exh42subindenture.htm


    EXHIBIT 4.2

    
      

      

    

     

     

    CHURCH
& DWIGHT CO., INC.

     

    and

     

    THE BANK
OF NEW YORK MELLON,

     

    Trustee

     

    INDENTURE

     

    Dated as
of                     
    
, 200__

     

     

    Subordinated
Debt Securities

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Church
& Dwight Co., Inc.

    Certain
Sections of this Indenture relating to

    Sections
3.10 through 3.18, inclusive, of the

    Trust
Indenture Act of 1939:

     

    
      	 	
              
                Trust Indenture

              

              
                Act
      Section

              

            	
                

            	 
      	
                

            	
              
                 

              

              
                Indenture Section

              

            	 
	 	
              § 310

            	 
      	
              (a)(1)

            	
                

            	 
      	
                

            	
              6.09

            	 
	 	 
      	 
      	
              (a)(2)

            	
                

            	 
      	
                

            	
              6.09

            	 
	 	 
      	 
      	
              (a)(3)

            	
                

            	 
      	
                

            	
              Not Applicable

            	 
	 	 
      	 
      	
              (a)(4)

            	
                

            	 
      	
                

            	
              Not
      Applicable

            	 
	 	 
      	 
      	
              (a)(5)

            	
                

            	 
      	
                

            	
              6.09

            	 
	 	 
      	 
      	
              (b)

            	
                

            	 
      	
                

            	
              6.07

            	 
	 	 
      	 
      	 
      	
                

            	 
      	
                

            	
              6.09

            	 
	 	 
      	 
      	
              (c)

            	
                

            	 
      	
                

            	
              Not
      Applicable

            	 
	 	
              §
      311

            	 
      	
              (a)

            	
                

            	 
      	
                

            	
              6.10

            	 
	 	 
      	 
      	
              (b)

            	
                

            	 
      	
                

            	
              6.10

            	 
	 	 
      	 
      	
              (c)

            	
                

            	 
      	
                

            	
              Not
      Applicable

            	 
	 	
              §
      312

            	 
      	
              (a)

            	
                

            	 
      	
                

            	
              7.01

            	 
	 	 
      	 
      	 
      	
                

            	 
      	
                

            	
              7.02

            	 
	 	 
      	 
      	
              (b)

            	
                

            	 
      	
                

            	
              7.02

            	 
	 	 
      	 
      	
              (c)

            	
                

            	 
      	
                

            	
              7.02

            	 
	 	
              §
      313

            	 
      	
              (a)

            	
                

            	 
      	
                

            	
              7.03

            	 
	 	 
      	 
      	
              (b)

            	
                

            	 
      	
                

            	
              7.03

            	 
	 	 
      	 
      	
              (c)

            	
                

            	 
      	
                

            	
              7.03

            	 
	 	 
      	 
      	
              (d)

            	
                

            	 
      	
                

            	
              7.03

            	 
	 	
              §
      314

            	 
      	
              (a)

            	
                

            	 
      	
                

            	
              7.04

            	 
	 	 
      	 
      	
              (a)(4)

            	
                

            	 
      	
                

            	
              1.01

            	 
	 	 
      	 
      	 
      	
                

            	 
      	
                

            	
              10.05

            	 
	 	 
      	 
      	
              (b)

            	
                

            	 
      	
                

            	
              Not
      Applicable

            	 
	 	 
      	 
      	
              (c)(1)

            	
                

            	 
      	
                

            	
              1.02

            	 
	 	 
      	 
      	
              (c)(2)

            	
                

            	 
      	
                

            	
              1.02

            	 
	 	 
      	 
      	
              (c)(3)

            	
                

            	 
      	
                

            	
              Not
      Applicable

            	 
	 	 
      	 
      	
              (d)

            	
                

            	 
      	
                

            	
              Not
      Applicable

            	 
	 	 
      	 
      	
              (e)

            	
                

            	 
      	
                

            	
              1.02

            	 
	 	
              §
      315

            	 
      	
              (a)

            	
                

            	 
      	
                

            	
              6.01

            	 
	 	 
      	 
      	
              (b)

            	
                

            	 
      	
                

            	
              6.05

            	 
	 	 
      	 
      	
              (c)

            	
                

            	 
      	
                

            	
              6.01

            	 
	 	 
      	 
      	
              (d)

            	
                

            	 
      	
                

            	
              6.01

            	 
	 	 
      	 
      	
              (e)

            	
                

            	 
      	
                

            	
              5.14

            	 
	 	
              §
      316

            	 
      	
              (a)

            	
                

            	 
      	
                

            	
              1.01

            	 
	 	 
      	 
      	
              (a)(1)(A)

            	
                

            	 
      	
                

            	
              5.02

            	 
	 	 
      	 
      	 
      	
                

            	 
      	
                

            	
              5.12

            	 
	 	 
      	 
      	 
      	
                

            	 
      	
                

            	
              5.13

            	 
	 	 
      	 
      	
              (a)(1)(B)

            	
                

            	 
      	
                

            	
              5.13

            	 
	 	 
      	 
      	
              (a)(2)

            	
                

            	 
      	
                

            	
              Not
      Applicable

            	 
	 	 
      	 
      	
              (b)

            	
                

            	 
      	
                

            	
              5.08

            	 
	 	 
      	 
      	
              (c)

            	
                

            	 
      	
                

            	
              1.05

            	 
	 	
              §
      317

            	 
      	
              (a)(1)

            	
                

            	 
      	
                

            	
              5.03

            	 
	 	 
      	 
      	
              (a)(2)

            	
                

            	 
      	
                

            	
              5.04

            	 
	 	 
      	 
      	
              (b)

            	
                

            	 
      	
                

            	
              10.03

            	 
	 	
              §
      318

            	 
      	
              (a)

            	
                

            	 
      	
                

            	
              1.08

            	 


    

    
       

    

    
      	
               
      

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      


      
        	
                TABLE OF
      CONTENTS

              
	 
      	 
      	 
      	 
      	
                Page

              
	
                ARTICLE
      I

              	
                DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL APPLICATION

              	
                1

              
	 
      	
                Section
      1.01

              	
                Definitions

              	
                            1

              
	 
      	
                Section
      1.02

              	
                Compliance
      Certificates and Opinions

              	
                8

              
	 
      	
                Section
      1.03

              	
                Form
      of Documents Delivered to Trustee

              	
                9

              
	 
      	
                Section
      1.04

              	
                No
      Adverse Interpretation of Other Agreements

              	
                9

              
	 
      	
                Section
      1.05

              	
                Acts
      of Holders; Record Dates

              	
                9

              
	 
      	
                Section
      1.06

              	
                Notices,
      Etc., to Trustee, Company

              	
                11

              
	 
      	
                Section
      1.07

              	
                Notice
      to Holders; Waiver

              	
                12

              
	 
      	
                Section
      1.08

              	
                Conflict
      with Trust Indenture Act

              	
                12

              
	 
      	
                Section
      1.09

              	
                Effect
      of Headings and Table of Contents

              	
                13

              
	 
      	
                Section
      1.10

              	
                Successors
      and Assigns

              	
                13

              
	 
      	
                Section
      1.11

              	
                Separability
      Clause

              	
                13

              
	 
      	
                Section
      1.12

              	
                Benefits
      of Indenture

              	
                13

              
	 
      	
                Section
      1.13

              	
                Governing
      Law

              	
                13

              
	 
      	
                Section
      1.14

              	
                Legal
      Holidays

              	
                13

              
	 
      	
                Section
      1.15

              	
                Waiver
      of Jury Trial

              	
                13

              
	 
      	
                Section
      1.16

              	
                Force
      Majeure

              	
                13

              
	
                ARTICLE
      II

              	
                SECURITY
      FORMS

              	
                14

              
	 
      	
                Section
      2.01

              	
                Forms
      Generally

              	
                14

              
	 
      	
                Section
      2.02

              	
                Form
      of Face of Security

              	
                14

              
	 
      	
                Section
      2.03

              	
                Form
      of Reverse of Security

              	
                16

              
	 
      	
                Section
      2.04

              	
                Form
      of Legend for Global Securities

              	
                21

              
	 
      	
                Section
      2.05

              	
                Form
      of Trustee’s Certificate of Authentication

              	
                22

              
	
                ARTICLE
      III

              	
                THE
      SECURITIES

              	
                22

              
	 
      	
                Section
      3.01

              	
                Amount
      Unlimited; Issuable in Series

              	
                22

              
	 
      	
                Section
      3.02

              	
                Denominations

              	
                25

              
	 
      	
                Section
      3.03

              	
                Execution,
      Authentication, Delivery and Dating

              	
                25

              
	 
      	
                Section
      3.04

              	
                Temporary
      Securities

              	
                26

              
	 
      	
                Section
      3.05

              	
                Registration,
      Registration of Transfer and Exchange

              	
                27

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      


      


       

      
        	
                TABLE
      OF CONTENTS

                (continued)

              
	 
      	 
      	 
      	 
      	
                Page

              
	 
      	
                Section
      3.06

              	
                Mutilated,
      Destroyed, Lost and Stolen Securities

              	
                28

              
	 
      	
                Section
      3.07

              	
                Payment
      of Interest; Interest Rights Preserved

              	
                29

              
	 
      	
                Section
      3.08

              	
                Persons
      Deemed Owners

              	
                30

              
	 
      	
                Section
      3.09

              	
                Cancellation

              	
                31

              
	 
      	
                Section
      3.10

              	
                Computation
      of Interest

              	
                31

              
	 
      	
                Section
      3.11

              	
                CUSIP
      Numbers

              	
                31

              
	
                ARTICLE
      IV

              	
                SATISFACTION
      AND DISCHARGE

              	
                31

              
	 
      	
                Section
      4.01

              	
                Satisfaction
      and Discharge of Indenture

              	
                31

              
	 
      	
                Section
      4.02

              	
                Application
      of Trust Money

              	
                32

              
	
                ARTICLE
      V

              	
                REMEDIES

              	
                32

              
	 
      	
                Section
      5.01

              	
                Events
      of Default

              	
                32

              
	 
      	
                Section
      5.02

              	
                Acceleration
      of Maturity; Rescission and Annulment

              	
                34

              
	 
      	
                Section
      5.03

              	
                Collection
      of Indebtedness and Suits for Enforcement by Trustee

              	
                35

              
	 
      	
                Section
      5.04

              	
                Trustee
      May File Proofs of Claim

              	
                36

              
	 
      	
                Section
      5.05

              	
                Trustee
      May Enforce Claims Without Possession of Securities

              	
                36

              
	 
      	
                Section
      5.06

              	
                Application
      of Money Collected

              	
                36

              
	 
      	
                Section
      5.07

              	
                Limitation
      on Suits

              	
                37

              
	 
      	
                Section
      5.08

              	
                Unconditional
      Right of Holders to Receive Principal, Premium and Interest and to
      Convert

              	
                37

              
	 
      	
                Section
      5.09

              	
                Restoration
      of Rights and Remedies

              	
                38

              
	 
      	
                Section
      5.10

              	
                Rights
      and Remedies Cumulative

              	
                38

              
	 
      	
                Section
      5.11

              	
                Delay
      or Omission Not Waiver

              	
                38

              
	 
      	
                Section
      5.12

              	
                Control
      by Holders

              	
                38

              
	 
      	
                Section
      5.13

              	
                Waiver
      of Past Defaults

              	
                38

              
	 
      	
                Section
      5.14

              	
                Undertaking
      for Costs

              	
                39

              
	 
      	
                Section
      5.15

              	
                Waiver
      of Usury, Stay or Extension Laws

              	
                39

              
	
                ARTICLE
      VI

              	
                THE
      TRUSTEE

              	
                39

              
	 
      	
                Section
      6.01

              	
                Duties
      of Trustee

              	
                39

              
	 
      	
                Section
      6.02

              	
                Rights
      of Trustee

              	
                40

              
	 
      	
                Section
      6.03

              	
                Individual
      Rights of Trustee

              	
                42

              


      

      


      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                TABLE
      OF CONTENTS

                (continued)

              
	 
      	 
      	 
      	 
      	
                Page

              
	 
      	
                Section
      6.04

              	
                Trustee’s
      Disclaimer

              	
                42

              
	 
      	
                Section
      6.05

              	
                Notice
      of Default

              	
                42

              
	 
      	
                Section
      6.06

              	
                Compensation
      and Indemnity

              	
                42

              
	 
      	
                Section
      6.07

              	
                Replacement
      of Trustee

              	
                43

              
	 
      	
                Section
      6.08

              	
                Successor
      Trustee by Merger, Etc

              	
                44

              
	 
      	
                Section
      6.09

              	
                Eligibility;
      Disqualification

              	
                45

              
	 
      	
                Section
      6.10

              	
                Preferential
      Collection of Claims against Company

              	
                45

              
	
                ARTICLE
      VII

              	
                HOLDERS’
      LISTS AND REPORTS BY TRUSTEE AND COMPANY

              	
                45

              
	 
      	
                Section
      7.01

              	
                Company
      to Furnish Trustee Names and Addresses of Holders

              	
                45

              
	 
      	
                Section
      7.02

              	
                Preservation
      of Information; Communications to Holders

              	
                45

              
	 
      	
                Section
      7.03

              	
                Reports
      by Trustee

              	
                46

              
	 
      	
                Section
      7.04

              	
                Reports
      by Company

              	
                46

              
	
                ARTICLE
      VIII

              	
                CONSOLIDATION,
      MERGER, CONVEYANCE, TRANSFER OR LEASE

              	
                46

              
	 
      	
                Section
      8.01

              	
                Company
      May Merge, Etc., Only on Certain Terms

              	
                46

              
	 
      	
                Section
      8.02

              	
                Successor
      Corporation Substituted

              	
                47

              
	
                ARTICLE
      IX

              	
                SUPPLEMENTAL
      INDENTURES

              	
                48

              
	 
      	
                Section
      9.01

              	
                Supplemental
      Indentures Without Consent of Holders

              	
                48

              
	 
      	
                Section
      9.02

              	
                Supplemental
      Indentures with Consent of Holders

              	
                49

              
	 
      	
                Section
      9.03

              	
                Execution
      of Supplemental Indentures

              	
                50

              
	 
      	
                Section
      9.04

              	
                Effect
      of Supplemental Indentures

              	
                50

              
	 
      	
                Section
      9.05

              	
                Conformity
      with Trust Indenture Act

              	
                50

              
	 
      	
                Section
      9.06

              	
                Reference
      in Securities to Supplemental Indentures

              	
                50

              
	
                ARTICLE
      X

              	
                COVENANTS

              	
                50

              
	 
      	
                Section
      10.01

              	
                Payment
      of Securities

              	
                50

              
	 
      	
                Section
      10.02

              	
                Maintenance
      of Office or Agency

              	
                50

              
	 
      	
                Section
      10.03

              	
                Money
      for Securities Payments to Be Held in Trust

              	
                51

              
	 
      	
                Section
      10.04

              	
                Corporate
      Existence

              	
                52

              
	 
      	
                Section
      10.05

              	
                Compliance
      Certificate; Notice of Default

              	
                52

              


      

      


      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

      


      
        	
                TABLE
      OF CONTENTS

                (continued)

              
	 
      	 
      	 
      	 
      	
                Page

              
	
                ARTICLE
      XI

              	
                REDEMPTION
      OF SECURITIES

              	
                53

              
	 
      	
                Section
      11.01

              	
                Applicability
      of Article

              	
                53

              
	 
      	
                Section
      11.02

              	
                Election
      to Redeem; Notice to Trustee

              	
                53

              
	 
      	
                Section
      11.03

              	
                Selection
      by Trustee of Securities to Be Redeemed

              	
                53

              
	 
      	
                Section
      11.04

              	
                Notice
      of Redemption

              	
                54

              
	 
      	
                Section
      11.05

              	
                Deposit
      of Redemption Price

              	
                54

              
	 
      	
                Section
      11.06

              	
                Securities
      Payable on Redemption Date

              	
                55

              
	
                ARTICLE
      XII

              	
                SINKING
      FUNDS

              	
                55

              
	 
      	
                Section
      12.01

              	
                Applicability
      of Article

              	
                55

              
	 
      	
                Section
      12.02

              	
                Satisfaction
      of Sinking Fund Payments with Securities

              	
                55

              
	 
      	
                Section
      12.03

              	
                Redemption
      of Securities for Sinking Fund

              	
                56

              
	
                ARTICLE
      XIII

              	
                DEFEASANCE
      AND COVENANT DEFEASANCE

              	
                56

              
	 
      	
                Section
      13.01

              	
                Company’s
      Option to Effect Defeasance or Covenant Defeasance

              	
                56

              
	 
      	
                Section
      13.02

              	
                Defeasance
      and Discharge

              	
                56

              
	 
      	
                Section
      13.03

              	
                Covenant
      Defeasance

              	
                57

              
	 
      	
                Section
      13.04

              	
                Conditions
      to Defeasance or Covenant Defeasance

              	
                57

              
	 
      	
                Section
      13.05

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

              	
                59

              
	 
      	
                Section
      13.06

              	
                Reinstatement

              	
                60

              
	
                ARTICLE
      XIV

              	
                CONVERSION
      OF SECURITIES

              	
                59

              
	 
      	
                Section
      14.01

              	
                Applicability;
      Conversion Privilege and Conversion Price

              	
                60

              
	 
      	
                Section
      14.02

              	
                Exercise
      of Conversion Privilege

              	
                60

              
	 
      	
                Section
      14.03

              	
                Fractions
      of Shares

              	
                61

              
	 
      	
                Section
      14.04

              	
                Adjustment
      of Conversion Price

              	
                61

              
	 
      	
                Section
      14.05

              	
                Notice
      of Adjustments of Conversion Price

              	
                65

              
	 
      	
                Section
      14.06

              	
                Notice
      of Certain Corporate Action

              	
                65

              
	 
      	
                Section
      14.07

              	
                Company
      to Reserve Common Stock

              	
                66

              
	 
      	
                Section
      14.08

              	
                Taxes
      on Conversions

              	
                66

              
	 
      	
                Section
      14.09

              	
                Covenant
      as to Common Stock

              	
                66

              
	 
      	
                Section
      14.10

              	
                Cancellation
      of Converted Securities

              	
                66

              
	 
      	
                Section
      14.11

              	
                Provisions
      in Case of Consolidation, Merger or Sale of Assets

              	
                66

              
	 
      	
                Section
      14.12

              	
                Responsibility
      of Trustee

              	
                67

              


      

       

      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  TABLE
      OF CONTENTS

                  (continued)

                
	 
      	 
      	 
      	 
      	
                  Page

                
	
                  ARTICLE
      XV

                	
                  SUBORDINATION
      OF SECURITIES

                	
                  67

                
	 
      	
                  Section
      15.01

                	
                  Securities
      Subordinate to Senior Indebtedness

                	
                  67

                
	 
      	
                  Section
      15.02

                	
                  Payment
      Over of Proceeds Upon Dissolution, Etc.

                	
                  68

                
	 
      	
                  Section
      15.03

                	
                  Prior
      Payment to Senior Indebtedness Upon Acceleration of
    Securities

                	
                  68

                
	 
      	
                  Section
      15.04

                	
                  No
      Payment When Senior Indebtedness in Default

                	
                  69

                
	 
      	
                  Section
      15.05

                	
                  Payment
      Permitted If No Default

                	
                  70

                
	 
      	
                  Section
      15.06

                	
                  Subrogation
      to Rights of Holders of Senior Indebtedness

                	
                  70

                
	 
      	
                  Section
      15.07

                	
                  Provisions
      Solely to Define Relative Rights

                	
                  70

                
	 
      	
                  Section
      15.08

                	
                  Trustee
      to Effectuate Subordination

                	
                  70

                
	 
      	
                  Section
      15.09

                	
                  No
      Waiver of Subordination Provisions

                	
                  70

                
	 
      	
                  Section
      15.10

                	
                  Notice
      to Trustee

                	
                  71

                
	 
      	
                  Section
      15.11

                	
                  Reliance
      on Judicial Order or Certificate of Liquidating Agent

                	
                  72

                
	 
      	
                  Section
      15.12

                	
                  Trustee
      Not Fiduciary for Holders of Senior Indebtedness

                	
                  72

                
	 
      	
                  Section
      15.13

                	
                  Rights
      of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s
      Rights

                	
                  72

                
	 
      	
                  Section
      15.14

                	
                  Article
      Applicable to Paying Agents

                	
                  72

                
	 
      	
                  Section
      15.15

                	
                  Certain
      Conversions Deemed Payment

                	
                  72

                
	 
      	
                  Section
      15.16

                	
                  Trust
      Moneys Not Subordinated

                	
                  73

                


        

      

       

      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      

    

     

    
      INDENTURE,
dated as of                     
    
, 200__, between Church & Dwight Co., Inc., a Delaware corporation (herein
called the “Company”), having its principal office at 469 North Harrison Street,
Princeton, New Jersey 08543, and The Bank of New York Mellon, as trustee (herein
called the “Trustee”).

       

      RECITALS
OF THE COMPANY

       

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

       

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

       

      NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

       

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

       

      ARTICLE
I

       

      DEFINITIONS
AND OTHER PROVISIONS

      OF
GENERAL APPLICATION

       

      Section
1.01 Definitions.

       

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

       

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

       

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

       

      (3) all
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with United States generally accepted accounting principles, and,
except as otherwise herein expressly provided, the term “generally accepted
accounting principles” with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted at the
date of such computation;

       

      (4) the words
“Article” and “Section” refer to an Article and Section, respectively, of this
Indenture;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

      (6) certain
terms used principally in Articles VI, X, and XIII, are defined in those
Articles.

       

      “Act”,
when used with respect to any Holder, has the meaning specified in
Section 1.05.

       

      “Add On
Securities” has the meaning specified in Section 3.01.

       

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

       

      “Bankruptcy
Law” means Title 11, U.S. Code or any similar Federal or state law for the
relief of debtors.

       

      “Board of
Directors” means either the board of directors of the Company or any duly
authorized committee of that board.

       

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

       

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

       

      “Capital
Lease Obligation” means, at any time any determination thereof is made, the
amount of the liability in respect of a capital lease that would at such time be
so required to be capitalized on the balance sheet in accordance with generally
accepted accounting principles.

       

      “Commission”
means the U.S. Securities and Exchange Commission, from time to time
constituted, created under the Exchange Act 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, then the body
performing such duties at such time.

       

      “Common
Stock” includes any stock of any class of the Company which has no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Company and which is
not subject to redemption by the Company.  However, subject to the
provisions of Section 3.01(21) and (22) and Section 14.11, shares issuable on
conversion of Securities shall include only shares of the class designated as
Common Stock of the Company at the date of this instrument or shares of any
class or classes resulting from any reclassification or reclassifications
thereof and which have no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution or
winding-up of the Company and which are not subject to redemption by the
Company; provided that if at
any time there shall be more than one such resulting class, the shares of each
such class then so issuable shall be substantially in the proportion which the
total number of shares of such class resulting from all such reclassifications
bears to the total number of shares of all such classes resulting from all such
reclassifications.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      “Constituent
Person” has the meaning specified in Section 14.11.

       

      “Conversion
Agent” means the transfer agent for the Company’s Common Stock, which as of the
date hereof is [_______________________], or such other Person as the Company
may name from time to time.

       

      “Corporate
Trust Office” means the principal office of the Trustee at which at any
particular time its corporate trust business shall be administered, which office
as of the date hereof is located at 101 Barclay Street, 8W, New York, New York
10286, Attn: Corporate Trust Administration, or such other address as the
Trustee may designate from time to time by notice to the Holders and the
Company, or the principal corporate trust office of any successor
Trustee.

       

      “Corporation”
means a corporation, association, company, joint-stock company or business
trust.

       

      “Covenant
Defeasance” has the meaning specified in Section 13.03.

       

      “Custodian”
means any receiver, trustee, assignee, liquidator, custodian or similar official
under any Bankruptcy Law.

       

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

       

      “Defeasance”
has the meaning specified in Section 13.02.

       

      “Defeasible
Series” has the meaning specified in Section 13.01.

       

      “Depositary”
means, with respect to Securities of any series issuable in whole or in part in
the form of one or more Global Securities, a clearing agency registered under
the Exchange Act that is designated to act as Depositary for such Securities as
contemplated by Section 3.01.

       

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

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended from time to
time, and any statute successor thereto.

       

      “GAAP”
means generally accepted accounting principles in the United States set forth in
the statements and pronouncements of the Financial Accounting Standards Board,
and, to the extent not superseded thereby, the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants or in such other statements by such other entity as have been
adopted by a significant segment of the accounting profession.

       

       “Global
Security” means a Security that evidences all or part of the Securities of any
series and is authenticated and delivered to, and registered in the name of, the
Depositary for such Securities or a nominee thereof.

       

      “Guarantee”
or “guarantee” by any Person means any obligation, contingent or otherwise, of
such Person guaranteeing any Indebtedness of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including, without
limitation, any obligation of such Person, (i) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Indebtedness or to purchase
(or to advance or supply funds for the purchase of) any security for the payment
of such Indebtedness, (ii) to purchase property, securities or services for the
purpose of assuring the holder of such Indebtedness of the payment of such
Indebtedness, or (iii) to maintain working capital, equity capital or other
financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness (and “Guaranteed”,
“Guaranteeing” and “Guarantor” shall have meanings correlative to the
foregoing); provided, however , that the
Guarantee by any Person shall not include endorsements by such Person for
collection or deposit, in either case, in the ordinary course of
business.

       

      “Hedging
Obligations” means, with respect to any Person, the Obligations of such Person
under interest rate swap agreements, interest rate cap agreements, and interest
rate collar agreements, and other agreements or arrangements designed to protect
such Person against fluctuations in interest rates.

       

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

       

      “Indebtedness”
means, with respect to any Person, any indebtedness of such Person, whether or
not contingent, in respect of borrowed money or evidenced by bonds, notes,
debentures or similar instruments or letters of credit (or reimbursement
agreements in respect thereof) or representing Capital Lease Obligations or the
balance deferred and unpaid of the purchase price of any property or
representing any Hedging Obligations, except any such balance that constitutes
an accrued expense or trade payable, and all deferrals, renewals, extensions and
refundings of obligations of any of the foregoing, if and to the extent any of
the foregoing indebtedness (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of such Person
prepared in accordance with GAAP, and also includes, to the extent not otherwise
included, the Guarantee of any indebtedness of such Person or any other
Person.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      “Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, including, for all purposes
of this instrument, and any such supplemental indenture, the provisions of the
Trust Indenture Act that are deemed to be a part of and govern this instrument
and any such supplemental indenture, respectively.  The term
“Indenture” shall also include the terms of particular series of Securities
established as contemplated by Section 3.01.

       

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

       

      “Interest
Payment Date” shall be defined by the terms of the Security established in
accordance with Section 3.01.

       

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

       

      “Notice
of Default” means a written notice of the kind specified in Section
6.05.

       

      “Obligations”
means any principal, premium, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation
governing any Indebtedness.

       

      “Officer’s
Certificate” means a certificate signed by the Chairman of the Board, a Vice
Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating Officer, the Chief Accounting Officer, a Vice President, the Chief
Financial Officer, the Treasurer or an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company, and delivered to the Trustee.

       

      “Opinion
of Counsel” means a written opinion of counsel acceptable to the Trustee, which
counsel may be an employee of the Company.

       

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

       

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

       

      (1) Securities
theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;

       

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

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (3) Securities
as to which Defeasance has been effected pursuant to Section 13.02;
and

       

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

       

      provided , however , that in
determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, (A) the principal amount of an Original
Issue Discount Security that shall be deemed to be Outstanding shall be the
amount of the principal thereof that would be due and payable as of the date of
such determination upon acceleration of the Maturity thereof to such date
pursuant to Section 5.02, (B) the principal amount of a Security denominated in
one or more foreign currencies or currency units shall be the U.S. dollar
equivalent, determined in the manner provided as contemplated by Section 3.01 on
the date of original issuance of such Security, of the principal amount (or, in
the case of an Original Issue Discount Security, the U.S. dollar equivalent on
the date of original issuance of such Security of the amount determined as
provided in Clause (A) above) of such Security, and (C) Securities owned by the
Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which a Responsible Officer of the Trustee actually
knows to be so owned shall be so disregarded.  Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to
act with respect to such Securities and that the pledgee is not the Company or
any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      “Prospectus”
means a Prospectus of the Company relating to the offering from time to time of
the Securities.

       

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

       

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

       

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

       

      “Responsible
Officer”, when used with respect to the Trustee, means any vice president, any
assistant vice president, any assistant treasurer, any trust officer or
assistant trust officer or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.

       

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

       

      “Securities
Act” means the U.S. Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.

       

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

       

      “Senior
Indebtedness” means the principal of (and premium, if any), accrued interest
(including interest accruing on or after the filing in bankruptcy or
reorganization relating to the Company whether or not a claim for post-filing
interest is allowed in such proceedings), fees, charges, expenses, reimbursement
obligations, guarantees and other amounts owing with respect to all Indebtedness
of the Company (including Indebtedness of others guaranteed by the Company)
other than the Securities, in any such case whether outstanding on the date of
this Indenture or the date Securities of any series are issued hereunder or
thereafter created, incurred or assumed, unless in any case in the instrument
creating or evidencing any such Indebtedness or obligation or pursuant to which
the same is outstanding it is provided that such Indebtedness or obligation is
not superior in right of payment to the Securities, or it is provided that such
obligation is subordinated to senior indebtedness to substantially the same
extent as the Securities are subordinated to Senior Indebtedness.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      “Significant
Subsidiary” means any Subsidiary that would be a “significant subsidiary” of the
Company within the meaning of clauses (1) and (2) of Rule 1-02(w) under
Regulation S-X promulgated by the Commission.

       

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

       

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

       

      “Subsidiary”
means a corporation more than 50% of the outstanding voting stock of which is
owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other
Subsidiaries.  For the purposes of this definition, “voting stock”
means stock 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.

       

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

       

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

       

      “U.S.
Government Obligations” has the meaning specified in Section 13.04.

       

      Section
1.02 Compliance Certificates and
Opinions.

       

      Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee such
certificates and opinions as may be required under the Trust Indenture Act,
together with an Officer’s Certificate stating that all conditions precedent
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.  Each
such certificate or opinion shall be given in the form of an Officer’s
Certificate, if to be given by an officer of the Company, or an Opinion of
Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

       

      Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (including certificates provided for in Section
10.05) shall include

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

      Section
1.03 Form of Documents Delivered
to Trustee.

       

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

       

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

       

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

       

      Section
1.04 No Adverse Interpretation of
Other Agreements.  This Indenture may not be used to interpret
another indenture, loan or debt agreement of the Company or any Subsidiary of
the Company.  Any such indenture, loan or debt agreement may not be
used to interpret this Indenture.

       

      Section
1.05 Acts of Holders; Record
Dates.

       

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

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

      The
Company may, in the circumstances permitted by the Trust Indenture Act, set any
day as the record date for the purpose of determining the Holders of Outstanding
Securities of any series entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given or taken by Holders of Securities of
such series.  With regard to any record date set pursuant to this
paragraph, the Holders of Outstanding Securities of the relevant series on such
record date (or their duly appointed agents), and only such Persons, shall be
entitled to give or take the relevant action, whether or not such Holders remain
Holders after such record date.  With regard to any action that may be
given or taken hereunder only by Holders of a requisite principal amount of
Outstanding Securities of any series (or their duly appointed agents) and for
which a record date is set pursuant to this paragraph, the Company may, at its
option, set an expiration date after which no such action purported to be given
or taken by any Holder shall be effective hereunder unless given or taken on or
prior to such expiration date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date (or their duly
appointed agents).  On or prior to any expiration date set pursuant to
this paragraph, the Company may, on one or more occasions at its option, extend
such date to any later date.  Nothing in this paragraph shall prevent
any Holder (or any duly appointed agent thereof) from giving or taking, after
any such expiration date, any action identical to, or, at any time, contrary to
or different from, the action or purported action to which such expiration date
relates, in which event the Company may set a new record date in respect thereof
pursuant to this paragraph.  Nothing in this paragraph shall be construed to render ineffective any action taken at
any time by the Holders (or their duly appointed agents) of the requisite
principal amount of Outstanding Securities of the relevant series on the date
such action is so taken.  Notwithstanding the foregoing or the Trust
Indenture Act, the Company shall not set a record date for, and the provisions
of this paragraph shall not apply with respect to, any notice, declaration or
direction referred to in the next paragraph.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      The
Trustee may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of acceleration
referred to in Section 5.02, if an Event of Default with respect to Securities
of such series has occurred and is continuing and the Trustee shall not have
given such a declaration to the Company, (iii) any request to institute
proceedings referred to in Section 5.07(2) or (iv) any direction referred to in
Section 5.12, in each case with respect to Securities of such
series.  Promptly after any record date is set pursuant to this
paragraph, the Trustee shall notify the Company and the Holders of Outstanding
Series of such series of any such record date so fixed and the proposed
action.  The Holders of Outstanding Securities of such series on such
record date (or their duly appointed agents), and only such Persons, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that, unless
such notice, declaration, request or direction shall have become effective by
virtue of Holders of the requisite principal amount of Outstanding Securities of
such series on such record date (or their duly appointed agents) having joined
therein on or prior to the 90th day after such record date, such notice,
declaration, request or direction shall automatically and without any action by
any Person be cancelled and of no further effect.  Nothing in this
paragraph shall be construed to prevent a Holder (or a duly appointed agent
thereof) from giving, before or after the expiration of such 90-day period, a
notice, declaration, request or direction contrary to or different from, or,
after the expiration of such period, identical to, the notice, declaration,
request or direction to which such record date relates, in which event the
Trustee may set a new record date in respect thereof pursuant to this
paragraph.  Nothing in this paragraph shall be construed to render
ineffective any notice, declaration, request or direction of the type referred
to in this paragraph given at any time to the Trustee and the Company by Holders
(or their duly appointed agents) of the requisite principal amount of
Outstanding Securities of the relevant series on the date such notice,
declaration, request or direction is so given.

       

      Without
limiting the foregoing, a Holder entitled hereunder to give or take any action
hereunder with regard to any particular Security may do so with regard to all or
any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any different part of such principal amount.

       

      Section
1.06 Notices, Etc., to Trustee,
Company.

       

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

       

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

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      Section
1.08 Conflict with Trust
Indenture Act.  If any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act that is required under
such Act to be a part of and govern this Indenture, the latter provision shall
control.  If any provision of this Indenture modifies or excludes any
provision of the Trust Indenture Act that may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or to
be excluded, as the case may be.  Wherever this Indenture refers to a
provision of the Trust Indenture Act, such provision is incorporated by
reference in and made a part of this Indenture.

       

      The
following Trust Indenture Act terms used in this Indenture have the following
meanings:

       

      “commission”
means the Commission;

       

      “indenture
securities” means the Securities;

       

      “indenture
security holder” means a Holder;

       

      “indenture
to be qualified” means this Indenture;

       

      “indenture
trustee” or “institutional trustee” means the Trustee; and

       

      “obligor
on the indenture securities” means the Company and any other obligor on the
Securities.

       

      All other
Trust Indenture Act terms used in this Indenture that are defined by the Trust
Indenture Act, defined by the Trust Indenture Act, referenced to another statute
or defined by any Commission Rule and not otherwise defined herein have the
meanings defined to them thereby.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

      Section
1.13 Governing
Law.  This Indenture and the Securities shall be governed by
and construed in accordance with the law of the State of New York, but without
regard to principles of conflicts of laws.

       

      Section
1.14 Legal
Holidays.  In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security or the last date on which a
Holder has the right to convert his Securities shall not be a Business Day at
any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities (other than a provision of the Securities of any
series which specifically states that such provision shall apply in lieu of this
Section)) payment of interest or principal (and premium, if any) or conversion
of the Securities need not be made at such Place of Payment on such date, but
may be made on the next succeeding Business Day at such Place of Payment with
the same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity, or on such last day for conversion, provided
that no interest shall accrue for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may
be.

       

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

       

      Section
1.16 Force
Majeure.  In no event shall the Trustee be responsible or
liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control,
including, without limitation, strikes, work stoppages, accidents, acts of war
or terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being understood
that the Trustee shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable
under the circumstances.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      ARTICLE
II

       

      SECURITY
FORMS

       

      Section
2.01 Forms
Generally.

       

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

       

      The
definitive Securities shall be printed, lithographed or engraved on steel
engraved borders or may be produced in any other manner, all as determined by
the officers executing such Securities, as evidenced by their execution of such
Securities.

       

      Section
2.02 Form of Face of
Security.

       

      [Insert
any legend required by the U.S. Internal Revenue Code and the regulations
thereunder.]

       

      CHURCH
& DWIGHT CO., INC.

       

      CUSIP No.
                         $
            

       

      Church & Dwight Co., Inc., a Delaware
corporation (herein called the “Company”, which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to                                                                              
, or registered assigns, the principal sum of                                                                      
Dollars on                                                                      
[if the Security is to
bear interest prior to Maturity, insert --, and to pay interest thereon
from                             
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on                     
and             
in each year, commencing             
at the rate of             
% per annum, until the principal hereof is paid or made available for payment [
if applicable,
insert -- , and at the rate of             %
per annum on any overdue principal and premium and on any overdue installment of
interest].  The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the             
or             
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.  Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      [If the Security is not to
bear interest prior to Maturity, insert -- The principal of this Security
shall not bear interest except in the case of a default in payment of principal
upon acceleration, upon redemption or at Stated Maturity, and in such case the
overdue principal of this Security shall bear interest at the rate of             %
per annum, which shall accrue from the date of such default in payment to the
date payment of such principal has been made or duly provided
for.  Interest on any overdue principal shall be payable on
demand.  Any such interest on any overdue principal that is not so
paid on demand shall bear interest at the rate of             %
per annum, which shall accrue from the date of such demand for payment to the
date payment of such interest has been made or duly provided for, and such
interest shall also be payable on demand.]

       

      Payment
of the principal of (and premium, if any) and [if applicable, insert
-- any such] interest on this Security will be made at the office or agency of
the Company maintained for that purpose in
[        ] , in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts [if applicable, insert
--; provided,
however , that
at the option of the Company payment of interest may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Security Register].

       

      Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

       

      Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

       

      IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.

       

      
        
          	
                  Dated:

                	
                  CHURCH
      & DWIGHT CO., INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                   

                
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                
	 
      	 
      	 
      
	
                  Attest:

                	 
      	 
      
	 
      	 
      	 
      
	
                   

                	 
      	 
      


        

      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      Section
2.03 Form of Reverse of
Security.

       

      This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under an
Indenture, dated as of                     
    ,
200__ (herein called the “Indenture”), between the Company and The Bank of New
York Mellon, as Trustee (herein called the “Trustee”, which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee, the holders of Senior Indebtedness and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  This Security is one of the series
designated on the face hereof [if applicable, insert
—, limited in aggregate principal amount to $                    ].

       

      [If applicable, insert
-- Subject to and upon compliance with the provisions of the Indenture, the
Holder of this Security is entitled, at his option, at any time on or before the
close of business on                 ,
or in case this Security or a portion hereof is called for redemption, then in
respect of this Security or such portion hereof until and including, but (unless
the Company defaults in making the payment due upon redemption) not after, the
close of business on the 10th calendar day before the Redemption Date, to
convert this Security (or any portion of the principal amount hereof which is
$1,000 or an integral multiple thereof), at the principal amount hereof, or of
such portion, into fully paid and non-assessable shares (calculated as to each
conversion to the nearest 1/100 of a share) of Common Stock of the Company at a
conversion price per share of Common Stock equal to $             
per each share of Common Stock (or at the current adjusted conversion price if
an adjustment has been made as provided in the Indenture) by surrender of this
Security, duly endorsed or assigned to the Company or in blank, to the Company
at its office or agency in                     
, accompanied by written notice to the Company that the Holder hereof elects to
convert this Security, or if less than the entire principal amount hereof is to
be converted, the portion hereof to be converted, and, in case such surrender
shall be made during the period from the close of business on any Regular Record
Date next preceding any Interest Payment Date to the opening of business on such
Interest Payment Date (unless this Security or the portion thereof being
converted has been called for redemption on a Redemption Date within such
period), also accompanied by payment in funds acceptable to the Company of an
amount equal to the interest payable on such Interest Payment Date on the
principal amount of this Security then being converted.  Subject to
the aforesaid requirement for payment and, in the case of a conversion after the
Regular Record Date next preceding any Interest Payment Date and on or before
such Interest Payment Date, to the right of the Holder of this Security (or any
Predecessor Security) of record at such Regular Record Date to receive an
installment of interest (with certain exceptions provided in the Indenture), no
payment or adjustment is to be made on conversion for interest accrued hereon or
for dividends on the Common Stock issued on conversion.  No fractions
of shares or scrip representing fractions of shares will be issued on
conversion, but instead of any fractional interest the Company shall pay a cash
adjustment as provided in the Indenture.  The conversion price is
subject to adjustment as provided in the Indenture.  In addition, the
Indenture provides that in case of certain consolidations or mergers to which
the Company is a party or the transfer of substantially all of the assets of the
Company, the Indenture shall be amended, without the consent of any Holders of
Securities, so that this Security, if then outstanding, will be convertible
thereafter, during the period this Security shall be convertible as specified
above, only into the kind and amount of securities, cash and other property
receivable upon the consolidation, merger or transfer by a holder of the number
of shares of Common Stock into which this Security might have been converted
immediately prior to such consolidation, merger or transfer (assuming such
holder of Common Stock failed to exercise any rights of election and received
per share the kind and amount received per share by a plurality of non-electing
shares).]

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      [If applicable, insert
-- The Securities of this series are subject to redemption upon not less than 30
days’ notice delivered, [ if applicable, insert
-- (1) on                     
in any year commencing with the year 20     
and ending with the year 20     
through operation of the sinking fund for this series at a Redemption Price
equal to 100% of the principal amount, and (2)] at any time [if applicable, insert
on or after                     ,
20    ],
as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentages of the principal
amount):  If redeemed [if applicable, insert
-- on or before                     ,
    %,
and if redeemed] during the 12-month period beginning                     
of the years indicated,

       

      


      
        	
                
                  Year

                

              	 
      	
                
                   

                  Redemption
      Price

                

              	 
      	
                
                   

                  Year

                

              	 
      	
                
                   

                  Redemption
      Price

                

              


      

      


      and
thereafter at a Redemption Price equal to             %
of the principal amount, together in the case of any such redemption [ if applicable, insert
-- (whether through operation of the sinking fund or otherwise)] with accrued
interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

       

      [If applicable, insert
-- The Securities of this series are subject to redemption upon not less than 30
days’ notice delivered, (1) on                     
in any year commencing with the year             
and ending with the year             
through operation of the sinking fund for this series at the Redemption Prices
for redemption through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below, and (2) at any time
[if applicable,
insert -- on or after                     ],
as a whole or in part, at the election of the Company, at the Redemption Prices
for redemption otherwise than through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below: If
redeemed during the 12-month period beginning                     
of the years indicated,

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  
                    Year

                  

                	 	
                  
                    Redemption
      Price

                    for
      Redemption Through Operation of the Sinking Fund

                  

                	 	
                  
                    Redemption
      Price

                    for
      Redemption

                    Otherwise
      Than Through

                    Operation
      of the Sinking Fund

                  

                
	 
      	 	 
      	 	 
      


        

        
and
thereafter at a Redemption Price equal to             %
of the principal amount, together in the case of any such redemption (whether
through operation of the sinking fund or otherwise) with accrued interest to the
Redemption Date, but interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

      

       

      [If applicable, insert
-- Notwithstanding the foregoing, the Company may not, prior to             
redeem any Securities of this series as contemplated by [if applicable, insert
-- Clause (2) of] the preceding paragraph as a part of, or in anticipation of,
any refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than             %
per annum.]

       

      [If applicable, insert
-- The sinking fund for this series provides for the redemption on                 
in each year beginning with the year                 
and ending with the year             
of [if applicable,
insert -- not less than $            
(“mandatory sinking fund”) and not more than]  $            
aggregate principal amount of Securities of this series.  Securities
of this series acquired or redeemed by the Company otherwise than through [if applicable, insert
-- mandatory] sinking fund payments [if applicable, insert
-- and Securities surrendered for conversion] may be credited against subsequent
[if applicable,
insert -- mandatory] sinking fund payments otherwise required to be
made.

       

      [If the Security is subject
to redemption of any kind, insert -- In the event of redemption of this
Security in part only, a new Security or Securities of this series and of like
tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.]

       

      [If the Security is subject
to conversion of any kind, insert -- In the event of conversion of this
Security in part only, a new Security or Securities of this series and of like
tenor for the unconverted portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.]

       

      The
indebtedness evidenced by this Security is, to the extent provided in the
Indenture, subordinate and subject in right of payment to the prior payment in
full of all Senior Indebtedness, and this Security is issued subject to the
provisions of the Indenture with respect thereto.  Each Holder of this
Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take action
as may be necessary or appropriate to effectuate the subordination so provided
and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      [If applicable, insert
-- The Indenture contains provisions for defeasance at any time of [(l) the
entire indebtedness of this Security or (2)] certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth in the Indenture.]

       

      [If the Security is not an
Original Issue Discount Security, insert -- If an Event of Default with
respect to Securities of this series shall occur and be continuing, the
principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.]

       

      [If the Security is an
Original Issue Discount Security, insert -- If an Event of Default with
respect to Securities of this series shall occur and be continuing, an amount of
principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.  Such amount
shall be equal to [insert formula for
determining the amount] .  Upon payment (i) of the amount of
principal so declared due and payable and (ii) of interest on any overdue
principal and overdue interest all of the Company’s obligations in respect of
the payment of the principal of and interest, if any, on the Securities of this
series shall terminate.]

       

      The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected.  The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Security.

       

      As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities
of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of
indemnity.  The foregoing shall not apply to any suit instituted by
the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein [Insert, if applicable
-- or for enforcement of the right to convert this Security as provided in the
Indenture].

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      Subject
to the rights of holders of Senior Indebtedness, as set forth in the Indenture,
no other reference herein to the Indenture and no other provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed or to convert this Security as
provided in the Indenture.

       

      As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registerable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

       

      The
Securities of this series are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof.  As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

       

      No
service charge shall be made for any such registration of transfer or exchange,
but the Company or the Security Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

       

      Prior to
due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

       

      All terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      [If
applicable, insert --

      [FORM OF
CONVERSION NOTICE]

       

      To:           CHURCH
& DWIGHT CO., INC.

       

      The
undersigned owner of this Security hereby irrevocably exercises the option to
convert this Security, or portion hereof (which is $1,000 or an integral
multiple thereof) below designated, into shares of Common Stock of Church &
Dwight Co., Inc., in accordance with the terms of the Indenture referred to in
this Security, and directs that the shares issuable and deliverable upon the
conversion, together with any payment for fractional shares and any Securities,
representing any unconverted principal amount hereof, be issued and delivered to
the registered holder hereof unless a different name has been indicated
below.  If shares are to be issued in the name of a person other than
the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto.  Any amount required to be paid by the undersigned on
account of interest accompanies this Security.

       

      
        
          
            	
                    Dated:

                  	 
      	 
      
	
                    Fill
      in for registration of shares of  Common Stock and Securities if
      to be issued otherwise than to the registered holder.

                  	 
      	
                     

                    Principal
      Amount to be converted (in an integral multiple of $1,000, if less than
      all):

                  
	
                     

                  	 
      	$
	
                    Name

                  	 
      	 
      
	
                     

                  	 
      	 
      
	
                    Address

                  	 
      	 
      
	
                     

                  	 
      	
                     

                  
	 
      	 
      	
                    Signature

                  
	
                    (Please
      print name and address, including zip code number)

                  	 
      	 
      
	
                    SOCIAL
      SECURITY OR OTHER TAXPAYER IDENTIFYING NUMBER

                  	 
      	
                    [SIGNATURE
      GUARANTEED required only if Common Stock and Securities are to be issued
      and delivered to other than registered holder]

                  
	
                    [

                  	 
      	
                    ]

                  


          

        

         

      

      Section
2.04 Form of Legend for Global
Securities.

       

      Unless
otherwise specified as contemplated by Section 3.01 for the Securities evidenced
thereby, every Global Security authenticated and delivered hereunder shall bear
a legend in substantially the following form:

       

      THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF.  THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR
EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE
DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.  EVERY
SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN
EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO
THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      Section
2.05 Form of Trustee’s
Certificate of Authentication.  The Trustee’s certificates of
authentication shall be in substantially the following form:

       

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

       

      
         

        
          
            	 
      	
                    The
      Bank of New York Mellon

                  
	 
      	
                    as
      Trustee

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    Authorized
      Signatory

                  
	 
      	 
      	 
      
	 
      	
                    Dated:

                  	 
      


          

        

         

         

      

      ARTICLE
III


       

      THE
SECURITIES

       

      Section
3.01 Amount Unlimited; Issuable
in Series.

       

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

       

      The
Securities may be issued in one or more series.  There shall be
established in or pursuant to a Board Resolution and, subject to Section 3.03,
set forth, or determined in the manner provided, in an Officer’s Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

       

      (1) the title
of the Securities of the series;

       

      (2) any limit
upon the aggregate principal amount of the Securities of the series which may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 3.04,
3.05, 3.06 or 9.06 and except for any Securities which, pursuant to Section
3.03, are deemed never to have been authenticated and delivered
hereunder);

       

      (3) the
Person to whom any interest on a Security of the series shall be payable, if
other than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest;

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      (4) the date
or dates on which the principal of the Securities of the series is
payable;

       

      (5) the rate
or rates at which the Securities of the series shall bear interest, if any, the
date or dates from which such interest shall accrue, the Interest Payment Dates
on which any such interest shall be payable and the Regular Record Date for any
interest payable on any Interest Payment Date;

       

      (6) the place
or places where the principal of and any premium and interest on Securities of
the series shall be payable;

       

      (7) the
period or periods within which, the price or prices at which and the terms and
conditions upon which Securities of the series may be redeemed, in whole or in
part, at the option of the Company and the applicability, nonapplicability or
variation of Article XI with respect to the Securities of such
series;

       

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

       

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

       

      (10) the
currency, currencies or currency units in which payment of the principal of and
any premium and interest on any Securities of the series shall be payable if
other than the currency of the United States of America and the manner of
determining the equivalent thereof in the currency of the United States of
America for purposes of the definition of “Outstanding” in
Section 1.01;

       

      (11) if the
amount of payments of principal of or any premium or interest on any Securities
of the series may be determined with reference to an index, the manner in which
such amounts shall be determined;

       

      (12) if the
principal of or any premium or interest on any Securities of the series is to be
payable, at the election of the Company or a Holder thereof, in one or more
currencies or currency units other than that or those in which the Securities
are stated to be payable, the currency, currencies or currency units in which
payment of the principal of and any premium and interest on Securities of such
series as to which such election is made shall be payable, and the periods
within which and the terms and conditions upon which such election is to be
made;

       

      (13) if and as
applicable, that the Securities of the series shall be issuable in whole or in
part in the form of one or more Global Securities and, in such case, the
Depositary or Depositaries for such Global Security or Global Securities and any
circumstances other than those set forth in Section 3.05 in which any such
Global Security may be transferred to, and registered and exchanged for
Securities registered in the name of, a Person other than the Depositary for
such Global Security or a nominee thereof and in which any such transfer may be
registered;

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      (14) any
addition to or change in the Events of Default set forth in Section 5.01 which
applies to Securities of the series;

       

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

       

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

       

      (17) the
applicability, nonapplicability, or variation of Article XII with respect to the
Securities of such Series;

       

      (18) if
applicable, that the Securities of the series shall be subject to either or both
of Defeasance or Covenant Defeasance as provided in Article XIII; provided that no
series of Securities that is convertible into Common Stock as provided in
Article XIV or convertible into or exchangeable for any other securities
pursuant to Section 3.01(21) shall be subject to Defeasance pursuant to Section
13.02;

       

      (19) the terms
and conditions, if any, pursuant to which the Securities are convertible into
Common Stock of the Company pursuant to Article XIV, and any variation
thereof;

       

      (20) any
addition to or change in the provisions of Article XV with respect to the
Securities of such series;

       

      (21) the terms
and conditions, if any, pursuant to which the Securities are convertible into or
exchangeable for any other securities; and

       

      (22) any other
terms of the series (which terms shall not be inconsistent with the provisions
of this Indenture, except as permitted by Section 9.01(5)).

       

      All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the Board
Resolution referred to above and, subject to Section 3.03, set forth, or
determined in the manner provided, in the Officer’s Certificate referred to
above or in any such indenture supplemental hereto.

       

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

       

      The
Company may, from time to time, by adoption of a Board Resolution and subject to
compliance with any other applicable provisions of this Indenture, without the
consent of the Holders, create and issue pursuant to this Indenture additional
securities of any series of Securities (“Add On Securities”) having terms and
conditions identical to those of such series of Outstanding Securities, except
that such Add On Securities:

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      (A) may have
a different issue date from such series of Outstanding Securities;

       

      (B) may have
a different amount of interest payable on the first Interest Payment Date after
issuance than is payable on such series of Outstanding Securities;
and

       

      (C) may have
terms specified in such Board Resolution for such Add On Securities making
appropriate adjustments to this Article III applicable to such Add On Securities
in order to conform to and ensure compliance with the Securities Act (or
applicable securities laws) which are not adverse in any material respect to the
Holder of any Outstanding Securities (other than such Add On Securities) and
which shall not affect the rights or duties of the Trustee.

       

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

       

      Section
3.03 Execution, Authentication,
Delivery and Dating.  The Securities shall be executed on
behalf of the Company by its Chairman of the Board, its Vice Chairman of the
Board, its President, its Chief Operating Officer or one of its Vice Presidents
attested by its Chief Financial Officer, its Treasurer or an Assistant
Treasurer, its Secretary or one of its Assistant Secretaries.  The
signature of any of these officers on the Securities may be manual or
facsimile.

       

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

       

      At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any Series executed by the Company,
together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall
authenticate and deliver such Securities.  If the form or terms of the
Securities of the series have been established in or pursuant to one or more
Board Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be provided with, and (subject
to Section 6.01) shall be fully protected in relying upon, (a) a copy of the
resolution or resolutions of the Board of Directors in or pursuant to which the
terms and form of the Securities were established, certified by the Secretary or
an Assistant Secretary of the Company to have been duly adopted by the Board of
Directors and to be in full force and effect as of the date of such certificate,
and if the terms and form of such Securities are established by an Officer’s
Certificate pursuant to general authorization of the Board of Directors, such
Officer’s Certificate; (b) an executed supplemental indenture, if any; (c) an
Officer’s Certificate delivered in accordance with Section 1.02; and (d) an
Opinion of Counsel stating,

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

      (4) that all
laws and requirements in respect of the execution and delivery by the Company of
such Securities have been complied with.

       

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

       

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

       

      Each
Security shall be dated the date of its authentication.

       

      No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder.  Notwithstanding the foregoing,
if any Security shall have been authenticated and delivered hereunder but never
issued and sold by the Company, and the Company shall deliver such Security to
the Trustee for cancellation as provided in Section 3.09, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.

       

      Section
3.04 Temporary
Securities.  Pending the preparation of definitive Securities
of any series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

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

       

      Section
3.05 Registration, Registration
of Transfer and Exchange.  The Company shall cause to be kept
at the Corporate Trust Office of the Trustee a register (the register maintained
in such office and in any other office or agency of the Company in a Place of
Payment being herein sometimes collectively referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Securities and of transfers of
Securities.  The Trustee is hereby appointed “Security Registrar” for
the purpose of registering Securities and transfers of Securities as herein
provided.

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

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

       

      The
Company shall not be required (1) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of Securities of
that series selected for redemption under Section 11.03 and ending at the close
of business on the day of such mailing, or (2) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.

       

      The
provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global
Securities:

       

      (1)  Each Global Security
authenticated under this Indenture shall be registered in the name of the
Depositary designated for such Global Security or a nominee thereof and
delivered to such Depositary or a nominee thereof or custodian therefor, and
each such Global Security shall constitute a single Security for all purposes of
this Indenture.

       

      (2)  Notwithstanding any
other provision in this Indenture, and subject to such applicable provisions, if
any, as may be specified as contemplated by Section 3.01, no Global Security may
be exchanged in whole or in part for Securities registered, and no transfer of a
Global Security in whole or in part may be registered, in the name of any Person
other than the Depositary for such Global Security or a nominee thereof unless
(A) such Depositary has notified the Company that it is unwilling or unable or
no longer permitted under applicable law to continue as Depositary for such
Global Security and the Company has not appointed a successor within 90 days of
receipt of such notice or (B) there shall have occurred and be continuing an
Event of Default with respect to such Global Security or (C) the Company so
directs the Trustee by Company Order or (D) there shall exist such
circumstances, if any, in addition to or in lieu of the foregoing as have been
specified for this purpose as contemplated by Section 3.01.

       

      (3)  Subject to Clause (2)
above and to such applicable provisions, if any, as may be specified as
contemplated by Section 3.01, any exchange of a Global Security for other
Securities may be made in whole or in part, and all Securities issued in
exchange for a Global Security or any portion thereof shall be registered in
such names as the Depositary for such Global Security shall direct.

       

      (4)  Every
Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether
pursuant to this Section, Section 3.04, 3.06 or 9.06 or otherwise, shall be
authenticated and delivered in the form of, and shall be, a Global Security,
unless such Security is registered in the name of a Person other than the
Depositary for such Global Security or a nominee thereof.

       

      Section
3.06 Mutilated, Destroyed, Lost
and Stolen Securities.  If any mutilated Security is
surrendered to the Trustee, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series
and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

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

       

      In case
any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a
new Security, pay such Security.

       

      Upon the
issuance of any new Security under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) in connection therewith.

       

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

       

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

       

      Section
3.07 Payment of Interest;
Interest Rights Preserved.  Except as otherwise provided as
contemplated by Section 3.01 with respect to any series of Securities, interest
on any Security which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest.

       

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

       

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

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      Subject
to the provisions of Section 14.02, in the case of any Security which is
converted after any Regular Record Date and on or prior to the next succeeding
Interest Payment Date, interest whose Stated Maturity is on such Interest
Payment Date shall be payable on such Interest Payment Date notwithstanding such
conversion, and such interest (whether or not punctually paid or duly provided
for) shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on such Regular
Record Date.  Except as otherwise expressly provided in the
immediately preceding sentence, in the case of any Security which is converted,
interest whose Stated Maturity is after the date of conversion of such Security
shall not be payable.

       

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

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      Section
3.09 Cancellation.  All
Securities surrendered for payment, redemption, registration of transfer or
exchange or conversion or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it.  The Company may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee.  No Securities
shall be authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this
Indenture.  All cancelled Securities held by the Trustee shall be
disposed of by the Trustee in its customary manner.

       

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

       

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

       

      ARTICLE
IV


       

      SATISFACTION
AND DISCHARGE

       

      Section
4.01 Satisfaction and Discharge
of Indenture.  This Indenture shall upon Company Request cease
to be of further effect (except as to any surviving rights of conversion,
registration of transfer or exchange of Securities herein expressly provided
for), and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture,
when

       

      (1) either

       

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

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

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

       

      
        	
                (i)  

              	
                have
      become due and payable, or

              


      

       

      
        	
                (ii)  

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

              


      

       

      
        	
                (iii)  

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

              


      

       

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

       

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

       

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

       

      Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 6.06, and, if money shall have been deposited with
the Trustee pursuant to subclause (B) of Clause (1) of this Section, the
obligations of the Trustee under Section 4.02, shall survive such satisfaction
and discharge.

       

      Section
4.02 Application of Trust
Money.  All money deposited with the Trustee pursuant to
Section 4.01 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal and any premium and interest for whose payment such money has been
deposited with the Trustee.  All money deposited with the Trustee
pursuant to Section 4.01 (and held by it or any Paying Agent) for payment of
Securities of a series that is convertible in accordance with Article XIV and
that are subsequently converted, shall be returned to the Company.

       

      ARTICLE
V


       

      REMEDIES

       

      Section
5.01 Events of
Default.  “Event of Default”, wherever used herein with respect
to Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be occasioned by the
provisions of Article XV or be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental
body):

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      (1) a default
in any payment of interest on any Security of that series when due and payable
and such default continues for 30 days;

       

      (2) a default
in the payment of principal of any Security in that series when due and payable
at its Stated Maturity, upon optional redemption, upon required redemption or
repurchase, upon declaration of acceleration or otherwise;

       

      (3) a default
in the deposit of any sinking fund payment, when and as due by the terms of a
Security of that series;

       

      (4) (i) a
default in the observance or performance of Article VIII or (ii) a default in
the observance or performance of any other covenant or agreement contained in
this Indenture (other than (a) those addressed in (1), (2) or (3) above, (b) the
obligations under Section 7.04 hereof or (c) any covenant or warranty a default
in whose performance or whose breach has expressly been included in this
Indenture solely for the benefit of series of Securities other than that series)
which default under this clause (ii) continues for a period of 60 days after the
Company receives written notice specifying the default (and demanding that such
default be remedied) from the Trustee or the Holders of at least 25% in
principal amount of the Outstanding Securities of that series;

       

      (5) the
failure to pay at final stated maturity (giving effect to any applicable grace
periods and any extensions thereof) the principal amount of any Indebtedness of
the Company, or the acceleration of the final stated maturity of any such
Indebtedness (which acceleration is not rescinded, annulled or otherwise cured
within 30 days of receipt by the Company of notice of any such acceleration) if
the aggregate principal amount of such Indebtedness, together with the principal
amount of any other such Indebtedness in default for failure to pay principal at
final maturity or which has been accelerated (in each case with respect to which
the 30-day period described above has elapsed), aggregates $100 million or more
at any time;

       

      (6) the
Company or any Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law:

       

      (A) commences
a voluntary case;

       

      (B) consents
to the entry of an order for relief against it in an involuntary
case;

       

      (C) consents
to the appointment of a Custodian of it or for any substantial part of its
property;

       

      (D) makes a
general assignment for the benefit of its creditors; or takes any comparable
action under any foreign laws relating to insolvency; or

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

      (E)  takes
any corporate action to authorize or effect any of the foregoing;
or

       

      (7) a court
of competent jurisdiction enters an order or decree under any Bankruptcy
Law:

       

      (A) that is
for relief against the Company or any Significant Subsidiary in an involuntary
case;

       

      (B) appoints
a Custodian of the Company or any Significant Subsidiary or for any substantial
part of its property; or

       

      (C) orders
the winding up or liquidation of the Company or any Significant
Subsidiary;

       

      and such
order or decree remains unstayed and in effect for 60 days.

       

      The
Company shall deliver to the Trustee, within 30 days after the occurrence
thereof, written notice in the form of an Officers’ Certificate of any event
which is, or with the giving of notice or the lapse of time or both would
become, an Event of Default, its status and what action the Company is taking or
proposes to take with respect thereto.

      


      Section
5.02 Acceleration of Maturity;
Rescission and Annulment.  If an Event of Default (other than
an Event of Default specified in Section 5.01(6) or 5.01(7) with respect to the
Company) and with respect to Securities of any series at the time Outstanding
occurs and is continuing, then in every such case the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Securities of that
series may declare the principal amount (or, if any of the Securities of that
series are Original Issue Discount Securities, such portion of the principal
amount of such Securities as may be specified in the terms thereof) and unpaid
interest of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable.  If an Event of
Default specified in Section 5.01(6) or 5.01(7) with respect to the Company with
respect to Securities of any series at the time Outstanding occurs, the
principal amount of all the Securities of that series (or, if any of the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified in the terms
thereof) and unpaid interest shall automatically, and without any declaration or
other action on the part of the Trustee or any Holder, become immediately due
and payable.

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      Section
5.03 Collection of Indebtedness
and Suits for Enforcement by Trustee.  The Company covenants
that if:

       

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

       

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

       

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

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

      If the
Company fails to pay such amounts forthwith upon such demand, the Trustee, in
its own name and as trustee for an express trust, may institute a judicial
proceeding for the collection of the sum so due and unpaid, may prosecute such
proceeding to judgment or final decree and may enforce the same against the
Company or other obligor upon the Securities of that series and collect the
monies adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon the Securities of that
series, wherever situated.

       

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

       

      Section
5.04 Trustee May File Proofs of
Claim.  In case of any judicial proceeding relative to the
Company (or any other obligor upon the Securities), or any of the property or
creditors of the Company (or any other obligor upon the Securities), the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding.  In particular, the Trustee shall be authorized to collect
and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.06.

       

      No
provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however, that the
Trustee may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar official and be a member of a creditors’ or other similar
committee.

       

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

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

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

       

      FIRST:  To
the payment of all amounts due the Trustee under Section 6.06;

       

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

       

      THIRD:  To
the Company.

       

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

       

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

       

      (2) the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;

       

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

       

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

       

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

       

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

       

      Section
5.08 Unconditional Right of
Holders to Receive Principal, Premium and Interest and to
Convert.  Notwithstanding any other provision in this
Indenture, but subject to Article XV, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal
of and any premium and (subject to Section 3.07) interest on such Security on
the respective Stated Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to convert such Security in accordance
with Article XIV and to institute suit for the enforcement of any such payment
and right to convert, and such rights shall not be impaired without the consent
of such Holder.

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      Section
5.11 Delay or Omission Not
Waiver.  No delay or omission of the Trustee or of any Holder
of any Securities to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any such
Event of Default or an acquiescence therein.  Every right and remedy
given by this Article or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.

       

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

       

      (1) such
direction shall not be in conflict with any rule of law or with this
Indenture,

       

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

       

      (3) subject
to the provisions of Section 6.01, the Trustee shall have the right to decline
to follow any such direction if the Trustee in good faith shall, by a
Responsible Officer or Officers of the Trustee, determine, and the Trustee shall
have received a legal opinion stating, that the proceedings so directed would
involve the Trustee in personal liability.

       

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

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      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.

       

      Section
5.14 Undertaking for
Costs.  In any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, a court may require any party litigant in
such suit to file an undertaking to pay the costs of such suit, and may assess
costs, including reasonable attorney’s fees and expenses, against any such party
litigant, having due regard to the merits and good faith of the claims or
defenses made by the party litigant; provided that this
Section shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holders of the Securities, or group of Holders of the
Securities, holding in the aggregate more than 10% of principal amount of the
Outstanding Securities of any series, or to any suit instituted by any Holder of
the Outstanding Securities for the enforcement of the payment of principal of or
any premium or interest on any Outstanding Securities held by such Holder, on or
after the respective Stated Maturities expressed in such Outstanding Securities,
and provided,
further, that
neither this Section nor the Trust Indenture Act shall be deemed to authorize
any court to require such an undertaking or to make such an assessment in any
suit instituted by the Company or the Trustee or, if applicable, in any suit for
the enforcement of the right to convert any Security in accordance with Article
XIV.

       

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

       

      ARTICLE
VI


       

      THE
TRUSTEE

       

      The
Trustee hereby accepts the trust imposed upon it by this Indenture and covenants
and agrees to perform the same, as herein expressed.

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

      Section
6.01 Duties of
Trustee.

       

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

       

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

       

      (1) The
Trustee need perform only those duties as are specifically set forth in this
Indenture and no others, and no covenants or obligations shall be implied in or
read into this Indenture.

       

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

       

      (c) Notwithstanding
anything to the contrary contained herein, the Trustee may not be relieved from
liability for its own negligent action, its own negligent failure to act, or its
own willful misconduct, except that:

       

      (1) This
paragraph does not limit the effect of paragraph (b) of this Section
6.01.

       

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

       

      (3) The
Trustee shall not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received from the Holders of a
majority in principal amount of the Outstanding Securities of any series
pursuant to Section 5.12 relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee, under this Indenture with respect to the
Securities of such series.

       

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

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

      (e) Every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), (c), (d) and (f) of this Section 6.01 and to the provisions
of the Trust Indenture Act.

       

      (f) The
Trustee shall not be liable for interest on any assets received by it, except as
the Trustee may agree in writing with the Company.  Assets held in
trust by the Trustee need not be segregated from other assets except to the
extent required by law.

       

      Section
6.02 Rights of
Trustee.

       

      Subject
to Section 6.01:

       

      (a) The
Trustee may rely conclusively and shall be protected in acting or refraining
from acting on any document (whether in its original or facsimile form) believed
by it to be genuine and to have been signed or presented by the proper
person.  The Trustee need not investigate any fact or matter stated in
any document.

       

      (b) Before
the Trustee acts or refrains from acting, it may require an Officer’s
Certificate or an Opinion of Counsel.  The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such
certificate or opinion.

       

      (c) The
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents, attorneys or independent
contractors and the Trustee will not be responsible for any misconduct or
negligence on the part of any agent, attorney or independent contractor
appointed with due care by it hereunder.

       

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

       

      (e) 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, but the Trustee, in its discretion, may make such further inquiry
or investigation into such facts or matters as it may see fit, and, if the
Trustee shall determine to make such further inquiry or investigation, it shall
be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney.

       

      (f) 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
Holders, pursuant to the provisions of this Indenture, unless such Holders shall
have offered to the Trustee security or indemnity reasonably satisfactory to it
against the costs, expenses and liabilities which may be incurred therein or
thereby.

       

      (g) The
Trustee may consult with counsel of its selection and the advice of such counsel
or any Opinion of Counsel shall be full and complete authorization and
protection from liability in respect of any action taken, suffered or omitted by
the Trustee hereunder in good faith and in reliance thereon.

       

      
        
          
          

        

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

       

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

       

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

       

      (k) The
Trustee may request that the Company deliver a certificate setting forth the
names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Indenture.

       

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

       

      Section
6.03 Individual Rights of
Trustee.  The Trustee in its individual or any other capacity
may become the owner or pledgee of Securities and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not
Trustee.  Any Paying Agent or Security Registrar may do the same with
like rights.  However, the Trustee must comply with Sections 6.09 and
6.10.

       

      Section
6.04 Trustee’s
Disclaimer.  The Trustee shall not be responsible for and makes
no representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company’s use of the proceeds
from the Securities, and it shall not be responsible for any statement of the
Company in this Indenture or in any document issued in connection with the sale
of the Securities or in the Securities other than the Trustee’s certificate of
authentication, or the use or application of any funds received by a Paying
Agent other than the Trustee. The Trustee shall not be charged with knowledge of
any Event of Default under Sections 5.01(4) or (5) or of the identity of any
Significant Subsidiary unless either (a) a Responsible Officer shall have actual
knowledge thereof or (b) the Trustee shall have received notice thereof in
accordance with Section 1.06 hereof from the Company or any Holder. 

       

      Section
6.05 Notice of
Default.  If an Event of Default with respect to Securities of
any series occurs and is continuing and if it is known to the Trustee, the
Trustee shall deliver to each Holder of Securities of such series notice of the
uncured Event of Default (hereinafter called a  “Notice of Default”)
within the earlier of 90 days after such Event of Default occurs or 30 days
after it is known to a Responsible Officer.  Except in the case of an
Event of Default in payment of principal (or premium, if any) of, or interest
on, any Security (including payments pursuant to the mandatory redemption
provisions of such security, if any), the Trustee may withhold the notice if and
so long as a committee of Responsible Officers in good faith determines that
withholding the notice is in the interest of the Holders of Securities of such
series.

       

      
        
          
          

        

        
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      Section
6.06 Compensation and
Indemnity.  The Company shall pay to the Trustee from time to
time such compensation for its services as the Company and the Trustee shall
from time to time agree in writing.  The Trustee’s compensation shall
not be limited by any law on compensation of a trustee of an express
trust.  The Company shall reimburse the Trustee upon request for all
reasonable out-of-pocket expenses made by it, including costs of collection, in
addition to compensation for its services.  Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee’s
agents, accountants, experts and counsel.

       

      The
Company shall indemnify the Trustee against any and all loss, liability, claim,
damage or expense (including reasonable attorneys’ fees and expenses) incurred
by or in connection with the acceptance or administration of this trust and the
performance of its duties hereunder, including the costs and expense of
enforcing this Indenture against the Company (including this Section 6.06) and
defending itself against any claim (whether asserted by the Company, any Holder
or any other person) or liability in connection with the exercise or performance
of any of its rights, powers or duties hereunder.  The Trustee shall
notify the Company of any claim for which it may seek indemnity promptly upon
obtaining actual knowledge thereof; provided, however, that any
failure so to notify the Company shall not relieve the Company of its indemnity
obligations hereunder.  The Company may, subject to the approval of
the Trustee, defend the claim, and the Trustee shall provide reasonable
cooperation at the Company’s expense in the defense.  The Trustee may
have separate counsel and the Company shall pay the fees and expenses of such
counsel; provided, however, that the
Company shall not be required to pay such fees and expenses if it assumes the
Trustee’s defense and, in the Trustee’s reasonable judgment, there is no
conflict of interest between the Company and such parties in connection with
such defense.  The Company need not pay for any written settlement
made without its prior written consent, which consent will not be unreasonably
delayed, conditioned or withheld.  The Company need not reimburse any
expense or indemnify against any loss, liability or expense incurred by the
Trustee through the Trustee’s own willful misconduct or negligence.

      


      To secure
the Company’s payment obligations in this Section 6.06, the Trustee shall have a
lien prior to the Securities on all money or property held or collected by the
Trustee other than money or property held in trust to pay principal of and
interest on particular Securities.

       

      The
Company’s payment obligations pursuant to this Section 6.06 shall survive the
satisfaction or discharge of this Indenture, any rejection or termination of
this Indenture under any bankruptcy law or the resignation or removal of the
Trustee. Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses after the occurrence of an
Event of Default specified in Section 5.01(6) or (7), the expenses are intended
to constitute expenses of administration under the Bankruptcy Law.

       

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

      


      
        
          
          

        

        
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      Section
6.07 Replacement of
Trustee.  The Trustee may resign at any time with respect to
the Securities of one or more series by so notifying the Company in
writing.  The Holder or Holders of a majority in principal amount of
the Outstanding Securities of a series may remove the Trustee with respect to
Securities of such series by so notifying the Company and the Trustee in writing
and may appoint a successor trustee with respect to Securities of such series
with the Company’s consent.  The Company may remove the Trustee
if:

       

      (1) the
Trustee fails to comply with Section 6.09;

       

      (2) the
Trustee is adjudged bankrupt or insolvent;

       

      (3) a
receiver, custodian, or other public officer takes charge of the Trustee or its
property; or

       

      (4) the
Trustee becomes incapable of acting.

       

      With
respect to the Securities of one or more series, if the Trustee resigns, is
removed by the Company or by the Holders of a majority in principal amount of
the Outstanding Securities of that series and such Holders do not reasonably
promptly appoint a successor Trustee, or if a vacancy exists in the office of
Trustee for any reason (the Trustee in such event being referred to herein as
the retiring Trustee), the Company shall promptly appoint a successor Trustee,
with respect to Securities of that or those series.

       

      A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company.  Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture with respect to such series of Securities.  The successor
Trustee shall mail a notice of its succession to each Holder of Securities of
that or those series.  The retiring Trustee shall (upon payment of its
charges hereunder) promptly transfer all property held by it as Trustee with
respect to such series of Securities to the successor Trustee, subject to the
lien provided for in Section 6.06.

       

      If a
successor Trustee with respect to a series of Securities does not take office
within 60 days after the retiring Trustee resigns or is removed, the retiring
Trustee (at the Company’s expense), the Company or the Holder or Holders of at
least 10% in principal amount of the Outstanding Securities of that series may
petition at the expense of the Company any court of competent jurisdiction for
the appointment of a successor Trustee with respect to such series.

       

      If the
Trustee fails to comply with Section 6.09, unless the Trustee’s duty to resign
is stayed as provided in Trust Indenture Act Section 310(b), any Holder who has
been a bona fide holder of Securities of a series for at least six months may
petition any court of competent jurisdiction for the removal of the Trustee with
respect to such series and the appointment of a successor Trustee with respect
to such series.

       

      Notwithstanding
replacement of the Trustee pursuant to this Section 6.07, the Company’s
obligations under Section 6.06 shall continue for the benefit of the retiring
Trustee.

       

      
        
          
          

        

        
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      Section
6.08 Successor Trustee by Merger,
Etc.  If the Trustee consolidates with, merges or converts
into, or transfers all or substantially all of its corporate trust business to,
another corporation or banking association, the resulting, surviving or
transferee corporation without any further act shall, if such resulting,
surviving or transferee corporation is otherwise eligible hereunder, be the
successor Trustee.

       

                 In
case at the time such successor or successors by merger, conversion or
consolidation 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 to the 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.

       

      Section
6.09 Eligibility;
Disqualification.  The Trustee shall at all times satisfy the
requirements of Trust Indenture Act Section 310(a)(1) and Trust Indenture Act
Section 310(a)(5).  The Trustee shall have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published annual
report of condition.  The Trustee shall comply with Trust Indenture
Act Section 310(b), subject to its right to apply for a stay of its duty to
resign under the penultimate paragraph of Trust Indenture Act Section 310(b);
provided, however, that there
shall be excluded from the operation of Trust Indenture Act Section 310(b)(1)
any indenture or indentures under which other securities or certificates of
interest or participation in other securities of the Company are outstanding if
the requirements for such exclusion set forth in Trust Indenture Act Section
310(b)(1) are met.

       

      Section
6.10 Preferential Collection of
Claims against Company.  The Trustee shall comply with Trust
Indenture Act Section 311(a), excluding any creditor relationship listed in
Trust Indenture Act Section 311(b).  A Trustee who has resigned or
been removed shall be subject to Trust Indenture Act Section 311(a) to the
extent indicated.

       

      ARTICLE
VII

       

      HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY

       

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

       

      The
Company will furnish or cause to be furnished to the Trustee:

       

      (1) semi-annually,
not more than 15 days after each Regular Record Date, a list for each series of
Securities, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Securities of such series as of the Regular Record
Date, as the case may be, and

       

      (2) at such
other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is
furnished;

       

      
        
          
          

        

        
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      excluding from any
such list names and addresses received by the Trustee in its capacity as
Security Registrar.

       

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

       

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

       

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

       

      Section
7.03 Reports by
Trustee.  As promptly as practicable but not later than 60 days
after each May 15 beginning with the May 15 following the date of this
Indenture, the Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant
thereto.

       

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

       

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

       

      
        
          
          

        

        
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      ARTICLE
VIII

       

      CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE

       

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

       

      The
Company may not, in a single transaction or a series of related
transactions:

       

      (a) consolidate
or merge with or into any other Person or permit any other Person to consolidate
or merge with or into the Company, or

       

      (b) directly
or indirectly transfer, sell, lease or otherwise dispose of all or substantially
all of its assets, unless:

       

      (1) in a
transaction in which the Company does not survive or in which the Company sells,
leases or otherwise disposes of all or substantially all of its assets, the
successor entity to the Company (A) is organized under the laws of the United
States or any State thereof or the District of Columbia, and (B) shall expressly
assume, by a supplemental indenture executed and delivered to the Trustee in a
form reasonably satisfactory to the Trustee, all of the Company’s obligations
under the Securities and this Indenture;

       

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

       

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

       

      Section
8.02 Successor Corporation
Substituted.  Upon any consolidation or merger or any transfer
or other disposition of assets in accordance with Section 8.01, the surviving
Person formed by such consolidation or into which the Company is merged or the
successor Person to which such transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such Person had been named as the
Company herein; provided that in the
case of a lease of all or substantially all its assets, the predecessor Company
shall not be released from the obligation to pay the principal of and interest
on the Securities.  When a surviving or successor Person duly assumes
all of the obligations of the Company pursuant hereto and pursuant to the
Securities, except in the circumstances described in the provision to the
preceding sentence, the predecessor shall be relieved of the performance and
observance of all obligations and covenants of this Indenture and the
Securities, including but not limited to the obligation to make payment of the
principal of (and premium, if any) and interest on all the Securities then
outstanding, and the Company may thereupon or any time thereafter be liquidated
and dissolved.

       

      
        
          
          

        

        
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      ARTICLE
IX

       

      SUPPLEMENTAL
INDENTURES

       

      Section
9.01 Supplemental Indentures
Without Consent of Holders.  Without the consent of any
Holders, the Company, when authorized by a Board Resolution, and the Trustee, at
any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes:

       

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

       

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

       

      (3) to add
any additional Events of Default;

       

      (4) to add to
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;

       

      (5) to add
to, change or eliminate any of the provisions of this Indenture in respect of
one or more series of Securities, provided that any
such addition, change or elimination (A) shall neither (i) apply to any Security
of any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (ii) adversely affect the rights
of the Holder of any such Security in any material respect or (B) shall become
effective only when there is no such Security Outstanding;

       

      (6) to secure
the Securities;

       

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

       

      (8) to comply
with Section 8.01;

       

      (9) to permit
or facilitate the issuance of uncertificated Securities in addition to or in
place of certificated Securities;

       

      (10) to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 6.07;

       

      (11) to make
provisions with respect to the conversion rights of Holders pursuant to the
requirements of Article XIV;

       

      
        
          
          

        

        
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      (12) to cure
any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture,
provided that
such action pursuant to this clause (12) shall not adversely affect the
interests of the Holders of Securities of any series in any material
respect;

       

      (13) to
conform any provision of this Indenture to the “Description of Debt Securities”
contained in the Prospectus or any similar provision contained in any supplement
to the Prospectus relating to an offering of debt securities under this
Indenture; or

       

      (14) to comply
with any requirements of the Trust Indenture Act of the requirements of the
Commission in connection with maintaining the qualification of this Indenture
under the Trust Indenture Act.

       

      Section
9.02 Supplemental Indentures with
Consent of Holders.  With the consent of the Holders of not
less than a majority in principal amount of the Outstanding Securities of each
series affected by such supplemental indenture, by Act of said Holders delivered
to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security,

       

      (1) change
the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or the rate of
interest or any premium payable upon the redemption thereof, or reduce the
amount of the principal of an Original Issue Discount Security that would be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant
to Section 5.02, or change any Place of Payment where, or the coin or currency
in which, any Security or any premium or interest thereon is payable, or impair
the right to institute suit for the enforcement of any such payment on or after
the Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or adversely affect the right to convert any Security as
provided in Article XIV, or modify the provisions of this Indenture with respect
to the ranking of the Securities in a manner adverse to the
Holders;

       

      (2) reduce
the percentage in principal amount of the Outstanding Securities of any series,
the consent of whose Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver (of compliance with
certain provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture;

       

      (3) modify
any of the provisions of this Section or Section 5.13, 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
Outstanding Security affected thereby;

       

      
        
          
          

        

        
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      (4) modify or
change any provision of this Indenture or the related definitions affecting the
subordination or ranking of the Securities in a manner which adversely affects
the Holders;

       

      (5) adversely
affect any right of repayment or repurchase at the option of the Holder;
or

       

      (6) reduce or
postpone any sinking fund or similar provision.

       

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

       

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

       

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

       

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

       

      Section
9.05 Conformity with Trust
Indenture Act.  Every supplemental indenture executed pursuant
to this Article shall conform to the requirements of the Trust Indenture
Act.

       

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

       

      
        
          
          

        

        
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      ARTICLE
X

       

      COVENANTS

       

      Section
10.01 Payment of
Securities.  The Company covenants and agrees for the benefit
of each series of Securities that it will pay the principal of and interest on
the Securities of that series on the dates and in the manner provided in the
Securities of that series and this Indenture.  An installment of
principal, premium, if any, or interest on the Securities shall be considered
paid on the date it is due if the Trustee or Paying Agent (other than the
Company or an Affiliate of the Company) holds for the benefit of the Holders, on
that date, immediately available funds deposited and designated for and
sufficient to pay the installment.

       

      The
Company shall pay interest on overdue principal and on overdue installments of
interest at the rate specified in the Securities compounded semi-annually, to
the extent lawful.

       

      Section
10.02 Maintenance of Office or
Agency.  The Company shall maintain in the Place of Payment for
any series of Securities an office or agency where Securities of that series may
be presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange, where Securities of any
series that is convertible may be surrendered for conversion, and where notices
and demands to or upon the Company in respect of the Securities of that series
and this Indenture may be served.  The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency.  If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and the
Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

       

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

       

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

       

      Whenever
the Company shall have one or more Paying Agents for any series of Securities,
it will, prior to each due date of the principal of or any premium or interest
on any Securities of that series, deposit with a Paying Agent a sum sufficient
to pay such amount, such sum to be held as provided by the Trust Indenture Act,
and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of its action or failure so to act.

       

      
        
          
          

        

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

       

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

       

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

       

      (3) Any time
during the continuance of such default, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held by such paying agent.

       

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

       

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

       

      Section
10.04 Corporate
Existence.  Subject to Article VIII, the Company shall do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence in accordance with its organizational documents
and its rights (charter and statutory) and corporate franchises; provided , however , that the
Company shall not be required to preserve any right or franchise, if (a) the
Board of Directors of the Company shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company and (b) the
loss thereof is not disadvantageous in any material respect to the
Holders.

       

      
        
          
          

        

        
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      Section
10.05 Compliance Certificate;
Notice of Default.

       

      (a) The
Company shall deliver to the Trustee annually an Officer’s Certificate complying
with Section 314(a)(4) of the Trust Indenture Act and stating that, as to each
such officer signing such certificate, whether or not the signer knows of any
failure by the Company or any Subsidiary of the Company to comply with any
conditions or covenants in this Indenture and, if such signer does know of such
a failure to comply, the certificate shall describe such failure with
particularity.  The Officer’s Certificate shall also notify the
Trustee should the relevant fiscal year end on any date other than the current
fiscal year end date.

       

      (b) The
Company shall, so long as any of the Securities of any series are outstanding,
deliver to the Trustee, within 30 days after becoming aware of any Event of
Default with respect to such series under this Indenture, an Officer’s
Certificate specifying such Event of Default and what action the Company is
taking or propose to take with respect thereto.  The Trustee shall not
be deemed to have knowledge of an Event of Default unless one of its Responsible
Officers receives notice of the Event of Default from the Company or any of the
Holders.

       

      ARTICLE
XI

       

      REDEMPTION
OF SECURITIES

       

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

       

      Section
11.02 Election to Redeem; Notice
to Trustee.  The election of the Company to redeem any
Securities shall be evidenced by a Board Resolution.  In case of any
redemption at the election of the Company of less than all the Securities of any
series, the Company shall, at least 45days prior to the Redemption Date fixed by
the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the
Securities to be redeemed.  In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officer’s Certificate evidencing
compliance with such restriction.

       

      Section
11.03 Selection by Trustee of
Securities to Be Redeemed.  If less than all the Securities of
any series are to be redeemed (unless all of the Securities of such series and
of a specified tenor are to be redeemed), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Depositary from the Outstanding Securities of such series not previously
called for redemption, by such method as the Depositary shall deem appropriate
and which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of
that series.  If less than all of the Securities of such series and of
a specified tenor are to be redeemed, the particular Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the
Depositary from the Outstanding Securities of such series and specified tenor
not previously called for redemption in accordance with the preceding
sentence.

       

      
        
          
          

        

        
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      If any
Security selected for partial redemption is converted in part before termination
of the conversion right with respect to the portion of the Security so selected,
the converted portion of such Security shall be deemed (so far as may be) to be
the portion selected for redemption.  Securities which have been
converted during a selection of Securities to be redeemed shall be treated by
the Depositary as Outstanding for the purpose of such selection.

       

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

       

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

       

      Section
11.04 Notice of
Redemption.  Notice of redemption shall be delivered
electronically or by first-class mail, postage prepaid, mailed not less than 30
nor more than 60 days prior to the Redemption Date, to each Holder of Securities
to be redeemed, at his address appearing in the Security Register.

       

      All
notices of redemption shall state:

       

      (1) the
Redemption Date,

       

      (2) the
Redemption Price,

       

      (3) if less
than all the Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption of any Securities, the
principal amount) of the particular Securities to be redeemed,

       

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

       

      (5) in the
case of any Securities that are convertible pursuant to Article XIV, the
conversion price or rate, the date on which the right to convert the principal
of the Securities to be redeemed will terminate and the place or places where
such Securities may be surrendered for conversion,

       

      
        
          
          

        

        
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      (6) the place
or places where such Securities are to be surrendered for payment of the
Redemption Price,

       

      (7) that the
redemption is for a sinking fund, if such is the case, and

       

      (8) applicable
CUSIP Numbers.

       

      Notice of
redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request and with the notice
information provided to the Trustee, by the Trustee in the name and at the
expense of the Company and shall be irrevocable; provided, in the
latter case, the Company will give the Trustee at least ten days’ prior notice
of the date of the giving of the notice (unless a shorter notice shall be
satisfactory to the Trustee).  Notice of redemption of Securities to
be redeemed at the election of the Company received by the Trustee shall be
given by the Trustee to each Paying Agent in the name of and at the expense of
the Company.

       

      Section
11.05 Deposit of Redemption
Price.  On or prior to 10:00 a.m. New York City time on the
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 10.03) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date other than any Securities called for redemption on that date which
have been converted prior to the date of such deposit.

       

      If any
Security called for redemption is converted, any money deposited with the
Trustee or with any Paying Agent or so segregated and held in trust for the
redemption of such Security shall (subject to any right of the Holder of such
Security or any Predecessor Security to receive interest as provided in the last
paragraph of Section 3.07) be paid to the Company upon Company Request or, if
then held by the Company, shall be discharged from such trust.

       

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

       

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

       

      
        
          
          

        

        
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      ARTICLE
XII

       

      SINKING
FUNDS

       

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

       

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

       

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

       

      Section
12.03 Redemption of Securities for
Sinking Fund.  Not less than 45 days prior to each sinking fund
payment date for any series of Securities, the Company will deliver to the
Trustee an Officer’s Certificate specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 12.02, and will also deliver to
the Trustee any Securities to be so delivered.  Not less than 30 days
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 11.03 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner provided in
Section 11.04.  Such notice having been duly given, the redemption of
such Securities shall be made upon the terms and in the manner stated in Section
11.06.

       

      
        
          
          

        

        
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      ARTICLE
XIII

       

      DEFEASANCE
AND COVENANT DEFEASANCE

       

      Section
13.01 Company’s Option to Effect
Defeasance or Covenant Defeasance.  The Company may elect, at
its option by Board Resolution at any time, to have either Section 13.02 or
Section 13.03 applied to the Outstanding Securities of any series designated
pursuant to Section 3.01 as being defeasible pursuant to this Article XIII
(hereinafter called a “Defeasible Series”), upon compliance with the conditions
set forth below in this Article XIII; provided that Section
13.02 shall not apply to any series of Securities that is convertible into
Common Stock as provided in Article XIV or convertible into or exchangeable for
any other securities pursuant to Section 3.01(21).

       

      Section
13.02 Defeasance and
Discharge.  Upon the Company’s exercise of the option provided
in Section 13.01 to have this Section 13.02 applied to the Outstanding
Securities of any Defeasible Series, the Company shall be deemed to have been
discharged from its obligations, with respect to the Outstanding Securities of
such series, as provided in this Section on and after the date the conditions
set forth in Section 13.04 are satisfied (hereinafter called “Defeasance”), and
the Trustee shall execute appropriate instruments of satisfaction, discharge and
release provided to it by the Company.  For this purpose, such
Defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by the Outstanding Securities of such series
and to have satisfied all its other obligations under the Securities of such
series and this Indenture (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), subject to the following
which shall survive until otherwise terminated or discharged hereunder: (1) the
rights of Holders of Securities of such series to receive, solely from the trust
fund described in Section 13.04 and as more fully set forth in such Section,
payments in respect of the principal of and any premium and interest on such
Securities of such series when payments are due, (2) the Company’s obligations
with respect to the Securities of such series under Sections 3.04, 3.05, 3.06,
10.02 and 10.03, (3) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (4) this Article XIII.  Subject to compliance
with this Article XIII, the Company may exercise its option provided in Section
13.01 to have this Section 13.02 applied to the Outstanding Securities of any
Defeasible Series notwithstanding the prior exercise of its option provided in
Section 13.01 to have Section 13.03 applied to the Outstanding Securities of
such series.

       

      Section
13.03 Covenant
Defeasance.  Upon the Company’s exercise of the option provided
in Section 13.01 to have this Section 13.03 applied to the Outstanding
Securities of any Defeasible Series, (1) the Company shall be released from its
obligations under Section 7.04 and Section 8.01 and Section 10.04, and (2) the
occurrence of any event specified in Sections 5.01(3), 5.01(4) (with respect to
any of Sections 8.01 and 10.04) and 5.01(5) shall be deemed not to be or result
in an Event of Default (hereinafter called “Covenant
Defeasance”).  For this purpose, such Covenant Defeasance means that
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such specified Section (to
the extent so specified in the case of Section 5.01(5)), whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or by
reason of any reference in any such Section to any other provision herein or in
any other document, but the remainder of this Indenture and the Securities of
such series shall be unaffected thereby. 

       

      
        
          
          

        

        
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      Section
13.04 Conditions to Defeasance or
Covenant Defeasance.  The following shall be the conditions to
application of either Section 13.02 or Section 13.03 to the Outstanding
Securities of any Defeasible Series:

       

      (1) The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee that satisfies the requirements contemplated by
Section 6.08 and agrees to comply with the provisions of this Article XIII
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of Outstanding Securities of such series, (A)
money in an amount, or (B) U.S. Government Obligations that through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any
payment, money in an amount, or (C) a combination thereof, in each case
sufficient, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or any
such other qualifying trustee) to pay and discharge, the principal of and any
premium and interest on the Securities of such series on the respective Stated
Maturities, in accordance with the terms of this Indenture and the Securities of
such series.  As used herein, “U.S. Government Obligation” means (x)
any security that is (i) a direct obligation of the United States of America for
the payment of which full faith and credit of the United States of America is
pledged or (ii) an obligation of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States of America the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (y) any depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any U.S. Government Obligation specified in Clause (x)
and held by such custodian for the account of the holder of such depositary
receipt, or with respect to any specific payment of principal of or interest on
any such U.S. Government Obligation, provided that (except
as required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depositary receipt from any amount
received by the custodian in respect of the U.S. Government Obligation or the
specific payment of principal or interest evidenced by such depositary
receipt.

       

      (2) In the
case of an election under Section 13.02, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (A) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling or (B) since
the date first set forth hereinabove, there has been a change in the applicable
Federal income tax law, in either case (A) or (B) to the effect that, and based
thereon such opinion shall confirm that, the Holders of the Outstanding
Securities of such series will not recognize gain or loss for Federal income tax
purposes as a result of the deposit, Defeasance and discharge to be effected
with respect to the Securities of such series and will be subject to Federal
income tax on the same amount, in the same manner and at the same times as would
be the case if such deposit, Defeasance and discharge were not to
occur.

       

      (3) In the
case of an election under Section 13.03, the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding
Securities of such series will not recognize gain or loss for Federal income tax
purposes as a result of the deposit and Covenant Defeasance to be effected with
respect to the Securities of such series and will be subject to Federal income
tax on the same amount, in the same manner and at the same times as would be the
case if such deposit and Covenant Defeasance were not to occur.

       

      
        
          
          

        

        
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      (4) After
giving pro forma effect to such Defeasance or Covenant Defeasance, no Event of
Default or event that (after notice or lapse of time or both) would become an
Event of Default shall have occurred and be continuing at the time of such
deposit or, with regard to any Event of Default or any such event specified in
Sections 5.01(6) and (7), at any time on or prior to the 90th day after the date
of such deposit (it being understood that this condition shall not be deemed
satisfied until after such 90th day).

       

      (5) Such
Defeasance or Covenant Defeasance shall not cause the Trustee to have a
conflicting interest within the meaning of the Trust Indenture Act, assuming all
Securities of a series were in default within the meaning of the Trust Indenture
Act.

       

      (6) Such
Defeasance or Covenant Defeasance shall not result in a breach or violation of,
or constitute a default under, any other agreement or instrument to which the
Company is a party or by which it is bound.

       

      (7) The
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that any trust resulting from the deposit does not require registration under
the U.S. Investment Company Act of 1940, as amended.

       

      (8) No event
or condition shall exist that, pursuant to the provisions of Article XIII, would
prevent the Company from making payments of the principal of (and any premium)
or interest on the Securities of such series on the date of such deposit or at
any time on or prior to the 90th day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until such 90th day
shall have ended).

       

      (9) The
Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent with respect to
such Defeasance or Covenant Defeasance have been complied with.

       

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

       

      All money
and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee or other qualifying trustee (solely for purposes of this Section and
Section 13.06, the Trustee and any such other trustee are referred to
collectively as the “Trustee”) pursuant to Section 13.04 in respect of the
Securities of any Defeasible Series shall be held in trust and applied by the
Trustee, in accordance with the provisions of the Securities of such series and
this Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of Securities of such series, of all sums due and to
become due thereon in respect of principal and any premium and interest, but
money so held in trust need not be segregated from other funds except to the
extent required by law.

       

      
        
          
          

        

        
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      The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 13.04 or the principal and interest received in respect
thereof other than any such tax, fee or other charge that by law is for the
account of the Holders of Outstanding Securities.

       

      Anything
in this Article XIII to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon Company Request any money or U.S.
Government Obligations held by it as provided in Section 13.04 with respect to
Securities of any Defeasible Series that, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent
Defeasance or Covenant Defeasance with respect to the Securities of such
series.

       

      Section
13.06 Reinstatement.  If
the Trustee or the Paying Agent is unable to apply any money in accordance with
this Article XIII with respect to the Securities of any series by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the Company’s obligations under
this Indenture and the Securities of such series shall be revived and reinstated
as though no deposit had occurred pursuant to this Article XIII with respect to
Securities of such series until such time as the Trustee or Paying Agent is
permitted to apply all money held in trust pursuant to Section 13.05 with
respect to Securities of such series in accordance with this Article XIII; provided, however, that if the
Company makes any payment of principal of or any premium or interest on any
Security of such series following the reinstatement of its obligations, the
Company, as the case may be, shall be subrogated to the rights of the Holders of
Securities of such series to receive such payment from the money so held in
trust.

       

      ARTICLE
XIV

       

      CONVERSION
OF SECURITIES

       

      Section
14.01 Applicability; Conversion
Privilege and Conversion Price.  Securities of any series which
are convertible into Common Stock of the Company shall be convertible in
accordance with their terms and (except as otherwise specified as contemplated
by Section 3.01 for Securities of any series) in accordance with this
Article.

       

      Subject
to and upon compliance with the provisions of this Article, at the option of the
Holder thereof, any Security or any portion of the outstanding principal amount
thereof which is $1,000 or an integral multiple of $1,000 may, at the times
specified for conversion as hereinafter provided, be converted at the principal
amount thereof, or of such portion thereof, into fully paid and nonassessable
shares (calculated as to each conversion to the nearest 1/10,000 of a share) of
Common Stock of the Company at the conversion price, determined as hereinafter
provided, in effect at the time of conversion.  Such conversion right
shall expire at the close of business on the date specified for Securities of
such series.  In case a Security or portion thereof is called for
redemption at the election of the Company, such conversion right in respect of
the Security or portion so called shall expire at the close of business on the
10th calendar day before the Redemption Date, unless the Company defaults in
making the payment due upon redemption.

       

      
        
          
          

        

        
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      The price
at which shares of Common Stock shall be delivered upon conversion (herein
called the “conversion price”) shall be the price specified in relation to
Securities of such series pursuant to Section 3.01, as it shall be adjusted in
certain instances as provided in this Article.  The time or times at
which Securities of a series shall be convertible shall be as specified for such
series pursuant to Section 3.01.

       

      Section
14.02 Exercise of Conversion
Privilege.  In order to exercise the conversion privilege, the
Holder of any Security to be converted shall surrender such Security, duly
endorsed or assigned to the Company or in blank, at any office or agency of the
Company maintained for that purpose pursuant to Section 10.02, accompanied by
written notice to the Company (which shall be substantially in the form set
forth in Section 2.03) at such office or agency that the Holder elects to
convert such Security or, if less than the entire principal amount thereof is to
be converted, the portion thereof to be converted.  Securities
surrendered for conversion during the period from the close of business on any
Regular Record Date next preceding any Interest Payment Date to the close of
business on such Interest Payment Date shall (except in the case of Securities
or portions thereof which have been called for redemption on a Redemption Date
within such period) be accompanied by payment in funds acceptable to the Company
of an amount equal to the interest payable on such Interest Payment Date on the
principal amount of Securities being surrendered for
conversion.  Subject to the provisions of Section 3.07 relating to the
payment of Defaulted Interest by the Company, the interest payment with respect
to a Security called for redemption on a Redemption Date during the period from
the close of business on any Regular Record Date next preceding any Interest
Payment Date to the opening of business on such Interest Payment Date shall be
payable on such Interest Payment Date to the Holder of such Security at the
close of business on such Regular Record Date notwithstanding the conversion of
such Security after such Regular Record Date and prior to such Interest Payment
Date, and the Holder converting such Security need not include a payment of such
interest payment amount upon surrender of such Security for
conversion.  Except as provided in the preceding sentence and subject
to the final paragraph of Section 3.07, no payment or adjustment shall be made
upon any conversion on account of any interest accrued on the Securities
surrendered for conversion or on account of any dividends on the Common Stock
issued upon conversion.

       

      Securities
shall be deemed to have been converted immediately prior to the close of
business on the day of surrender of such Securities for conversion in accordance
with the foregoing provisions, and at such time the rights of the Holders of
such Securities as Holders shall cease, and the Person or Persons entitled to
receive the Common Stock issuable upon conversion shall be treated for all
purposes as the record holder or holders of such Common Stock at such
time.  As promptly as practicable on or after the conversion date, the
Company shall issue and shall deliver at such office or agency a certificate or
certificates for the number of full shares of Common Stock issuable upon
conversion, together with payment in lieu of any fraction of a share, as
provided in Section 14.03.

       

      Section
14.03 Fractions of
Shares.  No fractional shares of Common Stock shall be issued
upon conversion of Securities.  If more than one Security shall be
surrendered for conversion at one time by the same Holder, the number of full
shares which shall be issuable upon conversion thereof shall be computed on the
basis of the aggregate principal amount of the Securities (or specified portions
thereof) so surrendered.  Instead of any fractional share of Common
Stock which would otherwise be issuable upon conversion of any Security or
Securities (or specified portions thereof), the Company shall pay a cash
adjustment in respect of such fraction in an amount equal to the same fraction
of the daily closing price per share of Common Stock (consistent with Section
14.04(6) below) at the close of business on the day of conversion.

       

      
        
          
          

        

        
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      Section
14.04 Adjustment of Conversion
Price.

       

      (1) In case
the Company shall pay or make a dividend or other distribution on any class of
capital stock of the Company in Common Stock, the conversion price in effect at
the opening of business on the day following the date fixed for determination of
stockholders entitled to receive such dividend or other distribution shall be
reduced by multiplying such conversion price by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding at the close
of business on the date fixed for such determination and the denominator shall
be the sum of such number of shares and the total number of shares constituting
such dividend or other distribution, such reduction to become effective
immediately after the opening of business on the day following the date fixed
for such determination.  If, after any such date fixed for
determination, any dividend or distribution is not in fact paid, the conversion
price shall be immediately readjusted, effective as of the date the Board of
Directors determines not to pay such dividend or distribution, to the conversion
price that would have been in effect if such determination date had not been
fixed.  For the purposes of this paragraph (1), the number of shares
of Common Stock at any time outstanding shall not include shares held in the
treasury of the Company but shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of shares of Common
Stock.  The Company will not pay any dividend or make any distribution
on shares of Common Stock held in the treasury of the Company.

       

      (2) In case
the Company shall issue rights, options or warrants to all holders of its Common
Stock entitling them to subscribe for or purchase shares of Common Stock at a
price per share less than the current market price per share (determined as
provided in paragraph (6) of this Section) of the Common Stock on the date fixed
for the determination of stockholders entitled to receive such rights, options
or warrants (other than pursuant to a dividend reinvestment plan), the
conversion price in effect at the opening of business on the day following the
date fixed for such determination shall be reduced by multiplying such
conversion price by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding at the close of business on the date fixed
for such determination plus the number of shares of Common Stock that the
aggregate of the offering price of the total number of shares of Common Stock so
offered for subscription or purchase would purchase at such current market price
and the denominator shall be the number of shares of Common Stock outstanding at
the close of business on the date fixed for such determination plus the number
of shares of Common Stock so offered for subscription or purchase, such
reduction to become effective immediately after the opening of business on the
day following the date fixed for such determination.  If, after any
such date fixed for such determination, any such rights, options or warrants are
not in fact issued, or are not exercised prior to the expiration thereof, the
conversion price shall be immediately readjusted, effective as of the date such
rights, options or warrants expire, or the date the Board of Directors
determines not to issue any such rights, options or warrants, to the conversion
price that would have been in effect if the unexercised rights, options or
warrants had never been granted or such determination date had not been fixed,
as the case may be.  For the purposes of this paragraph (2), the
number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Company but shall include shares issuable in
respect of scrip certificates issued in lieu of fractions of shares of Common
Stock.  The Company will not issue any rights, options or warrants in
respect of shares of Common Stock held in the treasury of the
Company.

       

      
        
          
          

        

        
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      (3) In case
outstanding shares of Common Stock shall be subdivided into a greater number of
shares of Common Stock, the conversion price in effect at the opening of
business on the day following the day upon which such subdivision becomes
effective shall be proportionately reduced, and, conversely, in case outstanding
shares of Common Stock shall each be combined into a smaller number of shares of
Common Stock, the conversion price in effect at the opening of business on the
day following the day upon which such combination becomes effective shall be
proportionately increased, such reduction or increase, as the case may be, to
become effective immediately after the opening of business on the day following
the day upon which such subdivision or combination becomes
effective.

       

      (4) In case
the Company shall, by dividend or otherwise, distribute to all holders of its
Common Stock evidences of its indebtedness, shares of any class of capital stock
or rights, options or warrants to subscribe for or purchase shares of any class
of capital stock (other than any rights, options or warrants that by their terms
will also be issued to any Holder upon conversion of a Security of such series
into shares of Common Stock without any action required by the Company or any
other Person) or other property (including cash or assets or securities, but
excluding (i) any rights, options or warrants referred to in paragraph (2) of
this Section, (ii) any dividend or distribution paid exclusively in cash, (iii)
any dividend or distribution referred to in paragraph (1) of this Section and
(iv) any consideration distributed in any merger or consolidation to which
Section 14.11 applies, the conversion price shall be adjusted so that the same
shall equal the price determined by multiplying the conversion price in effect
immediately prior to the close of business on the date fixed for the
determination of stockholders entitled to receive such distribution by a
fraction of which the numerator shall be the current market price per share
(determined as provided in paragraph (6) of this Section) of the Common Stock on
the date fixed for such determination less the then fair market value (as
determined by the Board of Directors, whose determination shall be conclusive
and described in a Board Resolution filed with the Trustee) of the portion of
the assets, shares or evidences of indebtedness so distributed applicable to one
share of Common Stock and the denominator shall be such current market price per
share of the Common Stock, such adjustment to become effective immediately prior
to the opening of business on the day following the date fixed for the
determination of stockholders entitled to receive such
distribution.  If, after any such date fixed for determination, any
such distribution is not in fact made, the conversion price shall be immediately
readjusted effective as of the date that the Board of Directors determines not
to make such distribution, to the conversion price that would have been in
effect if such determination date had not been fixed.  In the event
the then fair market value (as so determined) of the portion of the evidences of
indebtedness, shares of any class of capital stock or other property so
distributed is equal to or greater than the current market price per share of
the Common Stock on such date, in lieu of the foregoing adjustment, adequate
provision shall be made so that each Holder of a Security shall have the right
to receive upon conversion the amount of such evidences of indebtedness, shares
of any class of capital stock or other property such Holder would have received
had such Holder converted each Security on such date.

       

      
        
          
          

        

        
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      (5) The
reclassification of Common Stock into securities other than Common Stock (other
than any reclassification upon a consolidation or merger to which Section 14.11
applies) shall be deemed to involve (a) a distribution of such securities other
than Common Stock to all holders of Common Stock (and the effective date of such
reclassification shall be deemed to be “the date fixed for the determination of
stockholders entitled to receive such distribution” and “the date fixed for such
determination” within the meaning of paragraph (4) of this Section), and (b) a
subdivision or combination, as the case may be, of the number of shares of
Common Stock outstanding immediately prior to such reclassification into the
number of shares of Common Stock outstanding immediately thereafter (and the
effective date of such reclassification shall be deemed to be “the day upon
which such subdivision becomes effective” or “the day upon which such
combination becomes effective”, as the case may be, and “the day upon which such
subdivision or combination becomes effective” within the meaning of paragraph
(3) of this Section).

       

      (6) For the
purpose of any computation under paragraphs (2) and (4) of this Section, the
current market price per share of Common Stock on any day shall be deemed to be
the average of the daily closing prices for the five consecutive trading days
(i.e .,
Business Days on which the Common Stock is traded) selected by the Board of
Directors commencing not more than 20 trading days before, and ending not later
than, the earlier of the day in question and the day before the “ex” date with
respect to the issuance or distribution requiring such
computation.  For this purpose, the term “ex” date, when used with
respect to any issuance or distribution, shall mean the first date on which the
Common Stock trades regular way on the applicable exchange or in the applicable
market without the right to receive such issuance or
distribution.  The closing price for each day shall be the reported
last sale price (or, in case no such reported sale takes place on such day, the
average of the reported closing bid and asked prices) on such date as reported
in composite transactions for the principal national securities on which the
Common Stock is then listed or admitted to trading or, if the Common Stock is
not listed or admitted to trading on any national securities exchange, the
average of the closing bid and asked prices in the over-the-counter market as
furnished by any New York Stock Exchange member firm selected from time to time
by the Board of Directors for that purpose or in the absence of any such
quotations, as determined by the Board of Directors in good faith.

       

      (7) The
Company may make such reductions in the conversion price, in addition to those
required by paragraphs (1), (2), (3) and (4) of this Section, as it considers to
be advisable in order to avoid or diminish any income tax to any holders of
shares of Common Stock resulting from any dividend or distribution of stock or
issuance of rights or warrants to purchase or subscribe for stock or from any
event treated as such for income tax purposes or for any other
reasons.  The Company shall have the power to resolve any ambiguity or
correct any error pursuant to this section and its actions in so doing shall be
final and conclusive.

       

      (8) The
Company may make such decreases to the conversion price, for the remaining term
of the securities of a series that is convertible or any shorter term, in
addition to those required by paragraphs (1), (2), (3), and (4) of this section
as it considers to be advisable in order to avoid or diminish any income tax to
any holders of shares of Common Stock resulting from any dividend or
distribution of stock or issuance of rights or warrants to purchase or subscribe
for stock or from any event treated as such for income tax
purposes.

       

      
        
          
          

        

        
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      (9) No
adjustment in the conversion price shall be required unless such adjustment
would require an increase or decrease of at least one percent in such conversion
price; provided, however, that any
adjustment which by reason of this paragraph (9) is not required to be made
shall be carried forward and taken into account in any subsequent
adjustment.  All calculations under this Article shall be made to the
nearest cent or to the nearest 1/10,000 of a share, as the case may
be.

       

      (10) To the
extent permitted by applicable law, the Company from time to time may decrease
the conversion price by any amount for any period of time of at least twenty
(20) days, the decrease being irrevocable during such period, provided the Board
of Directors shall have made a determination that such decrease would be in the
best interests of the Company, which determination shall be
conclusive.  Whenever the conversion price is decreased pursuant to
the preceding sentence, the Company shall prepare a certificate signed by the
Treasurer or other appropriate officer of the Company stating the decreased
conversion price and the period during which it will be in effect, and such
certificate shall be filed with the Trustee and with the Conversion Agent at
such office or agency maintained for the purpose of conversion of securities
pursuant to Section 10.02 at least fifteen (15) days prior to the date the
decreased conversion price takes effect.

       

      (11) There
shall be no adjustment to the conversion price upon the issuance of rights under
the Company’s rights agreement dated as of August 20, 1999, or upon issuance of
rights pursuant to a rights agreement hereafter adopted that is an amendment,
renewal or replacement thereof, prior to such rights being separated from the
Common Stock.  If Holders of the Securities of a series that is
convertible exercise the right of conversion prior to the rights trading
separately from the Common Stock, such Holders shall receive rights in addition
to the Common Stock upon conversion of such Securities.  If Holders of
the Securities of a series that is convertible exercise the right of conversion
after the date the rights issued under the Company’s rights agreement separate
from the underlying Common Stock, such Holders shall be entitled to receive the
rights that would otherwise be attributable to the shares of Common Stock
received upon conversion and the Conversion Rate, in such case, will be adjusted
as though such rights were being distributed to holders of Common Stock on the
date of such separation.  If such an adjustment is made and such
rights are later redeemed, invalidated or terminated, then a corresponding
reversing adjustment will be made to the Conversion Rate on an equitable
basis.

       

      Section
14.05 Notice of Adjustments of
Conversion Price.

       

      Whenever
the conversion price is adjusted as herein provided:

       

      (a) the
Company shall compute the adjusted conversion price in accordance with Section
14.04 and shall prepare a certificate signed by the Treasurer or other
appropriate officer of the Company setting forth the adjusted conversion price
and showing in reasonable detail the facts upon which such adjustment is based,
and such certificate shall promptly be filed with the Trustee and with the
Conversion Agent at each office or agency maintained for the purpose of
conversion of Securities pursuant to Section 10.02; and

       

      (b) a notice
stating that the conversion price has been adjusted and setting forth the
adjusted conversion price shall be required, and as soon as practicable after it
is required, such notice shall be delivered electronically or mailed by the
Company to all Holders at their last addresses as they shall appear in the
Security Register.

       

      
        
          
          

        

        
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      Section
14.06 Notice of Certain Corporate
Action.

       

      In
case:

       

      (a) the
Company shall declare a dividend (or any other distribution) on its Common Stock
payable otherwise than in cash; or

       

      (b) the
Company shall authorize the granting to all holders of its Common Stock of
rights or warrants to subscribe for or purchase any shares of capital stock of
any class or of any other rights (other than pursuant to a rights agreement
referenced in Section 14.04(11)); or

       

      (c) of any
reclassification of the Common Stock of the Company (other than a subdivision or
combination of its outstanding shares of Common Stock), or of any consolidation,
merger or share exchange to which the Company is a party and for which approval
of any stockholders of the Company is required, or of the sale or transfer of
all or substantially all of the assets of the Company; or

       

      (d) of the
voluntary or involuntary dissolution, liquidation or winding up of the
Company;

       

      then the
Company shall cause to be filed at each office or agency maintained for the
purpose of conversion of Securities pursuant to Section 10.02, and shall cause
to be mailed to all Holders at their last addresses as they shall appear in the
Security Register, at least 20 days (or 10 days in any case specified in clause
(a) or (b) above) prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for
the purpose of such dividend, distribution, rights or warrants, or, if a record
is not to be taken, the date as of which the holders of Common Stock of record
to be entitled to such dividend, distribution, rights or warrants are to be
determined, or (y) the date on which such reclassification, consolidation,
merger, share exchange, sale, transfer, dissolution, liquidation or winding up
is expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, share exchange, sale, transfer,
dissolution, liquidation or winding up.  Neither the failure to give
such notice nor any defect therein shall affect the legality or validity of the
proceedings described in clauses (a) through (d) of this Section
14.06.  If at the time the Trustee shall not be the Conversion Agent,
a copy of such notice shall also forthwith be filed by the Company with the
Trustee.

       

      Section
14.07 Company to Reserve Common
Stock.  The Company shall at all times reserve and keep
available out of its authorized but unissued Common Stock, for the purpose of
effecting the conversion of Securities, the full number of shares of Common
Stock then issuable upon the conversion of all Outstanding
Securities.

       

      Section
14.08 Taxes on
Conversions.  The Company will pay any and all taxes that may
be payable in respect of the issue or delivery of shares of Common Stock on
conversion of Securities pursuant hereto.  The Company shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of shares of Common Stock in a name
other than that of the Holder of the Security or Securities to be converted, and
no such issue or delivery shall be made unless and until the Person requesting
such issue has paid to the Company the amount of any such tax, or has
established to the satisfaction of the Company that such tax has been
paid.

       

      
        
          
          

        

        
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      Section
14.09 Covenant as to Common
Stock.  The Company covenants that all shares of Common Stock
which may be issued upon conversion of Securities will upon issue be fully paid
and nonassessable and, except as provided in Section 14.08, the Company will pay
all taxes, liens and charges with respect to the issue thereof.

       

      Section
14.10 Cancellation of Converted
Securities.  All Securities delivered for conversion shall be
delivered to the Trustee to be cancelled by or at the direction of the Trustee,
which shall dispose of the same as provided in Section 3.09.

       

      Section
14.11 Provisions in Case of
Consolidation, Merger or Sale of Assets.  In case of any
consolidation of the Company with, or merger of the Company into, any other
Person, any merger of another Person into the Company (other than a merger which
does not result in any reclassification, conversion, exchange or cancellation of
outstanding shares of Common Stock of the Company) or any sale or transfer of
all or substantially all of the assets of the Company, the Person formed by such
consolidation or resulting from such merger or which acquires such assets, as
the case may be, shall execute and deliver to the Trustee a supplemental
indenture providing that the Holder of each convertible Security then
outstanding shall have the right thereafter, during the period such Security
shall be convertible as specified in Section 14.01, to convert such Security
only into the kind and amount of securities, cash and other property receivable
upon such consolidation, merger, sale or transfer by a holder of the number of
shares of Common Stock of the Company into which such Security might have been
converted immediately prior to such consolidation, merger, sale or transfer,
assuming such holder of Common Stock of the Company (i) is not (A) a Person with
which the Company consolidated or merged with or into or which merged into or
with the Company or to which such conveyance, sale, transfer or lease was made,
as the case may be (a “Constituent Person”), or (B) an Affiliate of a
Constituent Person and (ii) failed to exercise his, her or its rights of
election, if any, as to the kind or amount of securities, cash and other
property receivable upon such consolidation, merger, sale or transfer (provided
that if the kind or amount of securities, cash and other property receivable
upon such consolidation, merger, sale or transfer is not the same for each share
of Common Stock of the Company in respect of which such rights of election shall
not have been exercised (“non-electing share”), then for the purpose of this
Section the kind and amount of securities, cash and other property receivable
upon such consolidation, merger, sale or transfer by each non-electing share
shall be deemed to be the kind and amount so receivable per share by a plurality
of the non-electing shares).  Such supplemental indenture shall
provide for adjustments which, for events subsequent to the effective date of
such supplemental indenture, shall be as nearly equivalent as may be practicable
to the adjustments provided for in this Article.  The above provisions
of this Section shall similarly apply to successive consolidations, mergers,
sales or transfers.

       

      Section
14.12 Responsibility of
Trustee.  Neither the Trustee nor any Conversion Agent shall at
any time be under any duty or responsibility to any Holder of Securities to
determine whether any fact exists which may require any adjustment of the
conversion price, or with respect to the nature or extent of any such adjustment
when made, or with respect to the method employed, or herein or in any
supplemental indenture provided to be employed, in making the
same.  Neither the Trustee nor any Conversion Agent shall be
accountable with respect to the registration, validity or value (or the kind or
amount) of any shares of Common Stock, or of any securities or property, which
may at any time be issued or delivered upon the conversion of any Security, or
for monitoring the price of the Common Stock or effecting any calculations
hereunder; and neither the Trustee nor any Conversion Agent makes any
representation with respect thereto.  Neither the Trustee nor any
Conversion Agent shall be responsible for any failure of the Company to issue or
transfer or deliver any Common Stock or stock certificates or other securities
or property or to make any cash payment upon the surrender of any Security for
the purpose of conversion or to comply with any of the covenants of the Company
contained in this Article XIV.

       

      
        
          
          

        

        
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      ARTICLE
XV

       

      SUBORDINATION
OF SECURITIES

       

      Section
15.01 Securities Subordinate to
Senior Indebtedness.  The Company covenants and agrees, and
each Holder of a Security, by his acceptance thereof, likewise covenants and
agrees, that, to the extent and in the manner hereinafter set forth in this
Article, the indebtedness represented by the Securities and the payment of the
principal of (and premium, if any) and interest on each and all of the
Securities are hereby expressly made subordinate and subject in right of payment
to the prior payment in full of all Senior Indebtedness of the Company.


       

      Section
15.02 Payment Over of Proceeds
Upon Dissolution, Etc.  In the event of (a) any insolvency or
bankruptcy case or proceeding, or any receivership, liquidation, reorganization
or other similar case or proceeding in connection therewith, relative to the
Company, to its creditors, or to its assets, or (b) any liquidation, dissolution
or other winding up of the Company, whether voluntary or involuntary and whether
or not involving insolvency or bankruptcy, or (c) any assignment for the benefit
of creditors or any other marshalling of assets and liabilities of the Company,
then and in any such event the holders of Senior Indebtedness shall be entitled
to receive payment in full of all amounts due or to become due on or in respect
of all Senior Indebtedness, or provision shall be made for such payment in money
or money’s worth, before the Holders of the Securities are entitled to receive
any payment on account of principal of (or premium, if any) or interest on the
Securities, and to that end the holders of Senior Indebtedness shall be entitled
to receive, for application to the payment thereof, any payment or distribution
of any kind or character, whether in cash, property or securities, which may be
payable or deliverable in respect of the Securities in any such case,
proceeding, dissolution, liquidation or other winding up or event.

       

      In the
event that, notwithstanding the foregoing provisions of this Section, the
Trustee or the Holder of any Security shall have received any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, before all Senior Indebtedness is paid in full or
payment thereof provided for, and if such fact shall, at or prior to the time of
such payment or distribution, have been made known to the Trustee or, as the
case may be, such Holder, then and in such event such payment or distribution
shall be paid over or delivered forthwith to the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee, agent or other Person making
payment or distribution of assets of the Company for application to the payment
of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all
Senior Indebtedness in full, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

       

      
        
          
          

        

        
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      For
purposes of this Article only, the words “cash, property or securities” shall
not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment which are subordinated in right of
payment to all Senior Indebtedness which may at the time be outstanding to
substantially the same extent as, or to a greater extent than, the Securities
are so subordinated as provided in this Article. The consolidation of the
Company with, or the merger of the Company into, another Person or the
liquidation or dissolution of the Company following the conveyance or transfer
of its properties and assets substantially as an entirety to another Person upon
the terms and conditions set forth in Article VIII shall not be deemed a
dissolution, winding up, liquidation, reorganization, assignment for the benefit
of creditors or marshalling of assets and liabilities of the Company for the
purposes of this Section if the Person formed by such consolidation or into
which the Company is merged or which acquires by conveyance or transfer such
properties and assets substantially as an entirety, as the case may be, shall,
as a part of such consolidation, merger, conveyance or transfer, comply with the
conditions set forth in Article VIII.

       

      Section
15.03 Prior Payment to Senior
Indebtedness Upon Acceleration of Securities.  In the event
that any Securities are declared due and payable before their Stated Maturity,
then and in such event the holders of Senior Indebtedness outstanding at the
time such Securities so become due and payable shall be entitled to receive
payment in full of all amounts due or to become due on or in respect of such
Senior Indebtedness, or provision shall be made for such payment in money or
money’s worth, before the Holders of the Securities are entitled to receive any
payment by the Company on account of the principal of (or premium, if any) or
interest on the Securities or on account of the purchase or other acquisition of
Securities; provided, however, that nothing in this Section shall prevent the
satisfaction of any sinking fund payment in accordance with Article XII by
delivering and crediting pursuant to Section 12.02 Securities which have been
acquired (upon redemption or otherwise) prior to such default or which have been
converted pursuant to Article XIV.  

       

      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 such payment shall be paid over and delivered
forthwith to the Company.

       

      The
provisions of this Section shall not apply to any payment with respect to which
Section 15.02 would be applicable.

       

      
        
          
          

        

        
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      Section
15.04 No Payment When Senior
Indebtedness in Default.

       

      (a) 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 beyond any
applicable grace period with respect thereto, 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 (b) in the event any judicial proceeding shall be
pending with respect to any such default in payment or event of default, then no
payment shall be made by the Company on account of principal of (or premium, if
any) or interest on the Securities or on account of the purchase or other
acquisition of Securities; provided , however , that nothing in this Section
shall prevent the satisfaction of any sinking fund payment in accordance with
Article XII by delivering and crediting pursuant to Section 12.02 Securities
which have been acquired (upon redemption or otherwise) prior to such default or
which have been converted pursuant to Article XIV.

       

      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 such payment shall be paid over and delivered
forthwith to the Company.

       

      The
provisions of this Section shall not apply to any payment with respect to which
Section 15.02 would be applicable.

       

      Section
15.05 Payment Permitted If No
Default.  Nothing contained in this Article or elsewhere in
this Indenture or in any of the Securities shall prevent the Company, at any
time except during the pendency of any case, proceeding, dissolution,
liquidation or other winding up, assignment for the benefit of creditors or
other marshaling of assets and liabilities of the Company referred to in Section
15.02 or under the conditions described in Section 15.03 or 15.04, from making
payments at any time of principal of (and premium, if any) or interest on the
Securities.

       

      Section
15.06 Subrogation to Rights of
Holders of Senior Indebtedness.  Subject to the payment in full
of all Senior Indebtedness, the Holders of the Securities shall be subrogated
(equally and ratably with the holders of all indebtedness of the Company) to the
rights of the holders of such Senior Indebtedness to receive payments and
distributions of cash, property and securities applicable to the Senior
Indebtedness until the principal of (and premium, if any) and interest on the
Securities shall be paid in full. For purposes of such subrogation, no payments
or distributions to the holders of the Senior Indebtedness of any cash, property
or securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article, and no payments over
pursuant to the provisions of this Article to the holders of Senior Indebtedness
by Holders of the Securities or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Indebtedness and the Holders of the
Securities, be deemed to be a payment or distribution by the Company to or on
account of the Senior Indebtedness.

       

      
        
          
          

        

        
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      Section
15.07 Provisions Solely to Define
Relative Rights.  The provisions of this Article are and are
intended solely for the purpose of defining the relative rights of the Holders
of the Securities on the one hand and the holders of Senior Indebtedness on the
other hand.  Nothing contained in this Article or elsewhere in this
Indenture or in the Securities is intended to or shall (a) impair, as among the
Company, its creditors other than holders of Senior Indebtedness and the Holders
of the Securities, the obligations of the Company, which are absolute and
unconditional (and which, subject to the rights under this Article of the
holders of Senior Indebtedness, are intended to rank equally with all other
general obligations of the Company), to pay to the Holders of the Securities the
principal of (and premium, if any) and interest on the Securities as and when
the same shall become due and payable in accordance with their terms; or (b)
affect the relative rights against the Company of the Holders of the Securities
and creditors of the Company other than the holders of Senior Indebtedness; or
(c) 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 to receive cash, property and securities otherwise payable
or deliverable to the Trustee or such Holder.

       

      Section
15.08 Trustee to Effectuate
Subordination.  Each holder of a Security by his acceptance
thereof authorizes and directs the Trustee on his behalf to take such action as
may be necessary or appropriate to effectuate the subordination provided in this
Article and appoints the Trustee his attorney-in-fact for any and all such
purposes.

       

      Section
15.09 No Waiver of Subordination
Provisions.  No right of any present or future holder of any
Senior Indebtedness 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 non-compliance by the Company with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
any such holder may have or be otherwise charged with.

       

      Without
in any way limiting the generality of the foregoing paragraph, the holders of
Senior Indebtedness may, at any time and from time to time, without the consent
of or notice to the Trustee or the Holders of the Securities, without incurring
responsibility to the Holders of the Securities and without impairing or
releasing the subordination provided in this Article or the obligations
hereunder of the Holders of the Securities to the holders of Senior
Indebtedness, do any one or more of the following: (a) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness
or any instrument evidencing the same or any agreement under which Senior
Indebtedness is outstanding; (b) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Senior Indebtedness; (c)
release any Person liable in any manner for the collection of Senior
Indebtedness; and (d) exercise or refrain from exercising any rights against the
Company and any other Person.

       

      Section
15.10 Notice to
Trustee.  The Company shall give prompt written notice to the
Trustee of any fact known to the Company which would prohibit the making of any
payment to or by the Trustee in respect of the
Securities.  Notwithstanding the provisions of this Article or any
other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee in respect of the Securities, unless and until the
Trustee shall have received written notice thereof from the Company, a holder of
Senior Indebtedness or from any trustee therefor; and, prior to the receipt of
any such written notice, the Trustee, subject to the provisions of Section 6.01,
shall be entitled in all respects to assume that no such facts exist; provided ,
however , that if the Trustee shall not have received the notice provided for in
this Section at least three Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of (and premium, if any) or interest on
any Security), then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such money and to
apply the same to the purpose for which such money was received and shall not be
affected by any notice to the contrary which may be received by it within three
Business Days prior to such date.

       

      
        
          
          

        

        
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      Subject
to the provisions of Section 6.01, the Trustee shall be entitled to rely on the
delivery to it of a written notice by a Person representing himself to be a
holder of Senior Indebtedness (or a trustee therefor) to establish that such
notice has been given by a holder of Senior Indebtedness (or a trustee
therefor).  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 to participate in any payment or distribution
pursuant to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the 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.

       

      Section
15.11 Reliance on Judicial Order
or Certificate of Liquidating Agent.  Upon any payment or
distribution of assets of the Company referred to in this Article, the Trustee,
subject to the provisions of Section 6.01, and the Holders of the Securities
shall be entitled to rely upon any order or decree entered by any court of
competent jurisdiction in which such insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding up or similar case or
proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or to
the Holders of Securities, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of the Senior
Indebtedness, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this
Article.

       

      Section
15.12 Trustee Not Fiduciary for
Holders of Senior Indebtedness.  The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall
not be liable to any such holders if it shall 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 holders of Senior Indebtedness shall
be entitled by virtue of this Article or otherwise.

       

      
        
          
          

        

        
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      Section
15.13 Rights of Trustee as Holder
of Senior Indebtedness; Preservation of Trustee’s Rights.  The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article with respect to any Senior Indebtedness which may at any time be
held by it, to the same extent as any other holder of Senior Indebtedness, and
nothing in this Indenture shall deprive the Trustee of any of its rights as such
holder.

       

      Nothing
in this Article shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 6.06.

       

      Section
15.14 Article Applicable to Paying
Agents.  In case at any time any Paying Agent other than the
Trustee shall have been appointed by the Company and be then acting hereunder,
the term “Trustee” as used in this Article shall in such case (unless the
context otherwise requires) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article in addition to or in place of the
Trustee.

       

      Section
15.15 Certain Conversions Deemed
Payment.  For the purposes of this Article only, (1) the
issuance and delivery of junior securities upon conversion of Securities in
accordance with Article XIV shall not be deemed to constitute a payment or
distribution on account of the principal of or premium or interest on Securities
or on account of the purchase or other acquisition of Securities, and (2) the
payment, issuance or delivery of cash, property or securities (other than junior
securities) upon conversion of a Security shall be deemed to constitute payment
on account of the principal of such Security. For the purposes of this Section,
the term “junior securities” means (a) shares of any stock of any class of the
Company and (b) securities of the Company which are subordinated in right of
payment to all Senior Indebtedness which may be outstanding at the time of
issuance or delivery of such securities to substantially the same extent as, or
to a greater extent than, the Securities are so subordinated as provided in this
Article.  Nothing contained in this Article or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as among the
Company, its creditors other than holders of Senior Indebtedness and the Holders
of the Securities, the right, which is absolute and unconditional, of the Holder
of any Security to convert such Security in accordance with Article
XIV.

       

      Section
15.16 Trust Moneys Not
Subordinated.  Notwithstanding anything contained herein to the
contrary, payments from moneys or the proceeds of U.S. Government Obligations
held in trust under Article XIII by the Trustee for the payment of principal of,
premium, if any, and interest on the Securities from the date of deposit (if
made in compliance with this Indenture) shall not be subordinated to the prior
payment of any Senior Indebtedness or subject to the restraints set forth in
this Article, and none of the Holders of Securities shall be obligated to pay
over any such amount to the Company or any holder of Senior Indebtedness of the
Company or any other creditor of the Company.

       

      The
Trustee makes no representations as to the validity or sufficiency of this
Indenture; the recitals and statements herein are deemed to be those of the
Company and not of the Trustee.

       

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

       

       (Signature
Page to Follow)

      


      
        
          
          

        

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

       

       

      
        
          	 
      	
                  CHURCH
      & DWIGHT CO., INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  Trustee:

                
	 
      	 
      	 
      
	 
      	
                  THE
      BANK OF NEW YORK MELLON, as trustee

                
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title: