EXHIBIT 4



                     LIBERTY PROPERTY LIMITED PARTNERSHIP
                                     ISSUER

                                       TO

                      THE FIRST NATIONAL BANK OF CHICAGO
                                    TRUSTEE

                          THIRD SUPPLEMENTAL INDENTURE

                           DATED AS OF APRIL 20, 1999


                          7.75% SENIOR NOTES DUE 2009


                             SUPPLEMENT TO INDENTURE,
                     DATED AS OF OCTOBER 24, 1997, BETWEEN
                    LIBERTY PROPERTY LIMITED PARTNERSHIP AND
                        THE FIRST NATIONAL BANK OF CHICAGO


THIRD SUPPLEMENTAL INDENTURE, dated as of April 20, 1999, between 
LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership 
(the "Company"), having its principal offices at 65 Valley Stream 
Parkway, Malvern, Pennsylvania 19355, and THE FIRST NATIONAL BANK OF 
CHICAGO, a national banking association organized under the laws of the 
United States of America, as trustee (the "Trustee"), having its 
Corporate Trust Office at One First National Plaza, Suite 0126, Chicago, 
Illinois 60670-0126.

                               RECITALS

WHEREAS, the Company executed and delivered its Indenture (the "Original 
Indenture"), dated as of October 24, 1997, to the Trustee to issue from 
time to time for its lawful purposes debt securities evidencing its 
unsecured indebtedness.

WHEREAS, the Original Indenture provides that by means of a supplemental 
indenture, the Company may create one or more series of its debt 
securities and establish the form and terms and conditions thereof.

WHEREAS, the Company intends by this Third Supplemental Indenture to (i) 
create a series of debt securities to be issued from time to time in an 
unlimited principal amount entitled "Liberty Property Limited 
Partnership 7.75% Senior Notes due 2009" (the "Notes"); and (ii) 
establish the forms and the terms and conditions of such Notes.

WHEREAS, the Board of Trustees of Liberty Property Trust (the "Trust"), 
the general partner of the Company, has approved the creation of the 
Notes and the form, terms and conditions thereof.

WHEREAS, the consent of Holders to the execution and delivery of this 
Third Supplemental Indenture is not required, and all other actions 
required to be taken under the Original Indenture with respect to this 
Third Supplemental Indenture have been taken.

NOW, THEREFORE IT IS AGREED:

                            ARTICLE ONE
        Definitions, Creation, Form and Terms and Conditions 
                      of the Debt Securities

SECTION 1.01   Definitions.  Capitalized terms used in this Third 
Supplemental Indenture and not otherwise defined shall have the meanings 
ascribed to them in the Original Indenture.  In addition, the following 
terms shall have the following meanings to be equally applicable to both 
the singular and the plural forms of the terms defined:

"Closing Date" means April 20, 1999.

"Global Note" means a single fully-registered global note in book entry 
form, without coupons, substantially in the form of Exhibit A attached 
hereto.

"Indenture" means the Original Indenture as supplemented by this Third 
Supplemental Indenture.

"Intercompany Debt" means Debt to which the only parties are the Trust, 
any of its subsidiaries, the Company and any Subsidiary, or Debt owed to 
the Trust arising from routine cash management practices, but only so 
long as such Debt is held solely by any of the Trust, any of its 
subsidiaries, the Company and any Subsidiary.

SECTION 1.02   Creation of the Debt Securities.  In accordance with 
Section 301 of the Original Indenture, the Company hereby creates the 
Notes as a separate series of its debt securities issued pursuant to the 
Indenture.  The Notes shall be issued in an aggregate principal amount 
initially limited to $250,000,000.

The Company may issue, in addition to the Notes originally issued on the 
Closing Date, additional Notes.  The Notes originally issued on the 
Closing Date and any additional Notes originally issued subsequent to 
the Closing Date shall be a single series for all purposes under the 
Indenture.

SECTION 1.03   Form of the Debt Securities.  The Notes will be 
represented by one or more fully-registered global notes in book-entry 
form, without coupons, registered in the name of the nominee of DTC. The 
Notes shall be in the form of Exhibit A attached hereto.  So long as 
DTC, or its nominee, is the registered owner of a Global Note, DTC or 
its nominee, as the case may be, will be considered the sole owner or 
holder of the Notes represented by such Global Note for all purposes 
under the Indenture.  Ownership of beneficial interests in the Global 
Note will be shown on, and transfers thereof will be effected only 
through, records maintained by DTC (with respect to beneficial interests 
of participants) or by participants or persons that hold interests 
through participants (with respect to beneficial interests of beneficial 
owners).

SECTION 1.04  Terms and Conditions of the Debt Securities.  The Notes 
shall be governed by all the terms and conditions of the Original 
Indenture, as supplemented by this Third Supplemental Indenture, and in 
particular, the following provisions shall be the terms of the Notes:

      (a)  Optional Redemption.  The Issuer may redeem the Notes at any 
time at the option of the Issuer, in whole or from time to time in part, 
at a redemption price equal to the Redemption Price.

      If notice of redemption has been given as provided in the 
Indenture and funds for the redemption of any Notes called for 
redemption shall have been made available on the Redemption Date 
referred to in such notice, such Notes will cease to bear interest on 
the date fixed for such redemption specified in such notice and the only 
right of the Holders of such Notes from and after the Redemption Date 
will be to receive payment of the Redemption Price upon surrender of 
such Notes in accordance with such notice.

      Notice of any optional redemption of any Notes will be given to 
Holders at their addresses, as shown in the security register for the 
Notes, not more than 60 nor less than 30 days prior to the date fixed 
for redemption.  The notice of redemption will specify, among other 
items, the Redemption Price and the principal amount of the Notes held 
by such Holder to be redeemed.

      If all or less than all of the Notes are to be redeemed at the 
option of the Issuer, the Issuer will notify the Trustee at least 45 
days prior to giving notice of redemption (or such shorter period as is 
satisfactory to the Trustee) of the aggregate principal amount of Notes 
to be redeemed, if less than all of the Notes are to be redeemed, and 
their Redemption Date.  The Trustee shall select, in such manner as it 
shall deem fair and appropriate, no less than 60 days prior to the date 
of redemption, the Notes to be redeemed in whole or in part.

      (b)  Payment of Principal and Interest.  Principal and interest 
payments on interests represented by a Global Note will be made to DTC 
or its nominee, as the case may be, as the registered owner of such 
Global Note.  All payments of principal and interest in respect of the 
Notes will be made by the Issuer in immediately available funds.

      (c)  Applicability of Defeasance or Covenant Defeasance.  The 
provisions of Article 14 of the Original Indenture shall apply to the 
Notes.

                           ARTICLE TWO
                      Additional Covenants

The Notes shall be governed by all the covenants contained in the 
Original Indenture, as supplemented by this Third Supplemental 
Indenture, and in particular, this Third Supplemental Indenture amends 
Section 1004 of the Original Indenture to read as follows:

"SECTION 1004.  Limitations on Incurrence of Debt.

      (a)  The Company will not, and will not permit any Subsidiary to, 
incur any Debt, other than Intercompany Debt, that is subordinate in 
right of payment to the Notes, if, immediately after giving effect to 
the incurrence of such Debt and the application of the proceeds thereof, 
the aggregate principal amount of all outstanding Debt of the Company 
and its Subsidiaries on a consolidated basis determined in accordance 
with GAAP is greater than 60% of the sum of (i) the Company's Adjusted 
Total Assets as of the end of the most recent fiscal quarter prior to 
the incurrence of such additional Debt and (ii) the increase in Adjusted 
Total Assets since the end of such quarter (including any increase 
resulting from the incurrence of additional Debt).

      (b)  The Company will not, and will not permit any Subsidiary to, 
incur any Debt if the ratio of Consolidated Income Available for Debt 
Service to the Annual Service Charge on the date on which such 
additional Debt is to be incurred, on a pro forma basis, after giving 
effect to the incurrence of such Debt and to the application of the 
proceeds thereof would have been less than 1.5 to 1.

      (c)  The Company will not, and will not permit any Subsidiary to, 
incur any Debt secured by any mortgage, lien, charge, pledge, 
encumbrance or security interest of any kind upon any of the properties 
of the Company or any Subsidiary ("Secured Debt"), whether owned at the 
date hereof or hereafter acquired, if, immediately after giving effect 
to the incurrence of such Secured Debt and the application of the 
proceeds thereof, the aggregate principal amount of all outstanding 
Secured Debt of the Company and its Subsidiaries on a consolidated basis 
is greater than 40% of the sum of (i) the Company's Adjusted Total 
Assets as of the end of the most recent fiscal quarter prior to the 
incurrence of such additional Debt and (ii) the increase in Adjusted 
Total Assets since the end of such quarter (including any increase 
resulting from the incurrence of additional Debt).

      (d)  The Company will at all time maintain an Unencumbered Total 
Asset Value in an amount not less than 150% of the aggregate principal 
amount of all outstanding unsecured Debt of the Company and its 
Subsidiaries on a consolidated basis.

           For purposes of the foregoing provisions regarding the 
limitation on the incurrence of Debt, Debt shall be deemed to be 
"incurred" by the Company or a Subsidiary whenever the Company or such 
Subsidiary shall create, assume, guarantee or otherwise become liable in 
respect thereof."

                             ARTICLE THREE
                                Trustee

SECTION 3.01    Trustee.  The Trustee shall not be responsible in any 
manner whatsoever for or in respect of the validity or sufficiency of 
this Third Supplemental Indenture or the due execution thereof by the 
Company.  The recitals of fact contained herein shall be taken as the 
statements solely of the Company, and the Trustee assumes no 
responsibility for the correctness thereof.

                             ARTICLE FOUR
                        Miscellaneous Provisions

SECTION 4.01    Ratification of Original Indenture.  This Third 
Supplemental Indenture is executed and shall be construed as an 
indenture supplemental to the Original Indenture, and as supplemented 
and modified hereby, the Original Indenture is in all respects ratified 
and confirmed, and the Original Indenture and this Third Supplemental 
Indenture shall be read, taken and construed as one and the same 
instrument.

SECTION 4.02    Effect of Headings.  The Article and Section headings 
herein are for convenience only and shall not affect the construction 
hereof.

SECTION 4.03    Successors and Assigns.  All covenants and agreements in 
this Third Supplemental Indenture by the Company shall bind its 
successors and assigns, whether so expressed or not.

SECTION 4.04    Separability Clause.  In case any one or more of the 
provisions contained in this Third Supplemental Indenture shall for any 
reason be held to be invalid, illegal or unenforceable in any respect, 
the validity, legality and enforceability of the remaining provisions 
shall not in any way be affected or impaired thereby.

SECTION 4.05    Governing Law.  This Third Supplemental Indenture shall 
be governed by and construed in accordance with the laws of the State of 
New York.  This Third Supplemental Indenture is subject to the 
provisions of the Trust Indenture Act, that are required to be part of 
this Third Supplemental Indenture and shall, to the extent applicable, 
be governed by such provisions.

SECTION 4.06    Counterparts.  This Third Supplemental Indenture may be 
executed in any number of counterparts, and each of such counterparts 
shall for all purposes be deemed to be an original, but all such 
counterparts shall together constitute one and the same instrument.



IN WITNESS WHEREOF, the parties hereto have caused this Third 
Supplemental Indenture to be duly executed, and their respective 
corporate seals to be hereunto affixed and attested, all as of the date 
first above written.

                              LIBERTY PROPERTY LIMITED PARTNERSHIP

                              By:  Liberty Property Trust,
                                   as its sole General Partner


                              By: /s/ George J. Alburger, Jr.          
                              -------------------------------------  
                              Name: George J. Alburger, Jr.
                              Title: Chief Financial Officer
Attest:


/s/ James J. Bowes
---------------------------
Name: James J. Bowes
Title: General Counsel and Secretary



                              THE FIRST NATIONAL BANK OF CHICAGO,
                              as Trustee


                              By: /s/ Mark J. Frye
                              -------------------------------------
                              Name: Mark J. Frye
                              Title: Asst. Vice President


Attest:


/s/ Jeffrey L. Kinney              
----------------------------
Name: Jeffrey L. Kinney
Title: Vice President


STATE OF Pennsylvania    ) 
                         ) ss:
COUNTY OF Chester        )


On the    19th     day of April 1999, before me personally came George 
J. Alburger, Jr., to me known, who, being by me duly sworn, did depose 
and say that he/she resides at 65 Valley Stream Parkway, that he/she is 
Chief Financial Officer of LIBERTY PROPERTY TRUST, the sole general 
partner of LIBERTY PROPERTY LIMITED PARTNERSHIP, one of the parties 
described in and which executed the foregoing instrument, and that 
he/she signed his/her name thereto by authority of the Board of 
Trustees.

[Notarial Seal]

                                          /s/ Christina Kane
                                          ----------------------------
                                          Notary Public
                                          COMMISSION EXPIRES





STATE OF Illinois    )
                     ) ss:
COUNTY OF Cook       )

On the 20th day of April 1999, before me personally came Mark J. Frye, 
to me known, who, being by me duly sworn, did depose and say that he/she 
resides at 15031 S. Ridgewood Drive, Oak Forest, that he/she is a Asst. 
Vice President of THE FIRST NATIONAL BANK OF CHICAGO, one of the parties 
described in and which executed the foregoing instrument, and that 
he/she signed his/her name thereto by authority of the Board of 
Directors.

[Notarial Seal]

                                       /s/ Maria C. Birrueta
                                       ---------------------------------
                                       Notary Public
                                       COMMISSION EXPIRES



                                                            Exhibit A
                               [FACE OF NOTE]

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE 
HEREINAFTER REFERRED TO. UNLESS THIS CERTIFICATE IS PRESENTED BY AN 
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK 
CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF 
TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED 
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN 
AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. 
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE 
OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE 
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, 
CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR 
NOTES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED 
EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO 
DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A 
SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.

REGISTERED        REGISTERED

NO. [            ]  PRINCIPAL AMOUNT

CUSIP NO. [            ]  $[                ]

                    LIBERTY PROPERTY LIMITED PARTNERSHIP

                    [      ]% Senior Notes due [       ]

Liberty Property Limited Partnership, a Pennsylvania limited partnership 
(the "Issuer," which term includes any successor under the Indenture 
hereinafter referred to), for value received, hereby promises to pay to 
Cede & Co. or its registered assigns, the principal sum of [           ] 
Dollars on [               ] (the "Maturity Date"), and to pay interest 
thereon from [            ] (or from the most recent interest payment 
date to which interest has been paid or duly provided for), semi-
annually in arrears on [            ] and [              ] of each year 
(each, an "Interest Payment Date"), commencing on [             ], and 
on the Maturity Date, at the rate of [        ]% per annum, until 
payment of said principal sum has been made or duly provided for.

The interest so payable and punctually paid or duly provided for on any 
Interest Payment Date and on the Maturity Date will be paid to the 
Holder in whose name this Note (or one or more predecessor Notes) is 
registered at the close of business on the "Record Date" for such 
payment, which will be 15 days (regardless of whether such day is a 
Business Day (as defined below)) prior to such payment date or the 
Maturity Date, as the case may be.  Any interest not so punctually paid 
or duly provided for shall forthwith cease to be payable to the Holder 
on such record date, and shall be paid to the Holder in whose name this 
Note (or one or more predecessor Notes) is registered at the close of 
business on a subsequent 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 payment of such defaulted interest) established 
by notice given by mail by or on behalf of the Issuer to the Holders of 
the Notes not less than 10 days preceding such subsequent record date. 
Interest on this Note will be computed on the basis of a 360-day year of 
twelve 30-day months.

The principal of this Note payable on the Maturity Date will be paid 
against presentation and surrender of this Note at the corporate trust 
office of the Trustee at One First National Plaza, Chicago, Illinois 
60670-0126, in such coin or currency of the United States of America as 
at the time of payment is legal tender for payment of public or private 
debt.

Interest payable on this Note on any Interest Payment Date and on the 
Maturity Date, as the case may be, will be the amount of interest 
accrued from and including the immediately preceding Interest Payment 
Date (or from and including [             ], in the case of the initial 
Interest Payment Date) to but excluding the applicable Interest Payment 
Date or the Maturity Date, as the case may be.  If any Interest Payment 
Date or the Maturity Date falls on a day that is not a Business Day (as 
defined below), the required payment of interest or principal or both, 
as the case may be, will be made on the next Business Day with the same 
force and effect as if it were made on the date such payment was due and 
no interest will accrue on the amount so payable for the period from and 
after such Interest Payment Date or the Maturity Date, as the case may 
be.  "Business Day" means any day, other than a Saturday or a Sunday, 
that is neither a legal holiday nor a day on which banking institutions 
in The City of New York or Chicago are authorized or required by law, 
regulation or executive order to close.

Payments of principal and interest in respect of this Note will be made 
by wire transfer of immediately available funds in such coin or currency 
of the United States of America as at the time of payment is legal 
tender for the payment of public and private debts.

Reference is made to the further provisions of this Note set forth on 
the reverse hereof.  Such further provisions shall for all purposes have 
the same effect as though fully set forth at this place.

This Note shall not be entitled to the benefits of the Indenture 
referred to on the reverse hereof or be valid or become obligatory for 
any purpose until the certificate of authentication hereon shall have 
been signed by the Trustee under such Indenture.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed 
manually or by facsimile by its authorized officers.

Dated: [            ], 1999

                                  LIBERTY PROPERTY LIMITED PARTNERSHIP,
                                  as Issuer

                                  By:  LIBERTY PROPERTY TRUST,
                                       as its sole General Partner


                                  --------------------------------------
                                  By:                 
                                  Name:
                                  Title:


                                  --------------------------------------
                                  By:
                                  Name:
                                  Title:


               TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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


                                  THE FIRST NATIONAL BANK OF CHICAGO,
                                  as Trustee


                                  -----------------------------------
                                  By:
                                  Authorized Officer


                            [REVERSE OF NOTE]

                 LIBERTY PROPERTY LIMITED PARTNERSHIP

              [         ]% Senior Notes due [          ]

This security is one of a duly authorized issue of debentures, notes, 
bonds, or other evidences of indebtedness of the Issuer (hereinafter 
called the "Securities") of the series hereinafter specified, all issued 
or to be issued under and pursuant to an Indenture dated as of [   ] 
(herein called the "Indenture"), duly executed and delivered by the 
Issuer to The First National Bank of Chicago, as Trustee (herein called 
the "Trustee," which term includes any successor trustee under the 
Indenture with respect to the series of Securities of which this Note is 
a part), to which Indenture and all indentures supplemental thereto 
relating to this security reference is hereby made for a description of 
the rights, limitations of rights, obligations, duties, and immunities 
thereunder of the Trustee, the Issuer, and the Holders of the 
Securities, and of the terms upon which the Securities are, and are to 
be, authenticated and delivered.  The Securities may be issued in one or 
more series, which different series may be issued in various aggregate 
principal amounts, may mature at different times, may bear interest (if 
any) at different rates, may be subject to different redemption 
provisions (if any), and may otherwise vary as provided in the Indenture 
or any indenture supplemental thereto.  This security is one of a series 
designated as the [        ]% Notes due [      ] of the Issuer.

In case an Event of Default with respect to this security shall have 
occurred and be continuing, the principal hereof and Make-Whole Amount, 
if any, may be declared, and upon such declaration shall become, due and 
payable, in the manner, with the effect, and subject to the conditions 
provided in the Indenture.

The Issuer may redeem this security at any time at the option of the 
Issuer, in whole or from time to time in part, at a redemption price 
equal to the sum of (i) the principal amount of this security being 
redeemed plus accrued interest thereon to the Redemption Date and (ii) 
the Make-Whole Amount, if any, with respect to this security.  Notice of 
any optional redemption of any Securities will be given to Holders at 
their addresses, as shown in the security register for the Securities, 
not more than 60 nor less than 30 days prior to the date fixed for 
redemption.  The notice of redemption will specify, among other items, 
the Redemption Price and the principal amount of the Securities held by 
such Holder to be redeemed.

The Indenture contains provisions permitting the Issuer and the Trustee, 
with the consent of the Holders of not less than a majority of the 
aggregate principal amount of the Securities at the time Outstanding of 
all series to be affected (voting as one class), evidenced as provided 
in the Indenture, to execute supplemental indentures adding any 
provisions to or changing in any manner or eliminating any of the 
provisions of the Indenture or of any supplemental indenture or 
modifying in any manner the rights of the Holders of the Securities of 
each series; provided, however, that no such supplemental indenture 
shall, without the consent of the Holder of each Security so affected, 
(i) change the Stated Maturity of the principal of (or premium or Make-
Whole Amount, if any, on) or any installment of interest on, any such 
Security, (ii) reduce the principal amount of, or the rate or amount of 
interest on, or any premium payable on redemption of the Notes, or 
adversely affect any right of repayment of the Holder of any Securities; 
(iii) change the place of payment, or the coin or currency, for payment 
of principal or premium, if any, or interest on the Securities; (iv) 
impair the right to institute suit for the enforcement of any payment on 
or with respect to the Securities on or after the stated maturity of any 
such Security; (v) reduce the above-stated percentage in principal 
amount of outstanding Securities, the extent of whose Holders is 
necessary to modify or amend the Indenture, for any waiver with respect 
to the Securities or to waive compliance with certain provisions of the 
Indenture or certain defaults and consequences thereunder or to reduce 
the quorum or voting requirements set forth in the Indenture; or (vi) 
modify any of the foregoing provisions or any of the provisions relating 
to the waiver of certain past defaults or certain covenants, except to 
increase the required percentage to effect such action or to provide 
that certain other provisions of the Indenture may not be modified or 
waived without the consent of the Holder of each Security.  It is also 
provided in the Indenture that, with respect to certain defaults or 
Events of Default regarding the Securities of any series, the Holders of 
a majority in aggregate principal amount outstanding of the Securities 
of such series (or, in the case of certain defaults or Events of 
Default, all series of Securities) may on behalf of the Holders of all 
the Securities of such series (or all of the Securities, as the case may 
be) waive any such past default or Event of Default and its 
consequences, prior to any declaration accelerating the maturity of such 
Securities, or, subject to certain conditions, may rescind a declaration 
of acceleration and its consequences with respect to such Securities. 
Any such consent or waiver by the Holder of this Security (unless 
revoked as provided in the Indenture) shall be conclusive and binding 
upon such Holder and upon all future Holders and owners of this Security 
and any Securities that may be issued in exchange or substitution 
herefor, irrespective of whether or not any notation thereof is made 
upon this security or such other securities.

No reference herein to the Indenture and no provision of this security 
or of the Indenture shall alter or impair the obligation of the Issuer, 
which is absolute and unconditional, to pay the principal of and any 
Make-Whole Amount and interest on this security in the manner, at the 
respective times, at the rate and in the coin or currency herein 
prescribed.

This security is issuable only in registered form without coupons in 
denominations of $1,000 and integral multiples thereof.  Securities may 
be exchanged for a like aggregate principal amount of securities of this 
series of other authorized denominations at the office or agency of the 
Issuer in The Borough of Manhattan,  The City of New York, in the manner 
and subject to the limitations provided in the Indenture, but without 
the payment of any service charge except for any tax or other 
governmental charge imposed in connection therewith.

Upon due presentment for registration of transfer of Securities at the 
office or agency of the Issuer in The Borough of Manhattan, The City of 
New York, one or more new Securities of the same series of authorized 
denominations in an equal aggregate principal amount will be issued to 
the transferee in exchange therefor, subject to the limitations provided 
in the Indenture, without charge except for any tax or other 
governmental charge imposed in connection therewith.

The Issuer, the Trustee or any authorized agent of the Issuer or the 
Trustee may deem and treat the Person in whose name this security is 
registered as the absolute owner of this security (whether or not this 
security shall be overdue and notwithstanding any notation of ownership 
or other writing hereon), for the purpose of receiving payment of, or on 
account of, the principal hereof and Make-Whole Amount, if any, and 
subject to the provisions on the face hereof, interest hereon, and for 
all other purposes, and neither the Issuer nor the Trustee nor any 
authorized agent of the Issuer or the Trustee shall be affected by any 
notice to the contrary.

The Indenture and each Security shall be deemed to be a contract under 
the laws of the State of New York, and for all purposes shall be 
construed in accordance with the laws of such state, except as may 
otherwise be required by mandatory provisions of law.

Capitalized terms used herein which are not otherwise defined shall have 
the respective meanings assigned to them in the Indenture and all 
indentures supplemental thereto relating to this security.