exhibit4c.htm


    EXHIBIT 4(c)


     

    _______________________________________________________________

     

    AMERICAN
ELECTRIC POWER COMPANY, INC.,

     

    Issuer

     

    TO

     

    THE
BANK OF NEW YORK,

     

    Trustee

     

    _________

     

    Junior
Subordinated Indenture

     

    Dated
as of March 1, 2008

     

    _______________________________________________________________

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    AMERICAN
ELECTRIC POWER COMPANY, INC.

     

    Reconciliation
and tie between Trust Indenture Act of 1939

     

    and
Indenture, dated as of March 1, 2008

     

    
      	
              Trust
      Indenture Act Section

            	
              Indenture
      Section

            
	
              §310     (a)(1)

            	
              909

            
	
              (a)(2)                                                                       

            	
              909

            
	
              (a)(3)                                                                       

            	
              915(b)

            
	
              (a)(4)                                                                       

            	
              Not
      Applicable

            
	
              (b)                                                                       

            	
              908

              910

            
	
              §311     
      (a)

            	
              913

            
	
              (b)                                                                       

            	
              913

            
	
              (c)                                                                       

            	
              Not
      Applicable

            
	
              §312      (a)

            	
              1001

            
	
              (b)                                                                       

            	
              1001

            
	
              (c)                                                                       

            	
              1001

            
	
              §313      (a)

            	
              1002

            
	
              (b)(1)                                                                       

            	
              Not
      Applicable

            
	
              (b)(2)                                                                       

            	
              1002

            
	
              (c)                                                                       

            	
              1002

            
	
              (d)                                                                       

            	
              1002

            
	
              §314      (a)

            	
              1002

            
	
              (a)(4)                                                                       

            	
              605

            
	
              (b)                                                                       

            	
              Not
      Applicable

            
	
              (c)(1)                                                                       

            	
              102

            
	
              (c)(2)                                                                       

            	
              102

            
	
              (c)(3)                                                                       

            	
              Not
      Applicable

            
	
              (d)                                                                       

            	
              Not
      Applicable

            
	
              (e)                                                                       

            	
              102

            
	
              §315      (a)

            	
              901(a)

            
	
              (b)                                                                       

            	
              902

            
	
              (c)                                                                       

            	
              901(b)

            
	
              (d)                                                                       

            	
              901(c)

            
	
              (d)(1)                                                                       

            	
              901(a)(1),
      901(c)(1)

            
	
              (d)(2)                                                                       

            	
              901(c)(2)

            
	
              (d)(3)                                                                       

            	
              901(c)(3)

            
	
              (e)                                                                       

            	
              814

            
	
              §316      (a)

            	
              812

              813

            
	
              (a)(1)(A)                                                                       

            	
              802

              812

            
	
              (a)(1)(B)                                                                       

            	
              813

            
	
              (a)(2)                                                                       

            	
              Not
      Applicable

            
	
              (b)                                                                       

            	
              808

            
	
              §317      (a)(1)

            	
              803

            
	
              (a)(2)                                                                       

            	
              804

            
	
              (b)                                                                       

            	
              603

            
	
              §318      (a)

            	
              107

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              Table
      of Contents

            


    

     

     

    
      
        
          	 	 	
                  Page 

                
	
                  ARTICLE
      ONE

                	
                  Definitions
      and other Provisions of General Application

                	
                  1

                
	 
      	
                  SECTION
      101.

                	
                  Definitions

                	
                  1

                
	 
      	
                  SECTION
      102.

                	
                  Compliance
      Certificates and Opinions

                	
                  7

                
	 
      	
                  SECTION
      103.

                	
                  Form
      of Documents Delivered to Trustee

                	
                  7

                
	 
      	
                  SECTION
      104.

                	
                  Acts
      of Holders

                	
                  8

                
	 
      	
                  SECTION
      105.

                	
                  Notices,
      Etc. to Trustee or Company

                	
                  9

                
	 
      	
                  SECTION
      106.

                	
                  Notice
      to Holders of Securities; Waiver

                	
                  10

                
	 
      	
                  SECTION
      107.

                	
                  Conflict
      with Trust Indenture Act

                	
                  10

                
	 
      	
                  SECTION
      108.

                	
                  Effect
      of Headings

                	
                  11

                
	 
      	
                  SECTION
      109.

                	
                  Successors
      and Assigns

                	
                  11

                
	 
      	
                  SECTION
      110.

                	
                  Separability
      Clause

                	
                  11

                
	 
      	
                  SECTION
      111.

                	
                  Benefits
      of Indenture

                	
                  11

                
	 
      	
                  SECTION
      112.

                	
                  Governing
      Law

                	
                  11

                
	 
      	
                  SECTION
      113.

                	
                  Legal
      Holidays

                	
                  11

                
	 
      	
                  SECTION
      114.

                	
                  Waiver
      of Jury Trial

                	
                  11

                
	 
      	
                  SECTION
      115.

                	
                  Force
      Majeure

                	
                  12

                
	
                  ARTICLE
      TWO

                	
                  Security
      Forms

                	
                  12

                
	 
      	
                  SECTION
      201.

                	
                  Forms
      Generally

                	
                  12

                
	 
      	
                  SECTION
      202.

                	
                  Form
      of Trustee’s Certificate of Authentication

                	
                  12

                
	
                  ARTICLE
      THREE

                	
                  The
      Securities

                	
                  12

                
	 
      	
                  SECTION
      301.

                	
                  Amount
      Unlimited; Issuable in Series

                	
                  12

                
	 
      	
                  SECTION
      302.

                	
                  Denominations

                	
                  15

                
	 
      	
                  SECTION
      303.

                	
                  Execution,
      Authentication, Delivery and Dating

                	
                  15

                
	 
      	
                  SECTION
      304.

                	
                  Temporary
      Securities

                	
                  17

                
	 
      	
                  SECTION
      305.

                	
                  Registration,
      Registration of Transfer and Exchange

                	
                  18

                
	 
      	
                  SECTION
      306.

                	
                  Mutilated,
      Destroyed, Lost and Stolen Securities

                	
                  19

                
	 
      	
                  SECTION
      307.

                	
                  Payment
      of Interest; Interest Rights Preserved

                	
                  19

                
	 
      	
                  SECTION
      308.

                	
                  Persons
      Deemed Owners

                	
                  20

                
	 
      	
                  SECTION
      309.

                	
                  Cancellation

                	
                  20

                
	 
      	
                  SECTION
      310.

                	
                  Computation
      of Interest

                	
                  20

                
	 
      	
                  SECTION
      311.

                	
                  Payment
      to Be in Proper Currency

                	
                  21

                
	 
      	
                  SECTION
      312.

                	
                  Extension
      of Interest Payment

                	
                  21

                
	 
      	
                  SECTION
      313.

                	
                  Additional
      Interest

                	
                  21

                
	 
      	
                  SECTION
      314.

                	
                  CUSIP
      Numbers

                	
                  21

                
	
                  ARTICLE
      FOUR

                	
                  Redemption
      of Securities

                	
                  21

                
	 
      	
                  SECTION
      401.

                	
                  Applicability
      of Article

                	
                  21

                
	 
      	
                  SECTION
      402.

                	
                  Election
      to Redeem; Notice to Trustee

                	
                  22

                
	 
      	
                  SECTION
      403.

                	
                  Selection
      of Securities to Be Redeemed

                	
                  22

                
	 
      	
                  SECTION
      404.

                	
                  Notice
      of Redemption

                	
                  22

                
	 
      	
                  SECTION
      405.

                	
                  Securities
      Payable on Redemption Date

                	
                  23

                
	 
      	
                  SECTION
      406.

                	
                  Securities
      Redeemed in Part

                	
                  23

                
	
                  ARTICLE
      FIVE

                	
                  Sinking
      Funds

                	
                  24

                
	 
      	
                  SECTION
      501.

                	
                  Applicability
      of Article

                	
                  24

                
	 
      	
                  SECTION
      502.

                	
                  Satisfaction
      of Sinking Fund Payments with Securities

                	
                  24

                
	 
      	
                  SECTION
      503.

                	
                  Redemption
      of Securities for Sinking Fund

                	
                  24

                
	
                  ARTICLE
      SIX

                	
                  Covenants

                	
                  25

                
	 
      	
                  SECTION
      601.

                	
                  Payment
      of Principal, Premium and Interest

                	
                  25

                
	 
      	
                  SECTION
      602.

                	
                  Maintenance
      of Office or Agency

                	
                  25

                
	 
      	
                  SECTION
      603.

                	
                  Money
      for Securities Payments to Be Held in Trust

                	
                  25

                
	 
      	
                  SECTION
      604.

                	
                  Corporate
      Existence

                	
                  26

                
	 
      	
                  SECTION
      605.

                	
                  Annual
      Officer’s Certificate

                	
                  26

                
	 
      	
                  SECTION
      606.

                	
                  Waiver
      of Certain Covenants

                	
                  27

                
	 
      	
                  SECTION
      607.

                	
                  Restrictions
      on Dividends and Debt Payments

                	
                  27

                
	 
      	
                  SECTION
      608.

                	
                  Maintenance
      of Trust Existence

                	
                  28

                
	 
      	
                  SECTION
      609.

                	
                  Rights
      of Holders of Preferred Securities

                	
                  28

                
	
                  ARTICLE
      SEVEN

                	
                  Satisfaction
      and Discharge

                	
                  28

                
	 
      	
                  SECTION
      701.

                	
                  Satisfaction
      and Discharge of Securities

                	
                  28

                
	 
      	
                  SECTION
      702.

                	
                  Satisfaction
      and Discharge of Indenture

                	
                  30

                
	 
      	
                  SECTION
      703.

                	
                  Application
      of Trust Money

                	
                  30

                
	
                  ARTICLE
      EIGHT

                	
                  Events
      of Default; Remedies

                	
                  31

                
	 
      	
                  SECTION
      801.

                	
                  Events
      of Default

                	
                  31

                
	 
      	
                  SECTION
      802.

                	
                  Acceleration
      of Maturity; Rescission and Annulment

                	
                  32

                
	 
      	
                  SECTION
      803.

                	
                  Collection
      of Indebtedness and Suits for Enforcement by Trustee

                	
                  33

                
	 
      	
                  SECTION
      804.

                	
                  Trustee
      May File Proofs of Claim

                	
                  33

                
	 
      	
                  SECTION
      805.

                	
                  Trustee
      May Enforce Claims Without Possession of Securities

                	
                  34

                
	 
      	
                  SECTION
      806.

                	
                  Application
      of Money Collected

                	
                  34

                
	 
      	
                  SECTION
      807.

                	
                  Limitation
      on Suits

                	
                  34

                
	 
      	
                  SECTION
      808.

                	
                  Unconditional
      Right of Holders to Receive Principal, Premium and
Interest

                	
                  35

                
	 
      	
                  SECTION
      809.

                	
                  Restoration
      of Rights and Remedies

                	
                  35

                
	 
      	
                  SECTION
      810.

                	
                  Rights
      and Remedies Cumulative

                	
                  35

                
	 
      	
                  SECTION
      811.

                	
                  Delay
      or Omission Not Waiver

                	
                  35

                
	 
      	
                  SECTION
      812.

                	
                  Control
      by Holders of Securities

                	
                  36

                
	 
      	
                  SECTION
      813.

                	
                  Waiver
      of Past Defaults

                	
                  36

                
	 
      	
                  SECTION
      814.

                	
                  Undertaking
      for Costs

                	
                  36

                
	 
      	
                  SECTION
      815.

                	
                  Waiver
      of Usury, Stay or Extension Laws

                	
                  37

                
	
                  ARTICLE
      NINE

                	
                  The
      Trustee

                	
                  37

                
	 
      	
                  SECTION
      901.

                	
                  Certain
      Duties and Responsibilities

                	
                  37

                
	 
      	
                  SECTION
      902.

                	
                  Notice
      of Defaults

                	
                  38

                
	 
      	
                  SECTION
      903.

                	
                  Certain
      Rights of Trustee

                	
                  38

                
	 
      	
                  SECTION
      904.

                	
                  Not
      Responsible for Recitals or Issuance of Securities

                	
                  39

                
	 
      	
                  SECTION
      905.

                	
                  May
      Hold Securities

                	
                  39

                
	 
      	
                  SECTION
      906.

                	
                  Money
      Held in Trust

                	
                  40

                
	 
      	
                  SECTION
      907.

                	
                  Compensation
      and Reimbursement

                	
                  40

                
	 
      	
                  SECTION
      908.

                	
                  Disqualification;
      Conflicting Interests

                	
                  40

                
	 
      	
                  SECTION
      909.

                	
                  Corporate
      Trustee Required; Eligibility

                	
                  40

                
	 
      	
                  SECTION
      910.

                	
                  Resignation
      and Removal; Appointment of Successor

                	
                  41

                
	 
      	
                  SECTION
      911.

                	
                  Acceptance
      of Appointment by Successor

                	
                  42

                
	 
      	
                  SECTION
      912.

                	
                  Merger,
      Conversion, Consolidation or Succession to Business

                	
                  43

                
	 
      	
                  SECTION
      913.

                	
                  Preferential
      Collection of Claims Against Company

                	
                  43

                
	 
      	
                  SECTION
      914.

                	
                  Appointment
      of Authenticating Agent

                	
                  44

                
	 
      	
                  SECTION
      915.

                	
                  Co-trustee
      and Separate Trustees

                	
                  45

                
	
                  ARTICLE
      TEN

                	
                  Holders’
      Lists and Reports by Trustee and Company

                	
                  46

                
	 
      	
                  SECTION
      1001.

                	
                  Lists
      of Holders

                	
                  46

                
	 
      	
                  SECTION
      1002.

                	
                  Reports
      by Trustee and Company

                	
                  46

                
	
                  ARTICLE
      ELEVEN

                	
                  Consolidation,
      Merger, Conveyance, or Other Transfer

                	
                  47

                
	 
      	
                  SECTION
      1101.

                	
                  Company
      May Consolidate, Etc., Only on Certain Terms

                	
                  47

                
	 
      	
                  SECTION
      1102.

                	
                  Successor
      Person Substituted

                	
                  47

                
	 
      	
                  SECTION
      1103.

                	
                  Limitation

                	
                  47

                
	
                  ARTICLE
      TWELVE

                	
                  Supplemental
      Indentures

                	
                  48

                
	 
      	
                  SECTION
      1201.

                	
                  Supplemental
      Indentures Without Consent of Holders

                	
                  48

                
	 
      	
                  SECTION
      1202.

                	
                  Supplemental
      Indentures With Consent of Holders

                	
                  49

                
	 
      	
                  SECTION
      1203.

                	
                  Execution
      of Supplemental Indentures

                	
                  50

                
	 
      	
                  SECTION
      1204.

                	
                  Effect
      of Supplemental Indentures

                	
                  50

                
	 
      	
                  SECTION
      1205.

                	
                  Conformity
      With Trust Indenture Act

                	
                  51

                
	 
      	
                  SECTION
      1206.

                	
                  Reference
      in Securities to Supplemental Indentures

                	
                  51

                
	 
      	
                  SECTION
      1207.

                	
                  Modification
      Without Supplemental Indenture

                	
                  51

                
	
                  ARTICLE
      THIRTEEN

                	
                  Meetings
      of Holders; Action Without Meeting

                	
                  51

                
	 
      	
                  SECTION
      1301.

                	
                  Purposes
      for Which Meetings May Be Called

                	
                  51

                
	 
      	
                  SECTION
      1302.

                	
                  Call,
      Notice and Place of Meetings

                	
                  51

                
	 
      	
                  SECTION
      1303.

                	
                  Persons
      Entitled to Vote at Meetings

                	
                  52

                
	 
      	
                  SECTION
      1304.

                	
                  Quorum;
      Action

                	
                  52

                
	 
      	
                  SECTION
      1305.

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

                	
                  53

                
	 
      	
                  SECTION
      1306.

                	
                  Counting
      Votes and Recording Action of Meetings

                	
                  53

                
	 
      	
                  SECTION
      1307.

                	
                  Action
      Without Meeting

                	
                  54

                
	
                  ARTICLE
      FOURTEEN

                	
                  Subordination
      of Securities

                	
                  54

                
	 
      	
                  SECTION
      1401.

                	
                  Securities
      Subordinate to Senior Indebtedness of the Company

                	
                  54

                
	 
      	
                  SECTION
      1402.

                	
                  Payment
      Over of Proceeds of Securities

                	
                  54

                
	 
      	
                  SECTION
      1403.

                	
                  Disputes
      with Holders of Certain Senior Indebtedness of the Company

                	
                  55

                
	 
      	
                  SECTION
      1404.

                	
                  Subrogation

                	
                  56

                
	 
      	
                  SECTION
      1405.

                	
                  Obligation
      of the Company Unconditional

                	
                  56

                
	 
      	
                  SECTION
      1406.

                	
                  Priority
      of Senior Indebtedness of the Company Upon Maturity

                	
                  56

                
	 
      	
                  SECTION
      1407.

                	
                  Trustee
      as Holder of Senior Indebtedness of the Company

                	
                  57

                
	 
      	
                  SECTION
      1408.

                	
                  Notice
      to Trustee to Effectuate Subordination

                	
                  57

                
	 
      	
                  SECTION
      1409.

                	
                  Modification,
      Extension, etc. of Senior Indebtedness of the Company

                	
                  57

                
	 
      	
                  SECTION
      1410.

                	
                  Trustee
      Has No Fiduciary Duty to Holders of Senior Indebtedness of the
      Company

                	
                  57

                
	 
      	
                  SECTION
      1411.

                	
                  Paying
      Agents Other Than the Trustee

                	
                  57

                
	 
      	
                  SECTION
      1412.

                	
                  Rights
      of Holders of Senior Indebtedness of the Company Not
    Impaired

                	
                  58

                
	 
      	
                  SECTION
      1413.

                	
                  Effect
      of Subordination Provisions; Termination

                	
                  58

                
	 
      	
                  SECTION
      1414.

                	
                  Reliance
      on Judicial Order or Certificate of Liquidating Agent

                	
                  58

                
	
                  ARTICLE
      FIFTEEN

                	
                  Immunity
      of Incorporators, Stockholders, Officers and Directors

                	
                  58

                
	 
      	
                  SECTION
      1501.

                	
                  Liability
      Solely Corporate

                	
                  58

                


        

      

    

     

    
      
        
        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    JUNIOR SUBORDINATED INDENTURE,
dated as of March 1, 2008 between AMERICAN ELECTRIC POWER COMPANY,
INC., a corporation duly organized and existing under the laws of the
State of New York (herein called the “Company”), having its principal office at
1 Riverside Plaza, Columbus, Ohio  43215, and The Bank of New York, a
New York banking corporation, having an office at 101 Barclay Street, Floor 8W,
New York, New York 10286, as Trustee (herein called the “Trustee”).

     

    RECITAL
OF THE COMPANY

     

    The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its unsecured subordinated
debentures, notes or other evidences of indebtedness (herein called the
“Securities”), in an unlimited aggregate principal amount to be issued in one or
more series as contemplated herein, and all acts necessary to make this
Indenture a valid and legally binding agreement of the Company, in accordance
with its terms, have been performed.

     

    NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

     

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

     

    ARTICLE
ONE

     

    Definitions
and other Provisions of General Application

     

    
      	
              SECTION
      101.  

            	
              Definitions.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Additional Interest” has the
meaning specified in Section 313.

     

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

     

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

     

    “Authorized Officer” means the
Chairman of the Board, the President, any Vice President, the Treasurer, or any
other Person duly authorized by the Company, as the case requires, to act in
respect of matters relating to this Indenture.

     

    “Board of Directors” means
either the board of directors of the Company, as the case requires, or any
committee of that board duly authorized to act in respect of matters relating to
this Indenture.

     

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

     

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

     

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

     

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

     

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

     

    “Company Order” or “Company Request” mean,
respectively, a written order or request, as the case may be, signed in the name
of the Company by an Authorized Officer and delivered to the
Trustee.

     

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

     

    “corporation” means a
corporation, association, company, limited liability company, joint stock
company, business trust or other business entity.

     

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

     

    “Discount Security” means any
Security which provides for an amount less than the principal amount thereof to
be due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 802.

     

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

     

    “Eligible Obligations”
means:

     

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

     

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

     

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

     

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

     

    “Government Obligations” means
securities which are (a) (i) direct obligations of the United States
where the payment or payments thereunder are supported by the full faith and
credit of the United States or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
where the timely payment or payments thereunder are unconditionally guaranteed
as a full faith and credit obligation by the United States or
(b) depository receipts issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any such Government Obligation
or a specific payment of interest on or principal of or other amount with
respect to any such Government Obligation held by such custodian for the account
of the holder of a depository receipt, provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
interest on or principal of or other amount with respect to the Government
Obligation evidenced by such depository receipt.

     

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

     

    “Indenture” means this
instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, including, for all purposes
of this instrument and any such supplemental indenture, the provisions of the
Trust Indenture Act that are deemed to be a part of and govern this Indenture
and any such supplemental indenture, respectively.  The term
“Indenture” shall also include the terms of particular series of Securities
established as contemplated by Section 301.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (c) Securities
which have been paid pursuant to Section 306 or in exchange for or in lieu of
which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it and the Company that such
Securities are held by a bona fide purchaser in whose hands such Securities are
valid obligations of the Company;

     

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

     

    (x)           Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor (unless the Company, such Affiliate or
such obligor owns all Securities Outstanding under this Indenture, or all
Outstanding Securities of each such series and each such Tranche, as the case
may be, determined without regard to this clause (x)) shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver or upon any such determination as to the
presence of a quorum, only Securities which the Trustee knows to be so owned
shall be so disregarded; provided, however, that Securities so owned which have
been pledged in good faith may be regarded as Outstanding if it is established
to the reasonable satisfaction of the Trustee that the pledgee, and not the
Company, or any such other obligor or Affiliate of either thereof, has the right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor;

     

    (y)           the
principal amount of a Discount Security that shall be deemed to be Outstanding
for such purposes shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon a declaration of
acceleration of the Maturity thereof pursuant to Section 802; and

     

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

     

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

     

    “Pari Passu Securities” means
(i) indebtedness and other securities that, among other things, by their terms
rank equally with the Securities of any series in right of payment and upon
liquidation; (ii) guarantees of indebtedness or other securities described in
clause (i), and (iii) trade accounts payable and accrued liabilities arising in
the ordinary course of business of the Company.

     

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

     

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

     

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

     

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

     

    “Predecessor Security” of any
particular Security means every previous Security evidencing all or a portion of
the same debt as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and delivered under
Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen
Security shall be deemed to evidence the same debt as the mutilated, destroyed,
lost or stolen Security.

     

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

     

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

     

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

     

    “Regular Record Date” for the
interest payable on any Interest Payment Date on the Securities of any series
means the date specified for that purpose as contemplated by Section
301.

     

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

     

    “Responsible Officer”, when
used with respect to the Trustee, means the chairman or any vice-chairman of the
board of directors, the chairman or any vice-chairman of the executive committee
of the board of directors, the chairman of the trust committee, the president,
any vice president, the secretary, any assistant secretary, the treasurer, any
assistant treasurer, the cashier, any assistant cashier, any senior trust
officer, any trust officer or assistant trust officer, the controller or any
assistant controller 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 of the Trustee to whom such matter is referred because of his knowledge
of and familiarity with the particular subject.

     

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

     

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

     

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

     

    “Senior Indebtedness”, when
used with respect to the Company, means all of the Company’s obligations,
whether presently existing or from time to time hereafter incurred, created,
assumed or existing, to pay principal, premium, interest, penalties, fees and
any other payment in respect of any of the following:

     

    (a) obligations
for borrowed money, including without limitation, such obligations as are
evidenced by credit agreements, notes, debentures, bonds or other securities or
instruments;

     

    (b) capitalized
lease obligations;

     

    (c) obligations
for reimbursement under letters of credit, security purchase facilities, or
similar facilities issued for the Company’s account;

     

    (d) all
obligations of the types referred to in clauses (a)-(c) above of others which
the Company has assumed, endorsed, guaranteed, contingently agreed to purchase
or provide funds for the payment of, or otherwise becomes liable for, under any
agreement; or

     

    (e) all
renewals, extensions or refundings of obligations of the kinds described in any
of the preceding categories.

     

    unless,
in the case of any particular obligation, indebtedness, renewal, extension or
refunding, the instrument creating or evidencing the same or the assumption or
guarantee of the same expressly provides that such obligation, indebtedness,
renewal, extension or refunding is not superior in right of payment to or is
pari passu with the
Securities; and provided further that trade accounts payable and accrued
liabilities arising in the ordinary course of business shall not be deemed to be
Senior Indebtedness.

     

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

     

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

     

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

     

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

     

    “Trust” means any trust
designated pursuant to Section 301 hereof or any permitted successor under the
Trust Agreement pertaining to such Trust.

     

    “Trust Agreement” means an
Amended and Restated Trust Agreement relating to a Trust designated pursuant to
Section 301 hereof, in each case, among American Electric Power Company, Inc.,
as Depositor and, the trustees named therein and the several holders referred to
therein, as such agreement or agreements, as the case may be, may be amended
from time to time.

     

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

     

    “Trust Indenture Act” means,
as of any time, the Trust Indenture Act of 1939 as in force at such
time.

     

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

     

    
      	
              SECTION
      102.  

            	
              Compliance
      Certificates and Opinions.

            


    

     

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

     

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

     

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

     

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

     

    (c) a
statement that, in the opinion of each such 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

     

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

     

    
      	
              SECTION
      103.  

            	
              Form
      of Documents Delivered to Trustee.

            


    

     

    (a) Any
Officer’s Certificate may be based (without further examination or
investigation), insofar as it relates to or is dependent upon legal matters,
upon an opinion of, or representations by, counsel, unless, in any case, such
officer has actual knowledge that the certificate or opinion or representations
with respect to the matters upon which such Officer’s Certificate may be based
as aforesaid are erroneous.

     

    Any
Opinion of Counsel may be based (without further examination or investigation),
insofar as it relates to or is dependent upon factual matters, information with
respect to which is in the possession of the Company, upon a certificate of, or
representations by, an officer or officers of the Company, as the case may be,
unless such counsel has actual knowledge that the certificate or opinion or
representations with respect to the matters upon which his opinion may be based
as aforesaid are erroneous.  In addition, any Opinion of Counsel may
be based (without further examination or investigation), insofar as it relates
to or is dependent upon matters covered in an Opinion of Counsel rendered by
other counsel, upon such other Opinion of Counsel, unless such counsel has
actual knowledge that the Opinion of Counsel rendered by such other counsel with
respect to the matters upon which his Opinion of Counsel may be based as
aforesaid are erroneous.  If, in order to render any Opinion of
Counsel provided for herein, the signer thereof shall deem it necessary that
additional facts or matters be stated in any Officer’s Certificate provided for
herein, then such certificate may state all such additional facts or matters as
the signer of such Opinion of Counsel may request.

     

    (b) 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.  Where (i) any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture, or (ii) two or more Persons are each required to make, give or
execute any such application, request, consent, certificate, statement, opinion
or other instrument, any such applications, requests, consents, certificates,
statements, opinions or other instruments may, but need not, be consolidated and
form one instrument.

     

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

     

    
      	
              SECTION
      104.  

            	
              Acts
      of Holders.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

    (g) The
Company may, at its option, by Company Order, as appropriate, fix in advance a
record date for the determination of Holders entitled to give any request,
demand, authorization, direction, notice, consent, waiver or other Act solicited
by the Company, but the Company shall have no obligation to do so; provided,
however, that the Company may not fix a record date for the giving or making of
any notice, declaration, request or direction referred to in the next
sentence.  In addition, the Trustee may, at its option, fix in advance
a record date for the determination of Holders entitled to join in the giving or
making of any Notice of Default, any declaration of acceleration referred to in
Section 802, any request to institute proceedings referred to in Section 807 or
any direction referred to in Section 812.  If any such record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act, or such notice, declaration, request or direction, may be given
before or after such record date, but only the Holders of record at the close of
business on the record date shall be deemed to be Holders for the purposes of
determining (i) whether Holders of the requisite proportion of the
Outstanding Securities have authorized or agreed or consented to such Act (and
for that purpose the Outstanding Securities shall be computed as of the record
date) and/or (ii) which Holders may revoke any such Act (notwithstanding
subsection (e) of this Section ); and any such Act, given as aforesaid, shall be
effective whether or not the Holders which authorized or agreed or consented to
such Act remain Holders after such record date and whether or not the Securities
held by such Holders remain Outstanding after such record date.

     

    
      	
              SECTION
      105.  

            	
              Notices,
      Etc. to Trustee or Company.

            


    

     

    Any
request, demand, authorization, direction, notice, consent, election, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with, the Trustee by any Holder or by
the Company, or the Company by the Trustee or by any Holder, shall be sufficient
for every purpose hereunder (unless otherwise expressly provided herein) if in
writing and delivered personally to an officer or other responsible employee of
the addressee, or transmitted by facsimile transmission, telex or other direct
written electronic means to such telephone number or other electronic
communications address set forth for such party below or such other address as
the parties hereto shall from time to time designate, or transmitted by
registered mail, charges prepaid, to the applicable address set forth for such
party below or to such other address as any party hereto may from time to time
designate:

     

    If to the
Trustee, to:

     

    


     

    The Bank
of New York

                    101 Barclay Street,
Floor 8W

                    New York, NY
10286

     

    Attention:  Corporate
Trust Administration

    Telecopy:
212-815-5707

     

    If to the
Company, to:

     

    


     

    AMERICAN
ELECTRIC POWER COMPANY, INC.

                    1 Riverside
Plaza                

                    Columbus,
Ohio  43215

                    Attention:
Treasurer

     

                    Telephone: (614)
716-2885

                    Fax: (614)
716-2380

     

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

     

    
      	
              SECTION
      106.  

            	
              Notice
      to Holders of Securities; Waiver.

            


    

     

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

     

    In case
by reason of the suspension of regular mail service or by reason of any other
cause it shall be impracticable to give such notice to Holders by mail, then
such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.  In
any case where notice to Holders is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular Holder
shall affect the sufficiency of such notice with respect to other
Holders.

     

    Any
notice required by this Indenture may be waived in writing by the Person
entitled to receive such notice, either before or after the event otherwise to
be specified therein, and such waiver shall be the equivalent of such
notice.  Waivers of notice by Holders shall be filed with the Trustee,
but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

     

    
      	
              SECTION
      107.  

            	
              Conflict
      with Trust Indenture Act.

            


    

     

    If any
provision of this Indenture limits, qualifies or conflicts with another
provision hereof which is required or deemed to be included in this Indenture
by, or is otherwise governed by, any provision of the Trust Indenture Act, such
other provision shall control; and if any provision hereof otherwise conflicts
with the Trust Indenture Act, the Trust Indenture Act shall
control.

     

    
      	
              SECTION
      108.  

            	
              Effect
      of Headings.

            


    

     

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

     

    
      	
              SECTION
      109.  

            	
              Successors
      and Assigns.

            


    

     

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

     

    
      	
              SECTION
      110.  

            	
              Separability
      Clause.

            


    

     

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

     

    
      	
              SECTION
      111.  

            	
              Benefits
      of Indenture.

            


    

     

    Nothing
in this Indenture or the Securities, express or implied, shall give to any
Person, other than the parties hereto, their successors hereunder, the Holders
and the holders of Senior Indebtedness, any benefit or any legal or equitable
right, remedy or claim under this Indenture, provided, however, that for so long
as any Preferred Securities remain outstanding, the holders of such Preferred
Securities, subject to certain limitations set forth in this Indenture, may
enforce the Company’s obligations hereunder, directly against the Company, as
third party beneficiaries of this Indenture without proceeding against the Trust
issuing such Preferred Securities.

     

    
      	
              SECTION
      112.  

            	
              Governing
      Law.

            


    

     

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

     

    
      	
              SECTION
      113.  

            	
              Legal
      Holidays.

            


    

     

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

     

    
      	
              SECTION
      114.  

            	
              Waiver
      of Jury Trial.

            


    

     

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

     

    
      	
              SECTION
      115.  

            	
              Force
      Majeure.

            


    

     

    In no
event shall the Trustee be responsible or liable, nor shall the Company be
responsible or liable to the Trustee, 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 or the Company, as the
case may be, shall use reasonable efforts which are consistent with accepted
practices to resume performance as soon as practicable under the
circumstances.

     

    ARTICLE
TWO

     

    Security
Forms

     

    
      	
              SECTION
      201.  

            	
              Forms
      Generally.

            


    

     

    The
definitive Securities of each series shall be in substantially the form or forms
thereof established in the indenture supplemental hereto establishing such
series or in a Board Resolution establishing such series, or in an Officer’s
Certificate pursuant to such a supplemental indenture or Board Resolution, in
each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution
thereof.  If the form or forms of Securities of any series are
established in a Board Resolution or in an Officer’s Certificate pursuant to a
Board Resolution, such Board Resolution and Officer’s Certificate, if any, shall
be delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities.

     

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

     

    
      	
              SECTION
      202.  

            	
              Form
      of Trustee’s Certificate of
Authentication.

            


    

     

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

     

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

     

    
      	
               
      

            	
              The
      Bank of New York,

            


    

    
      	
               
      

            	
              as
      Trustee

            


    

    


    


    
      	
               
      

            	
              By:

            	
              _____________________________

            


    

    
      	
               
      

            	
              Authorized
      Officer

            


    

    


    


    ARTICLE
THREE

     

    The
Securities

     

    
      	
              SECTION
      301.  

            	
              Amount
      Unlimited; Issuable in Series.

            


    

     

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

     

    The
Securities may be issued in one or more series.  Subject to the last
paragraph of this Section, prior to the authentication and delivery of
Securities of any series there shall be established by specification in a
supplemental indenture or in a Board Resolution of the Company or in an
Officer’s Certificate of the Company (which need not, comply with Section 102)
pursuant to a supplemental indenture or a Board Resolution:

     

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

     

    (b) any limit
upon the aggregate principal amount of the Securities of such series which may
be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of such series pursuant to Section 304,
305, 306, 406 or 1206 and except for any Securities which, pursuant to Section
303, are deemed never to have been authenticated and delivered
hereunder);

     

    (c) the
Person or Persons (without specific identification) to whom any interest on
Securities of such series, or any Tranche thereof, 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;

     

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

     

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

     

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

     

    (g) the
period or periods within which, or the date or dates on which, the price or
prices at which and the terms and conditions upon which the Securities of such
series, or any Tranche thereof, may be redeemed, in whole or in part, at the
option of the Company and any restrictions on such redemptions;

     

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

     

    (i) the
denominations in which Securities of such series, or any Tranche thereof, shall
be issuable if other than denominations of $25 and any integral multiple
thereof;

     

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

     

    (k) the
currency or currencies, including composite currencies, in which payment of the
principal of and premium, if any, and interest, if any, on the Securities of
such series, or any Tranche thereof, shall be payable (if other than Dollars)
and the manner in which the equivalent of the principal amount thereof in
Dollars is to be determined for any purpose, including for the purpose of
determining the principal amount deemed to be Outstanding at any
time;

     

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

     

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

     

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

     

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

     

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

     

    (q) the
obligations or instruments, if any, which shall be considered to be Eligible
Obligations in respect of the Securities of such series, or any Tranche thereof,
denominated in a currency other than Dollars or in a composite currency, and any
provisions for satisfaction and discharge of Securities of any series, in
addition to those set forth in Section 701 and 702, or any exceptions to those
set forth in Section 701 and 702;

     

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

     

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

     

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

     

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

     

    (v) any
variation in the definition of Pari Passu Securities, with respect to the
Securities of such series, or any Tranche thereof;

     

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

     

    (x) any other
terms of the Securities of such series, or any Tranche thereof.

     

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

     

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

     

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

     

    
      	
              SECTION
      302.  

            	
              Denominations.

            


    

     

    Unless
otherwise provided as contemplated by Section 301 with respect to any series of
Securities, or any Tranche thereof, the Securities of each series shall be
issuable in denominations of $25 and any integral multiple thereof.

     

    
      	
              SECTION
      303.  

            	
              Execution,
      Authentication, Delivery and
Dating.

            


    

     

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

     

    A
Security bearing the manual or facsimile signature of an individual who was at
the time of execution an Authorized Officer of the Company shall bind the
Company, notwithstanding that any such individual has ceased to be an Authorized
Officer prior to the authentication and delivery of the Security or did not hold
such office at the date of such Security.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    If the
forms or terms of the Securities of any series have been established by or
pursuant to a Board Resolution or an Officer’s Certificate as permitted by
Sections 201 or 301, the Trustee shall not be required to authenticate such
Securities if the issuance of such Securities pursuant to this Indenture will
adversely affect the Trustee’s own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee.

     

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

     

    Except as
otherwise specified as contemplated by Section 301 with respect to any series of
Securities, or any Tranche thereof, no Security shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there
appears on such Security a certificate of authentication substantially in the
form provided for herein executed by the Trustee or its agent by manual
signature of an authorized officer thereof, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture.  Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder to the Company,
or any Person acting on its behalf, but shall never have been issued and sold by
the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits hereof.

     

    
      	
              SECTION
      304.  

            	
              Temporary
      Securities.

            


    

     

    Pending
the preparation of definitive Securities of any series, or any Tranche thereof,
the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as evidenced
by their execution of such Securities; provided, however, that temporary
Securities need not recite specific redemption, sinking fund, conversion or
exchange provisions.

     

    If
temporary Securities of any series or Tranche are issued, the Company shall
cause definitive Securities of such series or Tranche to be prepared without
unreasonable delay.  After the preparation of definitive Securities of
such series or Tranche, the temporary Securities of such series or Tranche shall
be exchangeable for definitive Securities of such series or Tranche, upon
surrender of the temporary Securities of such series or Tranche at the office or
agency of the Company maintained pursuant to Section 602 in a Place of Payment
for such series or Tranche, without charge to the Holder.  Upon
surrender for cancellation of any one or more temporary Securities of any series
or Tranche, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor definitive Securities of the same series or
Tranche, of authorized denominations and of like tenor and aggregate principal
amount.

     

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

     

    
      	
              SECTION
      305.  

            	
              Registration,
      Registration of Transfer and
Exchange.

            


    

     

    The
Company shall cause to be kept in one of the offices or agencies designated
pursuant to Section 602, with respect to the Securities of each series or any
Tranche thereof, a register (the “Security Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities of such series or Tranche and the registration of
transfer thereof.  The Company shall designate one Person to maintain
the Security Register for the Securities of each series, and such Person is
referred to herein, with respect to such series, as the “Security
Registrar.”  Anything herein to the contrary notwithstanding, the
Company may designate one or more of its offices or an office of any Affiliate
as an office in which a register with respect to the Securities of one or more
series, or any Tranche or Tranches thereof, shall be maintained, and the Company
may designate itself or any Affiliate as the Security Registrar with respect to
one or more of such series.  The Security Register shall be open for
inspection by the Trustee and the Company at all reasonable times.

     

    Except as
otherwise specified as contemplated by Section 301 with respect to the
Securities of any series, or any Tranche thereof, upon surrender for
registration of transfer of any Security of such series or Tranche at the office
or agency of the Company maintained pursuant to Section 602 in a Place of
Payment for such series or Tranche, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series and Tranche, of
authorized denominations and of like tenor and aggregate principal
amount.

     

    Except as
otherwise specified as contemplated by Section 301 with respect to the
Securities of any series, or any Tranche thereof, any Security of such series or
Tranche may be exchanged at the option of the Holder for one or more new
Securities of the same series and Tranche, of authorized denominations and of
like tenor and aggregate principal amount, upon surrender of the Securities to
be exchanged at any such office or agency.  Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities, which the Holder making the
exchange is entitled to receive.

     

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

     

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

     

    Unless
otherwise specified as contemplated by Section 301, with respect to Securities
of any series, or any Tranche thereof, no service charge shall be made for any
registration of transfer or exchange of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 406 or 1206 not
involving any transfer.

     

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

     

    
      	
              SECTION
      306.  

            	
              Mutilated,
      Destroyed, Lost and Stolen
Securities.

            


    

     

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

     

    If there
shall be delivered to the Company and the Trustee (a) evidence to their
satisfaction of the ownership of and the destruction, loss or theft of any
Security and (b) such security or indemnity as may be reasonably required
by them to save each of them and any agent of any 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 Tranche, and of like tenor and
principal amount and bearing a number not contemporaneously
outstanding.

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
      307.  

            	
              Payment
      of Interest; Interest Rights
Preserved.

            


    

     

    Unless
otherwise provided as contemplated by Section 301 with respect to the Securities
of any series, or any Tranche thereof, interest on any Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest.

     

    Subject
to Section 312, any interest on any Security of any series which is payable, but
is not punctually paid or duly provided for, on any Interest Payment Date
(herein called “Defaulted Interest”) shall forthwith cease to be payable to the
Holder on the related Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (a) or (b) below:

     

    (a) The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a date (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,
as the case may be, shall deposit with the Trustee an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted Interest
or shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
clause provided.  Thereupon the Trustee shall fix a Special Record
Date for the payment of such Defaulted Interest which shall be not more than 15
days and not less than 10 days prior to the date of the proposed payment and not
less than 10 days after the receipt by the Trustee of the notice of the proposed
payment.  The Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense of the Company, shall
promptly cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first-class postage prepaid, to each
Holder of Securities of such series at the address of such Holder as it appears
in the Security Register, not less than 10 days prior to such Special Record
Date.  Notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close of business
on such Special Record Date.

     

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

     

    Subject
to the foregoing provisions of this Section and Section 305, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other
Security.

     

    
      	
              SECTION
      308.  

            	
              Persons
      Deemed Owners.

            


    

     

    Prior to
due presentment of a Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name such Security is registered as the absolute owner of such Security
for the purpose of receiving payment of principal of and premium, if any, and
(subject to Sections 305 and 307) interest, if any, on such Security and for all
other purposes whatsoever, whether or not such Security be overdue, and none of
the Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

     

    
      	
              SECTION
      309.  

            	
              Cancellation.

            


    

     

    All
Securities surrendered for payment, redemption, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee and, if not
theretofore canceled, shall be promptly canceled by the Trustee.  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 or which the Company shall not have issued and
sold, and all Securities so delivered shall be promptly canceled by the
Trustee.  No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as
expressly permitted by this Indenture.  All canceled Securities held
by the Trustee shall be disposed of in accordance with the Trustee’s customary
procedures, and the Trustee shall promptly deliver a certificate of disposition
to the Company upon its request therefor unless, by a Company Order, the Company
shall direct that canceled Securities be returned to it.

     

    
      	
              SECTION
      310.  

            	
              Computation
      of Interest.

            


    

     

    Except as
otherwise specified as contemplated by Section 301 for Securities of any series,
or Tranche thereof, interest on the Securities of each series shall be computed
on the basis of a 360-day year consisting of twelve 30-day months, and with
respect to any period less than a full calendar month, on the basis of the
actual number of days elapsed during such period.

     

    
      	
              SECTION
      311.  

            	
              Payment
      to Be in Proper Currency.

            


    

     

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

     

    
      	
              SECTION
      312.  

            	
              Extension
      of Interest Payment.

            


    

     

    The
Company shall have the right at any time, so long as no Event of Default
hereunder has occurred and is continuing with respect to the Securities of any
series, to extend interest payment periods from time to time on all Securities
of such series, if so specified as contemplated by Section 301 with respect to
such Securities and upon such terms as may be specified as contemplated by
Section 301 with respect to such Securities.

     

    
      	
              SECTION
      313.  

            	
              Additional
      Interest.

            


    

     

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

     

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

     

    
      	
              SECTION
      314.  

            	
              CUSIP
      Numbers.

            


    

     

    The
Company in issuing the Securities may use “CUSIP” or other similar numbers (if
then generally in use), and, if so, the Company or the Trustee may use “CUSIP”
or such other numbers in notices or 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, in which case neither the
Company nor the Trustee, nor any agent of either of them, shall have any
liability in respect of any CUSIP or such other numbers used on any such notice,
and any such redemption shall not be affected by any defect in or omission of
such numbers.

     

    ARTICLE
FOUR

     

    Redemption
of Securities

     

    
      	
              SECTION
      401.  

            	
              Applicability
      of Article.

            


    

     

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

     

    
      	
              SECTION
      402.  

            	
              Election
      to Redeem; Notice to Trustee.

            


    

     

    The
election of the Company to redeem any Securities shall be evidenced by a Board
Resolution or an Officer’s Certificate.  The Company shall, at least
45 days prior to the Redemption Date fixed by the Company (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee and, in the
case of Securities of a series held by a Trust, the Property Trustee under the
related Trust Agreement in writing of such Redemption Date and of the principal
amount of such Securities to be redeemed, provided that the Trustee be given a
draft notice at least 15 days prior to the giving of the notice of
redemption.  In the case of any redemption of Securities
(a) prior to the expiration of any restriction on such redemption provided
in the terms of such Securities or elsewhere in this Indenture or
(b) pursuant to an election of the Company which is subject to a condition
specified in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officer’s Certificate evidencing
compliance with such restriction or condition.

     

    
      	
              SECTION
      403.  

            	
              Selection
      of Securities to Be Redeemed.

            


    

     

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

     

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

     

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

     

    
      	
              SECTION
      404.  

            	
              Notice
      of Redemption.

            


    

     

    Unless
otherwise specified with respect to any Securities in accordance with Section
301, notice of redemption shall be given in the manner provided in Section 106
to the Holders of Securities to be redeemed not less than 30 nor more than 60
days prior to the Redemption Date.

     

    All
notices of redemption shall state:

     

    (a) the
Redemption Date,

     

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

     

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

     

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

     

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

     

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

     

    (g) the CUSIP
numbers, if any, assigned to such Securities; provided, however, that such
notice may state that no representation is made as to the correctness of CUSIP
numbers, and the redemption of such Securities shall not be affected by any
defect in or omission of such numbers, and

     

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

     

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

     

    Notice of
redemption of Securities to be redeemed at the election of the Company, and any
notice of non-satisfaction of a condition for redemption as aforesaid, shall be
given by the Company or, on Company Request, by the Trustee in the name and at
the expense of the Company.

     

    
      	
              SECTION
      405.  

            	
              Securities
      Payable on Redemption Date.

            


    

     

    Notice of
redemption having been given as aforesaid, and the conditions, if any, set forth
in such notice having been satisfied, the Securities or portions thereof so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless, in the
case of an unconditional notice of redemption, the Company shall default in the
payment of the Redemption Price and accrued interest, if any) such Securities or
portions thereof, if interest-bearing, shall cease to bear
interest.  Upon surrender of any such Security for redemption in
accordance with such notice, such Security or portion thereof shall be paid by
the Company at the Redemption Price, together with accrued interest, if any, to
the Redemption Date; provided, however, that no such surrender shall be a
condition to such payment if so specified as contemplated by Section 301 with
respect to such Security; and provided, further, that except as otherwise
specified as contemplated by Section 301 with respect to such Security, any
installment of interest on any Security the Stated Maturity of which installment
is on or prior to the Redemption Date shall be payable to the Holder of such
Security, or one or more Predecessor Securities, registered as such at the close
of business on the related Regular Record Date according to the terms of such
Security and subject to the provisions of Sections 305 and 307.

     

    
      	
              SECTION
      406.  

            	
              Securities
      Redeemed in Part.

            


    

     

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

     

    ARTICLE
FIVE

    Sinking
Funds

     

    
      	
              SECTION
      501.  

            	
              Applicability
      of Article.

            


    

     

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

     

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

     

    
      	
              SECTION
      502.  

            	
              Satisfaction
      of Sinking Fund Payments with
Securities.

            


    

     

    The
Company (a) may deliver to the Trustee Outstanding Securities (other than
any previously called for redemption) of a series or Tranche in respect of which
a mandatory sinking fund payment is to be made and (b) may apply as a
credit Securities of such series or Tranche which have been (i) redeemed either
at the election of the Company pursuant to the terms of such Securities or
through the application of permitted optional sinking fund payments pursuant to
the terms of such Securities or (ii) purchased by the Company in the open
market, by tender offer or otherwise, in each case in satisfaction of all or any
part of such mandatory sinking fund payment; provided, however, that no
Securities shall be applied in satisfaction of a mandatory sinking fund payment
if such Securities shall have been previously so applied.  Securities
so applied shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such mandatory sinking fund payment shall
be reduced accordingly.

     

    
      	
              SECTION
      503.  

            	
              Redemption
      of Securities for Sinking Fund.

            


    

     

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

     

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

     

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

     

    (c) the
aggregate sinking fund payment;

     

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

     

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

     

    If the
Company shall not deliver such Officer’s Certificate, the next succeeding
sinking fund payment for such series or Tranche shall be made entirely in cash
in the amount of the mandatory sinking fund payment.  Not less than 40
days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 403 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 404.  Such notice having been duly given, the redemption of
such Securities shall be made upon the terms and in the manner stated in
Sections 405 and 406.

     

    ARTICLE
SIX

    Covenants

     

    
      	
              SECTION
      601.  

            	
              Payment
      of Principal, Premium and Interest.

            


    

     

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

     

    
      	
              SECTION
      602.  

            	
              Maintenance
      of Office or Agency.

            


    

     

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

     

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

     

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

     

    
      	
              SECTION
      603.  

            	
              Money
      for Securities Payments to Be Held in
Trust.

            


    

     

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

     

    Whenever
the Company shall have one or more Paying Agents for the Securities of any
series, or any Tranche thereof, it shall, prior to each due date of the
principal of and premium, if any, or interest, if any, on such Securities,
deposit with such Paying Agents sums sufficient (without duplication) to pay the
principal and premium or interest so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal, premium or interest,
and (unless such Paying Agent is the Trustee) the Company shall promptly notify
the Trustee of its action or failure so to act.

     

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

     

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

     

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

     

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

     

    The
Company may at any time pay, or by Company Order direct any Paying Agent to pay,
to the Trustee all sums held in trust by the Company or such Paying Agent, such
sums to be held by the Trustee upon the same trusts as those upon which such
sums were held by the Company or such Paying Agent and, if as stated in a
Company Order delivered to the Trustee, in accordance with the provisions of
Article Seven; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

     

    Any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of and premium, if any, or interest, if
any, on any Security and remaining unclaimed for two years after such principal
and premium, if any, or interest 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 payment to the Company, may at the expense of the
Company, either (a) cause to be mailed, on one occasion only, notice to
such Holder that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such mailing, any
unclaimed balance of such money then remaining will be paid to the Company or
(b) cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in the Borough of Manhattan, The City of New York, notice that such money
remains unclaimed and that after a date specified therein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be paid to the Company.

     

    
      	
              SECTION
      604.  

            	
              Corporate
      Existence.

            


    

     

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

     

    
      	
              SECTION
      605.  

            	
              Annual
      Officer’s Certificate

            


    

     

    Not later
than May 15 in each year, commencing May 15, 2008, the Company shall deliver to
the Trustee an Officer’s Certificate which need not comply with Section 102,
executed by its principal executive officer, principal financial officer or
principal accounting officer, as to such officer’s knowledge of such obligor’s
compliance with all conditions and covenants under this Indenture, such
compliance to be determined without regard to any period of grace or requirement
of notice under this Indenture.

     

    
      	
              SECTION
      606.  

            	
              Waiver
      of Certain Covenants.

            


    

     

    The
Company may omit in any particular instance to comply with any term, provision
or condition set forth in

     

    (a) Section
607, 608 or any covenant or restriction specified with respect to the Securities
of any series, or any Tranche thereof, as contemplated by Section 301 or by
Section 1201(b), if before the time for such compliance the Holders of a
majority in aggregate principal amount of the Outstanding Securities of all
series and Tranches with respect to which compliance with such covenant or
restriction is to be omitted, considered as one class, shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition; and

     

    (b) Section
604 or 1101, if before the time for such compliance the Holders of a majority in
principal amount of Securities Outstanding under this Indenture shall, by Act of
such Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition;

     

    but, in
either case, no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force
and effect; provided, however, so long as a Trust holds Securities of any
series, such Trust may not waive compliance or waive any default in compliance
by the Company with any covenant or other term contained in this Indenture or
the Securities of such series without the approval of the holders of at least a
majority in aggregate liquidation preference of the outstanding Preferred
Securities issued by such Trust affected, obtained as provided in the Trust
Agreement pertaining to such Trust.

     

    
      	
              SECTION
      607.  

            	
              Restrictions
      on Dividends and Debt Payments.

            


    

     

    Unless
otherwise provided as contemplated by Section 301, if the Company shall have
elected to extend any interest payment period as provided in Section 312, and
any such period, or any extension thereof, shall be continuing, then in either
case the Company shall not (i) declare or pay any dividends or
distributions on its capital stock, or (ii) redeem, purchase, acquire or
make a liquidation payment with respect to any Securities or capital stock, or
(iii) pay any principal, interest or premium on, or repay, purchase or
redeem any debt securities that are equal or junior in right of payment to the
Securities or (iv) make any payments with respect to any guarantee by the
Company of debt securities if such guarantee is equal or junior in right of
payment to the Securities.

     

    Unless
otherwise specifically provided as contemplated by Section 301, the foregoing
provisions do not prevent or restrict the Company from making: (1) purchases,
redemptions or other acquisitions of its capital stock in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of employees, officers, directors, agents or consultants or a stock
purchase, dividend reinvestment or similar plan, or the satisfaction of its
obligations pursuant to any contract or security outstanding on the date that
the interest payment period is extended requiring it to purchase, redeem or
acquire its capital stock, (2) any payment, repayment, redemption, purchase,
acquisition or declaration of dividend described in clauses (i) and (ii) above
as a result of a reclassification of its capital stock, or the exchange or
conversion of all or a portion of one class or series of its capital stock for
another class or series of its capital stock, (3) the purchase of fractional
interests in shares of its capital stock pursuant to the conversion or exchange
provisions of its capital stock or the security being converted or exchanged, or
in connection with the settlement of stock purchase contracts, (4) dividends or
distributions paid or made in its capital stock (or rights to acquire capital
stock), or purchases, redemptions or acquisitions of capital stock in connection
with the issuance or exchange of capital stock (or of securities convertible
into or exchangeable for shares of its capital stock) and distributions in
connection with the settlement of stock purchase contracts outstanding on the
date that the payment of interest is deferred, (5) redemptions, exchanges or
purchases of, or with respect to, any rights outstanding under a shareholder
rights plan or the declaration or payment thereunder of a dividend or
distribution of or with respect to rights in the future, or (6) payments on the
Securities or any preferred trust securities, subordinated debentures, junior
subordinated debentures or guarantees of the foregoing, in each case that rank
equal in right of payment to the Securities, so long as the amount of payments
made on account of such securities or guarantees is paid on all such securities
and guarantees then outstanding on a pro rata basis in proportion to the full
distributions to which each series of such securities and guarantees is then
entitled, if paid in full.

     

    
      	
              SECTION
      608.  

            	
              Maintenance
      of Trust Existence.

            


    

     

    So long
as Preferred Securities of any series remain outstanding, the Company shall
(i) maintain direct or indirect ownership of all interests in the Trust
which issued such Preferred Securities, other than such Preferred Securities,
(ii) not voluntarily (to the extent permitted by law) dissolve, liquidate
or wind up such Trust, except in connection with a distribution of the
Securities to the holders of the Preferred Securities in liquidation of such
Trust, (iii) remain the sole Depositor under the Trust Agreement (the
“Depositor”) of such Trust and timely perform in all material respects all of
its duties as Depositor of such Trust, and (iv) use reasonable efforts to
cause such Trust to remain a business trust and otherwise continue to be treated
as a grantor trust for Federal income tax purposes, provided that any permitted
successor to the Company under this Indenture may succeed to the Company’s
duties as Depositor of such Trust; and provided further that the Company may
permit such Trust to consolidate or merge with or into another business trust or
other permitted successor under the Trust Agreement pertaining to such Trust so
long as the Company agrees to comply with this Section 608 with respect to such
successor business trust or other permitted successor.

     

    
      	
              SECTION
      609.  

            	
              Rights
      of Holders of Preferred Securities.

            


    

     

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

     

    ARTICLE
SEVEN

    Satisfaction
and Discharge

     

    
      	
              SECTION
      701.  

            	
              Satisfaction
      and Discharge of Securities.

            


    

     

    Any
Security or Securities, or any portion of the principal amount thereof, shall be
deemed to have been paid for all purposes of this Indenture, and the entire
indebtedness of the Company in respect thereof shall be satisfied and
discharged, if there shall have been irrevocably deposited with the Trustee or
any Paying Agent (other than the Company), in trust:

     

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

     

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

     

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

     

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

     

    (x)           if
such deposit shall have been made prior to the Maturity of such Securities, a
Company Order stating that the money and Eligible Obligations deposited in
accordance with this Section shall be held in trust, as provided in Section
603;

     

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

     

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

     

    Upon the
deposit of money or Eligible Obligations, or both, in accordance with this
Section, together with the documents required by clauses (x), (y) and (z) above,
the Trustee shall, upon Company Request, acknowledge in writing that such
Securities or portions thereof are deemed to have been paid for all purposes of
this Indenture and that the entire indebtedness of the Company in respect
thereof has been satisfied and discharged as contemplated in this
Section.  In the event that all of the conditions set forth in the
preceding paragraph shall have been satisfied in respect of any Securities or
portions thereof except that, for any reason, the Officer’s Certificate
specified in clause (z) (if otherwise required) shall not have been delivered,
such Securities or portions thereof shall nevertheless be deemed to have been
paid for all purposes of this Indenture, and the Holders of such Securities or
portions thereof shall nevertheless be no longer entitled to the benefits
provided by this Indenture or of any of the covenants of the Company under
Article Six (except the covenants contained in Sections 602 and 603) or any
other covenants made in respect of such Securities or portions thereof as
contemplated by Section 301 or Section 1201(b), but the indebtedness of the
Company in respect of such Securities or portions thereof shall not be deemed to
have been satisfied and discharged prior to Maturity for any other purpose; and,
upon Company Request, the Trustee shall acknowledge in writing that such
Securities or portions thereof are deemed to have been paid for all purposes of
this Indenture.

     

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

     

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

     

    Notwithstanding
that any Securities shall be deemed to have been paid for purposes of this
Indenture, as aforesaid, the obligations of the Company and the Trustee in
respect of such Securities under Sections 304, 305, 306, 403, 404, 406, 602,
603, 907, 908, 909, 910 and 915 and this Article shall survive such satisfaction
and discharge.

     

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

     

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

     

    
      	
              SECTION
      702.  

            	
              Satisfaction
      and Discharge of Indenture.

            


    

     

    This
Indenture shall upon Company Request cease to be of further effect (except as
hereinafter expressly provided), and the Trustee, at the expense of the Company,
shall execute such instruments as the Company shall reasonably request to
evidence and acknowledge the satisfaction and discharge of this Indenture,
when:

     

    (a) no
Securities remain Outstanding hereunder; and

     

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

     

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

     

    Notwithstanding
the satisfaction and discharge of this Indenture as aforesaid, the obligations
of the Company and the Trustee under Sections 304, 305, 306, 403, 404, 406, 602,
603, 907, 908, 909, 910 and 915 and this Article shall survive such satisfaction
and discharge.

     

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

     

    
      	
              SECTION
      703.  

            	
              Application
      of Trust Money.

            


    

     

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

     

    ARTICLE
EIGHT

    Events
of Default; Remedies

     

    
      	
              SECTION
      801.  

            	
              Events
      of Default.

            


    

     

    “Event of
Default”, wherever used herein with respect to Securities of any series, means
any one of the following events, subject to such additions and exceptions as may
be provided pursuant to Section 301:

     

    (a) failure
to pay any interest on any Security of such series when it becomes due and
payable (whether or not payment is prohibited by the subordination provisions of
Article Fourteen) and continuance of such default for a period of 30 days;
provided, however, that a valid extension of the interest payment period by the
Company as contemplated in Section 312 of this Indenture shall not constitute a
default in the payment of interest for this purpose; or

     

    (b) failure
to pay the principal of or premium, if any, on any Security of such series when
it becomes due and payable (whether or not payment is prohibited by the
subordination provisions of Article Fourteen) and continuance of such default
for a period of three Business Days; or

     

    (c) failure
to comply with, or breach of, any covenant or warranty of the Company in this
Indenture (other than a covenant or warranty a default in the performance of
which or breach of which is elsewhere in this Section specifically dealt with or
which has expressly been included in this Indenture solely for the benefit of
one or more series of Securities other than such series) and continuance of such
default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Company by the Trustee, or to the Company
and the Trustee by the Holders of at least 33% in principal amount of the
Outstanding Securities of such series, a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a
“Notice of Default” hereunder, unless the Trustee, or the Trustee and the
Holders of a principal amount of Securities of such series not less than the
principal amount of Securities the Holders of which gave such notice, as the
case may be, shall agree in writing to an extension of such period prior to its
expiration; provided, however, that the Trustee, or the Trustee and the Holders
of such principal amount of Securities of such series, as the case may be, shall
be deemed to have agreed to an extension of such period if corrective action is
initiated by the Company within such period and is being diligently pursued in
good faith; or

     

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

     

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

     

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

     

    
      	
              SECTION
      802.  

            	
              Acceleration
      of Maturity; Rescission and
Annulment.

            


    

     

    Unless
otherwise provided as contemplated in Section 301, if an Event of Default (other
than an Event of Default specified in clause (c) of the definition thereof in
Section 801) shall have occurred and be continuing with respect to Securities of
any series at the time Outstanding, then in every such case the Trustee or the
Holders of not less than 33% in principal amount of the Outstanding Securities
of such series may declare the principal amount of all Securities of such series
(or, if any of the Securities of such series are Discount Securities, such
portion of the principal amount of such Securities as may be specified in the
terms thereof as contemplated by Section 301) and interest accrued thereon to be
due and payable immediately (provided that the payment of principal and interest
on such Securities shall remain subordinated to the extent provided in this
Indenture), by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon receipt by the Company of notice of such declaration of
acceleration, such principal amount (or specified amount) shall become
immediately due and payable; provided, however, that if an Event of Default
shall have occurred and be continuing with respect to all outstanding series of
Securities, the Trustee or the Holders of not less than 33% in aggregate
principal amount of the Outstanding Securities of all series, considered as one
class, may make such declaration of acceleration, and not the Holders of the
Securities of any one of such series (provided that the payment of principal and
interest on such Securities shall remain subordinated to the extent provided in
this Indenture).

     

    Neither
the Trustee nor the Holders shall be entitled to make a declaration of
acceleration with respect to an Event of Default specified in clause (c) of the
definition thereof, and no series of Securities as to which such an Event of
Default is the only Event of Default shall be considered outstanding for the
purpose of determining whether the required vote, as specified in the preceding
paragraph, has been obtained.

     

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

     

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

     

    (1) all
overdue interest, if any, on all Securities of such series then
Outstanding;

     

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

     

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

     

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

     

    and

     

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

     

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

     

    
      	
              SECTION
      803.  

            	
              Collection
      of Indebtedness and Suits for Enforcement by
  Trustee.

            


    

     

    If an
Event of Default described in clause (a) or (b) of Section 801 shall have
occurred and be continuing, the Company shall, upon demand of the Trustee, pay
to it, for the benefit of the Holders of the Securities of the series with
respect to which such Event of Default shall have occurred, the whole amount
then due and payable on such Securities for principal and premium, if any, and
interest, if any, and, to the extent permitted by law, interest on premium, if
any, and on any overdue principal and interest, at the rate or rates prescribed
therefor in such Securities, and, in addition thereto, such further amount as
shall be sufficient to cover any amounts due to the Trustee under Section
907.  Unless otherwise specified pursuant to Section 301 with respect
to any series of Securities, the rate or rates at which Securities shall bear
interest on overdue principal, premium, and interest, if any, shall be, to the
extent permitted by law, the same rate or rates at which such Securities shall
bear interest prior to Maturity.

     

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

     

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

     

    
      	
              SECTION
      804.  

            	
              Trustee
      May File Proofs of Claim.

            


    

     

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

     

    (a) to file
and prove a claim for the whole amount of principal, premium, if any, and
interest, if any, owing and unpaid in respect of the Securities and to file such
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for amounts due to the Trustee under
Section 907) and of the Holders allowed in such judicial proceeding,
and

     

    (b) to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same;

     

    and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amounts due it under Section 907.

     

    Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, be a member of a creditors’ or
similar other committee.

     

    
      	
              SECTION
      805.  

            	
              Trustee
      May Enforce Claims Without Possession of
  Securities.

            


    

     

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

     

    
      	
              SECTION
      806.  

            	
              Application
      of Money Collected.

            


    

     

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

     

    First:  To the
payment of all amounts due the Trustee under Section 907;

     

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

     

    Third:  To the
payment of the remainder, if any, to the Company.

     

    
      	
              SECTION
      807.  

            	
              Limitation
      on Suits.

            


    

     

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

     

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

     

    (b) the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of all series in respect of which an Event of Default shall have
occurred and be continuing, considered as one class, shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder;

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
      808.  

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

            


    

     

    Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal
of and premium, if any, and (subject to Section 307 and 312) interest, if any,
on such Security on the Stated Maturity or Maturities expressed in such Security
(or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.  In addition, in the case of
Securities of a series held by a Trust, a holder of Preferred Securities may
directly institute a proceeding for enforcement of payment to such holder of
principal of or interest on the Securities having a principal amount equal to
the aggregate liquidation preference amount of the Preferred Securities of such
holder on or after the due dates specified or provided for in the
Securities.

     

    
      	
              SECTION
      809.  

            	
              Restoration
      of Rights and Remedies.

            


    

     

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

     

    
      	
              SECTION
      810.  

            	
              Rights
      and Remedies Cumulative.

            


    

     

    Except as
otherwise provided in the last paragraph of Section 306, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise.  The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     

    
      	
              SECTION
      811.  

            	
              Delay
      or Omission Not Waiver.

            


    

     

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

     

    
      	
              SECTION
      812.  

            	
              Control
      by Holders of Securities.

            


    

     

    If an
Event of Default shall have occurred and be continuing in respect of a series of
Securities, the Holders of a majority in principal amount of the Outstanding
Securities of such series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series; provided, however, that if an Event of Default shall
have occurred and be continuing with respect to more than one series of
Securities, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all such series, considered as one class, shall have
the right to make such direction, and not the Holders of the Securities of any
one of such series; and provided, further, that

     

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

     

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

     

    
      	
              SECTION
      813.  

            	
              Waiver
      of Past Defaults.

            


    

     

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

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
      814.  

            	
              Undertaking
      for Costs.

            


    

     

    The
Company and the Trustee agree, and each Holder by his acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees and expenses, against any
party litigant in such suit, having due regard to the merits and good faith of
the claims or defenses made by such party litigant, in each case in the manner,
to the extent, and subject to the exceptions provided in the Trust Indenture
Act; provided, that the provisions of this Section shall not be deemed to
authorize any court to require such an undertaking or to make such an assessment
in any suit instituted by the Company.

     

    
      	
              SECTION
      815.  

            	
              Waiver
      of Usury, Stay or Extension Laws.

            


    

     

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

     

    ARTICLE
NINE

    The
Trustee

     

    
      	
              SECTION
      901.  

            	
              Certain
      Duties and Responsibilities.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
      902.  

            	
              Notice
      of Defaults.

            


    

     

    The
Trustee shall give notice of any default hereunder with respect to the
Securities of any series to the Holders of Securities of such series in the
manner and to the extent required to do so by the Trust Indenture Act, unless
such default shall have been cured or waived; provided, however, that in the
case of any default of the character specified in Section 801(c), no such notice
to Holders shall be given until at least 90 days after the occurrence
thereof.  For the purpose of this Section, the term “default” means
any event which is, or after notice or lapse of time, or both, would become, an
Event of Default with respect to the Securities of such series.

     

    
      	
              SECTION
      903.  

            	
              Certain
      Rights of Trustee.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

    (f) the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall (subject to applicable legal
requirements) be entitled to examine, during normal business hours, the books,
records and premises of the Company, personally or by agent or attorney at the
expense of the Company and shall incur no liability of any kind by reason of
such inquiry or investigation;

     

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

     

    (h) except as
otherwise provided in Section 801, the Trustee shall not be charged with
knowledge of any Event of Default with respect to the Securities of any series
for which it is acting as Trustee unless either (1) a Responsible Officer
of the Trustee assigned to the Corporate Trustee Administration Department of
the Trustee (or any successor division or department of the Trustee) shall have
actual knowledge of the Event of Default or (2) written notice of such
Event of Default shall have been given to the Trustee by the Company or any
other obligor on such Securities, or by any Holder of such
Securities;

     

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

     

    (j) the
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities
hereunder;

     

    (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; and

     

    (l) in no
event shall the Trustee be responsible or liable for special 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.

     

    
      	
              SECTION
      904.  

            	
              Not
      Responsible for Recitals or Issuance of
  Securities.

            


    

     

    The
recitals contained herein and in the Securities endorsed thereon (except the
Trustee’s certificates of authentication) shall be taken as the statements of
the Company, as the case may be, and neither the Trustee nor any Authenticating
Agent assumes responsibility for their correctness.  The Trustee makes
no representations as to the validity or sufficiency of this Indenture or of the
Securities endorsed thereon.  Neither Trustee nor any Authenticating
Agent shall be accountable for the use or application by the Company of
Securities or the proceeds thereof.

     

    
      	
              SECTION
      905.  

            	
              May
      Hold Securities.

            


    

     

    Each of
the Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar
or any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities [and/or Preferred Securities] and,
subject to Sections 908 and 913, may otherwise deal with the Company with the
same rights it would have if it were not the Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.

     

    
      	
              SECTION
      906.  

            	
              Money
      Held in Trust.

            


    

     

    Money
held by the Trustee in trust hereunder need not be segregated from other funds,
except to the extent required by law.  The Trustee shall be under no
liability for interest on or investment of any money received by it hereunder
except as expressly provided herein or otherwise agreed with, and for the sole
benefit of, the Company.

     

    
      	
              SECTION
      907.  

            	
              Compensation
      and Reimbursement.

            


    

     

    The
Company agrees

     

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

     

    (b) except as
otherwise expressly provided herein, to reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances reasonably incurred or
made by the Trustee in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
agents and counsel), except any such expense, disbursement or advance as shall
be determined to have been caused by its own negligence, willful misconduct or
bad faith; and

     

    (c) to fully
indemnify the Trustee and hold it harmless from and against, any loss, claim,
damage, liability or expense reasonably incurred without negligence, willful
misconduct or bad faith on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, or the
performance of its duties hereunder, including the costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder.

     

    As
security for the performance of the obligations of the Company under this
Section, the Trustee shall have a lien prior to the Securities upon all property
and funds held or collected by the Trustee as such, other than property and
funds held in trust under Section 703 (except as otherwise provided in Section
703).

     

    When the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 801(d) or Section 801(e), the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
applicable Federal or State bankruptcy, insolvency or other similar
law.

     

    The
provisions of this Section 907 shall survive the termination of this Indenture
and the resignation and removal of the Trustee.

     

    
      	
              SECTION
      908.  

            	
              Disqualification;
      Conflicting Interests.

            


    

     

    If the
Trustee shall have or acquire any conflicting interest within the meaning of the
Trust Indenture Act, it shall either eliminate such conflicting interest or
resign to the extent, in the manner and with the effect, and subject to the
conditions, provided in the Trust Indenture Act and this
Indenture.  For purposes of Section 310(b)(1) of the Trust Indenture
Act and to the extent permitted thereby, the Trustee, in its capacity as trustee
in respect of the Securities of any series, shall not be deemed to have a
conflicting interest arising from its capacity as trustee in respect of
(i) the Securities of any other series or [(ii) the Company’s
Indenture dated as of May 1, 2001].

     

    
      	
              SECTION
      909.  

            	
              Corporate
      Trustee Required; Eligibility.

            


    

     

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

     

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

     

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

     

    and, in
either case, qualified and eligible under this Article and the Trust Indenture
Act.  If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of such supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so
published.  If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section and the Trust Indenture Act, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.

     

    
      	
              SECTION
      910.  

            	
              Resignation
      and Removal; Appointment of
Successor.

            


    

     

    (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 911.

     

    (b) The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company.  If the
instrument of acceptance by a successor Trustee required by Section 911 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition at the expense of the
Company any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

     

    (c) The
Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series delivered to the Trustee and the Company; provided
that so long as any Preferred Securities remain outstanding, the Trust which
issued such Preferred Securities shall not execute any Act to remove the Trustee
without the consent of the holders of a majority in aggregate liquidation
preference of Preferred Securities issued by such Trust outstanding, obtained as
provided in the Trust Agreement pertaining to such Trust.  If the
notice of acceptance by a successor Trustee required by Section 911 shall not
have been delivered to the Trustee within 30 days after the giving to the
Trustee of notice of removal, the Trustee to be removed may petition at the
expense of the Company any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such
series.

     

    (d) If at any
time:

     

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

     

    (2) the
Trustee shall cease to be eligible under Section 909 or Section 310(a) of the
Trust Indenture Act and shall fail to resign after written request therefor by
the Company or by any such Holder, or

     

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

     

    then, in
any such case, (x) the Company by Board Resolutions may remove the Trustee
with respect to all Securities or (y) subject to Section 814, any Holder
who has been a bona fide Holder for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

     

    (e) If the
Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause (other than as contemplated
by clause (y) in subsection (d) or this Section), with respect to the Securities
of one or more series, the Company, by Board Resolutions, shall promptly appoint
a successor Trustee or Trustees with respect to the Securities of that or those
series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such series and that at
any time (subject to Section 915) there shall be only one Trustee with respect
to the Securities of any particular series) and shall comply with the applicable
requirements of Section 911.  If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
911, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the
Company.  If no successor Trustee with respect to the Securities of
any series shall have been so appointed by the Company or the Holders and
accepted appointment in the manner required by Section 911, any Holder who has
been a bona fide Holder of a Security of such series for at least six months
may, on behalf of itself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

     

    (f) So long
as no event which is, or after notice or lapse of time, or both, would become,
an Event of Default shall have occurred and be continuing, and except with
respect to a Trustee appointed by Act of the Holders of a majority in principal
amount of the Outstanding Securities pursuant to subsection (e) of this Section,
if the Company shall have delivered to the Trustee (i) Board Resolutions of
the Company appointing a successor Trustee, effective as of a date specified
therein, and (ii) an instrument of acceptance of such appointment,
effective as of such date, by such successor Trustee in accordance with Section
911, the Trustee shall be deemed to have resigned as contemplated in subsection
(b) of this Section, the successor Trustee shall be deemed to have been
appointed by the Company pursuant to subsection (e) of this Section and such
appointment shall be deemed to have been accepted as contemplated in Section
911, all as of such date, and all other provisions of this Section and Section
911 shall be applicable to such resignation, appointment and acceptance except
to the extent inconsistent with this subsection (f).

     

    (g) The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in Section 106.  Each
notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust
Office.

     

    
      	
              SECTION
      911.  

            	
              Acceptance
      of Appointment by Successor.

            


    

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
      912.  

            	
              Merger,
      Conversion, Consolidation or Succession to
  Business.

            


    

     

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

     

    
      	
              SECTION
      913.  

            	
              Preferential
      Collection of Claims Against
Company.

            


    

     

    If the
Trustee shall be or become a creditor of the Company or any other obligor upon
the Securities (other than by reason of a relationship described in Section
311(b) of the Trust Indenture Act), the Trustee shall be subject to any and all
applicable provisions of the Trust Indenture Act regarding the collection of
claims against the Company or such other obligor.  For purposes of
Section 311(b) of the Trust Indenture Act (a) the term “cash transaction”
shall have the meaning provided in Rule 11b-4 under the Trust Indenture Act, and
(b) the term “self-liquidating paper” shall have the meaning provided in
Rule 11b-6 under the Trust Indenture Act.

     

    
      	
              SECTION
      914.  

            	
              Appointment
      of Authenticating Agent.

            


    

     

    The
Trustee may appoint an Authenticating Agent or Agents with respect to the
Securities of one or more series, or any Tranche thereof, which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series or Tranche issued upon original issuance, exchange, registration of
transfer or partial redemption thereof or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder.  Wherever reference is made in this Indenture to
the authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.  Each Authenticating Agent shall be acceptable
to the Company and shall at all times be a corporation organized and doing
business under the laws of the United States of America, any State or territory
thereof or the District of Columbia or the Commonwealth of Puerto Rico,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority.  If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or to
the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.  If at
any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this
Section.

     

    Any
corporation into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party,
or any corporation succeeding to the corporate agency or corporate trust
business of an Authenticating Agent, shall continue to be an Authenticating
Agent, provided such corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.

     

    An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee, and the Company.  The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and the Company.  Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company.  Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent.  No
successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

     

    The
Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.

     

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

     

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

     

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

     

    
      	
               
      

            	
              _____________________________________

            


    

    
      	
               
      

            	
              As
      Trustee

            


    

    


    


    
      	
               
      

            	
              By

            	
              ___________________________________

            


    

    
      	
               
      

            	
              As
      Authenticating Agent

            


    

    


    


    
      	
               
      

            	
              By

            	
              ___________________________________

            


    

    
      	
               
      

            	
              Authorized
      Officer

            


    

    


    


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

     

    
      	
              SECTION
      915.  

            	
              Co-trustee
      and Separate Trustees.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    ARTICLE
TEN

    Holders’
Lists and Reports by Trustee and Company

     

    
      	
              SECTION
      1001.  

            	
              Lists
      of Holders.

            


    

     

    Semiannually,
not later than June 30 and December 31 in each year, commencing June 1, 2008,
and at such other times as the Trustee may request in writing, the Company shall
furnish or cause to be furnished to the Trustee information as to the names and
addresses of the Holders, and the Trustee shall preserve such information and
similar information received by it in any other capacity and afford to the
Holders access to information so preserved by it, all to such extent, if any,
and in such manner as shall be required by the Trust Indenture Act; provided,
however, that no such list need be furnished so long as the Trustee shall be the
Security Registrar.

     

    
      	
              SECTION
      1002.  

            	
              Reports
      by Trustee and Company.

            


    

     

    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 time and in the manner provided pursuant thereto.  Reports
so required to be transmitted at stated intervals of not more than 12 months
shall be transmitted no later than May 15 in each calendar year with respect to
the 12-month period ending on the next  preceding May 15, commencing
May 15, 2008.  A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which any Securities are listed, with the Commission and with the
Company.  The Company will notify the Trustee when any Securities are
listed on or delisted from any stock exchange.

     

    The
Company shall file with the Trustee (within thirty (30) days after filing with
the Commission in the case of reports that pursuant to the Trust Indenture Act
must be filed with the Commission and furnished to the Trustee) and transmit to
the Holders, such other information, reports and other documents, if any, at
such times and in such manner, as shall be required by the Trust Indenture
Act.

     

    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 Officers' Certificates).

     

    ARTICLE
ELEVEN

    Consolidation,
Merger, Conveyance, or Other Transfer

     

    
      	
              SECTION
      1101.  

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

            


    

     

    The
Company shall not consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, unless

     

    (a) the
Person formed by such consolidation or into which the Company, is merged or the
Person which acquires by conveyance or transfer, or which leases, the properties
and assets of the Company, substantially as an entirety shall be a Person
organized and existing under the laws of the United States, any State thereof or
the District of Columbia, and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, the due and punctual payment of the principal of and premium, if
any, and interest, if any, on all Outstanding Securities and the performance of
every covenant of this Indenture on the part of the Company, to be performed or
observed;

     

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

     

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

     

    
      	
              SECTION
      1102.  

            	
              Successor
      Person Substituted.

            


    

     

    Upon any
consolidation by the Company with or merger by the Company into any other Person
or any conveyance or other transfer or lease of the properties and assets of the
Company substantially as an entirety in accordance with Section 1101, the
successor Person formed by such consolidation or into which the Company, is
merged or the Person to which such conveyance, or other transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company, under this Indenture with the same effect as if such
successor Person had been named as the Company, herein, and thereafter, except
in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities Outstanding
hereunder.

     

    
      	
              SECTION
      1103.  

            	
              Limitation.

            


    

     

    Nothing
in this Indenture shall be deemed to prevent or restrict:

     

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

     

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

     

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

     

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

     

    ARTICLE
TWELVE

    Supplemental
Indentures

     

    
      	
              SECTION
      1201.  

            	
              Supplemental
      Indentures Without Consent of
Holders.

            


    

     

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

     

    (a) to
evidence the succession of another Person to the Company and the assumption by
any such successor of the covenants of the Company herein and in the Securities
all as provided in Article Eleven; or

     

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

     

    (c) to add
any additional Events of Default with respect to all or any series of Securities
Outstanding hereunder (and if such additional Events of Default are to be for
the benefit of less than all series of Securities, stating that such additional
Events of Default are expressly being included solely for the benefit of such
series); or

     

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

     

    (e) to
provide collateral security for the Securities of any series; or

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
      1202.  

            	
              Supplemental
      Indentures With Consent of Holders.

            


    

     

    Subject
to the provisions of Section 1201, with the consent of the Holders of not less
than a majority in aggregate principal amount of the Securities of all series
then Outstanding under this Indenture, considered as one class, by Act of said
Holders delivered to the Company and the Trustee the Company, when authorized by
Board Resolutions, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture; provided,
however, that if there shall be Securities of more than one series Outstanding
hereunder and if a proposed supplemental indenture shall directly affect the
rights of the Holders of Securities of one or more, but less than all, of such
series, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all series so directly
affected, considered as one class, shall be required; and provided, further,
that if the Securities of any series shall have been issued in more than one
Tranche and if the proposed supplemental indenture shall directly affect the
rights of the Holders of Securities of one or more, but less than all, of such
Tranches, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all Tranches so directly
affected, considered as one class, shall be required; and provided, further,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security of each series or Tranche so directly
affected,

     

    (a) change
the Stated Maturity of the principal of, or any installment of principal of or
interest on (except as provided in Section 312 hereof), any Security (other than
pursuant to the terms thereof), or reduce the principal amount thereof or the
rate of interest thereon (or the amount of any installment of interest thereon)
or change the method of calculating such rate or reduce any premium payable upon
the redemption thereof, or reduce the amount of the principal of a Discount
Security that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 802, or change the coin or currency (or
other property), in which any Security or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption,
on or after the Redemption Date), or

     

    (b) reduce
the percentage in principal amount of the Outstanding Securities of any series
(or, if applicable, in liquidation preference of any series of Preferred
Securities) or any Tranche thereof, the consent of the Holders of which is
required for any such supplemental indenture, or the consent of the Holders of
which is required for any waiver of compliance with any provision of this
Indenture or of any default hereunder and its consequences, or reduce the
requirements of Section 1304 for quorum or voting, or

     

    (c) modify
any of the provisions of this Section, Section 606 or Section 813 with respect
to the Securities of any series or any Tranche thereof, except to increase the
percentages in principal amount referred to in this Section or such other
Sections or to provide that other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each Outstanding
Security affected thereby; provided, however, that this clause shall not be
deemed to require the consent of any Holder with respect to changes in the
references to “the Trustee” and concomitant changes in this Section, or the
deletion of this proviso, in accordance with the requirements of Sections 911(b)
and 1201(h).

     

    Notwithstanding
the foregoing, so long as any of the Preferred Securities remain outstanding,
the Trustee may not consent to a supplemental indenture under this Section 1202
without the prior consent, obtained as provided in a Trust Agreement pertaining
to a Trust which issued such Preferred Securities, of the holders of not less
than a majority in aggregate liquidation preference of all Preferred Securities
issued by such Trust affected, considered as one class, or, in the case of
changes described in clauses (a), (b) and (c) above, 100% in aggregate
liquidation preference of all such Preferred Securities then outstanding which
would be affected thereby, considered as one class.  A supplemental
indenture which (x) changes or eliminates any covenant or other provision
of this Indenture which has expressly been included solely for the benefit of
the Holders of, or which is to remain in effect only so long as there shall be
Outstanding, Securities of one or more particular series, or one or more
Tranches thereof, or (y) modifies the rights of the Holders of Securities
of such series or Tranches with respect to such covenant or other provision,
shall be deemed not to affect the rights under this Indenture of the Holders of
Securities of any other series or Tranche.

     

    It shall
not be necessary for any Act of Holders under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.  A waiver
of a Holder’s right to consent under this Section shall be deemed to be a
consent of such Holder.

     

    
      	
              SECTION
      1203.  

            	
              Execution
      of Supplemental Indentures.

            


    

     

    In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be provided with, and (subject to
Section 901) shall be fully protected in relying upon, an Opinion of Counsel and
an Officer’s Certificate stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture.  The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee’s own rights, duties, immunities or liabilities under
this Indenture or otherwise.

     

    
      	
              SECTION
      1204.  

            	
              Effect
      of Supplemental Indentures.

            


    

     

    Upon the
execution of any supplemental indenture under this Article this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.  Any supplemental indenture permitted by this Article may
restate this Indenture in its entirety, and, upon the execution and delivery
thereof, any such restatement shall supersede this Indenture as theretofore in
effect for all purposes.

     

    
      	
              SECTION
      1205.  

            	
              Conformity
      With Trust Indenture Act.

            


    

     

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

     

    
      	
              SECTION
      1206.  

            	
              Reference
      in Securities to Supplemental
Indentures.

            


    

     

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

     

    
      	
              SECTION
      1207.  

            	
              Modification
      Without Supplemental Indenture.

            


    

     

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

     

    ARTICLE
THIRTEEN

    Meetings
of Holders; Action Without Meeting

     

    
      	
              SECTION
      1301.  

            	
              Purposes
      for Which Meetings May Be Called.

            


    

     

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

     

    
      	
              SECTION
      1302.  

            	
              Call,
      Notice and Place of Meetings.

            


    

     

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

     

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

     

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

     

    
      	
              SECTION
      1303.  

            	
              Persons
      Entitled to Vote at Meetings.

            


    

     

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

     

    
      	
              SECTION
      1304.  

            	
              Quorum;
      Action.

            


    

     

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

     

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

     

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

     

    
      	
              SECTION
      1305.  

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

            


    

     

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

     

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

     

    (c) The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders
as provided in Section 1302(b), in which case the Company or the Holders of
Securities of the series and Tranches calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman.  A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of
the Persons entitled to vote a majority in aggregate principal amount of the
Outstanding Securities of all series and Tranches represented at the meeting,
considered as one class.

     

    (d) At any
meeting each Holder or proxy shall be entitled to one vote for each $1,000
principal amount of Securities held or represented by him; provided, however,
that no vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not
Outstanding.  The chairman of the meeting shall have no right to vote,
except as a Holder of a Security or proxy.

     

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

     

    
      	
              SECTION
      1306.  

            	
              Counting
      Votes and Recording Action of
Meetings.

            


    

     

    The vote
upon any resolution submitted to any meeting of Holders shall be by written
ballots on which shall be subscribed the signatures of the Holders or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities, of the series and Tranches with respect to which the
meeting shall have been called, held or represented by them.  The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports of all votes cast at the meeting.  A record, in duplicate, of
the proceedings of each meeting of Holders shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports of
the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in
Section 1302 and, if applicable, Section 1304.  Each copy shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one such copy shall be delivered to the Company, and another to
the Trustee to be preserved by the Trustee, the latter to have attached thereto
the ballots voted at the meeting.  Any record so signed and verified
shall be conclusive evidence of the matters therein stated.

     

    
      	
              SECTION
      1307.  

            	
              Action
      Without Meeting.

            


    

     

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

     

    ARTICLE
FOURTEEN

    Subordination
of Securities

     

    
      	
              SECTION
      1401.  

            	
              Securities
      Subordinate to Senior Indebtedness of the
  Company.

            


    

     

    The
Company, for itself, its successors and assigns, covenants and agrees, and each
Holder of the Securities of each series, by its acceptance thereof, likewise
covenants and agrees, that the payment of the principal of and premium, if any,
and interest, if any, on each and all of the Securities is hereby expressly
subordinated and subject to the extent and in the manner set forth in this
Article, in right of payment to the prior payment in full of all Senior
Indebtedness of the Company.  The Securities of each series will rank
equally in right of payment with any of the Company’s Pari Passu
Securities.

     

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

     

    
      	
              SECTION
      1402.  

            	
              Payment
      Over of Proceeds of Securities.

            


    

     

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

     

    (1) the
holders of all Senior Indebtedness of the Company shall first be entitled to
receive payment of the full amount due thereon, or provision shall be made for
such payment in money or money’s worth, before the Holders of any of the
Securities are entitled to receive a payment on account of the principal of,
premium, if any, or interest on the indebtedness evidenced by the Securities,
including, without limitation, any payments made pursuant to Articles Four and
Five;

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
      1403.  

            	
              Disputes
      with Holders of Certain Senior Indebtedness of the
  Company.

            


    

     

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

     

    
      	
              SECTION
      1404.  

            	
              Subrogation.

            


    

     

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

     

    
      	
              SECTION
      1405.  

            	
              Obligation
      of the Company Unconditional.

            


    

     

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

     

    Upon any
payment or distribution of assets or securities of the Company referred to in
this Article, the Trustee and the Holders shall be entitled to rely upon any
order or decree of a court of competent jurisdiction in which such dissolution,
winding up, liquidation or reorganization proceedings are pending for the
purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Indebtedness of the Company and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon, and all other facts pertinent thereto or
to this Article.

     

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

     

    
      	
              SECTION
      1406.  

            	
              Priority
      of Senior Indebtedness of the Company Upon
  Maturity.

            


    

     

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

     

    
      	
              SECTION
      1407.  

            	
              Trustee
      as Holder of Senior Indebtedness of the
Company.

            


    

     

    The
Trustee shall be entitled to all rights set forth in this Article with respect
to any Senior Indebtedness of the Company at any time held by it, to the same
extent as any other holder of Senior Indebtedness of the
Company.  Nothing in this Article 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
907.

     

    
      	
              SECTION
      1408.  

            	
              Notice
      to Trustee to Effectuate
Subordination.

            


    

     

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

     

    
      	
              SECTION
      1409.  

            	
              Modification,
      Extension, etc. of Senior Indebtedness of the
  Company.

            


    

     

    The
holders of Senior Indebtedness of the Company may, without affecting in any
manner the subordination of the payment of the principal of and premium, if any,
and interest, if any, on the Securities, at any time or from time to time and in
their absolute discretion, agree with the Company to change the manner, place or
terms of payment, change or extend the time of payment of, or renew or alter,
any Senior Indebtedness of the Company, or amend or supplement any instrument
pursuant to which any Senior Indebtedness of the Company is issued, or exercise
or refrain from exercising any other of their rights under the Senior
Indebtedness of the Company including, without limitation, the waiver of default
thereunder, all without notice to or assent from the Holders or the
Trustee.

     

    
      	
              SECTION
      1410.  

            	
              Trustee
      Has No Fiduciary Duty to Holders of Senior Indebtedness of the
      Company.

            


    

     

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

     

    
      	
              SECTION
      1411.  

            	
              Paying
      Agents Other Than the Trustee.

            


    

     

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

     

    
      	
              SECTION
      1412.  

            	
              Rights
      of Holders of Senior Indebtedness of the Company Not
    Impaired.

            


    

     

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

     

    
      	
              SECTION
      1413.  

            	
              Effect
      of Subordination Provisions;
Termination.

            


    

     

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

     

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

     

    
      	
              SECTION
      1414.  

            	
              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 601, and the Holders of the
Securities shall be entitled to conclusively 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, liquidating trustee, Custodian, receiver, 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 Senior Indebtedness and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this
Article.

     

    ARTICLE
FIFTEEN

    Immunity
of Incorporators, Stockholders, Officers and Directors

     

    
      	
              SECTION
      1501.  

            	
              Liability
      Solely Corporate.

            


    

     

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

     

    _________________________

    


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

     

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

     

    
      	
               
      

            	
              AMERICAN
      ELECTRIC POWER COMPANY, INC.

            


    

    


    


    
      	
               
      

            	
              By:/s/ Julia A.
      Sloat

            


    

    
      	
               
      

            	
              Name:
      Julia A. Sloat

            


    

    
      	
               
      

            	
              Title:
      Treasurer

            


    

    


    


    THE BANK
OF NEW YORK

    


    as
Trustee

    


    


    
      	
               
      

            	
              By:
      /s/ Mary K.
      LaGumina

            


    

    
      	
               
      

            	
              Name:  Mary
      K. LaGumina

            


    

    
      	
               
      

            	
              Title:
      Vice President