Unassociated Document


    
      Exhibit
        4(a)

    

    
      

      

    

     

     

     

     

    THE
      BEAR
      STEARNS COMPANIES INC.

     

    and

     

    THE
      BANK
      OF NEW YORK

     

    Trustee

     

    INDENTURE

     

    Dated
      as
      of [______________], 2006

     

    JUNIOR
      SUBORDINATED DEBENTURES


     

     

     

    
 

    
      

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CROSS-REFERENCE
      TABLE

     

    
      	
              Trust
                

              Indenture

              Act
                Section

            	 	
              Indenture

              Section

            


    

    
      	
              310

            	
              (a)(1)

            	
              7.09

            
	 	
              (a)(2)

            	
              7.09

            
	 	
              (a)(3)

            	
              Not
                Applicable

            
	 	
              (a)(4)

            	
              Not
                Applicable

            
	 	
              (a)(5)

            	
              7.09

            
	 	
              (b)

            	
              7.08,
                7.10

            
	 	
              (c)

            	
              Not
                Applicable

            
	
              311

            	
              (a)

            	
              7.13(a)

            
	 	
              (b)

            	
              7.13(b)

            
	 	
              (c)

            	
              Not
                Applicable

            
	
              312

            	
              (a)

            	
              5.01,
                5.02(a)

            
	 	
              (b)

            	
              5.02(b)

            
	 	
              (c)

            	
              5.02(c)

            
	
              313

            	
              (a)

            	
              5.04(a)

            
	 	
              (b)(1)

            	
              Not
                Applicable

            
	 	
              (b)(2)

            	
              5.04(b)

            
	 	
              (c)

            	
              5.04(c)

            
	 	
              (d)

            	
              5.04(d)

            
	
              314

            	
              (a)(1)

            	
              5.03(a)

            
	 	
              (a)(2)

            	
              5.03(b)

            
	 	
              (a)(3)

            	
              5.03(c)

            
	 	
              (a)(4)

            	
              4.06

            
	 	
              (b)

            	
              Not
                Applicable

            
	 	
              (c)(1)

            	
              4.06

            
	 	
              (c)(2)

            	
              4.05

            
	 	
              (c)(3)

            	
              Not
                Applicable

            
	 	
              (d)

            	
              Not
                Applicable

            
	 	
              (e)

            	
              4.05

            
	 	
              (f)

            	
              Omitted

            
	
              315

            	
              (a)

            	
              7.01

            
	 	
              (b)

            	
              6.07,
                7.01(b)

            
	 	
              (c)

            	
              7.01

            
	 	
              (d)

            	
              7.01

            
	 	
              (e)

            	
              6.08

            
	
              316

            	
              (a)(1)

            	
              6.06,
                8.04

            
	 	
              (a)(2)

            	
              Omitted

            
	 	
              (b)

            	
              6.04

            
	 	
              (c)

            	
              10.05

            
	
              317

            	
              (a)

            	
              6.02

            
	 	
              (b)

            	
              4.04

            
	
              318

            	
              (a)

            	
              15.06

            


    

    ____________


    
      	
              Note:

            	
              This
                Cross-Reference Table shall not, for any purpose, be deemed to be
                a part
                of this Indenture.

            


    

    

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

    

     

    TABLE
      OF
      CONTENTS

     

    Page

     

    
      	
              ARTICLE
                I

               

              DEFINITIONS

            
	 	 	 
	
              Section
                1.01

            	
              Certain
                Terms Defined

            	
              1

            
	 	 	 
	
              ARTICLE
                II

               

              ISSUE,
                DESCRIPTION, EXECUTION, REGISTRATION OF

              TRANSFER
                AND EXCHANGE OF SECURITIES

            
	 	 	 
	
              Section
                2.01

            	
              Amount,
                Series and Delivery of Securities

            	
              9

            
	
              Section
                2.02

            	
              Form
                of Securities and Trustee’s Certificate

            	
              13

            
	
              Section
                2.03

            	
              Denominations
                of and Payment of Interest on Securities

            	
              15

            
	
              Section
                2.04

            	
              Execution
                of Securities

            	
              16

            
	
              Section
                2.05

            	
              Registration,
                Transfer and Exchange of Securities

            	
              16

            
	
              Section
                2.06

            	
              Temporary
                Securities

            	
              18

            
	
              Section
                2.07

            	
              Mutilated,
                Destroyed, Lost or Stolen Securities

            	
              19

            
	
              Section
                2.08

            	
              Cancellation
                and Destruction of Surrendered Securities

            	
              20

            
	
              Section
                2.09

            	
              Authenticating
                Agents

            	
              20

            
	
              Section
                2.10

            	
              Deferrals
                of Interest Payment Dates

            	
              21

            
	
              Section
                2.11

            	
              Right
                of Set-Off

            	
              22

            
	
              Section
                2.12

            	
              Agreed
                Tax Treatment

            	
              22

            
	 	 	 
	
              ARTICLE
                III

               

              REDEMPTION
                OF SECURITIES

            
	 	 	 
	
              Section
                3.01

            	
              Applicability
                of Article

            	
              23

            
	
              Section
                3.02

            	
              Mailing
                of Notice of Redemption

            	
              23

            
	
              Section
                3.03

            	
              When
                Securities Called for Redemption Become Due and Payable

            	
              24

            
	
              Section
                3.04

            	
              Right
                of Redemption of Securities Initially Issued to a Bear Stearns
                Trust

            	
              25

            
	 	 	 
	
              ARTICLE
                IV

               

              PARTICULAR
                COVENANTS OF THE COMPANY

            
	 	 	 
	
              Section
                4.01

            	
              Payment
                of Principal of and Interest on Securities

            	
              25

            
	
              Section
                4.02

            	
              Tax
                Forms

            	
              26

            


    

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                4.03

            	
              Maintenance
                of Offices or Agencies for Registration of Transfer, Exchange and
                Payment
                of Securities

            	
              26

            
	
              Section
                4.04

            	
              Appointment
                to Fill a Vacancy in the Office of Trustee

            	
              26

            
	
              Section
                4.05

            	
              Duties
                of Paying Agent

            	
              27

            
	
              Section
                4.06

            	
              Further
                Assurances

            	
              28

            
	
              Section
                4.07

            	
              Officers’
                Certificate as to Defaults; Notices of Certain Defaults

            	
              28

            
	
              Section
                4.08

            	
              Waiver
                of Covenants

            	
              28

            
	
              Section
                4.09

            	
              Additional
                Sums

            	
              28

            
	
              Section
                4.10

            	
              Additional
                Covenants

            	
              29

            
	
              Section
                4.11

            	
              Withholding
                Tax

            	
              30

            
	 	 	 
	
              ARTICLE
                V

               

              SECURITYHOLDERS
                LISTS AND REPORTS BY THE COMPANY

              AND
                THE TRUSTEE

            
	 	 	 
	
              Section
                5.01

            	
              Company
                to Furnish Trustee Information as to the Names and Addresses of
                Securityholders

            	
              30

            
	
              Section
                5.02

            	
              Trustee
                to Preserve Information as to the Names and Addresses of Securityholders
                Received by It

            	
              31

            
	
              Section
                5.03

            	
              Annual
                and Other Reports to Be Filed by Company with Trustee

            	
              32

            
	
              Section
                5.04

            	
              Trustee
                to Transmit Annual Report to Securityholders

            	
              33

            
	 	 	 
	
              ARTICLE
                VI

               

              REMEDIES
                OF THE TRUSTEE AND SECURITYHOLDERS

              ON
                EVENT OF DEFAULT

            
	 	 	 
	
              Section
                6.01

            	
              Events
                of Default Defined

            	
              34

            
	
              Section
                6.02

            	
              Covenant
                of Company to Pay to Trustee Whole Amount Due on Securities or Default
                in
                Payment of Interest or Principal

            	
              36

            
	
              Section
                6.03

            	
              Application
                of Moneys Collected by Trustee

            	
              38

            
	
              Section
                6.04

            	
              Limitation
                on Suits by Holders of Securities

            	
              38

            
	
              Section
                6.05

            	
              On
                Default Trustee May Take Appropriate Action

            	
              39

            
	
              Section
                6.06

            	
              Rights
                of Holders of Majority in Principal Amount of Securities to Direct
                Trustee
                and to Waive Default

            	
              40

            
	
              Section
                6.07

            	
              Trustee
                to Give Notice of Defaults Known to It, but May Withhold in Certain
                Circumstances

            	
              40

            
	
              Section
                6.08

            	
              Requirement
                of an Undertaking to Pay Costs in Certain Suits under the Indenture
                or
                against the Trustee

            	
              41

            


    

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                VII

               

              CONCERNING
                THE TRUSTEE

            
	 	 	 
	
              Section
                7.01

            	
              Upon
                Event of Default Occurring and Continuing, Trustee Shall Exercise
                Powers
                Vested in It, and Use Same Degree of Care and Skill in Their Exercise,
                as
                a Prudent Man Would Use

            	
              41

            
	
              Section
                7.02

            	
              Reliance
                on Documents, Opinions, Etc

            	
              42

            
	
              Section
                7.03

            	
              Trustee
                Not Liable for Recitals in Indenture or in Securities

            	
              43

            
	
              Section
                7.04

            	
              May
                Own Securities

            	
              44

            
	
              Section
                7.05

            	
              Moneys
                Received by Trustee to Be Held in Trust without Interest

            	
              44

            
	
              Section
                7.06

            	
              Trustee
                Entitled to Compensation, Reimbursement and Indemnity

            	
              44

            
	
              Section
                7.07

            	
              Right
                of Trustee to Rely on Officers’ Certificate Where No Other Evidence
                Specifically Prescribed

            	
              45

            
	
              Section
                7.08

            	
              Disqualification;
                Conflicting Interests

            	
              45

            
	
              Section
                7.09

            	
              Requirements
                for Eligibility of Trustee

            	
              45

            
	
              Section
                7.10

            	
              Resignation
                of Trustee

            	
              45

            
	
              Section
                7.11

            	
              Acceptance
                by Successor Trustee

            	
              47

            
	
              Section
                7.12

            	
              Successor
                to Trustee by Merger, Consolidation or Succession to
                Business

            	
              48

            
	
              Section
                7.13

            	
              Limitations
                on Rights of Trustee as a Creditor to Obtain Payment of Certain Claims
                within Three Months Prior to Default or During Default, or to Realize
                on
                Property as such Creditor Thereafter

            	
              49

            
	 	 	 
	
              ARTICLE
                VIII

               

              CONCERNING
                THE SECURITYHOLDERS

            
	 	 	 
	
              Section
                8.01

            	
              Evidence
                of Action by Securityholders

            	
              52

            
	
              Section
                8.02

            	
              Proof
                of Execution of Instruments and of Holding of Securities

            	
              53

            
	
              Section
                8.03

            	
              Who
                May be Deemed Owners of Securities

            	
              53

            
	
              Section
                8.04

            	
              Securities
                Owned by Company or Controlled or Controlling Persons Disregarded
                for
                Certain Purposes

            	
              53

            
	
              Section
                8.05

            	
              Instruments
                Executed by Securityholders Bind Future Holders

            	
              54

            
	 	 	 
	
              ARTICLE
                IX

               

              SECURITYHOLDERS’
                MEETINGS

            
	 	 	 
	
              Section
                9.01

            	
              Purposes
                for which Meeting May Be Called

            	
              54

            
	
              Section
                9.02

            	
              Manner
                of Calling Meetings

            	
              55

            
	
              Section
                9.03

            	
              Call
                of Meeting by Company or Securityholders

            	
              55

            
	
              Section
                9.04

            	
              Who
                May Attend and Vote at Meetings

            	
              55

            
	
              Section
                9.05

            	
              Regulations
                May Be Made by Trustee

            	
              56

            
	
              Section
                9.06

            	
              Manner
                of Voting at Meetings and Record to be Kept

            	
              56

            


    

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                9.07

            	
              Exercise
                of Rights of Trustee, Securityholders and Holders of Preferred Securities
                Not to Be Hindered or Delayed

            	
              57

            
	 	 	 
	
              ARTICLE
                X

               

              SUPPLEMENTAL
                INDENTURES

            
	 	 	 
	
              Section
                10.01

            	
              Purposes
                for Which Supplemental Indentures May Be Entered into without Consent
                of
                Securityholders

            	
              57

            
	
              Section
                10.02

            	
              Modification
                of Indenture with Consent of Holders of a Majority in Principal Amount
                of
                Securities

            	
              58

            
	
              Section
                10.03

            	
              Effect
                of Supplemental Indentures

            	
              60

            
	
              Section
                10.04

            	
              Securities
                May Bear Notation of Changes by Supplemental Indentures

            	
              60

            
	
              Section
                10.05

            	
              Revocation
                and Effect of Consents

            	
              61

            
	 	 	 
	
              ARTICLE
                XI

               

              CONSOLIDATION,
                MERGER, SALE OR CONVEYANCE

            
	 	 	 
	
              Section
                11.01

            	
              Company
                May Consolidate, Etc., on Certain Terms

            	
              61

            
	
              Section
                11.02

            	
              Successor
                Corporation Substituted

            	
              61

            
	
              Section
                11.03

            	
              Opinion
                of Counsel to Trustee

            	
              62

            
	 	 	 
	
              ARTICLE
                XII

               

              SATISFACTION
                AND DISCHARGE OF INDENTURE;

              UNCLAIMED
                MONEYS

            
	 	 	 
	
              Section
                12.01

            	
              Satisfaction
                and Discharge of Indenture

            	
              62

            
	
              Section
                12.02

            	
              Application
                by Trustee of Funds Deposited for Payment of Securities

            	
              63

            
	
              Section
                12.03

            	
              Repayment
                of Moneys Held by Paying Agent

            	
              63

            
	
              Section
                12.04

            	
              Repayment
                of Moneys Held by Trustee

            	
              63

            
	 	 	 
	
              ARTICLE
                XIII

               

              IMMUNITY
                OF INCORPORATORS, STOCKHOLDERS, OFFICERS,

              DIRECTORS
                AND EMPLOYEES

            
	 	 	 
	
              Section
                13.01

            	
              Incorporators,
                Stockholders, Officers, Directors and Employees of Company Exempt
                from
                Individual Liability

            	
              64

            
	 	 	 
	
              ARTICLE
                XIV

               

              SUBORDINATION
                OF SECURITIES

            
	 	 	 
	
              Section
                14.01

            	
              Agreement
                to Subordinate

            	
              64

            


    

     

    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                14.02

            	
              Obligation
                of the Company Unconditional

            	
              66

            
	
              Section
                14.03

            	
              Limitations
                on Duties to Holders of Senior Indebtedness of the Company

            	
              66

            
	
              Section
                14.04

            	
              Notice
                to Trustee of Facts Prohibiting Payment

            	
              66

            
	
              Section
                14.05

            	
              Application
                by Trustee of Moneys Deposited with It

            	
              67

            
	
              Section
                14.06

            	
              Subrogation

            	
              67

            
	
              Section
                14.07

            	
              Subordination
                Rights Not Impaired by Acts or Omissions of Company or Holders of
                Senior
                Indebtedness of the Company

            	
              67

            
	
              Section
                14.08

            	
              Authorization
                of Trustee to Effectuate Subordination of Securities

            	
              68

            
	
              Section
                14.09

            	
              No
                Payment when Senior Indebtedness in Default

            	
              68

            
	
              Section
                14.10

            	
              Right
                of Trustee to Hold Senior Indebtedness of the Company

            	
              68

            
	
              Section
                14.11

            	
              Article
                XIV Not to Prevent Defaults

            	
              69

            
	 	 	 
	
              ARTICLE
                XV

               

              MISCELLANEOUS
                PROVISIONS

            
	 	 	 
	
              Section
                15.01

            	
              Successors
                and Assigns of Company Bound by Indenture

            	
              69

            
	
              Section
                15.02

            	
              Acts
                of Board, Committee or Officer of Successor Corporation
                Valid

            	
              69

            
	
              Section
                15.03

            	
              Required
                Notices or Demands May Be Served by Mail

            	
              69

            
	
              Section
                15.04

            	
              Officers’
                Certificate and Opinion of Counsel to Be Furnished upon Applications
                or
                Demands by the Company

            	
              69

            
	
              Section
                15.05

            	
              Payments
                Due on Saturdays, Sundays, and Holidays

            	
              70

            
	
              Section
                15.06

            	
              Provisions
                Required by Trust Indenture Act of 1939 to Control

            	
              71

            
	
              Section
                15.07

            	
              Indenture
                and Securities to be Construed in Accordance with the Laws of the
                State of
                New York

            	
              71

            
	
              Section
                15.08

            	
              Provisions
                of the Indenture and Securities for the Sole Benefit of the Parties
                and
                the Securityholders

            	
              71

            
	
              Section
                15.09

            	
              Indenture
                May be Executed in Counterparts

            	
              71

            
	
              Section
                15.10

            	
              Securities
                in Foreign Currencies

            	
              71

            


    

     

    


     

    



    
      
        
        

      

      
        -v-

        
          

        

      

      
        
        

      

    

     

    THIS
      INDENTURE, dated as of the __ day of _____________, 2006 between THE BEAR
      STEARNS COMPANIES INC., a corporation organized and existing under the laws
      of
      the State of Delaware (the “Company”),
      and
      THE BANK OF NEW YORK, a corporation organized under the laws of the United
      States (the “Trustee”).

     

    WITNESSETH:

     

    WHEREAS,
      for its lawful corporate purposes, the Company has authorized the issuance
      from
      time to time of its unsecured junior subordinated debentures or other evidences
      of indebtedness (hereinafter referred to as the “Securities”),
      without limit as to principal amount, issuable in one or more series, the amount
      and terms of each such series to be determined as hereinafter provided,
      including, without limitation, Securities issued to evidence loans made to
      the
      Company of the proceeds from the issuance from time to time by one or more
      statutory trusts (each a “Bear
      Stearns Trust”
and
      collectively, the “Bear
      Stearns Trusts”
or
      the
“Trusts”)
      of
      preferred interests in such Trusts (the “Preferred
      Securities”
which
      may also be referred to, without limitation, as the “Capital
      Securities”)
      and
      common interests in such Trusts (the “Common
      Securities,”
and
      collectively with the Preferred Securities, the “Trust
      Securities”);
      to be
      authenticated by the certificate of the Trustee; and, to provide the terms
      and
      conditions upon which the Securities are to be authenticated, issued and
      delivered, the Company has duly authorized the execution of this Indenture;
      and

     

    WHEREAS,
      all acts and things necessary to make the Securities when executed by the
      Company and authenticated and delivered by the Trustee as in this Indenture
      provided, the valid, binding and legal obligations of the Company, and to
      constitute these presents a valid indenture and agreement according to its
      terms, have been done and performed and the execution of this Indenture and
      the
      issue hereunder of the Securities have in all respects been duly authorized,
      and
      the Company, in the exercise of the legal rights and power vested in it,
      executes this Indenture and proposes to make, execute, issue and deliver the
      Securities;

     

    NOW,
      THEREFORE, in order to declare the terms and conditions upon which the
      Securities are authenticated, issued and delivered, and in consideration of
      the
      premises and of the purchase and acceptance of the Securities by the holders
      thereof, the Company covenants and agrees with the Trustee, for the equal and
      proportionate benefit of the respective holders from time to time of the
      Securities or of series thereof, as follows:

     

    ARTICLE
      I

     

    DEFINITIONS

     

    
      	 	
              Section
                1.01

            	
              Certain
                Terms Defined.

            


    

     

    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
      other terms used herein which are defined in the Trust Indenture Act of 1939,
      as
      amended, either directly or by reference therein, have the meanings assigned
      to
      them therein;

     

    (c)           All
      accounting terms used herein and not expressly defined herein shall have the
      meanings assigned to them in accordance with generally accepted accounting
      principles, and the term “generally accepted accounting principles” with respect
      to any computation required or permitted hereunder shall mean such accounting
      principles which are generally accepted at the date or time of such computation;
      and

     

    (d)           The
      terms “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.

     

    “Additional
      Interest”
shall
      mean the interest, if any, that shall accrue on any interest on the Securities
      of any series the payment of which has not been made on the applicable interest
      payment date and which shall accrue at the rate per annum specified or
      determined as specified in such Security.

     

    “Additional
      Sums”
shall
      have the meaning specified in Section 4.08.

     

    “Additional
      Taxes” means taxes, duties or other governmental charges imposed on a Bear
      Stearns Trust as a result of any amendment to, or change (including any
      announced prospective change) in, the laws (or any regulations thereunder)
      of
      the United States or any political subdivision or taxing authority thereof
      or
      therein or as a result of any official administrative pronouncement, guidance,
      or judicial decision, or formal or informal administrative pronouncement or
      guidance, interpreting or applying such laws or regulations, which amendment
      or
      change is effective or which pronouncement, guidance, or decision is announced
      on or after the date of issuance of the Preferred Securities of such Bear
      Stearns Trust. For the avoidance of doubt, Additional Taxes does not include
      amounts required to be deducted or withheld by the Bear Stearns Trust from
      payments made by the Bear Stearns Trust to or for the benefit of the holder
      of,
      or any Person that acquires a beneficial interest in, the
      Securities.

     

    “Administrative
      Trustee”
shall
      mean, in respect of any Bear Stearns Trust each Person identified as an
“Administrative
      Trustee”
in
      the
      related Trust Agreement, solely in such Person’s capacity as Administrative
      Trustee of such Bear Stearns Trust under such Trust Agreement and not in such
      Person’s individual capacity, or any successor administrative trustee appointed
      as therein provided.

     

    “Authenticating
      Agent”
shall
      mean any Authenticating Agent appointed by the Trustee pursuant to
      Section 2.09.

     

    “Authorized
      Newspaper”
shall
      mean a newspaper in the Borough of Manhattan, The City of New York, State of
      New
      York, each of which is printed in the English language and customarily published
      at least once a day for at least five days in each calendar week and of general
      circulation in such city. Whenever successive publications are required to
      be
      made in an Authorized Newspaper, the successive publications may be made in
      the
      same or in a different newspaper meeting the foregoing requirements and in
      each
      case on any day of the week. If it is impossible or, in the opinion of the
      Trustee, impracticable to publish any notice in the manner herein provided,
      then
      such publication in lieu thereof as shall be made with the approval of the
      Trustee shall constitute a sufficient publication of such notice.

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    “Bear
      Stearns Guarantee”
shall
      mean the guarantee by the Company of distributions on the Preferred Securities
      of a Bear Stearns Trust to the extent provided in the applicable guarantee
      agreement.

     

    “Bear
      Stearns Trust”
shall
      mean a Delaware statutory trust, or any similar trust created for the purpose
      of
      issuing Preferred Securities in connection with the issuance of Securities
      under
      this Indenture of which the Company is the sponsor.

     

    “Board
      of
      Directors,”
when
      used with reference to the Company, shall mean the Board of Directors of the
      Company or the Executive Committee or any other committee of or created by
      the
      Board of Directors of the Company duly authorized to act hereunder.

     

    “Business
      Day”
shall
      mean any day which is not a Saturday or Sunday and which in the City of New
      York
      is neither a legal holiday nor a day on which banking institutions are
      authorized or required by law, regulation or executive order to close or a
      day
      on which the Corporate Trust Office of the Trustee is closed for
      business.

     

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

     

    “Commission”
shall
      mean the Securities and Exchange Commission, as from time to time constituted,
      created under the Securities Exchange Act of 1934, as amended, or, if at any
      time after the execution of this instrument such Commission is not existing
      and
      performing the duties now assigned to it under the Trust Indenture Act of 1939,
      then the body performing such duties on such date.

     

    “Common
      Stock”
shall
      mean the common stock, par value $1.00 per share, of the Company.

     

    “Company”
shall
      mean The Bear Stearns Companies Inc., a corporation organized and existing
      under
      the laws of the State of Delaware and, subject to the provisions of
      Article XI, shall also include its successors and assigns.

     

    “Compounded
      Interest”
shall
      mean with respect to any series of Securities any interest designated as
      Compounded Interest with respect to the Securities of such series as
      contemplated by Section 2.01.

     

    “Corporate
      Trust Office” shall mean the office of the Trustee at which the corporate trust
      business of the Trustee shall, at any particular time, be principally
      administered, which office at the date of execution of this Indenture is located
      at 101 Barclay Street, New York, NY 10286.

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    “Depositary”
shall
      mean, with respect to the Securities of any series issuable or issued in whole
      or in part in the form of one or more global Securities, the person designated
      as Depositary by the Company pursuant to Section 2.01 until a successor
      Depositary shall have become such pursuant to the applicable provisions of
      this
      Indenture, and thereafter the term “Depositary” shall mean or include each
      person who is then a Depositary hereunder and if at any time there is more
      than
      one such person, the term “Depositary” as used with respect to the Securities of
      any series shall mean the Depositary with respect to the Securities of such
      series.

     

    “Distributions,”
with
      respect to the Trust Securities issued by a Bear Stearns Trust shall mean
      amounts payable in respect of such Trust Securities as provided in the related
      Trust Agreement and referred to therein as “Distributions.”

     

    “Event
      of
      Default”
with
      respect to Securities of any series shall mean any event specified as such
      in
      Section 6.01, unless otherwise specified and established for the Securities
      of such series as contemplated by and in accordance with
      Section 2.01.

     

    “Existing
      Indenture”
shall
      mean the Indenture, dated as of December 16, 1998, between the Company and
      The
      Bank of New York, as successor trustee to JPMorgan Chase Bank N.A., as amended
      or supplemented from time to time.

     

    “Extension
      Period”
has
      the
      meaning specified in Section 2.10.

     

    “Indenture”
shall
      mean this instrument as originally executed, or, if amended or supplemented
      as
      herein provided, then as so amended or supplemented, and shall include the
      form
      and terms of particular series of Securities established as contemplated by
      and
      in accordance with Sections 2.01 and 2.02.

     

    “Indebtedness”
or
      “indebtedness”
shall
      mean with respect to any Person, whether recourse is to all or a portion of
      the
      assets of such Person and whether or not contingent, (i) every obligation
      of such Person for money borrowed; (ii) every obligation of such Person
      evidenced by bonds, debentures, notes or other similar instruments, including
      obligations incurred in connection with the acquisition of property, assets
      or
      businesses; (iii) every reimbursement obligation of such Person with
      respect to letters of credit, bankers’ acceptances or similar facilities issued
      for the account of such Person; (iv) every obligation of such Person issued
      or assumed as the deferred purchase price of property or services (but excluding
      trade accounts payable or accrued liabilities arising in the ordinary course
      of
      business); (v) every capital lease obligation of such Person; (vi) all
      indebtedness of such Person whether incurred on or prior to the date of this
      Indenture or hereafter incurred, for claims in respect of derivative products
      such as interest and foreign exchange rate contracts, commodity contracts and
      similar arrangements; and (vii) and every obligation of the type referred
      to in clauses (i) through (vi) of another Person and all dividends of
      another Person the payment of which, in either case, such Person has guaranteed
      or is responsible or liable for, directly or indirectly, as obligor or
      otherwise.

     

    “Investment
      Company Act”
shall
      mean the Investment Company Act of 1940, as amended.

     

    “Investment
      Company Event”
shall
      mean the receipt by a Bear Stearns Trust of an Opinion of Counsel (as defined
      in
      the relevant Trust Agreement) experienced in such matters to the effect that,
      as
      a result of the occurrence of a change in law or regulation or a change
      (including any announced proposed change) in interpretation or application
      of
      law or regulation by any legislative body, court, governmental agency or
      regulatory authority, there is more than an insubstantial risk that such Bear
      Stearns Trust is or will be considered an “investment
      company”
that
      is
      required to be registered under the Investment Company Act, which change or
      proposed change becomes effective or would become effective, as the case may
      be,
      on or after the date of the issuance of the Preferred Securities of such Bear
      Stearns Trust.

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

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

     

    “Officers’
      Certificate”
shall
      mean a certificate signed by the Chairman of the Board of Directors, any Vice
      Chairman of the Board of Directors, the President, any Vice Chairman, any
      Executive Vice President, the Chief Operating Officer or the Chief Financial
      Officer of the Company and by the Treasurer or an Assistant Treasurer,
      Controller or the Secretary or an Assistant Secretary of the Company and
      delivered to the Trustee. Each such certificate shall include the statements
      provided for in Section 15.04, if and to the extent required by the
      provisions thereof and will comply with Section 314 of the Trust Indenture
      Act of 1939.

     

    “Opinion
      of Counsel”
shall
      mean an opinion in writing signed by legal counsel, who may be an employee
      of,
      or counsel to, the Company, and who shall be acceptable to the Trustee. Each
      such opinion shall include the statements provided for in Section 15.04, if
      and to the extent required by the provisions thereof and will comply with
      Section 314 of the Trust Indenture Act of 1939.

     

    “Original
      Issue Date”
shall
      mean the first date of issuance of each Security.

     

    “Original
      Issue Discount Security”
shall
      mean any Security which provides for an amount less than the principal amount
      thereof to be due and payable upon declaration pursuant to
      Section 6.01.

     

    “Outstanding,”
when
      used with reference to Securities, shall, subject to the provisions of
      Section 8.04, mean as of any particular time, all Securities authenticated
      and delivered by the Trustee under this Indenture, except:

     

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

     

    (b)           Securities,
      or portions thereof, for the payment or redemption of which moneys in the
      necessary amount shall have been deposited in trust with the Trustee or with
      any
      Paying Agent (other than the Company) or shall have been set aside and
      segregated in trust by the Company (if the Company shall act as its own Paying
      Agent), provided that such Securities shall have reached their Stated Maturity
      or, if such Securities are to be redeemed prior to the maturity thereof, notice
      of such redemption shall have been given as in Article III provided, or
      provision satisfactory to the Trustee shall have been made for giving such
      notice; and

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    (c)           Securities
      in lieu of or in substitution for which other Securities shall have been
      authenticated and delivered or which have been paid pursuant to the terms of
      Section 2.07 unless proof satisfactory to the Trustee is presented that any
      such Securities are held by persons in whose hands any of such Securities is
      a
      valid, binding and legal obligation of the Company.

     

    In
      determining whether the holders of the requisite principal amount of outstanding
      Securities have given any request, demand, authorization, direction, notice,
      consent or waiver hereunder, the principal amount of an Original Issue 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 6.01.

     

    “Paying
      Agent”
shall
      mean the Trustee or any Person authorized by the Company to pay the principal
      or
      interest on any Securities on behalf of the Company.

     

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

     

    “Preferred
      Securities”
shall
      mean undivided beneficial interests in the assets of a Bear Stearns Trust which
      rank pari passu with Common Securities issued by such Bear Stearns Trust;
      provided, however, that upon the occurrence of an Event of Default (as defined
      in the Trust Agreement with respect to such Bear Stearns Trust), the rights
      of
      holders of such Common Securities to payment in respect of distributions and
      payments upon liquidation, redemption and otherwise are subordinated to the
      rights of holders of such Preferred Securities.

     

    “Principal,”
      wherever used with reference to the Securities or any Security or any portion
      thereof, shall be deemed to include “and premium, if any.”

     

    “Property
      Trustee”
shall
      mean, in respect of any Bear Stearns Trust, the commercial bank or trust company
      identified as the “Property
      Trustee”
in
      the
      related Trust Agreement, solely in its capacity as Property Trustee of such
      Bear
      Stearns Trust under such Trust Agreement and not in its individual capacity,
      or
      its successor in interest in such capacity, or any successor property trustee
      appointed as therein provided.

     

    “Ranking
      junior to the Securities”
when
      used with respect to any obligation of the Company shall mean any obligation
      of
      the Company which (a) ranks junior to and not equally with or prior to the
      Securities (or any other obligations of the Company ranking on a parity with
      the
      Securities) in right of payment upon the happening of any event of the kind
      specified in the first sentence of the first paragraph of Section 14.01,
      and (b) is specifically designated as ranking junior to the Securities by
      express provision in the instrument creating or evidencing such
      obligation.

     

    The
      securing of any obligations of the Company, otherwise ranking junior to the
      Securities, shall be deemed to prevent such obligations from constituting
      obligations ranking junior to the Securities.

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    “Ranking
      on a parity with the Securities”
when
      used with respect to any obligation of the Company shall mean any obligation
      of
      the Company which (a) ranks equally with and not prior to the Securities in
      right of payment upon the happening of any event of the kind specified in the
      first sentence of the first paragraph of Section 14.01, and (b) is
      specifically designated as ranking on a parity with the Securities by express
      provision in the instrument creating or evidencing such obligation.

     

    The
      securing of any obligations of the Company, otherwise ranking on a parity with
      the Securities, shall not be deemed to prevent such obligations from
      constituting obligations ranking on a parity with the Securities.

     

    “Register”
shall
      have the meaning specified in Section 2.05.

     

    “Resolution
      of the Company”
shall
      mean a resolution of the Company, in the form of a resolution of the Board
      of
      Directors or any duly authorized committee thereof, or in the form of a
      resolution of senior officers of the Company pursuant to the Bylaws,
      authorizing, ratifying, setting forth or otherwise validating agreements,
      execution and delivery of documents, the issuance, form and terms of securities,
      or any other actions or proceedings pursuant or with respect to this
      Indenture.

     

    “Responsible
      Officer,”
when
      used with respect to the Trustee, shall mean any vice president (whether or
      not
      designated by a number or a word or words added before or after the title “vice
      president”), any assistant secretary, any senior trust officer or trust officer,
      or any other officer of the Trustee customarily performing functions similar
      to
      those performed by the persons who at the time shall be such officers,
      respectively, or to whom any corporate trust matter is referred because of
      his
      knowledge of, and familiarity with, a particular subject.

     

    “Rights
      Plan”
shall
      mean a plan of the Company providing for the issuance by the Company to all
      holders of its Common Stock of rights entitling the holders thereof to subscribe
      for or purchase shares of Common Stock or any class or series of preferred
      stock, which rights (i) are deemed to be transferred with such shares of
      Common Stock, (ii) are not exercisable and (iii) are also issued in
      respect of future issuances of Common Stock, in each case until the occurrence
      of a specified event or events.

     

    “Security”
or
      “Securities”
shall
      mean any security or securities of the Company, as the case may be, without
      regard to series, authenticated and delivered under this Indenture.

     

    “Securityholder,”
      “holder
      of
      Securities,”
      “registered
      holder”
or
      other similar term, shall mean any person who shall at the time be the
      registered holder of any Security or Securities on the Register kept for that
      purpose in accordance with the provisions of this Indenture.

     

    “Senior
      Indebtedness of the Company”
shall
      mean the principal of and premium, if any, and interest, if any (including
      interest accruing on or after the filing of any petition in bankruptcy or for
      reorganization relating to the Company whether or not such claim for
      post-petition interest is allowed in such proceeding), on Indebtedness, whether
      incurred on or prior to the date of the Indenture or thereafter incurred,
      unless, in the instrument creating or evidencing the same or pursuant to which
      the same is outstanding, it is provided that such obligations are not superior
      in right of payment to the Securities or to other Indebtedness which is pari
      passu with, or subordinated to, the Securities; provided, however, that Senior
      Indebtedness shall not be deemed to include (i) any Indebtedness of the
      Company which when incurred and without respect to any election under
      Section 1111(b) of the federal Bankruptcy Code was without recourse to the
      Company, (ii) any Indebtedness of the Company to any of its subsidiaries,
      (iii) Indebtedness to any employee of the Company, (iv) Indebtedness
      which by its terms is subordinated to trade accounts payable or accrued
      liabilities arising in the ordinary course of business to the extent that
      payments made to the holders of such Indebtedness by the holders of the
      Securities as a result of the subordination provisions of the Indenture would
      be
      greater than such payments otherwise would have been as a result of any
      obligation of such holders of such Indebtedness to pay amounts over to the
      obligees on such trade accounts payable or accrued liabilities arising in the
      ordinary course of business as a result of subordination provisions to which
      such Indebtedness is subject, and (v) any other debt securities issued
      pursuant to the Indenture or the Existing Indenture.

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    “Special
      Event”
shall
      mean an Investment Company Event or a Tax Event.

     

    “Special
      Interest”
shall
      mean with respect to any series of Securities any interest designated as Special
      Interest with respect to the Securities of such series as contemplated by
      Section 2.01.

     

    “Stated
      Maturity”
when
      used with respect to any Security or any installment of principal thereof or
      interest thereon shall mean the date specified pursuant to the terms of such
      Security as the date on which the principal of such Security or such installment
      of interest is due and payable.

     

    “Subsidiary”
shall
      mean a Person more than 50% of the outstanding voting stock of which is owned,
      directly or indirectly, by the Company or by one or more other Subsidiaries,
      or
      by the Company and one or more other Subsidiaries. For purposes of this
      definition, “voting
      stock”
means
      stock which ordinarily has voting power for the election of directors, whether
      at all times or only so long as no senior class of stock has such voting power
      by reason of any contingency.

     

    “Tax
      Event”
shall
      mean the receipt by a Bear Stearns Trust of an Opinion of Counsel (as defined
      in
      the relevant Trust Agreement) experienced in such matters to the effect that,
      as
      a result of any amendment to, or change (including any announced prospective
      change) in, the laws (or any regulations thereunder) of the United States or
      any
      political subdivision or taxing authority thereof or therein or as a result
      of
      any official administrative pronouncement or judicial decision, or formal or
      informal administrative pronouncement or guidance, interpreting or applying
      such
      laws or regulations, which amendment or change is effective or which
      pronouncement or decision is announced on or after the date of issuance of
      the
      Preferred Securities of such Bear Stearns Trust, there is more than an
      insubstantial risk that (i) the Bear Stearns Trust is, or will be within 90
      days of the date of such Opinion of Counsel, subject to United States federal
      income tax with respect to income received or accrued on the corresponding
      series of Securities issued by the Company to such Bear Stearns Trust,
      (ii) interest payable by the Company on such corresponding series of
      Securities is not, or within 90 days of the date of such Opinion of Counsel,
      will not be, deductible, in whole or in part, for United States federal income
      tax purposes, or (iii) the Bear Stearns Trust is, or will be within 90 days
      of the date of such Opinion of Counsel, subject to more than a de minimis amount
      of taxes, duties or governmental charges.

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    “Trust
      Agreement”
shall
      mean any Trust Agreement governing any Bear Stearns Trust whether now existing
      or created in the future, relating to the Securities of any series, in each
      case
      as amended from time to time.

     

    “Trustee”
      means The Bank of New York, solely in its capacity as trustee under this
      Indenture and not in its individual capacity, until a successor Trustee shall
      have become such pursuant to the applicable provisions of this Indenture, and,
      thereafter, “Trustee” shall mean or include each Person who is then a Trustee
      hereunder.

     

    “Trust
      Indenture Act of 1939”
shall
      mean the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform
      Act of 1990, as in force at the date as of which this Indenture was originally
      executed.

     

    “Trust
      Securities”
shall
      mean the Common Securities and Preferred Securities of a Bear Stearns
      Trust.

     

    ARTICLE
      II

     

    ISSUE,
      DESCRIPTION, EXECUTION, REGISTRATION OF

    TRANSFER
      AND EXCHANGE OF SECURITIES

     

    
      	 	
              Section
                2.01

            	
              Amount,
                Series and Delivery of Securities.

            


    

     

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

     

    The
      Securities may be issued in one or more series. The terms of each series (which
      terms shall not be inconsistent with the provisions of this Indenture)
      including:

     

    (1)           The
      designation of the Securities of the series (which shall distinguish the
      Securities of the series from all other Securities and which shall include
      the
      words “junior subordinated” or words of like meaning);

     

    (2)           Any
      limit upon the aggregate principal amount of the Securities of the series which
      may be executed, authenticated and delivered under this Indenture; provided,
      however, that nothing contained in this Section or elsewhere in this
      Indenture or in the Securities or in such resolution or in such certificate
      is
      intended to or shall limit execution by the Company or authentication and
      delivery by the Trustee of Securities under the circumstances contemplated
      by
      Sections 2.05, 2.06, 2.07, 3.02, 3.03 and 10.04;

     

    (3)           The
      date or dates (if any) on which the principal of the Securities of the series
      is
      payable;

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    (4)           The
      rate or rates at which the Securities of the series shall bear interest, if
      any,
      including Additional Sums, Additional Interest, Compounded Interest and Special
      Interest, if any, the date or dates from which such interest shall accrue,
      the
      dates on which such interest shall be payable and the record date for the
      interest payable on any interest payment date and any requirement to defer
      the
      payment of interest or the right to defer the payment of interest in accordance
      with Section 2.10;

     

    (5)           The
      place or places where Securities of the series may be presented for payment
      and
      for the other purposes provided in Section 4.02;

     

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

     

    (7)           The
      type or types (if any) of Capital Stock of the Company into which, any period
      or
      periods within which, and any terms and conditions upon which Securities of
      the
      series may be made payable, converted, exchanged in whole or in part, at the
      option of the holder or of the Company;

     

    (8)           If
      other than denominations of $1,000 and any whole multiple thereof, the
      denominations in which Securities of the series shall be issuable;

     

    (9)           If
      other than the principal amount thereof, the portion of the principal amount
      of
      Securities of the series which shall be payable upon declaration of acceleration
      of the maturity thereof pursuant to Section 6.01;

     

    (10)           If
      other than such coin or currency of the United States of America as at the
      time
      of payment is legal tender for payment of public or private debts, the coin
      or
      currency (which may be a composite currency) in which payment of the principal
      of (and premium, if any) and interest, if any, on the Securities of that series
      shall be payable;

     

    (11)           If
      the principal of (and premium, if any) or interest, if any, on the Securities
      of
      that series are to be payable, at the election of the Company or a holder
      thereof, in a coin or currency (including a composite 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;

     

    (12)           If
      the amounts of payments of principal of (and premium, if any) or interest,
      if
      any, on the Securities of the series may be determined with reference to an
      index based on a coin or currency (including a composite currency) other than
      that in which the Securities are stated to be payable, the manner in which
      such
      amounts shall be determined;

     

    (13)           If
      the Securities of the series are payable at maturity or upon earlier redemption
      in Capital Stock, the terms and conditions upon which such payment shall be
      made;

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    (14)           The
      person or persons who shall be registrar for the Securities of the series,
      and
      the place or places where the Register of the Securities of the series shall
      be
      kept;

     

    (15)           Any
      additions, modifications or deletions in the Events of Default or covenants
      of
      the Company set forth herein with respect to the Securities of a particular
      series;

     

    (16)           Whether
      any Securities of the series are to be issuable in global form with or without
      coupons, and, if so, the Depositary for such global Securities and whether
      beneficial owners of interests in any such global Security may exchange such
      interests for definitive Securities of such series and of like tenor of any
      authorized form and denomination and the circumstances under which, and the
      place or places where, any such exchanges may occur, if other than in the manner
      provided in Section 2.05;

     

    (17)           The
      form of Trust Agreement and Bear Stearns Guarantee, if applicable;

     

    (18)           If
      applicable, the relative degree to which Securities of the series shall be
      senior to or be subordinated to other series of such Securities or other
      indebtedness of the Company in right of payment, whether such other series
      of
      Securities or other indebtedness are outstanding or not; 

     

    (19)           Whether
      the Securities of the series are to be issued pursuant to an exemption from
      registration under the Securities Act; 

     

    (20)           The
      terms of any right to convert or exchange the Securities of the series into
      any
      other securities or property of the Company, and the additions or changes,
      if
      any, to this Indenture with respect to the Securities of such series to permit
      or facilitate such conversion or exchange; and 

     

    (21)           The
      method of computation of interest, if interest on the Securities shall be
      computed other than on the basis of a 360 day year comprising of twelve 30-day
      months, and

     

    (22)           Any
      other terms of the series (which terms shall not be inconsistent with the
      provisions of this Indenture);

     

    or
      in any
      case, the method for determining such terms, the persons authorized to determine
      such terms and the limits, if any, within which any such determination of such
      terms is to be made shall either be established in or pursuant to a Resolution
      of the Company and set forth in an Officers’ Certificate, or set forth in one or
      more indentures supplemental hereto, prior to the issuance of Securities of
      any
      series.

     

    The
      Securities of all series shall be subordinate to Senior Indebtedness of the
      Company as provided in Article XIV. The applicable Officers’ Certificate or
      supplemental indenture may provide that Securities of any particular series
      may
      be issued at various times, with different dates on which the principal or
      any
      installment of principal is payable, with different rates of interest, if any,
      or different methods by which interest may be determined, with different dates
      from which such interest shall accrue, with different dates on which such
      interest may be payable or with any different terms other than Events of Default
      but all such Securities of a particular series shall for all purposes under
      this
      Indenture including, but not limited to, voting and Events of Default, be
      treated as Securities of a single series.

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

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

     

    At
      any
      time and from time to time after the execution and delivery of this Indenture,
      the Company may deliver Securities of any series executed by the Company to
      the
      Trustee for authentication by it, and the Trustee shall thereupon authenticate
      and deliver said Securities to or upon the written order of the Company, signed
      by its Chairman of the Board, any Vice Chairman of the Board, its President,
      any
      Vice Chairman, any Executive Vice President, the Chief Operating Officer or
      the
      Chief Financial Officer of the Company, and by its Treasurer or an Assistant
      Treasurer, Controller or its Secretary or an Assistant Secretary, without any
      further corporate action by the Company. If the form or terms of the Securities
      of the series have been established in or pursuant to one or more Resolutions
      of
      the Company and set forth in an Officers’ Certificate or set forth in one or
      more indentures supplemental hereto, as permitted by this Section and
      Section 2.02, in authenticating such Securities, and accepting the
      additional responsibilities under this Indenture in relation to such Securities,
      the Trustee shall be entitled to receive, and (subject to Section 7.01)
      shall be fully protected in relying upon:

     

    (a)           an
      Opinion of Counsel stating:

     

    (i)           If
      the form or terms of such Securities have been established by or pursuant to
      Resolutions of the Company as permitted by Section 2.02 and set forth in an
      Officers’ Certificate, that such form and terms have been established in
      conformity with the provisions of this Indenture;

     

    (ii)           If
      the form or terms of such Securities have been established by or pursuant to
      a
      Resolution of the Company and set forth in one or more indentures supplemental
      hereto as permitted by Section 2.02, that such form and terms have been
      established in conformity with the provisions of this Indenture;

     

    (iii)           That
      such Securities, when authenticated and delivered by the Trustee and issued
      by
      the Company in the manner and subject to any conditions specified in such
      Opinion of Counsel, will constitute legal, valid and binding obligations of
      the
      Company, enforceable in accordance with their terms, entitled to the benefits
      of
      the Indenture, subject to bankruptcy, insolvency, reorganization and other
      laws
      of general applicability relating to or affecting the enforcement of creditors’
rights and to general equity principles;

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    (iv)           If
      the form or terms of such Securities provide for the conversion of such
      Securities into shares of Capital Stock of the Company, or the payment in
      Capital Stock upon maturity or earlier redemption of the Securities, that the
      Company has reserved a number of shares of Capital Stock sufficient for issuance
      upon such conversion or payment, and such shares of Capital Stock are fully
      paid
      and nonassessable; and

     

    (v)           Such
      other matters as the Trustee may reasonably request.

     

    (b)           An
      Officers’ Certificate setting forth the form and terms of the Securities of such
      series pursuant to Section 2.01 and Section 2.02 hereof (but only if
      the form and terms of the Securities of such series are not set forth in one
      or
      more supplemental indentures hereto) and stating that all conditions precedent
      provided for in this Indenture relating to the authentication and delivery
      of
      such Securities have been complied with, that no Event of Default with respect
      to any series of Securities has occurred and is continuing and that the issuance
      of such Securities is not and will not result in (i) an Event of Default or
      an event or condition which, upon the giving of notice (or the acquisition
      of
      knowledge) or the lapse of time or both, would become an Event of Default or
      (ii) a default under the provisions of any other instrument or agreement by
      which the Company is bound.

     

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

     

    If
      all
      the Securities of any series are not to be issued at one time, it shall not
      be
      necessary to deliver either an Opinion of Counsel or an Officers’ Certificate at
      the time of issuance of each Security, provided that such Opinion of Counsel
      and
      Officers’ Certificate, with appropriate modifications, are instead delivered at
      or prior to the time of issuance of the first Security of such series and such
      Officers’ Certificate or Opinion of Counsel covers such subsequent
      issuances.

     

    Each
      Security shall be dated the date of its authentication.

     

    
      	 	
              Section
                2.02

            	
              Form
                of Securities and Trustee’s Certificate.

            


    

     

    The
      Securities of each series shall be substantially of the tenor and purport as
      shall be authorized in or pursuant to a Resolution of the Company and set forth
      in an Officers’ Certificate or set forth in an indenture or indentures
      supplemental hereto in each case with such appropriate insertions, omissions,
      substitutions and other variations as are required or permitted by this
      Indenture, and may have such letters, numbers or other marks of identification
      or designation and such legends or endorsements thereon as the Company may
      deem
      appropriate and as are not inconsistent with the provisions of this Indenture,
      or as may be required to comply with any law or with any rule or regulation
      made
      pursuant thereto or with any rule or regulation of any stock exchange on which
      the Securities may be listed, or to conform to usage. If the form of Securities
      of any series is authorized by action taken pursuant to a Resolution of the
      Company, a copy of an appropriate record of such action shall be certified
      by
      the Secretary or an Assistant Secretary of the Company and delivered to the
      Trustee at or prior to the delivery of the Officers’ Certificate contemplated by
      Section 2.01 setting forth the terms of the series.

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    The
      Securities may be printed, lithographed or fully or partly
      engraved.

     

    The
      Trustee’s certificate of authentication shall be in substantially 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,
as
      Trustee

     

    By  
      ________________________
Authorized
      Officer”

     

    If
      Securities of a series are issuable in global form, as specified pursuant to
      Section 2.01, then, notwithstanding clause (8) of Section 2.01 and the
      provisions of Section 2.03, such Security shall represent such of the
      outstanding Securities of such series as shall be specified therein and may
      provide that it shall represent the aggregate amount of outstanding Securities
      from time to time endorsed thereon and that the aggregate amount of outstanding
      Securities represented thereby may from time to time be reduced to reflect
      exchanges. Any endorsement of a Security in global form to reflect the amount,
      or any increase or decrease in the amount, of outstanding Securities represented
      thereby shall be made by the Trustee in such manner and upon instructions given
      by such person or persons as shall be specified in such Security or by the
      Company. Subject to the provisions of Section 2.04 and, if applicable,
      Section 2.06, the Trustee shall deliver and redeliver any Security in
      global form in the manner and upon written instructions given by the person
      or
      persons specified in such Security or by the Company. Any instructions by the
      Company with respect to endorsement or delivery or redelivery of a Security
      in
      global form after the original issuance of the Securities of such series shall
      be in writing but need not comply with Section 16.04 and need not be
      accompanied by an Opinion of Counsel.

     

    Unless
      otherwise specified pursuant to Section 2.01, payment of principal of and
      any premium and any interest on any Security in global form shall be made to
      the
      person or persons specified therein.

     

    The
      owners of beneficial interests in any global Security shall have no rights
      under
      this Indenture with respect to any global Security held on their behalf by
      a
      Depositary, and such Depositary may be treated by the Company, the Trustee,
      and
      any agent of the Company or the Trustee as the sole holder and owner of such
      global Security for all purposes whatsoever. Notwithstanding the foregoing,
      nothing herein shall prevent the Company, the Trustee or any agent of the
      Company or the Trustee from giving effect to any written certification, proxy
      or
      other authorization furnished by a Depositary, or impair, as between a
      Depositary and its participants in any global Security, the operation of
      customary practices governing the exercise of the rights of a holder of a
      Security of any series, including, without limitation, the granting of proxies
      or other authorization of participants to give or take any request, demand,
      authorization, direction, notice, consent, waiver or other action that a holder
      is entitled to give or take under this Indenture.

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    Neither
      the Company, the Trustee nor any Authenticating Agent will have any
      responsibility or liability for any aspect of the records relating to or
      payments made on account of beneficial ownership interests of a global Security
      or for maintaining, supervising or reviewing any records relating to such
      beneficial ownership interests.

     

    Each
      Depositary designated pursuant to Section 2.01 for a global Security must,
      at the time of its designation and at all times while it serves as Depositary,
      be a clearing agency registered under the Securities Exchange Act of 1934,
      as
      amended, and any other applicable statute or regulation.

     

    
      	 	
              Section
                2.03

            	
              Denominations
                of and Payment of Interest on Securities.

            


    

     

    The
      Securities of each series shall be issuable as fully registered Securities
      without coupons in such denominations as shall be specified as contemplated
      by
      Section 2.01. In the absence of any such provisions with respect to the
      Securities of any series, the Securities of such series shall be issuable in
      denominations of $1,000 and integral multiples of $1,000 in excess
      thereof.

     

    If
      the
      Securities of any series shall bear interest, each Security of such series
      shall
      bear interest from the applicable date at the rate or rates per annum, and
      such
      interest shall be payable on the dates, specified on, or determined in the
      manner provided for in, the Security. The person in whose name any Security
      is
      registered at the close of business on any record date (as hereinbelow defined)
      for the Security with respect to any interest payment date for such Security
      shall be entitled to receive the interest payable thereon on such interest
      payment date notwithstanding the cancellation of such Security upon any
      registration of transfer, exchange or conversion thereof subsequent to such
      record date and prior to such interest payment date, unless such Security shall
      have been called for redemption on a date fixed for redemption subsequent to
      such record date and prior to such interest payment date, or unless the Company
      shall default in the payment of interest due on such interest payment date
      on
      such Security, in which case such defaulted interest shall be paid to the person
      in whose name such Security (or any Security or Securities issued upon
      registration of or exchange thereof) is registered at the close of business
      on
      the record date for the payment of such defaulted interest, or except as
      otherwise specified as contemplated by Section 2.01. The term “record date”
as used in this Section with respect to any regular interest payment date
      for any Security shall mean such day or days as shall be specified as
      contemplated by Section 2.01; provided, however, that in the absence of any
      such provisions with respect to any Security, such term shall mean: (1) the
      last
      day of the calendar month next preceding such interest payment date if such
      interest payment date is the fifteenth day of a calendar month; or (2) the
      fifteenth day of the calendar month next preceding such interest payment date
      if
      such interest payment date is the first day of a calendar month; provided,
      further, that (except as otherwise specified as contemplated by
      Section 2.01) if the day which would be the record date as provided herein
      is not a Business Day, then it shall mean the Business Day next preceding such
      day. Such term, as used in this Section, with respect to the payment of any
      defaulted interest on any Security shall mean (except as otherwise specified
      as
      contemplated by Section 2.01) the fifth day next preceding the date fixed
      by the Company for the payment of defaulted interest, established by notice
      given by first class mail by or on behalf of the Company to the holder of such
      Security not less than 10 days preceding such record date, or, if such fifth
      day
      is not a Business Day, the Business Day next preceding such fifth
      day.

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Section
                2.04

            	
              Execution
                of Securities.

            


    

     

    The
      Securities shall be signed on behalf of the Company, manually or in facsimile,
      by its Chairman of the Board or any Vice Chairman of the Board, or its President
      or any Vice Chairman or any Executive Vice President, the Chief Operating
      Officer or the Chief Financial Officer of the Company and by its Treasurer
      or an
      Assistant Treasurer, the Controller or its Secretary or an Assistant Secretary
      under its corporate seal, which may be affixed thereto or printed, engraved
      or
      otherwise reproduced thereon, by facsimile or otherwise. Only such Securities
      as
      shall bear thereon a certificate of authentication substantially in the form
      recited herein, executed by or on behalf of the Trustee manually by an
      authorized officer, shall be entitled to the benefits of this Indenture or
      be
      valid or obligatory for any purpose. Such certificate by the Trustee upon any
      Security executed by the Company shall be conclusive evidence that the Security
      so authenticated has been duly authenticated and delivered hereunder and that
      the holder is entitled to the benefits of this Indenture. Typographical or
      other
      errors or defects in the seal or facsimile signature on any Security or in
      the
      text thereof shall not affect the validity or enforceability of such Security
      if
      it has been duly authenticated and delivered by the Trustee.

     

    In
      case
      any officer of the Company who shall have signed any of the Securities, manually
      or in facsimile, shall cease to be such officer before the Securities so signed
      shall have been authenticated and delivered by the Trustee, or disposed of
      by
      the Company, such Securities nevertheless may be authenticated and delivered
      or
      disposed of as though the person who signed such Securities had not ceased
      to be
      such officer of the Company; and any Security may be signed on behalf of the
      Company, manually or in facsimile, by such persons as, at the actual date of
      the
      execution of such Security, shall be the proper officers of the Company,
      although at the date of the execution of this Indenture any such person was
      not
      such officer.

     

    
      	 	
              Section
                2.05

            	
              Registration,
                Transfer and Exchange of Securities.

            


    

     

    Securities
      of any series (other than a global Security, except as set forth below) may
      be
      exchanged for a like aggregate principal amount of Securities of the same series
      of the same tenor and terms of other authorized denominations. Securities to
      be
      exchanged shall be surrendered at the offices or agencies to be maintained
      by
      the Company in accordance with the provisions of Section 4.02 and the
      Company shall execute and, upon the Company’s written request, the Trustee shall
      authenticate and deliver, or cause to be authenticated and delivered, in
      exchange therefor the Security or Securities which the Securityholder making
      the
      exchange shall be entitled to receive.

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    The
      Company shall keep, at one of the offices or agencies to be maintained by the
      Company in accordance with the provisions of Section 4.02 with respect to
      the Securities of each series, a Register (herein defined as the “Register”)
      in
      which, subject to such reasonable regulations as it may prescribe, the Company
      shall register the Securities of such series and the transfer of Securities
      of
      such series as in this Article provided. Such Register shall be in written
      form
      or in any other form capable of being converted into written form within a
      reasonable time. At all reasonable times the Register shall be open for
      inspection by the Trustee and any registrar of the Securities of such series
      other than the Trustee. Upon due presentment for registration of transfer of
      any
      Security of any series at the offices or agencies of the Company to be
      maintained by the Company in accordance with Section 4.02 with respect to
      the Securities of such series, the Company shall execute and register and,
      upon
      the Company’s written request, the Trustee shall authenticate and deliver in the
      name of the transferee or transferees a new Security or Securities of the same
      series of like tenor and terms for a like aggregate principal amount of
      authorized denominations.

     

    Every
      Security issued upon registration of transfer or exchange of Securities pursuant
      to this Section shall be the valid obligation of the Company, evidencing
      the same debt, and entitled to the same benefits under this Indenture, as the
      Security or Securities surrendered upon registration of such transfer or
      exchange.

     

    All
      Securities of any series presented or surrendered for exchange, registration
      of
      transfer, redemption, conversion or payment shall, if so required by the Company
      or any registrar of the Securities of such series, be accompanied by a written
      instrument or instruments of transfer, in form satisfactory to the Company
      and
      such registrar, duly executed by the registered holder or by his attorney duly
      authorized in writing.

     

    No
      service charge shall be made for any exchange or registration of transfer of
      Securities, but the Company may require payment of a sum sufficient by the
      holders of the Securities to cover any tax or other governmental charge that
      may
      be imposed in relation thereto.

     

    The
      Company shall not be required to exchange or register the transfer of (a) any
      Securities of any series during a period beginning at the opening of business
      fifteen days before the day of the mailing of a notice of redemption of
      outstanding Securities of such series and ending at the close of business on
      the
      day of such mailing, or (b) any Securities or portions thereof called or
      selected for redemption, except, in the case of Securities called for redemption
      in part, the portion thereof not so called for redemption.

     

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

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      the foregoing, except as otherwise specified pursuant to Section 2.01, any
      global Security shall be exchangeable pursuant to this Section only as
      provided in this paragraph. If at any time the Depositary for the Securities
      of
      a series notifies the Company that it is unwilling or unable to continue as
      Depositary for the Securities of such series, or if at any time the Depositary
      for the Securities of such series shall no longer be eligible to so act, the
      Company shall appoint a successor Depositary with respect to the Securities
      of
      such series. If (a) a successor Depositary for the Securities of such series
      is
      not appointed by the Company within 90 days after the Company receives such
      notice or becomes aware of such ineligibility (thereby automatically making
      the
      Company’s election pursuant to Section 2.01 no longer effective with
      respect to the Securities of such series), (b) the beneficial owners of
      interests in a global Security are entitled to exchange such interests for
      Securities of such series and of the same tenor and terms, as specified pursuant
      to Section 2.01, or (c) the Company in its sole discretion determines that
      the Securities of any series issued in the form of one or more global Securities
      shall no longer be represented by such global Security or Securities, then
      without unnecessary delay, but, if appropriate, in any event not later than
      the
      earliest date on which such interest may be so exchanged, the Company shall
      deliver to the Trustee definitive Securities in aggregate principal amount
      equal
      to the principal amount of such global Security, executed by the Company. On
      or
      after the earliest date on which such interests are or may be so exchanged,
      such
      global Security shall be surrendered by the Depositary to the Trustee, as the
      Company’s agent for such purpose, to be exchanged, in whole or from time to time
      in part, for definitive Securities upon payment by the beneficial owners of
      such
      interest, at the option of the Company, of a service charge for such exchange
      and of a proportionate share of the cost of printing such definitive Securities,
      and the Trustee shall authenticate and deliver, upon the Company’s written
      request, (a) to each person specified by the Depositary in exchange for each
      portion of such global Security, an equal aggregate principal amount of
      definitive Securities of the same series of authorized denominations and of
      the
      same tenor and terms as the portion of such global Security to be exchanged,
      and
      (b) to such Depositary a global Security in a denomination equal to the
      difference, if any, between the principal amount of the surrendered global
      Security and the aggregate principal amount of definitive Securities delivered
      to holders thereof; provided, however, that no such exchanges may occur during
      a
      period beginning at the opening of business 15 Business Days before any
      selection of Securities of that series to be redeemed and ending on the relevant
      redemption date. If a Security is issued in exchange for any portion of a global
      Security after the close of business at the office or agency where such exchange
      occurs on (i) any record date and before the opening of business at such
      office or agency on the relevant interest payment date, or (ii) any record
      date for the payment of defaulted interest and before the opening of business
      at
      such office or agency on the related proposed date for payment of defaulted
      interest, then interest or defaulted interest, as the case may be, will not
      be
      payable on such interest payment date or proposed date for payment of defaulted
      interest, as the case may be, in respect of such Security, but will be payable
      on such interest payment date or proposed date for payment of defaulted
      interest, as the case may be, only to the person to whom interest in respect
      of
      such portion of such global Security is payable in accordance with the
      provisions of this Indenture and such global Security.

     

    
      	 	
              Section
                2.06

            	
              Temporary
                Securities.

            


    

     

    Pending
      the preparation of definitive Securities of any series, the Company may execute
      and the Trustee shall authenticate and deliver, upon the Company’s written
      request, temporary Securities of such series (printed or lithographed) of any
      denomination and substantially in the form of the definitive Securities of
      such
      series, but with or without a recital of specific redemption prices or
      conversion provisions and with such omissions, insertions and variations as
      may
      be appropriate for temporary Securities, all as may be determined by the Company
      and acceptable to the Trustee. Temporary Securities may contain such reference
      to any provisions of this Indenture as may be appropriate. Every such temporary
      Security shall be authenticated by the Trustee upon the same conditions and
      in
      substantially the same manner, and with the same effect, as the definitive
      Securities. Without unreasonable delay the Company will execute and deliver
      to
      the Trustee definitive Securities of such series and thereupon any or all
      temporary Securities of such series may be surrendered in exchange therefor,
      at
      the offices or agencies to be maintained by the Company as provided in
      Section 4.02 with respect to the Securities of such series, and, upon the
      Company’s written request, the Trustee shall authenticate and deliver in
      exchange for such temporary Securities an equal aggregate principal amount
      of
      definitive Securities of such series. Until so exchanged, the temporary
      Securities of any series shall in all respects be entitled to the same benefits
      under this Indenture as definitive Securities of such series authenticated
      and
      delivered hereunder.

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Section
                2.07

            	
              Mutilated,
                Destroyed, Lost or Stolen Securities.

            


    

     

    In
      case
      any temporary or definitive Security shall become mutilated or be destroyed,
      lost or stolen, the Company, in the case of any mutilated Security shall, and
      in
      the case of any destroyed, lost or stolen Security in its discretion may,
      execute, and upon its request the Trustee shall, upon the Company’s written
      request, authenticate and deliver, or cause to be authenticated and delivered,
      a
      new Security of the same series of like tenor and terms in exchange and
      substitution for the mutilated Security, or in lieu of and in substitution
      for
      the Security so destroyed, lost or stolen. In case any such Security shall
      have
      matured or shall be about to mature, instead of issuing a substituted Security,
      the Company may pay or authorize payment of the same (without surrender thereof,
      except in the case of a mutilated Security). In every case the applicant for
      a
      substituted Security or for such payment shall furnish to the Company and the
      Trustee such security or indemnity as may be required by them to save each
      of
      them harmless, and, in every case of destruction, loss or theft, the applicant
      shall also furnish to the Company and to the Trustee evidence to their
      satisfaction of the destruction, loss or theft of such Security and of the
      ownership thereof. The Trustee may authenticate any such substituted Security
      and deliver the same, or the Trustee or any paying agent of the Company may
      make
      any such payment, upon the written request or written authorization of any
      officer of the Company. Upon the issue of any substituted Security, the Company
      may require the payment of a sum sufficient to cover any tax or other
      governmental charge that may be imposed in relation thereto and any other
      expenses connected therewith (including the fees and expenses of the
      Trustee).

     

    To
      the
      extent permitted by mandatory provisions of law, every substituted Security
      issued pursuant to the provisions of this Section in substitution for any
      destroyed, lost or stolen Security shall constitute an additional contractual
      obligation of the Company, whether or not the destroyed, lost or stolen Security
      shall be found at any time, and shall be entitled to all the benefits of this
      Indenture equally and proportionately with any and all other Securities of
      the
      same series duly issued hereunder.

     

    To
      the
      full extent legally enforceable, all Securities shall be held and owned upon
      the
      express condition that the foregoing provisions are exclusive with respect
      to
      the replacement or payment of mutilated, destroyed, lost or stolen Securities
      and shall preclude any and all other rights or remedies notwithstanding any
      law
      or statute existing or hereafter enacted to the contrary with respect to the
      replacement or payment of negotiable instruments or other securities without
      their surrender.

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Section
                2.08

            	
              Cancellation
                and Destruction of Surrendered Securities.

            


    

     

    All
      Securities surrendered for the purpose of payment, redemption, conversion,
      exchange, substitution or registration of transfer, shall, if surrendered to
      the
      Company or any agent of the Company or of the Trustee, be delivered to the
      Trustee, and the same, together with Securities surrendered to the Trustee
      for
      cancellation, shall be canceled by it, and no Securities shall be issued in
      lieu
      thereof except as expressly permitted by any of the provisions of this
      Indenture. The Trustee shall dispose of canceled Securities in accordance with
      its customary procedures and deliver a certificate of disposition thereof to
      the
      Company unless by an Officers’ Certificate the Company shall direct that
      canceled Securities be returned to it. If the Company shall purchase or
      otherwise acquire any of the Securities, however, such purchase or acquisition
      shall not operate as a payment, redemption or satisfaction of the Indebtedness
      represented by such Securities unless and until the Company, at its option,
      shall deliver or surrender the same to the Trustee for
      cancellation.

     

    
      	 	
              Section
                2.09

            	
              Authenticating
                Agents.

            


    

     

    The
      Trustee may from time to time appoint one or more Authenticating Agents with
      respect to one or more series of Securities, which shall be authorized to act
      on
      behalf of the Trustee and subject to its direction in authenticating and
      delivering Securities of such series pursuant hereto in connection with
      exchanges, registrations of transfer, redemptions and conversions as fully
      to
      all intents and purposes as though any such Authenticating Agent had been
      expressly authorized to execute and deliver Securities of such series, and
      Securities so authenticated shall be entitled to the benefits of this Indenture
      and shall be valid and obligatory for all purposes as though authenticated
      by
      the Trustee. Wherever reference is made in this Indenture to the authentication
      or delivery of Securities by the Trustee or the Trustee’s certificate of
      authentication, such reference shall be deemed to include authentication or
      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 at all times be a Person (including a banking
      association) organized and doing business under the laws of the United States
      or
      any State or territory thereof or of the District of Columbia, having a combined
      capital and surplus of at least five million dollars, authorized under such
      laws
      to exercise corporate trust powers and subject to supervision or examination
      by
      federal, state, territorial, or District of Columbia authorities. If such Person
      publishes reports of condition at least annually, pursuant to law or to the
      requirements of the aforesaid 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 an Authenticating Agent
      shall cease to be eligible in accordance with the provisions of this Section,
      it
      shall resign immediately in the manner and with the effect herein specified
      in
      this Section.

     

    Any
      Person succeeding to the corporate agency business of an Authenticating Agent
      shall continue to be an Authenticating Agent, if such successor corporation
      is
      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
      or such successor corporation.

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    Any
      Authenticating Agent may at any time resign by giving written notice of
      resignation to the Trustee and to the Company. The Trustee may at any time
      terminate the agency of an Authenticating Agent by giving written notice of
      termination to such Authenticating Agent and to the Company. Upon receiving
      such
      a notice of resignation or upon such a termination, or in case at any time
      an
      Authenticating Agent shall cease to be eligible in accordance with the
      provisions of this Section, the Trustee may, or at the request of the Company
      promptly shall, appoint a successor Authenticating Agent. 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 herein. 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.

     

    Any
      Authenticating Agent by the acceptance of its appointment shall be deemed to
      have agreed with the Trustee that: it will perform and carry out the duties
      of
      an Authenticating Agent as herein set forth, including among other things the
      duties to authenticate and deliver Securities of any series for which it has
      been appointed an Authenticating Agent it will furnish from time to time as
      requested by the Trustee appropriate records of all transactions carried out
      by
      it as Authenticating Agent and will furnish the Trustee such other information
      and reports as the Trustee may reasonably require; it is eligible for
      appointment as Authenticating Agent under this Section and will notify the
      Trustee promptly if it shall cease to be so qualified; and it will indemnify
      the
      Trustee against any loss, liability or expense incurred by the Trustee and
      will
      defend any claim asserted against the Trustee by reason of any acts or failures
      to act of the Authenticating Agent but it shall have no liability for any action
      taken by it at the specific written direction of the Trustee.

     

    
      	 	
              Section
                2.10

            	
              Deferrals
                of Interest Payment Dates.

            


    

     

    If
      specified as contemplated by Section 2.01 or Section 2.02 with respect
      to the Securities of a particular series, so long as no Event of Default has
      occurred and is continuing, the Company shall have the right, at any time during
      the term of such series, from time to time to defer the payment of interest
      on
      such Securities for such period or periods as may be specified as contemplated
      by Section 2.01 (each, an “Extension
      Period”)
      during
      which Extension Periods the Company shall have the right to make partial
      payments of interest on any interest payment date. No Extension Period shall
      end
      on a date other than an interest payment date. At the end of any such Extension
      Period the Company shall pay all interest then accrued and unpaid on the
      Securities (together with Additional Sums, Additional Interest, Compounded
      Interest and Special Interest thereon, if any, at the rate specified for the
      Securities of such series to the extent permitted by applicable law); provided,
      however, that no Extension Period shall extend beyond the Stated Maturity of
      the
      principal of the Securities of such series; provided, further, that during
      any
      such Extension Period, the Company shall not, and shall not permit any
      Subsidiary of the Company to, (i) declare or pay any dividends or
      distributions on, or redeem, purchase, acquire or make a liquidation payment
      with respect to, any shares of the Company’s capital stock (which includes
      common and preferred stock), or (ii) make any payment of principal of or
      interest or premium, if any, on or repay, repurchase or redeem any debt
      securities of the Company that rank pari passu with or junior in interest to
      the
      Securities of such series or make any guarantee payments with respect to any
      Bear Stearns Guarantee or other guarantee by the Company of the debt securities
      of any Subsidiary of the Company that by their terms rank pari passu with or
      junior in interest to the Securities of such series (other than (a) dividends
      or
      distributions in capital stock of the Company; (b) any declaration of a dividend
      in connection with the implementation of a Rights Plan, or the issuance of
      capital stock of the Company under any Rights Plan, or the redemption or
      repurchase of any rights distributed pursuant to a Rights Plan; (c) payments
      under any Bear Stearns Guarantee (as defined herein); and (d) purchases of
      common stock related to the issuance of common stock or rights under any of
      the
      Company’s benefit plans for its directors, officers or employees). Prior to the
      termination of any such Extension Period, the Company may further extend the
      interest payment period, provided that no Extension Period shall exceed the
      period or periods specified in such Securities or extend beyond the Stated
      Maturity of the principal of such Securities. Upon termination of any Extension
      Period and upon the payment of all accrued and unpaid interest and any
      Additional Sums, Additional Interest, Compounded Interest and Special Interest
      then due on any interest payment date, the Company may elect to begin a new
      Extension Period, subject to the above requirements. No interest shall be due
      and payable during an Extension Period, except at the end thereof. The Company
      shall give the Trustee notice of its election to begin or extend any such
      Extension Period at least five Business Days prior to the next succeeding
      interest payment date on which interest on Securities of such series would
      be
      payable but for such deferral or, with respect to the Securities of a series
      issued to a Bear Stearns Trust so long as such Securities are held by such
      Bear
      Stearns Trust prior to the earlier of (i) the next succeeding date on which
      Distributions on the Preferred Securities of such Bear Stearns Trust would
      be
      payable but for such deferral, or (ii) the date the Property Trustee of
      such Bear Stearns Trust is required to give notice to any securities exchange
      or
      other applicable self-regulatory organization or to holders of such Preferred
      Securities of the record date or the date such Distributions are payable, but
      in
      any event not less than five Business Days prior to such record
      date.

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    The
      Trustee shall promptly give notice of the Company’s election to begin any such
      Extension Period to the holders of the outstanding Securities of such
      series.

     

    
      	 	
              Section
                2.11

            	
              Right
                of Set-Off.

            


    

     

    With
      respect to the Securities of a series issued to a Bear Stearns Trust
      notwithstanding anything to the contrary in the Indenture, the Company shall
      have the right to set-off any payment it is otherwise required to make
      thereunder in respect of any such Security to the extent the Company has
      theretofore made, or is concurrently on the date of such payment making, a
      payment under the Bear Stearns Guarantee relating to such Security or under
      Section 6.05 of the Indenture.

     

    
      	 	
              Section
                2.12

            	
              Agreed
                Tax Treatment.

            


    

     

    The
      Company will treat and, by its acceptance of a Security or a beneficial interest
      therein, the holder of, and any Person that acquires a beneficial interest
      in
      the Security agrees to treat the Securities as indebtedness of the Company,
      and
      the amounts, other than payments of principal, payable in respect of the
      principal amount of such Securities as interest, for all U.S. federal, state,
      and local income tax purposes, unless otherwise required by law and the Trust
      Securities (including but not limited to all payments and proceeds with respect
      to the Trust Securities) as an undivided beneficial ownership interest in the
      Securities (and any other Bear Stearns Trust property) (and payment and proceeds
      therefrom, respectively) for United States federal, state and local income
      and
      franchise tax purposes, and will take no action inconsistent with this treatment
      unless otherwise required by law. The provisions of this Indenture shall be
      interpreted to further this intention and agreement of the parties.

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      III


     

    REDEMPTION
      OF SECURITIES

     

    
      	 	
              Section
                3.01

            	
              Applicability
                of Article.

            


    

     

    Securities
      of any series which are redeemable prior to Stated Maturity shall be redeemable
      in accordance with their terms and (except as otherwise specified as
      contemplated by Section 2.01 for Securities of any series) in accordance
      with this Article.

     

    
      	 	
              Section
                3.02

            	
              Mailing
                of Notice of Redemption.

            


    

     

    In
      case
      the Company shall desire to exercise any right to redeem all or, as the case
      may
      be, any part of the Securities of any series pursuant to this Indenture, it
      shall give notice of such redemption to holders of the Securities to be redeemed
      as hereinafter in this Section provided.

     

    The
      Company covenants that it will pay to the Trustee or one or more paying agents,
      on or before the Business Day next preceding the date fixed for each redemption
      of Securities, a sum in cash sufficient to redeem on the redemption date all
      the
      Securities so called for redemption at the applicable redemption price, together
      with any accrued interest on the Securities to be redeemed to the date fixed
      for
      redemption.

     

    Notice
      of
      redemption shall be given to the holders of Securities to be redeemed as a
      whole
      or in part by mailing by first class mail, postage prepaid, a notice of such
      redemption not less than 30 nor more than 60 days prior to the date fixed for
      redemption to their last addresses as they shall appear upon the Register,
      but
      failure to give such notice by mailing in the manner herein provided to the
      holder of any Security designated for redemption as a whole or in part, or
      any
      defect therein, shall not affect the validity of the proceedings for the
      redemption of any other Security.

     

    Any
      notice which is mailed in the manner herein provided shall be conclusively
      presumed to have been duly given, whether or not the holder receives the
      notice.

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    Each
      such
      notice of redemption shall specify the date fixed for redemption and the
      redemption price at which Securities are to be redeemed or if the redemption
      price cannot be calculated prior to the time the notice is required to be given,
      the manner of calculation thereof, and shall state that payment of the
      redemption price of the Securities or portions thereof to be redeemed will
      be
      made at any of the offices or agencies to be maintained by the Company in
      accordance with the provisions of Section 4.02 with respect to the
      Securities to be redeemed, upon presentation and surrender of such Securities
      or
      portions thereof, and that, if applicable, interest accrued to the date fixed
      for redemption will be paid as specified in said notice and on and after said
      date interest thereon will cease to accrue. If less than all the Securities
      of
      any series are to be redeemed, the notice of redemption to each holder shall
      specify such holder’s Securities of such series to be redeemed as a whole or in
      part. In case any Security is to be redeemed in part only, the notice which
      relates to such Security shall state the portion of the principal amount thereof
      to be redeemed (which shall be equal to the minimum authorized denomination
      for
      Securities of such series or any whole multiple thereof), and shall state that
      on and after the redemption date, upon surrender of such Security, the holder
      will receive the redemption price in respect to the principal amount thereof
      called for redemption and, without charge, a new Security or Securities of
      the
      same series of authorized denominations for the principal amount thereof
      remaining unredeemed.

     

    In
      the
      case of any redemption at the election of the Company, the Company shall, in
      writing and at least 60 days prior to the date fixed for redemption (unless
      a
      shorter notice shall be satisfactory to the Trustee), notify the Trustee of
      such
      redemption date, the basis for such redemption and of the principal amount
      of
      Securities of the applicable series to be redeemed. In the case of any
      redemption of Securities prior to the expiration of any restriction on such
      redemption provided in the terms of such Securities or that is subject to
      compliance with conditions provided in the terms of such Securities, the Company
      shall furnish the Trustee with an Officers’ Certificate evidencing compliance
      with such restriction or conditions.

     

    If
      less
      than all the Securities of any series are to be redeemed, the Company shall
      give
      the Trustee, in writing and at least 60 days in advance of the date fixed for
      redemption, notice of the aggregate principal amount of Securities of such
      series to be redeemed, and thereupon the Trustee shall select, pro rata, by
      lot,
      or in any other manner it shall deem fair or appropriate, the Securities of
      such
      series to be redeemed as a whole or in part and shall thereafter notify the
      Company in writing of the particular Securities of such series or portions
      thereof to be redeemed. If the Securities of any series to be redeemed consist
      of Securities having different dates on which the principal or any installment
      of principal is payable or different rates of interest, if any, or different
      methods by which interest may be determined or have any other different tenor
      or
      terms, then the Company may, by written notice to the Trustee, direct that
      Securities of such series to be redeemed shall be selected from among groups
      of
      such Securities having specified term or terms and the Trustee shall thereafter
      select the particular Securities to be redeemed in the manner set forth in
      the
      preceding sentence from among the group of such Securities so
      specified.

     

    
      	 	
              Section
                3.03

            	
              When
                Securities Called for Redemption Become Due and Payable.

            


    

     

    If
      the
      giving of notice of redemption shall have been completed as above provided,
      the
      Securities or portions of Securities specified in such notice shall become
      due
      and payable on the date and at the place or places stated in such notice at
      the
      applicable redemption price, together, if applicable, with any interest accrued
      (including any Additional Sums, Additional Interest, Compounded Interest or
      Special Interest) to the date fixed for redemption, and on and after such date
      fixed for redemption (unless the Company shall default in the payment of such
      Securities at the applicable redemption price, together with any interest
      accrued to the date fixed for redemption) any interest on the Securities or
      portions of Securities so called for redemption shall cease to accrue, and,
      except as provided in Sections 7.05 and 12.04, such Securities shall cease
      from
      and after the date fixed for redemption to be entitled to any benefit or
      security under this Indenture, and the holders thereof shall have no right
      in
      respect of such Securities except the right to receive the redemption price
      thereof and any unpaid interest accrued to the date fixed for redemption. On
      presentation and surrender of such Securities at said place of payment in said
      notice specified, the said Securities or portions thereof shall be paid and
      redeemed by the Company at the applicable redemption price, together with any
      interest accrued to the date fixed for redemption; provided, however, that,
      except as otherwise specified as contemplated by Section 2.01, any regular
      payment of interest becoming due on the date fixed for redemption shall be
      payable to the holders of the Securities registered as such on the relevant
      record date as provided in Article II hereof. Upon presentation of any
      Security which is redeemed in part only, the Company shall execute and, upon
      the
      Company’s written request, the Trustee shall authenticate and deliver at the
      expense of the Company a new Security of the same series of like tenor and
      terms
      of authorized denomination in principal amount equal to the unredeemed portion
      of the Security so presented; except that if a global Security is so
      surrendered, the Company shall execute, and the Trustee, upon the Company’s
      written request, shall authenticate and deliver to the Depositary for such
      global Security, without service charge, a global Security in a denomination
      equal to and in exchange for the unredeemed portion of the principal of the
      global Security so surrendered.

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    If
      any
      Security called for redemption shall not be so paid upon surrender thereof
      for
      redemption, the principal shall, until paid, bear interest from the date fixed
      for redemption at the rate borne by or prescribed therefor in the Security,
      or,
      in the case of a Security which does not bear interest, at the rate of interest
      set forth therefor in the Security to the extent permitted by law.

     

    Section
      3.04           Right
      of Redemption of Securities Initially Issued to a Bear Stearns
      Trust.

     

    In
      the
      case of the Securities of a series initially issued to Bear Stearns Trust,
      except as otherwise specified as contemplated by Section 2.01, the Company,
      at its option, may redeem such Securities on or after the date five years after
      the Original Issue Date of such Securities, in whole at any time or in part
      from
      time to time at a redemption price equal to 100% of the principal amount thereof
      together with any unpaid interest accrued, (including any Additional Sums,
      Additional Interest, Compounded Interest or Special Interest) to the date fixed
      for redemption.

     

    ARTICLE
      IV

     

    PARTICULAR
      COVENANTS OF THE COMPANY

     

    The
      Company covenants as follows:

     

    Section
      4.01           Payment
      of Principal of and Interest on Securities.

     

    
      The
        Company will duly and punctually pay or cause to be paid the principal of
        and
        interest, if any, on each of the Securities at the time and places and in
        the
        manner provided herein and in the Securities. Except as otherwise specified
        as
        contemplated by Section 2.01, if the Securities of any series bear
        interest, each installment of interest on the Securities of such series may
        at
        the option of the Company be paid (i) by mailing a check or checks for such
        interest payable to the person entitled thereto pursuant to Section 2.03 to
        the address of such person as it appears on the Register of the Securities
        of
        such series or (ii) by transfer to an account maintained by the Person
        entitled thereto as specified in the Register of Securities, provided that
        proper transfer instructions have been received by the record date. Unless
        otherwise contemplated in Section 2.01, interest on the Securities shall
        be
        computed on the basis of a 360-day year comprised of twelve 30-day
        months.

    

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    Section
      4.02           Tax
      Forms.

     

    As
      a
      condition to the payment of any principal of or interest on the Securities
      without the imposition of withholding tax, the Bear Stearns Trust shall be
      required to provide a properly completed and executed IRS Form W-9, or any
      successor form, prior to the first payment date on the Securities, promptly
      upon
      the request of the Company, and prior to any such form previously provided
      by it
      becoming obsolete or incorrect.

     

    Section
      4.03           Maintenance
      of Offices or Agencies for Registration of Transfer, Exchange and Payment of
      Securities.

     

    So
      long
      as any of the Securities shall remain outstanding, the Company will maintain
      an
      office or agency in the City of New York, State of New York, where the
      Securities may be presented for registration, conversion, exchange and
      registration of transfer as in this Indenture provided, and where notices and
      demands to or upon the Company in respect of the Securities or of this Indenture
      may be served, and where the Securities may be presented for payment. In case
      the Company shall designate and maintain some office or agency other than the
      previously designated office or agency, it shall give the Trustee prompt written
      notice thereof. In case the Company shall fail to maintain any such office
      or
      agency or shall fail to give such notice of the location or of any change in
      the
      location thereof to the Trustee, presentations and demands may be made and
      notices may be served at the Corporate Trust Office.

     

    In
      addition to such office or agency, the Company may from time to time constitute
      and appoint one or more other offices or agencies for such purposes with respect
      to Securities of any series, and one or more paying agents for the payment
      of
      Securities of any series, in such cities or in one or more other cities, and
      may
      from time to time rescind such appointments, as the Company may deem desirable
      or expedient, and as to which the Company has notified the Trustee in writing;
      provided, however, that no such appointment or rescission shall in any manner
      relieve the Company of its obligation to maintain such office or agency in
      the
      Borough of Manhattan, City of New York, where Securities of such series may
      be
      presented for payment.

     

    Section
      4.04           Appointment
      to Fill a Vacancy in the Office of Trustee.

     

    The
      Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
      will appoint, in the manner provided in Section 7.10, a Trustee, so that
      there shall at all times be a Trustee with respect to each series of Securities
      hereunder.

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    Section
      4.05           Duties
      of Paying Agent.

     

    (a)           If
      the Company shall appoint a Paying Agent other than the Trustee with respect
      to
      Securities of any series, it will cause such Paying Agent to execute and deliver
      to the Trustee an instrument in which such agent shall agree with the Trustee,
      subject to the provisions of this Section and
      Section 12.03,

     

    (1)           That
      it will hold all sums held by it as such agent for the payment of the principal
      of or interest, if any, on the Securities of such series (whether such sums
      have
      been paid to it by the Company or by any other obligor on the Securities of
      such
      series) in trust for the benefit of the holders of the Securities entitled
      to
      such principal or interest and will notify the Trustee in writing of the receipt
      of sums to be so held,

     

    (2)           That
      it will give the Trustee written notice of any failure by the Company (or by
      any
      other obligor on the Securities of such series) to make any payment of the
      principal of or interest on the Securities of such series when the same shall
      be
      due and payable, and

     

    (3)           That
      it will at any time during the continuance of any Event of Default, upon the
      written request of the Trustee, deliver to the Trustee all sums so held in
      trust
      by it.

     

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

     

    (c)           If
      the Company shall act as its own Paying Agent with respect to the Securities
      of
      any series, it will, on or before each due date of the principal of or any
      interest on a Security of such series, set aside, segregate and hold in trust
      for the benefit of the holder of such Security, a sum sufficient to pay such
      principal or interest so becoming due and will notify the Trustee of such
      action, or any failure by it or any other obligor on the Securities of such
      series to take such action and will at any time during the continuance of any
      Event of Default, upon the written request of the Trustee, deliver to the
      Trustee all sums so held in trust by it.

     

    (d)           Anything
      in this Section to the contrary notwithstanding, the Company may, at any
      time, for the purpose of obtain a satisfaction and discharge of this Indenture
      with respect to one or more or all series of Securities hereunder, or for any
      other reason, pay or cause to be paid to the Trustee all sums held in trust
      for
      such series by it, or any Paying Agent hereunder, as required by this Section,
      such sums are to be held by the Trustee upon the trust herein
      contained.

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    (e)           Anything
      in this Section to the contrary notwithstanding, the agreement to hold sums
      in trust as provided in this Section is subject to the provisions of
      Sections 12.03 and 12.04.

     

    Section
      4.06           Further
      Assurances.

     

    From
      time
      to time whenever reasonably demanded by the Trustee, the Company will make,
      execute and deliver or cause to be made, executed and delivered any and all
      such
      further and other instruments and assurances and take all such further action
      as
      may be reasonably necessary or proper to carry out the intention of or to
      facilitate the performance of the terms of this Indenture or to secure the
      rights and remedies hereunder of the holders of the Securities of any
      series.

     

    Section
      4.07           Officers’
      Certificate as to Defaults; Notices of Certain Defaults.

     

    The
      Company will, so long as any of the Securities are outstanding, deliver to
      the
      Trustee within 120 days after the end of each fiscal year, which on the date
      hereof ends on November 30, a certificate signed by the Company’s principal
      executive officer, principal financial officer or principal accounting officer
      stating that a review has been made under his or her supervision of the
      activities of the Company during such year and of the performance under this
      Indenture and, to the best of his or her knowledge, the Company has complied
      with all conditions and covenants under this Indenture throughout such year,
      or
      if there has been a default in the fulfillment of any such obligation,
      specifying each such default known and the nature and status thereof. For
      purposes of this Section, such compliance shall be determined without regard
      to
      any period of grace or requirement of notice provided under this
      Indenture.

     

    Section
      4.08           Waiver
      of Covenants.

     

    The
      Company may omit in any particular instance to comply with any covenant or
      condition specifically contained in this Indenture for the benefit of one or
      more series of Securities, if before the time for such compliance the holders
      of
      a majority in principal amount of the Securities of all series affected (all
      series voting as one class) at the time outstanding (determined as provided
      in
      Section 8.04) shall waive such compliance in such instance, but no such
      waiver shall extend to or affect such covenant 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
      covenant or condition shall remain in full force and effect.

     

    Section
      4.09           Additional
      Sums.

     

    In
      the
      case of the Securities of a series issued to a Bear Stearns Trust, so long
      as no
      Event of Default has occurred and is continuing and except as otherwise
      specified as contemplated by Section 2.01 or Section 2.02, in the
      event that (i) a Bear Stearns Trust is the holder of all of the Outstanding
      Securities of such series, (ii) a Special Event in respect of such Bear
      Stearns Trust shall have occurred and be continuing and (iii) the Company
      shall not have (a) redeemed the Securities of such series or (b) terminated
      such
      Bear Stearns Trust pursuant to the termination provisions of the related Trust
      Agreement, the Company shall pay to such Trust (and its permitted successors
      or
      assign under the related Trust Agreement) for so long as such Bear Stearns
      Trust
      (or its permitted successor or assignee) is the registered holder of any
      Securities of such series, such additional amounts as may be necessary in order
      that the amount of Distributions (including any Additional Amounts (as defined
      in the Trust Agreement)), then due and payable by such Bear Stearns Trust on
      the
      related Preferred Securities and Common Securities that at any time remain
      outstanding in accordance with the terms thereof shall not be reduced as a
      result of any Additional Taxes (the “Additional
      Sums”).
      Whenever in this Indenture or the Securities there is a reference in any context
      to the payment of principal of or interest on the Securities, such mention
      shall
      be deemed to include mention of the payments of the Additional Sums provided
      for
      in this paragraph to the extent that, in such context, Additional Sums are,
      were
      or would be payable in respect thereof pursuant to the provisions of this
      paragraph and express mention of the payment of Additional Sums (if applicable)
      in any provisions hereof shall not be construed as excluding Additional Sums
      in
      those provisions hereof where such express mention is not made, provided,
      however, that the deferral of the payment of interest pursuant to
      Section 2.10 or the Securities shall not defer the payment of any
      Additional Sums that may be due and payable.

    
      
        
        

      

      
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    Section
      4.10           Additional
      Covenants.

     

    The
      Company covenants and agrees with each holder of Securities of any series that
      it will not, and it will not permit any Subsidiary of the Company to,
      (i) declare or pay any dividends or distributions on, or redeem, purchase,
      acquire or make a liquidation payment with respect to, any shares of the
      Company’s capital stock (which includes common and preferred stock), or
      (ii) make any payment of principal of or interest or premium, if any, on or
      repay, repurchase or redeem any debt securities of the Company that rank pari
      passu with or junior in interest to the Securities of such series or make any
      guarantee payments with respect to any Bear Stearns Guarantee or other guarantee
      by the Company of debt securities of any Subsidiary of the Company that by
      their
      terms rank pari passu with or junior in interest to the Securities of such
      series (other than (a) dividends or distributions in capital stock of the
      Company; (b) any declaration of a dividend in connection with the implementation
      of a Rights Plan, or the issuance of capital stock of the Company under any
      Rights Plan, or the redemption or repurchase of any rights distributed pursuant
      to a Rights Plan; (c) payments under any Bear Stearns Guarantee (as defined
      herein); and (d) purchases of common stock related to the issuance of common
      stock or rights under any of the Company’s benefit plans for its directors,
      officers or employees) if at such time (i) there shall have occurred any
      event of which the Company has actual knowledge that (a) with the giving of
      notice or the lapse of time or both, would constitute an Event of Default with
      respect to the Securities of such series and (b) in respect of which the Company
      shall not have taken reasonable steps to cure, (ii) the Company shall be in
      default with respect to its payment of any obligations under the related Bear
      Stearns Guarantee or (iii) the Company shall have given notice of its
      election to begin an Extension Period as provided herein and shall not have
      rescinded such notice, or such period, or any extension thereof, or any
      mandatory deferral period, if applicable, shall be continuing.

     

    The
      Company also covenants with each holder of Securities of a series issued to
      Bear
      Stearns Trust (i) to maintain directly or indirectly 100% ownership of the
      Common Securities of such Bear Stearns Trust; provided, however, that any
      permitted successor of the Company hereunder may succeed to the Company’s
      ownership of such Common Securities, (ii) not to voluntarily terminate,
      wind up or liquidate such Bear Stearns Trust, except (a) in connection with
      a
      distribution of the Securities of such series to the holders of Preferred
      Securities in liquidation of such Bear Stearns Trust or (b) in connection with
      certain mergers, consolidations or amalgamations permitted by the related Trust
      Agreement and (iii) to use its reasonable efforts, consistent with the
      terms and provisions of such Trust Agreement, to cause such Trust to remain
      classified as a grantor trust and not an association taxable as a corporation
      for United States federal income tax purposes.

    
      
        
        

      

      
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    The
      Company also covenants and agrees with each holder of Securities of a series
      issued to a Bear Stearns Trust that it will pay all debts and other obligations
      (other than with respect to the Preferred Securities) and all costs and expenses
      of the Bear Stearns Trust (including costs and expenses relating to the
      organization of the Bear Stearns Trust, the fees and expenses of the trustees
      of
      such Bear Stearns Trust and the costs and expenses relating to the operation
      of
      the Bear Stearns Trust) and the offering of the Preferred Securities and to
      pay
      any and all taxes and all costs and expenses with respect to the foregoing
      (other than United States withholding taxes) to which the Bear Stearns Trust
      might become subject. The foregoing obligations of the Company are for the
      benefit of, and shall be enforceable by, any person to whom any such debts,
      obligations, costs, expenses and taxes are owed (a “Creditor”)
      whether or not such Creditor has received notice thereof. Any such Creditor
      may
      enforce such obligations of the Company directly against the Company and the
      Company has irrevocably waived any right or remedy to require that any such
      Creditor take any action against the Bear Stearns Trust or any other person
      before proceeding against the Company.

     

    Section
      4.11           Withholding
      Tax.

     

    All
      payments in respect of the Securities will be made free and clear of U.S.
      withholding tax to any beneficial owner thereof that has provided an Internal
      Revenue Service Form W-9 or W-8 (or any substitute or successor form)
      establishing its U.S. or non-U.S. status for U.S. federal income tax purposes,
      and any other certification or information that is reasonably requested by
      the
      Company and/or any Paying Agent to permit the Company and/or Paying Agent to
      make payments to it without withholding, unless required by law. 

     

    ARTICLE
      V

     

    SECURITYHOLDERS
      LISTS AND REPORTS BY THE COMPANY

    AND
      THE TRUSTEE

     

    Section
      5.01           Company
      to Furnish Trustee Information as to the Names and Addresses of
      Securityholders.

     

    The
      Company covenants and agrees that it will furnish or cause to be furnished
      to
      the Trustee, semiannually not more than five days after January 1 and July
      1 of
      each year and at such other times as the Trustee may request in writing within
      30 days after receipt by the Company of any such request, a list in such form
      as
      the Trustee may reasonably require containing all information in the possession
      or control of the Company, or any Paying Agent or any registrar of the
      Securities of such series, other than the Trustee, as to the names and addresses
      of the holders of Securities of such series obtained (in the case of each list
      other than the first list) since the date as of which the next previous list
      was
      furnished; provided, however, that if the Trustee shall be the registrar of
      the
      Securities of such series, no such list need be furnished. Any such list may
      be
      dated as of a date not more than fifteen days prior to the time such information
      is furnished or caused to be furnished, and need not include information
      received after such date.

    
      
        
        

      

      
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    Section
      5.02           Trustee
      to Preserve Information as to the Names and Addresses of Securityholders
      Received by It.

     

    (a)           The
      Trustee shall preserve, in as current a form as is reasonably practicable,
      all
      information as to the names and addresses of the holders of Securities of each
      series (1) contained in the most recent list furnished to it as provided in
      Section 5.01 and (2) received by it in the capacity of Paying Agent or
      registrar (if so acting). The Trustee may destroy any list furnished to it
      as
      provided in Section 5.01 upon receipt of a new list so
      furnished.

     

    (b)           In
      case three or more holders of Securities (hereinafter referred to as
“applicants”)
      apply
      in writing to the Trustee, and furnish to the Trustee reasonable proof that
      each
      such applicant has owned a Security for a period of at least six months
      preceding the date of such application, and such application states that the
      applicants desire to communicate with other holders of Securities of any series
      or with holders of all Securities with respect to their rights under this
      Indenture or under such Securities, and is accompanied by a copy of the form
      of
      proxy or other communication which such applicants propose to transmit, then
      the
      Trustee shall, within five Business Days after the receipt of such application,
      at its election, either

     

    (1)           afford
      such applicants access to the information preserved at the time by the Trustee
      in accordance with the provisions of subsection (a) of this Section,
      or

     

    (2)           inform
      such applicants as to the approximate number of holders of Securities of such
      series or all Securities, as the case may be, whose names and addresses appear
      in the information preserved at the time by the Trustee in accordance with
      the
      provisions of subsection (a) of this Section, and as to the approximate cost
      of
      mailing to such Securityholders the form of proxy or other communications,
      if
      any, specified in such application.

     

    If
      the
      Trustee shall elect not to afford such access to such information, the Trustee
      shall, upon the written request of such applicants, mail to each of the holders
      of Securities of such series, or all Securities, as the case may be, whose
      name
      and address appear in the information preserved at the time by the Trustee
      in
      accordance with the provisions of subsection (a) of this Section, a copy of
      the
      form of proxy or other communication which is specified in such request, with
      reasonable promptness after a tender to the Trustee of the material to be mailed
      and of payment, or provision for the payment, of the expenses of mailing, unless
      within five days after such tender, the Trustee shall mail to such applicants
      and file with the Commission, together with a copy of the material to be mailed,
      a written statement to the effect that, in the opinion of the Trustee, such
      mailing would be contrary to the best interests of the holders of Securities
      of
      such series or all Securities, as the case may be, or would be in violation
      of
      applicable law. Such written statement shall specify the basis of such opinion.
      If the Commission, after opportunity for a hearing upon the objections specified
      in the written statement so filed, shall enter an order refusing to sustain
      any
      of such objections or if, after the entry of an order sustaining one or more
      of
      such objections, the Commission shall find, after notice and opportunity for
      hearing, that all the objections so sustained have been met and shall enter
      an
      order so declaring, the Trustee shall mail copies of such material to all such
      Securityholders with reasonable promptness after the entry of such order and
      the
      renewal of such tender; otherwise the Trustee shall be relieved of any
      obligation or duty to such applicants respecting their application.

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

    (c)           Each
      and every holder of the Securities, by receiving and holding the same, agrees
      with the Company and the Trustee that neither the Company nor the Trustee nor
      any Paying Agent nor any registrar shall be held accountable by reason of the
      disclosure of any such information as to the names and addresses of the holders
      of Securities in accordance with the provisions of subsection (b) of this
      Section, regardless of the source from which such information was derived,
      and
      that the Trustee shall not be held accountable by reason of mailing any material
      pursuant to a request made under said subsection (b).

     

    (d)           If
      there shall be different Trustees acting hereunder with respect to separate
      series of Securities, applicants shall make separate applications hereunder
      to
      each such Trustee, and such Trustees shall collaborate, if necessary, in acting
      under this Section.

     

    Section
      5.03           Annual
      and Other Reports to Be Filed by Company with Trustee.

     

    (a)           The
      Company covenants and agrees to file with the Trustee within fifteen days after
      the Company is required to file the same with the Commission, copies of the
      annual reports and of the information, documents and other reports (or copies
      of
      such portions of any of the foregoing as the Commission may from time to time
      by
      rules and regulations prescribe) which the Company may be required to file
      with
      the Commission pursuant to Section 13.01 or Section 15(d) of the
      Securities Exchange Act of 1934, as amended; or, if the Company is not required
      to file information, documents or reports pursuant to either of such Sections,
      then it will file with the Trustee and the Commission, in accordance with rules
      and regulations prescribed from time to time by the Commission, such of the
      supplementary and periodic information, documents and reports which may be
      required pursuant to Section 13.01 of the Securities Exchange Act of 1934,
      as amended in respect of a security listed and registered on a national
      securities exchange as may be prescribed from time to time in such rules and
      regulations.

     

    (b)           The
      Company covenants and agrees to file with the Trustee and the Commission, in
      accordance with the rules and regulations prescribed from time to time by the
      Commission, such additional information, documents, and reports with respect
      to
      compliance by the Company with the conditions and covenants provided for in
      this
      Indenture as may be required from time to time by such rules and
      regulations.

     

    (c)           The
      Company covenants and agrees to transmit to the holders of Securities within
      30
      days after the filing thereof with the Trustee, in the manner and to the extent
      provided in subsection (c) of Section 5.04 with respect to reports
      pursuant to subsection (a) of said Section 5.04, such summaries of any
      information, documents and reports required to be filed by the Company pursuant
      to subsection (a) and (b) of this Section as may be required by rules and
      regulations prescribed from time to time by the Commission.

    
      
        
        

      

      
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    Section
      5.04           Trustee
      to Transmit Annual Report to Securityholders.

     

    (a)           Within
      60 days after May 15 in each year, if and so long as any Securities are
      outstanding hereunder, the Trustee shall transmit by mail to all Securityholders
      (as their names and addresses appear in the Register), to the extent required
      by
      the Trust Indenture Act of 1939, as amended, a brief report dated as of May
      15
      with respect to:

     

    (1)           its
      eligibility under Section 7.09, and its qualifications under
      Section 7.08, or in lieu thereof, if to the best of its knowledge it has
      continued to be eligible and qualified under said sections, a written statement
      to such effect;

     

    (2)           the
      character and amount of any advances (and if the Trustee elects so to state,
      the
      circumstances surrounding the making thereof) made by the Trustee (as such)
      which remain unpaid on the date of such report, and for the reimbursement of
      which it claims or may claim a lien or charge, prior to that of the Securities
      of any series, on any property or funds held or collected by it as Trustee,
      except that the Trustee shall not be required (but may elect) to state such
      advances if such advances so remaining unpaid aggregate not more than one-half
      of one percent of the principal amount of the Securities of such series
      outstanding on the date of such report;

     

    (3)           the
      amount, interest rate, and maturity date of all other indebtedness owing by
      the
      Company (or by any other obligor on the Securities) to the Trustee in its
      individual capacity, on the date of such report, with a brief description of
      any
      property held as collateral security therefor, except indebtedness based upon
      a
      creditor relationship arising in any manner described in paragraph (2), (3),
      (4), or (6) of subsection (b) of Section 7.13;

     

    (4)           the
      property and funds, if any, physically in the possession of the Trustee (as
      such) on the date of such report;

     

    (5)           any
      additional issue of Securities which the Trustee has not previously reported;
      and

     

    (6)           any
      action taken by the Trustee in the performance of its duties under this
      Indenture which it has not previously reported and which in its opinion
      materially affects the Securities, except action in respect of a default, notice
      of which has been or is to be withheld by it in accordance with the provisions
      of Section 6.07.

     

    (b)           The
      Trustee shall transmit to the Securityholders, as hereinafter provided, a brief
      report with respect to the character and amount of any advances (and if the
      Trustee elects so to state, the circumstances surrounding the making thereof)
      made by the Trustee (as such) since the date of the last report transmitted
      pursuant to the provisions of subsection (a) of this Section (or if such
      report has not yet been so transmitted, since the date of execution of this
      Indenture), for the reimbursement of which it claims or may claim a lien or
      charge prior to that of the Securities of any series on property or funds held
      or collected by it as Trustee, and which it has not previously reported pursuant
      to this subsection, except that the Trustee shall not be required (but may
      elect) to report such advances if such advances remaining unpaid at any time
      aggregate ten percent or less of the principal amount of Securities of such
      series outstanding at such time, such report to be transmitted within 90 days
      after such time.

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

     

    (c)           The
      Trustee shall transmit reports pursuant to Section 5.03 and this
      Section 5.04 by mail to all holders of Securities of any series, as the
      names and addresses of such holders shall appear upon the Register of the
      Securities of such series.

     

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

     

    ARTICLE
      VI

     

    REMEDIES
      OF THE TRUSTEE AND SECURITYHOLDERS

    ON
      EVENT OF DEFAULT

     

    Section
      6.01           Events
      of Default Defined.

     

    Unless
      otherwise established with respect to the Securities of any series in accordance
      with Section 2.01, the term “Event of Default” whenever used herein with
      respect to Securities of any series shall mean any one of the following
      events:

     

    (a)           Default
      in the payment of any installment of interest upon any of the Securities of
      such
      series as and when the same shall become due and payable, and continuance of
      such default for a period of 30 days (subject to the deferral of any due date
      in
      the case of an Extension Period); or

     

    (b)           Default
      in the payment of all or any part of the principal of any of the Securities
      of
      such series as and when the same shall become due and payable either at
      maturity, upon any redemption, by declaration or otherwise; or

     

    (c)           The
      commencement by the Company of a voluntary case under Chapter 7 or Chapter
      11 of
      the federal Bankruptcy Code or any other similar state or federal law now or
      hereafter in effect, or the consent by the Company to the entry of a decree
      or
      order for relief in an involuntary case under any such law, or the consent
      by
      the Company to the appointment of or taking possession by a receiver,
      liquidator, assignee, trustee, custodian, sequestrator (or similar official)
      of
      the Company or of all or substantially all of its property, or the making by
      the
      Company of any general assignment for the benefit of creditors, or the failure
      by the Company generally to pay its debts as they become due; or

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

     

    (d)           The
      entry of a decree or order for relief by a court having jurisdiction in the
      premises in respect of the Company in an involuntary case under Chapter 7 or
      Chapter 11 of the federal Bankruptcy Code or any other similar state or federal
      law now or hereafter in effect, or the appointment of a receiver, liquidator,
      assignee, custodian, trustee, sequestrator (or similar official) of the Company
      or for all or substantially all of its property, or the ordering of a winding-up
      or liquidation of its affairs, and the continuance of any such decree or order
      unstayed and in effect for a period of 90 days.

     

    If
      an
      Event of Default with respect to Securities of any series under clause (a)
      or
      (b) above shall have occurred and be continuing, unless the principal of all
      the
      Securities of such series shall have already become due and payable, either
      the
      Trustee or the holders of not less than 25% in principal amount of all the
      then
      outstanding Securities of the series as to which such Event of Default has
      occurred (each such series voting as a separate class), by notice in writing
      to
      the Company (and to the Trustee if given by Securityholders) may declare the
      principal amount (or if Securities of any series are Original Issue Discount
      Securities, such portion of the principal amount as may be specified in the
      terms of such series) of all the Securities of such series, together with any
      accrued interest, to be due and payable immediately, and upon any such
      declaration the same shall become and shall be immediately due and payable;
      provided, however, that in the case of the Securities of a series issued to
      a
      Bear Stearns Trust, if upon an Event of Default, the Trustee or the holders
      of
      at least 25% in principal amount of the outstanding Securities of that series
      fail to declare the principal of all the Securities of that series to be
      immediately due and payable, the holders of at least 25% in aggregate
      liquidation amount of the corresponding series of Preferred Securities then
      outstanding shall have such right by a notice in writing to the Company and
      the
      Trustee. If an Event of Default under clause (c) or (d) above shall have
      occurred and be continuing (but, in the case of clause (c), only if the Event
      of
      Default is with respect to all Securities then outstanding under the Indenture),
      then and in each and every such case, unless the principal of all the Securities
      shall have already become due and payable, either the Trustee or the holders
      of
      not less than 25% in principal amount of all the then outstanding Securities
      of
      each series as to which such Event of Default under clause (c) or (d) above
      has
      occurred (voting as one class), by notice in writing to the Company (and to
      the
      Trustee if given by Securityholders) may declare the principal amount (or if
      Securities of any series are Original Issue Discount Securities, such portion
      of
      the principal amount as may be specified in the terms of such series) of all
      the
      Securities as to which the Event of Default under clause (c) or (d) above has
      occurred, together with any accrued interest, to be due and payable immediately,
      and upon any such declaration the same shall become and shall be immediately
      due
      and payable, anything contained in this Indenture or in the Securities to the
      contrary notwithstanding; provided, however, that in the case of the Securities
      of a series issued to a Bear Stearns Trust, if upon an Event of Default, the
      Trustee or the holders of not less than 25% in principal amount of the
      outstanding Securities of that series fail to declare the principal of all
      the
      Securities of that series to be immediately due and payable, the holders of
      at
      least 25% in aggregate liquidation amount of the corresponding series of
      Preferred Securities then outstanding shall have such right by a notice in
      writing to the Company and the Trustee. The foregoing provisions, however,
      are
      subject to the condition that if at any time after the principal amount (or
      specified portion thereof) of the Securities of any one or more series (or
      of
      all the Securities, as the case may be) shall have been so declared due and
      payable, and before any judgment or decree for the payment of moneys due shall
      have been obtained or entered as hereinafter provided, the Company shall pay
      or
      shall deposit with the Trustee a sum sufficient to pay all matured installments
      of interest upon all the Securities of such series (or upon all the Securities,
      as the case may be) and the principal of any and all Securities of such series
      (or of any and all the Securities, as the case may be) which shall have become
      due otherwise than by declaration (with interest on overdue installments of
      interest to the extent permitted by law and on such principal at the rate or
      rates of interest borne by, or prescribed therefor in, the Securities of each
      such series to the date of such payment or deposit) and the amounts payable
      to
      the Trustee under Section 7.06, and any and all defaults under the
      Indenture with respect to Securities of such series (or all Securities, as
      the
      case may be), other than the nonpayment of principal of and any accrued interest
      on Securities of such series (or any Securities, as the case may be) which
      shall
      have become due by declaration, shall have been cured, remedied or waived as
      provided in Section 6.06, then and in every such case the holders of a
      majority in principal amount of the Securities of such series (or of all the
      Securities, as the case may be) then outstanding and as to which such Event
      of
      Default has occurred (such series or all series voting as one class, if more
      than one series are so entitled) by written notice to the Company and to the
      Trustee, may rescind and annul such declaration and its consequences. In the
      case of Securities issued to a Bear Stearns Trust, should the holders of such
      Securities fail to annul such declaration and waive such default, the holders
      of
      a majority in aggregate liquidation preference of related Preferred Securities
      shall have such right; but no such rescission and annulment shall extend to
      or
      shall affect any subsequent default, or shall impair any right consequent
      thereon.

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

     

    In
      case
      the Trustee, any holder of Securities or any holder of Preferred Securities
      shall have proceeded to enforce any right under this Indenture and such
      proceedings shall have been discontinued or abandoned because of such rescission
      or annulment or for any other reason or shall have been determined adversely
      to
      the Trustee, such holder of Securities or such holder of Preferred Securities
      then and in every such case the Company, the Trustee, the holders of the
      Securities of such series (or of all the Securities, as the case may be) and
      the
      holders of Preferred Securities shall be restored respectively to their former
      positions and rights hereunder, and all rights, remedies and powers of the
      Company and the Trustee, the holders of the Securities of such series (or of
      all
      the Securities, as the case may be) and the holders of Preferred Securities
      shall continue as though no such proceedings had been instituted.

     

    Section
      6.02           Covenant
      of Company to Pay to Trustee Whole Amount Due on Securities or Default in
      Payment of Interest or Principal.

     

    The
      Company covenants that (1) in case default shall be made in the payment of
      any
      installment of interest on any of the Securities of any series as and when
      the
      same shall become due and payable, and such default shall have continued for
      a
      period of 30 days (subject to the deferral of any due date in the case of an
      Extension Period), or (2) in case default shall be made in the payment of all
      or
      any part of the principal of any of the Securities of any series when the same
      shall have become due and payable, whether upon maturity of the Securities
      of
      such series or upon any redemption or upon declaration or otherwise, then,
      upon
      demand of the Trustee, the Company will pay to the Trustee, for the benefit
      of
      the holders of the Securities of such series, the whole amount that then shall
      have become due and payable on all such Securities of such series for principal
      or interest, or both, as the case may be, with interest upon the overdue
      principal and installments of interest (to the extent permitted by law) at
      the
      rate or rates of interest borne by or prescribed therefor in the Securities
      of
      such series; and, in addition thereto, such further amount as shall be
      sufficient to cover the costs and expenses of collection, including compensation
      to the Trustee, its agents, attorneys and counsel, and any expenses or
      liabilities incurred, and all advances made, by the Trustee.

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

     

    In
      case
      the Company shall fail forthwith to pay such amounts upon such demand, the
      Trustee, its own name and as trustee of an express trust, shall be entitled
      and
      empowered to institute any actions or proceedings at law or in equity for the
      collection of the sums so due and unpaid, and may prosecute any such action
      or
      proceedings to judgment or final decree, and may enforce any such judgment
      or
      final decree against the Company or any other obligor upon such Securities,
      and
      collect in the manner provided by law out of the property of the Company or
      any
      other obligor upon such Securities wherever situated the moneys adjusted or
      decreed to be payable.

     

    The
      Trustee shall be entitled and empowered, either in its own name or as trustee
      of
      an express trust, or as attorney-in-fact for the holders of the Securities
      of
      any series, or in any one or more of such capacities (irrespective of whether
      the principal of the Securities of such series 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 pursuant to the provisions of this Section)
      to file and prove a claim or claims for the whole amount of principal (or,
      if
      the Securities of such series are Original Issue Discount Securities, such
      portion of the principal amount as may be specified in the terms of such series)
      and interest owing and unpaid in respect of the Securities of such series and
      to
      file such other documents as may be necessary or advisable in order to have
      the
      claims of the Trustee (including any claim for compensation of the Trustee,
      its
      agents and counsel, and for reimbursement of all expenses, disbursements and
      liabilities incurred, and all advances made, by the Trustee, its agents and
      counsel and of the holders of the Securities of such series allowed in any
      equity receivership, insolvency, bankruptcy, liquidation, arrangement,
      readjustment, reorganization or any other judicial proceedings relative to
      the
      Company or any other obligor on the Securities or their creditors, or their
      property. The Trustee is hereby irrevocably appointed (and the successive
      respective holders of the Securities of each series by taking and holding the
      same shall be conclusively deemed to have so appointed the Trustee) the true
      and
      lawful attorney-in-fact of the respective holders of the Securities of such
      series, with authority to make and file in the respective names of the holders
      of the Securities of such series, or on behalf of the holders of the Securities
      of such series as a class, any proof of debt, amendment of proof of debt, claim,
      petition or other document in any such proceeding and to receive payment of
      any
      sums becoming distributable on account thereof, and to execute any such other
      papers and documents and to do and perform any and all such acts and things
      for
      and on behalf of such holders of the Securities, as may be necessary or
      advisable in the opinion of the Trustee in order to have the respective claims
      of the Trustee and of the holders of the Securities of such series allowed
      in
      any such proceedings, and to receive payment of or on account of such claims
      and
      to distribute the same, and any receiver, assignee, trustee, liquidator,
      sequestrator or other similar official in any such judicial proceeding is hereby
      authorized by each Holder to make such payments to the Trustee and, in the
      event
      that the Trustee shall consent to the making of such payments directly to the
      holders, to pay to the Trustee any amount due to it for the compensation,
      expenses, disbursements and advances of the Trustee, its agents and counsel,
      and
      any other amounts due the Trustee under Section 7.06; provided, however,
      that nothing herein shall be deemed to authorize the Trustee to authorize or
      consent to or vote for or accept or adopt on behalf of any Securityholder any
      plan of reorganization, arrangement, adjustment or composition affecting the
      Securities of such series or the rights of any holder thereof, or to authorize
      the Trustee to vote in respect of the claim of any holder of Securities of
      such
      series in any such proceeding.

    
      
        
        

      

      
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    All
      rights of action and of asserting claims under this Indenture, or under any
      of
      the Securities of any series, may be enforced by the Trustee without the
      possession of any of the Securities of such series, or the production thereof
      on
      any trial or other proceeding relative thereto, and any such suit or proceeding
      instituted by the Trustee, shall be brought in its own name as trustee of an
      express trust, and any recovery of judgment shall be, after provision for the
      payment of the compensation, expenses, disbursements and advances of such
      Trustee, its agents and counsel, for the ratable benefit of the holders of
      the
      Securities of such series.

     

    Section
      6.03           Application
      of Moneys Collected by Trustee.

     

    Any
      moneys collected by the Trustee pursuant to Section 6.02 shall be applied
      in the order following, at the date or dates fixed by the Trustee for the
      distribution of such moneys, upon presentation of the several Securities in
      respect of which moneys have been collected, and stamping thereon the payment,
      if only partially paid, and upon surrender thereof if fully paid:

     

    First:
      To
      the payment of costs and expenses of collection, and of all amounts due the
      Trustee under Section 7.06;

     

    Second:
      In case the principal of the outstanding Securities in respect of which moneys
      have been collected shall not have become due and be unpaid, to the payment
      of
      any interest on such Securities, in the order of the maturity of the
      installments of such interest, with interest upon the overdue installments
      of
      interest (so far as permitted by law and to the extent that such interest has
      been collected by the Trustee) at the rate or rates of interest borne by, or
      prescribed therefor in, such Securities, such payments to be made ratably to
      the
      persons entitled thereto, without discrimination or preference;

     

    Third:
      In
      case the principal of the outstanding Securities in respect of which such moneys
      have been collected shall have become due, by declaration or otherwise, to
      the
      payment of the whole amount then owing and unpaid upon such Securities for
      principal and interest, if any, with interest on the overdue principal and
      any
      installments of interest (so far as permitted by law and to the extent that
      such
      interest has been collected by the Trustee) at the rate or rates of interest
      borne by, or prescribed therefor in, such Securities; and in case such moneys
      shall be insufficient to pay in full the whole amount so due and unpaid upon
      such Securities, then to the payment of such principal and interest, without
      preference or priority of principal over interest, or of interest over
      principal, or of any installment of interest over any other installment of
      interest, or of any Security over any other Security, ratably to the aggregate
      of such principal and accrued and unpaid interest; and

     

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

     

    Section
      6.04           Limitation
      on Suits by Holders of Securities.

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

     

    No
      holder
      of any Security of any series shall have any right by virtue or by availing
      of
      any provision of this Indenture to institute any suit, action or proceeding
      in
      equity or at law upon or under or with respect to this Indenture or for the
      appointment of a receiver or trustee, or for any other remedy hereunder, unless
      such holder previously shall have given to the Trustee written notice of default
      and of the continuance thereof, as hereinbefore provided, and unless also the
      holders of not less than 25% in principal amount of all the Securities at the
      time outstanding (considered as one class) shall have made written request
      upon
      the Trustee to institute such action, suit or proceeding in its own name as
      Trustee hereunder and shall have offered to the Trustee such indemnity as it
      may
      require against the costs, expenses and liabilities to be incurred therein
      or
      thereby, and the Trustee, for 60 days after its receipt of such notice, request
      and offer of indemnity, shall have neglected or refused to institute any such
      action, suit or proceeding and no direction inconsistent with such written
      request shall have been given to the Trustee pursuant to Section 6.06; it
      being understood and intended, and being expressly covenanted by the taker
      and
      holder of every Security with every other taker and holder and the Trustee,
      that
      no one or more holders of Securities shall have any right in any manner whatever
      by virtue or by availing of any provision of this Indenture to affect, disturb
      or prejudice the rights of the holders of any other of such Securities, or
      to
      obtain or seek to obtain priority over or preference to any other such holder,
      or to enforce any right under this Indenture, except in the manner herein
      provided and for the equal, ratable and common benefit of all holders of
      Securities. For the protection and enforcement of the provisions of this
      Section, each and every Securityholder and the Trustee shall be entitled to
      such
      relief as can be given either at law or in equity.

     

    Notwithstanding
      any other provisions in this Indenture, the right of any holder of any Security
      to receive payment of the principal of and interest on such Security, on or
      after the respective due dates expressed in such Security (or, in the case
      of
      redemption on or after the date fixed for redemption), or to institute suit
      for
      the enforcement of any such payment on or after such respective dates, shall
      not
      be impaired or affected without the consent of such holder.

     

    Section
      6.05           On
      Default Trustee May Take Appropriate Action.

     

    In
      case
      of an Event of Default hereunder the Trustee may in its discretion proceed
      to
      protect and enforce the rights vested in it by this Indenture by such
      appropriate judicial proceedings as the Trustee shall deem most effectual to
      protect and enforce any of such rights, either by suit in equity or by action
      at
      law or by proceeding in bankruptcy or otherwise, whether for the specific
      enforcement of any covenant or agreement contained in this Indenture or in
      aid
      of the exercise of any power granted in this Indenture, or to enforce any other
      legal or equitable right vested in the Trustee by this Indenture or by law.
      All
      powers and remedies given by this Article to the Trustee or to the
      Securityholders shall, to the extent permitted by law, be deemed cumulative
      and
      not exclusive of any thereof or of any other powers and remedies available
      to
      the Trustee or the holders of the Securities, by judicial proceedings or
      otherwise, to enforce the performance or observance of the covenants and
      agreements contained in this Indenture, and no delay or omission of the Trustee,
      of any holder of any of the Securities or any holder of Preferred Securities
      to
      exercise any right or power accruing upon any Event of Default occurring and
      continuing as aforesaid shall impair any such right or power, or shall be
      construed to be a waiver of any such Event of Default or an acquiescence
      therein; and, subject to the provisions of Section 8.04, every power and
      remedy given by this Article or by law to the Trustee, to the Securityholders
      or
      the holders of Preferred Securities may be exercised from time to time, and
      as
      often as shall be deemed expedient, by the Trustee, by the Securityholders
      or by
      the holders of Preferred Securities, as the case may be.

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    

     

    In
      the
      case of Securities of a series issued to a Bear Stearns Trust, any holder of
      the
      corresponding series of Preferred Securities issued by such Bear Stearns Trust
      shall have the right, upon the occurrence of an Event of Default described
      in
      Section 6.01(a) or (b) above, to institute a suit directly against the
      Company for enforcement of payment to such holder of principal of (including
      premium, if any) and interest (including any Additional Sums, Additional
      Interest, Compounded Interest and Special Interest, if any) on the Securities
      having a principal amount equal to the aggregate liquidation amount of such
      Preferred Securities of the corresponding series held by such
      holder.

     

    Section
      6.06           Rights
      of Holders of Majority in Principal Amount of Securities to Direct Trustee
      and
      to Waive Default.

     

    The
      holders of a majority in principal amount of the Securities of any one or more
      series or of all the Securities, as the case may be (voting as one class),
      at
      the time outstanding (determined as provided in Section 8.04) 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 such one or more series; provided, however,
      that,
      subject to Section 7.01, the Trustee shall have the right to decline to
      follow any such direction if the Trustee being advised by Opinion of Counsel
      determines that the action so directed may not lawfully be taken or exposes
      the
      Trustee to personal liability, or if the Trustee in good faith shall, by a
      Responsible Officer or Officers of the Trustee, determine that the proceedings
      so directed would be illegal or expose it to personal liability or be unduly
      prejudicial to the rights of Securityholders of such one or more series not
      parties to such direction, and provided further that nothing in this Indenture
      shall impair the right of the Trustee to take any action deemed proper by the
      Trustee and which is not inconsistent with such direction by such
      Securityholders of such one or more series. The holders of a majority in
      principal amount of the Securities of all series as to which a default hereunder
      has occurred (all series voting as one class) at the time outstanding
      (determined as provided in Section 8.04) and, in the case of any Securities
      of a series issued to a Bear Stearns Trust, the holders of a majority in
      aggregate liquidation amount of the Preferred Securities issued by such Bear
      Stearns Trust, may waive any past default hereunder with respect to such series
      and its consequences, except a default in the payment of the principal of or
      interest on any of such Securities or in respect of a covenant or provision
      hereof which under Article X cannot be modified or amended without the
      consent of the holder of each Security so affected. Upon any such waiver, such
      default shall cease to exist and any Event of Default arising therefrom shall
      be
      deemed to have been cured for every purpose of this Indenture, but no such
      waiver shall extend to any subsequent or other default or impair any right
      consequent thereon. Any such waiver shall be deemed to be on behalf of the
      holders of all the Securities of such series or, in the case of a waiver by
      holders of Preferred Securities issued by such Bear Stearns Trust, on behalf
      of
      all holders of Preferred Securities issued by such Bear Stearns
      Trust.

     

    Section
      6.07           Trustee
      to Give Notice of Defaults Known to It, but May Withhold in Certain
      Circumstances.

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

     

    The
      Trustee shall, within 90 days after the occurrence of any default hereunder
      with
      respect to the Securities of any series, give to the holders of the Securities
      of such series in the manner and to the extent provided in subsection (c) of
      Section 5.04 with respect to reports pursuant to subsection (a) of said
      Section 5.04, notice of such default known to the Trustee unless such
      default shall have been cured, remedied or waived before the giving of such
      notice (the term “default”
for
      the
      purposes of this Section being hereby defined to be the events specified in
      clauses (c), (d) and (e) of Section 6.01, default in the payment of the
      principal of or interest on Securities of any series, and any additional events
      specified in the terms of any series of Securities pursuant to
      Section 2.01, not including any periods of grace provided for therein, and
      irrespective of the giving of written notice specified in any such terms, and
      irrespective of the delivery of any Officers’ Certificate provided for in any
      such terms); provided, that, except in the case of default in the payment of
      the
      principal of or interest on any of the Securities of such series, the Trustee
      shall be protected in withholding such notice if and so long as the Board of
      Directors, the Executive Committee, or a Trust Committee of directors and/or
      Responsible Officers of the Trustee in good faith determines that the
      withholding of such notice is in the interest of the holders of the Securities
      of such series.

     

    Section
      6.08           Requirement
      of an Undertaking to Pay Costs in Certain Suits under the Indenture or against
      the Trustee.

     

    All
      parties to this Indenture agree, and each holder of any Security 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 or
      omitted by it as Trustee, the filing by any party litigant in such suit of
      an
      undertaking to pay the costs, including reasonable attorneys’ fees, against any
      party litigant in such suit, having due regard to the merits and good faith
      of
      the claims or defenses made by such party litigant; but the provisions of this
      Section shall not apply to any suit instituted by the Trustee, to any suit
      instituted by any holder of Securities of any series, or group of such
      Securityholders, holding in the aggregate more than ten percent in principal
      amount of all the Securities (all series considered as one class) outstanding;
      or to any suit instituted by any Securityholder for the enforcement of the
      payment of the principal of or interest on any Security, on or after the due
      date expressed in such Security (or in the case of any redemption, on or after
      the date fixed for redemption).

     

    ARTICLE
      VII

     

    CONCERNING
      THE TRUSTEE

     

    Section
      7.01           Upon
      Event of Default Occurring and Continuing, Trustee Shall Exercise Powers Vested
      in It, and Use Same Degree of Care and Skill in Their Exercise, as a Prudent
      Man
      Would Use.

     

    The
      Trustee, prior to the occurrence of an Event of Default and after the curing,
      remedying or waiving of all Events of Default which may have occurred,
      undertakes to perform such duties and only such duties as are specifically
      set
      forth in this Indenture. In case an Event of Default has occurred (which has
      not
      been cured, remedied or waived) the Trustee shall exercise such of the rights
      and powers vested in it by this Indenture, and use the same degree of care
      and
      skill in their exercise, as a prudent man would exercise or use under the
      circumstances in the conduct of his own affair.

    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        

      

    

     

    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; provided, however, that

     

    (a)           Prior
      to the occurrence of an Event of Default and after the curing, remedying or
      waiving of all Events of Default which may have occurred:

     

    (1)           The
      duties and obligations of the Trustee shall be determined solely by the express
      provisions of this Indenture and the Trustee shall not be liable except for
      the
      performance of such duties and obligations as are specifically set forth in
      this
      Indenture, and no implied covenants or obligations shall be read into this
      Indenture against the Trustee; and

     

    (2)           In
      the absence of bad faith on the part of the Trustee, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness of
      the
      opinions expressed therein, upon any certificates or opinions furnished to
      the
      Trustee and conforming to the requirements of this Indenture; but in the case
      of
      any such certificates or opinions which by any provision 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)           The
      Trustee shall not be liable for any error of judgment made in good faith by
      a
      Responsible Officer or Officers of the Trustee, unless it shall be proved that
      the Trustee was negligent in ascertaining the pertinent facts;

     

    (c)           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
      Securities pursuant to Section 6.06 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;

     

    (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 7.01;
      and

     

    (e)           None
      of the provisions contained in this Indenture shall require the Trustee to
      expend or risk its own funds or otherwise incur personal financial liability
      in
      the performance of any of its duties hereunder or in the exercise of any of
      its
      rights or powers, if there is reasonable ground for believing that the repayment
      of such funds or adequate indemnity against such risk or liability is not
      reasonably assured to it.

     

    Section
      7.02           Reliance
      on Documents, Opinions, Etc.

     

    Except
      as
      otherwise provided in Section 7.01:

    
      
        
        

      

      
        -42-

        
          

        

      

      
        
        

      

    

     

    (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, consent, order, approval, bond, debenture, note 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, direction, order or demand of the Company mentioned herein shall be
      sufficiently evidenced by an Officers’ Certificate (unless other evidence in
      respect thereof be herein specially prescribed); and any Resolution of the
      Company may be evidenced to the Trustee by a copy thereof certified by the
      Secretary or an Assistant Secretary of the Company;

     

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

     

    (d)           The
      Trustee shall be under no obligation to exercise any of the rights or powers
      vested in it by this Indenture at the request, order or direction of any of
      the
      Securityholders, pursuant to the provisions of this Indenture, unless such
      Securityholders shall have offered to the Trustee reasonable security or
      indemnity against the costs, expenses and liabilities which may be incurred
      therein or thereby;

     

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

     

    (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, consent, order, approval, bond, debenture, note or other paper
      or document, unless requested in writing to do so by the holders of Securities
      pursuant to Section 6.06; provided, however, that if the payment within a
      reasonable time to the Trustee of the costs, expenses or liabilities likely
      to
      be incurred by it in the making of such investigation, is in the opinion of
      the
      Trustee, not reasonably assured to the Trustee by the security afforded to
      it by
      the terms of this Indenture, the Trustee may require reasonable indemnity
      against such costs, expenses or liabilities as a condition to so proceeding;
      and
      provided further, that nothing in this subsection (f) shall require the Trustee
      to give the Securityholders any notice other than that required by
      Section 6.07. The reasonable expense of every such examination shall be
      paid by the Company or, if paid by the Trustee, shall be repaid by the Company
      upon demand;

     

    (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; and

     

    (h)           The
      Trustee shall be under no responsibility for the approval by it in good faith
      of
      any expert for any of the purposes expressed in this Indenture.

     

    Section
      7.03           Trustee
      Not Liable for Recitals in Indenture or in Securities.

    
      
        
        

      

      
        -43-

        
          

        

      

      
        
        

      

    

     

    The
      recitals contained herein and in the Securities (other than the certificate
      of
      authentication on the Securities) shall be taken as the statements of the
      Company, and the Trustee assumes no responsibility for the correctness of the
      same. The Trustee makes no representations as to the validity or sufficiency
      of
      this Indenture or of the Securities. The Trustee shall not be responsible for
      the Company’s performance hereunder, the Company’s representations and
      warranties or its use or application of any of the Securities or of the proceeds
      thereof.

     

    Section
      7.04           May
      Own Securities.

     

    The
      Trustee or any agent of the Company or of the Trustee, in its individual or
      any
      other capacity, may become the owner or pledgee of Securities with the same
      rights it would have if it were not Trustee or such agent.

     

    Section
      7.05           Moneys
      Received by Trustee to Be Held in Trust without Interest.

     

    Subject
      to the provisions of Section 12.04, all moneys received by the Trustee
      shall, until used or applied as herein provided, be held in trust for the
      purposes for which they were received, but need not be segregated from other
      funds except to the extent required by law. The Trustee shall be under no
      liability for interest on any moneys received by it hereunder.

     

    Section
      7.06           Trustee
      Entitled to Compensation, Reimbursement and Indemnity.

     

    The
      Company covenants and agrees to pay to the Trustee from time to time, and the
      Trustee shall be entitled to, compensation (which shall not be limited by any
      provision of law in regard to the compensation of a trustee of any express
      trust), and, the Company will pay or reimburse the Trustee upon its request
      for
      all expenses, disbursements and advances incurred or made by the Trustee in
      connection with the acceptance or administration of its trust under this
      Indenture (including the compensation and the expenses and disbursements of
      its
      agents and counsel and of all persons not regularly in its employ) except any
      such expense, disbursement or advance as may arise from its negligence or bad
      faith. The Company also covenants to indemnify the Trustee and its agents for,
      and to hold them harmless against, any loss, liability or expense incurred
      without negligence or bad faith on their part and arising out of or in
      connection with the acceptance or administration of this trust and performance
      of their duties hereunder, including the costs and expenses (including fees
      and
      disbursements of their counsel) of defending themselves against any claim or
      liability in connection with the exercise or performance of any of the powers
      or
      duties hereunder. The obligations of the Company under this Section to
      compensate the Trustee, to pay or reimburse the Trustee for expenses,
      disbursements and advances and to indemnify and hold harmless the Trustee shall
      constitute additional indebtedness hereunder and shall survive the satisfaction
      and discharge of this Indenture and the resignation or removal of the Trustee.
      The obligations of the Company under this Section shall not be subordinated
      to
      the payment of Senior Indebtedness pursuant to Article XIV. As security for
      the
      performance of these obligations, the Trustee shall have a lien prior to that
      of
      the Securities upon all property and funds held or collected by the Trustee
      as
      such, except funds held in trust for the payment of principal of or interest,
      if
      any, on particular Securities.

    
      
        
        

      

      
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    Section
      7.07           Right
      of Trustee to Rely on Officers’ Certificate Where No Other Evidence Specifically
      Prescribed.

     

    Except
      as
      otherwise provided in Section 7.01, whenever in the administration of the
      provisions of this Indenture the Trustee shall deem it necessary or desirable
      that a matter be proved or established prior to taking suffering or omitting
      any
      action hereunder, such matter (unless other evidence in respect thereof be
      herein specifically prescribed) may, in the absence of negligence or bad faith
      on the part of the Trustee be deemed to be conclusively proved and established
      by an Officers’ Certificate delivered to the Trustee, and such Certificate, in
      the absence of negligence or bad faith on the part of the Trustee, shall be
      full
      warrant to the Trustee for any action taken, suffered or omitted by it under
      the
      provisions of this Indenture upon the faith thereof.

     

    Section
      7.08           Disqualification;
      Conflicting Interests.

     

    If
      the
      Trustee has or shall acquire any conflicting interest, within the meaning of
      the
      Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
      to the extent and in the manner provided by, and subject to the provisions
      of,
      the Trust Indenture Act and this Indenture. To the extent permitted by such
      Act,
      the Trustee shall not be deemed to have a conflicting interest by virtue of
      being a trustee under any Trust Agreement and the Trust Securities issued or
      to
      be issued thereunder; any Bear Stearns Guarantee relating to a Bear Stearns
      Trust between the Company and The Bank of New York as guarantee trustee; any
      Amended and Restated Trust Agreement related to a Bear Stearns Trust among
      the
      Company, as depositor, The Bank of New York, as property trustee, The Bank
      of
      New York (Delaware), as Delaware trustee, the administrative trustees named
      therein and the several holders and the Trust Securities issued or to be issued
      thereunder; or the Existing Indenture and the securities issued or to be issued
      thereunder.

     

    Section
      7.09           Requirements
      for Eligibility of Trustee.

     

    The
      Trustee hereunder shall at all times be a Person organized and doing business
      under the laws of the United States or any State or territory thereof or of
      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, subject
      to supervision or examination by federal, state, territorial, or District of
      Columbia authority. If such Person publishes reports of condition at least
      annually, pursuant to law or to the requirements of the aforesaid 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. In
      case at any time the Trustee shall cease to be eligible in accordance with
      the
      provisions of this Section, the Trustee shall resign immediately in the manner
      and with the effect specified in Section 7.10. Neither the Company, any
      other obligor upon the Securities, nor any person directly or indirectly
      controlling, controlled by, or under common control with the Company or any
      such
      obligor shall serve as Trustee under this Indenture.

     

    Section
      7.10           Resignation
      of Trustee.

    
      
        
        

      

      
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    (a)           The
      Trustee, or any trustee or trustees hereafter appointed, may at any time resign
      with respect to one or more or all series of Securities by giving written notice
      of such resignation to the Company and by giving to the holders of Securities
      of
      the applicable series notice thereof in the manner and to the extent provided
      in
      subsection (c) of Section 5.04 with respect to reports pursuant to
      subsection (a) of Section 5.04. Upon receiving such notice of resignation
      and if the Company shall deem it appropriate evidence satisfactory to it of
      such
      mailing, the Company shall promptly appoint a successor Trustee with respect
      to
      the applicable series (it being understood that any successor Trustee may be
      appointed with respect to the Securities of one or more or all of such series
      and at any time there shall be only one Trustee with respect to the Securities
      of any particular series) by written instrument, in duplicate, executed pursuant
      to a Resolution of the Company, one copy of which instrument shall be delivered
      to the resigning Trustee and one copy to the successor Trustee. If no successor
      Trustee shall have been so appointed with respect to any series and have
      accepted appointment within 30 days after the mailing of such notice of
      resignation, the resigning Trustee may petition any court of competent
      jurisdiction for the appointment of a successor Trustee, or any Securityholder
      who has been a protected holder of a Security or Securities of the applicable
      series for at least six months may, subject to the provisions of
      Section 6.08, on behalf of himself and all others similarly situated,
      petition any such court for the appointment of a successor Trustee. Such court
      may thereupon after such notice, if any, as it may deem proper and prescribe,
      appoint a successor Trustee.

     

    (b)           In
      case at any time any of the following shall occur:

     

    (1)           The
      Trustee shall fail to comply with the provisions of Section 7.08 after
      written request therefor by the Company or by any Securityholder who has been
      a
      protected holder of a Security or Securities of the applicable series for at
      least six months, unless the Trustee’s duty to resign is stayed as provided in
      Section 310(b) of the Trust Indenture Act, or

     

    (2)           The
      Trustee shall cease to be eligible in accordance with the provisions of
      Section 7.09 and shall fail to resign after written request therefor by the
      Company or by any such Securityholder, 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, the Company may remove the Trustee with
      respect to the applicable series and appoint a successor Trustee with respect
      to
      the applicable series by written instrument, in duplicate, executed pursuant
      to
      a Resolution of the Company, one copy of which instrument shall be delivered
      to
      the Trustee so removed and one copy to the successor Trustee, or, subject to
      the
      provisions of Section 6.08, any Securityholder who has been a protected
      holder of a Security or Securities of the applicable series 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 and the
      appointment of a successor Trustee with respect to the applicable series. Such
      court may thereupon, after such notice, if any, as it may deem proper and
      prescribe, remove the Trustee and appoint a successor Trustee.

    
      
        
        

      

      
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    (c)           The
      holders of a majority in principal amount of the Securities of any one series
      voting as a separate class or all series voting as one class at the time
      outstanding (determined as provided in Section 8.04) may at any time remove
      the Trustee with respect to the applicable series or all series, as the case
      may
      be, and appoint a successor Trustee with respect to the applicable series or
      all
      series, as the case may be, by written instrument or instruments signed by
      such
      holders or their attorneys-in-fact duly authorized, or by the affidavits of
      the
      permanent chairman and secretary of a meeting of the Securityholders evidencing
      the vote upon a resolution or resolutions submitted thereto with respect to
      such
      removal and appointment (as provided in Article IX), and by delivery
      thereof to the Trustee so removed, to the successor Trustee and to the
      Company.

     

    (d)           Any
      resignation or removal of the Trustee and any appointment of a successor Trustee
      pursuant to any of the provisions of this Section shall become effective
      upon acceptance of appointment by the successor Trustee as provided in
      Section 7.11.

     

    Section
      7.11           Acceptance
      by Successor Trustee.

     

    Any
      successor Trustee with respect to all series of Securities appointed as provided
      in Section 7.10 shall execute, acknowledge and deliver to the Company and
      to its predecessor Trustee an instrument accepting such appointment hereunder,
      and thereupon the resignation or removal of the predecessor Trustee with respect
      to all series shall become effective and such successor Trustee, without any
      further act, deed or conveyance, shall become vested with all the rights,
      powers, trusts, duties and obligations with respect to such series of its
      predecessor hereunder, with like effect as if originally named as Trustee
      herein; but, nevertheless, on the written request of the Company or of the
      successor Trustee, the Trustee ceasing to act shall, upon payment of any amounts
      then due it pursuant to the provisions of Section 7.06, execute and deliver
      an instrument transferring to such successor Trustee all the rights, trusts
      and
      powers with respect to such series of the Trustee so ceasing to act. Upon the
      request of any such successor Trustee, the Company shall execute any and all
      instruments in writing for more fully and certainly vesting in and confirming
      to
      such successor Trustee all such rights, trusts and powers. Any Trustee ceasing
      to act shall, nevertheless, retain a lien upon all property or funds held or
      collected by such Trustee or any successor Trustee to secure any amounts then
      due it pursuant to the provisions of Section 7.06.

     

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

    
      
        
        

      

      
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    No
      successor Trustee shall accept appointment as provided in this
      Section unless at the time of such acceptance such successor Trustee shall
      be qualified under the provisions of Section 7.08 and eligible under the
      provisions of Section 7.09.

     

    Upon
      acceptance of appointment by a successor Trustee as provided in this Section,
      the successor Trustee shall at the expense of the Company transmit notice of
      the
      succession of such Trustee hereunder to the holders of Securities of any
      applicable series in the manner and to the extent provided in subsection (c)
      of
      Section 5.04 with respect to reports pursuant to subsection (a) of said
      Section 5.04.

     

    Section
      7.12           Successor
      to Trustee by Merger, Consolidation or Succession to Business.

     

    Any
      Person into which the Trustee may be merged or converted or with which it may
      be
      consolidated, or any Person resulting from any merger, conversion or
      consolidation to which the Trustee shall be a party, or any corporation
      succeeding to all or substantially all of the corporate trust business of the
      Trustee, shall be the successor of the Trustee hereunder, provided such Person
      shall be qualified under the provisions of Section 7.08 and eligible under
      the provisions of Section 7.09, without the execution or filing of any
      paper or any further act on the part of any of the parties hereto, anything
      herein to the contrary notwithstanding.

     

    In
      case
      at the time such successor to the Trustee shall succeed to the trusts created
      by
      this Indenture any of the Securities shall have been authenticated but not
      delivered, any such successor to the Trustee may adopt the certificate of
      authentication of any predecessor Trustee, and deliver such Securities so
      authenticated; and in case at that time any of the Securities shall not have
      been authenticated, any successor to the Trustee may authenticate such
      Securities either in the name of any predecessor hereunder or in the name of
      the
      successor Trustee; and in all such cases such certificates shall have the full
      force which it is anywhere in the Securities or in this Indenture provided
      that
      the certificate of the Trustee shall have; provided, however, that the right
      to
      adopt the certificate of authentication of any predecessor Trustee or to
      authenticate Securities in the name of any predecessor Trustee shall apply
      only
      to its successor or successors by merger, conversion or
      consolidation.

    
      
        
        

      

      
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    Section
      7.13           Limitations
      on Rights of Trustee as a Creditor to Obtain Payment of Certain Claims within
      Three Months Prior to Default or During Default, or to Realize on Property
      as
      such Creditor Thereafter.

     

    (a)           Subject
      to the provisions of subsection (b) of this Section, if the Trustee shall be
      or
      shall become a creditor, directly or indirectly, secured or unsecured, of the
      Company or of any other obligor on the Securities within three months prior
      to a
      default, as defined in subsection (c) of this Section, or subsequent to such
      a
      default, then, unless and until such default shall be cured, the Trustee shall
      set apart and hold in a special account for the benefit of the Trustee
      individually, the holders of the Securities of the one or more indenture
      securities (as defined in subsection (c) of this Section):

     

    (1)           An
      amount equal to any and all reductions in the amount due and owing upon any
      claim as such creditor in respect of principal or interest, effected after
      the
      beginning of such three months’ period, and valid as against the Company and its
      other creditors, except any such reduction resulting from the receipt or
      disposition of any property described in paragraph (2) of this subsection,
      or
      from the exercise of any right of set-off which the Trustee could have exercised
      if a petition in bankruptcy had been filed by or against the Company upon the
      date of such default; and

     

    (2)           All
      property received by the Trustee in respect of any claims as such creditor,
      either as security therefor, or in satisfaction or composition thereof, or
      otherwise, after the beginning of such three months’ period, or an amount equal
      to the proceeds of any such property if disposed of, subject, however, to the
      rights, if any, of the Company and its other creditors in such property or
      such
      proceeds.

     

    Nothing
      herein contained, however, shall affect the right of the Trustee:

     

    (A)           To
      retain for its own account (i) payments made on account of any such claim
      by any person (other than the Company) who is liable thereon, (ii) the
      proceeds of the protected sale of any such claim by the Trustee to a third
      person, and (iii) distributions made in cash, securities, or other property
      in respect of claims filed against the Company in bankruptcy or receivership
      or
      in proceedings for reorganization pursuant to title 11 of the United States
      Code
      or applicable state laws;

     

    (B)           To
      realize, for its own account, upon any property held by it as security for
      any
      such claim, if such property was so held prior to the beginning of such three
      months’ period;

     

    (C)           To
      realize, for its own account, but only to the extent of the claim hereinafter
      mentioned, upon any property held by it as security for any such claim, if
      such
      claim was created after the beginning of such three months’ period and such
      property was received as security therefor simultaneously with the creation
      thereof, and if the Trustee shall sustain the burden of proving that at the
      time
      such property was so received, the Trustee had no reasonable cause to believe
      that a default, as defined in subsection (c) of this Section, would occur within
      three months; or

    
      
        
        

      

      
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    (D)           To
      receive payment on any claim referred to in paragraph (B) or (C) against the
      release of any property held as security for such claim as provided in such
      paragraph (B) or (C), as the case may be, to the extent of the fair value of
      such property.

     

    For
      the
      purposes of paragraphs (B), (C), and (D), property substituted after the
      beginning of such three months’ period for property held as security at the time
      of such substitution shall, to the extent of the fair value of the property
      released, have the same status as the property released, and to the extent
      that
      any claim referred to in any such paragraphs is created in renewal of or in
      substitution for or for the purpose of repaying or refunding any pre-existing
      claim of the Trustee as such creditor, such claim shall have the same status
      as
      such pre-existing claim.

     

    If
      the
      Trustee shall be required to account, the funds and property held in such
      special account and the proceeds thereof shall be apportioned between the
      Trustee, the holders of Securities of the one or more series for which it is
      acting as Trustee, and the holders of other indenture securities in such manner
      that the Trustee, such Securityholders and the holders of other indenture
      securities realize, as a result of payments from such special account and
      payments of dividends on claims filed against the Company in bankruptcy or
      receivership or in proceedings for reorganization pursuant to title 11 of the
      United States Code or applicable state law, the same percentage of their
      respective claims, figured before crediting to the claim of the Trustee anytime
      on account of the receipt by it from the Company of the funds and property
      in
      such special account and before crediting to the respective claim’s of the
      Trustee, such Securityholders, and the holders of other indenture securities
      dividends on claims filed against the Company in bankruptcy or receivership
      or
      in proceedings for reorganization pursuant to title 11 of the United States
      Code
      or applicable state law, but after crediting thereon receipts on account of
      the
      indebtedness represented by their respective claims from all sources other
      than
      from such dividends and from the funds and property so held in such special
      account. As used in this paragraph, with respect to any claim, the term
“dividends”
shall
      include any distribution with respect to such claim in bankruptcy or
      receivership or in proceedings for reorganization pursuant to title 11 of the
      United States Code or applicable state law, whether such distribution is made
      in
      cash, securities, or other property, but shall not include any such distribution
      with respect to the secured portion, if any, of such claim. The court in which
      such bankruptcy, receivership or proceeding for reorganization is pending shall
      have jurisdiction (i) to apportion among the Trustee, such Securityholders,
      and the holders of other indenture securities, in accordance with the provisions
      of this paragraph, the funds and property held in such special account and
      the
      proceeds thereof, or (ii) in lieu of such apportionment, in whole or in
      part, to give to the provisions of this paragraph due consideration in
      determining the fairness of the distributions to be made to the Trustee, such
      Securityholders and the holders of other indenture securities with respect
      to
      their respective claims, in which event it shall not be necessary to liquidate
      or to appraise the value of any securities or other property held in such
      special account or as security for any such claim, or to make a specific
      allocation of such distributions as between the secured and unsecured portions
      of such claim, or otherwise to apply the provisions of this paragraph as a
      mathematical formula.

    
      
        
        

      

      
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    Any
      Trustee who has resigned or been removed after the beginning of such three
      months’ period shall be subject to the provisions of this subsection (a) as
      though such resignation or removal had not occurred. If any Trustee has resigned
      or been removed prior to the beginning of such three months’ period, it shall be
      subject to the provisions of this subsection (a) if and only if the following
      conditions exist:

     

    (i)           The
      receipt of property or reduction of claim which would have given rise to the
      obligation to account, if such Trustee had continued as trustee, occurred after
      the beginning of such three months’ period; and

     

    (ii)           Such
      receipt of property or reduction of claim occurred within three months after
      such resignation or removal;

     

    (b)           There
      shall be excluded from the operation of subsection (a) of this Section a
      creditor relationship arising from:

     

    (1)           The
      ownership or acquisition of securities issued under any indenture, or any
      security or securities having a maturity of one year or more at the time of
      acquisition by the Trustee;

     

    (2)           Advances
      authorized by a receivership or bankruptcy court of competent jurisdiction,
      or
      by this Indenture, for the purpose of preserving any property which shall at
      any
      time be subject to the lien of this Indenture or of discharging tax liens or
      other prior liens or encumbrances thereon, if notice of such advances and of
      the
      circumstances surrounding the making thereof is given to the Securityholders
      at
      the time and in the manner provided in Section 5.04(c) with respect to
      reports pursuant to subsections (a) and (b) thereof, respectively;

     

    (3)           Disbursements
      made in the ordinary course of business in the capacity of Trustee under an
      indenture, transfer agent, registrar, custodian, Paying Agent, fiscal agent
      or
      depositary, or other similar capacity;

     

    (4)           An
      indebtedness created as a result of services rendered or premises rented; or
      an
      indebtedness created as a result of goods or securities sold in a cash
      transaction as defined in subsection (c) of this Section;

     

    (5)           The
      ownership of stock or of other securities of a corporation organized under
      the
      provisions of Section 25(a) of the Federal Reserve Act, as amended, which
      is directly or indirectly a creditor of the Company; or

     

    (6)           The
      acquisition, ownership, acceptance or negotiation of any drafts, bills of
      exchange, acceptances or obligations which fall within the classification of
      self-liquidating paper as defined in subsection (c) of this
      Section.

    
      
        
        

      

      
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    (c)           As
      used in this Section:

     

    (1)           The
      term “default”
shall
      mean any failure to make payment in full of the principal of or interest upon
      any of the Securities or upon the other indenture securities when and as such
      principal or interest becomes due and payable.

     

    (2)           The
      term “other
      indenture securities”
shall
      mean securities upon which the Company is an obligor (as defined in the Trust
      Indenture Act of 1939, as amended) outstanding under any other indenture (A)
      under which the Trustee is also trustee, (B) which contains provisions
      substantially similar to the provisions of subsection (a) of this Section,
      and
      (C) under which a default exists at the time of the apportionment of the funds
      and property held in said special account.

     

    (3)           The
      term “cash
      transaction”
shall
      mean 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.

     

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

     

    (5)           The
      term “Company”
shall
      mean any obligor upon the Securities.

     

    ARTICLE
      VIII

     

    CONCERNING
      THE SECURITYHOLDERS

     

    Section
      8.01           Evidence
      of Action by Securityholders.

     

    Whenever
      in this Indenture it is provided that the holders of a specified percentage
      in
      principal amount of the Securities of any or all series may take any action
      (including the making of any demand or request, the giving of any notice,
      consent, or waiver or the taking of any other action), the fact that at the
      time
      of taking any such action the holders of such specified percentage have joined
      therein may be evidenced (a) by any instrument or any number of instruments
      of
      similar tenor executed by such Securityholders in person or by agent or proxy
      appointed in writing, or (b) by the record of such holders of Securities voting
      in favor thereof at any meeting of such Securityholders duly called and held
      in
      accordance with the provisions of Article IX, or (c) by a combination of
      such instrument or instruments and any such record of such a meeting of such
      Securityholders.

    
      
        
        

      

      
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    If
      there
      shall be more than one Trustee acting hereunder with respect to separate series
      of Securities, such Trustees shall collaborate, if necessary, in acting under
      Article IX and in determining whether the holders of a specified percentage
      in principal amount of the Securities of any or all series have taken any such
      action.

     

    Section
      8.02           Proof
      of Execution of Instruments and of Holding of Securities.

     

    Subject
      to the provisions of Sections 7.01, 7.02 and 9.05, proof of the execution of
      any
      instrument by a Securityholder or his agent or proxy and proof of the holding
      by
      any person of any of the Securities shall be sufficient if made in the following
      manner:

     

    The
      fact
      and date of the execution by any such person of any instrument may be proved
      in
      any reasonable manner acceptable to the Trustee.

     

    The
      ownership of Securities of any series shall be proved by the Register of such
      Securities of such series, or by certificates of the Security registrar or
      registrars thereof.

     

    The
      Trustee shall not be bound to recognize any person as a Securityholder unless
      and until the title to the Securities held by him is proved in the manner in
      this Article VIII provided.

     

    The
      record of any Securityholders’ meeting shall be proved in the manner provided in
      Section 9.06.

     

    The
      Trustee may accept such other proof or require such additional proof of any
      matter referred to in this Section as it shall deem
      reasonable.

     

    Section
      8.03           Who
      May be Deemed Owners of Securities.

     

    Prior
      to
      due presentment for registration of transfer of any Security, the Company,
      the
      Trustee and any agent of the Company or the Trustee may deem and treat the
      person in whose name such Security shall be registered upon the Register of
      Securities of the series of which such Security is a part as the absolute owner
      of such Security (whether or not such Security shall be overdue and
      notwithstanding any notation of ownership or other writing thereon) for the
      purpose of receiving payment of or an account of the principal of and interest,
      subject to Section 2.03, on such Security and for all other purposes; and
      neither the Company nor the Trustee nor any agent of the Company or the Trustee
      shall be affected by any notice to the contrary. All such payments so made
      to
      any such holder for the time being, or upon his order, shall be valid, and,
      to
      the extent of the sum or sums so paid, effectual to satisfy and discharge the
      liability for moneys payable upon any such Security.

     

    Section
      8.04           Securities
      Owned by Company or Controlled or Controlling Persons Disregarded for Certain
      Purposes.

    
      
        
        

      

      
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    In
      determining whether the holders of the requisite principal amount of Securities
      have concurred in any demand, direction, request, notice, vote, consent, waiver
      or other action under this Indenture, Securities which are owned by the Company
      or any other obligor on the Securities or by any person directly or indirectly
      controlling or controlled by or under direct or indirect common control with
      the
      Company or any other obligor on the Securities shall be disregarded and deemed
      not to be outstanding for the purpose of any such determination, provided that
      for the purposes of determining whether the Trustee shall be protected in
      relying on any such demand, direction, request, notice, vote, consent, waiver
      or
      other action, only Securities which a Responsible Officer of the Trustee
      assigned to its Corporate Trust Office knows are so owned shall be so
      disregarded. Securities so owned which have been pledged in good faith may
      be
      regarded as outstanding for the purposes of this Section, if the pledgee shall
      establish to the satisfaction of the Trustee the pledgee’s right to vote such
      Securities and that the pledgee is not a person directly or indirectly
      controlling or controlled by or under direct or indirect common control with
      the
      Company or any such other obligor. Upon request of the Trustee, the Company
      shall furnish to the Trustee promptly an Officers’ Certificate listing and
      identifying all Securities, if any, known by the Company to be owned or held
      by
      or for the account of the Company or any other obligor on the Securities or
      by
      any person directly or indirectly controlling or controlled by or under direct
      or indirect common control with the Company or any other obligor on the
      Securities; and, subject to the provisions of Section 7.01, the Trustee
      shall be entitled to accept such Officers’ Certificate as conclusive evidence of
      the facts therein set forth and of the fact that all Securities not listed
      therein are outstanding for the purpose of any such determination.

     

    Section
      8.05           Instruments
      Executed by Securityholders Bind Future Holders.

     

    At
      any
      time prior to (but not after) the evidencing to the Trustee, as provided in
      Section 8.01, of the taking of any action by the holders of the percentage
      in principal amount of the Securities specified in this Indenture in connection
      with such action, any holder of a Security which is shown by the evidence to
      be
      included in the Securities the holders of which have consented to such action
      may, by filing written notice with the Trustee at its Corporate Trust Office
      and
      upon proof of holding as provided in Section 8.02, revoke such action so
      far as concerns such Security. Except as aforesaid any such action taken by
      the
      holder of any Security and any direction, demand, request, notice, waiver,
      consent, vote or other action of the holder of any Security which by any
      provisions of this Indenture is required or permitted to be given shall be
      conclusive and binding upon such holder and upon all future holders and owners
      of such Security, and of any Security issued in lieu thereof or upon
      registration of transfer thereof, irrespective of whether any notation in regard
      thereto is made upon such Security. Any action taken by the holders of the
      percentage in principal amount of the Securities of any or all series specified
      in this Indenture in connection with such action shall be conclusively binding
      upon the Company, the Trustee and the holders of all of the Securities of such
      series subject, however, to the provisions of Section 7.01.

     

    ARTICLE
      IX

     

    SECURITYHOLDERS’
      MEETINGS

     

    Section
      9.01           Purposes
      for which Meeting May Be Called.

    
      
        
        

      

      
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    A
      meeting
      of holders of Securities of any or all series may be called at any time and
      from
      time to time pursuant to the provisions of this Article for any of the following
      purposes:

     

    (1)           To
      give any notice to the Company or to the Trustee, or to give any directions
      to
      the Trustee, or to consent to the waiving of any default hereunder and its
      consequences, or to take any other action authorized to be taken by holders
      of
      Securities of any or all series, as the case may be, pursuant to any of the
      provisions of Article VI;

     

    (2)           To
      remove the Trustee and appoint a successor Trustee pursuant to the provisions
      of
      Article VII;

     

    (3)           To
      consent to the execution of an indenture or indentures supplemental hereto
      pursuant to the provisions of Section 10.02; or

     

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

     

    Section
      9.02           Manner
      of Calling Meetings.

     

    The
      Trustee may at any time call a meeting of Securityholders to take any action
      specified in Section 9.01, to be held at such time and at such place in the
      Borough of Manhattan, City of New York as the Trustee shall determine. Notice
      of
      every meeting of Securityholders setting forth the time and place of such
      meeting and in general terms the action proposed to be taken at such meeting,
      shall be mailed not less than 20 nor more than 60 days prior to the date fixed
      for the meeting.

     

    Section
      9.03           Call
      of Meeting by Company or Securityholders.

     

    In
      case
      at any time the Company, pursuant to a resolution of its Board of Directors,
      or
      the holders of not less than ten percent in principal amount of the Securities
      of any or all series, as the case may be, then outstanding, shall have requested
      the Trustee to call a meeting of holders of Securities of any or all series,
      as
      the case may be, to take any action authorized in Section 9.01 by written
      request setting forth in reasonable detail the action proposed to be taken
      at
      the meeting, and the Trustee shall not have mailed notice of such meeting within
      20 days after receipt of such request, then the Company or such holders of
      Securities in the amount above specified may determine the time and place in
      the
      Borough of Manhattan, City of New York for such meeting and may call such
      meeting to take any action authorized in Section 9.01, by mailing notice
      thereof as provided in Section 9.02.

     

    Section
      9.04           Who
      May Attend and Vote at Meetings.

     

    To
      be
      entitled to vote at any meeting of Securityholders a person shall (a) be a
      holder of one or more Securities with respect to which the meeting is being
      held, or (b) be a person appointed by an instrument in writing as proxy by
      such
      holder of one or more Securities. The only persons who shall be entitled to
      be
      present or to speak at any meeting of Securityholders shall be the persons,
      entitled to vote at such meeting and their counsel and any representatives
      of
      the Trustee and its counsel and any representatives of the Company and its
      counsel.

    
      
        
        

      

      
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    Section
      9.05           Regulations
      May Be Made by Trustee.

     

    Notwithstanding
      any other provisions of this Indenture, the Trustee may make such reasonable
      regulations as it may deem advisable for any meeting of Securityholders, in
      regard to proof of the holding of 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 think fit. Except as otherwise permitted or required by any such
      regulations, the holding of Securities shall be proved in the manner specified
      in Section 8.02 and the appointment of any proxy shall be proved in the
      manner specified in said Section 8.02; provided, however, that such
      regulations may provide that written instruments appointing proxies regular
      on
      their face, may be presumed valid and genuine without the proof hereinabove
      or
      in said Section 8.02 specified.

     

    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
      Securityholders as provided in Section 9.03, in which case the Company or
      the Securityholders 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 majority vote of the
      meeting.

     

    Subject
      to the provisions of Section 8.04, at any meeting each Securityholder or
      proxy shall be entitled to one vote for each $1,000 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;
      provided, however, that each holder of Original Issue Discount Securities shall
      be entitled to one vote for each $1,000 amount which would be due upon
      acceleration of his Original Issue Discount Security on the date of the meeting.
      The chairman of the meeting shall have no right to vote other than by virtue
      of
      Securities held by him or instruments in writing as aforesaid duly designating
      him as the person to vote on behalf of other Securityholders. Any meeting of
      Securityholders duly called pursuant to the provisions of Section 9.02 or
      9.03 may be adjourned from time to time, and the meeting may be held so
      adjourned without further notice.

     

    At
      any
      meeting of Securityholders, the presence of persons holding or representing
      Securities in principal amount sufficient to take action on the business for
      the
      transaction of which such meeting was called shall constitute a quorum, but,
      if
      less than a quorum is present, the persons holding or representing a majority
      in
      principal amount of the securities represented at the meeting may adjourn such
      meeting with the same effect for all intents and purposes, as though a quorum
      had been present.

     

    Section
      9.06           Manner
      of Voting at Meetings and Record to be Kept.

    
      
        
        

      

      
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    The
      vote
      upon any resolution submitted to any meeting of Securityholders shall be by
      written ballots on which shall be subscribed the signatures of the holders
      of
      Securities or of their representatives by proxy and the principal amount or
      principal amounts of the Securities held or represented by them. The permanent
      chairman of the meeting shall appoint two inspectors of votes who shall count
      all votes cast at the meeting for or against any resolution and who shall make
      and file with the secretary of the meeting their verified written reports in
      duplicate of all votes cast at the meeting. A record in duplicate of the
      proceedings of each meeting of Securityholders 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 mailed as
      provided in Section 9.02. The record shall show the principal amount or
      principal amounts of the Securities voting in favor of or against any
      resolution. The record shall be signed and verified by the affidavits of the
      permanent chairman and secretary of the meeting and one of the duplicates shall
      be delivered to the Company and the other to the Trustee to be preserved by
      the
      Trustee, 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
      9.07           Exercise
      of Rights of Trustee, Securityholders and Holders of Preferred Securities Not
      to
      Be Hindered or Delayed.

     

    Nothing
      in this Article contained shall be deemed or construed to authorize or permit,
      by reason of any call of a meeting of Securityholders or any rights expressly
      or
      impliedly conferred hereunder to make such call any hindrance or delay in the
      exercise of any right or rights conferred upon or reserved to the Trustee,
      to
      the Securityholders or the holders of Preferred Securities under any of the
      provisions of this Indenture or of the Securities.

     

    ARTICLE
      X

     

    SUPPLEMENTAL
      INDENTURES

     

    Section
      10.01           Purposes
      for Which Supplemental Indentures May Be Entered into without Consent of
      Securityholders.

     

    The
      Company, when authorized by a Resolution of the Company, and the Trustee may
      from time to time and at any time enter into an indenture or indentures
      supplemental hereto, in form satisfactory to such Trustee (which shall comply
      with the provisions of the Trust Indenture Act of 1939 as then in effect),
      for
      one or more of the following purposes:

     

    (a)           To
      evidence the succession of another Person to the Company, or successive
      successions, and the assumption by the successor Person of the covenants,
      agreements and obligations of the Company pursuant to Article XI hereof and
      to comply with Section 15.07;

     

    (b)           To
      add to the covenants of the Company if the Company and the Trustee consider
      such
      covenants to be for the protection of the holders of all or any series of
      Securities (and if such covenants are to be for the benefit of less than all
      series of Securities, stating that such covenants are expressly being included
      solely for the benefit of such series);

    
      
        
        

      

      
        -57-

        
          

        

      

      
        
        

      

    

     

    (c)           To
      add or change any of the provisions of this Indenture to such extent as shall
      be
      necessary to permit or facilitate the issuance of Securities in bearer form,
      registrable or not registrable as to principal, and with or without interest
      coupons;

     

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

     

    (e)           To
      establish the form or terms of Securities of any series as permitted by Sections
      2.01 and 2.02;

     

    (f)           To
      cure any ambiguity or to correct or supplement any provision contained herein
      or
      in any supplemental indenture which may be defective or inconsistent with any
      other provisions contained herein or in any supplemental indenture, or to make
      such other provision in regard to matters or questions arising under this
      Indenture or any supplemental indenture; provided that such action shall not
      adversely affect the interest of the holders of Securities of any series in
      any
      material respect or, in the case of the Securities of a series issued to a
      Bear
      Stearns Trust and for so long as any of the corresponding series of Preferred
      Securities issued by such Bear Stearns Trust shall remain outstanding, the
      holders of such Preferred Securities;

     

    (g)           To
      mortgage or pledge to the Trustee as security for the Securities any property
      or
      assets which the Company may desire to mortgage or pledge as security for the
      Securities; and

     

    (h)           To
      qualify, or maintain the qualification of, the Indenture under the Trust
      Indenture Act.

     

    The
      Trustee is hereby authorized to join with the Company in the execution of any
      such supplemental indenture, to make any further appropriate agreements and
      stipulations which may be therein contained and to accept the conveyance,
      transfer, mortgage, pledge or assignment of any property thereunder, but the
      Trustee shall not be obligated to enter into any such supplemental indenture
      which affects the Trustee’s own rights, duties or immunities under this
      Indenture or otherwise.

     

    Any
      supplemental indenture authorized by the provisions of this Section may be
      executed by the Company and the Trustee without the consent of the holders
      of
      any of the Securities at the time outstanding, notwithstanding any of the
      provisions of Section 10.02.

     

    Section
      10.02           Modification
      of Indenture with Consent of Holders of a Majority in Principal Amount of
      Securities.

    
      
        
        

      

      
        -58-

        
          

        

      

      
        
        

      

    

     

    With
      the
      consent (evidenced as provided in Section 8.01) of the holders of not less
      than a majority in principal amount of the Securities of all series at the
      time
      outstanding (determined as provided in Section 8.04) affected by such
      supplemental indenture (voting as one class), the Company, when authorized
      by a
      Resolution of the Company, and the Trustee may from time to time and at any
      time
      enter into an indenture or indentures supplemental hereto (which shall be in
      conformity with the provisions of the Trust Indenture Act of 1939 as then in
      effect) for the purpose of adding any provisions to or changing in any manner
      or
      eliminating any of the provisions of this Indenture or of any supplemental
      indenture or of modifying in any manner the rights of the holders of the
      Securities of each such series; provided, however, that no such supplemental
      indenture shall (i) change the fixed maturity of any Securities, or reduce
      the rate or extend the time of payment of any interest thereon, or reduce the
      principal amount thereof, or change the provisions pursuant to which the rate
      of
      interest on any Security is determined if such change could reduce the rate
      of
      interest thereon, or reduce the minimum rate of interest thereon, or reduce
      any
      amount payable upon any redemption thereof, or adversely affect any right to
      convert the Securities in accordance herewith, or reduce the amount to be paid
      at maturity or upon redemption, or make the principal thereof or any interest
      thereon or on any overdue principal amount payable in any coin or currency
      other
      than that provided in the Security without the consent of the holder of each
      Security so affected, (ii) reduce the aforesaid percentage of Securities,
      the holders of which are required to consent to any such supplemental indenture,
      without the consent of the holders of all Securities then Outstanding, or
      (iii) modify any of the provisions of this Section, Section 4.07 or
      Section 6.06, except to increase any such percentage or to provide that
      certain other provisions of this Indenture cannot be modified or waived without
      the consent of the holder of each Security affected thereby or (iv) modify
      the provisions of Article XIV with respect to the subordination of
      outstanding Securities of any series in a manner adverse to the holders thereof,
      without the consent of the holder of each Security so affected, provided that,
      in the case of the Securities of a series issued to a Bear Stearns Trust, so
      long as any of the corresponding series of Preferred Securities issued by such
      Bear Stearns Trust remains outstanding, (i) no such amendment shall be made
      that adversely affects the holders of such Preferred Securities in any material
      respect (including any amendment which would result in a Bear Stearns Trust
      being classified as other than a grantor trust or the Securities as other than
      indebtedness of the Company, for United States federal income tax purposes),
      and
      no termination of this Indenture shall occur, and no waiver of any Event of
      Default with respect to such series or compliance with any covenant with respect
      to such series under this Indenture shall be effective, without the prior
      consent of the holders of at least a majority of the aggregate liquidation
      preference of such Preferred Securities then outstanding unless and until the
      principal (and premium, if any) of the Securities of such series and all accrued
      and unpaid interest (including any Additional Sums, Additional Interest,
      Compounded Interest or Special Interest, if any) thereon have been paid in
      full;
      and (ii) no amendment shall be made to Section 6.05 of this Indenture
      that would impair the rights of the holders of Preferred Securities provided
      therein without the prior consent of the holders of each Preferred Security
      then
      outstanding unless and until the principal (and premium, if any) of the
      Securities of such series and all accrued and unpaid interest (including any
      Additional Sums, Additional Interest, Compounded Interest and Special Interest)
      thereon have been paid in full.

     

    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 Preferred Securities,
      or which modifies the rights of holders of Securities or holders of Preferred
      Securities of such series with respect to such covenant or other provision,
      shall be deemed not to affect the rights under this Indenture of the holders
      of
      Securities or holders of Preferred Securities of any other series.

    
      
        
        

      

      
        -59-

        
          

        

      

      
        
        

      

    

     

    Upon
      the
      request of the Company, accompanied by a copy of a Resolution of the Company
      certified by the Secretary or an Assistant Secretary of the Company authorizing
      the execution of any such supplemental indenture, and upon the filing with
      the
      Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee
      shall join with the Company in the execution of such supplemental indenture
      unless such supplemental indenture affects the Trustee’s own rights, duties or
      immunities under this Indenture or otherwise, in which case the Trustee may
      in
      its discretion, but shall not be obligated to, enter into such supplemental
      indenture.

     

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

     

    Promptly
      after the execution by the Company and the Trustee of any supplemental indenture
      pursuant to the provisions of this Section, the Company shall mail a notice
      to
      the holders of Securities of each series so affected, setting forth in general
      terms the substance of such supplemental indenture. Any failure of the Company
      to mail such notice, or any defect therein, shall not, however, in any way
      impair or affect the validity of any such supplemental indenture.

     

    Section
      10.03           Effect
      of Supplemental Indentures.

     

    Upon
      the
      execution of any supplemental indenture pursuant to the provisions of this
      Article, this Indenture shall be and be deemed to be modified and amended in
      accordance therewith and the respective rights, limitations of rights,
      obligations, duties and immunities under this Indenture of the Trustee, the
      Company and the holders of Securities shall thereafter be determined, exercised
      and enforced hereunder subject in all respects to such modifications and
      amendments, and all the terms and conditions of any such supplemental indenture
      shall be and be deemed to be part of the terms and conditions of this Indenture
      for any and all purposes.

     

    The
      Trustee shall be entitled to receive, and subject to the provisions of
      Section 7.01 shall be entitled to rely upon, an Opinion of Counsel as
      conclusive evidence that any such supplemental indenture complies with the
      provisions of this Article 10.

     

    Section
      10.04           Securities
      May Bear Notation of Changes by Supplemental Indentures.

     

    Securities
      authenticated and delivered after the execution of any supplemental indenture
      pursuant to the provisions of this Article, or after any action taken at a
      Securityholders’ meeting pursuant to Article IX, may bear a notation in
      form approved by the Trustee as to any matter provided for in such supplemental
      indenture or as to any action taken at any such meeting. If the Company or
      the
      Trustee shall so determine, new Securities so modified as to conform, in the
      opinion of the Trustee and the Board of Directors of the Company, to any
      modification of this Indenture contained in any such supplemental indenture
      may
      be prepared by the Company, authenticated by the Trustee and delivered in
      exchange for the Securities then outstanding.

    
      
        
        

      

      
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    Section
      10.05           Revocation
      and Effect of Consents.

     

    Subject
      to Section 8.05, until an amendment, supplement, waiver or other action
      becomes effective, a consent to it by a Securityholder of a Security is a
      continuing consent conclusive and binding upon such Securityholder and every
      subsequent Securityholder of the same Security or portion thereof, and of any
      Security issued upon the registration of transfer thereof or in exchange
      therefor or in place thereof, even if notation of the consent is not made on
      any
      such Security. Subject to Section 8.05, any such Securityholder or
      subsequent Securityholder may not revoke the consent as to his Security or
      portion of a Security.

     

    The
      Company may, but shall not be obligated to, fix a record date for the purpose
      of
      determining the Securityholders entitled to consent to any amendment, supplement
      or waiver. If a record date is fixed, then, notwithstanding the preceding
      paragraph, those Persons who were Securityholders at such record date (or their
      duly designated proxies), and only such Persons, shall be entitled to consent
      or
      revoke such consent to such amendment, supplement or waiver, whether or not
      such
      Persons continue to be Securityholders after such record date. No such consent
      shall be valid or effective for more than 180 days after such record
      date.

     

    After
      an
      amendment, supplement, waiver or other action becomes effective, it shall bind
      every Securityholder.

     

    ARTICLE
      XI

     

    CONSOLIDATION,
      MERGER, SALE OR CONVEYANCE

     

    Section
      11.01           Company
      May Consolidate, Etc., on Certain Terms.

     

    The
      Company covenants that it will not merge or consolidate with any other Person
      or
      sell or convey all or substantially all of its assets to any Person, unless
      (i) either the Company shall be the continuing corporation, or the
      successor Person (if other than the Company) shall be a Person organized and
      existing under the laws of the United States of America or a State thereof
      or
      the District of Columbia and such Person shall expressly assume the due and
      punctual payment of the principal of and interest on all the Securities,
      according to their tenor, and the due and punctual performance and observance
      of
      all of the covenants and conditions of this Indenture to be performed by the
      Company by supplemental indenture in form satisfactory to the Trustee, executed
      and delivered to the Trustee by such corporation, (ii) the Company or such
      successor Person, as the case may be, shall not, immediately after such merger
      or consolidation, or such sale or conveyance, be in default in the performance
      of any such covenant or condition, and (iii) in the case of Securities of a
      series issued to a Bear Stearns Trust, such consolidation, merger, sale or
      conveyance is permitted under the related Trust Agreement and Bear Stearns
      Guarantee and does not give rise to any breach or violation of the related
      Trust
      Agreement or Bear Stearns Guarantee.

     

    Section
      11.02           Successor
      Corporation Substituted.

     

    In
      case
      of any such consolidation, merger, sale or conveyance and upon any such
      assumption by the successor Person, such successor Person shall succeed to
      and
      be substituted for the Company, with the same effect as if it had been named
      herein as the party of the first part. Such successor Person thereupon may
      cause
      to be signed, and may issue either in its own name or in the name of the
      Company, any or all of the Securities issuable hereunder which theretofore
      shall
      not have been delivered to the Trustee; and upon the order of such successor
      corporation, instead of the Company, and subject to all the terms, conditions
      and limitations in this Indenture prescribed, the Trustee shall authenticate
      and
      shall deliver any Securities which previously shall have been signed and
      delivered by the officers of the Company to the Trustee, and any Securities
      which such successor corporation thereafter shall cause to be signed and
      delivered to the Trustee. All the Securities so issued shall in all respects
      have the same legal rank and benefit under this Indenture as the Securities
      theretofore or thereafter issued in accordance with the terms of this Indenture
      as though all of such Securities had been issued at the date of the execution
      hereof.

    
      
        
        

      

      
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    In
      case
      of any such consolidation, merger, sale or conveyance such changes in
      phraseology and form (but not in substance) may be made in the Securities
      thereafter to be issued as may be appropriate.

     

    Section
      11.03           Opinion
      of Counsel and Officers’ Certificate to Trustee.

     

    The
      Trustee shall be entitled to receive, and subject to the provisions of
      Section 7.01 shall be entitled to rely on an Officers’ Certificate and an
      Opinion of Counsel as conclusive evidence that any such consolidation, merger,
      sale or conveyance and any such assumption, complies with the provisions of
      this
      Article and that all conditions precedent herein provided for relating to such
      transaction have been complied with.

     

    ARTICLE
      XII

     

    SATISFACTION
      AND DISCHARGE OF INDENTURE;

    UNCLAIMED
      MONEYS

     

    Section
      12.01           Satisfaction
      and Discharge of Indenture.

     

    If
      (a)
      the Company shall deliver to the Trustee for cancellation all Securities of
      any
      series theretofore authenticated (other than any Securities of such series
      which
      shall have been destroyed, lost or stolen and which shall have been replaced
      or
      paid as provided in Section 2.07) and not theretofore canceled, or (b) all
      the Securities of such series not theretofore canceled or delivered to the
      Trustee for cancellation shall have become due and payable, or are by their
      terms to become due and payable within one year or are to be called for
      redemption within one year under arrangements satisfactory to the Trustee for
      the giving of notice of redemption, and the Company shall deposit with the
      Trustee as trust funds the entire amount sufficient to pay at maturity or upon
      redemption all of such Securities not theretofore canceled or delivered to
      the
      Trustee for cancellation, including principal and any interest due or to become
      due to such date of maturity or redemption date, as the case may be, and if
      in
      either case the Company shall also pay or cause to be paid all other sums
      payable hereunder by the Company with respect to Securities of such series,
      then
      this Indenture shall cease to be of further effect with respect to Securities
      of
      such series (except as to (i) remaining rights of registration of transfer,
      conversion, substitution and exchange and the Company’s right of optional
      redemption of Securities of such series, (ii) rights hereunder of holders
      to receive payments of principal of and any interest on, the Securities of
      such
      series, and other rights, duties and obligations of the holders of Securities
      of
      such series as beneficiaries hereof with respect to the amounts, if any, so
      deposited with the Trustee, and (iii) the rights, obligations and
      immunities of the Trustee hereunder), and the Trustee, on demand of the Company,
      and at the cost and expense of the Company, shall execute proper instruments
      acknowledging satisfaction of and discharging this Indenture. The Company hereby
      agrees to compensate the Trustee for any services thereafter reasonably and
      properly rendered and to reimburse the Trustee for any costs or expenses
      theretofore and thereafter reasonably and properly incurred by the Trustee
      in
      connection with this Indenture or the Securities of such series.

    
      
        
        

      

      
        -62-

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      the satisfaction and discharge of this Indenture with respect to the Securities
      of any or all series, the obligations of the Company to the Trustee under
      Section 7.06 hereof shall survive.

     

    Section
      12.02           Application
      by Trustee of Funds Deposited for Payment of Securities.

     

    Subject
      to Section 12.04, all moneys deposited with the Trustee pursuant to
      Section 12.01 shall be held in trust and applied by it to the payment,
      either directly or through any Paying Agent (including the Company acting as
      its
      own Paying Agent), to the holders of the particular Securities of such series,
      for the payment or redemption of which such moneys have been deposited with
      the
      Trustee, of all sums due and to become due thereon for principal and
      interest.

     

    Section
      12.03           Repayment
      of Moneys Held by Paying Agent.

     

    In
      connection with the satisfaction and discharge of this Indenture with respect
      to
      Securities of any series, all moneys with respect to Securities of such series
      then held by any Paying Agent under the provisions of this Indenture shall,
      upon
      demand of the Company, be paid to the Trustee and thereupon such Paying Agent
      shall be released from all further liability with respect to such
      moneys.

     

    Section
      12.04           Repayment
      of Moneys Held by Trustee.

     

    Any
      moneys deposited with the Trustee or any Paying Agent for the payment of the
      principal of or any interest on any Securities of any series and not applied
      but
      remaining unclaimed by the holders of Securities of such series for two years
      after the date upon which such payment shall have become due and payable, shall,
      at the request of the Company, be repaid to the Company by the Trustee or by
      such Paying Agent; and the holder of any of the Securities of such series
      entitled to receive such payment shall thereafter look only to the Company
      for
      the payment thereof; provided, however, that the Trustee or such Paying Agent,
      before being required to make any such repayment, may at the expense of the
      Company cause to be published once a week for two successive weeks (in each
      case
      on any day of the week) in an Authorized Newspaper, or mailed to the registered
      holders thereof, a notice that said moneys have not been so applied and that
      after a date named therein any unclaimed balance of said money then remaining
      will be returned to the Company.

    
      
        
        

      

      
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    ARTICLE
      XIII

     

    IMMUNITY
      OF INCORPORATORS, STOCKHOLDERS, OFFICERS, 

    DIRECTORS
      AND EMPLOYEES

     

    Section
      13.01           Incorporators,
      Stockholders, Officers, Directors and Employees of Company Exempt from
      Individual Liability.

     

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

     

    ARTICLE
      XIV

     

    SUBORDINATION
      OF SECURITIES

     

    Section
      14.01           Agreement
      to Subordinate.

     

    The
      Company, for itself, its successors and assigns, covenants and agrees, and
      each
      holder of a Security of any series likewise covenants and agrees by his
      acceptance thereof, that the Securities of any series shall be subordinate
      and
      junior in right of payment to all Senior Indebtedness of the Company, and that
      upon any payment or distribution of assets of the Company upon any liquidation,
      dissolution, winding-up, reorganization, assignment for benefit of creditors,
      marshaling of assets or any bankruptcy, insolvency, debt restructurings or
      similar proceedings or in connection with any insolvency or bankruptcy
      proceedings of the Company, the holders of Senior Indebtedness of the Company
      shall first be entitled to receive payment in full of principal of (and premium,
      if any) and interest, if any, on such Senior Indebtedness before any payment
      shall be made on account of the principal of or interest on any of the
      Securities. In the event of any such proceeding, after payment in full of all
      sums owing with respect to Senior Indebtedness of the Company, the holders
      of
      the Securities of each series, together with the holders of any obligations
      of
      the Company ranking on a parity with the Securities, shall be entitled to be
      paid from the remaining assets of the Company the amounts at the time due and
      owing on account of unpaid principal of and interest on the Securities of any
      series before any payment or other distribution, whether in cash, property
      or
      otherwise, shall be made on account of any capital stock or any obligations
      of
      the Company ranking junior to the Securities. In addition, in the event of
      any
      such proceeding, if any payment or distribution of assets of the Company of
      any
      kind or character, whether in cash, property or securities, including any such
      payment or distribution which may be payable or deliverable by reason of the
      payment of any other indebtedness of the Company being subordinated to the
      payment of the Securities of any series shall be received by the Trustee or
      the
      holders of the Securities of any series before all Senior Indebtedness of the
      Company is paid in full, such payment or distribution shall be held in trust
      for
      the benefit of and shall be paid over to the trustee in bankruptcy, receiver,
      liquidating trustee or custodian, for application to the payment of all Senior
      Indebtedness of the Company remaining unpaid until all such Senior Indebtedness
      of the Company shall have been paid in full, after giving effect to any
      concurrent payment or distribution to the holders of such Senior Indebtedness
      of
      the Company. The obligations of the Company in respect of the Securities of
      all
      series shall rank on a parity with any obligations of the Company ranking on
      a
      parity with the Securities. Nothing in this Article shall apply to claims of,
      or
      payments to, the Trustee under or pursuant to Section 7.06.

    
      
        
        

      

      
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    The
      Company shall give prompt written notice to the Trustee of any insolvency,
      receivership, conservatorship, reorganization, readjustment of debt, marshaling
      of assets and liabilities or similar proceedings or any liquidation or
      winding-up of or relating to the Company as a whole, whether voluntary or
      involuntary and of any event specified in Section 14.09. The Trustee,
      subject to the provisions of Section 7.01, shall be entitled to assume
      that, and may act as if, no event referred to in the preceding sentence has
      occurred unless a Responsible Officer of the Trustee assigned to the Trustee’s
      Corporate Finance Group has received at the Corporate Trust Office from the
      Company or any one or more holders of Senior Indebtedness of the Company or
      any
      trustee or representative therefor (who shall have been certified or otherwise
      established to the satisfaction of the Trustee to be such a holder or trustee
      or
      representative) written notice thereof. Upon any distribution of assets of
      the
      Company referred to in this Article, the Trustee and holders of the Securities
      of each series shall be entitled to rely upon any order or decree of a court
      of
      competent jurisdiction in which proceedings relating to any event specified
      in
      the first sentence of this paragraph are pending for the purpose of ascertaining
      the persons entitled to participate in such distribution, the holders of the
      Senior Indebtedness of the Company, the amount thereof or payable thereon,
      the
      amount or amounts paid or distributed thereon, and all other facts pertinent
      thereto or to this Article, and the Trustee, subject to the provisions of
      Article VII, and the holders of the Securities of each series shall be
      entitled to rely upon a certificate of the liquidating trustee or agent or
      other
      person making any distribution to the Trustee or to the holders of the
      Securities of each series for the purpose of ascertaining the persons entitled
      to participate in such distribution, the holders of the Senior Indebtedness
      of
      the Company, the amount thereof or payable thereon, the amount or amounts paid
      or distributed thereon and all other facts pertinent thereto or to this Article.
      In the absence of any such liquidating trustee, agent or other person, the
      Trustee shall be entitled to rely upon a written notice by a Person representing
      himself to be a holder of Senior Indebtedness of the Company (or a trustee
      or
      representative on behalf of such holder) as evidence that such Person is a
      holder of such Senior Indebtedness (or is such a trustee or representative).
      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 of the Company, 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
      such
      Senior Indebtedness held by such Person, as to the extent to which such Person
      is entitled to participation in such payment or distribution, and as to other
      facts pertinent to the rights 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.

    
      
        
        

      

      
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    The
      Securities shall rank pari passu with, and shall not be superior in right of
      payment to, any securities issued and outstanding under the Existing Indenture.
      

     

    Section
      14.02           Obligation
      of the Company Unconditional.

     

    Nothing
      contained in this Article or elsewhere in this Indenture is intended to or
      shall
      impair, as between the Company and the holders of the Securities of each series,
      the obligation of the Company, which is absolute and unconditional, to pay
      to
      such holders the principal of and interest on such Securities of each series
      when, where and as the same shall become due and payable, all in accordance
      with
      the terms of such Securities, or is intended to or shall affect the relative
      rights of such holders and creditors of the Company other than the holders
      of
      the Senior Indebtedness of the Company, nor shall anything herein or therein
      prevent the Trustee or the holder of any Security 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
      of the Company in respect of cash, property, or securities of the Company
      received upon the exercise of any such remedy.

     

    Section
      14.03           Limitations
      on Duties to Holders of Senior Indebtedness of the Company.

     

    With
      respect to the holders of Senior Indebtedness of the Company, the Trustee
      undertakes to perform or to observe only such of its covenants and obligations
      as are specifically set forth in this Article, and no implied covenants or
      obligations with respect to the holders of Senior Indebtedness of the Company
      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 of the
      Company, and it shall not be liable to any such holders if it shall in good
      faith mistakenly pay over or distribute to Holders of Securities or to the
      Company or to any other Person cash, property or securities to which any holder
      of Senior Indebtedness shall be entitled by virtue of this Article or
      otherwise.

     

    Section
      14.04           Notice
      to Trustee of Facts Prohibiting Payment.

     

    Notwithstanding
      any of the provisions of this Article or any other provisions of this Indenture,
      the Trustee shall not at any time 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 a Responsible Officer of the Trustee assigned to its
      Corporate Finance Group shall have received at the Corporate Trust Office
      written notice thereof from the Company or from one or more holders of Senior
      Indebtedness of the Company or from any trustee or representative therefor
      who
      shall have been certified by the Company or otherwise established to the
      reasonable satisfaction of the Trustee to be such a holder or trustee or
      representative; and, prior to the receipt of any such written notice, the
      Trustee, subject to the provisions of Section 7.01, shall be entitled 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
      hereof any such moneys may become payable for any purpose, or in the event
      of
      the execution of an instrument pursuant to Section 12.01 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 notwithstanding, the Trustee
      shall have full power and authority to 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, no such application shall affect the obligations under this
      Article of the Persons receiving such moneys from the Trustee.

    
      
        
        

      

      
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    Section
      14.05           Application
      by Trustee of Moneys Deposited with It.

     

    Anything
      in this Indenture to the contrary notwithstanding, any deposit of moneys by
      the
      Company with the Trustee or any agent (whether or not in trust) for any payment
      of the principal of or interest on any Securities shall, except as provided
      in
      Section 14.04, be subject to the provisions of
      Section 14.01.

     

    Section
      14.06           Subrogation.

     

    Subject
      to the payment in full of all Senior Indebtedness of the Company, the holders
      of
      the Securities of each series shall be subrogated to the rights of the holders
      of such Senior Indebtedness to receive payments or distributions of assets
      of
      the Company applicable to such Senior Indebtedness until the Securities shall
      be
      paid in full, and none of the payments or distributions to the holders of such
      Senior Indebtedness to which the holders of the Securities of any series or
      the
      Trustee would be entitled except for the provisions of this Article or of
      payments over, pursuant to the provisions of this Article, to the holders of
      such Senior Indebtedness by the holders of such Securities or the Trustee shall,
      as between the Company, its creditors other than the holders of such Senior
      Indebtedness, and the holders of such Securities, be deemed to be a payment
      by
      the Company to or on account of such 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 of such Securities, on the one
      hand, and the holders of the Senior Indebtedness of the Company, on the other
      hand.

     

    Section
      14.07           Subordination
      Rights Not Impaired by Acts or Omissions of Company or Holders of Senior
      Indebtedness of the Company.

     

    No
      right
      of any present or future holders of any Senior Indebtedness of the Company
      to
      enforce subordination as herein provided shall at any time in any way be
      prejudiced or impaired by any act or failure to act on the part of the Company
      or by any act or failure to act, in good faith, by any such holder, or by any
      noncompliance by the Company with the terms, provisions and covenants of this
      Indenture, regardless of any knowledge thereof with which any such holder may
      have or be otherwise charged. The holders of Senior Indebtedness of the Company
      may, at any time or from time to time and in their absolute discretion, change
      the manner, place or terms of payment, change or extend the time of payment
      of,
      or renew or alter, any such Senior Indebtedness of the Company, or amend or
      supplement any instrument pursuant to which any such Senior Indebtedness of
      the
      Company is issued or by which it may be secured, or release any security
      therefor, or exercise or refrain from exercising any other of their rights
      under
      the Senior Indebtedness of the Company including, without limitation, the waiver
      of default thereunder, all without notice to or assent from the holders of
      the
      Securities of each series or the Trustee and without affecting the obligations
      of the Company, the Trustee or the holders of such Securities under this
      Article.

    
      
        
        

      

      
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    Section
      14.08           Authorization
      of Trustee to Effectuate Subordination of Securities.

     

    Each
      holder of a Security of any series, by his acceptance thereof, authorizes and
      expressly directs the Trustee on his behalf to take such action as may be
      necessary or appropriate to effectuate, as between the holders of such
      Securities and the holders of Senior Indebtedness of the Company, the
      subordination provided in this Article. If, in the event of any proceeding
      or
      other action relating to the Company referred to in the first sentence of
      Section 14.01, a proper claim or proof of debt in the form required in such
      proceeding or action is not filed by or on behalf of the holders of the
      Securities of any series prior to fifteen days before the expiration of the
      time
      to file such claim or claims, then the holder or holders of Senior Indebtedness
      of the Company shall have the right to file and are hereby authorized to file
      an
      appropriate claim for and on behalf of the holders of such
      Securities.

     

    Section
      14.09           No
      Payment when Senior Indebtedness in Default.

     

    In
      the
      event and during the continuation of any default in the payment of principal
      of
      (or premium, if any) or interest on any Senior Indebtedness, or in the event
      that any event of default with respect to any Senior Indebtedness shall have
      occurred and be continuing and shall have resulted in such Senior Indebtedness
      becoming or being declared due and payable prior to the date on which it would
      otherwise have become due and payable, unless and until such event of default
      shall have been cured or waived or shall have ceased to exist and such
      acceleration shall have been rescinded or annulled, or in the event any judicial
      proceeding shall be pending with respect to any such default in payment or
      such
      event or default, then no payment or distribution of any kind or character,
      whether in cash, properties or securities shall be made by the Company on
      account of principal of (or premium, if any) or interest (including any
      Additional Sums, Additional Interest, Compounded Interest and Special Interest),
      if any, on the Securities or on account of the purchase or other acquisition
      of
      Securities by the Company or any subsidiary.

     

    In
      the
      event that, notwithstanding the foregoing, the Company shall make any payment
      to
      the Trustee or the holder of any Security prohibited by the foregoing provisions
      of this Section, and if such fact shall, at or prior to the time of such
      payment, have been made known to the Trustee or, as the case may be, such
      holder, then and in such event payment shall be paid over and delivered
      forthwith to the Company.

     

    Section
      14.10           Right
      of Trustee to Hold Senior Indebtedness of the Company.

     

    The
      Trustee shall be entitled to all of the rights set forth in this Article in
      respect of any Senior Indebtedness of the Company at any time held by it in
      its
      individual capacity to the same extent as any other holder of such Senior
      Indebtedness, and nothing in this Indenture shall be construed to deprive the
      Trustee of any of its rights as such holder.

    
      
        
        

      

      
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    Section
      14.11           Article
      XIV Not to Prevent Defaults.

     

    The
      failure to make a payment pursuant to the terms of Securities of any series
      by
      reason of any provision in this Article shall not be construed as preventing
      the
      occurrence of a default under this Indenture.

     

    ARTICLE
      XV

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      15.01           Successors
      and Assigns of Company Bound by Indenture.

     

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

     

    Section
      15.02           Acts
      of Board, Committee or Officer of Successor Corporation Valid.

     

    Any
      act
      or proceeding by any provision of this Indenture authorized or required to
      be
      done or performed by any board, committee or officer or officers of the Company
      shall and may be done and performed with like force and effect by the like
      board, committee or officer or officers of any corporation that shall at the
      time be the lawful sole successor of the Company.

     

    Section
      15.03           Required
      Notices or Demands May Be Served by Mail.

     

    Any
      notice or demand which by any provisions of this Indenture is required or
      permitted to be given or served by the Trustee, by the holders of Securities
      or
      by the holders of Preferred Securities to or on the Company may be given or
      served by first-class mail postage prepaid addressed (until another address
      is
      filed by the Company with the Trustee for such purpose), as follows: The Bear
      Stearns Companies Inc., 383 Madison Avenue, New York, New York 10179, Attention:
      Secretary. Any notice, direction, request, demand, consent or waiver by the
      Company, by any Securityholder or by any holder of a Preferred Security to
      or
      upon the Trustee shall be deemed to have been sufficiently given, made or filed,
      for all purposes, if given, made or filed in writing at the Corporate Trust
      Office, Attention: Corporate Finance Group.

     

    Section
      15.04           Officers’
      Certificate and Opinion of Counsel to Be Furnished upon Applications or Demands
      by the Company.

     

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

    
      
        
        

      

      
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    Each
      certificate or opinion provided for in this Indenture and delivered to the
      Trustee with respect to compliance with a condition or covenant provided for
      in
      this Indenture, other than certificates provided pursuant to Section 4.06,
      shall include (1) a statement that the person making such certificate or opinion
      has read such covenant or condition; (2) a brief statement as to the nature
      and
      scope of the examination or investigation upon which the statements or opinions
      contained in such certificate or opinion are based; (3) a statement that, in
      the
      opinion of such person, he has made such examination or investigation as is
      necessary to enable him to express an informed opinion as to whether or not
      such
      covenant or condition has been complied with; and (4) a statement as to whether
      or not, in the opinion of such person, such condition or covenant has been
      complied with.

     

    Any
      certificate, statement 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 that the certificate
      or
      opinion or representations with respect to the matters upon which his
      certificate, statement or opinion may be based as aforesaid are erroneous,
      or in
      the exercise of reasonable care should know that the same are erroneous. Any
      certificate, statement or opinion of counsel may be based, insofar as it relates
      to factual matters, upon the certificate, statement 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 that the certificate, statement or opinion
      or
      representations with respect to the matters upon which his certificate,
      statement or opinion may be based as aforesaid are erroneous, or in the exercise
      of reasonable care should know that the same are erroneous.

     

    Any
      certificate, statement or opinion of an officer of the Company or of counsel
      may
      be based, insofar as it relates to accounting matters, upon a certificate or
      opinion of or representations by an accountant or firm of accountants, unless
      such officer or counsel, as the case may be, knows that the certificate or
      opinion or representations with respect to the accounting matters upon which
      his
      certificate, statement or opinion may be based as aforesaid are erroneous,
      or in
      the exercise of reasonable care should know that the same are erroneous. Any
      certificate or opinion of any independent firm of public accountants filed
      with
      the Trustee shall contain a statement that such firm is
      independent.

     

    Section
      15.05           Payments
      Due on Saturdays, Sundays, and Holidays.

     

    Except
      as
      otherwise specified as contemplated by Section 2.01, in any case where the
      date of payment of interest on or principal of the Securities of any series
      or
      the date fixed for any redemption of any Security of any series shall not be
      a
      Business Day, then payment of interest or principal need not be made on such
      date, but may be made on the next succeeding Business Day with the same force
      and effect as if made on the date fixed for the payment of interest on or
      principal of the Security or the date fixed for any redemption of any Security
      of such series, and no additional interest shall accrue for the period alter
      such date and before payment.

    
      
        
        

      

      
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    Section
      15.06           Provisions
      Required by Trust Indenture Act of 1939 to Control.

     

    If
      any
      provision of this Indenture limits, qualifies or conflicts with the duties
      deemed imposed under Sections 310 through 317 of the Trust Indenture Act of
      1939, as amended, such deemed duties shall control. If any provision of this
      Indenture modifies or excludes any provision of the Trust Indenture Act which
      may be so modified or excluded, the latter provision shall be deemed to apply
      to
      this Indenture as so modified or excluded, as the case may be.

     

    Section
      15.07           Governing
      Law.

     

    THIS
      INDENTURE AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS, THE COMPANY
      AND
      THE TRUSTEE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED
      BY
      THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS
      PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
      LAW).

     

    Section
      15.08           Provisions
      of the Indenture and Securities for the Sole Benefit of the Parties and the
      Securityholders.

     

    Nothing
      in this Indenture or in the Securities, expressed or implied, shall give or
      be
      construed to give any person, firm or corporation, other than the parties hereto
      and their successors and assigns and the holders of the Securities, any legal
      or
      equitable right, remedy or claim under or in respect of this Indenture, or
      under
      any covenant, condition and provision herein contained; all its covenants,
      conditions and provisions being for the sole benefit of the parties hereto
      and
      their successors and assigns and of the holders of the Securities and, to the
      extent expressly provided in Sections 6.01, 6.05, 6.06, 9.07, 10.01 and 10.02,
      the holders of Preferred Securities.

     

    Section
      15.09           Indenture
      May be Executed in Counterparts.

     

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

     

    Section
      15.10           Securities
      in Foreign Currencies.

     

    Whenever
      this Indenture provides for any action by, or any distribution to, holders
      of
      Securities denominated in United States dollars and in any other currency,
      in
      the absence of any provision to the contrary in the form of Security of any
      particular series, the relative amount in respect of any Security denominated
      in
      a currency other than United States dollars shall be treated for any such action
      or distribution as that amount of United States dollars that could be obtained
      for such amount on such reasonable basis of exchange and as of such date as
      the
      Company may specify in a written notice to the Trustee.

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, The Bear Stearns Companies Inc. has caused this Indenture
      to be
      signed by one of its duly authorized officers, and The Bank of New York has
      caused this Indenture to be signed by one of its duly authorized officers,
      all
      as of the day and year first written above.

     

    THE
      BEAR
      STEARNS COMPANIES INC.

     

     

    By: 
      __________________________________
Name:
Title:

     

     

    THE
      BANK
      OF NEW YORK
as
      Trustee

     

    By: 
      __________________________________
Name:
Title: