**Exhibit
4(o)**











__________________________________________




TXU
CORP.




TO




THE BANK
OF NEW YORK




Trustee




_________




*Indenture*


(For
Unsecured Debt Securities Series O)




Dated as
of November 1, 2004














__________________________________________



















TABLE OF
CONTENTS




PARTIES
    1RECITAL
      OF THE COMPANY
    1ARTICLE
      ONEDefinitions and Other Provisions of General Application
    1SECTION
      101.Definitions.
    1Act
    2Affiliate
    2Authenticating
      Agent
    2Authorized
      Officer
    2Board
      of Directors
    2Board
      Resolution
    2Business
      Day
    2Commission
    2Company
    3Company
      Request or Company Order
    3Corporate
      Trust Office
    3corporation
    3Defaulted
      Interest
    3Discount
      Security
    3Dollar
      or $
    3Eligible
      Obligations
    3Event
      of Default
    3Governmental
      Authority
    3Government
      Obligations
    3Holder
    4Indenture
    4Interest
      Payment Date
    4Maturity
    4Officer’s
      Certificate
    4Opinion
      of Counsel
    4Outstanding
    4Paying
      Agent
    5Periodic
      Offering
    5Person
    6Place
      of Payment
    6Predecessor
      Security
    6Redemption
      Date
    6Redemption
      Price
    6Regular
      Record Date
    6Required
      Currency
    6Responsible
      Officer
    6Securities
    6Security
      Register and Security Registrar
    6





Note:  This
table of contents shall not, for any purpose, be deemed to be part of the
Indenture.


-i-








Special
      Record Date
    6Stated
      Interest Rate
    6Stated
      Maturity
    7Subsidiary
    7Tranche
    7Trust
      Indenture Act
    7Trustee
    7United
      States
    7SECTION
      102.Compliance Certificates and Opinions.
    7SECTION
      103.Form of Documents Delivered to Trustee.
    8SECTION
      104.Acts of Holders.
    9SECTION
      105.Notices, etc. to Trustee and Company.
    10SECTION
      106.Notice to Holders of Securities; Waiver.
    11SECTION
      107.Conflict with Trust Indenture Act.
    12SECTION
      108.Effect of Headings and Table of Contents.
    12SECTION
      109.Successors and Assigns.
    12SECTION
      110.Separability Clause.
    12SECTION
      111.Benefits of Indenture.
    12SECTION
      112.Governing Law.
    12SECTION
      113.Legal Holidays.
    12ARTICLE
      TWOSecurity Forms
    13SECTION
      201.Forms Generally.
    13SECTION
      202.Form of Trustee’s Certificate of Authentication.
    13ARTICLE
      THREEThe Securities
    14SECTION
      301.Amount Unlimited; Issuable in Series.
    14SECTION
      302.Denominations.
    17SECTION
      303.Execution, Authentication, Delivery and Dating.
    17SECTION
      304.Temporary Securities.
    20SECTION
      305.Registration, Registration of Transfer and Exchange.
    21SECTION
      306.Mutilated, Destroyed, Lost and Stolen Securities.
    22SECTION
      307.Payment of Interest; Interest Rights Preserved.
    23SECTION
      308.Persons Deemed Owners.
    24SECTION
      309.Cancellation by Security Registrar.
    24SECTION
      310.Computation of Interest.
    24SECTION
      311.Payment to Be in Proper Currency.
    24SECTION
      312.Extension of Interest Payment.
    25ARTICLE
      FOURRedemption of Securities
    25SECTION
      401.Applicability of Article.
    25SECTION
      402.Election to Redeem; Notice to Trustee.
    25SECTION
      403.Selection of Securities to Be Redeemed.
    25SECTION
      404.Notice of Redemption.
    26


-ii-


SECTION
      405.Securities Payable on Redemption Date.
    27SECTION
      406.Securities Redeemed in Part.
    28ARTICLE
      FIVESinking Funds
    28SECTION
      501.Applicability of Article.
    28SECTION
      502.Satisfaction of Sinking Fund Payments with Securities.
    28SECTION
      503.Redemption of Securities for Sinking Fund.
    29ARTICLE
      SIXCovenants
    30SECTION
      601.Payment of Principal, Premium and Interest.
    30SECTION
      602.Maintenance of Office or Agency.
    30SECTION
      603.Money for Securities Payments to Be Held in Trust.
    30SECTION
      604.Corporate Existence.
    32SECTION
      605.Maintenance of Properties.
    32SECTION
      606.Annual Officer’s Certificate as to Compliance.
    32SECTION
      607.Waiver of Certain Covenants.
    32SECTION
      608.Limitation on Liens.
    33ARTICLE
      SEVENSatisfaction and Discharge
    35SECTION
      701.Satisfaction and Discharge of Securities.
    35SECTION
      702.Satisfaction and Discharge of Indenture.
    38SECTION
      703.Application of Trust Money.
    38ARTICLE
      EIGHTEvents of Default; Remedies
    39SECTION
      801.Events of Default.
    39SECTION
      802.Acceleration of Maturity; Rescission and Annulment.
    40SECTION
      803.Collection of Indebtedness and Suits for Enforcement by
      Trustee.
    41SECTION
      804.Trustee May File Proofs of Claim.
    42SECTION
      805.Trustee May Enforce Claims Without Possession of
    Securities.
    42SECTION
      806.Application of Money Collected.
    43SECTION
      807.Limitation on Suits.
    43SECTION
      808.Unconditional Right of Holders to Receive Principal, Premium and
      Interest.
    44SECTION
      809.Restoration of Rights and Remedies.
    44SECTION
      810.Rights and Remedies Cumulative.
    44SECTION
      811.Delay or Omission Not Waiver.
    44SECTION
      812.Control by Holders of Securities.
    44SECTION
      813.Waiver of Past Defaults.
    45SECTION
      814.Undertaking for Costs.
    45SECTION
      815.Waiver of Stay or Extension Laws.
    46





-iii-








ARTICLE
      NINEThe Trustee
    46SECTION
      901.Certain Duties and Responsibilities.
    46SECTION
      902.Notice of Defaults.
    47SECTION
      903.Certain Rights of Trustee.
    47SECTION
      904.Not Responsible for Recitals or Issuance of Securities.
    48SECTION
      905.May Hold Securities.
    48SECTION
      906.Money Held in Trust.
    49SECTION
      907.Compensation and Reimbursement.
    49SECTION
      908.Disqualification; Conflicting Interests.
    50SECTION
      909.Corporate Trustee Required; Eligibility.
    50SECTION
      910.Resignation and Removal; Appointment of Successor.
    51SECTION
      911.Acceptance of Appointment by Successor.
    53SECTION
      912.Merger, Conversion, Consolidation or Succession to
    Business.
    54SECTION
      913.Preferential Collection of Claims Against Company.
    54SECTION
      914.Co-trustees and Separate Trustees.
    55SECTION
      915.Appointment of Authenticating Agent.
    56ARTICLE
      TENHolders’ Lists and Reports by Trustee and Company
    58SECTION
      1001.Lists of Holders.
    58SECTION
      1002.Reports by Trustee and Company.
    58ARTICLE
      ELEVENConsolidation, Merger, Conveyance or Other Transfer
    58SECTION
      1101.Company May Consolidate, etc., Only on Certain Terms.
    58SECTION
      1102.Successor Corporation Substituted.
    59SECTION
      1103.Limitations.
    59ARTICLE
      TWELVESupplemental Indentures
    60SECTION
      1201.Supplemental Indentures Without Consent of Holders.
    60SECTION
      1202.Supplemental Indentures With Consent of Holders.
    61SECTION
      1203.Execution of Supplemental Indentures.
    63SECTION
      1204.Effect of Supplemental Indentures.
    63SECTION
      1205.Conformity With Trust Indenture Act.
    64SECTION
      1206.Reference in Securities to Supplemental Indentures.
    64SECTION
      1207.Modification Without Supplemental Indenture .
    64ARTICLE
      THIRTEENMeetings of Holders; Action Without Meeting
    64SECTION
      1301.Purposes for Which Meetings May Be Called.
    64SECTION
      1302.Call, Notice and Place of Meetings.
    64SECTION
      1303.Persons Entitled to Vote at Meetings.
    65SECTION
      1304.Quorum; Action.
    65SECTION
      1305.Attendance at Meetings; Determination of Voting Rights;
    66SECTION
      1306.Counting Votes and Recording Action of Meetings.
    67SECTION
      1307.Action Without Meeting.
    68





iv











ARTICLE
      FOURTEENImmunity of Incorporators, Shareholders, Members, Officers, Managers and
      Directors
    68SECTION
      1401.Liability Solely Corporate.
    68ARTICLE
      FIFTEENSeries O Notes
    68SECTION
      1501.Designation of Series O Notes.
    68













-v-





TXU
CORP.




Reconciliation
and tie between Trust Indenture Act of 1939


and
Indenture, dated as of November 1, 2004




**Trust
Indenture Act
Section** **Indenture
Section**




§310
    (a)(1)
    909(a)(2)
    909(a)(3)
    914(a)(4)
    Not
      Applicable(b)
    908910§311
    (a)
    913(b)
    913(c)
    913§312
    (a)
    1001(b)
    1001(c)
    1001§313
    (a)
    1002(b)
    1002(c)
    1002§314
    (a)
    1002(a)(4)
    606(b)
    Not
      Applicable(c)(1)
    102(c)(2)
    102(c)(3)
    Not
      Applicable(d)
    Not
      Applicable(e)
    102§315
    (a)
    901903(b)
    902(c)
    901(d)
    901(e)
    814§316
    (a)
    812813(a)(1)(A)
    802812(a)(1)(B)
    813(a)(2)
    Not
      Applicable(b)
    808§317
    (a)(1)
    803(a)(2)
    804(b)
    603§318
    (a)
    107








**INDENTURE** , dated
as of November 1, 2004, between **TXU
CORP.** , a
corporation duly organized and existing under the laws of the State of Texas
(herein called the “Company”), having its principal office at Energy Plaza, 1601
Bryan Street, Dallas, Texas 75201, and **THE
BANK OF NEW YORK** , a New
York banking corporation, having its principal corporate trust office at 101
Barclay Street, New York, New York 10286, as Trustee (herein called the
“Trustee”).




RECITAL
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 unsecured debentures, notes or
other evidences of indebtedness (herein called the “Securities”), in an
unlimited aggregate principal amount to be issued in one or more series as
contemplated herein; and all acts necessary to make this Indenture a valid
agreement of the Company have been performed.




For all
purposes of this Indenture, except as otherwise expressly provided herein or
unless the context otherwise requires, capitalized terms used herein shall have
the meanings assigned to them in Article One of this Indenture.




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
ONE**




Definitions
and Other Provisions of General Application


**SECTION
101.**  Definitions.




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




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




(b)  all terms
used herein without definition which are defined in the Trust Indenture Act,
either directly or by reference therein, have the meanings assigned to them
therein;




(c)  all
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles in the United
States, and, except as otherwise herein expressly provided, the term “generally
accepted accounting principles” with respect to any computation required or
permitted hereunder shall mean such accounting principles as are generally
accepted in the United States at the date of such computation or, at the
election of the Company from time to time, at the date of the execution and
delivery of this Indenture; provided, however, that in determining generally
accepted accounting principles applicable to the Company, the Company shall, to
the extent required, conform to any order, rule or regulation of any
administrative agency, regulatory authority or other governmental body having
jurisdiction over the Company;












(d)  any
reference to an “Article” or a “Section” refers to an Article or a Section, as
the case may be, of this Indenture; and




(e)  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 Nine, are defined in that
Article.




“ **Act** ”, when
used with respect to any Holder of a Security, has the meaning specified in
Section 104.




“ **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 through one or more
intermediaries, 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 (other than the Company or an Affiliate of the Company) authorized by
the Trustee pursuant to Section 915 to act on behalf of the Trustee to
authenticate one or more series of Securities or Tranche thereof.




“ **Authorized
Officer** ” means
the Chairman of the Board, the Vice Chairman, the President, any Vice President,
the Treasurer, any Assistant Treasurer, or any other officer or agent of the
Company duly authorized by the Board of Directors to act in respect of matters
relating to this Indenture.




“ **Board
of Directors** ” means
either the board of directors of the Company or any committee thereof duly
authorized to act in respect of matters relating to this Indenture.




“ **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 a Place of Payment or any other particular location
specified in the Securities or this Indenture, means any day, other than a
Saturday or Sunday, which is not a day on which banking institutions or trust
companies in such Place of Payment or other location are generally authorized or
required by law, regulation or executive order to remain closed, except as may
be otherwise specified as contemplated by Section 301.




“ **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 date of execution and delivery of this Indenture such Commission
is not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body, if any, performing such duties at such
time.







**-2-**










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




“ **Company
Request** ” or
“ **Company
Order** ” means a
written request or order signed in the name of the Company by an Authorized
Officer and delivered to the Trustee.




“ **Corporate
Trust Office** ” means
the office of the Trustee at which at any particular time its corporate trust
business shall be principally administered, which office at the date of
execution and delivery of this Indenture is located at 101 Barclay Street, Floor
8 W, New York, New York 10286.




“ **corporation** ” means a
corporation, association, company, limited liability company, partnership, joint
stock company, business or statutory trust or other business entity, and
references to “corporate” and other derivations of “corporation” herein shall be
deemed to include appropriate derivations of such entities.




“ **Defaulted
Interest** ” has the
meaning specified in Section 307.




“ **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 802. “Interest” with respect to a Discount Security
means interest, if any, borne by such Security at a Stated Interest
Rate.




“ **Dollar** ” or
“ **$** ” means a
dollar or other equivalent unit in such coin or currency of the United States as
at the time shall be legal tender for the payment of public and private
debts.




“ **Eligible
Obligations** ”
means:




(a)  with
respect to Securities denominated in Dollars, Government Obligations;
or




(b)  with
respect to Securities denominated in a currency other than Dollars or in a
composite currency, such other obligations or instruments as shall be specified
with respect to such Securities, as contemplated by
Section 301.




“ **Event
of Default** ” has the
meaning specified in Section 801.




“ **Governmental
Authority** ” means
the government of the United States or of any State or territory thereof or of
the District of Columbia or of any county, municipality or other political
subdivision of any of the foregoing, or any department, agency, authority or
other instrumentality of any of the foregoing.







**-3-**










“ **Government
Obligations** ”
means:




(a)  direct
obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States and entitled to the benefit of
the full faith and credit thereof; and




(b)  certificates,
depositary receipts or other instruments which evidence a direct ownership
interest in obligations described in clause (a) above or in any specific
interest or principal payments due in respect thereof; provided, however, that
the custodian of such obligations or specific interest or principal payments
shall be a bank or trust company (which may include the Trustee or any Paying
Agent) subject to Federal or state supervision or examination with a combined
capital and surplus of at least $50,000,000; and provided, further, that except
as may be otherwise required by law, such custodian shall be obligated to pay to
the holders of such certificates, depositary receipts or other instruments the
full amount received by such custodian in respect of such obligations or
specific payments and shall not be permitted to make any deduction
therefrom.




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




“ **Indenture** ” means
this instrument as originally executed and delivered and 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, including, for all
purposes of this instrument and any such supplemental indenture, the provisions
of the Trust Indenture Act that are deemed to be a part of and govern this
Indenture and any such supplemental indenture, respectively. The term
“Indenture” shall also include the provisions or terms of particular series of
Securities established as contemplated by Section 301.




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




“ **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 provided in
such Security or in this Indenture, whether at the Stated Maturity, by
declaration of acceleration, upon call for redemption or otherwise.




“ **Officer’s
Certificate** ” means a
certificate signed by an Authorized Officer and delivered to the
Trustee.




“ **Opinion
of Counsel** ” means a
written opinion of counsel, who may be counsel for the Company, or other counsel
reasonably acceptable to the Trustee.




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




(a)  Securities
theretofore canceled or delivered to the Security Registrar for
cancellation;




(b)  Securities
deemed to have been paid in accordance with Section 701; and







**-4-**










(c)  Securities
which have been paid pursuant to Section 306 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 and the Company that such
Securities are held by a bona fide purchaser or purchasers in whose hands such
Securities are valid obligations of the Company;




provided,
however, that in determining whether or not the Holders of the requisite
principal amount of the Securities Outstanding under this Indenture, or the
Outstanding Securities of any series or Tranche, have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or whether or not
a quorum is present at a meeting of Holders of Securities,




(x)
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor (unless the Company, such
Affiliate or such obligor owns all Securities Outstanding under this Indenture,
or (except for the purposes of actions to be taken by Holders of (i) more than
one series voting as a class under Section 812 or (ii) more than one series
or more than one Tranche, as the case may be, voting as a class under
Section 1202) all Outstanding Securities of each such series and each such
Tranche, as the case may be, determined without regard to this clause (x)) 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 or upon any such
determination as to the presence of a quorum, only Securities which a
Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded; provided, however, that 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;
and




(y) the
principal amount of a Discount Security that shall be deemed to be Outstanding
for such purposes 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 802;




provided,
further, that, in the case of any Security the principal of which is payable
from time to time without presentment or surrender, the principal amount of such
Security that shall be deemed to be Outstanding at any time for all purposes of
this Indenture shall be the original principal amount thereof less the aggregate
amount of principal thereof theretofore paid.




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




“ **Periodic
Offering** ” means
an offering of Securities of a series from time to time any or all of the
specific terms of which Securities, including without limitation the rate or
rates of interest, if any, thereon, the Stated Maturity or Maturities thereof
and the redemption provisions, if any, with respect thereto, are to be
determined by the Company or its agents from time to time subsequent to the
initial request for the authentication and delivery of such Securities by the
Trustee, as contemplated in Section 301 and clause (b) of Section
303.







**-5-**










“ **Person** ” means
any individual, corporation, joint venture, trust or unincorporated organization
or any Governmental Authority.




“ **Place
of Payment** ”, when
used with respect to the Securities of any series, or any Tranche thereof, means
the place or places, specified as contemplated by Section 301, at which,
subject to Section 602, principal of and premium, if any, and interest, if
any, on the Securities of such series or Tranche are payable.




“ **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 306 in exchange for or in lieu of a mutilated, destroyed, lost or
stolen Security shall be deemed (to the extent lawful) to evidence the same debt
as the mutilated, destroyed, lost or stolen Security.




“ **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, exclusive of accrued and unpaid
interest.




“ **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 301.




“ **Required
Currency** ” has the
meaning specified in Section 311.




“ **Responsible
Officer** ”, when
used with respect to the Trustee, means any Vice President, Assistant Vice
President, Trust Officer or other officer of the Trustee who, in the case of
each of the foregoing, is assigned by the Trustee to its corporate trust
department responsible for the administration of this Indenture that is located
in the Corporate Trust Office.




“ **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 305.




“ **Special
Record Date** ” for the
payment of any Defaulted Interest on the Securities of any series means a date
fixed by the Trustee pursuant to Section 307.




“ **Stated
Interest Rate** ” means a
rate (whether fixed or variable) at which an obligation by its terms is stated
to bear simple interest. Any calculation or other determination to be made under
this Indenture by reference to the Stated Interest Rate on a Security shall be
made without regard to the effective interest cost to the Company of such
Security and without regard to the Stated Interest Rate on, or the effective
cost to the Company of, any other indebtedness in respect of which the Company’s
obligations are evidenced or secured in whole or in part by such
Security.







**-6-**










“ **Stated
Maturity** ”, when
used with respect to any obligation or any installment of principal thereof or
interest thereon, means the date on which the principal of such obligation or
such installment of principal or interest is stated to be due and payable
(without regard to any provisions for redemption, prepayment, acceleration,
purchase or extension).




“ **Subsidiary** ” means a
corporation more than 50% of the outstanding voting stock of which is 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, “voting stock” means stock (or other interests) of a corporation
having voting power for the election of directors, managers or trustees thereof,
whether at all times or only so long as no senior class of stock (or other
interests) has such voting power by reason of any contingency.




“ **Tranche** ” means a
group of Securities which (a) are of the same series and (b) have identical
terms except as to principal amount and/or date of issuance.




“ **Trust
Indenture Act** ” means,
as of any time, the Trust Indenture Act of 1939, or any successor statute, as in
effect at such time.




“ **Trustee** ” means
the Person named as the “Trustee” in the first paragraph of this Indenture until
a successor Trustee shall have become such with respect to one or more series of
Securities 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.




“ **United
States** ” means
the United States of America, its territories, its possessions and other areas
subject to its political jurisdiction.




**SECTION
102.**  Compliance
Certificates and Opinions.




Except as
otherwise expressly provided in this Indenture, upon any application or request
by the Company to the Trustee to take any action under any provision of this
Indenture, the Company shall, if requested by the Trustee, furnish to the
Trustee an Officer’s Certificate stating that in the opinion of the Authorized
Officer executing such Officer’s Certificate all conditions precedent, if any,
provided for in this Indenture relating to the proposed action (including any
covenants compliance with which constitutes a condition precedent) 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.







**-7-**










Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:




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




(b)  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;




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




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




**SECTION
103.**  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 such officer’s 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.




Whenever,
subsequent to the receipt by the Trustee of any Board Resolution, Officer’s
Certificate, Opinion of Counsel or other document or instrument, a clerical,
typographical or other inadvertent or unintentional error or omission shall be
discovered therein, a new document or instrument may be substituted therefor in
corrected form with the same force and effect as if originally filed in the
corrected form and, irrespective of the date or dates of the actual execution
and/or delivery thereof, such substitute document or instrument shall be deemed
to have been executed and/or delivered as of the date or dates required with
respect to the document or instrument for which it is substituted. Anything in
this Indenture to the contrary notwithstanding, if any such corrective document
or instrument indicates that action has been taken by or at the request of the
Company which could not have been taken had the original document or instrument
not contained such error or omission, the action so taken shall not be
invalidated or otherwise rendered ineffective but shall be and remain in full
force and effect, except to the extent that such action was a result of willful
misconduct or bad faith. Without limiting the generality of the foregoing, any
Securities issued under the authority of such defective document or instrument
shall nevertheless be the valid obligations of the Company entitled to the
benefits of this Indenture equally and ratably with all other Outstanding
Securities, except as aforesaid.







**-8-**










**SECTION
104.**  Acts of
Holders.




(a)  Any
request, demand, authorization, direction, notice, consent, election, waiver or
other action provided by this Indenture to be made, 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 or, alternatively, may be embodied in and evidenced by the record of
Holders voting in favor thereof, either in person or by proxies duly appointed
in writing, at any meeting of Holders duly called and held in accordance with
the provisions of Article Thirteen, or a combination of such instruments and any
such record. Except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments or record or both are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
“Act” of the Holders signing such instrument or instruments and so voting at any
such meeting. Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any Person of a Security, shall
be sufficient for any purpose of this Indenture and (subject to
Section 901) conclusive in favor of the Trustee and the Company, if made in
the manner provided in this Section. The record of any meeting of Holders shall
be proved in the manner provided in Section 1306.




(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 or may be proved in any other manner
which the Trustee and the Company deem sufficient. 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.




(c)  The
ownership, principal amount (except as otherwise contemplated in clause (y) of
the first proviso to the definition of Outstanding) and serial numbers of
Securities held by any Person, and the date of holding the same, shall be proved
by the Security Register.




(d)  Any
request, demand, authorization, direction, notice, consent, election, waiver or
other Act of a Holder 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.







**-9-**










(e)  Until
such time as written instruments shall have been delivered to the Trustee with
respect to the requisite percentage of principal amount of Securities for the
action contemplated by such instruments, any such instrument executed and
delivered by or on behalf of a Holder may be revoked with respect to any or all
of such Securities by written notice by such Holder or any subsequent Holder,
proven in the manner in which such instrument was proven.




(f)  Securities
of any series, or any Tranche thereof, authenticated and delivered after any Act
of Holders may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any action taken by such Act of Holders. If the
Company shall so determine, new Securities of any series, or any Tranche
thereof, so modified as to conform, in the opinion of the Trustee and the
Company, to such action may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series or Tranche.




(g)  If the
Company shall solicit from Holders any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Company may, at its option,
fix in advance a record date for the determination of Holders entitled to give
such request, demand, authorization, direction, notice, consent, waiver or other
Act, but the Company shall have no obligation to do so. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the Holders
of record at the close of business on the record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of the Outstanding Securities have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other Act, and for that purpose the Outstanding Securities shall be computed as
of the record date.




**SECTION
105.**  Notices,
etc. to Trustee and Company.




Any
request, demand, authorization, direction, notice, consent, election, 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, the Trustee by any Holder or by
the Company, or 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 delivered personally to an officer or other responsible employee of
the addressee at the applicable location set forth below or at such other
location as such party may from time to time designate by written notice, or
transmitted by facsimile transmission or other direct written electronic means
to such telephone number or other electronic communications address as the
parties hereto shall from time to time designate by written notice, or
transmitted by certified or registered mail, charges prepaid, to the applicable
address set forth below or to such other address as either party hereto may from
time to time designate by written notice:







**-10-**










If to the
Trustee, to:




The Bank
of New York


Corporate
Trust Division, Corporate Finance Unit


101
Barclay Street, Floor 8W


New York,
New York 10286




Attention:  Remo J.
Reale


Telephone:  (212)
815-2492


Telecopy:  (212)
815-5707




If to the
Company, to:




TXU
Corp.


Energy
Plaza


1601
Bryan Street


Dallas,
Texas 75201




Attention:  Treasurer


Telephone:  (214)
812-5565


Telecopy:  (214)
812-8998




Any
communication contemplated herein shall be deemed to have been made, given,
furnished and filed if personally delivered, on the date of delivery, if
transmitted by facsimile transmission or other direct written electronic means,
on the date of receipt, and if transmitted by certified or registered mail, on
the date of receipt.




**SECTION
106.**  Notice to
Holders of Securities; Waiver.




Except as
otherwise expressly provided herein, where this Indenture provides for notice to
Holders of any event, such notice shall be sufficiently given, and shall be
deemed given, to Holders if in writing and mailed, first-class postage prepaid,
to each Holder affected by such event, at the address of such Holder as it
appears in the Security Register, not later than the latest date, if any, and
not earlier than the earliest date, if any, prescribed for the giving of such
notice.




In case
by reason of the suspension of regular mail service or by reason of any other
cause it shall be impracticable to give such notice to Holders by mail, then
such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder. 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 required by this Indenture may be waived in writing by the Person
entitled to receive such notice, either before or after the event otherwise to
be specified therein, 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.







**-11-**










**SECTION
107.**  Conflict
with Trust Indenture Act.




In the
event this Indenture becomes subject to the Trust Indenture Act, (a) if any
provision of this Indenture limits, qualifies or conflicts with another
provision hereof which is required or deemed to be included in this Indenture
by, or is otherwise governed by, any of the provisions of the Trust Indenture
Act, such other provision shall control; and (b) if any provision hereof
otherwise conflicts with the Trust Indenture Act, the Trust Indenture Act shall
control unless otherwise provided as contemplated by Section 301 with
respect to any series of Securities.




**SECTION
108.**  Effect of
Headings and Table of Contents.




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




**SECTION
109.**  Successors
and Assigns.




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




**SECTION
110.**  Separability
Clause.




In case
any provision in this Indenture or 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
111.**  Benefits
of Indenture.




Nothing
in this Indenture or the Securities, express or implied, shall give to any
Person, other than the parties hereto, their successors hereunder and the
Holders, any benefit or any legal or equitable right, remedy or claim under this
Indenture.




**SECTION
112.**  Governing
Law.




**This
Indenture and the Securities shall be governed by and construed in accordance
with the law of the State of New York (including, without limitation, Section
5-1401 of the New York General Obligations Law or any successor to such
statute), except to the extent that the Trust Indenture Act shall be
applicable.**




**SECTION
113.**  Legal
Holidays.




In any
case where any Interest Payment Date, Redemption 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
other than a provision in Securities of any series, or any Tranche thereof, or
in the indenture supplemental hereto, Board Resolution or Officer’s Certificate
which establishes the terms of the Securities of such series or Tranche, which
specifically states that such provision shall apply in lieu of this Section)
payment of interest or principal and premium, if any, need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment, with the same force and effect, and in the same
amount, as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity, as the case may be, and, if such payment is made or duly
provided for on such Business Day, no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date, Redemption
Date or Stated Maturity, as the case may be, to such Business Day.







**-12-**










**ARTICLE
TWO**




Security
Forms




**SECTION
201.**  Forms
Generally.




The
definitive Securities of each series shall be in substantially the form or forms
thereof established in the indenture supplemental hereto establishing such
series or in a Board Resolution establishing such series, or in an Officer’s
Certificate pursuant to such supplemental indenture or Board Resolution, 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 the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution thereof. If
the form or forms of Securities of any series are established in a Board
Resolution or in an Officer’s Certificate pursuant to a supplemental indenture
or a Board Resolution, such Board Resolution and Officer’s Certificate, if any,
shall be delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of
such Securities.




Unless
otherwise specified as contemplated by Section 301 or clause (g) of
Section 1201, the Securities of each series shall be issuable in registered
form without coupons. The definitive Securities shall be produced in such manner
as shall be determined by the officers executing such Securities, as evidenced
by their execution thereof.




**SECTION
202.**  Form of
Trustee’s Certificate of Authentication.




The
Trustee’s certificate of authentication shall be in substantially the form set
forth below:




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




Dated:


_________________________________




as
Trustee




By:_____________________________




Authorized
Signatory







**-13-**










**ARTICLE
THREE**




The
Securities




**SECTION
301.**  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. Subject to the last paragraph of
this Section, prior to the authentication and delivery of Securities of any
series there shall be established by specification in a supplemental indenture
or in a Board Resolution, or in an Officer’s Certificate pursuant to a
supplemental indenture or a Board Resolution:




(a)  the title
of the Securities of such series (which shall distinguish the Securities of such
series from Securities of all other series);




(b)  any limit
upon the aggregate principal amount of the Securities of such 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 such series pursuant to
Section 304, 305, 306, 406 or 1206 and except for any Securities which,
pursuant to Section 303, are deemed never to have been authenticated and
delivered hereunder);




(c)  the
Person or Persons (without specific identification) to whom interest on
Securities of such series, or any Tranche thereof, shall be payable on any
Interest Payment Date, if other than the Persons in whose names such Securities
(or one or more Predecessor Securities) are registered at the close of business
on the Regular Record Date for such interest;




(d)  the date
or dates on which the principal of the Securities of such series, or any Tranche
thereof, is payable or any formulary or other method or other means by which
such date or dates shall be determined, by reference to an index or other fact
or event ascertainable outside of this Indenture or otherwise (without regard to
any provisions for redemption, prepayment, acceleration, purchase or
extension);




(e)  the rate
or rates at which the Securities of such series, or any Tranche thereof, shall
bear interest, if any (including the rate or rates at which overdue principal
shall bear interest, if different from the rate or rates at which such
Securities shall bear interest prior to Maturity, and, if applicable, the rate
or rates at which overdue premium or interest shall bear interest, if any), or
any formulary or other method or other means by which such rate or rates shall
be determined, by reference to an index or other fact or event ascertainable
outside of this Indenture or otherwise; 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, if any, for the interest payable on such
Securities on any Interest Payment Date; the right of the Company, if any, to
extend the interest payment periods and the duration of any such extension as
contemplated by Section 312; and the basis of computation of interest, if
other than as provided in Section 310;







**-14-**










(f)  the place
or places at which or methods by which (1) the principal of and premium, if any,
and interest, if any, on Securities of such series, or any Tranche thereof,
shall be payable, (2) registration of transfer of Securities of such series, or
any Tranche thereof, may be effected, (3) exchanges of Securities of such
series, or any Tranche thereof, may be effected and (4) notices and demands to
or upon the Company in respect of the Securities of such series, or any Tranche
thereof, and this Indenture may be served; the Security Registrar and any Paying
Agent or Agents for such series or Tranche; and if such is the case, that the
principal of such Securities shall be payable without presentment or surrender
thereof;




(g)  the
period or periods within which, or the date or dates on which, the price or
prices at which and the terms and conditions upon which the Securities of such
series, or any Tranche thereof, may be redeemed, in whole or in part, at the
option of the Company and any restrictions on such redemptions, including but
not limited to a restriction on a partial redemption by the Company of the
Securities of any series, or any Tranche thereof, resulting in delisting of such
Securities from any national exchange;




(h)  the
obligation or obligations, if any, of the Company to redeem or purchase the
Securities of such series, or any Tranche thereof, pursuant to any sinking fund
or other mandatory redemption provisions or at the option of a Holder thereof
and the period or periods within which or the date or dates on which, the price
or prices at which and the terms and conditions upon which such Securities shall
be redeemed or purchased, in whole or in part, pursuant to such obligation, and
applicable exceptions to the requirements of Section 404 in the case of
mandatory redemption or redemption at the option of the Holder;




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




(j)  the
currency or currencies, including composite currencies, in which payment of the
principal of and premium, if any, and interest, if any, on the Securities of
such series, or any Tranche thereof, shall be payable (if other than in
Dollars);




(k)  if the
principal of or premium, if any, or interest, if any, on the Securities of such
series, or any Tranche thereof, are to be payable, at the election of the
Company or a Holder thereof, in a coin or currency other than that in which the
Securities are stated to be payable, the period or periods within which and the
terms and conditions upon which, such election may be made;




(l)  if the
principal of or premium, if any, or interest, if any, on the Securities of such
series, or any Tranche thereof, are to be payable, or are to be payable at the
election of the Company or a Holder thereof, in securities or other property,
the type and amount of such securities or other property, or the formulary or
other method or other means by which such amount shall be determined, and the
period or periods within which, and the terms and conditions upon which, any
such election may be made;







**-15-**










(m)  if the
amount payable in respect of principal of or premium, if any, or interest, if
any, on the Securities of such series, or any Tranche thereof, may be determined
with reference to an index or other fact or event ascertainable outside of this
Indenture, the manner in which such amounts shall be determined to the extent
not established pursuant to clause (e) of this paragraph;




(n)  if other
than the principal amount thereof, the portion of the principal amount of
Securities of such series, or any Tranche thereof, which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to
Section 802;




(o)  any
Events of Default, in addition to those specified in Section 801, with
respect to the Securities of such series, and any covenants of the Company for
the benefit of the Holders of the Securities of such series, or any Tranche
thereof, in addition to those set forth in Article Six;




(p)  the
terms, if any, pursuant to which the Securities of such series, or any Tranche
thereof, may be converted into or exchanged for shares of capital stock or other
securities of the Company or any other Person;




(q)  the
obligations or instruments, if any, which shall be considered to be Eligible
Obligations in respect of the Securities of such series, or any Tranche thereof,
denominated in a currency other than Dollars or in a composite currency, and any
additional or alternative provisions for the reinstatement of the Company’s
indebtedness in respect of such Securities after the satisfaction and discharge
thereof as provided in Section 701;




(r)  if the
Securities of such series, or any Tranche thereof, are to be issued in global
form, (i) any limitations on the rights of the Holder or Holders of such
Securities to transfer or exchange the same or to obtain the registration of
transfer thereof, (ii) any limitations on the rights of the Holder or Holders
thereof to obtain certificates therefor in definitive form in lieu of temporary
form and (iii) any and all other matters incidental to such
Securities;




(s)  if the
Securities of such series, or any Tranche thereof, are to be issuable as bearer
securities, any and all matters incidental thereto which are not specifically
addressed in a supplemental indenture as contemplated by clause (g) of
Section 1201;




(t)  to the
extent not established pursuant to clause (r) of this paragraph, any limitations
on the rights of the Holders of the Securities of such Series, or any Tranche
thereof, to transfer or exchange such Securities or to obtain the registration
of transfer thereof; and if a service charge will be made for the registration
of transfer or exchange of Securities of such series, or any Tranche thereof,
the amount or terms thereof;




(u)  any
exceptions to Section 113, or variation in the definition of Business Day,
with respect to the Securities of such series, or any Tranche
thereof;




(v)  any
collateral security, assurance or guarantee for the Securities of such
series;







**-16-**










(w)  any
non-applicability of Section 608 to the Securities of such series or any
exceptions or modifications of Section 608 with respect to the Securities
of such series;




(x)  any
rights or duties of another Person to assume the obligations of the Company with
respect to the Securities of such series (whether as joint obligor, primary
obligor, secondary obligor or substitute obligor) and any rights or duties to
discharge and release any obligor with respect to the Securities of such series
or the Indenture to the extent related to such series; and




(y)  any other
terms of the Securities of such series, or any Tranche thereof, not inconsistent
with the provisions of this Indenture.




With
respect to Securities of a series subject to a Periodic Offering, the indenture
supplemental hereto or the Board Resolution which establishes such series, or
the Officer’s Certificate pursuant to such supplemental indenture or Board
Resolution, as the case may be, may provide general terms or parameters for
Securities of such series and provide either that the specific terms of
Securities of such series, or any Tranche thereof, shall be specified in a
Company Order or that such terms shall be determined by the Company or its
agents in accordance with procedures specified in a Company Order as
contemplated by clause (b) of Section 303.




Unless
otherwise provided with respect to a series of Securities as contemplated in
Section 301(b), the aggregate principal amount of a series of Securities may be
increased and additional Securities of such series may be issued up to the
maximum aggregate principal amount authorized with respect to such series as
increased.




**SECTION
302.**  Denominations.




Unless
otherwise provided as contemplated by Section 301 with respect to any
series of Securities, or any Tranche thereof, the Securities of each series
shall be issuable in denominations of $1,000 and any integral multiple
thereof.




**SECTION
303.**  Execution,
Authentication, Delivery and Dating.




Unless
otherwise provided as contemplated by Section 301 with respect to any
series of Securities, or any Tranche thereof, the Securities shall be executed
on behalf of the Company by an Authorized Officer and may have the corporate
seal of the Company affixed thereto or reproduced thereon attested by any other
Authorized Officer or by the Secretary or an Assistant Secretary of the Company.
The signature of any or all of these officers on the Securities may be manual or
facsimile.




Securities
bearing the manual or facsimile signatures of individuals who were at the time
of execution Authorized Officers or the Secretary or an Assistant Secretary 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.







**-17-**










The
Trustee shall authenticate and deliver Securities of a series, for original
issue, at one time or from time to time in accordance with the Company Order
referred to below, upon receipt by the Trustee of:




(a)  the
instrument or instruments establishing the form or forms and terms of such
series, as provided in Sections 201 and 301;




(b)  a Company
Order requesting the authentication and delivery of such Securities and, to the
extent that the terms of such Securities shall not have been established in an
indenture supplemental hereto or in a Board Resolution, or in an Officer’s
Certificate pursuant to a supplemental indenture or Board Resolution, all as
contemplated by Sections 201 and 301, either (i) establishing such terms or (ii)
in the case of Securities of a series subject to a Periodic Offering, specifying
procedures, acceptable to the Trustee, by which such terms are to be established
(which procedures may provide, to the extent acceptable to the Trustee, for
authentication and delivery pursuant to oral or electronic instructions from the
Company or any agent or agents thereof, which oral instructions are to be
promptly confirmed electronically or in writing), in either case in accordance
with the instrument or instruments delivered pursuant to clause (a)
above;




(c)  the
Securities of such series, executed on behalf of the Company by an Authorized
Officer;




(d)  an
Opinion of Counsel to the effect that:




(i)
    the
      form or forms of such Securities have been duly authorized by the Company
      and have been established in conformity with the provisions of this
      Indenture;




(ii)
    the
      terms of such Securities have been duly authorized by the Company and have
      been established in conformity with the provisions of this Indenture;
      and




(iii)
    when
      such Securities shall have been authenticated and delivered by the Trustee
      and issued and delivered by the Company in the manner and subject to any
      conditions specified in such Opinion of Counsel, such Securities will have
      been duly issued under this Indenture and will constitute valid and
      legally binding obligations of the Company, entitled to the benefits
      provided by this Indenture, and enforceable in accordance with their
      terms, subject, as to enforcement, to laws relating to or affecting
      generally the enforcement of mortgagees’ and other creditors’ rights,
      including, without limitation, bankruptcy, insolvency, reorganization,
      receivership, moratorium and other laws affecting the rights and remedies
      of creditors and mortgagees’ generally and general principles of equity
      (regardless of whether such enforceability is considered in a proceeding
      in equity or at law);







**-18-**










provided,
however, that, with respect to Securities of a series subject to a Periodic
Offering, the Trustee shall be entitled to receive such Opinion of Counsel only
once at or prior to the time of the first authentication of such Securities
(provided that such Opinion of Counsel addresses the authentication and delivery
of all Securities of such series) and that in lieu of the opinions described in
clauses (ii) and (iii) above Counsel may opine that:




(x) when
the terms of such Securities shall have been established pursuant to a Company
Order or Orders or pursuant to such procedures (acceptable to the Trustee) as
may be specified from time to time by a Company Order or Orders, all as
contemplated by and in accordance with the instrument or instruments delivered
pursuant to clause (a) above, such terms will have been duly authorized by the
Company and will have been established in conformity with the provisions of this
Indenture; and




(y) such
Securities, when (1) executed by the Company, (2) authenticated and delivered by
the Trustee in accordance with this Indenture, (3) issued and delivered by the
Company and (4) paid for, all as contemplated by and in accordance with the
aforesaid Company Order or Orders, as the case may be, will have been duly
issued under this Indenture and will constitute valid and legally binding
obligations of the Company, entitled to the benefits provided by the Indenture,
and enforceable in accordance with their terms, subject, as to enforcement, to
laws relating to or affecting generally the enforcement of mortgagees’ and other
creditors’ rights, including, without limitation, bankruptcy, insolvency,
reorganization, receivership, moratorium and other laws affecting the rights and
remedies of creditors and mortgagees generally and general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).




With
respect to Securities of a series subject to a Periodic Offering, the Trustee
may conclusively rely, as to the authorization by the Company of any of such
Securities, the form and terms thereof and the legality, validity, binding
effect and enforceability thereof, and compliance of the authentication and
delivery thereof with the terms and conditions of this Indenture, upon the
Opinion of Counsel and other documents delivered pursuant to Sections 201 and
301 and this Section, as applicable, at or prior to the time of the first
authentication of Securities of such series unless and until such opinion or
other documents have been superseded or revoked or expire by their terms. In
connection with the authentication and delivery of Securities of a series
subject to a Periodic Offering, the Trustee shall be entitled to assume that the
Company’s instructions to authenticate and deliver such Securities do not
violate any applicable law or any applicable rule, regulation or order of any
Governmental Authority having jurisdiction over the Company.




If the
form or terms of the Securities of any series have been established by or
pursuant to a Board Resolution or an Officer’s Certificate as permitted by
Sections 201 or 301, the Trustee shall not be required to authenticate such
Securities if the issuance of such Securities pursuant to this Indenture will
materially or adversely 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.







**-19-**










Unless
otherwise specified as contemplated by Section 301 with respect to any
series of Securities, or any Tranche thereof, each Security shall be dated the
date of its authentication.




Unless
otherwise specified as contemplated by Section 301 with respect to any
series of Securities, or any Tranche thereof, 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 or an
Authenticating Agent by manual signature, 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. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder to the Company, or any Person acting on
its behalf, but shall never have been issued and sold by the Company, and the
Company shall deliver such Security to the Security Registrar for cancellation
as provided in Section 309 together with a written statement (which need
not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits hereof.




**SECTION
304.**  Temporary
Securities.




Pending
the preparation of definitive Securities of any series, or any Tranche thereof,
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, with such appropriate insertions, omissions, substitutions and other
variations as any officer executing such Securities may determine, as evidenced
by such officer’s execution of such Securities; provided, however, that
temporary Securities need not recite specific redemption, sinking fund,
conversion or exchange provisions.




Unless
otherwise specified as contemplated by Section 301 with respect to the
Securities of any series, or any Tranche thereof, after the preparation of
definitive Securities of such series or Tranche, the temporary Securities of
such series or Tranche shall be exchangeable, without charge to the Holder
thereof, for definitive Securities of such series or Tranche upon surrender of
such temporary Securities at the office or agency of the Company maintained
pursuant to Section 602 in a Place of Payment for such Securities. Upon
such surrender of temporary Securities for such exchange, the Company shall,
except as aforesaid, execute and the Trustee shall authenticate and deliver in
exchange therefor definitive Securities of the same series and Tranche of
authorized denominations and of like tenor and aggregate principal
amount.




Until
exchanged in full as hereinabove provided, temporary Securities shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of the same series and Tranche and of like tenor authenticated and
delivered hereunder.







**-20-**










**SECTION
305.**  Registration,
Registration of Transfer and Exchange.




The
Company shall cause to be kept in each office designated pursuant to
Section 602, with respect to the Securities of each series, a register (all
registers kept in accordance with this Section being collectively 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 Securities of
such series, or any Tranche thereof, and the registration of transfer thereof.
The Company shall designate one Person to maintain the Security Register for the
Securities of each series on a consolidated basis, and such Person is referred
to herein, with respect to such series, as the “Security Registrar.” Anything
herein to the contrary notwithstanding, the Company may designate one or more of
its offices as an office in which a register with respect to the Securities of
one or more series shall be maintained, and the Company may designate itself the
Security Registrar with respect to one or more of such series. The Security
Register shall be open for inspection by the Trustee and the Company at all
reasonable times.




Except as
otherwise specified as contemplated by Section 301 with respect to the
Securities of any series, or any Tranche thereof, upon surrender for
registration of transfer of any Security of such series or Tranche at the office
or agency of the Company maintained pursuant to Section 602 in a Place of
Payment for such series or Tranche, 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 and Tranche, of
authorized denominations and of like tenor and aggregate principal
amount.




Except as
otherwise specified as contemplated by Section 301 with respect to the
Securities of any series, or any Tranche thereof, any Security of such series or
Tranche may be exchanged at the option of the Holder, for one or more new
Securities of the same series and Tranche, of authorized denominations and of
like tenor and aggregate principal amount, upon surrender of the Securities to
be exchanged at any 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 delivered 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, the Trustee or the Security Registrar) be
duly endorsed or shall be accompanied by a written instrument of transfer in
form satisfactory to the Company, the Trustee or the Security Registrar, as the
case may be, duly executed by the Holder thereof or his attorney duly authorized
in writing.




Unless
otherwise specified as contemplated by Section 301 with respect to
Securities of any series, or any Tranche thereof, 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 304, 406
or 1206 not involving any transfer.







**-21-**










The
Company shall not be required to execute or to provide for the registration of
transfer of or the exchange of (a) Securities of any series, or any Tranche
thereof, during a period of 15 days immediately preceding the date notice is to
be given identifying the serial numbers of the Securities of such series or
Tranche called for redemption or (b) any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.




**SECTION
306.**  Mutilated,
Destroyed, Lost and Stolen Securities.




If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series and Tranche, 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 (a) evidence to their
satisfaction of the ownership of and the destruction, loss or theft of any
Security and (b) such security or indemnity as may be reasonably 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 is held by a
Person purporting to be the owner of such Security, the Company shall execute
and the Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Security, a new Security of the same series and Tranche, and of
like tenor and principal amount and bearing a number not contemporaneously
outstanding.




Notwithstanding
the foregoing, 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.




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 reasonable 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 other than the Holder of such new
Security, and any such new Security shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of
such 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
307.**  Payment
of Interest; Interest Rights Preserved.




Unless
otherwise specified as contemplated by Section 301 with respect to the
Securities of any series, or any Tranche thereof, 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.




Subject
to Section 312, 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 related 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 (a) or (b) below:




(a)  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 date (herein called 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 on or 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 promptly 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 the address of such Holder 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.




(b)  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 and Section 305, 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
308.**  Persons
Deemed Owners.




Prior to
due presentment of a Security for registration of transfer, 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 absolute owner of such Security
for the purpose of receiving payment of principal of and premium, if any, and
(subject to Sections 305 and 307) interest, if any, 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.




**SECTION
309.**  Cancellation
by Security Registrar.




All
Securities surrendered for payment, redemption, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered to
any Person other than the Security Registrar, be delivered to the Security
Registrar and, if not theretofore canceled, shall be promptly canceled by the
Security Registrar. The Company may at any time deliver to the Security
Registrar for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever or which
the Company shall not have issued and sold, and all Securities so delivered
shall be promptly canceled by the Security Registrar. 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 Security Registrar shall be disposed of in accordance
with the customary practices of the Security Registrar at the time in effect,
and the Security Registrar shall not be required to destroy any such
certificates. The Security Registrar shall promptly deliver a certificate of
disposition to the Trustee and the Company unless, by a Company Order, similarly
delivered, the Company shall direct that canceled Securities be returned to it.
The Security Registrar shall promptly deliver evidence of any cancellation of a
Security in accordance with this Section 309 to the Trustee and the
Company.




**SECTION
310.**  Computation
of Interest.




Except as
otherwise specified as contemplated by Section 301 for Securities of any
series, or Tranche thereof, interest on the Securities of each series shall be
computed on the basis of a three hundred and sixty (360) day year consisting of
twelve (12) 30-day months and, with respect to any period less than a full
month, on the basis of the actual number of days elapsed during such period. For
example, the interest for a period running from the 15 th day of
one month to the 15 th day of
the next month would be calculated on the basis of one 30-day
month.







**-24-**










**SECTION
311.**  Payment
to Be in Proper Currency.




In the
case of the Securities of any series, or any Tranche thereof, denominated in any
currency other than Dollars or in a composite currency (the “Required
Currency”), except as otherwise specified with respect to such Securities as
contemplated by Section 301, the obligation of the Company to make any
payment of the principal thereof, or the premium or interest thereon, shall not
be discharged or satisfied by any tender by the Company, or recovery by the
Trustee, in any currency other than the Required Currency, except to the extent
that such tender or recovery shall result in the Trustee timely holding the full
amount of the Required Currency then due and payable. If any such tender or
recovery is in a currency other than the Required Currency, the Trustee may take
such actions as it considers appropriate to exchange such currency for the
Required Currency. The costs and risks of any such exchange, including without
limitation the risks of delay and exchange rate fluctuation, shall be borne by
the Company, the Company shall remain fully liable for any shortfall or
delinquency in the full amount of Required Currency then due and payable, and in
no circumstances shall the Trustee be liable therefor except in the case of its
negligence or willful misconduct.




**SECTION
312.**  Extension
of Interest Payment.




The
Company shall have the right at any time, so long as the Company is not in
default in the payment of interest on the Securities of any series hereunder, to
extend interest payment periods on all Securities of one or more series, if so
specified as contemplated by Section 301 with respect to such Securities
and upon such terms as may be specified as contemplated by Section 301 with
respect to such Securities.




**ARTICLE
FOUR**




Redemption
of Securities




**SECTION
401.**  Applicability
of Article.




Securities
of any series, or any Tranche thereof, which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of such
series or Tranche) in accordance with this Article.




**SECTION
402.**  Election
to Redeem; Notice to Trustee.




The
election of the Company to redeem any Securities shall be evidenced by a Board
Resolution or an Officer’s Certificate. The Company shall, at least 45 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee in writing of such
Redemption Date and of the principal amount of such Securities to be redeemed.
In the case of any redemption of Securities (a) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture or (b) pursuant to an election of the Company which
is subject to a condition specified in the terms of such Securities, the Company
shall furnish the Trustee with an Officer’s Certificate evidencing compliance
with such restriction or condition.







**-25-**










**SECTION
403.**  Selection
of Securities to Be Redeemed.




If less
than all the Securities of any series, or any Tranche thereof, are to be
redeemed, the particular Securities to be redeemed shall be selected by the
Trustee from the Outstanding Securities of such series or Tranche not previously
called for redemption, by such method as shall be provided for any particular
series, or, in the absence of any such provision, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of such series or Tranche or any integral multiple thereof) of the
principal amount of Securities of such series or Tranche of a denomination
larger than the minimum authorized denomination for Securities of such series or
Tranche; provided, however, that if, as indicated in an Officer’s Certificate,
the Company shall have offered to purchase all or any principal amount of the
Securities then Outstanding of any series, or any Tranche thereof, and less than
all of such Securities as to which such offer was made shall have been tendered
to the Company for such purchase, the Trustee, if so directed by Company Order,
shall select for redemption all or any principal amount of such Securities which
have not been so tendered.




The
Trustee shall promptly notify the Company and the Security Registrar in writing
of the Securities selected for redemption and, in the case of any Securities
selected to be redeemed in part, 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
404.**  Notice of
Redemption.




Except as
otherwise specified as contemplated by Section 301 for Securities of any
series, notice of redemption shall be given in the manner provided in
Section 106 to the Holders of the Securities to be redeemed not less than
30 nor more than 60 days prior to the Redemption Date.




Except as
otherwise specified as contemplated by Section 301 for Securities of any
series, all notices of redemption shall state:




(a)  the
Redemption Date,




(b)  the
Redemption Price (if known),




(c)  if less
than all the Securities of any series or Tranche are to be redeemed, the
identification of the particular Securities to be redeemed and the portion of
the principal amount of any Security to be redeemed in part,




(d)  that on
the Redemption Date the Redemption Price, together with accrued interest, if
any, to the Redemption Date, will become due and payable upon each such Security
to be redeemed and, if applicable, that interest thereon will cease to accrue on
and after said date,




(e)  the place
or places where such Securities are to be surrendered for payment of the
Redemption Price and accrued interest, if any, unless it shall have been
specified as contemplated by Section 301 with respect to such Securities
that such surrender shall not be required,







**-26-**










(f)  that the
redemption is for a sinking or other fund, if such is the case,




(g)  the
CUSIP, ISIN or other similar numbers, if any, assigned to such Securities;
provided, however, that such notice may state that no representation is made as
to the correctness of CUSIP, ISIN or other similar numbers, in which case none
of the Company, the Trustee or any agent of the Company or the Trustee shall
have any liability in respect of the use of any CUSIP, ISIN or other similar
number or numbers on such notices, and the redemption of such Securities shall
not be affected by any defect in or omission of such numbers, and




(h)  such
other matters as the Company shall deem desirable or appropriate.




Unless
otherwise specified with respect to any Securities in accordance with
Section 301, with respect to any notice of redemption of Securities at the
election of the Company, unless, upon the giving of such notice, such Securities
shall be deemed to have been paid in accordance with Section 701, such
notice may state that such redemption shall be conditional upon the receipt by
the Paying Agent or Agents for such Securities, on or prior to the date fixed
for such redemption, of money sufficient to pay the principal of and premium, if
any, and interest, if any, on such Securities and that if such money shall not
have been so received such notice shall be of no force or effect and the Company
shall not be required to redeem such Securities. In the event that such notice
of redemption contains such a condition and such money is not so received, the
redemption shall not be made and within a reasonable time thereafter notice
shall be given, in the manner in which the notice of redemption was given, that
such money was not so received and such redemption was not required to be made,
and the Paying Agent or Agents for the Securities otherwise to have been
redeemed shall promptly return to the Holders thereof any of such Securities
which had been surrendered for payment upon such redemption.




Notice of
redemption of Securities to be redeemed at the election of the Company, and any
notice of non-satisfaction of a condition for redemption as aforesaid, shall be
given by the Company or, at the Company’s request, by the Security Registrar in
the name and at the expense of the Company. Notice of mandatory redemption of
Securities shall be given by the Security Registrar in the name and at the
expense of the Company.




**SECTION
405.**  Securities
Payable on Redemption Date.




Notice of
redemption having been given as aforesaid, and the conditions, if any, set forth
in such notice having been satisfied, the Securities or portions thereof 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, in the
case of an unconditional notice of redemption, the Company shall default in the
payment of the Redemption Price and accrued interest, if any) such Securities or
portions thereof, if interest-bearing, shall cease to bear interest. Upon
surrender of any such Security for redemption in accordance with such notice,
such Security or portion thereof shall be paid by the Company at the Redemption
Price, together with accrued interest, if any, to the Redemption Date; provided,
however, that no such surrender shall be a condition to such payment if so
specified as contemplated by Section 301 with respect to







**-27-**










such
Security; and provided, further, that except as otherwise specified as
contemplated by Section 301 with respect to such Security, any installment
of interest on any Security the Stated Maturity of which installment is on or
prior to the Redemption Date shall be payable to the Holder of such Security, or
one or more Predecessor Securities, registered as such at the close of business
on the related Regular Record Date according to the terms of such Security and
subject to the provisions of Section 307.









**SECTION
406.**  Securities
Redeemed in Part.




Upon the
surrender of any Security which is to be redeemed only in part 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), 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 Tranche, of any authorized
denomination requested by such Holder and of like tenor and in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.




**ARTICLE
FIVE**




Sinking
Funds




**SECTION
501.**  Applicability
of Article.




The
provisions of this Article shall be applicable to any sinking fund for the
retirement of the Securities of any series, or any Tranche thereof, except as
otherwise specified as contemplated by Section 301 for Securities of such
series or Tranche.




The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series, or any Tranche thereof, 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, or any Tranche
thereof, is herein referred to as an “optional sinking fund payment”. If
provided for by the terms of Securities of any series, or any Tranche thereof,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 502. Each sinking fund payment shall be applied to the
redemption of Securities of the series or Tranche in respect of which it was
made as provided for by the terms of such Securities.




**SECTION
502.**  Satisfaction
of Sinking Fund Payments with Securities.




The
Company (a) may deliver to the Trustee Outstanding Securities (other than any
previously called for redemption) of a series or Tranche in respect of which a
mandatory sinking fund payment is to be made and (b) may apply as a credit
Securities of such series or Tranche which have been redeemed either at the
election of the Company pursuant to the terms







**-28-**





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 such mandatory sinking fund payment with respect to the
Securities of such series; provided, however, that no Securities shall be
applied in satisfaction of a mandatory sinking fund payment if such Securities
shall have been previously so applied. Securities so applied shall be received
and credited for such purpose by the Trustee at the Redemption Price specified
in such Securities for redemption through operation of the sinking fund and the
amount of such mandatory sinking fund payment shall be reduced
accordingly.




**SECTION
503.**  Redemption
of Securities for Sinking Fund.




Not less
than 45 days prior to each sinking fund payment date for the Securities of any
series, or any Tranche thereof, the Company shall deliver to the Trustee an
Officer’s Certificate specifying:




(a)  the
amount of the next succeeding mandatory sinking fund payment for such series or
Tranche;




(b)  the
amount, if any, of the optional sinking fund payment to be made together with
such mandatory sinking fund payment;




(c)  the
aggregate sinking fund payment;




(d)  the
portion, if any, of such aggregate sinking fund payment which is to be satisfied
by the payment of cash; and




(e)  the
portion, if any, of such aggregate sinking fund payment which is to be satisfied
by delivering and crediting Securities of such series or Tranche pursuant to
Section 502 and stating the basis for such credit and that such Securities
have not previously been so credited, and the Company shall also deliver to the
Trustee any Securities to be so delivered.




If the
Company shall have not delivered such Officer’s Certificate and, to the extent
applicable, all such Securities, the next succeeding sinking fund payment for
such series or Tranche shall be made entirely in cash in the amount of the
mandatory sinking fund payment. Not less than 30 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 403 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 404. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 405 and 406.







**-29-**










**ARTICLE
SIX**






Covenants




**SECTION
601.**  Payment
of Principal, Premium and Interest.




The
Company shall pay the principal of and premium, if any, and interest, if any, on
the Securities of each series in accordance with the terms of such Securities
and this Indenture.




**SECTION
602.**  Maintenance
of Office or Agency.




The
Company shall maintain in each Place of Payment for the Securities of each
series, or any Tranche thereof, an office or agency where payment of such
Securities shall be made, where the registration of transfer or exchange of such
Securities may be effected and where notices and demands to or upon the Company
in respect of such Securities and this Indenture may be served. The Company
shall give prompt written notice to the Trustee of the location, and any change
in the location, of each such office or agency and prompt notice to the Holders
of any such change in the manner specified in Section 106. If at any time
the Company shall fail to maintain any such required office or agency in respect
of Securities of any series, or any Tranche thereof, or shall fail to furnish
the Trustee with the address thereof, payment of such Securities shall be made,
registration of transfer or exchange thereof may be effected and notices and
demands in respect thereof may be served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent for all such
purposes in any such event.




The
Company may also from time to time designate one or more other offices or
agencies with respect to the Securities of one or more series, or any Tranche
thereof, for any or all of the foregoing purposes and may from time to time
rescind such designations; provided, however, that, unless otherwise specified
as contemplated by Section 301 with respect to the Securities of such
series or Tranche, no such designation or rescission shall in any manner relieve
the Company of its obligation to maintain an office or agency for such purposes
in each Place of Payment for such Securities in accordance with the requirements
set forth above. The Company shall give prompt written notice to the Trustee,
and prompt notice to the Holders in the manner specified in Section 106, of
any such designation or rescission and of any change in the location of any such
other office or agency.




Anything
herein to the contrary notwithstanding, any office or agency required by this
Section may be maintained at an office of the Company or an Affiliate of the
Company, in which event the Company or such Affiliate shall perform all
functions to be performed at such office or agency.




**SECTION
603.**  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 the
Securities of any series, or any Tranche thereof, it shall, on or before each
due date of the principal of and premium, if any, and interest, if any, on any
of such Securities, segregate and







**-30-**





hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal and premium or interest so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided. The Company
shall promptly notify the Trustee of any failure by the Company (or any other
obligor on such Securities) to make any payment of principal of or premium, if
any, or interest, if any, on such Securities.




Whenever
the Company shall have one or more Paying Agents for the Securities of any
series, or any Tranche thereof, it shall, on or before each due date of the
principal of and premium, if any, and interest, if any, on such Securities,
deposit with such Paying Agents sums sufficient (without duplication) to pay the
principal and premium or interest so becoming due, such sums 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 shall promptly notify
the Trustee of any failure by it so to act.




The
Company shall cause each Paying Agent for the Securities of any series, or any
Tranche thereof, other than the Company or 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
shall:




(a)  hold all
sums held by it for the payment of the principal of and premium, if any, or
interest, if any, on such Securities 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;




(b)  give the
Trustee notice of any failure by the Company (or any other obligor upon such
Securities) to make any payment of principal of or premium, if any, or interest,
if any, on such Securities; and




(c)  at any
time during the continuance of any such failure, upon the written request of the
Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying
Agent and furnish to the Trustee such information as it possesses regarding the
names and addresses of the Persons entitled to such sums.




The
Company may at any time 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, if so stated in a
Company Order delivered to the Trustee, in accordance with the provisions of
Article Seven; 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, if
any, on any Security and remaining unclaimed for two years after such principal
and premium, if any, or interest, if any, has become due and payable shall to
the extent permitted by law be paid to the Company on Company Request, or, if
then held by the Company, shall be discharged from such trust; and, upon such
payment or discharge, the Holder of such Security shall, as an unsecured general
creditor and not as the Holder of an Outstanding Security, look only to the
Company for







**-31-**





payment
of the amount so due and payable and remaining unpaid unless the applicable law
provides otherwise, 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 payment to the Company, may
at the expense of the Company cause to be mailed, on one occasion only, notice
to such Holder that such money remains unclaimed and that, after a date
specified therein, which shall not be less than thirty (30) days from the date
of such mailing, any unclaimed balance of such money then remaining will be paid
to the Company.




**SECTION
604.**  Corporate
Existence.




Subject
to the rights of the Company under Article Eleven, the Company shall do or cause
to be done all things necessary to preserve and keep in full force and effect
its corporate existence.




**SECTION
605.**  Maintenance
of Properties.




The
Company shall cause (or, with respect to property owned in common with others,
make reasonable effort to cause) all its properties used or useful in the
conduct of its business to be maintained and kept in good condition, repair and
working order and shall cause (or, with respect to property owned in common with
others, make reasonable effort to cause) to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as, in the
judgment of the Company, may be necessary so that the business carried on in
connection therewith may be properly conducted; provided, however, that nothing
in this Section shall prevent the Company from discontinuing, or causing the
discontinuance of, the operation and maintenance of any of its properties if
such discontinuance is, in the judgment of the Company, desirable in the conduct
of its business.




**SECTION
606.**  Annual
Officer’s Certificate as to Compliance.




Not later
than June 1 in each year, commencing June 1, 2005, the Company shall deliver to
the Trustee an Officer’s Certificate which need not comply with
Section 102, executed by the principal executive officer, the principal
financial officer or the principal accounting officer of the Company, as to such
officer’s knowledge of the Company’s compliance with all conditions and
covenants under this Indenture, such compliance to be determined without regard
to any period of grace or requirement of notice under this Indenture, and making
any other statements as may be required by the provisions of
Section 314(a)(4) of the Trust Indenture Act.




**SECTION
607.**  Waiver of
Certain Covenants.




The
Company may omit in any particular instance to comply with any term, provision
or condition set forth in (a) Section 602 or any additional covenant or
restriction specified with respect to the Securities of any series, or any
Tranche thereof, as contemplated by Section 301, if before the time for
such compliance the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all series and Tranches with respect to which
compliance with Section 602 or such additional covenant or restriction is
to be omitted, considered as one class, shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition and (b)







**-32-**





Section 604,
605 or Article Eleven if before the time for such compliance the Holders of a
majority in principal amount of Securities Outstanding under this Indenture
shall, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition; but, in the
case of (a) or (b), 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
608.**  Limitation
on Liens.




(a)  Except as
otherwise specified as contemplated by Section 301 for Securities of any
series, so long as any Securities of any series are Outstanding, the Company
will not pledge, mortgage, hypothecate or grant a security interest in, or
permit any mortgage, pledge, security interest or other lien upon, any capital
stock of any Subsidiary now or hereafter owned by the Company, to secure any
Indebtedness (hereinafter defined) without concurrently making effective
provision whereby the Outstanding Securities shall (so long as such other
Indebtedness shall be so secured) be equally and ratably secured with any and
all such other Indebtedness and any other indebtedness similarly entitled to be
equally and ratably secured; provided, however, that this restriction shall not
apply to nor prevent the creation or existence of:




(1)  any
mortgage, pledge, security interest, lien or encumbrance upon any such capital
stock created at the time of the acquisition of such capital stock by the
Company or within 270 days after such time to secure all or a portion of the
purchase price for such capital stock;




(2)  any
mortgage, pledge, security interest, lien or encumbrance upon any such capital
stock existing thereon at the time of the acquisition thereof by the Company
(whether or not the obligations secured thereby are assumed by the
Company);




(3)  any
extension, renewal or refunding of any mortgage, pledge, security interest, lien
or encumbrance permitted by Subsection (1) or (2) above on capital stock of
any Subsidiary theretofore subject thereto (or substantially the same capital
stock) or any portion thereof; or




(4)  any
judgment, levy, execution, attachment or other similar lien arising in
connection with court proceedings, provided that either




(ii)
    the
      execution or enforcement of each such lien is effectively stayed within 30
      days after entry of the corresponding judgment (or the corresponding
      judgment has been discharged within such 30 day period) and the claims
      secured thereby are being contested in good faith by appropriate
      proceedings timely commenced and diligently
prosecuted;




(iii)
    the
      payment of each such lien is covered in full by insurance and the
      insurance company has not denied or contested coverage thereof;
      or




**-33-**


(iv)
    so
      long as each such lien is adequately bonded, any appropriate legal
      proceedings that may have been duly initiated for the review of the
      corresponding judgment, decree or order shall not have been fully
      terminated or the period within which such proceedings may be initiated
      shall not have expired.




For
purposes of this Section 608, “Indebtedness” means all indebtedness,
whether or not represented by bonds, debentures, notes or other securities,
created or assumed by the Company for the repayment of money borrowed. All
indebtedness for money borrowed secured by a lien upon property owned by the
Company and upon which indebtedness for money borrowed the Company customarily
pays interest, although the Company has not assumed or become liable for the
payment of such indebtedness for money borrowed, shall for purposes of this
Section 608 be deemed to be Indebtedness of the Company. All indebtedness
of others for money borrowed which is guaranteed as to payment of principal by
the Company or in effect guaranteed by the Company through a contingent
agreement to purchase such indebtedness for money borrowed shall for purposes of
this Section 608 be deemed to be Indebtedness of the Company, but no other
contingent obligation of the Company in respect of indebtedness for money
borrowed or other obligations incurred by others shall for purposes of this
Section 608 be deemed to be Indebtedness of the Company.




In case
the Company shall propose to pledge, mortgage, hypothecate or grant a security
interest in any capital stock of any Subsidiary owned by the Company to secure
any Indebtedness, other than as permitted by Subsections (a)(1) to (a)(3),
inclusive, of this Section, the Company will prior thereto give written notice
thereof to the Trustee, and the Company will prior to or simultaneously with
such pledge, mortgage, hypothecation or grant of security interest, by
supplemental indenture executed to the Trustee (or to the extent legally
necessary to another trustee or an additional or separate trustee), in form
satisfactory to the Trustee, effectively secure (for so long as such other
Indebtedness shall be so secured) all the Securities equally and ratably with
such Indebtedness and with any other indebtedness for money borrowed similarly
entitled to be equally and ratably secured.




(b)  Except as
otherwise specified as contemplated by Section 301 for Securities of any
series, the provisions of Subsection (a) of this Section 608 shall not
apply in the event that the Company shall pledge, mortgage, hypothecate or grant
a security interest in or other lien upon any capital stock of any Subsidiary
now or hereafter owned by the Company to secure any Indebtedness which would
otherwise be subject to the foregoing restriction up to an aggregate amount
that, together with all other Indebtedness (other than mortgages, pledges,
security interests, liens or encumbrances permitted by Subsection (a) of
this Section 608) which would otherwise be subject to the foregoing
restriction, does not at the time exceed 5% of Consolidated
Capitalization.








For
purposes of this Section 608:




(1)  The term
“Consolidated Capitalization” means the sum obtained by adding (i) Consolidated
Shareholders’ Equity, (ii) Consolidated Indebtedness for money borrowed
(exclusive of any thereof which is due and payable within one year of the date
such sum is determined) and, without duplication, (iii) any preference or
preferred stock of the Company or any Consolidated Subsidiary which is subject
to mandatory redemption or sinking fund provisions.




**-34-**


(2)  The term
“Consolidated Shareholders’ Equity” means the total Assets of the Company and
its Consolidated Subsidiaries less all liabilities of the Company and its
Consolidated Subsidiaries. As used in this definition, “liabilities” means all
obligations which would, in accordance with generally accepted accounting
principles, be classified on a balance sheet as liabilities, including without
limitation, (i) indebtedness secured by property of the Company or any of its
Consolidated Subsidiaries whether or not the Company or such Consolidated
Subsidiary is liable for the payment thereof unless, in the case that the
Company or such Consolidated Subsidiary is not so liable, such property has not
been included among the Assets of the Company or such Consolidated Subsidiary on
such balance sheet, (ii) deferred liabilities, (iii) indebtedness of the Company
or any of its Consolidated Subsidiaries that is expressly subordinated in right
and priority of payment to other liabilities of the Company or such Consolidated
Subsidiary. As used in this definition, “liabilities” includes preference or
preferred stock of the Company or any Consolidated Subsidiary only to the extent
of any such preference or preferred stock that is subject to mandatory
redemption or sinking fund provisions.




(3)  The term
“Consolidated Subsidiary” means at any date any Subsidiary the financial
statements of which under generally accepted accounting principles would be
consolidated with those of the Company in its consolidated financial statements
as of such date.




(4)  The
“Assets” of any Person means the whole or any part of its business, property,
assets, cash and receivables.




The term
“Consolidated Indebtedness” means total indebtedness as shown on the
consolidated balance sheet of the Company and its Consolidated
Subsidiaries.




**ARTICLE
SEVEN**




Satisfaction
and Discharge




**SECTION
701.**  Satisfaction
and Discharge of Securities.




Any
Security or Securities, or any portion of the principal amount thereof, shall be
deemed to have been paid for all purposes of this Indenture, and the entire
indebtedness of the


Company
in respect thereof shall be deemed to have been satisfied and discharged, if
there shall have been irrevocably deposited with the Trustee or any Paying Agent
(other than the Company), in trust:




(a)  money in
an amount which shall be sufficient, or




(b)  in the
case of a deposit made prior to the Maturity of such Securities or portions
thereof, Eligible Obligations, which shall not contain provisions permitting the
redemption or other prepayment thereof at the option of the issuer thereof, the
principal of and the interest on which when due, without any regard to
reinvestment thereof, will provide moneys which, together with the money, if
any, deposited with or held by the Trustee or such Paying Agent, shall be
sufficient, or




**-35-**


(c)  a
combination of (a) or (b) which shall be sufficient,




to pay
when due the principal of and premium, if any, and interest, if any, due and to
become due on such Securities or portions thereof on or prior to Maturity;
provided, however, that in the case of the provision for payment or redemption
of less than all the Securities of any series or Tranche, such Securities or
portions thereof shall have been selected by the Trustee as provided herein and,
in the case of a redemption, the notice requisite to the validity of such
redemption shall have been given or irrevocable authority shall have been given
by the Company to the Trustee to give such notice, under arrangements
satisfactory to the Trustee; and provided, further, that the Company shall have
delivered to the Trustee and such Paying Agent:




(x) if
such deposit shall have been made prior to the Maturity of such Securities, a
Company Order stating that the money and Eligible Obligations deposited in
accordance with this Section shall be held in trust, as provided in
Section 703; and




(y) if
Eligible Obligations shall have been deposited, an Opinion of Counsel that the
obligations so deposited constitute Eligible Obligations and do not contain
provisions permitting the redemption or other prepayment at the option of the
issuer thereof, and an opinion of an independent public accountant of nationally
recognized standing, selected by the Company, to the effect that the
requirements set forth in clause (b) above have been satisfied; and




(z) if
such deposit shall have been made prior to the Maturity of such Securities, an
Officer’s Certificate stating the Company’s intention that, upon delivery of
such Officer’s Certificate, its indebtedness in respect of such Securities or
portions thereof will have been satisfied and discharged as contemplated in this
Section.




Upon the
deposit of money or Eligible Obligations, or both, in accordance with this
Section, together with the documents required by clauses (x), (y) and (z) above,
the Trustee shall, upon receipt of a Company Request, acknowledge in writing
that the Security or Securities or portions thereof with respect to which such
deposit was made are deemed to have been paid for all purposes of this Indenture
and that the entire indebtedness of the Company in respect thereof has been
satisfied and discharged as contemplated in this Section. In the event that all
of the
conditions set forth in the preceding paragraph shall have been satisfied in
respect of any Securities or portions thereof except that, for any reason, the
Officer’s Certificate specified in clause (z) shall not have been delivered,
such Securities or portions thereof shall nevertheless be deemed to have been
paid for all purposes of this Indenture, and the Holders of such Securities or
portions thereof shall nevertheless be no longer entitled to the benefits of
this Indenture or of any of the covenants of the Company under Article Six
(except the covenants contained in Sections 602 and 603) or any other covenants
made in respect of such Securities or portions thereof as contemplated by
Section 301, but the indebtedness of the Company in respect of such
Securities or portions thereof shall not be deemed to have been satisfied and
discharged prior to Maturity for any other purpose, and the Holders of such
Securities or portions thereof shall continue to be entitled to look to the
Company for payment of the indebtedness represented thereby; and, upon Company
Request, the Trustee shall acknowledge in writing that such Securities or
portions thereof are deemed to have been paid for all purposes of this
Indenture.




**-36-**


If
payment at Stated Maturity of less than all of the Securities of any series, or
any Tranche thereof, is to be provided for in the manner and with the effect
provided in this Section, the Security Registrar shall select such Securities,
or portions of principal amount thereof, in the manner specified by
Section 403 for selection for redemption of less than all the Securities of
a series or Tranche.




In the
event that Securities which shall be deemed to have been paid for purposes of
this Indenture, and, if such is the case, in respect of which the Company’s
indebtedness shall have been satisfied and discharged, all as provided in this
Section do not mature and are not to be redeemed within the 60 day period
commencing with the date of the deposit of moneys or Eligible Obligations, as
aforesaid, the Company shall, as promptly as practicable, give a notice, in the
same manner as a notice of redemption with respect to such Securities, to the
Holders of such Securities to the effect that such deposit has been made and the
effect thereof.




Notwithstanding
that any Securities shall be deemed to have been paid for purposes of this
Indenture, as aforesaid, the obligations of the Company and the Trustee in
respect of such Securities under Sections 304, 305, 306, 404, 503 (as to notice
of redemption), 602, 603, 907 and 915 and this Article Seven shall
survive.




The
Company shall pay, and shall indemnify the Trustee or any Paying Agent with
which Eligible Obligations shall have been deposited as provided in this Section
against, any tax, fee or other charge imposed on or assessed against such
Eligible Obligations or the principal or interest received in respect of such
Eligible Obligations, including, but not limited to, any such tax payable by any
entity deemed, for tax purposes, to have been created as a result of such
deposit.




Anything
herein to the contrary notwithstanding, (a) if, at any time after a Security
would be deemed to have been paid for purposes of this Indenture, and, if such
is the case, the Company’s indebtedness in respect thereof would be deemed to
have been satisfied or discharged, pursuant to this Section (without regard to
the provisions of this paragraph), the Trustee or any Paying Agent, as the case
may be, shall be required to return the money or Eligible Obligations, or
combination thereof, deposited with it as aforesaid to the Company or its
representative under any applicable Federal or State bankruptcy, insolvency or
other similar law, such
Security shall thereupon be deemed retroactively not to have been paid and any
satisfaction and discharge of the Company’s indebtedness in respect thereof
shall retroactively be deemed not to have been effected, and such Security shall
be deemed to remain Outstanding and (b) any satisfaction and discharge of the
Company’s indebtedness in respect of any Security shall be subject to the
provisions of the last paragraph of Section 603.




**-37-**


**SECTION
702.**  Satisfaction
and Discharge of Indenture.




This
Indenture shall upon Company Request cease to be of further effect (except as
hereinafter expressly provided), and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when




(a)  no
Securities remain Outstanding hereunder; and




(b)  the
Company has paid or caused to be paid all other sums payable hereunder by the
Company;




provided,
however, that if, in accordance with the last paragraph of Section 701, any
Security, previously deemed to have been paid for purposes of this Indenture,
shall be deemed retroactively not to have been so paid, this Indenture shall
thereupon be deemed retroactively not to have been satisfied and discharged, as
aforesaid, and to remain in full force and effect, and the Company shall execute
and deliver such instruments as the Trustee shall reasonably request to evidence
and acknowledge the same.




Notwithstanding
the satisfaction and discharge of this Indenture as aforesaid, the obligations
of the Company and the Trustee under Sections 304, 305, 306, 404, 503 (as to
notice of redemption), 602, 603, 907 and 915 and this Article Seven shall
survive.




**-38-**


Upon
satisfaction and discharge of this Indenture as provided in this Section, the
Trustee shall assign, transfer and turn over to the Company, subject to the lien
provided by Section 907, any and all money, securities and other property
then held by the Trustee for the benefit of the Holders of the Securities other
than money and Eligible Obligations held by the Trustee pursuant to
Section 703 and shall execute and deliver to the Company such instruments
as, in the judgment of the Company, shall be necessary, desirable or appropriate
to effect or evidence the satisfaction and discharge of this
Indenture.




**SECTION
703.**  Application
of Trust Money.




Neither
the Eligible Obligations nor the money deposited pursuant to Section 701,
nor the principal or interest payments on any such Eligible Obligations, shall
be withdrawn or used for any purpose other than, and shall be held in trust for,
the payment of the principal of and premium, if any, and interest, if any, on
the Securities or portions of principal amount thereof in respect of which such
deposit was made, all subject, however, to the provisions of Section 603;
provided, however, that, so long as there shall not have occurred and be
continuing an Event of Default, any cash received from such principal or
interest payments on such Eligible Obligations, if not then needed for such
purpose, shall, to the extent practicable and upon Company Request, be invested
in Eligible Obligations of the type described in clause (b) in the first
paragraph of Section 701 maturing at such times and in such amounts as
shall be sufficient, together with any other
moneys and the principal of and interest on any other Eligible Obligations then
held by the Trustee, to pay when due the principal of and premium, if any, and
interest, if any, due and to become due on such Securities or portions thereof
on and prior to the Maturity thereof, and interest earned from such reinvestment
shall be paid over to the Company as received, free and clear of any trust, lien
or pledge under this Indenture except the lien provided by Section 907; and
provided, further, that, so long as there shall not have occurred and be
continuing an Event of Default, any moneys held in accordance with this Section
on the Maturity of all such Securities in excess of the amount required to pay
the principal of and premium, if any, and interest, if any, then due on such
Securities shall be paid over to the Company free and clear of any trust, lien
or pledge under this Indenture except the lien provided by Section 907; and
provided, further, that if an Event of Default shall have occurred and be
continuing, moneys to be paid over to the Company pursuant to this Section shall
be held until such Event of Default shall have been waived or
cured.




**ARTICLE
EIGHT**




Events of
Default; Remedies




**SECTION
801.**  Events of
Default.




“Event of
Default”, wherever used herein with respect to Securities of any series, means
any one of the following events:




(a)  failure
to pay interest, if any, on any Security of such series within 30 days after the
same becomes due and payable; provided, however, that a valid extension of the
interest payment period by the Company as contemplated in Section 312 of
this Indenture shall not constitute a failure to pay interest for this purpose;
or




(b)  failure
to pay the principal of or premium, if any, on any Security of such series at
its Maturity; or




(c)  failure
to perform or breach of any covenant or warranty of the Company in this
Indenture (other than a covenant or warranty a default in the performance of
which or breach of which is elsewhere in this Section specifically dealt with or
which has expressly been included in this Indenture solely for the benefit of
one or more series of Securities other than such series) for a period of 90 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 33% in
aggregate principal amount of the Outstanding Securities of such 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, unless the
Trustee, or the Trustee and the Holders of a principal amount of Securities of
such series not less than the principal amount of Securities the Holders of
which gave such notice, as the case may be, shall agree in writing to an
extension of such period prior to its expiration; provided, however, that the
Trustee, or the Trustee and the Holders of such principal amount of Securities
of such series, as the case may be, shall be deemed to have agreed to an
extension of such period if corrective action is initiated by the Company within
such period and is being diligently pursued; or







**-39-**




(d)  the entry
by a court having jurisdiction in the premises of (1) a decree or order for
relief in respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or (2) a decree or order adjudging the Company a bankrupt or
insolvent, or approving as properly filed a petition by one or more Persons
other than the Company seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company under any applicable Federal or
State bankruptcy, insolvency or similar law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official
for the Company or for any substantial part of its property, or ordering the
winding up or liquidation of its affairs, and any such decree or order for
relief or any such other decree or order shall have remained unstayed and in
effect for a period of 90 consecutive days; or




(e)  the
commencement by the Company of a voluntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by the Company to the entry of a decree or order for
relief in respect of the Company in a case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law or
to the commencement of any bankruptcy or insolvency case or proceeding against
the Company, or the filing by the Company of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State
bankruptcy, insolvency, reorganization or similar law, or the consent by the
Company to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
or similar official of the Company or of any substantial part of its property,
or the making by the Company of a general assignment for the benefit of
creditors, or the admission by the Company in writing of its inability to pay
its debts generally as they become due, or the authorization of such action by
the Board of Directors of the Company; or




(f)  any other
Event of Default specified with respect to Securities of such series as
contemplated by Section 301(o).




**SECTION
802.**  Acceleration
of Maturity; Rescission and Annulment.




If an
Event of Default due to the default in payment of principal of, or interest on,
any series of Securities or due to the default in the performance or breach of
any other covenant or warranty of the Company applicable to the Securities of
such series but not applicable to all Outstanding Securities shall have occurred
and be continuing, either the Trustee or the Holders of not less than 33% in
principal amount of the Securities of such series may then declare the principal
amount (or, if any of the Securities of such series are Discount Securities,
such portion of the principal amount as may be specified in the terms thereof as
contemplated by Section 301) of all Securities of such series and interest
accrued thereon to be due and payable immediately by a written notice to the
Company (and to the Trustee if given by the Holders). If an Event of Default due
to default in the performance of any other of the covenants or agreements herein
applicable to all Outstanding Securities or an Event of Default specified in
Section 801(d) or (e) shall have occurred and be continuing, either the
Trustee or the Holders of not less than 33% in principal amount of all
Securities then Outstanding (considered as one class), and not the Holders
of the Securities of any one of such series, may declare the principal of all
Securities and interest accrued thereon to be due and payable immediately by a
written notice to the Company (and to the Trustee if given by the Holders). As a
consequence of each such declaration (herein referred to as a declaration of
acceleration) with respect to Securities of any series, the principal amount (or
portion thereof in the case of Discount Securities) of such Securities and
interest accrued thereon shall become due and payable immediately.




At any
time after such a declaration of acceleration with respect to Securities of any
series shall have been made and before a judgment or decree for payment of the
money due shall have been obtained by the Trustee as hereinafter in this Article
provided, the Event or Events of Default giving rise to such declaration of
acceleration shall, without further act, be deemed to have been waived, and such
declaration and its consequences shall, without further act, be deemed to have
been rescinded and annulled, if




(a)  the
Company shall have paid or deposited with the Trustee a sum sufficient to
pay




(1)  all
overdue interest on all Securities of such series;




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




(3)  to the
extent that payment of such interest is lawful, interest upon overdue interest,
if any, at the rate or rates prescribed therefor in such
Securities;




(4)  all
amounts due to the Trustee under Section 907;




and




(b)  any other
Event or Events of Default with respect to Securities of such series, other than
the nonpayment of the principal of Securities of such series which shall have
become due solely by such declaration of acceleration, shall have been cured or
waived as provided in Section 813.




No such
rescission shall affect any subsequent Event of Default or impair any right
consequent thereon.




**-40-**


**SECTION
803.**  Collection
of Indebtedness and Suits for Enforcement by Trustee.




If an
Event of Default described in clause (a) or (b) of Section 801 shall have
occurred and be continuing, the Company shall, upon demand of the Trustee, pay
to it, for the benefit of the Holders of the Securities of the series with
respect to which such Event of Default shall have occurred, the whole amount
then due and payable on such Securities for principal and premium, if any, and
interest, if any, and, to the extent permitted by law, interest on any overdue
principal, premium and interest, at the rate or rates prescribed therefor in
such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover any amounts due to the Trustee under
Section 907.




If the
Company shall fail to pay such amounts forthwith upon such demand, the Trustee,
in its own name and as trustee of an express trust, may 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 shall have occurred
and be 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.




**SECTION
804.**  Trustee
May File Proofs of Claim.




In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,




(a)  to file
and prove a claim for the whole amount of principal, premium, if any, and
interest, if any, 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 the
claims of the Trustee (including any claim for amounts due to the Trustee under
Section 907) and of the Holders allowed in such judicial proceeding,
and




(b)  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 amounts due it under Section 907.




Nothing
herein contained 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.







**-41-**










**SECTION
805.**  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 in respect of which such judgment has been recovered.




**SECTION
806.**  Application
of Money Collected.




Any money
or property collected or received by the Trustee pursuant to this Article and
distributable in respect of the Company’s obligations under this Indenture shall
be applied in the following order, to the extent permitted by law, 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, if any, upon presentation
of the Securities in respect of which or for the benefit of which such money
shall have been collected 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 (including any predecessor Trustee) under
Section 907;




**Second:** To the
payment of the amounts then due and unpaid upon the Securities for principal of
and premium, if any, and interest, if any, 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, premium, if any, and interest, if any, respectively;
and




**Third:** To the
payment of the remainder, if any, to the Company or to whomsoever may be
lawfully entitled to receive the same or as a court of competent jurisdiction
may direct.




**SECTION
807.**  Limitation
on Suits.




No Holder
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:




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







**-42-**










(b)  the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of all series in respect of which an Event of Default shall have
occurred and be continuing, considered as one class, 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;




(c)  such
Holder or Holders shall have offered to the Trustee reasonable indemnity against
the costs, expenses and liabilities to be incurred in compliance with such
request;




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




(e)  no
direction inconsistent with such written request shall have been given to the
Trustee during such 60-day period by the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all series in respect of which
an Event of Default shall have occurred and be continuing, considered as one
class;




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 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
      808.**
    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 Sections 307 and 312) interest, if any,
on such Security on the Stated Maturity or Maturities expressed in such Security
(or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.




**SECTION
809.**  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 shall have been discontinued or
abandoned for any reason, or shall have 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 such Holder shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and such Holder shall continue as though
no such proceeding had been instituted.







**-43-**










**SECTION
810.**  Rights
and Remedies Cumulative.




Except as
otherwise provided in the last paragraph of Section 306, 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
811.**  Delay or
Omission Not Waiver.




No delay
or omission of the Trustee or of any Holder 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
812.**  Control
by Holders of Securities.




If an
Event of Default shall have occurred and be continuing in respect of a series of
Securities, the Holders of a majority in principal amount of the Outstanding
Securities of such 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, however, that if an Event of Default shall
have occurred and be continuing with respect to more than one series of
Securities, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all such series, considered as one class, shall have
the right to make such direction, and not the Holders of the Securities of any
one of such series; and provided, further, that




(a)  such
direction shall not be in conflict with any rule of law or with this Indenture,
and could not involve the Trustee in personal liability in circumstances where
indemnity would not, in the Trustee’s sole discretion, be adequate,
and




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




**SECTION
813.**  Waiver of
Past Defaults.




The
Holders of not less than a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default hereunder with respect to such series and its
consequences, except a default




(a)  in the
payment of the principal of or premium, if any, or interest, if any, on any
Security of such series, or







**-44-**










(b)  in
respect of a covenant or provision hereof which under Section 1202 cannot
be modified or amended without the consent of the Holder of each Outstanding
Security of such series affected.




Upon any
such waiver, such default shall cease to exist, and any and all Events 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.




**SECTION
814.**  Undertaking
for Costs.




The
Company and the Trustee agree, and each Holder by his acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, 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, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Company, to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in aggregate principal amount of
the Outstanding Securities of all series in respect of which such suit may be
brought, considered as one class, or to any suit instituted by any Holder for
the enforcement of the payment of the principal of or premium, if any, or
interest, if any, on any Security on or after the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date).




**SECTION
815.**  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
NINE**






The
Trustee




**SECTION
901.**  Certain
Duties and Responsibilities.




(a)  The
Trustee shall have and be subject to all the duties and responsibilities
specified with respect to an indenture trustee in the Trust Indenture Act and no
implied covenants or obligations shall be read into this Indenture against the
Trustee. For purposes







**-45-**










(b)  of
Sections 315(a) and 315(c) of the Trust Indenture Act, the term “default” is
hereby defined as an Event of Default which has occurred and is
continuing.




(c)  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)  Notwithstanding
anything contained in this Indenture to the contrary, the duties and
responsibilities of the Trustee under this Indenture shall be subject to the
protections, exculpations and limitations on liability afforded to an indenture
trustee under the provisions of the Trust Indenture Act. For the purposes of
Sections 315(b) and 315(d)(2) of the Trust Indenture Act, the term “responsible
officer” is hereby defined as a Responsible Officer and the chairman or vice
chairman of the board of directors, the chairman or vice chairman of the
executive committee of the board of directors, the president, any vice
president, the secretary, any assistant secretary, the treasurer any assistant
treasurer, the cashier, any assistant cashier, any trust officer or assistant
trust officer, the controller and any assistant controller of the Trustee, or
any other officer of the Trustee customarily performing functions similar to
those performed by a Responsible Officer or any of the above designated officers
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his or her knowledge of and
familiarity with the particular subject.




(e)  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
902.**  Notice of
Defaults.




The
Trustee shall give notice of any default hereunder known to the Trustee with
respect to the Securities of any series to the Holders of Securities of such
series in the manner and to the extent that it would be required to do so if the
Indenture were qualified under the Trust Indenture Act, unless such default
shall have been cured or waived; provided, however, that in the case of any
default of the character specified in Section 801(c), no such notice to
Holders shall be given until at least 45 days after the occurrence thereof. For
the purpose of this Section and clause (h) of Section 903, the term
“default” means any event which is, or after notice or lapse of time, or both,
would become, an Event of Default.







**-46-**










**SECTION
903.**  Certain
Rights of Trustee.




Subject
to the provisions of Section 901 and to the applicable provisions of the
Trust Indenture Act:




(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, or as otherwise expressly
provided herein, 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, conclusively rely upon
an Officer’s Certificate;




(d)  the
Trustee may consult with counsel and the written 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 Holder
pursuant to this Indenture, unless such Holder shall have offered to the Trustee
reasonable security or indemnity 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 (subject to applicable legal
requirements) be entitled to examine, during normal business hours, 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;







**-47-**










(h)  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;




(i)  the
Trustee shall not be charged with knowledge of any default (as defined in
Section 902) or Event of Default, as the case may be, with respect to the
Securities of any series for which it is acting as Trustee unless either (1) a
Responsible Officer of the Trustee shall have actual knowledge that such default
or Event of Default, as the case may be, exists and constitutes a default or
Event of Default under this Indenture or (2) written notice of such default or
Event of Default, as the case may be, shall have been given in the manner
provided in Section 105 hereof to the Trustee by the Company, any other
obligor on such Securities or by any Holder of such Securities; and




(j)  the
Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers
conferred upon it under this Indenture.




**SECTION
904.**  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 neither the Trustee nor any Authenticating Agent assumes responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.




**SECTION
905.**  May Hold
Securities.




Each of
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 908 and 913,
may otherwise deal with the Company with the same rights it would have if it
were not the Trustee, Authenticating Agent, Paying Agent, Security Registrar or
such other agent.




**SECTION
906.**  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 expressly provided
herein or otherwise agreed with, and for the sole benefit of, the
Company.







**-48-**










**SECTION
907.**  Compensation
and Reimbursement.




The
Company shall




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




(b)  except as
otherwise expressly provided herein, reimburse the Trustee upon its request for
all reasonable expenses, disbursements and advances reasonably 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 to the extent that any such expense, disbursement or advance
may be attributable to the Trustee’s negligence, willful misconduct or bad
faith; and




(c)  indemnify
the Trustee for, and hold it harmless from and against, any loss, liability or
expense reasonably incurred by it arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder or the performance
of its duties hereunder, including the reasonable costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder, except to the extent
any such loss, liability or expense may be attributable to its negligence,
willful misconduct or bad faith.




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 other than property and funds
held in trust under Section 703 (except as otherwise provided in
Section 703).




In
addition and without prejudice to the rights provided to the Trustee under any
of the provisions of this Indenture, when the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 801(d)
or Section 801(e), the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended to
constitute expenses of administration under any applicable Federal or State
bankruptcy, insolvency or other similar law.




The
Company’s obligations under this Section 907 and the lien referred to in
this Section 907 shall survive the resignation or removal of the Trustee, the
discharge of the Company’s obligations under Article Seven of this Indenture
and/or the termination of this Indenture.




“Trustee”
for purposes of this Section shall include any predecessor Trustee; provided,
however, that the negligence, willful misconduct or bad faith of any Trustee
hereunder shall not affect the rights of any other Trustee
hereunder.







**-49-**










**SECTION
908.**  Disqualification;
Conflicting Interests.




If the
Trustee shall have or acquire any conflicting interest within the meaning of the
Trust Indenture Act, it shall either eliminate such conflicting interest or
resign to the extent, in the manner and with the effect, and subject to the
conditions, provided in the Trust Indenture Act and this Indenture. For purposes
of Section 310(b)(1) of the Trust Indenture Act and to the extent permitted
thereby, the Trustee, in its capacity as trustee in respect of the Securities of
any series, shall not be deemed to have a conflicting interest arising from its
capacity as trustee in respect of the Securities of any other series or any
securities of any series issued under the Indenture (For Unsecured Debt
Securities Series A), dated as of October 1, 1997, of the Company to The Bank of
New York, as trustee, the Indenture (For Unsecured Debt Securities Series B),
dated as of October 1, 1997, of the Company to The Bank of New York, as trustee,
the Indenture (For Unsecured Debt Securities Series C), dated as of January 1,
1998, of the Company to The Bank of New York, as trustee, the Purchase Contract
Agreement dated as of July 1, 1998 of the Company to The Bank of New York, as
agent, attorney-in-fact and trustee, the Indenture (For Unsecured Debt
Securities Series D and Series E), dated as of July 1, 1998, of the Company to
The Bank of New York, as trustee, the Indenture (For Unsecured Debt Securities
Series F), dated as of October 1, 1998 of the Company to The Bank of New York,
as trustee, the Indenture (For Unsecured Debt Securities Series G), dated as of
October 1, 1998, of the Company to The Bank of New York, as trustee, the
Indenture (For Unsecured Debt Securities Series H), dated as of June 1, 1999, of
the Company to The Bank of New York, as trustee, the Indenture (For Unsecured
Debt Securities Series I), dated as of September 1, 1999, of the Company to The
Bank of New York, as trustee, the Indenture (For Unsecured Debt Securities
Series J), dated as of July 1, 2001, of the Company to The Bank of New York, as
trustee, the Purchase Contract Agreement, dated as of October 1, 2001, of the
Company to The Bank of New York, as agent, attorney-in-fact and trustee, the
Indenture (For Unsecured Debt Securities Series K and Series L), dated as of
October 1, 2001, of the Company to The Bank of New York, as trustee, the
Purchase Contract Agreement dated as of June 1, 2002 of the Company to The Bank
of New York, as agent, attorney-in-fact and trustee, the Indenture (For
Unsecured Debt Securities Series M), dated as of June 1, 2002, of the Company to
The Bank of New York, as trustee, the Indenture (For Unsecured Debt Securities
Series N), dated as of July 1, 2003, of the Company to The Bank of New York, as
trustee, the Indenture (For Unsecured Debt Securities Series P), dated as of
November 1, 2004, of the Company to The Bank of New York, as trustee, the
Indenture (For Unsecured Debt Securities Series Q), dated as of November 1,
2004, of the Company to The Bank of New York, as trustee, or the Indenture (For
Unsecured Debt Securities Series R), dated as of November 1, 2004, of the
Company to The Bank of New York, as trustee.




**SECTION
909.**  Corporate
Trustee Required; Eligibility.




There
shall at all times be a Trustee hereunder which shall be




(a)  a
corporation organized and doing business under the laws of the United States,
any State or territory thereof or the District of Columbia, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
Federal, State or District of Columbia authority, or




(b)  if and to
the extent permitted by the Commission by rule, regulation or order upon
application, a corporation or other Person organized and doing business under
the laws of a foreign government, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000 or the Dollar equivalent of the applicable foreign currency and
subject to supervision or examination by authority of such foreign government or
a political subdivision thereof substantially equivalent to supervision or
examination applicable to United States institutional trustees,




and, in
either case, qualified and eligible under this Article and the Trust Indenture
Act. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of such supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation 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
910.**  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 911.




(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 911 shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may 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.







**-50-**






(d)  If at any
time:




(1)  the
Trustee shall fail to comply with Section 908 after written request
therefor by the Company or by any Holder who has been a bona fide Holder for at
least six months, or




(2)  the
Trustee shall cease to be eligible under Section 909 or Section 310(a) of
the Trust Indenture Act 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,




then, in
any such case, (x) the Company by a Board Resolution may remove the Trustee
with respect to all Securities or (y) subject to Section 814, any
Holder who has been a bona fide Holder 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 all Securities and
the appointment of a successor Trustee or Trustees.




(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 (other than as contemplated
in clause (y) in Subsection (d) of this Section), with respect to the Securities
of one or more series, the Company, by a Board Resolution, 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 911. 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 any 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 911, 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 911, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of itself 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)  So long
as no event which is, or after notice or lapse of time, or both, would become,
an Event of Default shall have occurred and be continuing, and except with
respect to a Trustee appointed by Act of the Holders of a majority in principal
amount of the Outstanding Securities pursuant to Subsection (e) of this Section,
if the Company shall have delivered to the Trustee (i) a Board Resolution
appointing a successor Trustee, effective as of a date specified therein, and
(ii) an instrument of acceptance of such appointment, effective as of such date,
by such successor Trustee in accordance with Section 911, the Trustee shall
be deemed to have resigned as contemplated in Subsection (b) of this Section,
the successor Trustee shall be deemed to have been appointed by the Company
pursuant to Subsection (e) of this Section and such appointment shall be deemed
to have been accepted as contemplated in Section 911, all as of such date,
and all other provisions of this Section and Section 911 shall be
applicable to such resignation, appointment and acceptance except to the extent
inconsistent with this Subsection (f).




(g)  The
Company (or, should the Company fail so to act promptly, the successor trustee
at the expense of 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
by mailing written notice of such event by first-class mail, postage prepaid, to
all Holders of Securities of such series as their names and addresses appear in
the Security Register. Each notice 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
911.**  Acceptance
of Appointment by Successor.




(a)  In case
of the appointment hereunder of a successor Trustee with respect to the
Securities of all series, 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 all sums owed to it, 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 provided for in Section 907.







**-51-**










(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, upon
payment of all sums owed to it, 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, subject nevertheless to its lien provided for
in Section 907.




(c)  Upon
request of any such successor Trustee, the Company shall execute any instruments
which fully vest in and confirm to such successor Trustee all such rights,
powers and trusts referred to in Subsection (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
912.**  Merger,
Conversion, Consolidation or Succession to Business.




Any
Person into which the Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to
all or substantially all the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided such Person 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.




**SECTION
913.**  Preferential
Collection of Claims Against Company.




If the
Trustee shall be or become a creditor of the Company or any other obligor upon
the Securities (other than by reason of a relationship described in
Section 311(b) of the Trust Indenture Act), the Trustee shall be subject to
any and all applicable provisions of the Trust Indenture Act regarding the
collection of claims against the Company or such other obligor. For purposes of
Section 311(b) of the Trust Indenture Act:




(a)  the term
“cash transaction” means any transaction in which full payment for goods or
securities sold is made within seven days after delivery of the goods or
securities in currency or in checks or other orders drawn upon banks or bankers
and payable upon demand;




(b)  the term
“self-liquidating paper” means any draft, bill of exchange, acceptance or
obligation which is made, drawn, negotiated or incurred by the Company for the
purpose of financing the purchase, processing, manufacturing, shipment, storage
or sale of goods, wares or merchandise and which is secured by documents
evidencing title to, possession of, or a lien upon, the goods, wares or
merchandise or the receivables or proceeds arising from the sale of the goods,
wares or merchandise previously constituting the security, provided the security
is received by the Trustee simultaneously with the creation of the creditor
relationship with the Company arising from the making, drawing, negotiating or
incurring of the draft, bill of exchange, acceptance or obligation.




**SECTION
914.**  Co-trustees
and Separate Trustees.




At any
time or times, for the purpose of meeting the legal requirements of any
applicable jurisdiction, the Company and the Trustee shall have power to
appoint, and, upon the written request of the Trustee or of the Holders of at
least 33% in principal amount of the Securities then Outstanding, the Company
shall for such purpose join with the Trustee in the execution and delivery of
all instruments and agreements necessary or proper to appoint, one or more
Persons approved by the Trustee either to act as co-trustee, jointly with the
Trustee, or to act as separate trustee, in either case with such powers as may
be provided in the instrument of appointment, and to vest in such Person or
Persons, in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Section. If the
Company does not join in such appointment within 15 days after the receipt by it
of a request so to do, or if an Event of Default shall have occurred and be
continuing, the Trustee alone shall have power to make such
appointment.




Should
any written instrument or instruments from the Company be required by any
co-trustee or separate trustee so appointed to more fully confirm to such
co-trustee or separate trustee such property, title, right or power, any and all
such instruments shall, on request, be executed, acknowledged and delivered by
the Company.







**-52-**










Every
co-trustee or separate trustee shall, to the extent permitted by law, but to
such extent only, be appointed subject to the following conditions:




(a)  the
Securities shall be authenticated and delivered, and all rights, powers, duties
and obligations hereunder in respect of the custody of securities, cash and
other personal property held by, or required to be deposited or pledged with,
the Trustee hereunder, shall be exercised solely, by the Trustee;




(b)  the
rights, powers, duties and obligations hereby conferred or imposed upon the
Trustee in respect of any property covered by such appointment shall be
conferred or imposed upon and exercised or performed either by the Trustee or by
the Trustee and such co-trustee or separate trustee jointly, as shall be
provided in the instrument appointing such co-trustee or separate trustee,
except to the extent that under any law of any jurisdiction in which any
particular act is to be performed, the Trustee shall be incompetent or
unqualified to perform such act, in which event such rights, powers, duties and
obligations shall be exercised and performed by such co-trustee or separate
trustee;




(c)  the
Trustee at any time, by an instrument in writing executed by it, with the
concurrence of the Company, may accept the resignation of or remove any
co-trustee or separate trustee appointed under this Section, and, if an Event of
Default shall have occurred and be continuing, the Trustee shall have power to
accept the resignation of, or remove, any such co-trustee or separate trustee
without the concurrence of the Company. Upon the written request of the Trustee,
the Company shall join with the Trustee in the execution and delivery of all
instruments and agreements necessary or proper to effectuate such resignation or
removal. A successor to any co-trustee or separate trustee so resigned or
removed may be appointed in the manner provided in this Section;




(d)  no
co-trustee or separate trustee hereunder shall be personally liable by reason of
any act or omission of the Trustee, or any other such trustee hereunder; and the
Trustee shall not be personally liable by reason of any act or omission of any
such co-trustee or separate trustee; and




(e)  any Act
of Holders delivered to the Trustee shall be deemed to have been delivered to
each such co-trustee and separate trustee.




**SECTION
915.**  Appointment
of Authenticating Agent.




The
Trustee may appoint an Authenticating Agent or Agents with respect to the
Securities of one or more series, or Tranche thereof, which shall be authorized
to act on behalf of the Trustee to authenticate Securities of such series or
Tranche issued upon original issuance and upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 306, 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 under the laws of the United
States, any State or territory thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not 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 may resign at any time by giving written notice thereof to
the Trustee and to the Company. The Trustee may at any time terminate the agency
of an Authenticating Agent 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 may appoint a successor Authenticating
Agent which shall be acceptable to the Company. 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.




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, in accordance with, and subject to
the provisions of, Section 907.




The
provisions of Sections 308, 904 and 905 shall be applicable to each
Authenticating Agent.




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







**-53-**










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




THE BANK
OF NEW YORK




As
Trustee




By______________________




As
Authenticating Agent




By______________________




Authorized
Signatory




If all of
the Securities of a series may not be originally issued at one time, and if the
Trustee does not have an office capable of authenticating Securities upon
original issuance located in a Place of Payment where the Company wishes to have
Securities of such series authenticated upon original issuance, the Trustee, if
so requested by the Company in writing (which writing need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel), shall
appoint, in accordance with this Section and in accordance with such procedures
as shall be acceptable to the Trustee, an Authenticating Agent having an office
in a Place of Payment designated by the Company with respect to such series of
Securities.







**-54-**










**ARTICLE
TEN**






Holders’
Lists and Reports by Trustee and Company




**SECTION
1001.**  Lists of
Holders.




Semiannually,
not later than June 1 and December 1 in each year, commencing June 1, 2005, and
at such other times as the Trustee may request in writing, the Company shall
furnish or cause to be furnished to the Trustee information as to the names and
addresses of the Holders, and the Trustee shall preserve such information and
similar information received by it in any other capacity and afford to the
Holders access to information so preserved by it, all to such extent, if any,
and in such manner as shall be required by the Trust Indenture Act; provided,
however, that no such list need be furnished so long as the Trustee shall be the
Security Registrar.




**SECTION
1002.**  Reports
by Trustee and Company.




Not later
than November 1 in each year, commencing with the year 2005, the Trustee shall
transmit to the Holders, the Commission and each securities exchange upon which
any Securities are listed, a report, dated as of the next preceding September
15, with respect to any events and other matters described in
Section 313(a) of the Trust Indenture Act, in such manner and to the extent
required by the Trust Indenture Act. The Trustee shall transmit to the Holders,
the Commission and each securities exchange upon which any Securities are
listed, and the Company shall file with the Trustee (within 30 days after filing
with the Commission in the case of reports which pursuant to the Trust Indenture
Act must be filed with the Commission and furnished to the Trustee) and transmit
to the Holders, such other information, reports and other documents, if any, at
such times and in such manner, as shall be required by the Trust Indenture Act.
The Company shall notify the Trustee of the listing of any Securities on any
securities exchange and of any delisting thereof.




Delivery
of such reports, information and documents filed with the Commission pursuant to
the Securities Exchange Act of 1934, as amended, to the Trustee is for
informational purposes only, and the Trustee’s receipt of such shall not
constitute notice or 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 Officer’s Certificates).




**ARTICLE
ELEVEN**






Consolidation,
Merger, Conveyance or Other Transfer




**SECTION
1101.**  Company
May Consolidate, etc., Only on Certain Terms.




The
Company shall not consolidate with or merge into any other corporation, in each
case in a transaction in which it is not the successor corporation, or convey,
transfer or lease its properties and assets as an entirety or substantially as
an entirety to any Person, unless







**-55-**










(a)  the
corporation formed by such consolidation or into which the Company is merged, or
the corporation that acquires by conveyance or transfer, or which leases, the
properties and assets of the Company as an entirety or substantially as an
entirety, shall be a corporation 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, in form satisfactory to the Trustee, the due and punctual payment
of the principal of and premium, if any, and interest, if any, on all
Outstanding Securities and the performance of every covenant of this Indenture
on the part of the Company to be performed or observed;




(b)  immediately
after giving effect to such transaction, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default,
shall have occurred and be continuing; and




(c)  the
Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that such consolidation, merger, conveyance or
other transfer or lease and such indenture supplemental hereto comply with this
Article and that all conditions precedent herein provided for relating to such
transactions have been complied with.




**SECTION
1102.**  Successor
Corporation Substituted.




Upon any
consolidation by the Company with or merger by the Company into any other
corporation, or any conveyance or other transfer or lease of the properties and
assets of the Company as an entirety or substantially as an entirety in
accordance with Section 1101, the successor corporation formed by such
consolidation or into which the Company is merged or the Person to which such
conveyance, or other transfer or lease 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 and released from all obligations and
covenants under this Indenture and the Securities Outstanding hereunder (unless
the Company shall have delivered to the Trustee an instrument waiving such
relief and release), and the Trustee shall acknowledge in writing that the
Company has been so relieved and released.




**SECTION
1103.**  **Limitations.**




For
purposes of clarification and not in limitation of the provisions of Section
1101, unless otherwise provided in a supplemental indenture or Officer’s
Certificate, nothing in this Indenture shall be deemed to prevent or
restrict:




(a)  any
consolidation or merger after the consummation of which the Company would be the
surviving or resulting corporation, or




(b)  any
conveyance or other transfer, or lease of any part of the properties of the
Company which does not constitute the entirety, or substantially the entirety,
thereof, or







**-56-**










(c)  the
approval by the Company of, or the consent by the Company to, any consolidation
or merger of any direct or indirect subsidiary or affiliate of the Company, or
any conveyance, transfer or lease by any such subsidiary or affiliate of any of
its assets.




**ARTICLE
TWELVE**




Supplemental
Indentures




**SECTION
1201.**  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 enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:




(a)  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,
all as provided in Article Eleven; or




(b)  to add
one or more covenants of the Company or other provisions for the benefit of all
Holders or for the benefit of the Holders of, or to remain in effect only so
long as there shall be Outstanding, Securities of one or more specified series,
or one or more specified Tranches thereof, or to surrender any right or power
herein conferred upon the Company; or




(c)  to add
any additional Events of Default with respect to all or any series of Securities
Outstanding hereunder; or




(d)  to change
or eliminate any provision of this Indenture or to add any new provision to this
Indenture; provided, however, that if such change, elimination or addition shall
adversely affect the interests of the Holders of Securities of any series or
Tranche Outstanding on the date of such indenture supplemental hereto in any
material respect, such change, elimination or addition shall become effective
with respect to such series or Tranche only pursuant to the provisions of
Section 1202 hereof or when no Security of such series or Tranche remains
Outstanding; or




(e)  to
provide collateral security for all but not part of the Securities;
or




(f)  to
establish the form or terms of Securities of any series or Tranche as
contemplated by Sections 201 and 301; or




(g)  to
provide for the authentication and delivery of bearer securities and coupons
appertaining thereto representing interest, if any, thereon and for the
procedures for the registration, exchange and replacement thereof and for the
giving of notice to, and the solicitation of the vote or consent of, the holders
thereof, and for any and all other matters incidental thereto; or







**-57-**










(h)  to
evidence and provide for the acceptance of appointment hereunder by a separate
or successor Trustee or co-trustee with respect to the Securities of one or more
series and to 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, pursuant to the requirements of
Section 911(b); or




(i)  to
provide for the procedures required to permit the Company to utilize, at its
option, a noncertificated system of registration for all, or any series or
Tranche of, the Securities; or




(j)  to change
any place or places where (1) the principal of and premium, if any, and
interest, if any, on all or any series of Securities, or any Tranche thereof,
shall be payable, (2) all or any series of Securities, or any Tranche thereof,
may be surrendered for registration of transfer, (3) all or any series of
Securities, or any Tranche thereof, may be surrendered for exchange and (4)
notices and demands to or upon the Company in respect of all or any series of
Securities, or any Tranche thereof, and this Indenture may be served;
or




(k)  to cure
any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other
changes to the provisions hereof or to add other provisions with respect to
matters or questions arising under this Indenture, provided that such other
changes or additions shall not adversely affect the interests of the Holders of
Securities of any series or Tranche in any material respect.




Without
limiting the generality of the foregoing, if the Trust Indenture Act as in
effect at the date of the execution and delivery of this Indenture or at any
time thereafter shall be amended and




(x) if
any such amendment shall require one or more changes to any provisions hereof or
the inclusion herein of any additional provisions, or shall by operation of law
be deemed to effect such changes or incorporate such provisions by reference or
otherwise, this Indenture shall be deemed to have been amended so as to conform
to such amendment to the Trust Indenture Act, and the Company and the Trustee
may, without the consent of any Holders, enter into an indenture supplemental
hereto to effect or evidence such changes or additional provisions;
or




(y) if
any such amendment shall permit one or more changes to, or the elimination of,
any provisions hereof which, at the date of the execution and delivery hereof or
at any time thereafter, are required by the Trust Indenture Act to be contained
herein, this Indenture shall be deemed to have been amended to effect such
changes or elimination, and the Company and the Trustee may, without the consent
of any Holders, enter into an indenture supplemental hereto to evidence such
amendment hereof.







**-58-**










**SECTION
1202.**  Supplemental
Indentures With Consent of Holders.




Subject
to the provisions of Section 1201, with the consent of the Holders of a majority
in aggregate principal amount of the Securities of all series then Outstanding
under this Indenture, considered as one class, by Act of said Holders delivered
to the Company and the Trustee, the Company, when authorized by a Board
Resolution, 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 modifying
in any manner the rights of the Holders of Securities of such series under the
Indenture; provided, however, that if there shall be Securities of more than one
series Outstanding hereunder and if a proposed supplemental indenture shall
directly affect the rights of the Holders of Securities of one or more, but less
than all, of such series, then the consent only of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of all series so
directly affected, considered as one class, shall be required; and provided,
further, that if the Securities of any series shall have been issued in more
than one Tranche and if the proposed supplemental indenture shall directly
affect the rights of the Holders of Securities of one or more, but less than
all, of such Tranches, then the consent only of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of all Tranches so
directly affected, considered as one class, shall be required; and provided,
further, that no such supplemental indenture shall:




(a)  change
the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security (other than pursuant to the terms hereof), or reduce
the principal amount thereof or the rate of interest thereon (or the amount of
any installment of interest thereon) or change the method of calculating such
rate or reduce any premium payable upon the redemption thereof, or reduce the
amount of the principal of a Discount Security that would be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to
Section 802, or change the coin or currency (or other property), in which
any Security or any premium or the interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the
Stated Maturity of any Security (or, in the case of redemption, on or after the
Redemption Date), without, in any such case, the consent of the Holder of such
Security, or




(b)  reduce
the percentage in principal amount of the Outstanding Securities of any series,
or any Tranche thereof, the consent of the Holders of which is required for any
such supplemental indenture, or the consent of the Holders of which is required
for any waiver of compliance with any provision of this Indenture or of any
default hereunder and its consequences, or reduce the requirements of
Section 1304 for quorum or voting, without, in any such case, the consent
of the Holders of each Outstanding Security of such series or Tranche,
or




(c)  modify
any of the provisions of this Section, Section 607 or Section 813 with
respect to the Securities of any series, or any Tranche thereof, except to
increase the percentages in principal amount referred to in this Section or such
other Sections or to provide that other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each Outstanding
Security affected thereby; provided, however,







**-59-**





that this
clause shall not be deemed to require the consent of any Holder with respect to
changes in the references to “the Trustee” and concomitant changes in this
Section, or the deletion of this proviso, in accordance with the requirements of
Sections 911(b), 914 and 1201(h).




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 one or more Tranches
thereof, 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 or Tranche.




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. A waiver by a Holder
of such Holder’s right to consent under this Section shall be deemed to be a
consent of such Holder.




Anything
in this Indenture to the contrary notwithstanding, if the Officer’s Certificate,
supplemental indenture or Board Resolution, as the case may be, establishing the
Securities of any series or Tranche shall provide that the Company may make
certain specified additions, changes or eliminations to or from the Indenture
which shall be specified in such Officer’s Certificate, supplemental indenture
or Board Resolution establishing such series or Tranche, (a) the Holders of
Securities of such series or Tranche shall be deemed to have consented to a
supplemental indenture containing such additions, changes or eliminations to or
from the Indenture which shall be specified in such Officer’s Certificate,
supplemental indenture or Board Resolution establishing such series or Tranche,
(b) no Act of such Holders shall be required to evidence such consent and (c)
such consent may be counted in the determination of whether or not the Holders
of the requisite principal amount of Securities shall have consented to such
supplemental indenture.




**SECTION
1203.**  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 entitled to receive, and
(subject to Section 901) 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, immunities or liabilities under this Indenture or
otherwise.




**SECTION
1204.**  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. Any supplemental indenture permitted by this Article may restate this
Indenture in its entirety, and, upon the execution and







**-60-**





delivery
thereof, any such restatement shall supersede this Indenture as theretofore in
effect for all purposes.




**SECTION
1205.**  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, if
applicable.




**SECTION
1206.**  Reference
in Securities to Supplemental Indentures.




Securities
of any series, or any Tranche thereof, 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, or any Tranche thereof, 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 or Tranche.




**SECTION
1207.**  Modification
Without Supplemental Indenture .




If the
terms of any particular series of Securities shall have been established in a
Board Resolution or an Officer’s Certificate as contemplated by
Section 301, and not in an indenture supplemental hereto, additions to,
changes in or the elimination of any of such terms may be effected by means of a
supplemental Board Resolution or Officer’s Certificate, as the case may be,
delivered to, and accepted by, the Trustee; provided, however, that such
supplemental Board Resolution or Officer’s Certificate shall not be accepted by
the Trustee or otherwise be effective unless all conditions set forth in this
Indenture which would be required to be satisfied if such additions, changes or
elimination were contained in a supplemental indenture shall have been
appropriately satisfied. Upon the acceptance thereof by the Trustee, any such
supplemental Board Resolution or Officer’s Certificate shall be deemed to be a
“supplemental indenture” for purposes of Sections 1204 and
1206.




**ARTICLE
THIRTEEN**






Meetings
of Holders; Action Without Meeting




**SECTION
1301.**  Purposes
for Which Meetings May Be Called.




A meeting
of Holders of Securities of one or more, or all, series, or any Tranche or
Tranches thereof, may be called at any time and from time to time pursuant to
this Article to make, give or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be made, given or taken by Holders of Securities of such series or
Tranches.







**-61-**










**SECTION
1302.**  Call,
Notice and Place of Meetings.




(a)  The
Trustee may at any time call a meeting of Holders of Securities of one or more,
or all, series, or any Tranche or Tranches thereof, for any purpose specified in
Section 1301, to be held at such time and at such place in the Borough of
Manhattan, The City of New York, as the Trustee shall determine, or, with the
approval of the Company, at any other place. Notice of every such meeting,
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, in the manner
provided in Section 106, not less than 21 nor more than 180 days prior to
the date fixed for the meeting.




(b)  If the
Trustee shall have been requested to call a meeting of the Holders of Securities
of one or more, or all, series, or any Tranche or Tranches thereof, by the
Company or by the Holders of 33% in aggregate principal amount of all of such
series and Tranches, considered as one class, for any purpose specified in
Section 1301, 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 21 days after receipt of such request or shall
not thereafter proceed to cause the meeting to be held as provided herein, then
the Company or the Holders of Securities of such series and Tranches in the
amount above specified, as the case may be, may determine the time and the place
in the Borough of Manhattan, The City of New York, or in such other place as
shall be determined or approved by the Company, for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in
Subsection (a) of this Section.




(c)  Any
meeting of Holders of Securities of one or more, or all, series, or any Tranche
or Tranches thereof, shall be valid without notice if the Holders of all
Outstanding Securities of such series or Tranches are present in person or by
proxy and if representatives of the Company and the Trustee are present, or if
notice is waived in writing before or after the meeting by the Holders of all
Outstanding Securities of such series, or any Tranche or Tranches thereof, or by
such of them as are not present at the meeting in person or by proxy, and by the
Company and the Trustee.




**SECTION
1303.**  Persons
Entitled to Vote at Meetings.




To be
entitled to vote at any meeting of Holders of Securities of one or more, or all,
series, or any Tranche or Tranches thereof, a Person shall be (a) a Holder of
one or more Outstanding Securities of such series or Tranches, or (b) a Person
appointed by an instrument in writing as proxy for a Holder or Holders of one or
more Outstanding Securities of such series or Tranches by such Holder or
Holders. The only Persons who shall be entitled to attend any meeting of Holders
of Securities of any series or Tranche shall be the Persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.







**-62-**










**SECTION
1304.**  Quorum;
Action.




The
Persons entitled to vote a majority in aggregate principal amount of the
Outstanding Securities of the series and Tranches with respect to which a
meeting shall have been called as hereinbefore provided, considered as one
class, shall constitute a quorum for a meeting of Holders of Securities of such
series and Tranches; provided, however, that if any action is to be taken at
such meeting which this Indenture expressly provides may be taken by the Holders
of a specified percentage, which is less than a majority, in principal amount of
the Outstanding Securities of such series and Tranches, considered as one class,
the Persons entitled to vote such specified percentage in principal amount of
the Outstanding Securities of such series and Tranches, considered as one class,
shall constitute a quorum. In the absence of a quorum within one hour of the
time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series and Tranches, be dissolved. In
any other case the meeting may be adjourned for such period as may be determined
by the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any such adjourned meeting, such adjourned meeting may be
further adjourned for such period as may be determined by the chairman of the
meeting prior to the adjournment of such adjourned meeting. Except as provided
by Section 1305(e), notice of the reconvening of any meeting adjourned for
more than 30 days shall be given as provided in Section 1302(a) not less
than 10 days prior to the date on which the meeting is scheduled to be
reconvened. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the
Outstanding Securities of such series and Tranches which shall constitute a
quorum.




Except as
limited by Section 1202, any resolution presented to a meeting or adjourned
meeting duly reconvened at which a quorum is present as aforesaid may be adopted
only by the affirmative vote of the Holders of a majority in aggregate principal
amount of the Outstanding Securities of the series and Tranches with respect to
which such meeting shall have been called, considered as one class; provided,
however, that, except as so limited, any resolution with respect to any action
which this Indenture expressly provides may be taken by the Holders of a
specified percentage, which is less than a majority, in principal amount of the
Outstanding Securities of such series and Tranches, considered as one class, may
be adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of such
series and Tranches, considered as one class.




Any
resolution passed or decision taken at any meeting of Holders of Securities duly
held in accordance with this Section shall be binding on all the Holders of
Securities of the series and Tranches with respect to which such meeting shall
have been held, whether or not present or represented at the
meeting.







**-63-**










**SECTION
1305.**  Attendance
at Meetings; Determination of Voting Rights;




Conduct
and Adjournment of Meetings.




(a)  Attendance
at meetings of Holders of Securities may be in person or by proxy; and, to the
extent permitted by law, any such proxy shall remain in effect and be binding
upon any future Holder of the Securities with respect to which it was given
unless and until specifically revoked by the Holder or future Holder of such
Securities before being voted.




(b)  Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Securities in
regard to proof of the holding of such Securities 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. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner specified
in Section 104 and the appointment of any proxy shall be proved in the
manner specified in Section 104. Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid and
genuine without the proof specified in Section 104 or other
proof.




(c)  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
as provided in Section 1302(b), in which case the Company or the Holders of
Securities of the series and Tranches 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 vote of the Persons
entitled to vote a majority in aggregate principal amount of the Outstanding
Securities of all series and Tranches represented at the meeting, considered as
one class.




(d)  At any
meeting each Holder or proxy shall be entitled to one vote for each $1 principal
amount of Securities 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, except as a Holder of a
Security or proxy.




(e)  Any
meeting duly called pursuant to Section 1302 at which a quorum is present
may be adjourned from time to time by Persons entitled to vote a majority in
aggregate principal amount of the Outstanding Securities of all series and
Tranches represented at the meeting, considered as one class; and the meeting
may be held as so adjourned without further notice.







**-64-**










**SECTION
1306.**  Counting
Votes and Recording Action of Meetings.




The vote
upon any resolution submitted to any meeting of Holders shall be by written
ballots on which shall be subscribed the signatures of the Holders or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities, of the series and Tranches with respect to which the
meeting shall have been called, 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 of all
votes cast at the meeting. A record 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 given as provided in Section 1302 and, if
applicable, Section 1304. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.




**SECTION
1307.**  Action
Without Meeting.




In lieu
of a vote of Holders at a meeting as hereinbefore contemplated in this Article,
any request, demand, authorization, direction, notice, consent, waiver or other
action may be made, given or taken by Holders by written instruments as provided
in Section 104.




**ARTICLE
FOURTEEN**






Immunity
of Incorporators, Shareholders, Members, Officers, Managers and
Directors




**SECTION
1401.**  Liability
Solely Corporate.




No
recourse shall be had for the payment of the principal of or premium, if any, or
interest, if any, on any Securities or any part thereof, or for any claim based
thereon or otherwise in respect thereof, or of the indebtedness represented
thereby, or upon any obligation, covenant or agreement under this Indenture,
against any incorporator, shareholder, member, limited partner, officer, manager
or director, as such, past, present or future of the Company or of any
predecessor or successor of the Company (either directly or through the Company
or a predecessor or successor of the Company), whether by virtue of any
constitutional provision, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly agreed and understood
that this Indenture and all the Securities are solely corporate obligations, and
that no personal liability whatsoever shall attach to, or be incurred by, any
incorporator, shareholder, member, limited partner, officer, manager or
director, past, present or future, of the Company or of any predecessor or
successor of the Company, either directly or indirectly through the Company or
any predecessor or successor of the Company, because of the indebtedness hereby
authorized or under or by reason of any of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities or to be
implied herefrom or







**-65-**





therefrom,
and that any such personal liability is hereby expressly waived and released as
a condition of, and as part of the consideration for, the execution of this
Indenture and the issuance of the Securities.




**ARTICLE
FIFTEEN**






Series O
Notes




**SECTION
1501.**  Designation
of Series O Notes.




There is
hereby created a series of Securities designated “4.80% Series O Senior Notes
due November 15, 2009” (herein sometimes referred to as “Series O Notes”). The
form and terms of the Series O Notes shall be established in an Officer’s
Certificate pursuant to Sections 201 and 301.




_________________________




This
instrument 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.







**-66-**










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




TXU
CORP.








By:___________________________________


Name:
Anthony Horton


Title:
Senior Vice President and Treasurer











THE BANK
OF NEW YORK, Trustee








By:_____________ _____________________


Name:
Remo J. Reale


Title:
Vice President




**-67-**