Exhibit 4(bi)




 





 


FLORIDA POWER &
LIGHT COMPANY


Issuer


 


TO


 


The Bank of New York
Mellon,


Trustee


 






 


 


Indenture


(For Unsecured [(1)Subordinated] Debt Securities

[(2)relating to Trust
Securities])


 


Dated as of
              ,




 





 






(1)          For
use in connection with subordinated debt securities.


 


(2)          For
use in connection with subordinated debt securities relating to trust
securities, in addition to those provisions specified in 1.


 


(3)          For
use in connection with senior debt securities.


 

















 


TABLE OF CONTENTS


 


	
  RECITAL
  OF THE COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE ONE
  Definitions And Other Provisions Of General Application

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 101.

  	
  Definitions

  	
  1

  
	
   

  	
  “Act,”

  	
  2

  
	
   

  	
  [(2)“Additional
  Interest”

  	
  2

  
	
   

  	
  “Affiliate”

  	
  2

  
	
   

  	
  “Authenticating
  Agent”

  	
  2

  
	
   

  	
  “Authorized
  Officer”

  	
  2

  
	
   

  	
  “Board of
  Directors”

  	
  2

  
	
   

  	
  “Board
  Resolution”

  	
  2

  
	
   

  	
  “Business Day,”

  	
  2

  
	
   

  	
  “Commission”

  	
  2

  
	
   

  	
  [(2)“Common
  Securities”

  	
  3

  
	
   

  	
  “Company”

  	
  3

  
	
   

  	
  “Company
  Request” or “Company Order”

  	
  3

  
	
   

  	
  “Corporate Trust
  Office”

  	
  3

  
	
   

  	
  “Corporation”

  	
  3

  
	
   

  	
  “Defaulted
  Interest”

  	
  3

  
	
   

  	
  “Discount
  Security”

  	
  3

  
	
   

  	
  “Dollar” or “$”

  	
  3

  
	
   

  	
  “Eligible
  Obligations”

  	
  3

  
	
   

  	
  “Event of
  Default”

  	
  3

  
	
   

  	
  “Exchange Act”

  	
  3

  
	
   

  	
  “Governmental
  Authority”

  	
  3

  
	
   

  	
  “Government
  Obligations”

  	
  3

  
	
   

  	
  “Holder”

  	
  4

  
	
   

  	
  “Indenture”

  	
  4

  
	
   

  	
  “Interest
  Payment Date,”

  	
  4

  
	
   

  	
  “Maturity,”

  	
  4

  
	
   

  	
  “Notice of
  Default,”

  	
  4

  
	
   

  	
  “Officer’s
  Certificate”

  	
  4

  
	
   

  	
  “Opinion of
  Counsel”

  	
  4

  
	
   

  	
  “Outstanding,”

  	
  4

  
	
   

  	
  “Paying Agent”

  	
  6

  
	
   

  	
  “Periodic
  Offering”

  	
  6

  
	
   

  	
  “Person”

  	
  6

  
	
   

  	
  “Place of
  Payment,”

  	
  6

  
	
   

  	
  “Predecessor
  Security”

  	
  6

  
	
   

  	
  [(2)“Preferred
  Securities”

  	
  6

  
	
   

  	
  “Redemption
  Date,”

  	
  6

  
	
   

  	
  “Redemption
  Price,”

  	
  6

  
	
   

  	
  “Regular Record
  Date”

  	
  6

  
	
   

  	
  “Required
  Currency”

  	
  6

  
	
   

  	
  “Responsible
  Officer,”

  	
  6

  
	
   

  	
  “Securities”

  	
  7

  
	
   

  	
  “Securities Act”

  	
  7

  



 

















 


	
   

  	
  “Security
  Register” and “Security Registrar”

  	
  7

  
	
   

  	
  [(1)“Senior
  Indebtedness” — definition to be inserted, if applicable]

  	
  7

  
	
   

  	
  “Special Record
  Date”

  	
  7

  
	
   

  	
  “Stated Interest
  Rate”

  	
  7

  
	
   

  	
  “Stated
  Maturity,”

  	
  7

  
	
   

  	
  “Tranche”

  	
  7

  
	
   

  	
  [(2)“Trust”

  	
  7

  
	
   

  	
  [(2)“Trust
  Agreement”

  	
  7

  
	
   

  	
  “Trust Indenture
  Act”

  	
  7

  
	
   

  	
  [(2)“Trust
  Securities Guarantee”

  	
  7

  
	
   

  	
  “Trustee”

  	
  7

  
	
   

  	
  “United States”

  	
  8

  
	
  SECTION 102.

  	
  Compliance
  Certificates and Opinions

  	
  8

  
	
  SECTION 103.

  	
  Form of
  Documents Delivered to Trustee

  	
  8

  
	
  SECTION 104.

  	
  Acts of Holders

  	
  9

  
	
  SECTION 105.

  	
  Notices, etc. to
  Trustee and Company

  	
  10

  
	
  SECTION 106.

  	
  Notice to
  Holders of Securities; Waiver

  	
  11

  
	
  SECTION 107.

  	
  Conflict with
  Trust Indenture Act

  	
  12

  
	
  SECTION 108.

  	
  Effect of
  Headings and Table of Contents

  	
  12

  
	
  SECTION 109.

  	
  Successors and
  Assigns

  	
  12

  
	
  SECTION 110.

  	
  Separability
  Clause

  	
  12

  
	
  SECTION 111.

  	
  Benefits of
  Indenture

  	
  12

  
	
  SECTION 112.

  	
  Governing Law

  	
  12

  
	
  SECTION 113.

  	
  Legal Holidays

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO
  Security Forms

  	
  13

  
	
   

  	
   

  	
   

  
	
  SECTION 201.

  	
  Forms Generally

  	
  13

  
	
  SECTION 202.

  	
  Form of
  Trustee’s Certificate of Authentication

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE
  The Securities

  	
  14

  
	
   

  	
   

  
	
  SECTION 301.

  	
  Amount
  Unlimited; Issuable in Series

  	
  14

  
	
  SECTION 302.

  	
  Denominations

  	
  17

  
	
  SECTION 303.

  	
  Execution, Authentication,
  Delivery and Dating

  	
  17

  
	
  SECTION 304.

  	
  Temporary
  Securities

  	
  19

  
	
  SECTION 305.

  	
  Registration,
  Registration of Transfer and Exchange

  	
  20

  
	
  SECTION 306.

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities

  	
  21

  
	
  SECTION 307.

  	
  Payment of
  Interest; Interest Rights Preserved

  	
  22

  
	
  SECTION 308.

  	
  Persons Deemed
  Owners

  	
  23

  
	
  SECTION 309.

  	
  Cancellation by
  Security Registrar

  	
  23

  
	
  SECTION 310.

  	
  Computation of
  Interest

  	
  23

  
	
  SECTION 311.

  	
  Payment to Be in
  Proper Currency

  	
  23

  
	
  SECTION 312.

  	
  [(1)Extension of
  Interest Payment

  	
  24

  
	
  SECTION 313.

  	
  [(2)Additional
  Interest

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOUR
  Redemption Of Securities

  	
  24

  
	
   

  	
   

  	
   

  
	
  SECTION 401.

  	
  Applicability of
  Article

  	
  24

  
	
  SECTION 402.

  	
  Election to
  Redeem; Notice to Trustee

  	
  24

  
	
  SECTION 403.

  	
  Selection of
  Securities to Be Redeemed

  	
  24

  



 

















 


	
  SECTION 404.

  	
  Notice of
  Redemption

  	
  25

  
	
  SECTION 405.

  	
  Securities
  Payable on Redemption Date

  	
  26

  
	
  SECTION 406.

  	
  Securities
  Redeemed in Part

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIVE
  Sinking Funds

  	
  27

  
	
   

  	
   

  	
   

  
	
  SECTION 501.

  	
  Applicability of
  Article

  	
  27

  
	
  SECTION 502.

  	
  Satisfaction of
  Sinking Fund Payments with Securities

  	
  27

  
	
  SECTION 503.

  	
  Redemption of
  Securities for Sinking Fund

  	
  27

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIX
  Covenants

  	
  28

  
	
   

  	
   

  	
   

  
	
  SECTION 601.

  	
  Payment of Principal,
  Premium and Interest

  	
  28

  
	
  SECTION 602.

  	
  Maintenance of
  Office or Agency

  	
  28

  
	
  SECTION 603.

  	
  Money for
  Securities Payments to Be Held in Trust

  	
  29

  
	
  SECTION 604.

  	
  Corporate
  Existence

  	
  30

  
	
  SECTION 605.

  	
  Maintenance of
  Properties

  	
  30

  
	
  SECTION 606.

  	
  Annual Officer’s
  Certificate as to Compliance

  	
  30

  
	
  SECTION 607.

  	
  Waiver of
  Certain Covenants

  	
  30

  
	
  SECTION 608.

  	
  [(2)Restrictions
  on Dividends and Debt Payments

  	
  31

  
	
  SECTION 609.

  	
  [(2)Maintenance
  of Trust Existence

  	
  31

  
	
  SECTION 610.

  	
  [(2)Rights of Holders
  of Preferred Securities

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN
  Satisfaction And Discharge

  	
  32

  
	
   

  	
   

  	
   

  
	
  SECTION 701.

  	
  Satisfaction and
  Discharge of Securities

  	
  32

  
	
  SECTION 702.

  	
  Satisfaction and
  Discharge of Indenture

  	
  34

  
	
  SECTION 703.

  	
  Application of
  Trust Money

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT
  Events Of Default; Remedies

  	
  35

  
	
   

  	
   

  	
   

  
	
  SECTION 801.

  	
  Events of
  Default

  	
  35

  
	
  SECTION 802.

  	
  Acceleration of
  Maturity; Rescission and Annulment

  	
  36

  
	
  SECTION 803.

  	
  Collection of
  Indebtedness and Suits for Enforcement by Trustee

  	
  38

  
	
  SECTION 804.

  	
  Trustee
  May File Proofs of Claim

  	
  38

  
	
  SECTION 805.

  	
  Trustee
  May Enforce Claims Without Possession of Securities

  	
  39

  
	
  SECTION 806.

  	
  Application of
  Money Collected

  	
  39

  
	
  SECTION 807.

  	
  Limitation on
  Suits

  	
  39

  
	
  SECTION 808.

  	
  Unconditional
  Right of Holders to Receive Principal, Premium and Interest

  	
  40

  
	
  SECTION 809.

  	
  Restoration of
  Rights and Remedies

  	
  40

  
	
  SECTION 810.

  	
  Rights and
  Remedies Cumulative

  	
  40

  
	
  SECTION 811.

  	
  Delay or Omission
  Not Waiver

  	
  40

  
	
  SECTION 812.

  	
  Control by
  Holders of Securities

  	
  41

  
	
  SECTION 813.

  	
  Waiver of Past
  Defaults

  	
  41

  
	
  SECTION 814.

  	
  Undertaking for
  Costs

  	
  41

  
	
  SECTION 815.

  	
  Waiver of Usury,
  Stay or Extension Laws

  	
  42

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE The
  Trustee

  	
  42

  
	
   

  	
   

  	
   

  
	
  SECTION 901.

  	
  Certain Duties
  and Responsibilities

  	
  42

  



 

















 


	
  SECTION 902.

  	
  Notice of
  Defaults

  	
  43

  
	
  SECTION 903.

  	
  Certain Rights
  of Trustee

  	
  43

  
	
  SECTION 904.

  	
  Not Responsible
  for Recitals or Issuance of Securities

  	
  44

  
	
  SECTION 905.

  	
  May Hold
  Securities

  	
  45

  
	
  SECTION 906.

  	
  Money Held in Trust

  	
  45

  
	
  SECTION 907.

  	
  Compensation and
  Reimbursement

  	
  45

  
	
  SECTION 908.

  	
  Disqualification;
  Conflicting Interests

  	
  46

  
	
  SECTION 909.

  	
  Corporate
  Trustee Required; Eligibility

  	
  46

  
	
  SECTION 910.

  	
  Resignation and
  Removal; Appointment of Successor

  	
  46

  
	
  SECTION 911.

  	
  Acceptance of
  Appointment by Successor

  	
  48

  
	
  SECTION 912.

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
  49

  
	
  SECTION 913.

  	
  Preferential
  Collection of Claims Against Company

  	
  49

  
	
  SECTION 914.

  	
  Co-trustees and
  Separate Trustees

  	
  50

  
	
  SECTION 915.

  	
  Appointment of
  Authenticating Agent

  	
  51

  
	
   

  	
   

  	
   

  
	
  ARTICLE TEN
  Holders’ Lists And Reports By Trustee and Company

  	
  52

  
	
   

  	
   

  	
   

  
	
  SECTION 1001.

  	
  Lists of Holders

  	
  52

  
	
  SECTION 1002.

  	
  Reports by
  Trustee and Company

  	
  52

  
	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN
  Consolidation, Merger, Conveyance Or Other Transfer

  	
  53

  
	
   

  	
   

  	
   

  
	
  SECTION 1101.

  	
  Company
  May Consolidate, etc., Only on Certain Terms

  	
  53

  
	
  SECTION 1102.

  	
  Successor Entity
  Substituted

  	
  53

  
	
  SECTION 1103.

  	
  Limitation

  	
  53

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE
  Supplemental Indentures

  	
  54

  
	
   

  	
   

  	
   

  
	
  SECTION 1201.

  	
  Supplemental
  Indentures Without Consent of Holders

  	
  54

  
	
  SECTION 1202.

  	
  Supplemental Indentures
  With Consent of Holders

  	
  55

  
	
  SECTION 1203.

  	
  Execution of
  Supplemental Indentures

  	
  57

  
	
  SECTION 1204.

  	
  Effect of
  Supplemental Indentures

  	
  57

  
	
  SECTION 1205.

  	
  Conformity With
  Trust Indenture Act

  	
  57

  
	
  SECTION 1206.

  	
  Reference in
  Securities to Supplemental Indentures

  	
  57

  
	
  SECTION 1207.

  	
  Modification
  Without Supplemental Indenture

  	
  57

  
	
   

  	
   

  	
   

  
	
  ARTICLE THIRTEEN
  Meetings Of Holders; Action Without Meeting

  	
  58

  
	
   

  	
   

  	
   

  
	
  SECTION 1301.

  	
  Purposes for
  Which Meetings May Be Called

  	
  58

  
	
  SECTION 1302.

  	
  Call, Notice and
  Place of Meetings

  	
  58

  
	
  SECTION 1303.

  	
  Persons Entitled
  to Vote at Meetings

  	
  59

  
	
  SECTION 1304.

  	
  Quorum; Action

  	
  59

  
	
  SECTION 1305.

  	
  Attendance at
  Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings

  	
  60

  
	
  SECTION 1306.

  	
  Counting Votes and
  Recording Action of Meetings

  	
  60

  
	
  SECTION 1307.

  	
  Action Without
  Meeting

  	
  61

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOURTEEN
  [(1)Subordination Of Securities

  	
  61

  
	
   

  	
   

  	
   

  
	
  SECTION 1401.

  	
  Securities
  Subordinate to Senior Indebtedness of the Company

  	
  61

  
	
  SECTION 1402.

  	
  Payment Over of
  Proceeds of Securities

  	
  61

  



 

















 


	
  SECTION 1403.

  	
  Disputes with
  Holders of Certain Senior Indebtedness

  	
  63

  
	
  SECTION 1404.

  	
  Subrogation

  	
  63

  
	
  SECTION 1405.

  	
  Obligation of
  the Company Unconditional

  	
  63

  
	
  SECTION 1406.

  	
  Priority of Senior
  Indebtedness Upon Maturity

  	
  64

  
	
  SECTION 1407.

  	
  Trustee as
  Holder of Senior Indebtedness

  	
  64

  
	
  SECTION 1408.

  	
  Notice to Trustee
  to Effectuate Subordination

  	
  64

  
	
  SECTION 1409.

  	
  Modification,
  Extension, etc. of Senior Indebtedness

  	
  65

  
	
  SECTION 1410.

  	
  Trustee Has No
  Fiduciary Duty to Holders of Senior Indebtedness

  	
  65

  
	
  SECTION 1411.

  	
  Paying Agents
  Other Than the Trustee

  	
  65

  
	
  SECTION 1412.

  	
  Rights of
  Holders of Senior Indebtedness Not Impaired

  	
  65

  
	
  SECTION 1413.

  	
  Effect of
  Subordination Provisions; Termination

  	
  65

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIFTEEN
  Immunity Of Incorporators, Stockholders, Officers And Directors

  	
  66

  
	
   

  	
   

  	
   

  
	
  SECTION 1501.

  	
  Liability Solely
  Corporate

  	
  66

  



 














 


FLORIDA
POWER & LIGHT COMPANY


 


Reconciliation
and tie between Trust Indenture Act of 1939


and
Indenture, dated as of
                ,


 


	
  Trust
  Indenture Act Section

  	
   

  	
  Indenture Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  §310

  	
  (a)(1)

  	
   

  	
  909

  	
   

  
	
   

  	
  (a)(2) 

  	
   

  	
  909

  	
   

  
	
   

  	
  (a)(3)

  	
   

  	
  914(b)

  	
   

  
	
   

  	
  (a)(4)

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
  (b)

  	
   

  	
  908

  	
   

  
	
   

  	
   

  	
   

  	
  910

  	
   

  
	
  §311

  	
  (a)

  	
   

  	
  913

  	
   

  
	
   

  	
  (b)

  	
   

  	
  913

  	
   

  
	
   

  	
  (c)

  	
   

  	
  913

  	
   

  
	
  §312

  	
  (a)

  	
   

  	
  1001

  	
   

  
	
   

  	
  (b)

  	
   

  	
  1001

  	
   

  
	
   

  	
  (c)

  	
   

  	
  1001

  	
   

  
	
  §313

  	
  (a)

  	
   

  	
  1002

  	
   

  
	
   

  	
  (b)

  	
   

  	
  1002

  	
   

  
	
   

  	
  (c)

  	
   

  	
  1002

  	
   

  
	
   

  	
  (d)

  	
   

  	
  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)

  	
   

  	
  901

  	
   

  
	
   

  	
   

  	
   

  	
  903

  	
   

  
	
   

  	
  (b)

  	
   

  	
  902

  	
   

  
	
   

  	
  (c)

  	
   

  	
  901

  	
   

  
	
   

  	
  (d)

  	
   

  	
  901

  	
   

  
	
   

  	
  (e)

  	
   

  	
  814

  	
   

  
	
  §316

  	
  (a)

  	
   

  	
  812

  	
   

  
	
   

  	
   

  	
   

  	
  813

  	
   

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  802

  	
   

  
	
   

  	
   

  	
   

  	
  812

  	
   

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  813

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
  (b)

  	
   

  	
  808

  	
   

  
	
  §317

  	
  (a)(1)

  	
   

  	
  803

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
  804

  	
   

  
	
   

  	
  (b)

  	
   

  	
  603

  	
   

  
	
  §318

  	
  (a)

  	
   

  	
  107

  	
   

  



 


 


Note:      This reconciliation and tie shall not, for
any purpose, be deemed to be a part of the Indenture.


 

















 


SUBORDINATED INDENTURE,
dated as of
              ,
        , among FLORIDA
POWER & LIGHT COMPANY, a corporation duly organized and
existing under the laws of the State of Florida (herein called the “Company”),
having its principal office at 700 Universe Boulevard, Juno Beach, Florida
33408, and THE BANK OF NEW YORK MELLON, a New
York banking corporation having its principal corporate trust office at
                        ,
                        ,
                        
                        ,
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 [(1)subordinated] 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, in accordance with its terms, have been performed.


 


For all purposes of this
Indenture, except as otherwise expressly provided 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)           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; and


 


(e)           unless the context otherwise
requires, any reference to an “Article” or a “Section” refers to an Article or
a Section, as the case may be, of this Indenture.


 


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.


 


[(2)“Additional
Interest” has the meaning specified in Section 313.]


 


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


 


“Authenticating Agent”
means any Person (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.


 


“Authorized Officer”
means the Chairman of the Board, the President, any Vice President, the Treasurer,
any Assistant Treasurer, the Secretary, any Assistant Secretary 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 of that
board duly authorized to act in respect of matters relating to this Indenture,
or the equivalent governing body of an entity, or any committee, corporation,
individual or group of individuals duly authorized to act for such entity 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 Exchange Act, 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

















 


[(2)“Common
Securities” means any common trust interests issued by a Trust or similar
securities issued by permitted successors to such Trust in accordance with the
Trust Agreement pertaining to such Trust.]


 


“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 corporate trust office of the Trustee at which, at any particular
time, its corporate trust business shall be principally administered, which office
at the date hereof is located at
                        ,
                        ,
                        
                        .


 


“Corporation”
means a corporation, association, bank, company, limited liability company,
joint stock company, 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. 
The term “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.


 


“Exchange Act”
means the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder, as amended from time to time, or any successor
legislation.


 


“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.


 


“Government
Obligations” means:


 


3

















 


(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 or other
instruments supplemental hereto entered into pursuant to the applicable
provisions hereof, including, for all purposes of this instrument and any such
supplemental indenture or other instrument, the provisions of the Trust
Indenture Act that are deemed to be a part of and govern this Indenture and any
such supplemental indenture or such other instrument, respectively.  The term “Indenture” shall also include the
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.


 


“Notice of Default,”means
a written notice of the kind specified in Section 801(c).


 


“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 an
Affiliate of the Company, or an employee thereof, and who shall be 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;


 


4

















 


(b)   Securities deemed to have been paid for all
purposes of this Indenture in accordance with Section 701 (whether or not
the Company’s indebtedness in respect thereof shall be satisfied and discharged
for any other purpose); and


 


(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 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 the Trustee 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;


 


(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; and


 


(z)  the principal amount of any Security which
is denominated in a currency other than Dollars or in a composite currency that
shall be deemed to be Outstanding for such purposes shall be the amount of
Dollars which could have been purchased by the principal amount (or, in the
case of a Discount Security, the Dollar equivalent on the date determined as
set forth below of the amount determined as provided in (y) above) of such
currency or composite currency evidenced by such Security, in each such case
certified to the Trustee in an Officer’s Certificate, based (i) on the
average of the mean of the buying and selling spot rates quoted by three banks
which are members of the New York Clearing House Association selected by the
Company in effect at 11:00 A.M. (New York time) in The City of New York on
the fifth Business Day preceding any such determination or (ii) if on such
fifth Business Day it shall not be possible or practicable to obtain such
quotations from such three banks, on such other quotations or alternative
methods of determination which shall be as consistent as practicable with the
method set forth in (i) above;


 


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


 


5

















 


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 or formula for determining 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 upon the issuance of such Securities.


 


“Person” means
a legal person, including any individual, Corporation, estate, partnership,
joint venture, unincorporated association or government, or any agency or
political subdivision thereof or any other entity of whatever nature.


 


“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.


 


[(2)“Preferred
Securities” means any preferred trust interests issued by a Trust or
similar securities issued by permitted successors to such Trust in accordance
with the Trust Agreement pertaining to such Trust.]


 


“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.


 


“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, any assistant
vice-president, any assistant secretary, any assistant treasurer, any trust
officer or any other officer of the Trustee customarily performing functions
similar to those performed by 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 that officer’s knowledge of and
familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.


 


6

















 


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


 


“Securities Act”
means the Securities Act of 1933, and the rules and regulations
promulgated thereunder, as amended from time to time, or any successor
legislation.


 


“Security Register” and “Security
Registrar” have the respective meanings specified in Section 305.


 


[(1)“Senior
Indebtedness” — definition to be inserted, if applicable]


 


“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.


 


“Stated Maturity,”
when used with respect to any Security or 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 in such
Security to be due and payable (without regard to any provisions for
redemption, prepayment, acceleration, purchase or extension).


 


“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.


 


[(2)“Trust”
means Florida Power & Light Company Trust   , a statutory
trust formed under the laws of the State of Delaware, or any other trust
designated pursuant to Section 301 hereof or any permitted successor under
the Trust Agreement pertaining to such Trust.]


 


[(2)“Trust
Agreement” means the Amended and Restated Trust Agreement, dated as of
                  ,
        , relating to Florida Power &
Light Company Trust   , or an Amended and Restated Trust Agreement
relating to a Trust designated pursuant to Section 301 hereof, in each
case, among the Company, as Depositor, the trustees named therein and the
several holders referred to therein, as such agreement or agreements, as the
case may be, may be amended from time to time.]


 


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


 


[(2)“Trust
Securities Guarantee” means the Preferred Trust Securities Guarantee
Agreement between the Company, as guarantor, and a guarantee trustee for the
benefit of the holders of Preferred Securities issued by such Trust.]


 


“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


 


7

















 


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


 


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


 


8

















 


Where (i) any Person
is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture, or (ii) two or more Persons are each required to make, give or
execute any such application, request, consent, certificate, statement, opinion
or other instrument under this Indenture, any such applications, requests,
consents, certificates, statements, opinions or other instruments 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.


 


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.


 


9














 


(c)   The 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 of any
Security shall bind every future Holder of the same Security and the Holder of
every Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustee or the Company in reliance thereon, whether or not
notation of such action is made upon such Security.


 


(e)   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, by Company Order, 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.  Any such Act, given as aforesaid, shall be effective
whether or not the Holders which authorized or agreed or consented to such Act
remain Holders after such record date and whether or not the Securities held by
such Holders remain Outstanding after such 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, 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, or transmitted
by registered mail, charges prepaid, to the applicable address set opposite
such party’s name below or to such other address as such party hereto may from
time to time designate:


 


10

















 


If
to the Trustee, to:


 


The
Bank of New York Mellon




 


 


Attention:  

Telephone:

Facsimile:


 


With
a copy to:


 


The
Bank of New York Mellon Trust Company, N.A.




 


 


Attention:  

Telephone: 

Facsimile:


 


If
to the Company, to:


 


Florida
Power & Light Company

700 Universe Boulevard

Juno Beach, Florida  33408


 


Attention:  Treasurer

Telephone:  

Facsimile:


 


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
transmission, and if transmitted by 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, and not earlier than
the earliest date, 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.


 


11

















 


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.


 


SECTION 107.                                      Conflict with
Trust Indenture Act.


 


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 if any provision hereof otherwise conflicts with
the Trust Indenture Act, the Trust Indenture Act shall control.


 


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 held to 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, [(3)and] the Holders [(1)and, so
long as the notice described in Section 1413 hereof has not been given,
the holders of Senior Indebtedness], any benefit or any legal or equitable
right, remedy or claim under this Indenture[(2), provided,
however, that for so long as any Preferred Securities remain outstanding, the
holders of such Preferred Securities, subject to certain limitations set forth
in this Indenture, may enforce the Company’s obligations hereunder, directly
against the Company, as third party beneficiaries of this Indenture without
proceeding against the Trust issuing such Preferred Securities].


 


SECTION 112.                                      Governing Law.


 


This Indenture and the
Securities shall be governed by and construed in accordance with the laws of
the State of New York, without regard to conflict of laws principles
thereunder, except to the extent that the law of any other jurisdiction shall
be mandatorily 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


 


12

















 


thereof, or in an
indenture supplemental hereto, or in the 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, [except that if such Business
Day is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case] 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.


 


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 terms, 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 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 Sections 301 or 1201(g), 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.


 


	
   

  	
  THE BANK OF NEW YORK
  MELLON, 

  
	
   

  	
  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 [(2); provided, however, that all Securities shall be
issued to a Trust to evidence the acquisition of Securities by a Trust with the
proceeds of the issuance of Preferred Securities and Common Securities of such
Trust].


 


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
(which need not comply with Section 102) 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; [(1)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;


 


(f)    the place or places at which or methods (if
other than as provided elsewhere in this Indenture) by which (1) the
principal of and premium, if any, and interest, if any, on


 


14

















 


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, the Nasdaq national market or such other interdealer quotation system
or self-regulatory organization upon which Securities are listed or traded;


 


(h)   the obligation or obligations, if any, of the
Company to redeem or purchase or repay 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 or repaid, 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 or repayment 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] [$25] 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) and the manner in which the
equivalent of the principal amount thereof in Dollars is to be determined for
any purpose, including for the purpose of determining the principal amount
deemed to be Outstanding at any time;


 


(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;


 


(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;


 


15

















 


(n)   if other than the entire 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, or any exceptions 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, or any exceptions
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
Sections 701 and 702 (or any exceptions to those set forth in Sections 701 and
702);


 


(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 global 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, or any Tranche thereof;


 


(w)  [(2)the designation of the Trust to which
Securities of such series are to be issued;]


 


(x)   [(2)the terms, if any, relating to any Additional
Interest that may limit or restrict payments of Additional Interest;]


 


(y)   [(1)any modifications of subordination provisions contained in Article Fourteen
with respect to Securities of such series;] and


 


16

















 


(z)    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.


 


All Securities of any one
series shall be substantially identical, except as to principal amount and date
of issue and except as may be set forth in the terms of such series as
contemplated above.  The Securities of
each series shall be subordinated in right of payment to Senior Indebtedness as
provided in Article Fourteen.


 


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 $25 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 and attested by any other Authorized
Officer.  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 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.


 


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 the Securities 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


 


17

















 


(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, each executed
on behalf of the Company by an Authorized Officer;


 


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


 


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


 


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


 


(iii)          such
Securities, when 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, 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 creditors’ rights, including, without limitation,
bankruptcy and insolvency laws and to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law);


 


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 and delivery of Securities of
such series, and that in lieu of the opinions described in clauses (ii) and
(iii) above such Opinion of Counsel may, alternatively, state,
respectively,


 


(x)            that,
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)           that
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 in the manner and subject to any conditions
specified in such Opinion of Counsel and (4) in the case of Securities,
paid for, all as contemplated by and in accordance with the aforesaid Company
Order or Orders or specified procedures referred to in paragraph (x) above,
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


 


18

















 


enforcement of creditors’
rights, including, without limitation, bankruptcy and insolvency laws and to
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 forms and terms thereof and the legality, validity, binding
effect and enforceability thereof, 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 pursuant 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 forms 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.


 


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 of an authorized officer hereof, 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 Officer’s
Certificate and 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 the
officers executing such Securities may determine, as evidenced by their
execution of such Securities; provided, however, that temporary Securities need
not recite specific redemption, sinking fund, conversion or exchange
provisions.


 


19














 


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,
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.


 


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 or any Tranche thereof, 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 Tranche 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 or an office of any Affiliate as an office
in which a register with respect to the Securities of one or more series, or
any Tranche or Tranches thereof, shall be maintained, and the Company may
designate itself or any Affiliate as 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 obligation, 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


 


20

















 


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.


 


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) in connection 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.


 


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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.


 


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.


 


[(1)Subject to Section 312,
any] [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 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.


 


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.


 


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SECTION 308.                                      Persons Deemed
Owners.


 


Prior to the 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
none of the Company, the Trustee or 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
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 procedures of
the Security Registrar as at the time of disposition shall be in effect, and
the Security Registrar shall promptly deliver a certificate of disposition to
the Trustee and the Company unless, by a Company Order delivered to the
Security Registrar and the Trustee, 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
any Tranche thereof, interest on the Securities of each series shall be
computed on the basis of a 360-day year consisting of twelve 30-day months and
for any period shorter than a full calendar month, on the basis of the actual
number of days elapsed during such period.


 


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, if any, or interest, if any, 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.


 


23

















 


SECTION 312.                                      [(1)Extension of
Interest Payment.


 


The Company shall have
the right at any time, so long as no Event of Default hereunder has occurred
and is continuing with respect to the Securities of any series, to extend
interest payment periods from time to time on all Securities of such 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.]


 


SECTION 313.                                      [(2)Additional
Interest.


 


So long as any Preferred
Securities remain outstanding, if the Trust which issued such Preferred
Securities shall be required to pay, with respect to its income derived from
the interest payments on the Securities of any series, any amounts for or on
account of any taxes, duties, assessments or governmental charges of whatever
nature imposed by the United States, or any other taxing authority, then, in
any such case, the Company will pay as interest on such series such additional
interest (“Additional Interest”) as may be necessary in order that the net
amounts received and retained by such Trust after the payment of such taxes,
duties, assessments or governmental charges shall result in such Trust’s having
such funds as it would have had in the absence of any such payments.


 


Whenever in this
Indenture there is mentioned, in any context, the payment of interest on the
Securities, such mention shall be deemed to include the payment of Additional
Interest to the extent that, in such context, Additional Interest is, was or
would be payable in respect thereof.]


 


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 [(2)and in the case of Securities of a series held by a Trust, the
Property Trustee under the related Trust Agreement], 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 or elsewhere in this Indenture, the Company shall furnish
the Trustee with an Officer’s Certificate evidencing compliance with such
restriction or condition.


 


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


 


24

















 


any particular
series or Tranche, or, in the absence of any such provision, by such method as
the Trustee shall deem fair and appropriate and which may, in any case, 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.


 


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, or
any Tranche thereof, all notices of redemption shall state:


 


(a)   the Redemption Date,


 


(b)   the Redemption Price, or the formula pursuant
to which the Redemption Price is to be determined if the Redemption Price
cannot be determined at the time the notice is given,


 


(c)   if less than all the Outstanding 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,


 


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


 


(g)   the CUSIP 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 numbers, and the redemption of such
Securities shall not be affected by any defect in or omission of such numbers,
and


 


25

















 


(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 Trustee in the name and at the
expense of the Company.  Notice of
mandatory redemption of Securities shall be given by the Trustee 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 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.


 


26

















 


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 (i) redeemed either at the election
of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms
of such Securities or (ii) repurchased by the Company in the open market,
by tender offer or otherwise, in each case in satisfaction of all or any part
of such mandatory sinking fund payment; 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


 


27

















 


(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 not later than 45
days prior to such sinking fund payment date, any Securities to be so
delivered.


 


If the Company shall not
deliver such Officer’s Certificate, 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 40 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.


 


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 [(2)(including
Additional 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 or such Securities shall be surrendered for payment, 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 may 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 any Affiliate of the Company, in
which event 


 


28

















 


the Company or
such Affiliate, as the case may be, 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 hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and premium, if any, or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided.  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 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


 


29














 


such Security
shall, as an unsecured general creditor and not as a Holder of an Outstanding
Security, look only to the Company for payment of the amount so due and payable
and remaining unpaid, 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 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 April 1
in each year, commencing April 1,
        , the Company shall deliver to
the Trustee an Officer’s Certificate which need not comply with Section 102,
executed by the principal executive officer, 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.


 


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) Sections 602 [(2), 608, 609] or any additional covenant or restriction
specified with respect to the Securities of any series, or any Tranche thereof,
as contemplated by Section 301 or by clause (b) of Section 1201
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 [(2), 608, 609] 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) Section 604, 605 or Article Eleven
if before the time for such compliance the Holders of a majority in aggregate
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



 


30

















 


effect [(2); provided,
however, so long as a Trust holds Securities of any series, such Trust may not
waive compliance or waive any default in compliance by the Company with any
covenant or other term contained in this Indenture or the Securities of such series
without the approval of the holders of a majority (or such greater percentage
as shall be required by the Trust Agreement pertaining to such Trust) in
aggregate liquidation preference of the outstanding Preferred Securities issued
by such Trust affected, obtained as provided in the Trust Agreement pertaining
to such Trust].


 


SECTION 608.                                      [(2)Restrictions on Dividends and Debt
Payments.


 


So long as any Preferred
Securities of any series remain outstanding, if at such time (a) there
shall have occurred and be continuing an Event of Default (whether before or
after expiration of any period of grace) resulting from a payment default
hereunder or (b) the Company shall have elected to extend any interest
payment period as provided in Section 312, and any such period, or any
extension thereof, shall be continuing, then the Company shall not (i) declare
or pay any dividends or distributions on its capital stock, (ii) redeem,
purchase, acquire or make a liquidation payment with respect to any of its
capital stock, (iii) pay any principal, interest or premium on, or repay,
repurchase or redeem any debt securities that are equal or junior in right of
payment to the Securities, or (iv) make any payments with respect to any
guarantee of debt securities if such guarantee is equal or junior in right of
payment to the Securities.


 


The foregoing provisions
do not prevent or restrict the Company from making: (1) purchases,
redemptions or other acquisitions of its capital stock in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of employees, officers, directors or agents or a stock purchase or
dividend reinvestment plan, or the satisfaction of its obligations pursuant to
any contract or security outstanding on the date that the interest payment
period is extended requiring it to purchase, redeem or acquire its capital
stock, (2) any payment, repayment, redemption, purchase, acquisition or
declaration of dividend described in clauses (i) and (ii) above as a
result of a reclassification of its capital stock, or the exchange or
conversion of all or a portion of one class or series of its capital stock for
another class or series of its capital stock, (3) the purchase of
fractional interests in shares of its capital stock pursuant to the conversion
or exchange provisions of its capital stock or the security being converted or
exchanged, or in connection with the settlement of stock purchase contracts, (4) dividends
or distributions paid or made in its capital stock (or rights to acquire its
capital stock), or repurchases, redemptions or acquisitions of capital stock in
connection with the issuance or exchange of capital stock (or of securities
convertible into or exchangeable for shares of its capital stock and
distributions in connection with the settlement of stock purchase contracts), (5) redemptions,
exchanges or repurchases of, or with respect to, any rights outstanding under a
shareholder rights plan or the declaration or payment thereunder of a dividend
or distribution of or with respect to rights in the future, (6) payments
under any preferred trust securities guarantee or guarantee of junior
subordinated debentures executed and delivered by the Company concurrently with
the issuance by a trust of any preferred trust securities, so long as the
amount of payments made on any preferred trust securities or junior
subordinated debentures (as the case may be) is paid on all preferred trust
securities or junior subordinated debentures that are equal or senior in right
of payment to the Securities (as the case may be) then outstanding on a pro
rata basis in proportion to the full distributions to which each series of
preferred trust securities or junior subordinated debentures (as the case may
be) is then entitled if paid in full.]


 


SECTION 609.                                      [(2)Maintenance of
Trust Existence.


 


So long as Preferred
Securities of any series remain outstanding, the Company shall (i) maintain
direct or indirect ownership of all interests in the Trust which issued such
Preferred Securities, other than such Preferred Securities, (ii) not
voluntarily (to the extent permitted by law) dissolve, liquidate or wind up
such Trust, except in connection with a distribution of the Securities to the
holders of 


 


31

















 


the Preferred
Securities in liquidation of such Trust, (iii) remain the sole Depositor
under the Trust Agreement (the “Depositor”) of such Trust and timely perform in
all material respects all of its duties as Depositor of such Trust, and (iv) use
reasonable efforts to cause such Trust to remain a statutory trust and
otherwise continue to be treated as a grantor trust for Federal income tax
purposes, provided that any permitted successor to the Company under this
Indenture may succeed to the Company as Depositor of such Trust; and provided
further that the Company may permit such Trust to consolidate or merge with or
into another statutory or business trust or other permitted successor under the
Trust Agreement pertaining to such Trust so long as the Company (or such
permitted successor) agrees to comply with this Section 609 with respect
to such successor statutory or business trust or other permitted successor.]


 


SECTION 610.                                      [(2)Rights of Holders
of Preferred Securities.


 


The Company agrees that,
for so long as any Preferred Securities remain outstanding, its obligations
under this Indenture will also be for the benefit of the holders from time to
time of Preferred Securities, and the Company acknowledges and agrees that such
holders will be entitled to enforce this Indenture, as third party
beneficiaries, directly against the Company to the same extent as if such
holders of Preferred Securities held a principal amount of Securities equal to
the stated liquidation amount of the Preferred Securities held by such
holders.]


 


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


 


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


 


to pay when due the
principal of and premium, if any, and interest [(2)(including any Additional
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:


 


32

















 


(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;


 


(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) (if otherwise required) 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
or Section 1201(b), 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.


 


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 Trustee 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, the Company’s indebtedness in respect
thereof 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 


 


33

















 


under Sections
304, 305, 306, 403, 404, 406, 503 (as to notice of redemption), 602, 603, 907,
909, 910 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, (i) 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, or (ii) are unable to apply any money in accordance
with this Article with respect to any Securities by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, 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.


 


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, 403, 404, 406, 503
(as to notice of redemption), 602, 603, 907, 909, 910 and 915 and this Article Seven
shall survive.


 


Upon satisfaction and
discharge of this Indenture as provided in this Section, the Trustee shall
assign, transfer and turn over to the Company or to the order of 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 


 


34

















 


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 such Eligible Obligations and
money deposited and the principal and interest payments on any such Eligible
Obligations 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, 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 proceeds of 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 or to the order of 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 or to the order of 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 or to the order of 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, subject to such additions and exceptions as may be
provided pursuant to Section 301:


 


(a)   failure to pay interest, [(2)including any
Additional Interest,] if any, on any Security of such series within 30 days
after the same becomes due and payable [(1)(whether
or not payment is prohibited by the subordination provisions of Article Fourteen
hereof); 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 default in the payment of interest for this purpose]; or


 


(b)   failure to pay the principal of or premium,
if any, on any Security of such series when it becomes due and payable [(1)(whether or not payment is
prohibited by the subordination provisions of Article Fourteen hereof)];
or


 


35

















 


(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) and the continuance of such default or breach 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 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 in good faith; or


 


(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 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 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 an 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; or


 


(f)    any other Event of Default specified with
respect to Securities of such series.


 


SECTION 802.                                      Acceleration of
Maturity; Rescission and Annulment.


 


If an Event of Default
applicable to the Securities of one or more 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 aggregate principal amount of
the Securities of each such series may then declare the principal amount of all
Securities of such series (or, if any of the Securities of such series are
Discount Securities, such portion of the principal amount of such Securities as
may be specified in the terms thereof as contemplated by Section 301) and
interest accrued thereon to be due and payable 


 


36

















 


immediately [(1)(provided that the payment of
principal and interest on such Securities shall remain subordinated to the
extent provided in this Indenture)], by a notice in writing to the Company (and
to the Trustee if given by Holders), and, upon receipt by the Company of notice
of such declaration of acceleration, such principal amount (or specified
amount) and interest accrued thereon shall become immediately due and
payable.  If an Event of Default
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
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 (or, if any of the Securities of such series are Discount
Securities, such portion of the principal amount of such Securities as may be
specified in the terms thereof as contemplated by Section 301) and
interest accrued thereon to be due and payable immediately [(1)(provided that the payment of
principal and interest on such Securities shall remain subordinated to the
extent provided in this Indenture)], by a notice in writing to the Company (and
to the Trustee if given by Holders), and, upon receipt by the Company of notice
of such declaration of acceleration, such principal amount (or specified amount)
and interest accrued thereon shall become immediately due and payable.


 


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 [(2)(including
Additional Interest)], if any, on all Securities of such series then
Outstanding;


 


(2)           the principal of and premium, if any,
on any Securities of such series then Outstanding 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 at the rate or rates
prescribed therefor in such Securities;


 


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


 


and


 


(b)   if, after application of money paid or
deposited in accordance with clause (a) of this Section 802,
Securities of such series would remain Outstanding, any other Event or Events
of Default with respect to Securities of such series, other than the
non-payment 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.


 


37

















 


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 premium, if
any, and on any overdue principal 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.  Unless otherwise specified pursuant to Section 301
with respect to any series of Securities, the rate or rates at which Securities
shall bear interest on overdue principal, premium, interest [(2)and Additional
Interest], if any, shall be, to the extent permitted by law, the same rate or
rates at which such Securities shall bear interest prior to Maturity.


 


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.


 


38

















 


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.


 


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 collected by
the Trustee pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or premium, if any, or
interest, 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
under Section 907;


 


Second:  [(1)Subject
to the provisions of Article Fourteen,] the payment of the amounts then
due and unpaid upon the Securities for principal of and premium, if any, and
interest [(2)(including
Additional 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 Company.


 


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;


 


(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;


 


39














 


(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 Section 307 [(1)and 312]) interest [(2)(including Additional 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 and 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.


 


SECTION 810.             Rights
and Remedies Cumulative.


 


Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 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.


 


40

















 


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 which is not inconsistent with such direction.


 


SECTION 813.             Waiver
of Past Defaults.


 


The Holders of a majority
in aggregate 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 [(2)(including Additional Interest)], if any, on any Security of such
series, or


 


(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 [(2);


 


provided, however, that
so long as a Trust holds the Securities of any series, such Trust may not waive
any past default without the consent of a majority (or such greater percentage
as shall be required by the Trust Agreement pertaining to such Trust) in
aggregate liquidation preference of the outstanding Preferred Securities issued
by such Trust affected, obtained as provided in the Trust Agreement pertaining
to such Trust.  Any such waiver by
holders of a majority in aggregate liquidation preference of outstanding
Preferred Securities issued by any such Trust shall be deemed to be on behalf
of all holders of Preferred Securities issued by any such Trust].


 


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 


 


41

















 


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 Usury, 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 usury, 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)   Except during the continuance of an Event of Default
with respect to Securities of any series,


 


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


 


(ii)           in the absence of bad
faith on its part, the Trustee may, with respect to Securities of such series,
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but in the case
of any such certificates or opinions which by any provisions hereof are
specifically required to be furnished to the Trustee, the Trustee shall be
under a duty to examine the same to determine whether or not they conform to
the requirements of this Indenture.


 


(b)   In case an Event of Default with respect to Securities
of any series shall have occurred and be continuing, the Trustee shall
exercise, with respect to the Securities of such series, such of the rights and
powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.


 


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


 


(i)            this subsection shall
not be construed to limit the effect of subsection (a) of this Section;


 


42

















 


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


 


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


 


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


 


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


 


SECTION 902.             Notice
of Defaults.


 


The Trustee shall give
notice of any default hereunder with respect to the Securities of any series to
the Holders of Securities of such series in the manner and to the extent
required to do so by 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, the term “default”
means any event which is, or after notice or lapse of time, or both, would
become, an Event of Default with respect to the Securities of such series.


 


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 rely and shall be 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 thereof;


 


(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;


 


43

















 


(d)   the Trustee may consult with counsel of its selection
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) with prior notice to the Company 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;


 


(h)   except as otherwise provided in Section 801, the
Trustee shall not be charged with knowledge of any Event of Default 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 of the Event of Default or (2) written notice of such Event of
Default shall have been given to the Trustee by the Company or any other
obligor on such Securities or by any Holder of such Securities;


 


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


 


(j)    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.


 


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.


 


44

















 


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 or the Trustee, in its individual or any other capacity,
may become the owner or pledgee of Securities [(2)and/or Preferred 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 or investment of any money received
by it hereunder except as expressly provided herein or otherwise agreed with,
and for the sole benefit of, the Company.


 


SECTION 907.             Compensation
and Reimbursement.


 


The
Company agrees


 


(a)   to pay to the Trustee from time to time such
compensation for all services rendered by it hereunder as the Company and the
Trustee shall from time to time agree in writing (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, to
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)   to indemnify the Trustee and hold it harmless from and
against, any loss, liability or expense incurred without negligence or bad
faith on its part, 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 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).  “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.


 


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.


 


45

















 


The provisions of this Section 907
shall survive the termination of this Indenture.


 


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.  To the extent permitted by the Trust
Indenture Act, the Trustee shall not be deemed to have a conflicting interest
by virtue of being a trustee under any indenture, agreement, or guarantee between
or among The Bank of New York Mellon, as trustee and the Company and/or
any of its affiliates, and the Securities of any series shall be deemed to be
specifically described in this Indenture for the purposes of clause (i) of
the first proviso contained in Section 310(b) of the Trust Indenture
Act.


 


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 or State 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 and the Trust Indenture Act, 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.


 


46

















 


(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[(2); provided that so long as any Preferred Securities
remain outstanding, the Trust which issued such Preferred Securities shall not
execute any Act to remove the Trustee without the consent of the holders of a
majority in aggregate liquidation preference of Preferred Securities issued by
such Trust outstanding, obtained as provided in the Trust Agreement pertaining
to such Trust].


 


(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 Board Resolutions 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 Board Resolutions, 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 (subject
to Section 914) 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 


 


47

















 


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) Board
Resolutions 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 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, 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.


 


(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 such 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, 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 


 


48

















 


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.


 


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


 


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 or such obligor 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, or such obligor arising from the making,
drawing, negotiating or incurring of the draft, bill of exchange, acceptance or
obligation.


 


49














 


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 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.


 


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


 


50

















 


(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 acceptable to the Company with respect to the
Securities of one or more series, or any 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, 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
or the Commonwealth of Puerto Rico, 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 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 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 Company agrees to pay
to each Authenticating Agent from time to time reasonable compensation for its
services under this Section.


 


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


 


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


 


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


 


	
   

  	
   

  	
  THE BANK OF NEW YORK
  MELLON, 

  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.


 


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
            ,
        , 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 July 15
in each year, commencing July 15,
        , 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 April 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 


 


52

















 


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 or of the delisting
thereof.


 


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 entity, or convey or otherwise
transfer or lease its properties and assets substantially as an entirety to any
Person, unless


 


(a)   the Person formed by such consolidation or into which
the Company is merged or the Person which acquires by conveyance or transfer,
or which leases, the properties and assets of the Company substantially as an
entirety shall be a Person organized and 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
supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transactions have been complied
with.


 


SECTION 1102.                               Successor Entity Substituted.


 


Upon any consolidation by
the Company with or merger by the Company into any other Person or any
conveyance, or other transfer or lease of the properties and assets of the
Company substantially as an entirety in accordance with Section 1101, the
successor Person formed by such consolidation or into which the Company is
merged or the Person to which such conveyance, 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 all obligations and
covenants under this Indenture and the Securities Outstanding hereunder.


 


SECTION 1103.                               Limitation.


 


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 entity,


 


53

















 


(b)   any consolidation of the Company with any other Person
all of the outstanding voting securities of which are owned, directly or
indirectly, by the Company; or any merger of any of such Persons into any other
of such Persons; or any conveyance or other transfer, or lease, of its
properties substantially as an entirety by any thereof to any other thereof,


 


(c)   any conveyance or other transfer, or lease, of any
part of the properties and/or assets of the Company which does not constitute
the entirety, or substantially the entirety, of its properties and assets,


 


(d)   the approval by the Company of, or the consent by the
Company to, any consolidation or merger to which any direct or indirect
subsidiary or affiliate of the Company may be a party or any conveyance,
transfer or lease by any such subsidiary or affiliate of any of its properties
or assets, or


 


(e)   any other transaction not contemplated by Section 1101.


 


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 reasonably
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 (i) with respect to such series or
Tranche only pursuant to the provisions of Section 1202 hereof or (ii) 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


 


54

















 


(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


 


(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 non-certificated 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.


 


SECTION 1202.                               Supplemental Indentures With Consent of Holders.


 


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 


 


55

















 


Holders delivered
to the Company and the Trustee, the Company, when authorized by Board
Resolutions, 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 [(1)(except as provided in Section 312
hereof)], any Security, 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, or 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, 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).


 


[(2)Notwithstanding
the foregoing, so long as any of the Preferred Securities remain outstanding,
the Trustee may not consent to a supplemental indenture under this Section 1202
without the prior consent, obtained as provided in a Trust Agreement pertaining
to a Trust which issued such Preferred Securities, of the holders of a majority
in aggregate liquidation preference of all Preferred Securities issued by such
Trust affected, considered as one class, or, in the case of changes described
in clauses (a), (b) and (c) above, 100% in aggregate liquidation
preference of all such Preferred Securities then outstanding which would be
affected thereby, considered as one class.]


 


56

















 


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 of one or more Tranches thereof, or which
modifies the rights of the Holders of Securities of such series or Tranches
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.


 


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 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.


 


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 pursuant to a Board Resolution 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 


 


57

















 


be, delivered to,
and accepted in writing 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.


 


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, 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.


 


58

















 


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 their counsel.


 


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.


 


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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.


 


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 in triplicate 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 


 


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be signed and
verified by the affidavits of the permanent chairman and secretary of the
meeting and one such copy shall be delivered to each of the Company and 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



[(1)Subordination Of Securities


 


SECTION 1401.                               Securities Subordinate to Senior Indebtedness of the
Company.


 


The Company, for itself,
its successors and assigns, covenants and agrees, and each Holder of the
Securities of each series, by its acceptance thereof, likewise covenants and
agrees, that the payment of the principal of and premium, if any, and interest
[(2)( including
any Additional Interest)], if any, on each and all of the Securities is hereby
expressly subordinated and junior in right of payment, and subject, to the
extent and in the manner set forth in this Article, in right of payment to the
prior payment in full of all Senior Indebtedness of the Company.


 


Each Holder of the
Securities of each series, by its acceptance thereof, authorizes and directs
the Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article, and
appoints the Trustee its attorney-in-fact for any and all such purposes.


 


SECTION 1402.                               Payment Over of Proceeds of Securities.


 


In the event (a) of any
insolvency or bankruptcy proceedings or any receivership, liquidation,
reorganization or other similar proceedings in respect of the Company or a
substantial part of its property and assets, or of any proceedings for
liquidation, dissolution or other winding up of the Company, whether or not
involving insolvency or bankruptcy, or (b) subject to the provisions of Section 1403,
that (i) a default shall have occurred with respect to the payment of
principal of or interest on or other monetary amounts due and payable on any
Senior Indebtedness, or (ii) there shall have occurred a default (other
than a default in the payment of principal or interest or other monetary
amounts due and payable) in respect of any Senior Indebtedness, as defined
therein or in the instrument under which the same is outstanding, permitting
the holder or holders thereof, or any other Person on its or their behalf to
accelerate the maturity thereof (with notice or lapse of time, or both), and
such default shall have continued beyond the period of grace, if any, in
respect thereof, and, in the cases of subclauses (i) and (ii) of this
clause (b), such default shall not have been cured or waived or shall not have
ceased to exist, or (c) that the principal of and/or premium, if any,
and/or accrued interest [(2)(including Additional Interest)], if any, on the
Securities of any series shall have been declared due and payable pursuant to Section 801
and such declaration shall not have been rescinded and annulled as provided in Section 802,
then:


 


(1)           the
holders of all Senior Indebtedness shall first be entitled to receive payment
of the full amount due thereon, or provision shall be made for such payment in
money or money’s worth, before the Holders of any of the Securities are
entitled to receive a payment on account of 


 


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the principal of, premium if any, or interest on the indebtedness
evidenced by the Securities, including, without limitation, any payments made
pursuant to Articles Four and Five;


 


(2)           any
payment by, or distribution of property or assets of, the Company of any kind
or character, whether in cash, property or securities, to which any Holder or
the Trustee would be entitled except for the provisions of this Article, shall
be paid or delivered by the Person making such payment or distribution, whether
a trustee in bankruptcy, a receiver or liquidating trustee or otherwise,
directly to the holders of such Senior Indebtedness or their representative or
representatives or to the trustee or trustees under any indenture under which
any instruments evidencing any of such Senior Indebtedness may have been
issued, ratably according to the aggregate amounts remaining unpaid on account
of such Senior Indebtedness held or represented by each, to the extent
necessary to make payment in full of all Senior Indebtedness remaining unpaid
after giving effect to any concurrent payment or distribution (or provision
therefor) to the holders of such Senior Indebtedness, before any payment or
distribution is made to the Holders of the indebtedness evidenced by the
Securities or to the Trustee under this Indenture; and


 


(3)           in
the event that, notwithstanding the foregoing, any payment by, or distribution
of property or assets of, the Company of any kind or character, whether in
cash, property or securities, in respect of principal of, or premium, if any,
or interest on the Securities or in connection with any repurchase by the
Company of the Securities, shall be received by the Trustee or any Holder before
all Senior Indebtedness is paid in full, or provision is made for such payment
in money or money’s worth, such payment or distribution in respect of principal
of, or premium, if any, or interest on the Securities or in connection with any
repurchase by the Company of the Securities shall be paid over to the holders
of such Senior Indebtedness or their representative or representatives or to
the trustee or trustees under any indenture under which any instruments
evidencing any such Senior Indebtedness may have been issued, ratably as
aforesaid, for application to the payment of all Senior Indebtedness remaining
unpaid until all such Senior Indebtedness shall have been paid in full, after
giving effect to any concurrent payment or distribution (or provision therefor)
to the holders of such Senior Indebtedness.


 


Notwithstanding the
foregoing, at any time after the 123rd day following the date of deposit of
cash or Eligible Obligations pursuant to Section 701 or 702 (provided all
conditions set out in such Section shall have been satisfied), the funds
so deposited and any interest thereon will not be subject to any rights of
holders of Senior Indebtedness including, without limitation, those arising
under this Article Fourteen; provided that no event described in clauses (d) and
(e) of Section 801 with respect to the Company has occurred during
such 123-day period.


 


For purposes of this Article only,
the words “cash, property or securities” shall not be deemed to include shares
of stock of the Company as reorganized or readjusted, or securities of the
Company or any other Person provided for by a plan of reorganization or
readjustment which are subordinate in right of payment to all Senior
Indebtedness which may at the time be outstanding to the same extent as, or to
a greater extent than, the Securities are so subordinated as provided in this
Article.  The consolidation of the
Company with, or the merger of the Company into, another Person or the
liquidation or dissolution of the Company following the conveyance or transfer
of its property and assets as an entirety, or substantially as an entirety, to
another Person upon the terms and conditions provided for in Article Eleven
hereof shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section 1402 if such other Person
shall, as a part of such consolidation, merger, conveyance or transfer, comply
with the conditions stated in Article Eleven hereof.  Nothing in Section 1401 or in this Section 1402
shall apply to claims of, or payments to, the Trustee under or pursuant to Section 907.


 


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SECTION 1403.                               Disputes with Holders of Certain Senior Indebtedness.


 


Any failure by the
Company to make any payment on or perform any other obligation in respect of
Senior Indebtedness, other than any indebtedness incurred by the Company or
assumed or guaranteed, directly or indirectly, by the Company for money
borrowed (or any deferral, renewal, extension or refunding thereof) or any
other obligation as to which the provisions of this Section shall have
been waived by the Company in the instrument or instruments by which the
Company incurred, assumed, guaranteed or otherwise created such indebtedness or
obligation, shall not be deemed a default under clause (b) of Section 1402
if (i) the Company shall be disputing its obligation to make such payment
or perform such obligation and (ii) either (A) no final judgment
relating to such dispute shall have been issued against the Company which is in
full force and effect and is not subject to further review, including a
judgment that has become final by reason of the expiration of the time within
which a party may seek further appeal or review, or (B) in the event that
a judgment that is subject to further review or appeal has been issued, the
Company shall in good faith be prosecuting an appeal or other proceeding for
review and a stay or execution shall have been obtained pending such appeal or
review.


 


SECTION 1404.                               Subrogation.


 


Senior Indebtedness shall
not be deemed to have been paid in full unless the holders thereof shall have
received cash (or securities or other property satisfactory to such holders) in
full payment of such Senior Indebtedness then outstanding.  Upon the payment in full of all Senior
Indebtedness, the rights of the Holders of the Securities shall be subrogated
to the rights of the holders of Senior Indebtedness to receive any further
payments or distributions of cash, property or securities of the Company
applicable to the holders of the Senior Indebtedness until all amounts owing on
the Securities shall be paid in full; and such payments or distributions of
cash, property or securities received by the Holders of the Securities, by
reason of such subrogation, which otherwise would be paid or distributed to the
holders of such Senior Indebtedness shall, as between the Company, its
creditors other than the holders of Senior Indebtedness, and the Holders, be
deemed to be a payment by the Company to or on account of Senior Indebtedness,
it being understood that the provisions of this Article are and are
intended solely for the purpose of defining the relative rights of the Holders,
on the one hand, and the holders of the Senior Indebtedness, on the other hand.


 


SECTION 1405.                               Obligation of the Company Unconditional.


 


Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is intended to
or shall impair, as among the Company, its creditors other than the holders of
Senior Indebtedness and the Holders, the obligation of the Company, which is
absolute and unconditional, to pay to the Holders the principal of, premium, if
any, and interest [(2)(including Additional Interest)], if any on the Securities as and when
the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the Holders and creditors of
the Company other than the holders of Senior Indebtedness, nor shall anything
herein or therein prevent the Trustee or any Holder from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture,
subject to the rights, if any, under this Article of the holders of Senior
Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of any such remedy.


 


Upon any payment or
distribution of assets, cash or property or securities of the Company referred
to in this Article, the Trustee and the Holders shall be entitled to rely upon
any order or decree of a court of competent jurisdiction in which such
dissolution, winding up, liquidation or reorganization proceedings are pending
for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Indebtedness and other indebtedness of
the Company, the 


 


63

















 


amount thereof or
payable thereon, the amount or amounts paid or distributed thereon, and all
other facts pertinent thereto or to this Article.


 


The Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a representative
of such holder or a trustee under any indenture under which any instruments
evidencing any such Senior Indebtedness may have been issued) to establish that
such notice has been given by a holder of such Senior Indebtedness or such
representative or trustee on behalf of such holder.  In the event that the Trustee determines in
good faith that further evidence is required with respect to the right of any
Person as a holder of Senior Indebtedness, or its representative or
representatives or trustee or trustees under any indenture under which any
instruments evidencing any such Senior Indebtedness may have been issued, to
participate in any payment or distribution pursuant to this Article, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the right of such
Person under this Article, and, if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the right
of such Person to receive such payment or distribution.


 


SECTION 1406.                               Priority of Senior Indebtedness Upon Maturity.


 


Upon the maturity of the
principal of any Senior Indebtedness by lapse of time, acceleration or
otherwise, all matured principal of Senior Indebtedness and interest, premium
and other payment obligation, if any, thereon shall first be paid in full
before any payment of principal or premium, if any, or interest [(2)(including Additional Interest)], if any,
is made upon the Securities or before any Securities can be acquired by the
Company or any sinking fund payment is made with respect to the Securities
(except that required sinking fund payments may be reduced by Securities
acquired before such maturity of such Senior Indebtedness).


 


SECTION 1407.                               Trustee as Holder of Senior Indebtedness.


 


The Trustee shall be
entitled to all rights set forth in this Article with respect to any
Senior Indebtedness at any time held by it, to the same extent as any other
holder of Senior Indebtedness.  Nothing
in this Article shall deprive the Trustee of any of its rights as such
holder.


 


SECTION 1408.                               Notice to Trustee to Effectuate Subordination.


 


Notwithstanding the
provisions of this Article or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts which
would prohibit the making of any payment of moneys to or by the Trustee unless
and until the Trustee shall have received written notice thereof from the
Company, from a Holder or from a holder of any Senior Indebtedness or from any
representative or representatives of such holder or any trustee or trustees
under any indenture under which any instruments evidencing any such Senior
Indebtedness may have been issued and, prior to the receipt of any such written
notice, the Trustee shall be entitled, subject to Section 901, in all
respects to assume that no such facts exist; provided, however, that, if prior
to the fifth Business Day preceding the date upon which by the terms of this
Indenture any such moneys may become payable for any purpose, or in the event
of the execution of an instrument pursuant to Section 701 or 702
acknowledging that Securities or portions thereof are deemed to have been paid
for all purposes of this Indenture, acknowledging that the entire indebtedness
of the Company in respect thereof has been satisfied and discharged or
acknowledging satisfaction and discharge of this Indenture, then if prior to
the second Business Day preceding the date of such execution, the Trustee shall
not have received with respect to such moneys the notice provided for in this
Section, then, anything herein contained to the contrary 


 


64

















 


notwithstanding,
the Trustee may, in its discretion, receive such moneys and/or apply the same
to the purpose for which they were received, and shall not be affected by any
notice to the contrary, which may be received by it on or after such date;
provided, however, that no such application shall affect the obligations under
this Article of the persons receiving such moneys from the Trustee.


 


SECTION 1409.                               Modification, Extension, etc. of Senior Indebtedness.


 


The holders of Senior
Indebtedness or their representative or representatives or the trustee or
trustees under any indenture under which any instruments evidencing any such
Senior Indebtedness may have been issued may, without affecting in any manner
the subordination of the payment of the principal of and premium, if any, and
interest [(2)(including
Additional Interest)], if any, on the Securities, at any time or from time to
time and in their absolute discretion, agree with the Company to change the
manner, place or terms of payment, change or extend the time of payment of, or
renew or alter, any Senior Indebtedness, or amend or supplement any instrument
pursuant to which any Senior Indebtedness is issued, or exercise or refrain
from exercising any other of their rights under the Senior Indebtedness
including, without limitation, the waiver of default thereunder, all without
notice to or assent from the Holders or the Trustee.


 


SECTION 1410.                               Trustee Has No Fiduciary Duty to Holders of Senior
Indebtedness.


 


With respect to the
holders of Senior Indebtedness, the Trustee undertakes to perform or to observe
only such of its covenants and objectives as are specifically set forth in this
Indenture, and no implied covenants or obligations with respect to the holders
of Senior Indebtedness shall be read into this Indenture against the Trustee.  The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness, and shall not be liable
to any such holders if it shall mistakenly pay over or deliver to the Holders
or the Company or any other Person, money or assets to which any holders of
Senior Indebtedness shall be entitled by virtue of this Article or
otherwise.


 


SECTION 1411.                               Paying Agents Other Than the Trustee.


 


In case at any time any
Paying Agent other than the Trustee shall have been appointed by the Company
and be then acting hereunder, the term “Trustee” as used in this Article shall
in such case (unless the context shall otherwise require) be construed as
extending to and including such Paying Agent within its meaning as fully for
all intents and purposes as if such Paying Agent were named in this Article in
addition to or in place of the Trustee; provided, however, that Sections 1407,
1408 and 1410 shall not apply to the Company if it acts as Paying Agent.


 


SECTION 1412.                               Rights of Holders of Senior Indebtedness Not Impaired.


 


No right of any present
or future holder of Senior Indebtedness to enforce the subordination herein
shall at any time or in any way be prejudiced or impaired by any act or failure
to act on the part of the Company or by any noncompliance by the Company with
the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof any such holder may have or be otherwise charged with.


 


SECTION 1413.                               Effect of Subordination Provisions; Termination.


 


Notwithstanding anything
contained herein to the contrary, other than as provided in the immediately
succeeding sentence, all the provisions of this Indenture shall be subject to
the provisions of this Article, so far as the same may be applicable thereto.


 


65

















 


Notwithstanding anything
contained herein to the contrary, the provisions of this Article Fourteen
shall be of no further effect, and the Securities shall no longer be
subordinated in right of payment to the prior payment of Senior Indebtedness,
if, and to the extent, the Company shall have delivered to the Trustee a notice
to such effect.  Any such notice
delivered by the Company shall not be deemed to be a supplemental indenture for
purposes of Article Twelve.]


 


ARTICLE
FIFTEEN



Immunity Of Incorporators, Stockholders, Officers And Directors


 


SECTION 1501.                               Liability Solely Corporate.


 


No recourse shall be had
for the payment of the principal of or premium, if any, or interest [(2)(including
Additional 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, stockholder, officer 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, except as
otherwise provided as contemplated by Section 301, no personal liability
whatsoever shall attach to, or be incurred by, any incorporator, stockholder,
officer 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 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.


 






 


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, in New York, New
York, as of the day and year first above written.


 


	
   

  	
   

  	
  FLORIDA
  POWER & LIGHT COMPANY,

  
	
   

  	
   

  	
  as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE BANK OF NEW YORK
  MELLON,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


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