuable in Series
            15Section 3.02
            Denominations
            17Section
                3.03
            Execution,
                Authentication, Delivery and Dating
            17Section
                3.04
            Temporary
                Securities
            19Section
                3.05
            Registration,
                Registration of Transfer and Exchange and Book-Entry
                Securities
            19Section
                3.06
            Mutilated,
                Destroyed, Lost and Stolen Securities
            22Section
                3.07
            Payment
                of Interest; Interest Rights Preserved
            23Section
                3.08
            Persons
                Deemed Owners
            24Section
                3.09
            Cancellation
            24Section
                3.10
            Computation
                of Interest
            24Section
                3.11
            CUSIP
                Numbers
            24




ii





ARTICLE
                IVSATISFACTION
                AND DISCHARGESection
                4.01
            Satisfaction
                and Discharge of Indenture
            25Section
                4.02
            Application
                of Trust Money
            26ARTICLE
                VEVENTS
                OF DEFAULT; REMEDIESSection
                5.01
            Events
                of Default
            26Section
                5.02
            Acceleration
                of Maturity; Rescission and Annulment
            28Section
                5.03
            Collection
                of Indebtedness and Suits for Enforcement by Trustee
            30Section
                5.04
            Trustee
                May File Proofs of Claim
            31Section
                5.05
            Trustee
                May Enforce Claims Without Possession of Securities
            31Section
                5.06
            Application
                of Money Collected
            31Section
                5.07
            Limitation
                on Suits
            32Section
                5.08
            Unconditional
                Right of Holders to Receive Principal, Premium and
                Interest
            32Section
                5.09
            Restoration
                of Rights and Remedies
            33Section
                5.10
            Rights
                and Remedies Cumulative
            33Section
                5.11
            Delay
                or Omission Not Waiver
            33Section
                5.12
            Control
                by Holders
            33Section
                5.13
            Waiver
                of Defaults
            34Section
                5.14
            Undertaking
                for Costs
            35Section
                5.15
            Waiver
                of Stay or Extension Laws
            35ARTICLE
                VI.THE
                TRUSTEESection
                6.01
            Certain
                Duties and Responsibilities
            35Section
                6.02
            Notice
                of Defaults
            36Section
                6.03
            Certain
                Rights of Trustee
            37Section
                6.04
            Not
                Responsible for Recitals or Issuance of Securities
            38Section
                6.05
            May
                Hold Securities
            38Section
                6.06
            Money
                Held in Trust
            39Section
                6.07
            Compensation
                and Reimbursement
            39Section
                6.08
            Disqualification;
                Conflicting Interests
            39Section
                6.09
            Corporate
                Trustee Required; Eligibility
            40Section
                6.10
            Resignation
                and Removal; Appointment of Successor
            40Section
                6.11
            Acceptance
                of Appointment by Successor
            41Section
                6.12
            Merger,
                Conversion, Consolidation or Succession to Business
            42Section
                6.13
            Preferential
                Collection of Claims Against Company
            43Section
                6.14
            Appointment
                of Authenticating Agent
            43





iii





ARTICLE
                VII.HOLDERS’
                LISTS AND REPORTSBY
                TRUSTEE AND COMPANYSection
                7.01
            Company
                to Furnish Trustee Names and Addresses of Holders
            44Section
                7.02
            Preservation
                of Information; Communications to Holders
            45Section
                7.03
            Reports
                by Trustee
            45Section
                7.04
            Reports
                by Company
            45Section
                7.05
            Holders’
                Meetings
            46ARTICLE
                VIII.CONSOLIDATION,
                MERGER,CONVEYANCE,
                TRANSFER OR LEASESection
                8.01
            Company
                May Consolidate, Etc., Only on Certain Terms
            48Section
                8.02
            Successor
                Substituted
            48ARTICLE
                IXSUPPLEMENTAL
                INDENTURESSection
                9.01
            Supplemental
                Indentures Without Consent of Holders
            49Section
                9.02
            Supplemental
                Indentures With Consent of Holders
            50Section
                9.03
            Execution
                of Supplemental Indentures
            50Section
                9.04
            Effect
                of Supplemental Indentures
            51Section
                9.05
            Conformity
                with Trust Indenture Act
            51Section
                9.06
            Reference
                in Securities to Supplemental Indentures
            51Section
                9.07
            Notice
                of Supplemental Indenture
            51ARTICLE
                X.COVENANTSSection
                10.01
            Payment
                of Principal, Premium and Interest
            51Section
                10.02
            Maintenance
                of Office or Agency
            52Section
                10.03
            Money
                for Securities Payments to Be Held in Trust
            52Section
                10.04
            Corporate
                Existence
            53Section
                10.05
            Notice
                of Defaults
            53Section
                10.06
            Waiver
                of Certain Covenants
            54Section
                10.07
            Limitation
                upon Mortgages and Liens
            54





ARTICLE
                XIREDEMPTION
                OF SECURITIESSection
                11.01
            Applicability
                of Article
            54Section
                11.02
            Election
                to Redeem; Notice to Trustee
            54Section
                11.03
            Selection
                by Trustee of Securities to Be Redeemed
            55Section
                11.04
            Notice
                of Redemption
            55




iv




Section
                11.05
            Deposit
                of Redemption Price
            56Section
                11.06
            Securities
                Payable on Redemption Date
            56Section
                11.07
            Securities
                Redeemed in Part
            57ARTICLE
                XIISINKING
                FUNDSSection
                12.01
            Applicability
                of Article
            57Section
                12.02
            Satisfaction
                of Mandatory Sinking Fund Payments with Securities
            57Section
                12.03
            Redemption
                of Securities for Mandatory Sinking Fund
            58ARTICLE
                XIIIREPAYMENT
                OF SECURITIESAT
                OPTION OF HOLDERSSection
                13.01
            Applicability
                of Article
            58Section
                13.02
            Notice
                of Repayment Date
            58Section
                13.03
            Deposit
                of Repayment Price
            59Section
                13.04
            Securities
                Payable on Repayment Date
            59Section
                13.05
            Securities
                Repaid in Part
            59ARTICLE
                XIVDEFEASANCE
                AND COVENANT DEFEASANCESection
                14.01
            Applicability
                of Article; Company’s Option to Effect Defeasance or Covenant
                Defeasance
            60Section
                14.02
            Defeasance
                and Discharge
            60Section
                14.03
            Covenant
                Defeasance
            60Section
                14.04
            Conditions
                to Defeasance or Covenant Defeasance
            61Section
                14.05
            Deposited
                Money and U.S. Government Obligations to be Held in Trust; Other
                Miscellaneous Provisions
            63Section
                14.06
            Reinstatement
            63ARTICLE
                XVIMMUNITY
                OF INCORPORATORS,STOCKHOLDERS,
                OFFICERS AND DIRECTORSSection
                15.01
            Immunity
                of Incorporators, Stockholders, Officers and Directors
            64




v





INDENTURE,
      dated as of October 1, 2006, between MIDAMERICAN ENERGY COMPANY, a
      corporation duly organized and existing under the laws of the State of Iowa
      (herein called the “ Company ”),
      having its principal office at 666 Grand Avenue, Des Moines, Iowa 50303, and
      THE
      BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association duly
      organized and existing under the laws of the United States, as Trustee (herein
      called the “ Trustee ”),
      having its Corporate Trust Office at 2 N. LaSalle Street, Suite 1020, Chicago,
      Illinois 60602.




RECITALS
      OF THE COMPANY




The
      Company has duly authorized the execution and delivery of this Indenture to
      provide for the issuance from time to time of its unsubordinated debentures,
      notes or other evidences of indebtedness (herein called the “ Securities ”),
      to be
      issued in one or more series as in this Indenture provided.




All
      things necessary to make this Indenture a valid agreement of the Company, in
      accordance with its terms, have been done.




NOW,
      THEREFORE, THIS INDENTURE WITNESSETH:




For
      and
      in consideration of the premises and the purchase of the Securities by the
      Holders thereof, it is mutually covenanted and agreed, for the equal and
      proportionate benefit of all Holders of the Securities or of any series thereof,
      as follows:




ARTICLE
      I.




DEFINITIONS
      AND OTHER


PROVISIONS
      OF GENERAL APPLICATION




Section
      1.01  Definitions .




For
      all
      purposes of this Indenture, except as otherwise expressly provided or unless
      the
      context otherwise requires:




(1)  the
      terms
      defined in this Article have the meanings assigned to them in this Article
      and
      include the plural as well as the singular;




(2)  all
      other
      terms used herein which are defined in the Trust Indenture Act, either directly
      or by reference therein, have the meanings assigned to them
      therein;




(3)  all
      accounting terms not otherwise defined herein have the meanings assigned to
      them
      in accordance with generally accepted accounting principles;




(4)  the
      words
“herein,” “hereof” and “hereunder” and other words of similar import refer to
      this Indenture as a whole and not to any particular Article, Section or other
      subdivision.




Certain
      terms, used principally in Article VI, are defined in that Article.









“ Act ,”
when
      used with respect to any Holder, has the meaning specified in Section
      1.04.




“ Affiliate ”
of
      any
      specified Person means any other Person directly or indirectly controlling
      or
      controlled by or under direct or indirect common control with such specified
      Person. For the purposes of this definition, “control,” when used with respect
      to any specified Person, means the power to direct the management and policies
      of such Person, directly or indirectly, whether through the ownership of voting
      securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.




“ Authenticating
      Agent ”
means
      any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf
      of the Trustee to authenticate Securities of one or more series.




“ Authorized
      Newspaper ”
means
      a
      newspaper of general circulation in the relevant area, printed in the English
      language and customarily published on each Business Day therein.




“ Board
      of Directors ”
means
      either the board of directors of the Company or any duly authorized committee
      of
      that board or any director or directors and/or officer or officers of the
      Company to whom that board or committee shall have duly delegated its
      authority.




“ Board
      Resolution ”
means
      a
      copy of a resolution certified by the Secretary or an Assistant Secretary of
      the
      Company to have been duly adopted by the Board of Directors and to be in full
      force and effect on the date of such certification, and delivered to the
      Trustee.




“ Business
      Day ,”
when
      used with respect to any Place of Payment, means each Monday, Tuesday,
      Wednesday, Thursday and Friday which is not a day on which banking institutions
      in that Place of Payment are authorized or obligated by law or executive order
      to close.




“ Capital
      Stock ,”
as
      applied to the stock of any corporation, means the capital stock of every class
      whether now or hereafter authorized, regardless of whether such capital stock
      shall be limited to a fixed sum or percentage with respect to the rights of
      the
      holders thereof to participate in dividends and in the distribution of assets
      upon the voluntary or involuntary liquidation, dissolution or winding up of
      such
      corporation.




“ Commission ”
means
      the Securities and Exchange Commission, as from time to time constituted,
      created under the Securities Exchange Act of 1934, as amended or, if at any
      time
      after the execution of this Indenture such Commission is not existing and
      performing the duties now assigned to it under the Trust Indenture Act, then
      the
      body performing such duties at such time.




“ Common
      Shareholders’ Equity ”
means,
      at any time, the total shareholders’ equity of the Company and its consolidated
      subsidiaries, determined on a consolidated basis in accordance with generally
      accepted accounting principles, as of the end of the most recently completed
      fiscal quarter of the Company for which financial information is then available.




“ Company ”
means
      the Person named as the “Company” in the first paragraph of this Indenture until
      a successor corporation shall have become such pursuant to the applicable
      provisions of this Indenture, and thereafter “Company” shall mean such successor
      corporation.




2




“ Company
      Request ”
or
      “ Company
      Order ”
means
      a
      written request or order signed in the name of the Company by its Chairman
      of
      the Board, its President or a Vice President, and by its Treasurer, an Assistant
      Treasurer, its Secretary or an Assistant Secretary, and delivered to the
      Trustee.




“ Corporate
      Trust Office ”
means
      the principal corporate trust office of the Trustee at which, at any particular
      time, its corporate trust business shall be administered, which office at the
      date hereof is located at 2 N. LaSalle Street, Suite 1020, Chicago, Illinois
      60602, Attn: Corporate Trust Administration.




“ Corporation ”
      includes corporations, associations, companies and business trusts.




“ Debt ”
means,
      with respect to any Person, (a) any liability of such Person (i) for borrowed
      money or (ii) evidenced by a bond, note, debenture or similar instrument
      (including purchase money obligations but excluding trade payables), or (iii)
      for the payment of money relating to a lease that is required to be classified
      as a capitalized lease obligation in accordance with generally accepted
      accounting principles; (b) any liability of others described in the preceding
      clause (a) that such Person has guaranteed, that is recourse to such Person
      or
      that is otherwise such Person’s legal liability; and (c) any amendment,
      supplement, modification, deferral, renewal, extension or refunding of any
      liability of the types referred to in clauses (a) and (b) above.




“ Defaulted
      Interest ”
has
      the
      meaning specified in Section 3.07.




“ Depositary ”
means,
      with respect to the Securities of any series issuable or issued in the form
      of a
      Global Security, a clearing agency registered under the Securities Exchange
      Act
      of 1934, as amended, or any successor thereto, which shall in either case be
      designated by the Company pursuant to Section 3.01 or 3.05 until a successor
      Depositary shall have become such pursuant to the applicable provisions of
      this
      Indenture, and thereafter “Depositary” shall mean or include each Person who is
      then a Depositary hereunder, and if at any time there is more than one such
      Person, “Depositary” as used with respect to the Securities of any such series
      shall mean the Depositary with respect to the Securities of that
      series.




“ ERISA ”
means
      the Employee Retirement Income Security Act of 1974, as amended, including
      the
      regulations and published interpretations thereunder.




“ Event
      of Default ”
has
      the
      meaning specified in Section 5.01.




“ generally
      accepted accounting principles ”
or
      “ GAAP ”
means,
      as of any date of computation, generally accepted accounting principles in
      the
      United States, consistently applied, that are in effect on the date of such
      computation.




“ Global
      Security or Securities ”
means
      one or more fully registered Securities in global form evidencing all or a
      part
      of a series of Securities issued to the Depositary for such series or its
      nominee or registered in the name of the Depositary or its nominee.




“ Holder ”
means
      a
      Person in whose name a Security is registered in the Security
      Register.




3




“ Indenture ”
means
      this instrument as originally executed or as it may from time to time be
      supplemented or amended by one or more indentures supplemental hereto entered
      into pursuant to the applicable provisions hereof and shall include the terms
      of
      particular series of Securities established as contemplated by Section
      3.01.




“ Independent
      Investment Banker ”
means
      one of the Reference Treasury Dealers appointed by the Trustee after
      consultation with the Company.




“ interest ,”
when
      used with respect to an Original Issue Discount Security which by its terms
      bears interest only after Maturity, means interest payable after
      Maturity.




“ Interest
      Payment Date ,”
when
      used with respect to any Security, means the Stated Maturity of an installment
      of interest on such Security.




“ Loan
      Document ”
has
      the
      meaning specified in Section 5.01(5).




“ Maturity ,”
when
      used with respect to any Security, means the date on which the principal of
      such
      Security or an installment of principal becomes due and payable as therein
      or
      herein provided, whether at the Stated Maturity or by declaration of
      acceleration, call for redemption or by repayment or otherwise.




“ Midwest
      Power Indenture ”
means
      the General Mortgage Indenture and Deed of Trust, dated as of January 1, 1993,
      between Midwest Power Systems Inc. and Morgan Guaranty Trust Company of New
      York, trustee (Harris Trust and Savings Bank, successor trustee, succeeded
      by
      BNY Midwest Trust Company, as successor trustee), and indentures supplemental
      thereto.




“ Notice
      of Default ”
has
      the
      meaning specified in Section 5.01(4).




“ Officers’
      Certificate ”
means
      a
      certificate signed by at least two officers of the Company, one signature being
      that of the Chairman of the Board, the Vice Chairman of the Board, the President
      or a Vice President, and the other signature being that of the Treasurer, an
      Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company,
      and delivered to the Trustee.




“ Opinion
      of Counsel ”
means
      a
      written opinion of counsel, who may be counsel for the Company.




“ Original
      Issue Discount Security ”
means
      any Security which provides for an amount less than the principal amount thereof
      to be due and payable upon a declaration of acceleration of the Maturity thereof
      pursuant to Section 5.02.




“ Outstanding ,”
when
      used with respect to Securities, means, as of the date of determination, all
      Securities theretofore authenticated and delivered under this Indenture,
      except:




(i)  Securities
      theretofore canceled by the Trustee or delivered to the Trustee for
      cancellation;




(ii)  Securities
      for whose payment or redemption money in the necessary amount has been
      theretofore deposited with the Trustee or any Paying Agent (other than the
      Company) in trust or set aside and segregated in trust by the Company (if the
      Company shall act as its own Paying Agent) for the Holders of such Securities; *provided* that, if
      such Securities are to be redeemed, notice of such redemption has been duly
      given pursuant to this Indenture or provision therefor satisfactory to the
      Trustee has been made;




4




(iii)  Securities
      which have been paid pursuant to Section 3.06 or in exchange for or in lieu
      of
      which other Securities have been authenticated and delivered pursuant to this
      Indenture, other than any such Securities in respect of which there shall have
      been presented to the Trustee proof satisfactory to it that such Securities
      are
      held by a bona fide purchaser in whose hands such Securities are valid
      obligations of the Company; and




(iv) Securities
      with respect to which the Company has effected defeasance as provided in Article
      XIV;




*provided,
      however,* that in
      determining whether the Holders of the requisite principal amount of the
      Outstanding Securities have given any request, demand, authorization, direction,
      notice, consent or waiver hereunder, (a) the principal amount of an Original
      Issue Discount Security that shall be deemed to be Outstanding shall be the
      amount of the principal thereof that would be due and payable as of the date
      of
      such determination upon a declaration of acceleration of the Maturity thereof
      pursuant to Section 5.02, and (b) Securities owned by the Company or any other
      obligor upon the Securities or any Affiliate of the Company or of such other
      obligor shall be disregarded and deemed not to be Outstanding, except that,
      in
      determining whether the Trustee shall be protected in relying upon any such
      request, demand, authorization, direction, notice, consent or waiver, only
      Securities which the Trustee knows to be so owned shall be so disregarded.
      Securities so owned which have been pledged in good faith may be regarded as
      Outstanding if the pledgee establishes to the satisfaction of the Trustee the
      pledgee’s right so to act with respect to such Securities and that the pledgee
      is not the Company or any other obligor upon the Securities or any Affiliate
      of
      the Company or of such other obligor.




“ Paying
      Agent ”
means
      any Person authorized by the Company to pay the principal of (and premium,
      if
      any) or interest on any Securities on behalf of the Company.




“ Permitted
      Encumbrances ”
      means:




(a)  (i)
      any
      mortgage, pledge or other lien or encumbrance on any property hereafter acquired
      or constructed by the Company or a Subsidiary, or on which property so
      constructed is located, and created prior to, contemporaneously with or within
      360 days after, such acquisition or construction or the commencement of
      commercial operation of such property to secure or provide for the payment
      of
      any part of the purchase or construction price of such property, or (ii) any
      property subject to any mortgage, pledge, or other lien or encumbrance upon
      such
      property existing at the time of acquisition thereof by the Company or any
      Subsidiary, whether or not assumed by the Company or such Subsidiary, or (iii)
      any mortgage, pledge or other lien or encumbrance existing on the property,
      shares of stock, membership interests or indebtedness of a corporation or
      limited liability company at the time such corporation or limited liability
      company shall become a Subsidiary or any pledge of the shares of stock or
      membership interests of such corporation or limited liability company prior
      to,
      contemporaneously with or within 360 days after such corporation or limited
      liability company shall become a Subsidiary to secure or provide for the payment
      of any part of the purchase price of such stock or membership interests, or
      (iv)
      any conditional sales agreement or other title retention agreement with respect
      to any property hereafter acquired or constructed; *provided* that, in
      the case of clauses (i) through (iv), the lien of any such mortgage, pledge
      or
      other lien does not spread to property owned prior to such acquisition or
      construction or to other property thereafter acquired or constructed other
      than
      additions to such acquired or constructed property and other than property
      on
      which property so constructed is located; and *provided,
      further* ,
      that if
      a firm commitment from a bank, insurance company or other lender or investor
      (not including the Company, a Subsidiary or an Affiliate of the Company) for
      the
      financing of the acquisition or construction of property is made prior to,
      contemporaneously with or within the 360-day period hereinabove referred to,
      the
      applicable mortgage, pledge, lien or encumbrance shall be deemed to be permitted
      by this clause (a) whether or not created or assumed within such
      period;




5




(b)  any
      mortgage, pledge or other lien or encumbrance created for the sole purpose
      of
      extending, renewing or refunding any mortgage, pledge, lien or encumbrance
      permitted by clause (a) of this definition; *provided,
      however* ,
      that
      the principal amount of indebtedness secured thereby shall not exceed the
      principal amount of indebtedness so secured at the time of such extension,
      renewal or refunding and that such extension, renewal or refunding mortgage,
      pledge, lien or encumbrance shall be limited to all or any part of the same
      property that secured the mortgage, pledge or other lien or encumbrance
      extended, renewed or refunded;




(c)  liens
      for
      taxes or assessments or governmental charges or levies not then due and
      delinquent or the validity of which is being contested in good faith, and
      against which an adequate reserve has been established; liens on any property
      created in connection with pledges or deposits to secure public or statutory
      obligations or to secure performance in connection with bids or contracts;
      materialmen’s, mechanics’, carrier’s, workmen’s, repairmen’s or other like
      liens; or liens on any property created in connection with deposits to obtain
      the release of such liens; liens on any property created in connection with
      deposits to secure surety, stay, appeal or customs bonds; liens created by
      or
      resulting from any litigation or legal proceeding which is currently being
      contested in good faith by appropriate proceedings; leases and liens, rights
      of
      reverter and other possessory rights of the lessor thereunder; zoning
      restrictions, easements, rights-of-way or other restrictions on the use of
      real
      property or minor irregularities in the title thereto; and any other liens
      and
      encumbrances similar to those described in this clause (c), the existence of
      which, in the opinion of the board of directors of the Company, does not
      materially impair the use by the Company or a Subsidiary of the affected
      property in the operation of the business of the Company or a Subsidiary, or
      the
      value of such property for the purposes of such business;




(d)  any
      mortgage, pledge or other lien or encumbrance created after October 1, 2006
      on
      any property leased to or purchased by the Company or a Subsidiary after that
      date and securing, directly or indirectly, obligations issued by a State, a
      territory or a possession of the United States, or any political subdivision
      of
      any of the foregoing, or the District of Columbia, to finance the cost of
      acquisition or cost of construction of such property; *provided* that the
      interest paid on such obligations is entitled to be excluded from gross income
      of the recipient pursuant to Section 103(a)(1) of the Internal Revenue Code
      of
      1986, as amended (or any successor to such provision), as in effect at the
      time
      of the issuance of such obligations;




6




(e)  any
      mortgage, pledge or other lien or encumbrance on any property now owned or
      hereafter acquired or constructed by the Company or a Subsidiary, or on which
      property so owned, acquired or constructed is located, to secure or provide
      for
      the payment of any part of the construction price or cost of improvements of
      such property, and created prior to, contemporaneously with or within 360 days
      after, such construction or improvement; *provided* that if
      a firm commitment from a bank, insurance company or other lender or investor
      (not including the Company, a Subsidiary or an Affiliate of the Company) for
      the
      financing of the acquisition or construction of property is made prior to,
      contemporaneously with or within the 360-day period hereinabove referred to,
      the
      applicable mortgage, pledge, lien or encumbrance shall be deemed to be permitted
      by this clause (e) whether or not created or assumed within such period;
      and




(f)  any
      mortgage, pledge or other lien or encumbrance not otherwise described in clauses
      (a) through (e); *provided* that the
      aggregate amount of indebtedness secured by all such mortgages, pledges, liens
      or encumbrances does not exceed the greater of $100,000,000 or 10% of Common
      Shareholders’ Equity.”




“ Person ”
means
      any individual, corporation, limited liability company, partnership, joint
      venture, association, joint-stock company, trust, unincorporated organization
      or
      government or any agency or political subdivision thereof.




“ Place
      of Payment ,”
when
      used with respect to the Securities of any series, means the place or places
      where the principal of (and premium, if any) and interest on the Securities
      of
      that series are payable as specified as contemplated by Section
      3.01.




“ Predecessor
      Security ”
of
      any
      particular Security means every previous Security evidencing all or a portion
      of
      the same debt as that evidenced by such particular Security; and, for the
      purposes of this definition, any Security authenticated and delivered under
      Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or
      stolen Security shall be deemed to evidence the same debt as the mutilated,
      destroyed, lost or stolen Security.




“ Principal
      Facility ”
means
      the real property, fixtures, machinery and equipment relating to any facility
      owned by the Company or any Subsidiary, except any facility that is not of
      material importance to the business conducted by the Company and its
      Subsidiaries, taken as a whole.




“ Redemption
      Date ,”
when
      used with respect to any Security to be redeemed, means the date fixed for
      such
      redemption by or pursuant to this Indenture.




“ Redemption
      Price ,”
when
      used with respect to any Security to be redeemed, means the price at which
      it is
      to be redeemed pursuant to this Indenture.




“ Reference
      Treasury Dealer ”
means
      each of Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc.
      and
      their respective successors; *provided,
      however,* that if
      any of the foregoing shall cease to be a primary U.S. Government securities
      dealer in New York City (a “ Primary
      Treasury Dealer ”),
      the
      Company shall substitute therefor another Primary Treasury Dealer.




7




“ Reference
      Treasury Dealer Quotations ”
means,
      with respect to each Reference Treasury Dealer and any redemption date, the
      average, as determined by the Trustee, of the bid and asked prices for the
      Comparable Treasury Issue (expressed in each case as a percentage of its
      principal amount) quoted in writing to the Trustee by such Reference Treasury
      Dealer by 5:00 p.m. on the third Business Day preceding such redemption
      date.




“ Regular
      Record Date ”
for
      the
      interest payable on any Interest Payment Date on the Securities of any series
      means the date specified for that purpose as contemplated by Section
      3.01.




“ Regulated
      Subsidiary ”
means
      any Subsidiary which owns or operates facilities used for the generation,
      transmission or distribution of electric energy and is subject to the
      jurisdiction of any governmental authority of the United States or any state
      or
      political subdivision thereof, as to any of its: rates; services; accounts;
      issuances of securities; affiliate transactions; or construction, acquisition
      or
      sale of any such facilities, except that any “exempt wholesale generator”, as
      defined in 15 USC 79z-5a(a)(1), “qualifying facility”, as defined in 18 CFR
      292.101(b)(1), “foreign utility company”, as defined in 15 USC 79z-5b(a)(3), and
“power marketer”, as defined in NORTHWEST POWER MARKETING COMPANY, L.L.C., 75
      FERC PARA 61,281, shall not be a Regulated Subsidiary.




“ Repayment
      Date” means,
      when used with respect to any Security to be repaid at the option of the Holder,
      the date fixed for such repayment by or pursuant to this Indenture.




“ Repayment
      Price ”
means,
      when used with respect to any Security to be repaid at the option of the Holder,
      the price at which it is to be repaid by or pursuant to this
      Indenture.




“ Responsible
      Officer ,”
when
      used with respect to the Trustee, means any officer of the Trustee customarily
      performing corporate trust functions who shall have direct responsibility for
      the administration of this Indenture.




“ Securities ”
has
      the
      meaning stated in the first recital of this Indenture and more particularly
      means any Securities authenticated and delivered under this
      Indenture.




“ Security
      Register ”
and
      “ Security
      Registrar ”
have
      the respective meanings specified in Section 3.05.




“ Special
      Record Date ”
for
      the
      payment of any Defaulted Interest means a date fixed by the Trustee pursuant
      to
      Section 3.07.




“ Stated
      Maturity ,”
when
      used with respect to any Security or any installment of principal thereof or
      interest thereon, means the date specified in such Security as the fixed date
      on
      which the principal or such installment of principal of (and premium, if any)
      or
      interest on such Security is due and payable.




“ Subsidiary ”
means
      a
      corporation or limited liability company more than 50% of the outstanding voting
      stock or voting membership interests of which is or are owned, directly or
      indirectly, by the Company or by one or more other Subsidiaries, or by the
      Company and one or more other Subsidiaries. For the purposes of this definition,
      (1) “voting stock” means stock which ordinarily has voting power for the
      election of directors, whether at all times or only so long as no senior class
      of stock has such voting power by reason of any contingency, and (2) “voting
      membership interests” means membership interests which ordinarily have voting
      power for the election of directors (or the equivalent thereof), whether at
      all
      times or only so long as no senior class of membership interests have such
      voting power by reason of any contingency.




8




“ Trustee ”
means
      the Person named as the “Trustee” in the first paragraph of this indenture until
      a successor Trustee shall have become such pursuant to the applicable provisions
      of this Indenture, and thereafter “Trustee” shall mean or include each Person
      who is then a Trustee hereunder, and if at any time there is more than one
      such
      Person, “Trustee” as used with respect to the Securities of any series shall
      mean the Trustee with respect to Securities of that series.




“ Trust
      Indenture Act ”
means
      the Trust Indenture Act of 1939 as in force at the date as of which this
      Indenture was executed; *provided,
      however,* that in
      the event the Trust Indenture Act of 1939 is amended after such date, “Trust
      Indenture Act” means, to the extent required by any such amendment, the Trust
      Indenture Act of 1939 as so amended.




“ United
      States ”
means
      the United States of America.




“ U.S.
      Government Obligations ”
has
      the
      meaning specified in Section 14.04.




“ Vice
      President ,”
when
      used with respect to the Company, means any vice president, whether or not
      designated by a number or a word or words added before or after the title “vice
      president.”




“ Wholly-Owned
      Subsidiary ”
means
      a
      Subsidiary of which all of the outstanding voting stock or voting membership
      interests (other than directors’ qualifying shares) is or are at the time,
      directly or indirectly, owned by the Company, or by one or more Wholly-Owned
      Subsidiaries of the Company or by the Company and one or more Wholly-Owned
      Subsidiaries.




Section
      1.02  Compliance
      Certificates and Opinions .




Upon
      any
      application or request by the Company to the Trustee to take any action under
      any provision of this Indenture, the Company shall furnish to the Trustee an
      Officers’ Certificate stating that all conditions precedent, if any, provided
      for in this Indenture relating to the proposed action have been complied with
      and an Opinion of Counsel stating that in the opinion of such counsel all such
      conditions precedent, if any, have been complied with, except that in the case
      of any such application or request as to which the furnishing of such documents
      is specifically required by any provision of this Indenture relating to such
      particular application or request, no additional certificate or opinion need
      be
      furnished.




Every
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture (other than the certificate provided for in
      Section 10.05) shall include:




(1)  a
      statement that each individual signing such certificate or opinion has read
      such
      covenant or condition and the definitions herein relating thereto;




9




(2)  a
      brief
      statement as to the nature and scope of the examination or investigation upon
      which the statements or opinions contained in such certificate or opinion are
      based;




(3)  a
      statement that, in the opinion of each such individual, he has made such
      examination or investigation as is necessary to enable him to express an
      informed opinion as to whether or not such covenant or condition has been
      complied with; and




(4)  a
      statement as to whether, in the opinion of each such individual, such condition
      or covenant has been complied with.




Section
      1.03  Form
      of Documents Delivered to Trustee .




In
      any
      case where several matters are required to be certified by, or covered by an
      opinion of, any specified Person, it is not necessary that all such matters
      be
      certified by, or covered by the opinion of, only one such Person, or that they
      be so certified or covered by only one document, but one such Person may certify
      or give an opinion with respect to some matters and one or more other such
      Persons as to other matters, and any such Person may certify or give an opinion
      as to such matters in one or several documents.




Any
      certificate or opinion of an officer of the Company may be based, insofar as
      it
      relates to legal matters, upon a certificate or opinion of, or representations
      by, counsel, unless such officer knows, or in the exercise of reasonable care
      should know, that the certificate or opinion or representations with respect
      to
      the matters upon which his certificate or opinion are based are erroneous.
      Any
      such certificate or Opinion of Counsel may be based, insofar as it relates
      to
      factual matters, upon a certificate or opinion of, or representations by, an
      officer or officers of the Company stating that the information with respect
      to
      such factual matters is in the possession of the Company, unless such counsel
      knows, or in the exercise of reasonable care should know, that the certificate
      or opinion or representations with respect to such matters are
      erroneous.




Where
      any
      Person is required to make, give or execute two or more applications, requests,
      consents, certificates, statements, opinions or other instruments under this
      Indenture, they may, but need not, be consolidated and form one
      instrument.




Section
      1.04  Acts
      of Holders; Record Dates .




(a)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Indenture to be given or taken by Holders may be
      embodied in and evidenced by one or more instruments of substantially similar
      tenor signed by such Holders in person or by an agent duly appointed in writing;
      and, except as herein otherwise expressly provided, such action shall become
      effective when such instrument or instruments are delivered to the Trustee
      and,
      where it is hereby expressly required, to the Company. Such instrument or
      instruments (and the action embodied therein and evidenced thereby) are herein
      sometimes referred to as the “ Act ”
of
      the
      Holders signing such instrument or instruments. Proof of execution of any such
      instrument or of a writing appointing any such agent shall be sufficient for
      any
      purpose of this Indenture and (subject to Section 6.01) conclusive in favor
      of
      the Trustee and the Company, if made in the manner provided in this
      Section.




10




(b)  The
      fact
      and date of the execution by any Person of any such instrument or writing may
      be
      proved by the affidavit of a witness of such execution or by a certificate
      of a
      notary public or other officer authorized by law to take acknowledgments of
      deeds, certifying that the individual signing such instrument or writing
      acknowledged to him the execution thereof. Where such execution is by a signer
      acting in a capacity other than his individual capacity, such certificate or
      affidavit shall also constitute sufficient proof of his authority. The fact
      and
      date of the execution of any such instrument or writing, or the authority of
      the
      Person executing the same, may also be proved in any other manner which the
      Trustee deems sufficient.




(c)  The
      ownership of Securities shall be proved by the Security Register.




(d)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      Act
      of the Holder of any Security shall bind every future Holder of the same
      Security and the Holder of every Security issued upon the registration of
      transfer thereof or in exchange therefor or in lieu thereof in respect of
      anything done, omitted or suffered to be done by the Trustee or the Company
      in
      reliance thereon, whether or not notation of such action is made upon such
      Security.




(e)  The
      Company may, in the circumstances permitted by the Trust Indenture Act, fix
      any
      day as the record date for the purpose of determining the Holders of Securities
      of any series entitled to give or take any request, demand, authorization,
      direction, notice, consent, waiver or other action, or to vote on any action,
      authorized or permitted to be given or taken by Holders of Securities of such
      series. If not set by the Company prior to the first solicitation of a Holder
      of
      Securities of such series made by any Person in respect of any such action,
      or
      in the case of any such vote, prior to such vote, the record date for any such
      action or vote shall be the 30th day (or, if later, the date of the most recent
      list of Holders required to be provided pursuant to Section 7.01) prior to
      such
      first solicitation or vote, as the case may be. With regard to any record date
      for action to be taken by the Holders of one or more series of Securities,
      only
      the Holders of Securities of such series on such date (or their duly designated
      proxies) shall be entitled to give or take, or vote on, the relevant
      action.




(f)  Without
      limiting the foregoing, a Holder entitled hereunder to take any action hereunder
      with regard to any particular Security may do so with regard to all or any
      part
      of the principal amount of such Security or by one or more duly appointed agents
      each of which may do so pursuant to such appointment with regard to all or
      any
      part of such principal amount. Any notice given or action taken by a Holder
      or
      its agents with regard to different parts of such principal amount pursuant
      to
      this paragraph shall have the same effect as if given or taken by separate
      Holders of each such different part.




(g)  Without
      limiting the generality of the foregoing, unless otherwise specified pursuant
      to
      Section 3.01 or pursuant to one or more indentures supplemental hereto, a
      Holder, including a Depositary that is the Holder of a Global Security, may
      make, give or take, by a proxy or proxies duly appointed in writing, any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided in this Indenture to be made, given or taken by Holders, and
      a
      Depositary that is the Holder of a Global Security may provide its proxy or
      proxies to the beneficial owners of interests in any such Global Security
      through such Depositary’s standing instructions and customary
      practices.




11




(h)  The
      Trustee shall fix a record date for the purpose of determining the Persons
      who
      are beneficial owners of interests in any Global Security held by a Depositary
      entitled under the procedures of such Depositary to make, give or take, by
      a
      proxy or proxies duly appointed in writing, any request, demand, authorization,
      direction, notice, consent, waiver or other action provided in this Indenture
      to
      be made, given or taken by Holders. If such a record date is fixed, the Holders
      on such record date or their duly appointed proxy or proxies, and only such
      Persons, shall be entitled to make, give or take such request, demand,
      authorization, direction, notice, consent, waiver or other action, whether
      or
      not such Holders remain Holders after such record date. No such request, demand,
      authorization, direction, notice, consent, waiver or other action shall be
      valid
      or effective if made, given or taken more than 90 days after such record
      date.




Section
      1.05  Notices,
      Etc., to Trustee and Company .




Any
      request, demand, authorization, direction, notice, consent, waiver or Act of
      Holders or other document provided or permitted by this Indenture to be made
      upon, given or furnished to, or filed with,




(1)  the
      Trustee by any Holder or by the Company shall be sufficient for every purpose
      hereunder if made, given, furnished or filed in writing to or with the Trustee
      at its Corporate Trust Office, Attention: Corporate
      Trust Administration, or




(2)  the
      Company by the Trustee or by any Holder shall be sufficient for every purpose
      hereunder (unless otherwise herein expressly provided) if in writing and mailed,
      first-class postage prepaid, to the Company addressed to it at the address
      of
      its principal office specified in the first paragraph of this Indenture,
      Attention: Secretary, or at any other address previously furnished in writing
      to
      the Trustee by the Company.




Section
      1.06  Notice
      to Holders; Waiver .




Where
      this Indenture provides for notice to Holders of any event, such notice shall
      be
      sufficiently given (unless otherwise herein expressly provided) if in writing
      and mailed, first-class postage prepaid, to each Holder affected by such event,
      at his address as it appears in the Security Register, not later than the latest
      date, and not earlier than the earliest date, prescribed for the giving of
      such
      notice. In any case where notice to Holders is given by mail, neither the
      failure to mail such notice, nor any defect in any notice so mailed, to any
      particular Holder shall affect the sufficiency of such notice with respect
      to
      other Holders. Any notice to a Holder which is mailed in the manner herein
      provided shall be conclusively presumed to have been duly given, whether or
      not
      such Holder receives such notice. Where this Indenture provides for notice
      in
      any manner, such notice may be waived in writing by the Person entitled to
      receive such notice, either before or after the event, and such waiver shall
      be
      the equivalent of such notice. Waivers of notice by Holders shall be filed
      with
      the Trustee, but such filing shall not be a condition precedent to the validity
      of any action taken in reliance upon such waiver.




In
      case,
      by reason of the suspension of or irregularities in regular mail service or
      by
      reason of any other cause, it shall be impracticable to give notice of any
      event
      to Holders by mail when such notice is required to be given pursuant to any
      provision of this Indenture, then such notification as shall be made with the
      approval of the Trustee shall constitute a sufficient notification for every
      purpose hereunder.




12




Section
      1.07  Conflict
      with Trust Indenture Act .




If
      any
      provision hereof limits, qualifies or conflicts with the duties imposed by
      any
      of Sections 3.10 through 3.17, inclusive, of the Trust Indenture Act through
      the
      operation of Section 3.18(c) thereof, such imposed duties shall control. If
      any
      provision of this Indenture modifies or excludes any provision of the Trust
      Indenture Act that may be so modified or excluded, the latter provision shall
      be
      deemed to apply to this Indenture as so modified or shall be deemed to be so
      excluded, as the case may be.




Section
      1.08  Effect
      of Headings and Table of Contents .




The
      Article and Section headings herein and the Table of Contents are for
      convenience only and shall not affect the construction hereof.




Section
      1.09  Successors
      and Assigns .




All
      covenants and agreements in this Indenture by the Company shall bind its
      successors and assigns, whether so expressed or not.




Section
      1.10  Separability
      Clause .




In
      case
      any provision in this Indenture or in the Securities shall be invalid, illegal
      or unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.




Section
      1.11  Benefits
      of Indenture .




Nothing
      in this Indenture or in the Securities, express or implied, shall give to any
      Person, other than the parties hereto and their successors hereunder, any Paying
      Agent and the Holders, any benefit or any legal or equitable right, remedy
      or
      claim under this Indenture; provided that this Section 1.11 shall not limit
      the
      rights of any Holder of a Global Security to give any notice or take any action,
      or appoint any agents, with regard to any part or different parts of the
      principal amount of such Global Security pursuant to Section 1.04.




Section
      1.12  Governing
      Law .




This
      Indenture and the Securities shall be governed by and construed in accordance
      with the laws of the State of New York and for all purposes shall be governed
      by
      and construed in accordance with the laws of said state without regard to the
      conflicts of laws and rules of said state.




Section
      1.13  Legal
      Holidays .




In
      any
      case where any Interest Payment Date, Redemption Date, Repayment Date, sinking
      fund payment date or Stated Maturity of any Security shall not be a Business
      Day
      at any Place of Payment, then (notwithstanding any other provision of this
      Indenture or of the Securities) payment of interest or principal (and premium,
      if any) need not be made on such date, but may be made on the next succeeding
      Business Day with the same force and effect as if made on the Interest Payment
      Date, Redemption Date, Repayment Date, sinking fund payment date or at the
      Stated Maturity, provided that no interest shall accrue for the period from
      and
      after such Interest Payment Date, Redemption Date, Repayment Date, sinking
      fund
      payment date or Stated Maturity, as the case may be.




13




Section
      1.14  Waiver
      of Jury Trial .




EACH
      OF
      THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
      PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
      PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE
      TRANSACTION CONTEMPLATED HEREBY.




ARTICLE
      II.




SECURITY
      FORMS




Section
      2.01  Forms
      of Securities .




The
      Securities of each series shall be in such form or forms (including global
      form)
      as shall be established by or pursuant to a Board Resolution or in one or more
      indentures supplemental hereto, in each case with such appropriate insertions,
      omissions, substitutions and other variations as are required or permitted
      by
      this Indenture, and may have such letters, numbers or other marks of
      identification and such legends or endorsements placed thereon as may be
      required to comply with any law or with any rules made pursuant thereto or
      the
      rules of any securities exchange or as may, consistently herewith, be determined
      by the officers executing such Securities, as evidenced by their execution
      of
      such Securities. If the form of Securities of any series is established by
      action taken pursuant to a Board Resolution, a copy of an appropriate record
      of
      such action shall be certified by the Secretary or an Assistant Secretary of
      the
      Company and delivered to the Trustee at or prior to the delivery of the Company
      Order contemplated by Section 3.03 for the authentication and delivery of such
      Securities.




The
      Trustee’s certificates of authentication shall be in substantially the form set
      forth in this Article.




The
      definitive Securities shall be printed, lithographed or engraved or may be
      produced in any other manner permitted by the rules of any securities exchange
      upon which the Securities may be listed and (with respect to Global Securities
      of any Series) the rules of the Depositary, all as determined by the officers
      executing such Securities, as evidenced by their execution of such
      Securities.




Section
      2.02  Form
      of Trustee’s Certificate of Authentication .




This
      is
      one of the Securities of the series designated therein referred to in the
      within-mentioned Indenture.




14




as
              TrusteeBy:Authorized Officer




Section
      2.03  Securities
      in Global Form .




If
      any
      Security of a series is issuable in global form, such Security may provide
      that
      it shall represent the aggregate amount of Outstanding Securities from time
      to
      time endorsed thereon and also may provide that the aggregate amount of
      Outstanding Securities represented thereby may from time to time be reduced
      to
      reflect exchanges. Any endorsement of a Security in global form to reflect
      the
      amount, or any increase or decrease in the amount, of Outstanding Securities
      represented thereby shall be made by the Trustee and in such manner as shall
      be
      specified in such Security. Any instructions by the Company with respect to
      a
      Security in global form, after its initial issuance, shall be in writing but
      need not comply with Section 1.02.




ARTICLE
      III.





THE
      SECURITIES




Section
      3.01  Amount
      Unlimited; Issuable in Series .




The
      aggregate principal amount of Securities which may be authenticated and
      delivered under this Indenture is unlimited.




The
      Securities may be issued in one or more series. All Securities of each series
      issued under this Indenture shall in all respects be equally and ratably
      entitled to the benefits hereof with respect to such series without preference,
      priority or distinction on account of the actual time of the authentication
      and
      delivery or Maturity of the Securities of such series. There shall be
      established in or pursuant to a Board Resolution, and, to the extent not set
      forth therein, set forth in an Officers’ Certificate, or established in one or
      more indentures supplemental hereto, prior to the issuance of Securities of
      any
      series:




(1)  the
      title
      of the Securities of the series including CUSIP Numbers (which shall distinguish
      the Securities of the series from all other series of Securities);




(2)  the
      price
      or prices (expressed as a percentage of the aggregate principal amount thereof)
      at which the Securities will be issued;




(3)  any
      limit
      upon the aggregate principal amount of the Securities of the series which may
      be
      authenticated and delivered under this Indenture (except for Securities
      authenticated and delivered upon registration of transfer of, or in exchange
      for, or in lieu of, other Securities of that series pursuant to Section 3.04,
      3.05, 3.06, 9.06, 11.06, 13.05 or 14.03);




15




(4)  the
      date
      or dates on which the principal and premium, if any, of the Securities of the
      series is payable;




(5)  the
      rate
      or rates (which may be fixed or variable), or the method of determination
      thereof, at which the Securities of the series shall bear interest, if any,
      the
      date or dates from which such interest shall accrue, the Interest Payment Dates
      on which such interest shall be payable and the Regular Record Date for the
      interest payable on any Interest Payment Date or, if the principal amount
      payable at the Stated Maturity of any of the Securities will not be determinable
      as of any one or more dates prior to the Stated Maturity, the amount which
      will
      be deemed to be such principal amount as of any such date for any purpose,
      including the principal amount thereof which will be due and payable upon any
      Maturity other than the Stated Maturity or which will be deemed to be
      Outstanding as of any such date (or, in any such case, the manner in which
      such
      deemed principal amount is to be determined);




(6)  if
      other
      than the Corporate Trust Office, the place or places where the principal of
      (and
      premium, if any) and interest on Securities of the series shall be
      payable;




(7)  the
      period or periods within which, the price or prices at which and the terms
      and
      conditions upon which Securities of the series may be redeemed, in whole or
      in
      part, at the option of the Company;




(8)  the
      obligation, if any, of the Company to redeem or purchase Securities of the
      series pursuant to any mandatory sinking fund or analogous provisions or at
      the
      option of a Holder thereof and the period or periods within which, the price
      or
      prices at which and the terms and conditions upon which Securities of the series
      shall be redeemed or purchased, in whole or in part, pursuant to such
      obligation;




(9)  if
      other
      than denominations of $1,000 and any integral multiple thereof, the
      denominations in which Securities of the series shall be issuable;




(10)  if
      other
      than the principal amount thereof, the portion of the principal amount of
      Securities of the series which shall be payable upon declaration of acceleration
      of the Maturity thereof pursuant to Section 5.02;




(11)  if
      the
      Securities of the series shall be issued in whole or in part in the form of
      a
      Global Security or Securities, the terms and conditions upon which such Global
      Security may be exchanged in whole or in part for other individual securities
      and the Depositary for such Global Security or Securities;




(12)  any
      addition to or change in the Events of Default which applies to any Securities
      of the series;




(13)  any
      addition to or change in the covenants set forth in Article X which applies
      to
      Securities of the series;




(14)  the
      nature and terms of the security for any secured Securities;




16




(15)  the
      form
      and terms of any guarantee of the Securities;




(16)  the
      application, if any, of Section 14.02 or 14.03 to the Securities of the series
      and any provisions in modification of, in addition to or in lieu of any of
      the
      provisions of Article XIV;




(17)  the
      listing of the Securities on any securities exchange or the inclusion in any
      other market or quotation or trading system;




(18)  any
      Trustee, Authenticating Agent, Paying Agent, issuing or transfer agent or
      Securities Registrar or any other Person appointed to act in connection with
      such Securities for or on behalf of the Holders thereof or the Company;
      and




(19)  any
      other
      terms of the series (which terms shall not be inconsistent with the provisions
      of this Indenture).




All
      Securities of any one series shall be substantially identical except as to
      denomination and except as may otherwise be provided in or pursuant to such
      Board Resolution and set forth in such Officers’ Certificate, to the extent
      applicable, or in any such indenture supplemental hereto. All Securities of
      any
      one series need not be issued at the same time and, unless otherwise provided,
      a
      series may be reopened, without the consent of the Holders, for issuance of
      additional Securities of such series.




If
      any of
      the terms of the series are established by action taken pursuant to a Board
      Resolution, a copy of an appropriate record of such action shall be certified
      by
      the Secretary or an Assistant Secretary of the Company and delivered to the
      Trustee at or prior to the delivery of the Board Resolution or the Officers’
Certificate setting forth the terms of the series.




Section
      3.02  Denominations .




The
      Securities of each series shall be issuable in registered form with or without
      coupons in such denominations as shall be specified as contemplated by Section
      3.01. In the absence of any such provisions with respect to the Securities
      of
      any series, the Securities of such series shall be issuable in denominations
      of
      $1,000 and any integral multiple thereof.




Section
      3.03  Execution,
      Authentication, Delivery and Dating .




The
      Securities shall be executed on behalf of the Company by its Chairman of the
      Board, its Vice Chairman of the Board, its President or one of its Vice
      Presidents. The signature of any of these officers on the Securities may be
      manual or facsimile.




Securities
      bearing the manual or facsimile signatures of individuals who were at any time
      the proper officers of the Company shall bind the Company, notwithstanding
      that
      such individuals or any of them have ceased to hold such offices prior to the
      authentication and delivery of such Securities or did not hold such offices
      at
      the date of such Securities.




At
      any
      time and from time to time after the execution and delivery of this Indenture,
      the Company may deliver Securities of any series executed by the Company to
      the
      Trustee for authentication, and the Trustee shall authenticate and deliver
      such
      Securities upon Company Order. If all the Securities of any one series are
      not
      to be originally issued at one time and if a Board Resolution relating to such
      Securities shall so permit, such Company Order may set forth procedures
      (acceptable to the Trustee) for the issuance and authentication of such
      Securities.




17




If
      the
      form or terms of the Securities of the series have been established in or
      pursuant to one or more Board Resolutions as permitted by Sections 2.01 and
      3.01, in authenticating such Securities, and accepting the additional
      responsibilities under this Indenture in relation to such Securities, the
      Trustee shall be provided with, and (subject to Section 6.01) shall be fully
      protected in relying upon, an Opinion of Counsel stating:




(a)  if
      the
      form of such Securities has been established by or pursuant to Board Resolution
      as permitted by Section 2.01, that such form has been established in conformity
      with the provisions of this Indenture;




(b)  if
      the
      terms of such Securities have been established by or pursuant to Board
      Resolution as permitted by Section 3.01, that such terms have been established
      in conformity with the provisions of this Indenture; and




(c)  that
      such
      Securities, when authenticated and delivered by the Trustee and issued by the
      Company in the manner and subject to any conditions specified in such Opinion
      of
      Counsel, will constitute valid and legally binding obligations of the Company
      enforceable in accordance with their terms, subject to bankruptcy, insolvency,
      fraudulent transfer, reorganization, moratorium and similar laws of general
      applicability relating to or affecting creditors’ rights and to general equity
      principles.




If
      such
      form or terms have been so established, the Trustee shall not be required to
      authenticate such Securities if the issue of such Securities pursuant to this
      Indenture will affect the Trustee’s own rights, duties or immunities under the
      Securities and this Indenture or otherwise in a manner which is not reasonably
      acceptable to the Trustee.




Notwithstanding
      the provisions of Section 3.01 and of the preceding paragraph, if all Securities
      of a series are not to be originally issued at one time, it shall not be
      necessary to deliver the Board Resolution or Officers’ Certificate otherwise
      required pursuant to Section 3.01 or the Company Order and Opinion of Counsel
      otherwise required pursuant to this Section 3.03 at or prior to the time of
      authentication of each Security of such series if such documents are delivered
      at or prior to the authentication upon original issuance of the first Security
      of such series to be issued and such documents reasonably contemplate the
      issuance of all Securities of such series.




Unless
      otherwise provided in the form of Security for any series, each Security shall
      be dated the date of its authentication.




No
      Security shall be entitled to any benefit under this Indenture or be valid
      or
      obligatory for any purpose unless there appears on such Security a certificate
      of authentication substantially in the form provided for herein executed by
      the
      Trustee by manual signature of an authorized officer, and such certificate
      upon
      any Security shall be conclusive evidence, and the only evidence, that such
      Security has been duly authenticated and delivered hereunder and is entitled
      to
      the benefits of this Indenture.




18




If
      the
      Company shall establish pursuant to Section 3.01 that the Securities of a series
      are to be issued in the form of one or more Global Securities, then the Company
      shall execute and the Trustee shall, in accordance with this Section and the
      Company Order with respect to such series, authenticate and deliver one or
      more
      Global Securities that (i) shall represent and shall be denominated in an amount
      equal to the aggregate principal amount of all of the Securities of such series
      having the same terms issued and not yet canceled, (ii) shall be registered
      in
      the name of the Depositary for such Global Security or Securities or the nominee
      of such Depositary, (iii) shall be delivered by the Trustee to such Depositary
      or pursuant to such Depositary’s instructions and (iv) shall bear a legend
      substantially to the following effect: “Unless and until it is exchanged in
      whole or in part for Securities in definitive registered form, this Security
      may
      not be transferred except as a whole by the Depositary to the nominee of the
      Depositary or by a nominee of the Depositary to the Depositary or another
      nominee of the Depositary or by the Depositary or any such nominee to a
      successor Depositary or a nominee of such successor Depositary.”




Section
      3.04  Temporary
      Securities .




Pending
      the preparation of definitive Securities of any series, the Company may execute,
      and upon Company Order the Trustee shall authenticate and deliver, temporary
      Securities which are printed, lithographed, typewritten, mimeographed or
      otherwise produced, in any authorized denomination, substantially of the tenor
      of the definitive Securities in lieu of which they are issued and with such
      appropriate insertions, omissions, substitutions and other variations as the
      officers executing such Securities may determine, as evidenced by their
      execution of such Securities. Every such temporary Security shall be executed
      by
      the Company and shall be authenticated and delivered by the Trustee upon the
      same conditions and in substantially the same manner, and with the same effect,
      as the definitive Security in lieu of which it is issued.




If
      temporary Securities of any series are issued, the Company will cause definitive
      Securities of that series to be prepared without unreasonable delay. After
      the
      preparation of definitive Securities of such series, the temporary Securities
      of
      such series shall be exchangeable for definitive Securities of such series
      upon
      surrender of the temporary Securities of such series at the office or agency
      of
      the Company in a Place of Payment for that series, without charge to the Holder.
      Upon surrender for cancellation of any one or more temporary Securities of
      any
      series the Company shall execute and the Trustee shall authenticate and deliver
      in exchange therefor a like principal amount of definitive Securities of the
      same series of authorized denominations. Until so exchanged the temporary
      Securities of any series shall in all respects be entitled to the same benefits
      under this Indenture as definitive Securities of such series.




Section
      3.05  Registration,
      Registration of Transfer and Exchange and Book-Entry Securities .




The
      Company shall cause to be kept at one of its offices or agencies maintained
      pursuant to Section 10.02 a register (the register maintained in such office
      being herein sometimes referred to as the “ Security
      Register ”)
      in
      which, subject to such reasonable regulations as it may prescribe, the Company
      shall provide for the registration of exchanges and transfers of Securities.
      The
      Person responsible for the maintenance of the Security Register is referred
      to
      herein as the “ Security
      Registrar .”
The
      Trustee is hereby initially appointed Security Registrar for the purpose of
      registering Securities and transfers of Securities as herein provided. The
      exchange of and the transfer of Securities also may be registered at the office
      of the Trustee.




19




Upon
      surrender for registration of transfer of any Security of any series at the
      office or agency in a Place of Payment for that series, the Company shall
      execute, and the Trustee shall authenticate and deliver, in the name of the
      designated transferee or transferees, one or more new Securities of the same
      series, of any authorized denominations and of a like aggregate principal
      amount.




At
      the
      option of the Holder, Securities of any series (except Global Securities) may
      be
      exchanged for other Securities of the same series (except Global Securities)
      of
      any authorized denominations and of a like aggregate principal amount, upon
      surrender of the Securities to be exchanged at such office or agency. Whenever
      any Securities are so surrendered for exchange, the Company shall execute,
      and
      the Trustee shall authenticate and deliver, the Securities which the Holder
      making the exchange is entitled to receive.




All
      Securities issued upon any registration of transfer or exchange of Securities
      shall be valid obligations of the Company, evidencing the same debt, and
      entitled to the same benefits under this Indenture, as the Securities
      surrendered upon such registration of transfer or exchange.




Every
      Security presented or surrendered for registration of transfer or for exchange
      shall (if so required by the Company or the Security Registrar) be duly
      endorsed, or be accompanied by a written instrument of transfer in form
      satisfactory to the Company and the Security Registrar duly executed, by the
      Holder thereof or his attorney duly authorized in writing.




No
      service charge shall be made for any registration of transfer or exchange of
      Securities, but the Company may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      registration of transfer or exchange of Securities, other than exchanges
      pursuant to Section 3.04, 9.06, 11.06, 13.05 or 14.03 not involving any
      transfer.




The
      Company shall not be required (i) to issue, register the transfer of or exchange
      Securities of any series during a period beginning at the opening of business
      15
      days before the day of the mailing of a notice of redemption of Securities
      of
      that series selected for redemption under Section 11.02 and ending at the close
      of business on the day of such mailing, or (ii) to register the transfer or
      exchange of any Security so selected for redemption in whole or in part, except
      the unredeemed portion of any Security being redeemed in part.




Notwithstanding
      any other provision of this Section 3.05, unless and until it is exchanged
      in
      whole or in part for Securities in definitive registered form, a Global Security
      representing all or a portion of the Securities of a series may not be
      transferred except as a whole by the Depositary for such series to a nominee
      of
      such Depositary or by a nominee of such Depositary to such Depositary or another
      nominee of such Depositary or by such Depositary or any such nominee to a
      successor Depositary for such series or a nominee of such successor
      Depositary.




20




If
      at any
      time the Depositary for the Securities of a series notifies the Company that
      it
      is unwilling or unable to continue as Depositary for the Securities of such
      series or if at any time the Depositary for the Securities of a series shall
      no
      longer be registered or in good standing under the Securities Exchange Act
      of
      1934, as amended, or other applicable statute or regulation, the Company shall
      appoint a successor Depositary with respect to the Securities of such series.
      If
      a successor Depositary for the Securities of such series is not appointed by
      the
      Company within 90 days after the Company receives such notice or becomes aware
      of such condition, the Company shall execute, and the Trustee, upon receipt
      of a
      Company Order for the authentication and delivery of definitive Securities
      of
      such series, shall authenticate and deliver Securities of such series in
      definitive form in an aggregate principal amount equal to the principal amount
      of the Global Security or Securities representing such series in exchange for
      such Global Security or Securities.




The
      Company may at any time and in its sole discretion determine that the Securities
      of any series issued in the form of one or more Global Securities shall no
      longer be represented by a Global Security or Securities. In such event the
      Company shall execute, and the Trustee, upon receipt of a Company Order for
      the
      authentication and delivery of definitive Securities of such series, shall
      authenticate and deliver, Securities of such series in definitive registered
      form without coupons, in any authorized denominations, in an aggregate principal
      amount equal to the principal amount of the Global Security or Securities
      representing such series, in exchange for such Global Security or
      Securities.




If
      (1) an
      Event of Default shall occur and be continuing and (2) beneficial owners of
      interests representing a majority in aggregate principal amount of the
      Securities of a series represented by a Global Security or Securities shall
      advise the Trustee through the Depositary for such Global Security or Securities
      in writing that the maintenance of a Depositary for such series is no longer
      in
      such beneficial owners’ best interests, the Company shall execute, and the
      Trustee, upon receipt of a Company Order for the authentication and delivery
      of
      definitive Securities of such series, shall authenticate and deliver, Securities
      of such series in definitive registered form without coupons, in any authorized
      denominations, in an aggregate principal amount equal to the principal amount
      of
      the such Global Security or Securities, in exchange for such Global Security
      or
      Securities.




If
      specified by the Company pursuant to Section 3.01 with respect to a series
      of
      Securities, the Depositary for such series of Securities may surrender a Global
      Security for such series of Securities in exchange in whole or in part for
      Securities of such series in definitive registered form on such terms as are
      acceptable to the Company and such Depositary. Thereupon, the Company shall
      execute, and the Trustee shall authenticate and deliver, without service
      charge,




(i)  to
      the
      Person specified by such Depositary a new Security or Securities of the same
      series, of any authorized denomination as requested by such Person, in an
      aggregate principal amount equal to and in exchange for such Person’s beneficial
      interest in the Global Security; and




(ii)  to
      such
      Depositary a new Global Security in a denomination equal to the difference,
      if
      any, between the principal amount of the surrendered Global Security and the
      aggregate principal amount of Securities authenticated and delivered pursuant
      to
      Clause (i) above.




21




Upon
      the
      exchange of a Global Security for Securities in definitive registered form,
      in
      authorized denominations, such Global Security shall be canceled by the Trustee.
      Securities in definitive registered form issued in exchange for a Global
      Security pursuant to this Section 3.05 shall be registered in such names and
      in
      such authorized denominations as the Depositary for such Global Security,
      pursuant to instructions from its direct or indirect participants or otherwise,
      shall instruct the Trustee. The Trustee shall not be liable for any delay in
      delivery of such instructions and may conclusively rely on, and shall be
      protected in relying on, such instructions. The Trustee shall, at Company
      expense, deliver such Securities to or as directed by the Persons in whose
      names
      such Securities are so registered.




Section
      3.06  Mutilated,
      Destroyed, Lost and Stolen Securities .




If
      any
      mutilated Security is surrendered to the Trustee, together with such other
      security or indemnity as may be reasonably required by the Trustee to save
      it
      harmless, the Company shall execute and the Trustee shall authenticate and
      deliver in exchange therefor a new Security of the same series and of like
      tenor
      and principal amount and bearing a number not contemporaneously
      outstanding.




If
      there
      shall be delivered to the Company and the Trustee (i) evidence to their
      satisfaction of the destruction, loss or theft of any Security and (ii) such
      security or indemnity as may be required by them to save each of them and any
      agent of either of them harmless, then, in the absence of notice to the Company
      or the Trustee that such Security has been acquired by a bona fide purchaser,
      the Company shall execute and upon its request the Trustee shall authenticate
      and deliver, in lieu of any such destroyed, lost or stolen Security, a new
      Security of the same series and of like tenor and principal amount and bearing
      a
      number not contemporaneously outstanding.




In
      case
      any such mutilated, destroyed, lost or stolen Security has become or is about
      to
      become due and payable, the Company in its discretion may, instead of issuing
      a
      new Security, pay such Security, subject to satisfaction of the foregoing
      conditions. Upon the issuance of any new Security under this Section, the
      Company may require the payment of a sum sufficient to cover any tax or other
      governmental charge that may be imposed in relation thereto and any other
      expenses (including the fees and expenses of the Trustee) connected
      therewith.




Every
      new
      Security of any series issued pursuant to this Section in lieu of any destroyed,
      lost or stolen Security shall constitute an original additional contractual
      obligation of the Company, whether or not the destroyed, lost or stolen Security
      shall be at any time enforceable by anyone, and shall be entitled to all the
      benefits of this Indenture equally and proportionately with any and all other
      Securities of that series duly issued hereunder.




The
      provisions of this Section are exclusive and shall preclude (to the extent
      lawful) all other rights and remedies with respect to the replacement or payment
      of mutilated, destroyed, lost or stolen Securities.




22




Section
      3.07  Payment
      of Interest; Interest Rights Preserved .




Except
      as
      otherwise provided as contemplated by Section 3.01 with respect to any series
      of
      Securities, interest on any Security which is payable, and is punctually paid
      or
      duly provided for, on any Interest Payment Date shall be paid to the Person
      in
      whose name that Security (or one or more Predecessor Securities) is registered
      at the close of business on the Regular Record Date for such interest. The
      Company and the Trustee understand that interest on any Global Security will
      be
      disbursed or credited by the Depositary to the Persons having ownership thereof
      pursuant to a book entry or other system maintained by the
      Depositary.




Any
      interest on any Security of any series which is payable, but is not punctually
      paid or duly provided for, on any Interest Payment Date (herein called
“ Defaulted
      Interest ”)
      shall
      forthwith cease to be payable to the Holder on the relevant Regular Record
      Date
      by virtue of having been such Holder, and such Defaulted Interest may be paid
      by
      the Company, at its election in each case, as provided in Clause (1) or Clause
      (2) below:




(1)  The
      Company may elect to make payment of any Defaulted Interest to the Persons
      in
      whose names the Securities of such series (or their respective Predecessor
      Securities) are registered at the close of business on a Special Record Date
      for
      the payment of such Defaulted Interest, which shall be fixed in the following
      manner. The Company shall notify the Trustee in writing of the amount of
      Defaulted Interest proposed to be paid on each Security of such series and
      the
      date of the proposed payment, and at the same time the Company shall deposit
      with the Trustee an amount of money equal to the aggregate amount proposed
      to be
      paid in respect of such Defaulted Interest or shall make arrangements
      satisfactory to the Trustee for such deposit prior to the date of the proposed
      payment, such money when deposited to be held in trust for the benefit of the
      Persons entitled to such Defaulted Interest as in this Clause provided.
      Thereupon the Trustee shall fix a Special Record Date for the payment of such
      Defaulted Interest which shall be not more than 15 days and not less than 10
      days prior to the date of the proposed payment and not less than 10 days after
      the receipt by the Trustee of the notice of the proposed payment. The Trustee
      shall promptly notify the Company of such Special Record Date and, in the name
      and at the expense of the Company, shall cause notice of the proposed payment
      of
      such Defaulted Interest and the Special Record Date therefor to be mailed,
      first-class postage prepaid, to each Holder of Securities of such series at
      his
      address as it appears in the Security Register, not less than 10 days prior
      to
      such Special Record Date. Notice of the proposed payment of such Defaulted
      Interest and the Special Record Date therefor having been so mailed, such
      Defaulted Interest shall be paid to the Persons in whose names the Securities
      of
      such series (or their respective Predecessor Securities) are registered at
      the
      close of business on such Special Record Date and shall no longer be payable
      pursuant to the following Clause (2).




(2)  The
      Company may make payment of any Defaulted Interest on the Securities of any
      series in any other lawful manner not inconsistent with the requirements of
      any
      securities exchange on which such Securities may be listed, and upon such notice
      as may be required by such exchange, if, after notice given by the Company
      to
      the Trustee of the proposed payment pursuant to this Clause, such manner of
      payment shall be deemed practicable by the Trustee.




23




Subject
      to the foregoing provisions of this Section, each Security delivered under
      this
      Indenture upon registration of transfer of or in exchange for or in lieu of
      any
      other Security shall carry the rights to interest accrued and unpaid, and to
      accrue, which were carried by such other Security.




Section
      3.08  Persons
      Deemed Owners .




The
      Company, the Trustee and any agent of the Company or the Trustee may treat
      the
      Person in whose name such Security is registered as the owner of such Security
      for the purpose of receiving payment of principal of (and premium, if any)
      and
      (subject to Section 3.07) interest on such Security and for all other purposes
      whatsoever, whether or not such Security be overdue, and neither the Company,
      the Trustee nor any agent of the Company or the Trustee shall be affected by
      notice to the contrary.




None
      of
      the Company, the Trustee, any Paying Agent or the Security Registrar will have
      any responsibility or liability for any aspect of the records relating to or
      payments made on account of beneficial ownership interests in a Global Security
      or for maintaining, supervising or reviewing any records relating to such
      beneficial ownership interests.




Section
      3.09  Cancellation .




Unless
      otherwise specified pursuant to Section 3.01(6) for Securities of any series
      all
      Securities surrendered for payment, redemption, registration of transfer or
      exchange or for credit against any mandatory sinking fund payment shall, if
      surrendered to any Person other than the Trustee, be delivered to the Trustee
      and shall be promptly canceled by it. The Company may at any time deliver to
      the
      Trustee for cancellation any Securities previously authenticated and delivered
      hereunder which the Company may have acquired in any manner whatsoever, and
      all
      Securities so delivered shall be promptly canceled by the Trustee, except that
      if a Global Security is so surrendered, the Company shall execute and the
      Trustee shall authenticate and deliver to the Depositary for such Global
      Security, without service charge, a new Global Security or Securities in a
      denomination equal to and in exchange for the portion of the Global Security
      so
      surrendered not to be paid, redeemed, repaid or registered for transfer or
      exchange or for credit. No Securities shall be authenticated in lieu of or
      in
      exchange for any Securities canceled as provided in this Section, except as
      expressly permitted by this Indenture. All canceled Securities held by the
      Trustee shall be disposed of in accordance with its customary procedures and
      a
      certificate of disposition shall be delivered to the Company upon its request
      therefor, unless, by a Company Order, the Company shall direct the canceled
      Securities be returned to it.




Section
      3.10  Computation
      of Interest .




Except
      as
      otherwise specified as contemplated by Section 3.01 for Securities of any
      series, interest on the Securities of each series shall be computed on the
      basis
      of a 360-day year of twelve 30-day months.




Section
      3.11  CUSIP
      Numbers .




The
      Company in issuing the Securities may use “CUSIP” numbers (if then generally in
      use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption
      as a convenience to Holders; provided that any such notice may state that no
      representation is made as to the correctness of such numbers either as printed
      on the Securities or as contained in any notice of a redemption and that
      reliance may be placed only on the other identification numbers printed on
      the
      Securities, and any such redemption shall not be affected by any defect in
      or
      omission of such numbers. The Company will promptly notify the Trustee in
      writing of any change in the “CUSIP” numbers.




24




ARTICLE
      IV.




SATISFACTION
      AND DISCHARGE




Section
      4.01  Satisfaction
      and Discharge of Indenture .




Upon
      Company Request, this Indenture shall cease to be of further effect with respect
      to the Securities of a particular series, and the Trustee, at the expense of
      the
      Company, shall execute proper instruments acknowledging satisfaction and
      discharge of this Indenture as to such Securities, when:




(1)  either:




(A)
        all Securities of such series theretofore authenticated and
      delivered (other than (i) Securities which have been destroyed, lost or stolen
      and which have been replaced or paid as provided in Section 3.06 and (ii)
      Securities for whose payment money has theretofore been deposited in trust
      or
      segregated and held in trust by the Company and thereafter repaid to the Company
      or discharged from such trust, as provided in Section 10.03) have been delivered
      to the Trustee for cancellation; or




(B)  all
      Securities of such series not theretofore delivered to the Trustee for
      cancellation




(i)  have
      become due and payable, or




(ii)  will
      become due and payable at their Stated Maturity within one year, or




(iii)  are
      to be
      called for redemption within one year, under arrangements satisfactory to the
      Trustee for the giving of notice of redemption by the Trustee in the name,
      and
      at the expense, of the Company;




and
      the
      Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited
      or
      caused to be irrevocably deposited with the Trustee as trust funds in trust
      for
      such purpose sums sufficient to pay and discharge the entire indebtedness on
      such Securities not theretofore delivered to the Trustee for cancellation,
      for
      principal (and premium, if any) and interest to the date of such deposit (in
      the
      case of Securities which have become due and payable) or to the Stated Maturity
      or Redemption Date, as the case may be; and




25




(2)  the
      Company has paid or caused to be paid all other sums payable hereunder by the
      Company with respect to such Securities; and




(3)  the
      Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
      Counsel, each stating that all conditions precedent herein provided for relating
      to the satisfaction and discharge of this Indenture with respect to the
      Securities of such series have been complied with.




Notwithstanding
      the satisfaction and discharge of this Indenture with respect to the Securities
      of a particular series, the obligations of the Company to the Trustee under
      Section 6.07, the obligations, if any, of the Trustee to any Authenticating
      Agent under Section 6.14 and, if money shall have been deposited with the
      Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations
      of the Trustee under Section 4.02 and the last paragraph of Section 10.03,
      in
      each case with respect to such Securities, shall survive such satisfaction
      and
      discharge.




Notwithstanding
      the cessation, termination and discharge of all obligations, covenants and
      agreements of the Company under this Indenture with respect to any series of
      Securities, the obligations of the Company to the Trustee under Section 6.07
      and
      the obligations of the Trustee under Section 4.02 and the last paragraph of
      Section 10.03 shall survive with respect to such series of
      Securities.




Section
      4.02  Application
      of Trust Money .




Subject
      to the provisions of the last paragraph of Section 10.03, all money deposited
      with the Trustee pursuant to Section 4.01 shall be held in trust and applied
      by
      it, in accordance with the provisions of the Securities and this Indenture,
      to
      the payment, either directly or through any Paying Agent (including the Company
      acting as its own Paying Agent), as the Trustee may determine, to the Persons
      entitled thereto, of the principal (and premium, if any) and interest for whose
      payment such money has been deposited with the Trustee.




ARTICLE
      V.




EVENTS
      OF
      DEFAULT; REMEDIES




Section
      5.01  Events
      of Default .




Unless
      otherwise provided in a supplemental indenture hereto, “ Event
      of Default ,”
      wherever used herein with respect to Securities of any series, means any one
      of
      the following events (whatever the reason for such Event of Default and whether
      it shall be voluntary or involuntary or be effected by operation of law or
      pursuant to any judgment, decree or order of any court or any order, rule or
      regulation of any administrative or governmental body):




(1)  default
      in the payment of any interest upon any Security of that series when it becomes
      due and payable, and continuance of such default for a period of 30 days; or




(2)  default
      in the payment of the principal of (and premium, if any, on) any Security of
      that series at its Maturity; or




26




(3)  default
      in the deposit of any mandatory sinking fund payment, when and as due by the
      terms of the Securities of that series, and continuance of such default for
      a
      period of 30 days; or




(4)
          default in the performance of any covenant or warranty of the
      Company in this Indenture (other than a covenant or warranty a default in whose
      performance or whose breach is elsewhere in this Section 5.01 specifically
      dealt
      with or which has expressly been included in this Indenture solely for the
      benefit of a series of Securities other than that series), and continuance
      of
      such default for a period of 90 days (unless the Company during such period
      shall have performed such covenant or warranty, or if such covenant or warranty
      cannot reasonably have been performed during such period, then the Company
      shall
      have commenced and be diligently pursuing such performance) after there has
      been
      given, by registered or certified mail, to the Company by the Trustee or to
      the
      Company and the Trustee by the Holders of at least a majority in aggregate
      principal amount of the Outstanding Securities of that series, a written notice
      specifying such default or breach and requiring it to be remedied and stating
      that such notice is a “Notice of Default” hereunder; or




(5)  default
      (i) in the payment of any principal of or interest on any Debt of the Company
      (other than Securities of that series), aggregating more than $100,000,000
      in
      principal amount, when due after giving effect to any applicable grace period
      or
      (ii) in the performance of any other term or provision of any Debt of the
      Company (other than Securities of that series) in excess of $100,000,000 in
      principal amount that results in such Debt becoming or being declared due and
      payable prior to the date on which it would otherwise become due and payable,
      and such acceleration shall not have been rescinded or annulled, or such Debt
      shall not have been discharged, within a period of 30 days after there has
      been
      given, by registered or certified mail, to the Company by the Trustee or to
      the
      Company and the Trustee by the Holders of at least 25% in aggregate principal
      amount of the Outstanding Securities of that series, a written notice specifying
      such default or defaults and stating that such notice is a “Notice of Default”
hereunder; or




(6)  the
      entry
      against the Company of one or more judgments, decrees or orders by a court
      having jurisdiction in the premises from which no appeal may be or is taken
      for
      the payment of money, either individually or in the aggregate, in excess of
      $100,000,000, and the continuance of such judgment, decree or order unsatisfied
      and in effect for any period of 45 consecutive days after the amount thereof
      is
      due without a stay of execution and there has been given, by registered or
      certified mail, to the Company by the Trustee or to the Company and the Trustee
      by the Holders of at least 25% in aggregate principal amount of the Outstanding
      Securities of that series, a written notice specifying such entry and
      continuance of such judgment, decree or order and stating that such notice
      is a
      " Notice
      of Default "
      hereunder; or




(7)  the
      entry
      of a decree or order for relief in respect of the Company by a court having
      jurisdiction in the premises in an involuntary case under the federal bankruptcy
      laws, as now or hereafter constituted, or any other applicable federal or state
      bankruptcy, insolvency or other similar law, or a decree or order adjudging
      the
      Company a bankrupt or insolvent, or approving as properly filed a petition
      seeking reorganization, arrangement, adjustment or composition of or in respect
      of the Company under any applicable federal or state law, or appointing a
      receiver, liquidator, assignee, custodian, trustee, sequestrator (or other
      similar official) of the Company or of any substantial part of its property,
      or
      ordering the winding up or liquidation of its affairs, and the continuance
      of
      any such decree or order unstayed and in effect for a period of 90 consecutive
      days; or




27




(8)  the
      commencement by the Company of a voluntary case under the federal bankruptcy
      laws, as now or hereafter constituted, or any other applicable federal or state
      bankruptcy, insolvency or other similar law, or the consent by it to the entry
      of an order for relief in an involuntary case under any such law or to the
      appointment of a receiver, liquidator, assignee, custodian, trustee,
      sequestrator (or other similar official) of the Company or of any substantial
      part of its property, or the making by it of an assignment for the benefit
      of
      its creditors, or the admission by it in writing of its inability to pay its
      debts generally as they become due, or the taking of corporate action by the
      Company in furtherance of any such action.




Upon
      receipt by the Trustee of any proposed Notice of Default from any Holder with
      respect to Securities of a series all or part of which is represented by a
      Global Security, a record date shall be established for determining Holders
      of
      Outstanding Securities of such series entitled to join in such proposed Notice
      of Default, which record date shall be at the close of business on the day
      the
      Trustee receives such proposed Notice of Default. The Holders on such record
      date, or their duly designated proxies, and only such Persons, shall be entitled
      to join in such proposed Notice of Default, whether or not such Holders remain
      Holders after such record date; *provided* ,
      that
      unless Holders of at least a majority in principal amount of the Outstanding
      Securities of such series, or their proxies, shall have joined in such proposed
      Notice of Default prior to the day which is 90 days after such record date,
      such
      proposed Notice of Default shall automatically and without further action by
      any
      Holder be canceled and of no further effect. Nothing in this paragraph shall
      prevent a Holder, or a proxy of a Holder, from giving (i) after expiration
      of
      such 90-day period, a new proposed Notice of Default identical to a proposed
      Notice of Default which has been canceled pursuant to the proviso to the
      preceding sentence, or (ii) during any such 90-day period, an additional
      proposed Notice of Default with respect to any new or different fact or
      circumstance permitting the giving of a proposed Notice of Default with respect
      to Securities of such series, in either of which events a new record date shall
      be established pursuant to the provisions of this Section 5.01. Any such
      proposed Notice of Default shall be considered a Notice of Default hereunder
      at
      such time, if any, that Holders of at least a majority in principal amount
      of
      the Outstanding Securities shall have joined in such proposed Notice of Default
      by giving timely notice to the Trustee hereunder.




Section
      5.02  Acceleration
      of Maturity; Rescission and Annulment .




If
      an
      Event of Default with respect to Securities of any series (other than an Event
      of Default specified in Section 5.01(5)) at the time Outstanding occurs and
      is
      continuing, then in every such case, the Trustee or the Holders of not less
      than
      a majority in principal amount of the Outstanding Securities of that series
      may
      declare the principal amount (or, if any of the Securities of that series are
      Original Issue Discount Securities, such portion of the principal amount of
      such
      Securities as may be specified in the terms thereof) of all of the Securities
      of
      that series to be due and payable immediately, by a notice in writing to the
      Company (and to the Trustee if given by Holders), and upon any such declaration
      such principal amount (or specified amount) shall become immediately due and
      payable. Upon payment of said amounts, all obligations of the Company in respect
      of payment of principal of the Securities of such series shall terminate.
      Notwithstanding the foregoing, if an Event of Default specified in Section
      5.01(5) hereof occurs with respect to the Company, all Outstanding Securities
      shall become immediately due and payable without further action or
      notice.




28




At
      any
      time after such a declaration of acceleration with respect to Securities of
      any
      series has been made and before a judgment or decree for payment of the money
      due has been obtained by the Trustee as hereinafter in this Article provided,
      the Holders of a majority in principal amount of the Outstanding Securities
      of
      that series, by written notice to the Company and the Trustee, may rescind
      and
      annul such declaration and its consequences if:




(1)  the
      Company has paid or deposited with the Trustee a sum sufficient to
      pay




(A)  all
      overdue interest on all Securities of that series,




(B)  the
      principal of (and premium, if any, on) any Securities of that series which
      have
      become due otherwise than by such declaration of acceleration and any interest
      thereon at the rate or rates prescribed therefor in such
      Securities,




(C)  to
      the
      extent that payment of such interest is lawful, interest upon overdue interest
      at the rate or rates prescribed therefor in such Securities, and




(D)  all
      sums
      paid or advanced by the Trustee hereunder and the reasonable compensation,
      expenses, disbursements and advances of the Trustee, its agents and
      counsel;




and




(2)  all
      Events of Default with respect to Securities of that series, other than the
      non-payment of the principal of Securities of that series which have become
      due
      solely by such declaration of acceleration, have been cured or waived as
      provided in Section 5.13.




No
      such
      rescission shall affect any subsequent default or impair any right consequent
      thereon.




Upon
      receipt by the Trustee of written notice declaring such an acceleration, or
      rescission and annulment thereof, with respect to Securities of a series all
      or
      part of which is represented by a Global Security, a record date shall be
      established for determining Holders of Outstanding Securities of such series
      entitled to join in such notice, which record date shall be at the close of
      business on the day the Trustee receives such notice. The Holders on such record
      date, or their duly designated proxies, and only such Persons, shall be entitled
      to join in such notice, whether or not such Holders remain Holders after such
      record date; *provided* ,
      that
      unless such declaration of acceleration, or rescission and annulment, as the
      case may be, shall have become effective by virtue of the requisite percentage
      having joined in such notice prior to the day which is 90 days after such record
      date, such notice of declaration of acceleration, or rescission and annulment,
      as the case may be, shall automatically and without further action by any Holder
      be canceled and of no further effect. Nothing in this paragraph shall prevent
      a
      Holder, or a proxy of a Holder, from giving (i) after expiration of such 90-day
      period, a new written notice of declaration of acceleration, or rescission
      and
      annulment, as the case may be, that is identical to a written notice which
      has
      been canceled pursuant to the proviso to the preceding sentence, or (ii) during
      any such 90-day period, an additional written notice of declaration of
      acceleration with respect to Securities of such series, or an additional written
      notice of rescission and annulment of any declaration of acceleration with
      respect to any other Event of Default with respect to Securities of such series,
      in either of which events a new record date shall be established pursuant to
      the
      provisions of this Section 5.02.




29




Section
      5.03  Collection
      of Indebtedness and Suits for Enforcement by Trustee .




The
      Company covenants that if:




(1)  default
      is made in the payment of any interest upon any Security when it becomes due
      and
      payable and such default continues for a period of 30 days, or




(2)  default
      is made in the payment of the principal of (or premium, if any, on) any Security
      at its Maturity, or




(3)  default
      is made in the making or satisfaction of any mandatory sinking fund payment
      when
      it becomes due pursuant to the terms of the Securities of any
      series,




the
      Company will, upon demand of the Trustee, pay to it, for the benefit of the
      Holders of such Securities, the whole amount then due and payable on such
      Securities for principal (and premium, if any) and interest and, to the extent
      that payment of such interest shall be legally enforceable, interest on any
      overdue principal (and premium, if any) and on any overdue interest, at the
      rate
      or rates prescribed therefor in such Securities and, in addition thereto, such
      further amount as shall be sufficient to cover the costs and expenses of
      collection, including the reasonable compensation, expenses, disbursements
      and
      advances of the Trustee, its agents and counsel.




If
      the
      Company fails to pay such amounts forthwith upon such demand, the Trustee,
      in
      its own name and as trustee of an express trust, may, but shall not be obligated
      to, institute a judicial proceeding for the collection of the sums so due and
      unpaid, may prosecute such proceeding to judgment or final decree, and may
      enforce the same against the Company or any other obligor upon such Securities
      and collect the moneys adjudged or decreed to be payable in the manner provided
      by law out of the property of the Company or any other obligor upon such
      Securities, wherever situated.




If
      an
      Event of Default with respect to Securities of any series occurs and is
      continuing, the Trustee may in its discretion proceed to protect and enforce
      its
      rights and the rights of the Holders of Securities of such series by such
      appropriate judicial proceedings as the Trustee shall deem most effectual to
      protect and enforce any such rights, whether for the specific enforcement of
      any
      covenant or agreement in this Indenture or in aid of the exercise of any power
      granted herein, or to enforce any other proper remedy.




30




Section
      5.04  Trustee
      May File Proofs of Claim .




In
      case
      of any judicial proceeding relative to the Company (or any other obligor upon
      the Securities), its property or its creditors, the Trustee shall be entitled
      and empowered, by intervention in such proceeding or otherwise, to take any
      and
      all actions authorized under the Trust Indenture Act in order to have claims
      of
      the Holders and the Trustee allowed in any such proceeding. In particular,
      the
      Trustee shall be authorized to file and prove a claim for the whole amount
      of
      principal, premium and interest owing and unpaid in respect of the Securities
      and to file such other papers or documents as may be necessary or advisable
      in
      order to have claims of the Trustee (including any claim for the reasonable
      compensation, expenses, disbursements and advances of the Trustee, its agents
      and counsel) and of the Holders allowed in such judicial proceeding, and to
      collect and receive any moneys or other property payable or deliverable on
      any
      such claims and to distribute the same; and any custodian, receiver, assignee,
      trustee, liquidator, sequestrator or other similar official in any such judicial
      proceeding is hereby authorized by each Holder to make such payments to the
      Trustee and, in the event that the Trustee shall consent to the making of such
      payments directly to the Holders, to pay to the Trustee any amount due it for
      the reasonable compensation, expenses, disbursements and advances of the
      Trustee, its agents and counsel, and any other amounts due the Trustee under
      Section 6.07.




No
      provision of this Indenture shall be deemed to authorize the Trustee to
      authorize or consent to or accept or adopt on behalf of any Holder any plan
      of
      reorganization, arrangement, adjustment or composition affecting the Securities
      or the rights of any Holder thereof or to authorize the Trustee to vote in
      respect of the claim of any Holder in any such proceeding.




Section
      5.05  Trustee
      May Enforce Claims Without Possession of Securities .




All
      rights of action and claims under this Indenture or the Securities may be
      prosecuted and enforced by the Trustee without the possession of any of the
      Securities or the production thereof in any proceeding relating thereto, and
      any
      such proceeding instituted by the Trustee shall be brought in its own name
      as
      trustee of an express trust, and any recovery of judgment shall, after provision
      for the payment of the reasonable compensation, expenses, disbursements and
      advances of the Trustee, its agents and counsel, be for the ratable benefit
      of
      the Holders of the Securities in respect of which such judgment has been
      recovered.




Section
      5.06  Application
      of Money Collected .




Any
      money
      collected by the Trustee pursuant to this Article with respect to the Securities
      of any series shall be applied in the following order, at the date or dates
      fixed by the Trustee and, in case of the distribution of such money on account
      of principal (or premium, if any) or interest, upon presentation of the
      Securities of any series and the notation thereon of the payment if only
      partially paid and upon surrender thereof if fully paid:




FIRST:
      To
      the payment of all amounts due the Trustee under Section 6.07;




31




SECOND:
      To the payment of the amounts then due and unpaid for principal of (and premium,
      if any) and interest on the Securities of such series in respect of which or
      for
      the benefit of which such money has been collected, ratably, without preference
      or priority of any kind, according to the amounts due and payable on such
      Securities for principal (and premium, if any) and interest, respectively;
      and




THIRD:
      The balance, if any, to the Company or as a court of competent jurisdiction
      may
      direct.




Section
      5.07  Limitation
      on Suits .




No
      Holder
      of any Security of any series shall have any right to institute any proceeding,
      judicial or otherwise, with respect to this Indenture, or for the appointment
      of
      a receiver or trustee, or for any other remedy hereunder, unless:




(1)  such
      Holder has previously given written notice to the Trustee of a continuing Event
      of Default with respect to the Securities of that series;




(2)  the
      Holders of not less than a majority in principal amount of the Outstanding
      Securities of that series shall have made written request to the Trustee to
      institute proceedings in respect of such Event of Default in its own name as
      Trustee hereunder;




(3)  such
      Holder or Holders have offered to the Trustee security or indemnity reasonably
      satisfactory to it against the costs, expenses and liabilities to be incurred
      in
      compliance with such request;




(4)  the
      Trustee for 60 days after its receipt of such notice, request and offer of
      indemnity has failed to institute any such proceeding; and




(5)  no
      direction inconsistent with such written request has been given to the Trustee
      during such 60-day period by the Holders of a majority in principal amount
      of
      the Outstanding Securities of that series;




it
      being
      understood and intended that no one or more of such Holders shall have any
      right
      in any manner whatever by virtue of, or by availing of, any provision of this
      Indenture to affect, disturb or prejudice the rights of any other of such
      Holders, or of the Holders of Outstanding Securities of any other series, or
      to
      obtain or to seek to obtain priority or preference over any other of such
      Holders or to enforce any right under this Indenture, except in the manner
      herein provided and for the equal and ratable benefit of all of such
      Holders.




Section
      5.08  Unconditional
      Right of Holders to Receive Principal, Premium and Interest .




Notwithstanding
      any other provision in this Indenture, the Holder of any Security shall have
      the
      right, which is absolute and unconditional, to receive payment of the principal
      of (and premium, if any) and (subject to Section 3.07) interest on such Security
      on the Stated Maturity or Maturities expressed in such Security (or, in the
      case
      of redemption or repayment at the option of the Holder, on the Redemption Date
      or the Repayment Date, as the case may be) and to institute suit for the
      enforcement of any such payment, and such rights shall not be impaired without
      the consent of such Holder.




32




Section
      5.09  Restoration
      of Rights and Remedies .




If
      the
      Trustee or any Holder has instituted any proceeding to enforce any right or
      remedy under this Indenture and such proceeding has been discontinued or
      abandoned for any reason, or has been determined adversely to the Trustee or
      to
      such Holder, then and in every such case, subject to any determination in such
      proceeding, the Company, the Trustee and the Holders shall be restored severally
      and respectively to their former positions hereunder and thereafter all rights
      and remedies of the Trustee and the Holders shall continue as though no such
      proceeding had been instituted.




Section
      5.10  Rights
      and Remedies Cumulative .




Except
      as
      otherwise provided with respect to the replacement or payment of mutilated,
      destroyed, lost or stolen Securities in the last paragraph of Section 3.06,
      no
      right or remedy herein conferred upon or reserved to the Trustee or to the
      Holders is intended to be exclusive of any other right or remedy, and every
      right and remedy shall, to the extent permitted by law, be cumulative and in
      addition to every other right and remedy given hereunder or now or hereafter
      existing at law or in equity or otherwise. The assertion or employment of any
      right or remedy hereunder, or otherwise, shall not prevent the concurrent
      assertion or employment of any other appropriate right or remedy.




Section
      5.11  Delay
      or Omission Not Waiver .




No
      delay
      or omission of the Trustee or of any Holder of any Securities to exercise any
      right or remedy accruing upon any Event of Default shall impair any such right
      or remedy or constitute a waiver of any such Event of Default or an acquiescence
      therein. Every right and remedy given by this Article or by law to the Trustee
      or to the Holders may be exercised from time to time, and as often as may be
      deemed expedient, by the Trustee or by the Holders, as the case may
      be.




Section
      5.12  Control
      by Holders .




The
      Holders of at least a majority in principal amount of the Outstanding Securities
      of any series shall have the right to direct the time, method and place of
      conducting any proceeding for any remedy available to the Trustee, or exercising
      any trust or power conferred on the Trustee, with respect to the Securities
      of
      such series, *provided* that




(1)  such
      direction shall not be in conflict with any rule of law or with this Indenture,
      expose the Trustee to personal liability or be unduly prejudicial to Holders
      not
      joining therein, and




(2)  the
      Trustee may take any other action deemed proper by the Trustee which is not
      inconsistent with such direction.




33




Upon
      receipt by the Trustee of any such direction with respect to Securities of
      a
      series all or part of which is represented by a Global Security, a record date
      shall be established for determining Holders of Outstanding Securities of such
      series entitled to join in such direction, which record date shall be determined
      in accordance with Section 1.04(e). The Holders on such record date, or their
      duly designated proxies, and only such Persons, shall be entitled to join in
      such direction, whether or not such Holders remain Holders after such record
      date; *provided* ,
      that
      unless Holders of at least a majority in principal amount of the outstanding
      Securities of such series, or their proxies, shall have been joined in such
      direction prior to the day which is 90 days after such record date, such
      direction shall automatically and without further action by any Holder be
      canceled and of no further effect. Nothing in this paragraph shall prevent
      a
      Holder, or a proxy of a Holder, from giving (i) after expiration of such 90-day
      period, a new direction identical to a direction which has been canceled
      pursuant to the provisions of the preceding sentence or (ii) during any such
      90-day period, a new direction contrary to or different from such direction,
      in
      either of which events a new record date shall be established pursuant to the
      provisions of this Section 5.12.




Section
      5.13  Waiver
      of Defaults .




By
      Act
      delivered to the Company and the Trustee, the Holders of not less than a
      majority in principal amount of the Outstanding Securities of any affected
      series may on behalf of the Holders of all the Securities of such series waive
      any existing Event of Default hereunder with respect to such series and its
      consequences (including an acceleration and its consequences, including any
      related payment default that resulted from such acceleration), except an Event
      of Default




(1)  in
      the
      payment of the principal of (or premium, if any) or interest on any Security
      of
      such series or in the payment of any mandatory sinking fund installment with
      respect to the Securities of such series, or




(2)  in
      respect of a covenant or provision hereof which under Article IX cannot be
      modified or amended without the consent of the Holder of each Outstanding
      Security of such series affected thereby.




The
      Company may, but shall not be obligated to, fix a record date for the purpose
      of
      determining the Persons entitled to waive any past default hereunder. If a
      record date is fixed, the Holders on such record date, or their duly designated
      proxies, and only such Persons, shall be entitled to waive any default
      hereunder, whether or not such Holders remain Holders after such record date; *provided* ,
      that
      unless such majority in principal amount shall have been obtained prior to
      the
      date which is 90 days after such record date, any such waiver previously given
      shall automatically and without further action by any Holder be canceled and
      of
      no further effect.




Upon
      any
      such waiver, such default shall cease to exist, and any Event of Default arising
      therefrom shall be deemed to have been cured for every purpose of this
      Indenture; but no such waiver shall extend to any subsequent or other default
      or
      impair any right consequent thereon.




34




Section
      5.14  Undertaking
      for Costs .




In
      any
      suit for the enforcement of any right or remedy under this Indenture, or in
      any
      suit against the Trustee for any action taken, suffered or omitted by it as
      Trustee, a court may require any party litigant in such suit to file an
      undertaking to pay the costs of such suit, and may assess costs against any
      such
      party litigant, including reasonable attorneys’ fees and expenses, in the manner
      and to the extent provided in the Trust Indenture Act; *provided* that
      neither this Section nor the Trust Indenture Act shall be deemed to authorize
      any court to require such an undertaking or to make such an assessment in any
      suit instituted by the Trustee, by any Holder, or group of Holders, holding
      in
      the aggregate more than 10% in principal amount of the Outstanding Securities
      of
      any series, or by any Holder for the enforcement of the payment of the principal
      of (or premium, if any) or interest on any Security on or after the Stated
      Maturity expressed in such Security (or, in the case of redemption or repayment
      at the option of the Holder, on or after the Redemption Date or Repayment Date,
      as the case may be).




Section
      5.15  Waiver
      of Stay or Extension Laws .




The
      Company covenants (to the extent that it may lawfully do so) that it will not
      at
      any time insist upon, or plead, or in any manner whatsoever claim or take the
      benefit or advantage of, any stay or extension law wherever enacted, now or
      at
      any time hereafter in force, which may affect the covenants or the performance
      of this Indenture; and the Company (to the extent that it may lawfully do so)
      hereby expressly waives all benefit or advantage of any such law and covenants
      that it will not hinder, delay or impede the execution of any power herein
      granted to the Trustee, but will suffer and permit the execution of every such
      power as though no such law had been enacted.




ARTICLE
      VI.


THE
      TRUSTEE




Section
      6.01  Certain
      Duties and Responsibilities .




(a)  Except
      during the continuance of an Event of Default:




(1)  the
      Trustee undertakes to perform such duties and only such duties as are
      specifically set forth in this Indenture, and no implied covenants or
      obligations shall be read into this Indenture against the Trustee;
      and




(2)  in
      the
      absence of bad faith on its part, the Trustee may conclusively rely, as to
      the
      truth of the statements and the correctness of the opinions expressed therein,
      upon certificates or opinions furnished to the Trustee and conforming to the
      requirements of this Indenture; but in the case of any such certificates or
      opinions which by any provision of this Indenture are specifically required
      to
      be furnished to the Trustee, the Trustee shall be under a duty to examine the
      same to determine whether or not they conform to the requirements of this
      Indenture (but need not confirm or investigate the accuracy of any mathematical
      calculations or other facts stated therein).




35




(b)  In
      case
      an Event of Default has occurred and is continuing, the Trustee shall exercise
      such of the rights and powers vested in it by this Indenture, and use the same
      degree of care and skill in their exercise, as a prudent man would exercise
      or
      use under the circumstances in the conduct of his own affairs.




(c)  No
      provision of this Indenture shall be construed to relieve the Trustee from
      liability for its own negligent action, its own negligent failure to act, or
      its
      own willful misconduct, except that:




(1)  this
      Subsection shall not be construed to limit the effect of Subsection (a) of
      this
      Section;




(2)  the
      Trustee shall not be liable for any error of judgment made in good faith by
      a
      Responsible Officer, unless it shall be proved that the Trustee was negligent
      in
      ascertaining the pertinent facts;




(3)  the
      Trustee shall not be liable with respect to any action taken or omitted to
      be
      taken by it in good faith in accordance with the direction of the Holders of
      a
      majority in principal amount of the Outstanding Securities of any series
      relating to the time, method and place of conducting any proceeding for any
      remedy available to the Trustee, or exercising any trust or power conferred
      upon
      the Trustee, under this Indenture; and




(4)  no
      provision of this Indenture shall require the Trustee to expend or risk its
      own
      funds or otherwise incur any financial liability in the performance of any
      of
      its duties hereunder, or in the exercise of any of its rights or powers, if
      it
      shall have reasonable grounds for believing that repayment of such funds or
      adequate indemnity against such risk or liability is not reasonably assured
      to
      it.




(d)  Whether
      or not therein expressly so provided, every provision of this Indenture relating
      to the conduct or affecting the liability of or affording protection to the
      Trustee shall be subject to the provisions of this Section.




Section
      6.02  Notice
      of Defaults .




Within
      90
      days after the occurrence of any default hereunder with respect to Securities
      of
      any series, the Trustee shall transmit by mail to all Holders of Securities
      of
      such series, as their names and addresses appear in the Security Register,
      notice of such default hereunder known to the Trustee, unless such default
      shall
      have been cured or waived; *provided,
      however,* that,
      except in the case of a default in the payment of the principal, premium or
      interest on any Security of such series or in the payment of any mandatory
      sinking fund installment with respect to the Securities of such series, the
      Trustee shall be protected in withholding such notice if and so long as the
      board of directors, the executive committee of the board of directors and/or
      Responsible Officers of the Trustee in good faith determine that the withholding
      of such notice is in the interests of the Holders of the Securities of such
      series; and *provided,
      further,* that in
      the case of any default of the character specified in Section 5.01(4) with
      respect to the Securities of such series no such notice to Holders shall be
      given until at least 60 days after the occurrence thereof. For the purpose
      of
      this Section, the term “ default ”
means
      any event which is, or after notice or lapse of time or both would become,
      an
      Event of Default.




36




Section
      6.03  Certain
      Rights of Trustee .




Subject
      to the provisions of Section 6.01:




(a)  the
      Trustee may conclusively rely and shall be fully protected in acting or
      refraining from acting upon any resolution, certificate, statement, instrument,
      opinion, report, notice, request, direction, consent, order, bond, debenture,
      note, other evidence of indebtedness or other paper or document believed by
      it
      to be genuine and to have been signed or presented by the proper party or
      parties;




(b)  any
      request or direction of the Company mentioned herein shall be sufficiently
      evidenced by a Company Request or Company Order and any resolution of the Board
      of Directors may be sufficiently evidenced by a Board Resolution;




(c)  whenever
      in the administration of this Indenture the Trustee shall deem it desirable
      that
      a matter be proved or established prior to taking, suffering or omitting any
      action hereunder, the Trustee (unless other evidence be herein specifically
      prescribed) may, in the absence of bad faith on its part, rely upon an Officers’
Certificate;




(d)  the
      Trustee may consult with counsel and the advice of such counsel or any Opinion
      of Counsel shall be full and complete authorization and protection in respect
      of
      any action taken, suffered or omitted by it hereunder in good faith and in
      reliance thereon;




(e)  the
      Trustee shall be under no obligation to exercise any of the rights or powers
      vested in it by this Indenture at the request or direction of any of the Holders
      pursuant to this Indenture, unless such Holders shall have offered to the
      Trustee security or indemnity reasonably satisfactory to it against the costs,
      expenses and liabilities which might be incurred by it in compliance with such
      request or direction;




(f)  the
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, direction, consent, order, bond, debenture, note, other
      evidence of indebtedness or other paper or document, but the Trustee, in its
      discretion, may make such further inquiry or investigation into such facts
      or
      matters as it may see fit, and, if the Trustee shall determine to make such
      further inquiry or investigation, it shall be entitled to examine the books,
      records and premises of the Company, personally or by agent or
      attorney;




(g)  the
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents or attorneys and the Trustee
      shall not be responsible for any misconduct or negligence on the part of any
      agent or attorney appointed with due care by it hereunder;




(h)  the
      Trustee shall not be required to take notice or be deemed to have notice of
      any
      default hereunder (except failure by the Company to pay principal of (or
      premium, if any) or interest on any series of Securities so long as the Trustee
      is also acting as Paying Agent for such series of Securities) unless the Trustee
      shall be specifically notified in writing of such default by the Company or
      by
      the Holders of at least a 10% in aggregate principal amount of all Outstanding
      Securities, and all such notices or other instruments required by this Indenture
      to be delivered to the Trustee must, in order to be effective, be delivered
      at
      the principal Corporate Trust Office of the Trustee, and in the absence of
      such
      notice the Trustee may conclusively assume there is no default except as
      aforesaid;




37




(i)  the
      Trustee shall not be liable for any action taken or omitted to be taken by
      it in
      good faith and reasonably believed by it to be authorized or within the
      discretion or rights or powers conferred upon it by this Indenture;




(j)  in
      no
      event shall the Trustee be responsible or liable for special, indirect, or
      consequential loss or damage of any kind whatsoever (including, but not limited
      to, loss of profit) irrespective of whether the Trustee has been advised of
      the
      likelihood of such loss or damage and regardless of the form of
      action;




(k)  the
      Trustee shall not be deemed to have notice of any Default or Event of Default
      unless a Responsible Officer of the Trustee has actual knowledge thereof or
      unless other written notice of any event which is in fact such a default is
      received by the Trustee at the Corporate Trust Office of the Trustee, and such
      notice references the Securities and this Indenture; and




(l)  the
      rights, privileges, protections, immunities and benefits given to the Trustee,
      including, without limitation, its right to be indemnified, are extended to,
      and
      shall be enforceable by, the Trustee in each of its capacities hereunder, and
      each agent, custodian and other Person employed by the Trustee to act hereunder
      pursuant to the terms of this Indenture.




Section
      6.04  Not
      Responsible for Recitals or Issuance of Securities .




The
      recitals contained herein and in the Securities, except the Trustee’s
      certificates of authentication, shall be taken as the statements of the Company,
      and the Trustee or any Authenticating Agent assumes no responsibility for their
      correctness. The Trustee makes no representations as to the validity or
      sufficiency of this Indenture or of the Securities. The Trustee or any
      Authenticating Agent shall not be accountable for the use or application by
      the
      Company of Securities or the proceeds thereof. The Trustee shall not be deemed
      to have knowledge of the identity of any Subsidiary unless either (A) a
      Responsible Officer of the Trustee shall have actual knowledge thereof or (B)
      the Trustee shall have received written notice thereof from the Company or
      any
      Holder.




Section
      6.05  May
      Hold Securities .




The
      Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar
      or
      any other agent of the Company, in its individual or any other capacity, may
      become the owner or pledgee of Securities and, subject to Sections 6.08 and
      6.13, may otherwise deal with the Company with the same rights it would have
      if
      it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar
      or
      such other agent.




38




Section
      6.06  Money
      Held in Trust .




Money
      held by the Trustee in trust hereunder need not be segregated from other funds
      except to the extent required by law. The Trustee shall be under no liability
      for interest on any money received by it hereunder except as otherwise agreed
      with the Company.




Section
      6.07  Compensation
      and Reimbursement .




The
      Company agrees:




(1)
        to pay to the Trustee from time to time reasonable compensation for
      the Trustee’s services rendered hereunder (which compensation shall not be
      limited by any provision of law in regard to the compensation of a trustee
      of an
      express trust);




(2)  except
      as
      otherwise expressly provided herein, to reimburse the Trustee upon its request
      for all reasonable expenses, disbursements and advances incurred or made by
      the
      Trustee in accordance with any provision of this Indenture (including the
      reasonable compensation and the expenses and disbursements of its agents and
      counsel), except any such expense, disbursement or advance as may be
      attributable to the Trustee’s own negligence or bad faith; and




(3)  to
      indemnify the Trustee for, and to hold it harmless against, in each case to
      the
      extent permitted by law, any loss, claim, damage, liability or expense incurred
      without negligence or bad faith on the Trustee’s part, arising out of or in
      connection with the acceptance or administration of the trust or trusts
      hereunder, including the Trustee’s costs and expenses of defending itself
      against any claim or liability in connection with the exercise or performance
      of
      any of the Trustee’s powers or duties hereunder.




As
      security for the performance of the obligations of the Company under this
      Section, the Trustee shall have a lien prior to the Securities upon all property
      and funds held or collected by the Trustee as such, except funds held in trust
      for the benefit of the Holders of particular Securities.




The
      benefits of this Section shall survive the termination of this
      Indenture.




Section
      6.08  Disqualification;
      Conflicting Interests .




If
      the
      Trustee has or shall acquire a conflicting interest within the meaning of
      Section 3.10 of the Trust Indenture Act, the Trustee shall either eliminate
      such
      interest or resign, to the extent and in the manner provided by, and subject
      to
      the provisions of, the Trust Indenture Act and this Indenture. To the extent
      permitted by the Trust Indenture Act, the Trustee shall not be deemed to have
      a
      conflicting interest with respect to the Securities of any series by virtue
      of
      being Trustee with respect to the Securities of any particular series of
      Securities except as may be otherwise provided by the terms of the Securities
      of
      that series.




39




Section
      6.09  Corporate
      Trustee Required; Eligibility .




There
      shall at all times be a Trustee hereunder which shall be a Person that is
      eligible pursuant to the Trust Indenture Act to act as such and has a combined
      capital and surplus of at least $50,000,000. If such Person publishes reports
      of
      condition at least annually, pursuant to law or to the requirements of Federal,
      State, Territorial or District of Columbia supervising or examining authority,
      then for the purposes of this Section, the combined capital and surplus of
      such
      Person shall be deemed to be its combined capital and surplus as set forth
      in
      its most recent report of condition so published. If at any time the Trustee
      shall cease to be eligible in accordance with the provisions of this Section,
      it
      shall resign immediately in the manner and with the effect hereinafter specified
      in this Article.




Section
      6.10  Resignation
      and Removal; Appointment of Successor .




(a)  No
      resignation or removal of the Trustee and no appointment of a successor Trustee
      pursuant to this Article shall become effective until the acceptance of
      appointment by the successor Trustee in accordance with the applicable
      requirements of Section 6.11.




(b)  The
      Trustee may resign at any time with respect to the Securities of one or more
      series by giving written notice thereof to the Company. If the instrument of
      acceptance by a successor Trustee required by Section 6.11 shall not have been
      delivered to the Trustee within 30 days after the giving of such notice of
      resignation, the resigning Trustee may at the expense of the Company petition
      any court of competent jurisdiction for the appointment of a successor Trustee
      with respect to the Securities of such series.




(c)  The
      Trustee may be removed at any time with respect to the Securities of any series
      by Act of the Holders of a majority in principal amount of the Outstanding
      Securities of such series, delivered to the Trustee and to the Company. If
      the
      instrument of acceptance by a successor Trustee required by Section 6.11 shall
      not have been delivered to the Trustee within 60 days after the removal of
      Trustee, the removed Trustee may at the expense of the Company petition any
      court of competent jurisdiction for the appointment of a successor Trustee
      with
      respect to the Securities of such series.




(d)  If
      at any
      time:




(1)  the
      Trustee shall fail to comply with Section 6.08 after written request therefor
      by
      the Company or by any Holder who has been a bona fide Holder of a Security
      for
      at least six months, or




(2)  the
      Trustee shall cease to be eligible under Section 6.09 and shall fail to resign
      after written request therefor by the Company or by any such Holder,
      or




(3)  the
      Trustee shall become incapable of acting or shall be adjudged a bankrupt or
      insolvent or a receiver of the Trustee or of its property shall be appointed
      or
      any public officer shall take charge or control of the Trustee or of its
      property or affairs for the purpose of rehabilitation, conservation or
      liquidation,




40




then,
      in
      any such case, (i) the Company may remove the Trustee with respect to any or
      all
      Securities, or (ii) subject to Section 5.14, any Holder who has been a bona
      fide
      Holder of a Security for at least six months may, on behalf of himself and
      all
      others similarly situated, petition any court of competent jurisdiction for
      the
      removal of the Trustee with respect to any or all Securities and the appointment
      of a successor Trustee or Trustees with respect to such series.




(e)  If
      the
      Trustee shall resign, be removed or become incapable of acting, or if a vacancy
      shall occur in the office of Trustee for any cause, with respect to the
      Securities of one or more series, the Company shall promptly appoint a successor
      Trustee or Trustees with respect to the Securities of that or those series
      (it
      being understood that any such successor Trustee may be appointed with respect
      to the Securities of one or more or all of such series and that at any time
      there shall be only one Trustee with respect to the Securities of any particular
      series) and shall comply with the applicable requirements of Section 6.11.
      If,
      within one year after such resignation, removal or incapability, or the
      occurrence of such vacancy, a successor Trustee with respect to the Securities
      of that or those series shall be appointed by Act of the Holders of a majority
      in principal amount of the Outstanding Securities of such series delivered
      to
      the Company and the retiring Trustee, the successor Trustee so appointed shall,
      forthwith upon its acceptance of such appointment in accordance with the
      applicable requirements of Section 6.11, become the successor Trustee with
      respect to the Securities of such series and to that extent supersede the
      successor Trustee appointed by the Company. If no successor Trustee with respect
      to the Securities of any series shall have been so appointed by the Company
      or
      the Holders and accepted appointment in the manner required by Section 6.11,
      any
      Holder who has been a bona fide Holder of a Security of such series for at
      least
      six months may, on behalf of himself and all others similarly situated, petition
      any court of competent jurisdiction for the appointment of a successor Trustee
      with respect to the Securities of such series.




(f)  The
      Company shall give notice of each resignation and each removal of the Trustee
      with respect to the Securities of any series and each appointment of a successor
      Trustee with respect to the Securities of any series to all Holders of
      Securities of such series in the manner provided in Section 1.06. Each notice
      of
      appointment shall include the name of the successor Trustee with respect to
      the
      Securities of such series and the address of its Corporate Trust
      Office.




Section
      6.11  Acceptance
      of Appointment by Successor .




(a)  In
      case
      of the appointment hereunder of a successor Trustee with respect to all
      Securities, every such successor Trustee so appointed shall execute, acknowledge
      and deliver to the Company and to the retiring Trustee an instrument accepting
      such appointment, and thereupon the resignation or removal of the retiring
      Trustee shall become effective and such successor Trustee, without any further
      act, deed or conveyance, shall become vested with all the rights, powers, trusts
      and duties of the retiring Trustee; but, on the request of the Company or the
      successor Trustee, such retiring Trustee shall, upon payment of its charges,
      execute and deliver an instrument transferring to such successor Trustee all
      the
      rights, powers and trusts of the retiring Trustee and shall duly assign,
      transfer and deliver to such successor Trustee all property and money held
      by
      such retiring Trustee hereunder, subject nevertheless to its lien, if any,
      provided for in Section 6.07.




41




(b)  In
      case
      of the appointment hereunder of a successor Trustee with respect to the
      Securities of one or more (but not all) series, the Company, the retiring
      Trustee and each successor Trustee with respect to the Securities of one or
      more
      series shall execute and deliver an indenture supplemental hereto wherein each
      successor Trustee shall accept such appointment and which (1) shall contain
      such
      provisions as shall be necessary or desirable to transfer and confirm to, and
      to
      vest in, each successor Trustee all the rights, powers, trusts and duties of
      the
      retiring Trustee with respect to the Securities of that or those series to
      which
      the appointment of such successor Trustee relates, (2) if the retiring Trustee
      is not retiring with respect to all Securities, shall contain such provisions
      as
      shall be deemed necessary or desirable to confirm that all the rights, powers,
      trusts and duties of the retiring Trustee with respect to the Securities of
      that
      or those series as to which the retiring Trustee is not retiring shall continue
      to be vested in the retiring Trustee, and (3) shall add to or change any of
      the
      provisions of this Indenture as shall be necessary to provide for or facilitate
      the administration of the trusts hereunder by more than one Trustee, it being
      understood that nothing herein or in such supplemental indenture shall
      constitute such Trustees co-trustees of the same trust and that each such
      Trustee shall be trustee of a trust or trusts hereunder separate and apart
      from
      any trust or trusts hereunder administered by any other such Trustee; and upon
      the execution and delivery of such supplemental indenture the resignation or
      removal of the retiring Trustee shall become effective to the extent provided
      therein and each such successor Trustee, without any further act, deed or
      conveyance, shall become vested with all the rights, powers, trusts and duties
      of the retiring Trustee with respect to the Securities of that or those series
      to which the appointment of such successor Trustee relates; but, on request
      of
      the Company or any successor Trustee, such retiring Trustee shall duly assign,
      transfer and deliver to such successor Trustee all property and money held
      by
      such retiring Trustee hereunder with respect to the Securities of that or those
      series to which the appointment of such successor Trustee relates.




(c)  Upon
      request of any such successor Trustee, the Company shall execute any and all
      instruments for more fully and certainly vesting in and confirming to such
      successor Trustee all such rights, powers and trusts referred to in paragraph
      (a) or (b) of this Section, as the case may be.




(d)  No
      successor Trustee shall accept its appointment unless at the time of such
      acceptance such successor Trustee shall be qualified and eligible under this
      Article.




Section
      6.12  Merger,
      Conversion, Consolidation or Succession to Business .




Any
      corporation into which the Trustee may be merged or converted or with which
      it
      may be consolidated, or any corporation resulting from any merger, conversion
      or
      consolidation to which the Trustee shall be a party, or any corporation
      succeeding to all or substantially all the corporate trust business of the
      Trustee, shall be the successor of the Trustee hereunder, provided such
      corporation shall be otherwise qualified and eligible under this Article,
      without the execution or filing of any paper or any further act on the part
      of
      any of the parties hereto. In case any Securities shall have been authenticated,
      but not delivered, by the Trustee then in office, any successor by merger,
      conversion or consolidation to such authenticating Trustee may adopt such
      authentication and deliver the Securities so authenticated with the same effect
      as if such successor Trustee had itself authenticated such Securities. In case
      any Securities shall not have been authenticated by such predecessor Trustee,
      any such successor Trustee may authenticate and deliver such Securities, in
      either its own name or that of its predecessor Trustee, with the full force
      and
      effect which this Indenture provides for the certificate of authentication
      of
      the Trustee.




42




Section
      6.13  Preferential
      Collection of Claims Against Company .




If
      and
      when the Trustee shall be or become a creditor of the Company (or any other
      obligor upon the Securities), the Trustee shall be subject to the provisions
      of
      Section 3.11 of the Trust Indenture Act regarding the collection of such claims
      against the Company (or any such other obligor). A Trustee that has resigned
      or
      been removed shall be subject to and comply with said Section 3.11 to the extent
      required thereby.




Section
      6.14  Appointment
      of Authenticating Agent .




The
      Trustee may appoint an Authenticating Agent or Agents with respect to one or
      more series of Securities (which may be an Affiliate of the Company) which
      shall
      be authorized to act on behalf of the Trustee to authenticate Securities issued
      upon registration of transfer or partial redemption or repayment thereof or
      pursuant to Section 3.06, and Securities so authenticated shall be entitled
      to
      the benefits of this Indenture and shall be valid and obligatory for all
      purposes as if authenticated by the Trustee hereunder. Wherever reference is
      made in this Indenture to the authentication and delivery of Securities by
      the
      Trustee or the Trustee’s certificate of authentication, such reference shall be
      deemed to include authentication and delivery on behalf of the Trustee by an
      Authenticating Agent and a certificate of authentication executed on behalf
      of
      the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
      acceptable to the Company and shall at all times be a corporation organized
      and
      doing business and in good standing under the laws of the United States, any
      State or the District of Columbia, authorized under such laws to act as
      Authenticating Agent, having a combined capital and surplus of no less than
      $50,000,000 and subject to supervision or examination by Federal or State
      authority. If such Authenticating Agent publishes reports of condition at least
      annually, pursuant to law or to the requirements of said supervising or
      examining authority, then for the purposes of this Section, the combined capital
      and surplus of such Authenticating Agent shall be deemed to be its combined
      capital and surplus as set forth in its most recent report of condition so
      published. If at any time an Authenticating Agent shall cease to be eligible
      in
      accordance with the provisions of this Section, such Authenticating Agent shall
      resign immediately in the manner and with the effect specified in this
      Section.




Any
      corporation into which an Authenticating Agent may be merged or converted or
      with which it may be consolidated, or any corporation resulting from any merger,
      conversion or consolidation to which such Authenticating Agent shall be a party,
      or any corporation succeeding to the corporate agency or corporate trust
      business of an Authenticating Agent, shall continue to be an Authenticating
      Agent, provided such corporation shall be otherwise eligible under this Section,
      without the execution or filing of any paper or any further act on the part
      of
      the Trustee or the Authenticating Agent. An Authenticating Agent for any series
      of Securities may resign at any time by giving written notice thereof to the
      Trustee for such series and to the Company. The Trustee for any series of
      Securities may at any time terminate the agency of an Authenticating Agent
      for
      such series by giving written notice thereof to such Authenticating Agent and
      to
      the Company. Upon receiving such a notice of resignation or upon such a
      termination, or in case at any time such Authenticating Agent shall cease to
      be
      eligible in accordance with the provisions of this Section, the Trustee of
      such
      series may appoint a successor Authenticating Agent which shall be acceptable
      to
      the Company and shall mail written notice of such appointment by first-class
      mail, postage prepaid, to all Holders of Securities of the series with respect
      to which such Authenticating Agent will serve, as their names and addresses
      appear in the Security Register. Any successor Authenticating Agent upon
      acceptance of its appointment hereunder shall become vested with all the rights,
      powers and duties of its predecessor hereunder, with like effect as if
      originally named as an Authenticating Agent. No successor Authenticating Agent
      shall be appointed unless eligible under the provisions of this
      Section.




43




Except
      with respect to an Authenticating Agent appointed at the request of the Company,
      the Trustee agrees to pay to each Authenticating Agent from time to time
      reasonable compensation for its services under this Section, and the Trustee
      shall be entitled to be reimbursed for such payments, pursuant to the provisions
      of Section 6.07.




If
      an
      appointment with respect to one or more series is made pursuant to this Section,
      the Securities of such series may have endorsed thereon, in addition to the
      Trustee’s certificate of authentication, an alternative certificate of
      authentication in the following form:




This
      is
      one of the Securities of the series described therein referred to in the
      within-mentioned Indenture.




**,**as
              TrusteeBy:As
              Authenticating AgentBy:Authorized
              Officer






ARTICLE
      VII.




HOLDERS’
      LISTS AND REPORTS


BY
      TRUSTEE AND COMPANY




Section
      7.01  Company
      to Furnish Trustee Names and Addresses of Holders .




With
      respect to each series of Securities, the Company will furnish or cause to
      be
      furnished to the Trustee for the Securities of such Series




(a)  semiannually,
      not more than 15 days after each Regular Record Date relating to that series
      (or, if there is no Regular Record Date relating to that series, on June 30
      and
      December 31), a list, in such form as such Trustee may reasonably require,
      of
      the names and addresses of the Holders of that series as of such date, and




(b)  at
      such
      other times as the Trustee may request in writing, within 30 days after the
      receipt by the Company of any such request, a list of similar form and content
      as of a date not more than 15 days prior to the time such list is furnished; *provided,
      however,* that if
      and so long as the Trustee is Security Registrar with respect to Securities
      of a
      particular series no such list shall be required with respect to the Securities
      of such series.




44




Section
      7.02  Preservation
      of Information; Communications to Holders .




(a)  The
      Trustee shall preserve, in as current a form as is reasonably practicable,
      the
      names and addresses of Holders contained in the most recent list furnished
      to
      the Trustee as provided in Section 7.01 and the names and addresses of Holders
      received by the Trustee in its capacity as Security Registrar. The Trustee
      may
      destroy any list furnished to it as provided in Section 7.01 upon receipt of
      a
      new list so furnished.




(b)  The
      rights of Holders to communicate with other Holders with respect to their rights
      under this Indenture or under the Securities, and the corresponding rights
      and
      privileges of the Trustee, shall be as provided by the Trust Indenture
      Act.




(c)  Every
      Holder of Securities, by receiving and holding the same, agrees with the Company
      and the Trustee that neither the Company nor the Trustee nor any agent of either
      of them shall be held accountable by reason of the disclosure of information
      as
      to the names and addresses of the Holders made pursuant to the Trust Indenture
      Act.




Section
      7.03  Reports
      by Trustee .




(a)  Within
      60
      days after May 15 of each year commencing with the year 2007, the Trustee shall
      transmit to Holders such reports concerning the Trustee and its actions under
      this Indenture as may be required pursuant to the Trust Indenture Act if and
      to
      the extent and in the manner provided pursuant thereto.




(b)  A
      copy of
      each such report shall, at the time of such transmission to Holders, be filed
      by
      the Trustee with each stock exchange upon which any Securities are listed,
      with
      the Commission and with the Company. The Company will notify the Trustee when
      any Securities are listed on any stock exchange.




Section
      7.04  Reports
      by Company .




The
      Company shall file with the Trustee and the Commission, and transmit to Holders,
      such information, documents and other reports, and such summaries thereof,
      as
      may be required pursuant to the Trust Indenture Act in the manner provided
      pursuant to such Act; provided that any such information, documents or reports
      required to be filed with the Commission pursuant to Section 13 or 15(d) of
      the
      Securities Exchange Act of 1934, as amended, shall be filed with the Trustee
      within 15 days after the same is filed with the Commission. Delivery of such
      reports to the Trustee is for informational purposes only and the Trustee’s
      receipt of such reports shall not constitute constructive notice of any
      information contained therein or determinable from information contained
      therein, including the Company’s compliance with any of its covenants hereunder
      (as to which the Trustee is entitled to rely exclusively on Officers’
Certificates).




45




Section
      7.05  Holders’
      Meetings .




(a)  A
      meeting
      of Holders of any or all series may be called at any time and from time to
      time
      pursuant to the provisions of this Section 7.05 for any of the following
      purposes:




(1)  to
      give
      any notice to the Company or to the Trustee for such series, or to give any
      directions to the Trustee for such series, or to consent to the waiving of
      any
      default hereunder and its consequences, or to take any other action authorized
      to be taken by Holders pursuant to any of the provisions of Article
      V;




(2)  to
      remove
      the Trustee for such series and appoint a successor Trustee pursuant to the
      provisions of Article VI;




(3)  to
      consent to the execution of an indenture or supplemental indentures hereto
      pursuant to the provisions of Section 9.02; and




(4)  to
      take
      any other action authorized to be taken by or on behalf of the Holders of any
      specified aggregate principal amount of the Outstanding Securities of any one
      or
      more or all series, as the case may be, under any other provision of this
      Indenture or under applicable law.




(b)  The
      Trustee for any series may at any time call a meeting of Holders of such series
      to take any action specified in paragraph (a) of this Section 7.05, to be held
      at such time or times and at such place or places as the Trustee for such series
      shall determine. Notice of every meeting of the Holders of any series, setting
      forth the time and the place of such meeting and in general terms the action
      proposed to be taken at such meeting, shall be given to Holders of such series
      in the manner and to the extent provided in Section 1.05. Such notice shall
      be
      given not less than 20 days nor more than 90 days prior to the date fixed for
      the meeting.




(c)  In
      case
      at any time the Company, or the Holders of at least 10% in aggregate principal
      amount of the Outstanding Securities of a series or of all series, as the case
      may be, shall have requested the Trustee for such series to call a meeting
      of
      Holders of any or all such series by written request setting forth in reasonable
      detail the action proposed to be taken at the meeting, and the Trustee shall
      not
      have given the notice of such meeting within 20 days after the receipt of such
      request, then the Company or such Holders may determine the time or times and
      the place or places for such meetings and may call such meetings to take any
      action authorized by giving notice thereof as provided in the preceding
      paragraph.




(d)  To
      be
      entitled to vote at any meeting of Holders a Person shall be (a) a Holder of
      a
      Security of the series with respect to which such meeting is being held or
      (b) a
      Person appointed by an instrument in writing as agent or proxy by such Holder.
      The only Persons who shall be entitled to be present or to speak at any meeting
      of Holders shall be the Persons entitled to vote at such meeting and their
      counsel and any representatives of the Trustee for the series with respect
      to
      which such meeting is being held and its counsel and any representatives of
      the
      Company and its counsel.




(e)  Notwithstanding
      any other provisions of this Indenture, the Trustee for any series may make
      such
      reasonable regulations as it may deem advisable for any meeting of Holders
      of
      such series, in regard to proof of the holding of Securities of such series
      and
      of the appointment of proxies, and in regard to the appointment and duties
      of
      inspectors of votes, the submission and examination of proxies, certificates
      and
      other evidence of the right to vote, and such other matters concerning the
      conduct of the meeting as it shall deem appropriate.




46




The
      Trustee shall, by an instrument in writing, appoint a temporary chairman of
      the
      meeting, unless the meeting shall have been called by the Company or by Holders
      of such series as provided in paragraph (c) of this Section 7.05, in which
      case
      the Company or the Holders calling the meeting, as the case may be, shall in
      like manner appoint a temporary chairman. A permanent chairman and a permanent
      secretary of the meeting shall be elected by a majority vote of the
      meeting.




Subject
      to the provisos in the definition of “Outstanding,” at any meeting each Holder
      of a Debt Security of the series with respect to which such meeting is being
      held or proxy therefor shall be entitled to one vote for each $1,000 principal
      amount (or such other amount as shall be specified as contemplated by Section
      3.01) of Securities of such series held or represented by him; *provided,
      however,* that no
      vote shall be cast or counted at any meeting in respect of any Security
      challenged as not Outstanding and ruled by the chairman of the meeting to be
      not
      Outstanding. The chairman of the meeting shall have no right to vote other
      than
      by virtue of Outstanding Securities of such series held by him or instruments
      in
      writing duly designating him as the person to vote on behalf of Holders of
      Securities of such series. Any meeting of Holders with respect to which a
      meeting was duly called pursuant to the provisions of paragraph (b) or (c)
      of
      this Section 7.05 may be adjourned from time to time by a majority of such
      Holders present and the meeting may be held as so adjourned without further
      notice.




(f)  The
      vote
      upon any resolution submitted to any meeting of Holders with respect to which
      such meeting is being held shall be by written ballots on which shall be
      subscribed the signatures of such Holders or of their representatives by proxy
      and the serial number or numbers of the Securities held or represented by them.
      The permanent chairman of the meeting shall appoint two inspectors of votes
      who
      shall count all votes cast at the meeting for or against any resolution and
      who
      shall make and file with the secretary of the meeting their verified written
      reports in duplicate of all votes cast at the meeting. A record in duplicate
      of
      the proceedings of each meeting of Holders shall be prepared by the secretary
      of
      the meeting and there shall be attached to said record the original reports
      of
      the inspectors of votes on any vote by ballot taken thereat and affidavits
      by
      one or more persons having knowledge of the facts setting forth a copy of the
      notice of the meeting and showing that said notice was transmitted as provided
      in paragraph (b) of this Section 7.05. The record shall show the serial numbers
      of the Securities voting in favor of or against any resolution. The record
      shall
      be signed and verified by the affidavits of the permanent chairman and secretary

      of the meeting and one of the duplicates shall be delivered to the Company
      and
      the other to the Trustee to be preserved by the Trustee.




Any
      record so signed and verified shall be conclusive evidence of the matters
      therein stated.




(g)  Nothing
      contained in this Section 7.05 shall be deemed or construed to authorize or
      permit, by reason of any call of a meeting of Holders or any rights expressly
      or
      impliedly conferred hereunder to make such call, any hindrance or delay in
      the
      exercise of any right or rights conferred upon or reserved to the Trustee or
      to
      any Holder under any of the provisions of this Indenture or of the Securities
      of
      any series.




47




ARTICLE
      VIII.




CONSOLIDATION,
      MERGER,


CONVEYANCE,
      TRANSFER OR LEASE




Section
      8.01  Company
      May Consolidate, Etc., Only on Certain Terms .




The
      Company shall not consolidate with or merge with or into any other Person or
      convey, transfer or lease all or substantially all of its property or assets
      to
      any Person unless:




(1)  in
      case
      the Company shall consolidate with or merge into another Person or convey,
      transfer or lease all or substantially all of its property or assets to any
      Person, the Person formed by such consolidation or into which the Company is
      merged or the Person which acquires by conveyance or transfer, or which leases,
      the properties and assets of the Company shall be either the Company or a
      corporation or limited liability company, shall be organized and validly
      existing under the laws of the United States, any State thereof or the District
      of Columbia and shall expressly assume, by an indenture supplemental hereto
      executed and delivered to the Trustee, all obligations hereunder, including
      the
      due and punctual payment of the principal of and any premium and interest on
      all
      the Securities and the performance or observance of every covenant of this
      Indenture on the part of the Company to be performed or observed;
      and




(2)  after
      giving effect to such transaction, no Event of Default shall have occurred
      and
      be continuing.




Notwithstanding
      the foregoing, any Subsidiary of the Company may consolidate with, merge into
      or
      transfer all or part of its properties and assets to the Company.




Section
      8.02  Successor
      Substituted .




Upon
      any
      consolidation of the Company with, or merger of the Company into, any other
      Person or conveyance, transfer or lease of all or substantially all of the
      property or assets of the Company in accordance with Section 8.01, the successor
      Person formed by such consolidation or into which the Company is merged or
      to
      which conveyance, transfer or lease of all or substantially all of its property
      or assets is made shall succeed to, and be substituted for, and may exercise
      every right and power of, the Company under this Indenture with the same effect
      as if such successor Person had been named as the Company herein, and
      thereafter, except in the case of a lease, the predecessor Person shall be
      relieved of all obligations and covenants under this Indenture and the
      Securities. In the case of a lease, the predecessor Person shall not be released
      from its obligations to pay the principal of, premium, if any, and interest
      on
      the Securities. All Securities issued by the successor Person shall in all
      respects have the same legal priority as the Securities theretofore or
      thereafter authenticated, issued and delivered in accordance with the terms
      of
      this Indenture.




48




ARTICLE
      IX.




SUPPLEMENTAL
      INDENTURES




Section
      9.01  Supplemental
      Indentures Without Consent of Holders .




Without
      the consent of any Holders, the Company and the Trustee, at any time and from
      time to time, may amend the Securities of a series or enter into one or more
      indentures supplemental hereto, in form satisfactory to the Trustee, for any
      of
      the following purposes:




(1)  to
      make
      such provision in regard to matters or questions arising under this Indenture
      as
      may be necessary or desirable and not inconsistent with this Indenture or for
      the purpose of supplying any omission, curing any ambiguity, or curing,
      correcting or supplementing any defective or inconsistent provision, *provided* that
      such provision shall not adversely affect the interests of Holders of
      Outstanding Securities created prior to the execution of such supplemental
      indenture in any material respect; or




(2)  to
      change
      or eliminate any of the provisions of this Indenture, *provided* that any
      such change or elimination shall become effective only when there is no
      Outstanding Security of any series created prior to the execution of such
      supplemental indenture which is entitled to the benefit of such provision;
      or




(3)  to
      secure
      the Securities; or




(4)  to
      establish the form of Securities of any series as permitted by Sections 2.01
      and
      3.01; or




(5)  to
      evidence the succession of another Person to the Company, and the assumption
      by
      any such successor of the covenants of the Company herein and in the Securities;
      or




(6)  to
      grant
      to or confer upon the Trustee for the benefit of the Holders any additional
      rights, remedies, powers or authority; or




(7)  to
      permit
      the Trustee to comply with any duties imposed upon it by law; or




(8)  to
      specify further the duties and responsibilities of, and to define further the
      relationships among, the Trustee, any Authenticating Agent and any Paying Agent;
      or




(9)  to
      add to
      the covenants of the Company for the benefit of the Holders of all or any series
      of Securities (and if such covenants are to be for the benefit of less than
      all
      series of Securities, stating that such covenants are expressly being included
      solely for the benefit of such series) or to surrender a right or power
      conferred on the Company herein; or




(10)  to
      add
      any additional Events of Default (and if such Events of Default are to be
      applicable to less than all series of Securities, stating that such Events
      of
      Default are expressly being included for the benefit of such
      series).




49




Section
      9.02  Supplemental
      Indentures With Consent of Holders .




With
      the
      consent of the Holders of not less than a majority in principal amount of the
      Outstanding Securities of each series affected by such supplemental indenture,
      by Act of said Holders delivered to the Company and the Trustee, the Company
      and
      the Trustee may enter into an indenture or indentures supplemental hereto for
      the purpose of adding any provisions to or changing in any manner or eliminating
      any of the provisions of this Indenture or of modifying in any manner the rights
      of the Holders of Securities of such series under this Indenture; *provided,
      however,* that no
      such supplemental indenture shall:




(1)  change
      the Stated Maturity of any Security; or reduce the rate of interest on any
      Security; or change the method of calculating interest, or any term used in
      the
      calculation of interest, or the period for which interest is payable, on any
      Security; or reduce the principal amount of any Security or any premium thereon;
      or reduce the payment of any mandatory sinking fund or analogous obligation;
      or
      reduce the amount of the principal of an Original Issue Discount Security that
      would be due and payable upon a declaration of acceleration of the Maturity
      thereof; or adversely affect the right of repayment or renewal, if any, at
      the
      option of the Holders; or change the coin or currency in which the principal
      of
      any Security or any premium or interest thereon is payable; or change the date
      on which any Security may be redeemed; or adversely affect the rights of any
      Holding to institute suit for the enforcement of any payment of principal of
      or
      any premium or interest on any Security, in each case without the consent of
      the
      Holder of each Outstanding Security that would be affected thereby (for purposes
      of this Section 9.02(1) only, the term “Security” shall include Securities for
      which an offer to purchase has been accepted by the Company); or




(2)  reduce
      the aforesaid percentage of Securities, the Holders of which are required to
      consent to any such supplemental indenture, or the percentage in aggregate
      principal amount of the Outstanding Securities the consent of the Holders of
      which is required for any waiver of certain past defaults or Events of Default
      hereunder or the consequences thereof, in each case without the consent of
      the
      Holders of all of the Outstanding Securities.




A
      supplemental indenture which changes or eliminates any covenant or other
      provision of this Indenture which has expressly been included solely for the
      benefit of one or more particular series of Securities, or which modifies the
      rights of the Holders of Securities of such series with respect to such covenant
      or other provision, shall be deemed not to affect the rights under this
      Indenture of the Holders of Securities of any other series.




It
      shall
      not be necessary for any Act of Holders under this Section to approve the
      particular form of any proposed supplemental indenture, but it shall be
      sufficient if such Act shall approve the substance thereof.




Section
      9.03  Execution
      of Supplemental Indentures .




In
      executing, or accepting the additional trusts created by, any supplemental
      indenture permitted by this Article or the modifications thereby of the trusts
      created by this Indenture, the Trustee shall be provided with, and (subject
      to
      Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel
      stating that the execution of such supplemental indenture is authorized or
      permitted by this Indenture. The Trustee may, but shall not be obligated to,
      enter into any such supplemental indenture which affects the Trustee’s own
      rights, duties or immunities under this Indenture or otherwise.




50




Section
      9.04  Effect
      of Supplemental Indentures .




Upon
      the
      execution of any supplemental indenture under this Article, this Indenture
      shall
      be modified in accordance therewith, and such supplemental indenture shall
      form
      a part of this Indenture for all purposes; and every Holder of Securities
      theretofore or thereafter authenticated and delivered hereunder shall be bound
      thereby.




Section
      9.05  Conformity
      with Trust Indenture Act .




Every
      supplemental indenture executed pursuant to this Article shall conform to the
      requirements of the Trust Indenture Act as then in effect.




Section
      9.06  Reference
      in Securities to Supplemental Indentures .




Securities
      of any series authenticated and delivered after the execution of any
      supplemental indenture pursuant to this Article may, and shall if required
      by
      the Trustee, bear a notation in form approved by the Trustee as to any matter
      provided for in such supplemental indenture. If the Company shall so determine,
      new Securities of any series so modified as to conform, in the opinion of the
      Trustee and the Company, to any such supplemental indenture may be prepared
      and
      executed by the Company and authenticated and delivered by the Trustee in
      exchange for Outstanding Securities of such series.




Section
      9.07  Notice
      of Supplemental Indenture .




Promptly
      after the execution by the Company and the appropriate Trustee of any
      supplemental indenture, the Company shall transmit, as provided herein, to
      all
      Holders of any series of the Securities affected thereby, a notice setting
      forth
      in general terms the substance of such supplemental indenture.




ARTICLE
      X.




COVENANTS




Section
      10.01  Payment
      of Principal, Premium and Interest .




The
      Company covenants and agrees for the benefit of each series of Securities that
      it will duly and punctually pay the principal of (and premium, if any) and
      interest on the Securities of that series in accordance with the terms of the
      Securities and this Indenture.




51




Section
      10.02  Maintenance
      of Office or Agency .




The
      Company will maintain in each Place of Payment an office or agency where
      Securities may be presented or surrendered for payment, where Securities may
      be
      surrendered for registration of transfer or exchange and where notices and
      demands to or upon the Company in respect of the Securities and this Indenture
      may be served. The Company will give prompt written notice to the Trustee of
      the
      location, and any change in the location, of such office or agency. If at any
      time the Company terminates the appointment of a Paying Agent or Security
      Registrar or otherwise shall fail to maintain any such required office or
      agency, the Company shall use its reasonable best efforts to appoint a successor
      Paying Agent or Security Registrar reasonably acceptable to the Trustee. If
      the
      Company fails to maintain a Paying Agent or Security Registrar, the Trustee
      will
      act as such, and the Company hereby appoints the Trustee as its agent to receive
      all such presentations, surrenders, notices and demands.




The
      Company may also from time to time designate one or more other offices or
      agencies where the Securities may be presented or surrendered for any or all
      such purposes and may from time to time rescind such designations; *provided,
      however,* that no
      such designation or rescission shall in any manner relieve the Company of its
      obligation to maintain an office or agency in each Place of Payment for such
      purposes. The Company will give prompt written notice to the Trustee of any
      such
      designation or rescission and of any change in the location of any such other
      office or agency.




Section
      10.03  Money
      for Securities Payments to Be Held in Trust .




If
      the
      Company shall at any time act as its own Paying Agent with respect to any series
      of Securities, it will, on or before each due date of the principal of (and
      premium, if any) or interest on any of the Securities of that series, segregate
      and hold in trust for the benefit of the Persons entitled thereto a sum
      sufficient to pay the principal (and premium, if any) or interest so becoming
      due until such sums shall be paid to such Persons or otherwise disposed of
      as
      herein provided and will promptly notify the Trustee in writing of its action
      or
      failure so to act.




Whenever
      the Company shall have one or more Paying Agents for any series of Securities,
      it will, prior to each due date of the principal of (and premium, if any) or
      interest on any Securities of that series, deposit with a Paying Agent a sum
      sufficient to pay the principal (and premium, if any) or interest so becoming
      due, such sum to be held in trust for the benefit of the Persons entitled to
      such principal, premium or interest, and (unless such Paying Agent is the
      Trustee) the Company will promptly notify the Trustee in writing of its action
      or failure so to act.




The
      Company will cause each Paying Agent for any series of Securities other than
      the
      Trustee to execute and deliver to the Trustee an instrument in which such Paying
      Agent shall agree with the Trustee, subject to the provisions of this Section,
      that such Paying Agent will:




(1)  hold
      all
      sums held by it for the payment of the principal of (and premium, if any) or
      interest on Securities of that series in trust for the benefit of the Persons
      entitled thereto until such sums shall be paid to such Persons or otherwise
      disposed of as herein provided;




52




(2)  give
      the
      Trustee written notice of any default by the Company (or any other obligor
      upon
      the Securities of that series) in the making of any payment of principal (and
      premium, if any) or interest on the Securities of that series; and




(3)  at
      any
      time during the continuance of any such default, upon the written request of
      the
      Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying
      Agent.




The
      Company may at any time, for the purpose of obtaining the satisfaction and
      discharge of this Indenture or for any other purpose, pay, or by Company Order
      direct any Paying Agent to pay, to the Trustee all sums held in trust by the
      Company or such Paying Agent, such sums to be held by the Trustee upon the
      same
      trusts as those upon which such sums were held by the Company or such Paying
      Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
      Agent shall be released from all further liability with respect to such
      money.




Any
      money
      deposited with the Trustee or any Paying Agent, or then held by the Company,
      in
      trust for the payment of the principal of (and premium, if any) or interest
      on
      any Security of any series and remaining unclaimed for two years after such
      principal (and premium, if any) or interest has become due and payable shall
      be
      paid to the Company on Company Request, or (if then held by the Company) shall
      be discharged from such trust; and the Holder of such Security shall thereafter,
      as an unsecured general creditor, look only to the Company for payment thereof,
      and all liability of the Trustee or such Paying Agent with respect to such
      trust
      money, and all liability of the Company as trustee thereof, shall thereupon
      cease; *provided,
      however,* that the
      Trustee or such Paying Agent, before being required to make any such repayment,
      may at the expense of the Company cause to be published once, in an Authorized
      Newspaper in the Borough of Manhattan, The City of New York, notice that such
      money remains unclaimed and that, after a date specified therein, which shall
      not be less than 30 days from the date of such publication, any unclaimed
      balance of such money then remaining will be repaid to the Company.




Section
      10.04  Corporate
      Existence .




Subject
      to Article VIII, the Company will do or cause to be done all things necessary
      to
      preserve and keep in full force and effect its corporate existence, rights
      (charter and statutory) and franchises; *provided,
      however* ,
      that
      the Company shall not be required to preserve any such right or franchise if
      the
      Company shall determine that the preservation thereof is no longer desirable
      in
      the conduct of the business of the Company.





Section
      10.05  Notice
      of Defaults .




The
      Company will give to the Trustee written notice of the occurrence of an Event
      of
      Default within five days after the Company becomes aware of such
      occurrence.




53





Section
      10.06  Waiver
      of Certain Covenants .




The
      Company may omit in any particular instance to comply with any term, provision
      or condition set forth in Section 8.01 or Section 10.07 with respect to the
      Securities of any series if, before the time for such compliance, the Holders
      of
      at least a majority in principal amount of the Outstanding Securities of such
      series shall, by Act of such Holders, either waive compliance in such instance
      or generally waive compliance with such term, provision or condition, but no
      such waiver shall extend to or affect such term, provision or condition except
      to the extent so expressly waived, and, until such waiver shall become
      effective, the obligations of the Company and the duties of the Trustee in
      respect of any such term, provision or condition shall remain in full force
      and
      effect.




Section
      10.07  Limitation
      upon Mortgages and Liens .




The
      Company will not at any time directly or indirectly create or assume and will
      not cause or permit a Subsidiary directly or indirectly to create or assume,
      except in favor of the Company or a Wholly-Owned Subsidiary, any mortgage,
      pledge or other lien or encumbrance upon any Principal Facility or any interest
      it may have therein or upon any stock of any Regulated Subsidiary or any
      indebtedness of any Subsidiary to the Company or any other Subsidiary, whether
      now owned or hereafter acquired, without making effective provision (and the
      Company covenants that in such case it will make or cause to be made, effective
      provision) whereby the outstanding Securities and any other indebtedness of
      the
      Company then entitled thereto shall be secured by such mortgage, pledge, lien
      or
      encumbrance equally and ratably with any and all other obligations and
      indebtedness thereby secured, so long as any such other obligations and
      indebtedness shall be so secured (provided, that for the purpose of providing
      such equal and ratable security, the principal amount of outstanding Original
      Issue Discount Securities shall be the amount of the principal thereof that
      would be due and payable as of the date of such determination upon a declaration
      of acceleration of the Maturity thereof pursuant to Section 5.02); *provided,
      however* ,
      that
      the foregoing covenant shall not be applicable to (1) the lien of the Midwest
      Power Indenture, (2) Permitted Encumbrances or (3) any transfer, lease, use
      or
      other encumbrance of or on the Company’s or any Subsidiary’s transmission assets
      as required by applicable state or federal order, regulation, rule or
      statute.




ARTICLE
      XI.




REDEMPTION
      OF SECURITIES




Section
      11.01  Applicability
      of Article .




Securities
      of any series which are redeemable before their Stated Maturity shall be
      redeemable in accordance with their terms and (except as otherwise specified
      as
      contemplated in Section 3.01 for Securities of any series) in accordance with
      this Article.




Section
      11.02  Election
      to Redeem; Notice to Trustee .




The
      election of the Company to redeem any Securities shall be evidenced by a Board
      Resolution. In case of any redemption at the election of the Company of less
      than all the Securities of any series, the Company shall, at least 60 days
      prior
      to the Redemption Date fixed by the Company (unless a shorter notice shall
      be
      satisfactory to the Trustee), notify the Trustee of such Redemption Date, of
      the
      principal amount of Securities of such series to be redeemed and, if applicable,
      of the tenor of the Securities to be redeemed. In the case of any redemption
      of
      Securities prior to the expiration of any restriction on such redemption
      provided in the terms of such Securities or elsewhere in this Indenture, the
      Company shall furnish the Trustee with an Officers’ Certificate evidencing
      compliance with such restriction.




54




Section
      11.03  Selection
      by Trustee of Securities to Be Redeemed .




If
      less
      than all the Securities of any series are to be redeemed (unless all of the
      Securities of such series and of a specified tenor are to be redeemed), the
      particular Securities to be redeemed shall be selected not more than 60 days
      prior to the Redemption Date by the Trustee, from the Outstanding Securities
      of
      such series not previously called for redemption, in a manner which the Trustee
      deems fair and appropriate, which may provide for the selection for redemption
      of portions (equal to the minimum authorized denomination for Securities of
      that
      series or any integral multiple thereof) of the principal amount of Securities
      of such series of a denomination larger than the minimum authorized denomination
      for Securities of that series. If the Company shall so specify and identify
      the
      appropriate Securities, Securities owned of record and beneficially by the
      Company or any Subsidiary shall not be included in the Securities selected
      for
      redemption.




The
      Trustee shall promptly notify the Company in writing of the Securities selected
      for redemption and, in the case of any Securities selected for partial
      redemption, the principal amount thereof to be redeemed.




For
      all
      purposes of this Indenture, unless the context otherwise requires, all
      provisions relating to the redemption of Securities shall relate, in the case
      of
      any Securities redeemed or to be redeemed only in part, to the portion of the
      principal amount of such Securities which has been or is to be
      redeemed.




Section
      11.04  Notice
      of Redemption .




Notice
      of
      redemption shall, unless otherwise specified by the terms of the Securities
      to
      be redeemed, be given not less than 30 nor more than 60 days prior to the
      Redemption Date, to each Holder of Securities to be redeemed, in accordance
      with
      Section 1.06.




All
      notices of redemption shall state:




(1)  the
      Redemption Date;




(2)  the
      Redemption Price;




(3)  the
      place
      or places where such Securities are to be surrendered for payment of the
      Redemption Price, which shall be the office or agency of the Company in each
      Place of Payment;




(4)  that
      payment of the Redemption Price will be made on the surrender of such Securities
      at such place or places of redemption;




55




(5)  that
      accrued interest to the Redemption Date will be paid as specified in such notice
      and that from and after the Redemption Date interest on such Securities will
      cease to accrue;




(6)  if
      less
      than all the Outstanding Securities of any series are to be redeemed (unless
      all
      the Securities of such series of a specified tenor are to be redeemed), the
      identification (and, in the case of partial redemption of any Securities, the
      principal amounts) of the particular Securities to be redeemed;




(7)  in
      the
      case of partial redemption of any Securities, that upon surrender of such
      Securities, a new Security or new Securities having the same terms will be
      issued in aggregate principal amount equal to the unredeemed
      portion;




(8)  that
      redemption is subject to the receipt by the Trustee or a Paying Agent prior
      to
      the Redemption Date of sufficient funds to make the redemption, if such is
      the
      case; and




(9)  that
      the
      redemption is for a sinking fund, if such is the case.




Notice
      of
      redemption of Securities to be redeemed at the election of the Company shall
      be
      given by the Company or, at the Company’s request, by the Trustee in the name
      and at the expense of the Company.




Section
      11.05  Deposit
      of Redemption Price .




Prior
      to
      any Redemption Date, the Company shall deposit with the Trustee or with a Paying
      Agent (or, if the Company is acting as its own Paying Agent, segregate and
      hold
      in trust as provided in Section 10.03) an amount of money sufficient to pay
      the
      Redemption Price of, and (except if the Redemption Date shall be an Interest
      Payment Date) accrued interest on, all the Securities which are to be redeemed
      on that date.




Section
      11.06  Securities
      Payable on Redemption Date .




Notice
      of
      redemption having been given as aforesaid, the Securities so to be redeemed
      shall, on the Redemption Date, become due and payable at the Redemption Price
      therein specified, and from and after such date (unless the Company shall
      default in the payment of the Redemption Price and accrued interest) such
      Securities shall cease to bear interest. Upon surrender of any such Security
      for
      redemption in accordance with said notice, such Security shall be paid by the
      Company at the Redemption Price, together with accrued interest to the
      Redemption Date; *provided,
      however,* that *,* unless
      otherwise specified as contemplated by Section 3.01, installments of interest
      whose Stated Maturity is on or prior to the Redemption Date will be payable
      to
      the Holders of such Securities, or one or more Predecessor Securities,
      registered as such at the close of business on the relevant Record Dates
      according to their terms and the provisions of Section 3.07.




If
      any
      Security called for redemption shall not be so paid upon surrender thereof
      for
      redemption, the principal and any premium shall, until paid, bear interest
      from
      the Redemption Date at the rate prescribed therefor in the
      Security.




56




Section
      11.07  Securities
      Redeemed in Part .




Any
      Security which is to be redeemed only in part shall be surrendered at a Place
      of
      Payment therefor (with, if the Company or the Trustee so requires, due
      endorsement by, or a written instrument of transfer in form satisfactory to
      the
      Company and the Trustee duly executed by, the Holder thereof or his attorney
      duly authorized in writing), and the Company shall execute, and the Trustee
      shall authenticate and deliver to the Holder of such Security without service
      charge, a new Security or Securities of the same series and of like tenor,
      of
      any authorized denomination as requested by such Holder, in aggregate principal
      amount equal to and in exchange for the unredeemed portion of the principal
      of
      the Security so surrendered. If a Global Security is so surrendered, such new
      Security so issued shall be a new Global Security.




ARTICLE
      XII.




SINKING
      FUNDS




Section
      12.01  Applicability
      of Article .




The
      provisions of this Article shall be applicable to any sinking fund for the
      retirement of Securities of a series except as otherwise specified as
      contemplated by Section 3.01 for Securities of such series.




The
      minimum amount of any sinking fund payment provided for by the terms of
      Securities of any series is herein referred to as a “ mandatory
      sinking fund payment ,”
and
      any payment in excess of such minimum amount provided for by the terms of
      Securities of any series is herein referred to as an “ optional
      sinking fund payment .”
If
      provided for by the terms of Securities of any series, the cash amount of any
      sinking fund payment may be subject to reduction as provided in Section 12.02.
      Each sinking fund payment shall be applied to the redemption of Securities
      of
      any series as provided for by the terms of Securities of such
      series.




Section
      12.02  Satisfaction
      of Mandatory Sinking Fund Payments with Securities .




The
      Company (1) may deliver Outstanding Securities of a series to the Trustee for
      cancellation (other than any previously called for redemption) and (2) may
      apply
      as a credit Securities of a series which have been redeemed either at the
      election of the Company or the Holders, if applicable, pursuant to the terms
      of
      such Securities or through the application of permitted optional sinking fund
      payments pursuant to the terms of such Securities, in each case in satisfaction
      of all or any part of any mandatory sinking fund payment with respect to the
      Securities of such series required to be made pursuant to the terms of such
      Securities as provided for by the terms of such series or may apply Securities
      of such series which have been previously cancelled; *provided* that
      such Securities have not been previously so credited. Such Securities shall
      be
      received and credited for such purpose by the Trustee at the Redemption Price
      specified in such Securities for redemption through operation of such mandatory
      sinking fund and the amount of such mandatory sinking fund payment shall be
      reduced accordingly.




57




Section
      12.03  Redemption
      of Securities for Mandatory Sinking Fund .




Not
      less
      than 60 days prior to each mandatory sinking fund payment date for any series
      of
      Securities, the Company will deliver to the Trustee an Officers’ Certificate
      specifying the amount of the next ensuing mandatory sinking fund payment for
      that series pursuant to the terms of that series, the portion thereof, if any,
      which is to be satisfied by payment of cash and the portion thereof, if any,
      which is to be satisfied by delivering and crediting Securities or applying
      previously cancelled Securities of that series pursuant to Section 12.02 and
      the
      basis for such credit and will also deliver to the Trustee any Securities to
      be
      so delivered which have not theretofore been delivered to the Trustee. Not
      less
      than 30 days before each such mandatory sinking fund payment date, the Trustee
      shall select the Securities to be redeemed upon such mandatory sinking fund
      payment date in the manner specified in Section 11.02 and cause notice of the
      redemption thereof to be given in the name of and at the expense of the Company
      in the manner provided in Section 11.03. Such notice having been duly given,
      the
      redemption of such Securities shall be made upon the terms and in the manner
      stated in Sections 11.04, 11.05 and 11.06.




ARTICLE
      XIII.




REPAYMENT
      OF SECURITIES




AT
      OPTION
      OF HOLDERS




Section
      13.01  Applicability
      of Article .




Securities
      of any series that are repayable before their Stated Maturity at the option
      of
      the Holders shall be repaid in accordance with their terms and (except as
      otherwise specified as contemplated by Section 3.01 for Securities of any
      series) in accordance with this Article.




Section
      13.02  Notice
      of Repayment Date .




Notice
      of
      any Repayment Date with respect to Securities of any series shall, unless
      otherwise specified by the terms of the Securities of such series, be given
      by
      the Company not less than 45 nor more than 60 days prior to such Repayment
      Date,
      to the Trustee and to each Holder of Securities of such series in accordance
      with Sections 1.05 and 1.06, respectively.




The
      notice as to Repayment Date shall state:




(1)  the
      Repayment Date;




(2)  the
      Repayment Price;




(3)  the
      place
      or places where such Securities are to be surrendered for payment of the
      Repayment Price, which shall be the office or agency of the Company in each
      Place of Payment, and the date by which Securities must be so surrendered in
      order to be repaid;




(4)  a
      description of the procedure which a Holder must follow to exercise a repayment
      right; and




58




(5)  that
      exercise of the option to elect repayment is irrevocable.




No
      failure of the Company to give the foregoing notice shall limit any Holder’s
      right to exercise a repayment right.




Section
      13.03  Deposit
      of Repayment Price .




On
      or
      prior to any Repayment Date, the Company shall deposit with the Trustee or
      with
      a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
      and hold in trust as provided in Section 10.03) an amount of money sufficient
      to
      pay the Repayment Price of and (except if the Repayment Date shall be an
      Interest Payment Date) accrued interest on, all the Securities of such series
      which are to be repaid on that date.




Section
      13.04  Securities
      Payable on Repayment Date .




The
      form
      of option to elect repayment having been delivered as specified in the form
      of
      Security for such series as provided in Section 2.01, the Securities so to
      be
      repaid shall, on the Repayment Date, become due and payable at the Repayment
      Price applicable thereto, and from and after such date (unless the Company
      shall
      default in the payment of the Repayment Price and accrued interest) such
      Securities shall cease to bear interest. Upon surrender of any such Security
      for
      repayment in accordance with said notice, such Security shall be paid by the
      Company at the Repayment Price, together with accrued interest to the Repayment
      Date; *provided,
      however,* that,
      unless otherwise specified as contemplated by Section 3.01, installments of
      interest whose Stated Maturity is on or prior to such Repayment Date will be
      payable to the Holders of such Securities, or one or more Predecessor
      Securities, registered as such at the close of business on the relevant Record
      Date according to their terms and the provisions of Section 3.07.




If
      any
      Security to be repaid shall not be so paid upon surrender thereof for repayment,
      the principal shall, until paid, bear interest from the Repayment Date at the
      rate prescribed in the Security.




Section
      13.05  Securities
      Repaid in Part .




Any
      Security which by its terms may be repaid in part at the option of the Holder
      thereof and which is to be repaid only in part shall be surrendered at any
      office or agency of the Company designated for that purpose pursuant to Section
      10.02 (with, if the Company or the Trustee so requires, due endorsement by,
      or a
      written instrument of transfer in form satisfactory to the Company and the
      Trustee duly executed by, the Holder thereof or his attorney duly authorized
      in
      writing), and the Company shall execute, and the Trustee shall authenticate
      and
      deliver to the Holder of such Security, without service charge, a new Security
      or Securities of the same series and of like tenor, of any authorized
      denomination as requested by such Holder, in aggregate principal amount equal
      to
      and in exchange for the unrepaid portion of the principal of the Security so
      surrendered. If a Global Security is so surrendered, such new Security so issued
      shall be a new Global Security.




59




ARTICLE
      XIV.




DEFEASANCE
      AND COVENANT DEFEASANCE




Section
      14.01  Applicability
      of Article; Company’s Option to Effect Defeasance or Covenant
      Defeasance .




If
      pursuant to Section 3.01 provision is made for either or both of (a) defeasance
      of the Securities of a series under Section 14.02 or (b) covenant defeasance
      of
      the Securities of a series under Section 14.03, then the provisions of such
      Section or Sections, as the case may be, together with the other provisions
      of
      this Article XIV, shall be applicable to the Securities of such series, and
      the
      Company may at its option at any time with respect to the Securities of such
      series, elect to have either Section 14.02 (if applicable) or Section 14.03
      (if
      applicable) be applied to the Outstanding Securities of such series upon
      compliance with the conditions set forth below in this Article XIV.




Section
      14.02  Defeasance
      and Discharge .




Upon
      the
      Company’s exercise of the above option applicable to this Section with respect
      to the Outstanding Securities of a particular series, the Company shall be
      deemed to have been discharged from its obligations with respect to the
      Outstanding Securities of such series (except for certain obligations to
      register the transfer or exchange of Securities of such series, to replace
      stolen, lost or mutilated Securities of such series, and to maintain paying
      agencies) on and after the date the conditions precedent set forth below are
      satisfied (hereinafter, “ defeasance ”).
      For
      this purpose, such defeasance means that the Company shall be deemed to have
      paid and discharged the entire indebtedness represented by the Outstanding
      Securities of such series and to have satisfied all its other obligations under
      such Securities and this Indenture insofar as such Securities are concerned
      (and
      the Trustee, at the expense of the Company and upon Company Request, shall
      execute proper instruments acknowledging the same), except for the following
      which shall survive until otherwise terminated or discharged hereunder: (A)
      the
      rights of Holders of Outstanding Securities of such series to receive, solely
      from the trust fund described in Section 14.04 as more fully set forth in such
      Section, payments of the principal of and any premium and interest on such
      Securities when such payments are due, (B) the Company’s obligations with
      respect to such Securities under Section 3.04, 3.05, 3.06, 6.07, 10.02 and
      10.03
      and such obligations as shall be ancillary thereto, (C) the rights, powers,
      trusts, duties, immunities and other provisions in respect of the Trustee
      hereunder and (D) this Article XIV. Subject to compliance with this Article
      XIV,
      the Company may exercise its option under this Section 14.02 notwithstanding
      the
      prior exercise of its option under Section 14.03 with respect to the Securities
      of such series.




Section
      14.03  Covenant
      Defeasance .




Upon
      the
      Company’s exercise of the above option applicable to this Section with respect
      to the Outstanding Securities of a particular series, the Company shall be
      released from its obligations under Sections 8.01 and 10.08 (and any other
      covenant applicable to such Securities that is determined pursuant to Section
      3.01 to be subject to covenant defeasance under this Section) and the occurrence
      of an event specified in Clause (4) of Section 5.01 with respect to any of
      Sections 8.01 or 10.08 (and any other Event of Default applicable to such
      Securities that is determined pursuant to Section 3.01 to be subject to covenant
      defeasance under this Section) shall not be deemed to be an Event of Default
      with respect to the Outstanding Securities of such series on and after the
      date
      the conditions set forth below are satisfied (hereinafter, “ covenant
      defeasance ”).
      For
      this purpose, such covenant defeasance means that, with respect to the
      Outstanding Securities of such series, the Company may omit to comply with
      and
      shall have no liability in respect of any term, condition, limitation or
      restrictive covenant set forth in any such Section or Clause whether directly
      or
      indirectly by reason of any reference elsewhere herein to any such Section
      or
      Clause or by reason of any reference in any such Section or Clause to any other
      provision herein or in any other document, including any supplement hereto,
      any
      Board Resolution or Officers’ Certificate delivered hereto but the remainder of
      this Indenture and such Securities shall be unaffected thereby.




60




Section
      14.04  Conditions
      to Defeasance or Covenant Defeasance .




The
      following shall be the conditions precedent to application of either Section
      14.02 or Section 14.03 to the Outstanding Securities of a particular
      series:




(1)  The
      Company shall irrevocably have deposited or caused to be deposited with the
      Trustee (or another trustee satisfying the requirements of Section 6.09 who
      shall agree to comply with the provisions of this Article XIV applicable to
      it)
      as trust funds in trust for the purpose of making the following payments,
      specifically pledged as security for, and dedicated solely to, the benefit
      of
      the Holders of such Securities, (A) money in an amount, or (B) U.S. Government
      Obligations which through the scheduled payment of principal and interest in
      respect thereof in accordance with their terms will provide, not later than
      one
      day before the due date of any payment, money in an amount, or (C) a combination
      thereof, sufficient, without reinvestment, in the opinion of a nationally
      recognized firm of independent public accountants expressed in a written
      certification thereto delivered to the Trustee, to pay and discharge, and which
      shall be applied by the Trustee (or other qualifying trustee) to pay and
      discharge, (i) the principal of and any premium, if any, and interest on the
      Outstanding Securities of such series on the maturity of such principal, premium
      or interest and (ii) any mandatory sinking fund payments or analogous payments
      applicable to the Outstanding Securities of such series on the day on which
      such
      payments are due in accordance with the terms of this Indenture and of such
      Securities. Before such a deposit, the Company may make arrangements
      satisfactory to the Trustee for the redemption of Securities at a future date
      or
      dates in accordance with Article XI, which shall be given effect in applying
      the
      foregoing. For this purpose, “ U.S.
      Government Obligations ”
means
      securities that are (x) direct obligations of the United States for the payment
      of which its full faith and credit is pledged or (y) obligations of a Person
      controlled or supervised by and acting as an agency or instrumentality of the
      United States the timely payment of which is unconditionally guaranteed as
      a
      full faith and credit obligation by the United States, which, in either case,
      are not callable or redeemable at the option of the issuer thereof, and shall
      also include a depositary receipt issued by a bank (as defined in Section
      3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect
      to
      any such U.S. Government Obligation or a specific payment of principal of or
      interest on any such U.S. Government Obligation held by such custodian for
      the
      account of the holder of such depositary receipt, provided that (except as
      required by law) such custodian is not authorized to make any deduction from
      the
      amount payable to the holder of such depositary receipt from any amount received
      by the custodian in respect of the U.S. Government Obligation or the specific
      payment of principal of or interest on the U.S. Government Obligation evidenced
      by such depositary receipt.









(2)  No
      Event
      of Default or event which with notice or lapse of time or both would become
      an
      Event of Default with respect to the Securities of such series shall have
      occurred and be continuing (A) on the date of such deposit or (B) insofar as
      subsections 5.01(5) and (6) are concerned, at any time during the period ending
      on the 91st day after the date of such deposit or, if longer, ending on the
      day
      following the expiration of the longest preference period applicable to the
      Company in respect of such deposit (it being understood that the condition
      in
      this condition shall not be deemed satisfied until the expiration of such
      period).




(3)  Such
      defeasance or covenant defeasance shall not (A) cause the Trustee for the
      Securities of such series to have a conflicting interest as defined in Section
      6.08 or for purposes of the Trust Indenture Act with respect to any securities
      of the Company or (B) result in the trust arising from such deposit to
      constitute, unless it is qualified as, a regulated investment company under
      the
      Investment Company Act of 1940, as amended.




(4)  Such
      defeasance or covenant defeasance shall not result in a breach or violation
      of,
      or constitute a default under, this Indenture or any other material agreement
      or
      instrument to which the Company is a party or by which it is bound.




(5)  In
      the
      case of an election under Section 14.02, the Company shall have delivered to
      the
      Trustee an Opinion of Counsel stating that (x) the Company has received from,
      or
      there has been published by, the Internal Revenue Service a ruling, or (y)
      since
      the date of this Indenture there has been a change in the applicable Federal
      income tax law, in either case to the effect that, and based thereon such
      opinion shall confirm that, the Holders of the Outstanding Securities of such
      series will not recognize income, gain or loss for United States federal income
      tax purposes as a result of such deposit, defeasance and discharge and will
      be
      subject to United States federal income tax on the same amounts, in the same
      manner and at the same times as would have been the case if such deposit,
      defeasance and discharge had not occurred.




(6)  In
      the
      case of an election under Section 14.03, the Company shall have delivered to
      the
      Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding
      Securities of such series will not recognize income, gain or loss for United
      States federal income tax purposes as a result of such covenant defeasance
      and
      will be subject to United States federal income tax on the same amounts, in
      the
      same manner and at the same times as would have been the case if such deposit
      and covenant defeasance had not occurred.




(7)  Such
      defeasance or covenant defeasance shall be effected in compliance with any
      additional terms, conditions or limitations which may be imposed on the Company
      in connection therewith pursuant to Section 3.01.




62




(8)  The
      Company shall have delivered to the Trustee an Officers’ Certificate and an
      Opinion of Counsel, each stating that all conditions precedent provided for
      relating to either the defeasance under Section 14.02 or the covenant defeasance
      under Section 14.03 (as the case may be) have been complied with.




Section
      14.05  Deposited
      Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous
      Provisions .




Subject
      to the provisions of the last paragraph of Section 10.03, all money and U.S.
      Government Obligations (including the proceeds thereof) deposited with the
      Trustee (or other qualifying trustee - collectively, for purposes for this
      Section 14.05, the “Trustee”) pursuant to Section 14.04 in respect of the
      Outstanding Securities of such series shall be held in trust and applied by
      the
      Trustee, in accordance with the provisions of such Securities and this
      Indenture, to the payment, either directly or through any Paying Agent (but
      not
      including the Company acting as its own Paying Agent) as the Trustee may
      determine, to the Holders of such Securities, of all sums due and to become
      due
      thereon in respect of principal, premium and interest, but such money need
      not
      be segregated from other funds except to the extent required by law.




The
      Company shall pay and indemnify the Trustee against any tax, fee or other charge
      imposed on or assessed against the money or U.S. Government Obligations
      deposited pursuant to Section 14.04 or the principal and interest received
      in
      respect thereof.




Anything
      herein to the contrary notwithstanding, the Trustee shall deliver or pay to
      the
      Company from time to time upon Company Request any money or U.S. Government
      Obligations held by it as provided in Section 14.04 which, in the opinion of
      a
      nationally recognized firm of independent public accountants expressed in a
      written certification thereof delivered to the Trustee, are in excess of the
      amount thereof which would then be required to be deposited to effect an
      equivalent defeasance or covenant defeasance.




Section
      14.06  Reinstatement .




If
      the
      Trustee or the Paying Agent is unable to apply any money in accordance with
      Section 14.02 or 14.03 with respect to the Securities of any series by reason
      of
      any order or judgment of any court or governmental authority enjoining,
      restraining or otherwise prohibiting such application, then the Company’s
      obligations under this Indenture and the Securities of such series shall be
      revived and reinstated as though no deposit had occurred pursuant to this
      Article XIV until such time as the Trustee or Paying Agent is permitted to
      apply
      all such money in accordance with Section 14.02 or 10.03; *provided,
      however,* that if
      the Company makes any payment of the principal of or any premium or interest
      on
      any such Security following the reinstatement of its obligations, the Company
      shall be subrogated to the rights of the Holders of such Securities to receive
      such payment from the money held by the Trustee or the Paying
      Agent.




ARTICLE
      XV.




IMMUNITY
      OF INCORPORATORS,




STOCKHOLDERS,
      OFFICERS AND DIRECTORS




Section
      15.01  Immunity
      of Incorporators, Stockholders, Officers and Directors .




No
      recourse under or upon any obligation, covenant or agreement of this Indenture,
      or of any Security, or for any claim based thereon or otherwise in respect
      thereof, shall be had against any incorporator, stockholder, officer or
      director, as such, past, present or future, of the Company or of any successor
      corporation, either directly or through the Company, whether by virtue of any
      constitution, statute or rule of law, or by the enforcement of any assessment
      or
      penalty or otherwise; it being expressly understood that this Indenture and
      the
      obligations issued hereunder are solely corporate obligations, and that no
      personal liability whatever shall attach to, or is or shall be incurred by,
      the
      incorporators, stockholders, officers or directors, as such, of the Company
      or
      any successor corporation, or any of them, because of the creation of the
      indebtedness hereby authorized, or under or by this Indenture or in any of
      the
      Securities or implied therefrom; and that any and all such personal liability
      of
      every name and nature, either at common law or in equity or by constitution
      or
      statute, of, and any and all such rights and claims against, every such
      incorporator, stockholder, officer or director, as such, because of the creation
      of the indebtedness hereby authorized, or under or by reason of the obligations,
      covenants or agreements contained in this Indenture or in any of the Securities
      or implied therefrom are hereby expressly waived and released as a condition
      of,
      and as a consideration for, the execution of this Indenture and the issue of
      such Securities.




*
      *
      *




64


This
      Indenture may be executed in any number of counterparts, each of which so
      executed shall be deemed to be an original, but all such counterparts shall
      together constitute but one and the same instrument.




IN
      WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
      executed, as of the day and year first above written.




MIDAMERICAN
      ENERGY COMPANY







By: /s/
      Brian K. Hankel


Name:
      Brian K. Hankel


Title:
      Vice President and Treasurer










THE
      BANK
      OF NEW YORK TRUST COMPANY,
      N.A.,


as
      Trustee







By: /s/
      Roxane Ellwanger


Name:
      Roxane Ellwanger


Title:
      Assistant Vice President






65