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Exhibit 4(d)    
  




CITY NATIONAL CORPORATION  




 INDENTURE  


 Dated as of February 13, 2003  




 U.S. BANK NATIONAL ASSOCIATION,  


 Trustee  








  



 
 

TABLE OF CONTENTS    
  



	 
	 	 
	 	Page

	
ARTICLE ONE

Definitions and Other Provisions of General Application
	

SECTION 1.01.	
 	

Definitions	
 	

1
	SECTION 1.02.	 	Compliance Certificates and Opinions	 	6
	SECTION 1.03.	 	Form of Documents Delivered to Trustee	 	7
	SECTION 1.04.	 	Acts of Holders	 	7
	SECTION 1.05.	 	Notices, etc., to Trustee and Company	 	9
	SECTION 1.06.	 	Notices to Holders; Waiver	 	9
	SECTION 1.07.	 	Language of Notices, etc	 	10
	SECTION 1.08.	 	Conflict with Trust Indenture Act	 	10
	SECTION 1.09.	 	Effect of Headings and Table of Contents	 	10
	SECTION 1.10.	 	Successors and Assigns	 	10
	SECTION 1.11.	 	Separability Clause	 	10
	SECTION 1.12.	 	Benefits of Indenture	 	10
	SECTION 1.13.	 	Legal Holidays	 	10
	SECTION 1.14.	 	Governing Law	 	11
	
ARTICLE TWO

Security Forms
	

SECTION 2.01.	
 	

Forms Generally	
 	

11
	SECTION 2.02.	 	Form of Securities	 	11
	SECTION 2.03.	 	Form of Trustee's Certificate of Authentication	 	12
	SECTION 2.04.	 	Global Securities	 	12
	
ARTICLE THREE

The Securities
	SECTION 3.01.	 	Title and Terms	 	12
	SECTION 3.02.	 	Denominations	 	15
	SECTION 3.03.	 	Execution, Authentication, Delivery and Dating	 	15
	SECTION 3.04.	 	Temporary Securities	 	17
	SECTION 3.05.	 	Registration, Registration of Transfer and Exchange	 	19
	SECTION 3.06.	 	Mutilated, Destroyed, Lost and Stolen Securities	 	22
	SECTION 3.07.	 	Payment of Interest; Interest Rights Preserved	 	22
	SECTION 3.08.	 	Persons Deemed Owners	 	24
	SECTION 3.09.	 	Cancellation	 	24
	SECTION 3.10.	 	Computation of Interest	 	24
	SECTION 3.11.	 	Form of Certification	 	24
	SECTION 3.12.	 	Judgments	 	25
	SECTION 3.13.	 	CUSIP Numbers	 	25
	
ARTICLE FOUR

Redemption of Securities
	

SECTION 4.01.	
 	

Applicability of Article	
 	

25
	SECTION 4.02.	 	Election To Redeem; Notice to Trustee	 	26
	SECTION 4.03.	 	Selection by Security Registrar of Securities To Be Redeemed	 	26
	SECTION 4.04.	 	Notice of Redemption	 	26
	SECTION 4.05.	 	Deposit of Redemption Price	 	27
	SECTION 4.06.	 	Securities Payable on Redemption Date	 	27



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	SECTION 4.07.	 	Securities Redeemed in Part	 	28
	
ARTICLE FIVE

Covenants
	

SECTION 5.01.	
 	

Payment of Principal, Premium and Interest	
 	

28
	SECTION 5.02.	 	Maintenance of Office or Agency	 	28
	SECTION 5.03.	 	Money for Security Payments To Be Held in Trust	 	29
	SECTION 5.04.	 	Additional Amounts	 	30
	SECTION 5.05.	 	Statement as to Compliance	 	31
	SECTION 5.06.	 	Maintenance of Corporate Existence, Rights and Franchises	 	31
	SECTION 5.07.	 	Limitation on Disposition of Stock of Banks	 	32
	SECTION 5.08.	 	Waiver of Covenants	 	32
	
ARTICLE SIX

Holders' Lists and Reports by Trustee and Company
	

SECTION 6.01.	
 	

Company To Furnish Trustee Names and Addresses of Holders	
 	

32
	SECTION 6.02.	 	Preservation of Information; Communications to Holders	 	33
	SECTION 6.03.	 	Reports by Trustee	 	34
	SECTION 6.04.	 	Reports by Company	 	34
	
ARTICLE SEVEN

Remedies
	

SECTION 7.01.	
 	

Events of Default	
 	

34
	SECTION 7.02.	 	Acceleration of Maturity; Rescission and Annulment	 	35
	SECTION 7.03.	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	36
	SECTION 7.04.	 	Trustee May File Proofs of Claim	 	37
	SECTION 7.05.	 	Trustee May Enforce Claims Without Possession of Securities	 	37
	SECTION 7.06.	 	Application of Money Collected	 	37
	SECTION 7.07.	 	Limitation on Suits	 	38
	SECTION 7.08.	 	Unconditional Right of Holders To Receive Principal, Premium and Interest	 	38
	SECTION 7.09.	 	Restoration of Rights and Remedies	 	39
	SECTION 7.10.	 	Rights and Remedies Cumulative	 	39
	SECTION 7.11.	 	Delay or Omission Not Waiver	 	39
	SECTION 7.12	 	Control by Holders	 	39
	SECTION 7.13	 	Waiver of Past Defaults	 	39
	SECTION 7.14.	 	Undertaking for Costs	 	40
	SECTION 7.15.	 	Waiver of Stay or Extension Laws	 	40
	
ARTICLE EIGHT

The Trustee
	

SECTION 8.01.	
 	

Certain Duties and Responsibilities	
 	

40
	SECTION 8.02.	 	Notice of Default	 	41
	SECTION 8.03.	 	Certain Rights of Trustee	 	41
	SECTION 8.04.	 	Not Responsible for Recitals or Issuance of Securities	 	42
	SECTION 8.05.	 	May Hold Securities	 	42
	SECTION 8.06.	 	Money Held in Trust	 	42
	SECTION 8.07.	 	Compensation and Reimbursement	 	43
	SECTION 8.08.	 	Disqualification; Conflicting Interests	 	43
	SECTION 8.09.	 	Corporate Trustee Required; Eligibility	 	43
	SECTION 8.10.	 	Resignation and Removal; Appointment of Successor	 	44
	SECTION 8.11.	 	Acceptance of Appointment by Successor	 	45
	SECTION 8.12.	 	Merger, Conversion, Consolidation or Succession to Business of Trustee	 	46



ii





 

	SECTION 8.13.	 	Preferential Collection of Claims Against Company	 	46
	SECTION 8.14.	 	Appointment of Authenticating Agents	 	46
	
ARTICLE NINE

Supplemental Indentures
	

SECTION 9.01.	
 	

Supplemental Indentures Without Consent of Holders	
 	

47
	SECTION 9.02.	 	Supplemental Indentures With Consent of Holders	 	48
	SECTION 9.03.	 	Execution of Supplemental Indentures	 	49
	SECTION 9.04.	 	Effect of Supplemental Indentures	 	49
	SECTION 9.05.	 	Conformity with Trust Indenture Act	 	49
	SECTION 9.06.	 	Reference in Securities to Supplemental Indentures	 	49
	
ARTICLE TEN

Consolidation, Merger, Conveyance or Transfer
	

SECTION 10.01.	
 	

Company May Consolidate, etc., Only on Certain Terms	
 	

50
	SECTION 10.02.	 	Successor Corporation Substituted	 	50
	
ARTICLE ELEVEN

Satisfaction and Discharge
	

SECTION 11.01.	
 	

Satisfaction and Discharge of Indenture	
 	

50
	SECTION 11.02.	 	Application of Trust Money	 	51
	SECTION 11.03.	 	Reinstatement	 	51
	
ARTICLE TWELVE

Immunity of Incorporators, Stockholders, Officers and Directors
	

SECTION 12.01.	
 	

Exemption from Individual Liability	
 	

52
	
ARTICLE THIRTEEN

Sinking Funds
	

SECTION 13.01.	
 	

Applicability of Article	
 	

52
	SECTION 13.02.	 	Satisfaction of Sinking Fund Payments with Securities	 	52
	SECTION 13.03.	 	Redemption of Securities for Sinking Fund	 	53
	
ARTICLE FOURTEEN

Repayment at the Option of Holders
	

SECTION 14.01.	
 	

Applicability of Article	
 	

53
	SECTION 14.02.	 	Repayment of Securities	 	53
	SECTION 14.03.	 	Exercise of Option, Notice	 	53
	SECTION 14.04.	 	Election of Repayment by Remarketing Entities	 	54
	SECTION 14.05.	 	Securities Payable on the Repayment Date	 	54
	
ARTICLE FIFTEEN

Meetings of Holders of Securities
	

SECTION 15.01.	
 	

Purposes for Which Meetings May Be Called	
 	

54
	SECTION 15.02.	 	Call, Notice and Place of Meetings	 	54
	SECTION 15.03.	 	Persons Entitled to Vote at Meetings	 	55
	SECTION 15.04.	 	Quorum; Action	 	55
	SECTION 15.05.	 	Determination of Voting Rights; Conduct and Adjournment of Meetings	 	56
	SECTION 15.06.	 	Counting Votes and Recording Action of Meetings	 	56
	
ARTICLE SIXTEEN

Miscellaneous
	

SECTION 16.01.	
 	

Counterparts	
 	

57




iii






  



 
 

CROSS-REFERENCE TABLE    
  



	TIA Section
 
	 	 
	 	Indenture Section

	310	(a)(1)	 	 	 	8.09
	 	(a)(2)	 	 	 	8.09
	 	(a)(3)	 	 	 	N.A.
	 	(a)(4)	 	 	 	N.A.
	 	(b)	 	 	 	8.08;
	 	 	 	 	 	8.10
	 	(c)	 	 	 	N.A.
	311	(a)	 	 	 	8.13
	 	(b)	 	 	 	8.13
	 	(c)	 	 	 	N.A.
	312	(a)	 	 	 	6.01;
	 	 	 	 	 	6.02
	 	(b)	 	 	 	6.02
	 	(c)	 	 	 	6.02
	313	(a)	 	 	 	6.03
	 	(b)(1)	 	 	 	6.03
	 	(b)(2)	 	 	 	6.03
	 	(c)	 	 	 	6.03
	 	(d)	 	 	 	6.03
	314	(a)	 	 	 	6.04;
	 	 	 	 	 	5.05
	 	(b)	 	 	 	N.A.
	 	(c)(1)	 	 	 	1.02
	 	(c)(2)	 	 	 	1.02
	 	(c)(3)	 	 	 	N.A.
	 	(d)	 	 	 	N.A.
	 	(e)	 	 	 	1.02
	 	(f)	 	 	 	1.02
	315	(a)	 	 	 	8.01
	 	(b)	 	 	 	8.02
	 	(c)	 	 	 	8.01
	 	(d)	 	 	 	8.01
	 	(e)	 	 	 	7.14
	316	(a)	 	 	 	 
	(last sentence)	 	 	 	1.01
	 	(a)(1)(A)	 	 	 	7.12
	 	(a)(1)(B)	 	 	 	7.13
	 	(a)(2)	 	 	 	N.A.
	 	(b)	 	 	 	7.08
	 	(c)	 	 	 	1.04
	317	(a)(1)	 	 	 	7.03
	 	(a)(2)	 	 	 	7.04
	 	(b)	 	 	 	5.03
	318	(a)	 	 	 	N.A.
	 	 	 	N.A. Means Not Applicable.	 	 







        Note:    This Cross-Reference Table shall not, for any purpose, be deemed to be part of this indenture. 


iv









        THIS
INDENTURE is entered into as of February 13, 2003, between CITY NATIONAL CORPORATION, a corporation organized and existing under the laws of the State of Delaware
(hereinafter called the "Company"), having its principal executive office at City National Center, 400 North Roxbury Drive, Beverly Hills, CA 90210, and U.S. BANK NATIONAL ASSOCIATION, a national
banking association (hereinafter called the "Trustee"), having its principal corporate trust office at 550 South Hope Street, 5th Floor, Los Angeles, California 90071. 




RECITALS OF THE COMPANY  


        The Company deems it necessary from time to time to issue its unsecured debentures, notes, bonds and other evidences of indebtedness to be issued in one or more
series (hereinafter called the "Securities") as hereinafter set forth, and to provide therefor the Company has duly authorized the execution and delivery of this Indenture. 



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


NOW, THEREFORE, THIS INDENTURE WITNESSETH:  


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


 
 

ARTICLE ONE    
    
    Definitions and Other
  Provisions of General Application    
  


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



        (i)    the
term "this Indenture" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series of Securities established as contemplated by Section 3.01; 


        (ii)  all
references in this instrument to designated "Articles", "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this
Indenture. 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. The words
"including" and words of similar import shall mean "including, without limitation," unless otherwise specified. The word "or" shall not be exclusive; 



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


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


        (v)  all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as may be
otherwise expressly provided herein or in one or more indentures supplemental hereto, the term "generally accepted accounting principles" with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted at the date of such computation. 




        "Act",
when used with respect to any Holder, has the meaning specified in Section 1.04. 





 

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


        "Authenticating
Agent" means any Person authorized to act on behalf of the Trustee to authenticate Securities pursuant to Section 8.14. 



        "Authorized
Newspaper" means a newspaper, in an official language of the country of publication or in the English language, customarily published on each Business Day, whether or not
published on Saturdays, Sundays or holidays, and of general circulation in the place in connection with which the term is used or in the financial community of such place. Where successive
publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in
each case on any Business Day. 


        "Authorized
Officer" means the Chairman of the Board, the President, any Vice Chairman of the Board, the Chief Financial Officer, any Vice President, the Treasurer, the Secretary, the
Comptroller, any Assistant Comptroller, any Assistant Treasurer or any Assistant Secretary of the Company. 


        "Bearer
Security" means any Security in the form established pursuant to Section 2.02 which is payable to bearer, including, without limitation, unless the context otherwise
indicates, a Security in global bearer form. 


        "Board
of Directors" means (i) the board of directors of the Company or any duly authorized committee of that board or (ii) the Chairman, any Vice Chairman, the President
or any Vice President of the Company, in each case, duly authorized by the board of directors of the Company to take a specified action or make a specified determination. 


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


        "Business
Day" means any day, other than a Saturday or Sunday, on which banking institutions in Los Angeles, California, New York, New York and any Place of Payment for the Securities
are open for business. 


        "Clearstream"
means Clearstream Banking, S.A., or its successors. 


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


        "Common
Depositary" has the meaning specified in Section 3.04(b)(ii). 


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


        "Company
Request" and "Company Order" mean, respectively, a written request or order signed in the name of the Company by its Chairman of the Board, its President, a Vice Chairman of the
Board, its Chief Financial Officer or a Vice President, and by its Treasurer, an Assistant Treasurer, its Comptroller, an Assistant Comptroller, its Secretary or an Assistant Secretary, and delivered
to the Trustee. 


2





 



        "corporation"
includes corporations, associations, companies and business trusts. 


        "coupon"
means any interest coupon appertaining to a Bearer Security. 


        "Defaulted
Interest" has the meaning specified in Section 3.07. 


        "Depositary"
means, with respect to the Securities of any series issuable or issued in the form of a Global Security, the Person designated as Depositary by the Company pursuant to
Section 3.01 until a successor Depositary shall have been appointed pursuant to Section 3.05, and thereafter "Depositary" shall mean or include each Person who is then a Depositary
hereunder, and if at any time there is more than one such Person, "Depositary" as used with respect to the Securities of any such series shall mean the Depositary with respect to the Securities of
that series. 


        "Designated
Currency" has the meaning specified in Section 3.12. 


        "Dollar"
or "$" means the 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. 



        "Euroclear"
means Euroclear Bank S.A./N.V., as operator of the Euroclear System, or any successor securities clearing agency. 


        "Event
of Default" has the meaning specified in Section 7.01. 


        "Exchange
Act" means the Securities Exchange Act of 1934, as amended from time to time, and any statute successor thereto. 


        "Exchange
Rate" shall have the meaning specified as contemplated in Section 3.01. 


        "Exchange
Rate Agent" shall have the meaning specified as contemplated in Section 3.01. 



        "Exchange
Rate Officer's Certificate" with respect to any date for the payment of principal of (and premium, if any) and interest on any series of Securities, means a certificate setting
forth the applicable Exchange Rate and the amounts payable in Dollars and Foreign Currencies in respect of the principal of (and premium, if any) and interest on Securities denominated in any
composite currency or Foreign Currency, and signed by the Chairman of the Board, a Vice Chairman of the Board, the President, the Chief Financial Officer, any Vice President, the Treasurer or any
Assistant Treasurer of the Company or the Exchange Rate Agent appointed pursuant to Section 3.01 and delivered to the Trustee. 



        "Foreign
Currency" means a currency issued by the government of any country other than the United States of America. 


        "Global
Exchange Date" has the meaning specified in Section 3.04(b)(iv). 


        "Global
Security" means a Security issued to evidence all or a part of a series of Securities in accordance with Section 3.03. 


        "Holder",
with respect to a Registered Security, means a Person in whose name such Registered Security is registered in the Security Register and, with respect to a Bearer Security (or
any temporary Global Security) or a coupon, means the bearer thereof. 


        "interest",
when used with respect to an Original Issue 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 series of Securities, means the Stated Maturity of an installment of interest on such Securities. 


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


3





 



        "Officers'
Certificate" means a certificate signed by the Chairman of the Board, the President, a Vice Chairman of the Board, the Chief Financial Officer or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Comptroller, an Assistant Comptroller, the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee. Each such certificate shall contain
the statements set forth in Section 1.02, if applicable. 


        "Opinion
of Counsel" means a written opinion of counsel, who may (except as otherwise expressly provided in this Indenture) be an employee of the Company. Each such opinion shall contain
the statements set forth in Section 1.02, if applicable. 


        "Original
Issue Discount Security" means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 7.02. 



        "Outstanding",
when used with respect to Securities or Securities of any series, means, as of the date of determination, all such Securities theretofore authenticated and delivered under
this Indenture, except: 



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


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


        (iii)  such
Securities in lieu of which other Securities have been authenticated and delivered pursuant to Section 3.06 of this Indenture; 




provided, however, that in determining whether the Holders of the requisite principal amount of such
Securities Outstanding have given any request, demand, authorization, direction, notice, consent or waiver hereunder or whether a quorum is present at a meeting of Holders of Securities, the principal
amount of Original Issue Discount Securities 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 7.02, and Securities owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be disregarded. Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is
not the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor. 



        "Paying
Agent" means any Person authorized by the Company to pay the principal of, premium, if any, or interest on any Securities or any coupons appertaining thereto on behalf of the
Company. 


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


4





 



        "Place
of Payment", when used with respect to the Securities of any series, means the place or places where, subject to the provisions of Section 5.02, the principal of (and
premium, if any) and interest on the Securities of that series are payable as specified in accordance with Section 3.01. 


        "Predecessor
Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and for the
purposes of this definition, any Security authenticated and delivered under Section 3.06 in 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. 


        "Principal
Corporate Trust Office" means the office of the Trustee, at which at any particular time its corporate trust business shall be principally administered, which office at the
date of execution of this instrument is at the address set forth in the first paragraph of this instrument. 


        "Principal
Paying Agent" means the Paying Agent, if any, designated as such by the Company pursuant to Section 3.01 of this Indenture. 


        "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 specified in such Security at which it is to be redeemed pursuant to this Indenture. 


        "Registered
Security" means any Security in the form established pursuant to Section 2.02 which is registered in the Security Register. 


        "Regular
Record Date" for the interest payable on any Security on any Interest Payment Date means the date, if any, specified in such Security as the "Regular Record Date". 



        "Remarketing
Entity", when used with respect to the Securities of any series which are repayable at the option of the Holders thereof before their Stated Maturity, means any Person
designated by the Company to purchase any such Securities. 


        "Repayment
Date", when used with respect to any Security to be repaid upon exercise of option for repayment by the Holder, means the date fixed for such repayment pursuant to this
Indenture. 


        "Repayment
Price", when used with respect to any Security to be repaid upon exercise of option for repayment by the Holder, means the price at which it is to be repaid pursuant to this
Indenture. 


        "Responsible
Officer", when used with respect to the Trustee, means any officer of the Trustee with direct responsibility for the administration of this Indenture 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. 


        "Security"
or "Securities" means any Security or Securities, as the case may be, authenticated and delivered under this Indenture;  provided, however, that, if at any
time there is more than one Person acting as Trustee under this
Indenture, "Securities", with respect to any such Person, shall mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of any series as to which such
Person is not Trustee. 


        "Security
Register" has the meaning specified in Section 3.05. 


        "Security
Registrar" and "Co-Security Registrar" have the meaning specified in Section 3.05. 


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


5





 



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


        "Subsidiary
of the Company" or "Subsidiary" means a Person at least a majority of the outstanding voting securities or interests of which is owned, directly or indirectly, by the Company
or by one or more Subsidiaries of the Company, or by the Company and one or more Subsidiaries of the Company. 


        As
used under this definition, the term "voting stock" means stock having ordinary voting power for the election of directors irrespective of whether or not stock of any other class or
classes shall have or might have voting power by reason of the happening of any contingency. 


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


        "Trust
Indenture Act" or "TIA" (except as herein otherwise expressly provided) means the Trust Indenture Act of 1939, as in force at the date as of which this instrument was executed,
and, to the extent required by law, as amended. 


        "United
States" means the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction. 



        "United
States Alien", except as otherwise provided in or pursuant to this Indenture, means any Person who, for United States Federal income tax purposes, is a foreign corporation, a
nonresident alien individual, a nonresident alien fiduciary of a foreign estate or trust, or a foreign partnership, one or more of the members of which is, for United States Federal income tax
purposes, a foreign corporation, a nonresident alien individual or a nonresident alien fiduciary of a foreign estate or trust. 


        "Vice
President", when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title
"vice president". 


        SECTION
1.02.    Compliance Certificates and Opinions.    Upon any application or request by the Company to the
Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, 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 (except as otherwise expressly provided in this Indenture) shall
include: 



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


        (ii)  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; 


        (iii)  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 



6





 




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




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



        Any
certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel. Any such
certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that
the information with respect to such factual matters is in the possession of the Company. 


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



        SECTION
1.04.    Acts of Holders.    (i) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by Holders or Holders of any series 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. If Securities of a series are issuable in whole or in part as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may, alternatively, be embodied in and evidenced by the record of Holders of Securities
voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Securities duly called and held in accordance with the provisions of Article Fifteen, 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 the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 8.01) 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 of Securities shall be proved in the
manner provided in Section 15.06. 



        (ii)  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 the certificate
of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof.
Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The
fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 


        (iii)  The
ownership of Registered Securities shall be proved by the Security Register. 



7











  




        (iv)  The
principal amount and serial numbers of Bearer Securities held by any Person, and the date of holding the same, may be proved by the production of such Bearer
Securities or by a certificate executed, as depositary, by any trust company, bank or other depositary, wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Bearer Securities therein described; or such facts may be proved by the certificate
or affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Company may assume that such ownership of
any Bearer Security continues until (1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is
produced to the Trustee by some other Person, or (3) such Bearer Security is surrendered in exchange for a Registered Security, or (4) such Bearer Security is no longer Outstanding. 


        (v)  The
fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer
Securities held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Trustee deems sufficient; and the Trustee may in
any instance require further proof with respect to any of the matters referred to in this Section. 



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


      (vii)  For
purposes of determining the principal amount of Outstanding Securities of any series the Holders of which are required, requested or permitted to give any request,
demand, authorization, direction, notice, consent, waiver or take any other Act under the Indenture, each Security denominated in a Foreign Currency or composite currency shall be deemed to have the
principal amount determined by the Exchange Rate Agent by converting the principal amount of such Security in the currency in which such Security is denominated into Dollars at the Exchange Rate as of
the date such Act is delivered to the Trustee and, where it is hereby expressly required, to the Company, by Holders of the required aggregate principal amount of the Outstanding Securities of such
series (or, if there is no such rate on such date, such rate on the date determined as specified as contemplated in Section 3.01). 


      (viii)  The
Company may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders of Securities of any
series entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other Act, or to vote or consent to any action by vote or consent authorized or permitted to
be given or taken by Holders of Securities of such series. If not set by the Company prior to the first solicitation of a Holder of Securities of such Series made by any Person in respect of any such
action, or in the case of any such vote, prior to such vote, such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list
of Holders of such Securities furnished to the Trustee pursuant to Section 6.01 prior to such solicitation. 


        (ix)  Without
limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part
of the principal amount of such Security or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any
notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate
Holders of each such different part. 



8





 




        (x)  Without
limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more indentures supplemental hereto, a
Holder, including a Depositary that is the Holder of a Global Security, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and a Depositary that is the Holder of a Global Security may provide its proxy or proxies to the
beneficial owners of interests in any such Global Security through such Depositary's standing instructions and customary practices. 


        (xi)  The
Company may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Security held by a Depositary entitled
under the procedures of such Depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action
provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall
be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such
request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date. 




        SECTION
1.05.    Notices, etc., to Trustee and Company.    Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with: 



        (i)    the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its
Principal Corporate Trust Office, Attention: Corporate Trust; or 


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




        SECTION
1.06.    Notices to Holders; Waiver.    Where this Indenture or any Security provides for notice to Holders of
any event: 



        (1)  such
notice shall be sufficiently given (unless otherwise herein or in such Security expressly provided) if in writing and mailed, first class, postage prepaid, to each
Holder of Registered Securities affected by such event, at his address 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. 


        (2)  such
notice shall be sufficiently given to Holders of Bearer Securities if published in an Authorized Newspaper in The City of New York and, if the Securities of such
series are then listed on the London Stock Exchange plc and such stock exchange shall so require, in London and, if the Securities of such series are then listed on the Luxembourg Stock Exchange and
such stock exchange shall so require, in Luxembourg and, if the Securities of such series are then listed on any other stock exchange and such stock exchange shall so require, in any other required
city outside the United States, or, if not practicable, elsewhere in Europe on a Business Day at least twice, the first such publication to be not earlier than the earliest date, and not later than
the latest 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 of Registered Securities by mail, then such notification as shall be made with the approval 



9





 





of the Trustee shall constitute a sufficient notification for every purpose hereunder. In any case where notice to Holders of Registered Securities is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder of Registered Securities shall affect the sufficiency of such notice with respect to other Holders of Registered Securities or
the sufficiency of any notice by publication to Holders of Bearer Securities given as provided above. If a notice or communication is mailed in the manner provided above, it is duly given, whether or
not the addressee receives it. 




        In
case by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause it shall be impracticable to publish any notice to
Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall
be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to Holders of Bearer
Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of any notice mailed to Holders of Registered Securities as provided above. 


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


        SECTION
1.07.    Language of Notices, etc.    Any request, demand, authorization, direction, notice, consent, or
waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication, as may be specified
in a form of Security or, in the absence of such specification, as directed in writing by the Company. 


        SECTION
1.08.    Conflict with Trust Indenture Act.    If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by, or with another provision (an "incorporated provision") included in this Indenture by operation of, Sections 310 to 318, inclusive, of the
TIA, such imposed duties or incorporated provision shall control. 



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


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


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


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


        SECTION
1.13.    Legal Holidays.    Unless otherwise provided as contemplated by Section 3.01 with respect to
any series of Securities, in any case where any Interest Payment Date, Stated Maturity, Repayment Date or Redemption Date of any Security or any date on which any Defaulted Interest is proposed to be
paid shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provisions of the Securities or this Indenture) payment of the principal of, premium, if any, or interest on any Securities need not be made at such Place of Payment on such date, but may be made on
the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Stated Maturity, Repayment Date or Redemption Date or on the date on which Defaulted Interest
is proposed to be paid, and, if such payment is made on such next succeeding Business Day, no 


10





 




interest shall accrue on such payment for the intervening period from and after any such original Interest Payment Date, Stated Maturity, Repayment Date or Redemption Date, or date on which Defaulted
Interest is proposed to be paid, as the case may be. 


        SECTION
1.14.    Governing Law.    This Indenture and the Securities shall be construed in accordance with and
governed by the laws of the State of New York. 


 
 

ARTICLE TWO    
    
    Security Forms    
  


        SECTION
2.01.    Forms Generally.    All Securities and any related coupons shall have 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 or coupons, as evidenced
by their execution of the Securities or coupons. 


        The
Trustee's certificates of authentication shall be in substantially the form set forth in this Article. 


        Unless
otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Securities of each series shall be issuable in registered form without
coupons. If so provided as contemplated by Section 3.01, the Securities of a series shall be issuable solely in bearer form, or in both registered form and bearer form. Unless otherwise
specified as contemplated by Section 3.01, Securities in bearer form shall have interest coupons attached. 


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



        SECTION
2.02.    Form of Securities.    Each Security and coupon shall be in one of the forms approved from time to
time by or pursuant to a Board Resolution or an indenture supplemental hereto. Upon or prior to the delivery of a Security or coupons in any such form to the Trustee for authentication, the Company
shall deliver to the Trustee the following: 



        (i)    such
indenture supplemental hereto or the Board Resolution by or pursuant to which such form of Security or coupons has been approved, certified by the Secretary or an
Assistant Secretary of the Company; 


        (ii)  the
Officers' Certificate required by Section 3.01 of this Indenture; 


        (iii)  the
Company Order required by Section 3.03 of this Indenture; and 


        (iv)  the
Opinion of Counsel required by Section 3.03 of this Indenture. 




        If
temporary Securities of any series are issued in global form as permitted by Section 3.04, the form thereof also shall be established as provided in this Section 2.02. 


11





 

        SECTION
2.03.    Form of Trustee's Certificate of Authentication.    


TRUSTEE'S CERTIFICATE OF AUTHENTICATION  


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



	 	 	U.S. BANK NATIONAL ASSOCIATION,
 as Trustee,
	

 	
 	

by	

 
	 	 	 	
 Authorized Officer





        Date:



        SECTION
2.04.    Global Securities.    If Securities of a series are issuable in whole or in part in global form, as
specified as contemplated by Section 3.01, then, notwithstanding clause (xii) of Section 3.01 and the provisions of Section 3.02, such Global Security shall represent such
of the outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and
that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased to reflect exchanges or increased to reflect the issuance of additional
uncertificated securities of such series. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be
made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 3.03 or
Section 3.04. 


        Global
Securities may be issued in either registered or bearer form and in either temporary or permanent form. 


 
 

ARTICLE THREE    
    
    The Securities    
  


        SECTION
3.01.    Title and Terms.    The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued up to the aggregate principal amount of Securities from time to time authorized by or pursuant to a Board Resolution. 



        The
Securities may be issued in one or more series. All Securities of each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof
with respect to such series without preference, priority or distinction on account of the actual time or times of the authentication and delivery or Maturity of the Securities of such series. There
shall be established in or pursuant to a Board Resolution, and set forth in, or determined in the manner provided in, an Officers' Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series: 



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


        (ii)  any
limit upon the aggregate principal amount or aggregate initial public offering price of the Securities of the series which may be authenticated and delivered under
this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in 



12





 





lieu of, other Securities of that series pursuant to this Article Three or Sections 4.07, 9.06 or 14.03); 


        (iii)  the
priority of payment, if any, of the Securities; 


        (iv)  the
price or prices (which may be expressed as a percentage of the aggregate principal amount thereof) at which the Securities will be issued; 


        (v)  the
date or dates on which the principal and premium, if any, of the Securities of the series is payable; 



        (vi)  the
rate or rates at which the Securities of the series shall bear interest, if any, or the method or methods by which such rates may be determined, if any, the date or
dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable, the Regular Record Date for the interest payable on any Interest Payment Date and the
basis upon which interest shall be calculated if other than that of a 360-day year consisting of twelve 30-day months; 


      (vii)  the
extent to which any of the Securities will be issuable in temporary or permanent global form, and in such case, the Depositary for such Global Security or
Securities, the terms and conditions, if any, upon which such Global Security may be exchanged in whole or in part for definitive securities, and the manner in which any interest payable on a
temporary or permanent Global Security will be paid, whether or not consistent with Section 3.04 or 3.05; 


      (viii)  the
office or offices or agency where, subject to Section 5.02, the Securities may be presented for registration of transfer or exchange; 


        (ix)  the
place or places where, subject to the provisions of Section 5.02, the principal of (and premium, if any) and interest, if any, on Securities of the series
shall be payable; 


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


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


      (xii)  if
other than denominations of $1,000 and any integral multiple thereof, the denominations in which Registered Securities of the series shall be issuable; and, if
other than $5,000 or any integral multiple thereof, the denominations in which Bearer Securities of the series shall be issuable; 


      (xiii)  the
currency or currencies of denominations of the Securities of any series, which may be in Dollars, any Foreign Currency or any composite currency, and, if any such
currency of denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency; 



      (xiv)  the
currency or currencies in which payment of the principal of (and premium, if any) and interest on the Securities will be made, the currency or currencies, if any,
in which payment of the principal of (and premium, if any) or the interest on Registered Securities, at the election of each of the Holders thereof, may also be payable and the periods within which
and the terms and conditions upon which such election is to be made and the Exchange Rate and the Exchange Rate Agent; 



13





 




      (xv)  if
the amount of payments of principal of (and premium, if any) or any interest on Securities of the series may be determined with reference to an index, the method or
methods by which such amounts shall be determined; 


      (xvi)  whether
Securities of the series are to be issuable as Registered Securities, Bearer Securities or both, whether Securities of the series are to be issuable with or
without coupons or both and, in the case of Bearer Securities, the date as of which such Bearer Securities shall be dated if other than the date of original issuance of the first Security of such
series of like tenor and term to be issued; 


    (xvii)  whether,
and under what conditions, additional amounts will be payable to Holders of Securities of the series pursuant to Section 5.04; 


    (xviii)  whether
any of the Securities will be issued as Original Issue Discount Securities and the portion of the principal amount of such Securities which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section 7.02; 


      (xix)  information
with respect to book-entry procedures, if any; 



      (xx)  any
addition to or change in the Events of Default or covenants of the Company pertaining to the Securities of the series; and 


      (xxi)  any
other terms of the series. 




        All
Securities of any one series and the coupons appertaining to Bearer Securities of such series, if any, shall be substantially identical except, in the case of Registered Securities,
as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth, or determined in the manner provided in such Officers' Certificate or in any indenture
supplemental hereto. 


        Securities
of any particular series may be issued at various times, with different dates on which the principal or any installment of principal is payable, with different rates of
interest, if any, or different methods by which rates of interest may be determined, with different dates on which such interest may be payable and with different Redemption Dates or Repayment Dates
and may be denominated in different currencies or payable in different currencies. 


        Notwithstanding
Section 3.01(ii) and unless otherwise expressly provided with respect to a series of Securities, 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. 


14









   
        SECTION 3.02.    Denominations.    The Securities of each series shall be issuable in such form and denominations
as
shall be specified as contemplated by Section 3.01. In the absence of any specification with respect to the Securities of any series, the Registered Securities of each series shall be issuable
only as Securities without coupons in denominations of $1,000 and any integral multiple thereof and the Bearer Securities of each series, if any, shall be issuable with coupons and in denominations of
$5,000 and any integral multiple thereof. 


        SECTION
3.03.    Execution, Authentication, Delivery and Dating.    The Securities shall be executed on behalf of the
Company by its Chairman of the Board, its Chief Financial Officer, its President, a Vice Chairman of the Board, or one of its Vice Presidents or its Treasurer and by its Secretary or one of its
Assistant Secretaries. The signatures of any or all of these officers on the Securities may be manual or facsimile. Coupons shall bear the facsimile signature of the Company's Chairman of the Board,
its President, a Vice Chairman of the Board, its Chief Financial Officer, one of its Vice Presidents or its Treasurer. 


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



        At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupons appertaining thereto,
executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee shall, upon receipt of the Company
Order, authenticate and deliver such Securities as in this Indenture provided and not otherwise; provided,  however, that, in connection with its original
issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States;
and provided further that a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer
Security shall have delivered to the Trustee, or such other Person as shall be specified in a temporary Global Security delivered pursuant to Section 3.04, a certificate in the form required by
Section 3.11(i). 


        If
the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities in
registered or permanent bearer form, then the Company shall execute and the Trustee shall, in accordance with this Section and a Company Order for the authentication and delivery of such Global
Securities with respect to such series, authenticate and deliver one or more Global Securities in permanent or temporary form that (i) shall
represent and shall be denominated in an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by one or more Global Securities,
(ii) shall be registered, if in registered form, in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, and (iii) shall be delivered by
the Trustee to such Depositary or pursuant to such Depositary's instructions. 


        Each
Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the time of its designation and at all times while it serves as Depositary,
be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. 



        In
authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 8.01) shall be fully protected in relying upon, an Opinion of Counsel complying with Section 1.02 and stating that: 



        (i)    the
form of such Securities and coupons, if any, has been established in conformity with the provisions of this Indenture; 



15





 

        (ii)  the
terms of such Securities and coupons, if any, or the manner of determining such terms, have been established in conformity with the provisions of this Indenture;
and 


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




        The
Trustee shall not be required to authenticate such Securities if the issue thereof 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. 


        Notwithstanding
the provisions of Section 3.01 and of this Section 3.03, if all Securities of a series are not to be originally issued at one time, it shall not be
necessary to deliver the Board Resolution or Officers' Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this
Section 3.03 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon
original issuance of the first Security of such series to be issued and such documents reasonably contemplate the issuance of all Securities of such series;  provided that any subsequent request by the
Company to the Trustee to authenticate Securities of such series upon original issuance shall constitute a
representation and warranty by the Company that as of the date of such request, the statements made in the Officers' Certificate or other certificates delivered pursuant to Sections 1.02 and 3.01
shall be true and correct as if made on such date. 


        A
Company Order, Officers' Certificate or Board Resolution or supplemental indenture delivered by the Company to the Trustee in the circumstances set forth in the preceding paragraph may
provide that Securities which are the subject thereof will be authenticated and delivered by the Trustee or its agent on original issue from time to time in the aggregate principal amount, if any,
established for such series pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Company Order upon the telephonic (promptly confirmed in writing), electronic
or written order of Persons designated in such Company Order, Officers' Certificate, supplemental indenture or Board Resolution and that such Persons are authorized to determine, consistent with such
Company Order, Officers' Certificate, supplemental indenture or Board Resolution, such terms and conditions of said Securities as are specified in such Company Order, Officers' Certificate,
supplemental indenture or Board Resolution. 


        Each
Registered Security shall be dated the date of its authentication; and unless otherwise specified as contemplated by Section 3.01, each Bearer Security and any temporary
Global Security referred to in Section 3.04 shall be dated as of the date of original issuance of such Security. 


        No
Security or coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Except as permitted by Section 3.06, the Trustee shall not authenticate and
deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. Notwithstanding the foregoing, if any Security or portion thereof shall have been
duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09
together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security or portion thereof has never been
issued and sold by the Company, for all purposes of 


16





 




this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 


        SECTION
3.04.    Temporary Securities.    (a) Pending the preparation of definitive Securities of any series,
the Company may execute, and upon Company Order and the receipt of the certifications and opinions required under Sections 3.01 and 3.03, the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denominations, substantially of the tenor of the definitive Securities in lieu of which
they are issued in
registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such Securities. In the case of any series which may be issuable as Bearer Securities, such temporary Securities may be in
global form, representing such of the Outstanding Securities of such series as shall be specified therein. 


        (b)  Unless
otherwise provided pursuant to Section 3.01: 



        (i)    Except
in the case of temporary Securities in global form, each of which shall be exchanged in accordance with the provisions of the following paragraphs, if temporary
Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities, the
temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series (accompanied, if applicable, by all unmatured
coupons and all matured coupons in default appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive
Securities of such series of authorized denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a
temporary Registered Security; and provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security
only in compliance with the conditions set forth in the provisions of the third paragraph of Section 3.03. Until so exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of such series. 


        (ii)  If
temporary Securities of any series are issued in global form, any such temporary Global Security shall, unless otherwise provided in such temporary Global Security,
be delivered to the London office of a depositary or common depositary (the "Common Depositary"), for the benefit of the operator of Euroclear and Clearstream, for credit to the respective accounts of
the beneficial owners of such Securities (or to such other accounts as they may direct). Upon receipt of written instructions (which need not comply with Section 1.02) signed on behalf of the
Company by any Person authorized to give such instructions, the Trustee or any Authenticating Agent shall endorse such temporary Global Security to reflect the initial principal amount, or an increase
in the principal amount, of Outstanding Securities represented thereby. Until such initial endorsement, such temporary Global Security shall not evidence any obligation of the Company. Such temporary
Global Security shall at any time represent the aggregate principal amount of Outstanding Securities theretofore endorsed thereon as provided above, subject to reduction to reflect exchanges as
described below. 


        (iii)  Unless
otherwise specified in such temporary Global Security, and subject to the second proviso in the following paragraph, the interest of a beneficial owner of
Securities of a series in a temporary Global Security shall be exchanged for definitive Securities (including a definitive Global Bearer Security) of such series and of like tenor following the Global
Exchange Date (as defined below) when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the
case may be, 



17





 





a certificate in the form required by Section 3.11(i), dated no earlier than 15 days prior to the Global Exchange Date, copies of which certificate shall be available from the offices
of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary Global Security, any
such exchange shall be made free of charge to the beneficial owners of such temporary Global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer
form to be delivered in exchange for any portion of a temporary Global Security shall be delivered only outside the United States. 


        (iv)  Without
unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary Global Security as the
"Global Exchange Date" (the "Global Exchange Date"), the Company shall deliver to the Trustee, or, if the Trustee appoints an Authenticating Agent pursuant to Section 8.14, to any such
Authenticating Agent, definitive Securities in aggregate principal amount equal to the principal amount of such temporary Global Security, executed by the Company. Unless otherwise specified as
contemplated by Section 3.01, such definitive Securities shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as may be specified by the Company. On
or after the Global Exchange Date, such temporary Global Security shall be surrendered by the Common Depositary to the Trustee or any such Authenticating Agent, as the Company's agent for such
purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee or any such Authenticating Agent shall authenticate and deliver, in exchange
for each portion of such temporary Global Security, an equal aggregate principal amount of definitive Securities of the same series, of authorized denominations and of like tenor as the portion of
such temporary Global Security to be exchanged, which, except as otherwise specified as contemplated by Section 3.01, shall be in the form of Bearer Securities or Registered Securities, or any
combination thereof; provided, however, that, unless otherwise specified in such temporary Global
Security, upon such presentation by the Common Depositary, such temporary Global Security is accompanied by a certificate dated the Global Exchange Date or a subsequent date and signed by Euroclear as
to the portion of such temporary Global Security held for its account then to be exchanged and a certificate dated the Global Exchange Date or a subsequent date and signed by Clearstream, as to the
portion of such temporary Global Security held for its account then to be exchanged, each in the form required by Section 3.11(ii); and provided
further that a definitive Bearer Security (including a definitive global Bearer Security) shall be delivered in exchange for a portion of a temporary Global Security only in
compliance with the conditions set forth in the provisions of the third paragraph of Section 3.03. 


        (v)  Upon
any exchange of a portion of any such temporary Global Security, such temporary Global Security shall be endorsed by the Trustee or any such Authenticating Agent,
as the case may be, to reflect the reduction of the principal amount evidenced thereby, whereupon its remaining principal amount shall be reduced for all purposes by the amount so exchanged. Until so
exchanged in full, such temporary Global Security shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series authenticated and delivered
hereunder, except that, unless otherwise specified as contemplated by Section 3.01, interest payable on such temporary Global Security on an Interest Payment Date for Securities of such series
occurring prior to the applicable Global Exchange Date shall be payable, without interest, to Euroclear and Clearstream on or after such Interest Payment Date upon delivery by Euroclear and
Clearstream to the Trustee or the Paying Agent, as the case may be, of a certificate or certificates in the form required by Section 3.11(iii), for credit on or after such Interest Payment Date
to the respective accounts of the Persons who are the beneficial owners of such temporary Global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, 



18





 





as the case may be, a certificate in the form required by Section 3.11(iv). Any interest so received by Euroclear and Clearstream and not paid as herein provided prior to the Global Exchange
Date shall be returned to the Trustee or Paying Agent, as the case may be, which, upon expiration of two years after such Interest Payment Date, shall repay such interest to the Company on Company
Request in accordance with Section 5.03. 




        SECTION
3.05.    Registration, Registration of Transfer and Exchange.    With respect to Registered Securities, the
Company shall keep or cause to be kept a register (sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for
the registration of Registered Securities and the registration of transfers of Registered Securities and the Company shall appoint a "Security Registrar", and may appoint any "Co-Security
Registrar" as may be appropriate, to keep the Security Register. The Trustee is hereby initially appointed Security Registrar with respect to the series of Securities for which it is acting as
Trustee. Such Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained
in such Security Register shall be available for inspection by the Trustee at the office of the Security Registrar. In the event that any Registered Securities issued hereunder have The City of New
York as a Place of Payment, the Company shall appoint either a Security Registrar or Co-Security Registrar located in The City of New York. 


        Upon
surrender for registration of transfer of any Registered Security of any series at the office or agency of the Company maintained pursuant to Section 5.02 for such purpose in
a Place of Payment for such series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered
Securities of such series of any authorized denominations and of a like aggregate principal amount, tenor and Stated Maturity. 


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



        Registered
Securities may not be exchanged for Bearer Securities. Bearer Securities may not be exchanged for Bearer Securities of other authorized denominations. 


        At
the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denominations and of a like aggregate
principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If
the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons
in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such
Holder shall be entitled to receive the amount of any such payment from the Company; provided, however,
that interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency of a Paying Agent, maintained pursuant to Section 5.02 for
such purpose, located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered
Security of the same series and like tenor after the close of business at such 


19





 




office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest
Payment Date or proposed date for payment, as the case may be. 


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



        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. 


        If
at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any
time the Depositary for the Securities of such series shall no longer be eligible under Section 3.03, the Company shall appoint a successor Depositary with respect to the Securities of such
series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility,
the Company's election pursuant to Section 3.01(vii) shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series of like tenor and terms in definitive
form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. 


        The
Company may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by
such Global Security or Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such
series, will authenticate and deliver, Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or
Securities representing such series in exchange for such Global Security or Securities. 


        If
specified by the Company pursuant to Section 3.01 with respect to a series of Securities, the Depositary for such series of Securities may surrender a Global Security for such
series of Securities in exchange in whole or in part for Securities of such series of like tenor and terms and in definitive form on such terms as are acceptable to the Company, the Trustee and such
Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, shall authenticate and
deliver, without service charge: 



        (a)  to
the Depositary or to each Person specified by such Depositary a new Security or Securities of the same series, of like tenor and terms and of any authorized
denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Security; and 


        (b)  to
such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the
surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. 



20





 





        In
any exchange provided for in any of the preceding three paragraphs, the Company will execute and the Trustee, pursuant to a Company Order, will authenticate and deliver, Securities
(a) in definitive registered form in authorized denominations, if the Securities of such series are issuable as Registered Securities, (b) in definitive bearer form in authorized
denominations, with coupons attached, if the Securities of such series are issuable as Bearer Securities or (c) as either Registered or Bearer Securities, if the Securities of such series are
issuable in either form; provided, however, that no definitive Bearer Security shall be delivered in
exchange for a temporary Global Security other than in accordance with the provisions of Sections 3.03 and 3.04. 


        Upon
the exchange of Global Securities for Securities in definitive form, such Global Securities shall be cancelled by the Trustee. Registered Securities issued in exchange for a Global
Security pursuant to this Section 3.05 shall be registered in such names and in such authorized denominations, and delivered to such addresses, as the Depositary for such Global Security,
pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such Registered Securities to the Persons in whose
names such Securities are so registered or to the Depositary. The Trustee shall deliver Bearer Securities issued in exchange for a Global Security
pursuant to this Section 3.05 to the Depositary or to the Persons at such addresses, and in such authorized denominations, as the Depositary for such Global Security, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the Trustee in writing; provided,  however, that no definitive Bearer Security shall
be delivered in exchange for a temporary Global Security other than in accordance with the provisions
of Sections 3.03 and 3.04. 


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


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



        Unless
otherwise provided in the Securities to be registered for transfer or exchanged, no service charge shall be made for any registration of transfer or exchange of Securities, but
the Company may (unless otherwise provided in such Securities) 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 expressly provided in this Indenture to be made at the Company's own expense or without expense or without charge to the Holders. 


        Neither
the Company, the Security Registrar nor any Co-Security Registrar shall be required (i) to issue, register the transfer of or exchange any Securities of any
series during a period beginning at the opening of business 15 days before the day of selection of Securities of such series to be redeemed and ending at the close of business on (A) if
Securities of the series are issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption of Registered Securities of such series so selected for redemption or
(B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as
Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer or exchange of any Securities or portions thereof so
selected for redemption. 


        Notwithstanding
anything herein to the contrary, the exchange of Bearer Securities into Registered Securities shall be subject to applicable laws and regulations in effect at the time of
exchange; none of the Company, the Trustee nor the Security Registrar shall exchange any Bearer Securities into Registered Securities if it has received an Opinion of Counsel that as a result of such
exchanges the Company would suffer adverse consequences under the United States Federal income tax laws and 


21





 




regulations then in effect and the Company has delivered to the Trustee a Company Order directing the Trustee not to make such exchanges unless and until the Trustee receives a subsequent Company
Order to the contrary. The Company shall deliver copies of such Company Orders to the Security Registrar. 


        SECTION
3.06.    Mutilated, Destroyed, Lost and Stolen Securities.    If (i) any mutilated Security or Security
with a mutilated coupon is surrendered to the Trustee or the Security Registrar, or if the Company, the Trustee and the Security Registrar receive evidence to their satisfaction of the destruction,
loss or theft of any Security or coupon and (ii) there is delivered to the Company, the Trustee and the Security Registrar such security or indemnity as may be required by them to save each of
them harmless, then, in the absence of notice to the Company, the Trustee or the Security Registrar that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon
its request the Trustee shall authenticate and deliver, in lieu of any such mutilated, destroyed, lost or stolen Security or in exchange for the Security to which a mutilated, destroyed, lost or
stolen coupon appertains (with all appurtenant coupons not mutilated, destroyed, lost or stolen), a new Security of the same series and Stated Maturity and of like tenor and principal amount, bearing
a number not contemporaneously outstanding and, if applicable, with coupons corresponding to the coupons appertaining thereto; provided,  however, that any
new Bearer Security will be delivered only in compliance with the conditions set forth in Section 3.05.
 


        In
case any such mutilated, destroyed, lost or stolen Security or coupon 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; provided, however, that payment of principal of (and premium, if any) and
any interest on Bearer Securities shall be payable only at an office or agency located outside the United States, and, in the case of interest, unless otherwise specified as contemplated by
Section 3.01, only upon presentation and surrender of the coupons appertaining thereto. 



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


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


        SECTION
3.07.    Payment of Interest; Interest Rights Preserved.    Unless otherwise provided as contemplated by
Section 3.01, interest on any Registered Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall unless otherwise provided in such Security 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. Unless otherwise specified
as contemplated by Section 3.01, in case a Bearer Security of any series is surrendered in exchange for a Registered Security of such series after the close of business (at an office or agency
referred to in Section 3.05) on any Regular Record Date and before the opening of business (at such office or agency) on the next succeeding Interest Payment Date, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment Date and interest will not be payable on such Interest Payment Date in respect of the Registered Security issued in exchange for such
Bearer 


22





 




Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. At the option of the Company, payment of interest on any Registered
Security may be made by check in the currency designated for such payment pursuant to the terms of such Registered Security mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register or by wire transfer to an account in such currency designated by such Person in writing not later than ten days prior to the date of such payment. 


        Any
interest on any Registered Security which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall
forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of his having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in
each case, as provided in clause (i) or clause (ii) below. 



        (i)    The
Company may elect to make payments of any Defaulted Interest to the Persons in whose names any such Registered Securities (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Registered Security and the date of the proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the
date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than
10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of
the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class, postage prepaid, to each Holder at his address as it
appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having
been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Registered Securities (or their respective Predecessor Securities) are registered on such Special
Record Date and shall no longer be payable pursuant to the following clause (ii). In case a Bearer Security of any series is surrendered at the office or agency in a Place of Payment for such
series in exchange for a Registered Security of such series after the close of business at such office or agency on any Special Record Date and before the opening of business at such office
or agency on the related proposed date of payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such proposed date for payment and Defaulted Interest
will not be payable on such proposed date for payment in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due
in accordance with the provisions of this Indenture. 


        (ii)  The
Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the
Securities with respect to which there exists such default 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 payment shall be deemed practicable by the Trustee. 



23







  





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



        Subject
to the limitations set forth in Section 5.02, the Holder of any coupon appertaining to a Bearer Security shall be entitled to receive the interest payable on such coupon
upon presentation and surrender of such coupon on or after the Interest Payment Date of such coupon at an office or agency maintained for such purpose pursuant to Section 5.02. 


        SECTION
3.08.    Persons Deemed Owners.    Title to any Bearer Security, any coupons appertaining thereto and any
temporary Global Security shall pass by delivery. 


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


        The
Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Security or
coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security or coupon be overdue, and neither the Company, the Trustee
nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 


        None
of the Company, the Trustee, any Paying Agent, any Authenticating Agent or the Security Registrar will have the responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interest of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest, and they
shall be fully protected in acting or refraining from acting on any such information provided by the Depositary. 



        SECTION
3.09.    Cancellation.    Unless otherwise provided with respect to a series of Securities, all Securities and
coupons surrendered for payment, registration of transfer, exchange, repayment or redemption shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee. All Securities so
delivered or surrendered directly to the Trustee for any such purpose shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture or such Securities. All cancelled Securities or
coupons held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures and the Trustee shall deliver a certificate of such disposition to the Company. 


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



        SECTION
3.11.    Form of Certification.    Unless otherwise provided pursuant to Section 3.01: 



        (i)    Whenever
any provision of this Indenture or the forms of Securities contemplate that certification be given by a Person entitled to receive a Bearer Security, such
certification shall be provided substantially in the form of Exhibit A hereto, with only such changes as shall be approved by the Company. 



        (ii)  Whenever
any provision of this Indenture or the forms of Securities contemplate that certification be given by Euroclear and Clearstream in connection with the exchange
of a portion 



24





 





of a temporary Global Security, such certification shall be provided substantially in the form of Exhibit B hereto, with only such changes as shall be approved by the Company. 


        (iii)  Whenever
any provision of the Indenture or the forms of Securities contemplate that certification be given by Euroclear and Clearstream in connection with payment of
interest with respect to a temporary Global Security prior to the related Global Exchange Date, such certification shall be provided substantially in the form of Exhibit C hereto, with only
such changes as shall be approved by the Company. 


        (iv)  Whenever
any provision of the Indenture or the forms of Securities contemplate that certification be given by a beneficial owner of a portion of a temporary Global
Security in connection with payment of interest with respect to a temporary Global Security prior to the related Global Exchange Date, such certification shall be provided substantially in the form of
Exhibit D hereto, with only such changes as shall be approved by the Company. 




        SECTION
3.12.    Judgments.    The Company may provide, pursuant to Section 3.01, for the Securities of any
series that, to the fullest extent possible under applicable law and except as may otherwise be specified as contemplated in Section 3.01, (a) the obligation, if any, of the Company to
pay the principal of (and premium, if any) and interest on the Securities of any series and any appurtenant coupons in a Foreign Currency, composite currency or Dollars (the "Designated Currency") as
may be specified pursuant to Section 3.01 is of the essence and agrees that judgments in respect of such Securities shall be given in the Designated Currency; (b) the obligation of the
Company to make payments in the Designated Currency of the principal of (and premium, if any) and interest on such Securities and any appurtenant coupons shall, notwithstanding any payment in any
other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the Designated Currency that the Holder receiving such payment may, in accordance with
normal banking procedures, purchase with the sum paid in such other currency (after any premium and cost of exchange) in the country of issue of the Designated Currency in the case of Foreign Currency
or Dollars or in the international banking community in the case of a composite currency on the Business Day immediately following the day on which such Holder receives such payment; (c) if the
amount in the Designated Currency that may be so purchased for any reason falls short of the amount originally due, the Company shall pay such additional amounts as may be necessary to compensate for
such shortfall; and (d) any obligation of the Company not discharged by such payment shall be due as a separate and independent obligation and, until discharged as provided herein, shall
continue in full force and effect. 


        SECTION
3.13.    CUSIP Numbers.    The Company in issuing the Securities may use "CUSIP" numbers or Euroclear or
Clearstream reference numbers (if then generally in use), and if, so, the Trustee shall use such numbers in notices of redemption or other related material as a convenience to Holders;  provided that any
such notice or other related material 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 redemption or other related material and that reliance may be placed only on the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers. 


 
 

ARTICLE FOUR    
    
    Redemption of Securities    
  


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


25





 



        SECTION
4.02.    Election To Redeem; Notice to Trustee.    The election of the Company to redeem any Securities
redeemable at the option of the Company shall be evidenced by an Officers' Certificate. In case of any redemption at the election of the Company of the Securities of any series, the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee in the Trustee's sole discretion), notify the Trustee and the
Security Registrar of such Redemption Date and of the principal amount of Securities of such series to be redeemed. In the case of any redemption of Securities (i) prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (ii) pursuant to an election of the Company which is subject to a condition
specified in the terms of such Securities, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction or condition. 



        SECTION
4.03.    Selection by Security Registrar of Securities To Be Redeemed.    If less than all the Securities of
any series with the same terms are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Security Registrar from
the Outstanding Securities of such series having such terms not previously called for redemption, by such method as the Security Registrar shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal amount of Securities of such series of a denomination equal to or larger than the minimum authorized denomination for Securities of such series.
Unless otherwise provided by the terms of the Securities of any series so selected for partial redemption, the portions of the principal of Securities of such series so selected for partial redemption
shall be, in the case of Registered Securities, equal to $1,000 or an integral multiple thereof or, in the case of Bearer Securities, equal to $5,000 or an integral multiple thereof, and the principal
amount of any such Security which remains outstanding shall not be less than the minimum authorized denomination for Securities of such series. 


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



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


        SECTION
4.04.    Notice of Redemption.    Notice of redemption shall be given in the manner provided in
Section 1.06, not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed. 



        All
notices of redemption shall state: 



        (i)    the
Redemption Date; 


        (ii)  the
Redemption Price; 


        (iii)  if
less than all Outstanding Securities of any series having the same terms are to be redeemed, the identification (and, in the case of partial redemption, the
respective principal amounts) of the particular Securities to be redeemed; 



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


        (v)  the
place or places where such Securities, together in the case of Bearer Securities with all remaining coupons appertaining thereto, if any, maturing after the
Redemption Date, are to be surrendered for payment of the Redemption Price; 



26





 




        (vi)  that
the redemption is from a sinking fund, if such is the case; and 


        (vii) the
CUSIP number or the Euroclear or the Clearstream reference number (or any other number used by a Depositary to identify such Securities), if any, of the Securities
to be redeemed. 




        A
notice of redemption published as contemplated by Section 1.06 need not identify particular Registered Securities to be redeemed. 



        Notice
of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, on Company Request, by the Trustee in the name and at the expense of
the Company. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, a failure to give
such notice by mail or any defect in the notice to the Holder of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any
other Security. 


        SECTION
4.05.    Deposit of Redemption Price.    At or prior to the opening of business on any Redemption Date, the
Company shall deposit or cause to be deposited with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in
Section 5.03) an amount of money sufficient to pay the Redemption Price of all the Securities which are to be redeemed on that date; provided,  however,
 that deposits with respect to Bearer Securities shall be made with a Paying Agent or Paying Agents located outside the United States except as
otherwise provided in Section 5.02, unless otherwise specified as contemplated by Section 3.01. 


        SECTION
4.06.    Securities Payable on Redemption Date.    Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified and from and after such date (unless the Company shall default in the
payment of the Redemption Price) such Securities shall cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided
below, shall be void. Upon surrender of any such Securities for redemption in accordance with said notice, such Securities shall be paid by the Company at the Redemption Price;  provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only
at an office or agency located outside the United States and, unless otherwise specified as contemplated by Section 3.01, only upon presentation and surrender of coupons for such interest.
Installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities,
registered as such on the close of business on the relevant Regular Record Dates according to their terms and the provisions of Section 3.07. 


        If
any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Security may be paid after deducting from
the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction shall have been made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted;  provided,
however, that interest represented by coupons shall be payable only at an office or agency
located outside the United States and, unless otherwise specified as contemplated by Section 3.01, only upon presentation and surrender of those coupons. 


27





 



        If
any Security called for redemption shall not be paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne
by such Security, or as otherwise provided in such Security. 


        SECTION
4.07.    Securities Redeemed in Part.    Any Security which is to be redeemed only in part shall be
surrendered at the office or agency of the Company in a Place of Payment therefor (with, if the Company or the Security Registrar so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by, the Holder of such Security or his attorney duly authorized in writing), and 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 Stated Maturity, containing identical terms and conditions, of
any authorized denominations as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. 


 
 

ARTICLE FIVE    
    
    Covenants    
  



        SECTION
5.01.    Payment of Principal, Premium and Interest.    The Company covenants and agrees for the benefit of
each series of Securities that it will duly and punctually pay the principal of, premium, if any, and interest on the Securities of such series in accordance with the terms of the Securities of such
series, any coupons appertaining thereto and this Indenture. Unless otherwise specified as contemplated by Section 3.01 with respect to any series of Securities, any interest due on Bearer
Securities on or before Maturity shall be payable only outside the United States upon presentation and surrender of the several coupons for such interest installments as are evidenced thereby as they
severally mature. 


        SECTION
5.02.    Maintenance of Office or Agency.    If Securities of a series are issuable only as Registered
Securities, the Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this
Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and of any change in the location, of such office or agency. If Securities of a series may be
issuable as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be
presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange
and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served, (B) subject to any laws or regulations applicable thereto, in
a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment
(including payment of any additional amounts payable on Securities of that series pursuant to Section 5.04); provided,  however, that if the Securities
of that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited
or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of
that series in London or Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of that series are listed on such exchange, and
(C) subject to any laws or regulations applicable thereto, in a Place of Payment for such series located outside the United States an office or agency where any Registered Securities of that
series may be surrendered for registration of transfer, where Securities of that series may be surrendered for
exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee 


28





 




of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of
Securities or shall fail to furnish the Trustee with the address thereof, such presentations, and surrenders of Securities of that series may be made and notices and demands may be made or served at
the Principal Corporate Trust Office of the Trustee, except that Bearer Securities of that series and the related coupons may be presented and surrendered for payment (including payment of any
additional amounts payable on Bearer Securities of that series pursuant to Section 5.04) at the place specified for the purpose as contemplated by Section 3.01, and the Company hereby
appoints the Trustee as its agent to receive such respective presentations, surrenders, notices and demands. 


        Except
as otherwise provided in the form of Bearer Security of any particular series pursuant to the provisions of this Indenture, no payment of principal, premium or interest on Bearer
Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located
in the United States; provided, however, payment of principal of and any premium and interest
denominated in Dollars (including additional amounts payable in respect thereof) on any Bearer Security may be made at an office or agency of, and designated by, the Company located in the United
States if (but only if) payment of the full amount of such principal, premium, interest or additional amounts in Dollars at all offices outside the United States maintained for the purpose by the
Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or similar restrictions and the Trustee receives an Opinion of Counsel that such payment within the
United States is legal. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, at the option of the Holder of any Bearer Security or related coupon,
payment may be made by check in the currency designated for such payment pursuant to the terms of such Bearer Security presented or mailed to an address outside the United States or by transfer to an
account in such currency maintained by the payee with a bank located outside the United States. 


        The
Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such
purposes specified above in this Section and may constitute and appoint one or more Paying Agents for the payment of such Securities, in one or more other cities, and may from time to time rescind
such designations and appointments; provided, however, that no such designation, appointment or
rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give
prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless and until the Company rescinds one or more such
appointments, the Company hereby appoints the Trustee, acting through its office or agency in The City of New York, as its Paying Agent in The City of New York with respect to all series of Securities
having a Place of Payment in The City of New York. 


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


        Whenever
the Company shall have one or more Paying Agents for any series of Securities, it will, at or prior to the opening of business on each due date of the principal of, premium, if
any, or interest on any Securities of such series and any appurtenant coupons, deposit with a Paying Agent a sum sufficient to pay the principal, premium or interest so becoming due, such sum to be
held in trust for 


29





 




the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to
act. 


        The
Company will cause each Paying Agent other than the Trustee for any series of Securities 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 will: 



        (i)    hold
all sums held by it for the payment of principal of, premium, if any, or interest on Securities of such series and any appurtenant coupons 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; 



        (ii)  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, premium or
interest on the Securities of such series or any appurtenant coupons; and 


        (iii)  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. 




        The
Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to
pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such
Paying Agent, and, upon such payments 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, premium, if any, or interest on any Security of any
series or any appurtenant coupons and remaining unclaimed for two years after such principal, premium or interest
has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security or any coupon
appertaining thereto shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in each Place of
Payment, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such
money then remaining will be repaid to the Company. 


        SECTION
5.04.    Additional Amounts.    If the Securities of a series provide for the payment of additional amounts,
the Company will pay to the Holder of any Security of any series or any coupon appertaining thereto additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any
context, the payment of the principal of (or premium, if any) or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or
exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context,
additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any
provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. 


        If
the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities
(or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal (and 


30





 




premium, if any) is made), and at least 10 days prior to each date of payment of principal (and premium, if any) or interest if there has been any change with respect to the matters set forth
in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's Principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and premium, if any) or interest on the Securities of that series shall be made to Holders of
Securities of that series or any related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of
that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of
Securities or coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent
for, and to hold them harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted
by any of them in reliance on any Officers' Certificate furnished pursuant to this Section. 


        SECTION
5.05.    Statement as to Compliance.    The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company, commencing with the first calendar year following the issuance of Securities of any series under this Indenture, an Officers' Certificate (which need not
comply with Section 1.02) (provided, however, that one of the signatories of which shall be the
Company's principal executive officer, principal financial officer or principal accounting officer) covering the preceding calendar year (or portion thereof) stating, as to each signer thereof, that: 



        (i)    a
review of the activities of the Company during such year and of performance under this Indenture and under the terms of the Securities has been made under his
supervision; and 


        (ii)  to
the best of his knowledge, based on such review, (a) the Company has fulfilled all its obligations and complied with all conditions and covenants under this
Indenture and under the terms of the Securities throughout such year, in all material respects, or, if there has been a default in the fulfillment of any such obligation, condition or covenant
specifying each such default known to him and the nature and status thereof, and (b) no event has occurred and is occurring which is, or after notice or lapse of time or both would become, an
Event of Default, or if such an event has occurred and is continuing, specifying such event known to him and the nature and status thereof. 




        For
purposes of this Section, compliance or default shall be determined without regard to any period of grace or requirement of notice provided for herein. 


        SECTION
5.06.    Maintenance of Corporate Existence, Rights and Franchises.    So long as any of the Securities shall
be Outstanding, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises to carry on its business;  provided, however, that nothing in this Section 5.06 shall (i) require the Company to
preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders, (ii) prevent any consolidation or merger of the Company, or any conveyance or transfer of its property and assets
substantially as an entirety to any person, permitted by Article Ten, or (iii) prevent the liquidation or dissolution of the Company after any conveyance or transfer of its property and assets
substantially as an entirety to any person permitted by Article Ten. 


31









  





        SECTION 5.07.    Limitation on Disposition of Stock of Banks.    So long as any Securities shall be Outstanding,
neither the Company nor any Intermediate Subsidiary (as hereinafter defined) will (except to the Company or an Intermediate Subsidiary) sell, assign, transfer, grant a security interest in or
otherwise dispose of any shares of, securities convertible into, or options, warrants or rights to subscribe for or purchase shares of voting stock of City National Bank (the "Bank"), nor will the
Company or any Intermediate Subsidiary permit the Bank to issue (except to the Company or an Intermediate Subsidiary) any shares of, or securities convertible into, or options, warrants or rights to
subscribe for or purchase shares of, voting stock of the Bank, nor will the Company permit any Intermediate Subsidiary that owns any shares of, or securities convertible into, or options, warrants or
rights to subscribe for or purchase shares of, voting stock of the Bank to cease to be an Intermediate Subsidiary (unless, after giving effect thereto, the Company and all Intermediate Subsidiaries
taken together shall continue to own at least 80% of the voting stock of the Bank then issued and outstanding), except that (i) the Company or an Intermediate Subsidiary may make any such sale,
assignment, transfer, or grant of a security interest or other disposition for fair market value on the date thereof, as determined by the Board of Directors of the Company or such Intermediate
Subsidiary, as the case may be (which determination shall be conclusive), and evidenced by a duly adopted resolution thereof, and (ii) in each such case, after giving effect thereto, the
Company and any one or more Intermediate Subsidiaries will own at least 80% of the voting stock of the Bank then issued and outstanding free and clear of any security interest. Notwithstanding the
foregoing, the Bank may be merged into or consolidated with another banking institution organized under the laws of the United States, any State thereof or the District of Columbia, if after giving
effect to such merger or consolidation the Company and any one or more Intermediate Subsidiaries own at least 80% of the voting stock of such other banking institution and immediately after giving
effect thereto and treating any such resulting bank thereafter as the Bank for purposes of this Indenture, no Event of Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have happened and be continuing. For purposes of this Section, an "Intermediate Subsidiary" means a Subsidiary (i) that is organized under the laws of the United
States, any State thereof or the District of Columbia, and (ii) of which all the shares of each class of capital stock issued and outstanding, and all securities convertible into, and options,
warrants and rights to subscribe for or purchase shares of, such capital stock, are owned directly or indirectly by the Company, free and clear of any security interest. 



        The
provisions of this Section 5.07 shall not prohibit the Company from consolidating with or merging into any other Person or from conveying, transferring or leasing the
Company's properties and assets substantially as an entirety to any Person as otherwise permitted pursuant to Article Ten. 


        SECTION
5.08.    Waiver of Covenants.    The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 5.06 or 5.07 with respect to the Securities of any series if before the time for such compliance the Holders of at least 50% in principal amount of the
Outstanding Securities of that series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition (but 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 for such series in respect of any such term, provision or condition shall remain in full force and effect). 


 
 

ARTICLE SIX    
    
    Holders' Lists and Reports by Trustee and Company    
  



        SECTION
6.01.    Company To Furnish Trustee Names and Addresses of Holders.    The Company will furnish or cause to be
furnished to the Trustee (i) semiannually, not more than 15 days after each February 1 and August 1, a list, in such form as the Trustee may reasonably require, containing
all the information in the possession or control of the Company, any of its Paying Agents (other than the 


32





 


Trustee) or the Security Registrar, if other than the Trustee, as to the names and addresses of the Holders of Securities as of such February 1 and August 1, and (ii) at such
other times as the Trustee may request in writing, within 30 days after receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days
prior to the time such list is requested to be furnished; provided, however, that if and so long as the
Trustee is the Security Registrar for Securities of a series, no such list need be furnished with respect to such series of Securities. 



        SECTION
6.02.    Preservation of Information; Communications to Holders.    (i) The Trustee shall preserve, in
as current a form as is reasonably practicable, the names and addresses of Holders of Securities contained in the most recent list furnished to the Trustee as provided in Section 6.01 and the
names and addresses of Holders of Securities received by the Trustee in its capacity as the Security Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in
Section 6.01 upon receipt of a new list so furnished. 


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



        (a)  afford
such applicants access to the information preserved at the time by the Trustee in accordance with Section 6.02(i); or 



        (b)  inform
such applicants as to the approximate number of Holders of Securities of such series or all Securities, as the case may be, whose names and addresses appear in
the information preserved at the time by the Trustee in accordance with Section 6.02(i), and as to the approximate cost of mailing to such Holders the form of proxy or other communication, if
any, specified in such application. 




        If
the Trustee shall elect not to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Holder of a Security of
such series or all Holders of Securities, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 6.02(i), a copy
of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for
the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Trustee shall mail to such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the Holders of Securities of such series or all
Securities, as the case may be, or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections,
the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such
material to all such Holders of Securities with reasonable promptness after the entry of such order and the renewal of such tender; otherwise, the Trustee shall be relieved of any obligation or duty
to such applicants respecting their application. 


        (iii)  Every
Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee shall be held
accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Securities in 


33





 




accordance with Section 6.02(ii), regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 6.02(ii). 


        SECTION
6.03.    Reports by Trustee.    (i) Within 60 days after May 15 of each year commencing
with the year 2003 the Trustee shall mail to each Holder reports concerning the Trustee and its action under the Indenture as may be required pursuant to Section 313(a) of the Trust Indenture
Act if and to the extent and in the manner provided pursuant thereto. The Trustee shall also comply with the other provisions of Section 313 of the Trust Indenture Act. 


        (ii)  Reports
pursuant to this Section shall be transmitted by mail (1) to all Holders of Registered Securities, as their names and addresses appear in the Security
Register and (2) to such Holders of Bearer Securities as have, within the two years preceding such transmission, filed their names and addresses with the Trustee for that purpose, and
(3) except in the cases of reports under Section 313(b)(2) of the Trust Indenture Act, to each Holder of a Security of any series whose name and address appear in the information
preserved at the time by the Trustee in accordance with Section 6.02(i). 


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


        SECTION
6.04.    Reports by Company.    The Company will: 



        (i)    file
with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file
with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of said
Sections, then it will file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations; 


        (ii)  file
with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information,
documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and 


        (iii)  transmit
by mail to Holders of Securities, in the manner and to the extent provided in Section 6.03(ii), within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (i) and (ii) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission. 



 
 

ARTICLE SEVEN    
    
    Remedies    
  


        SECTION
7.01.    Events of Default.    "Event of Default", with respect to any series of Securities, wherever used
herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant 


34





 


to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless it is either inapplicable to a particular series or it is
specifically deleted or modified in the supplemental indenture or Board Resolution under which such series of Securities is issued or in the form of Security for such series: 



        (i)    default
in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days;
or 


        (ii)  default
in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity; or 


        (iii)  default
in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance
or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that 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 25% in principal amount of the Outstanding Securities of that 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; or 


        (iv)  the
entry of a decree or order by a court having jurisdiction in the premises granting relief in respect of the Company in an involuntary case under the Federal
Bankruptcy Code, adjudging the Company a bankrupt, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under the
Federal Bankruptcy Code or any other applicable Federal or State bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, custodian, assignee, trustee, sequestrator (or other
similar official) of the Company, or of
substantially all of its properties, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive
days; or 


        (v)  the
institution by the Company of proceedings to be adjudicated a bankrupt, or the consent of the Company to the institution of bankruptcy proceedings against it, or the
filing by the Company of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable Federal or State bankruptcy, insolvency or similar
law, or the consent by the Company to the filing of any such petition or to the appointment of a receiver, liquidator, custodian, assignee, trustee, sequestrator (or other similar official) of the
Company or of substantially all of its properties; or 


        (viii)  any
other Event of Default provided with respect to Securities of that series. 




        SECTION
7.02.    Acceleration of Maturity; Rescission and Annulment.    If an Event of Default with respect to any
series of Securities for which there are Securities Outstanding occurs and is continuing, then, and in every such case, the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of such series may declare the principal of all the Securities of such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) to be immediately due and payable, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such
declaration the same shall become immediately due and payable. 


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


35





 




and annul such declaration and its consequences, and any Event of Default giving rise to such declaration shall not be deemed to have occurred, if: 


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



        (a)  all
overdue installments of interest on all Securities of such series; 


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


        (c)  to
the extent that payment of such interest is lawful, interest upon overdue installments of interest at the rate or rates prescribed therefor by the terms of the
Securities of such series; and 


        (d)  all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, the Security Registrar, any
Paying Agent, and their agents and counsel and all other amounts due the Trustee under Section 8.07; and 




        (ii)  all
Events of Default with respect to Securities of that series, other than the nonpayment of the principal of Securities of that series which have become due solely by
such declaration of acceleration, have been cured or waived as provided in Section 7.13. 


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


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



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


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




the
Company will, upon demand of the Trustee, pay to it, for the benefit of the Holder of any such Security or coupon appertaining thereto, if any, the whole amount then due and payable on any such
Security or coupon for principal, premium, if any, and interest, with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest shall be lawful) upon
overdue installments of interest, at the rate or rates prescribed therefor by the terms of any such Security; and, in addition thereto, such further amount as shall be sufficient to cover the
reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee
under Section 8.07. 


        If
the Company fails 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, and 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 any series of Securities occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of
the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem 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. 


36





 



        SECTION
7.04.    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 any 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, premium, if any, or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise: 



        (i)    to
file and prove a claim for the whole amount of principal, premium, if any, and interest 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 the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel and any other amounts due the Trustee under Section 8.07) and of the Holders allowed in such judicial proceeding; and 


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




and
any receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in
the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 8.07. 


        Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Security or coupon 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 of a Security or coupon in any such
proceeding. 


        SECTION
7.05.    Trustee May Enforce Claims Without Possession of Securities.    All rights of action and claims under
this Indenture or under the Securities of any series, or coupons (if any) appertaining thereto, may be prosecuted and enforced by the Trustee without the possession of any of the Securities of such
series or coupons appertaining thereto 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 and any
other amounts due the Trustee under Section 8.07, be for the ratable benefit of the Holders of the Securities of such series and coupons appertaining thereto in respect of which such judgment
has been recovered. 


        SECTION
7.06.    Application of Money Collected.    Any money collected by the Trustee with respect to a series of
Securities pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee, and, in case of the distribution of such money on account of principal, premium,
if any, or interest, upon presentation of the Securities of such series or coupons appertaining thereto, if any, or both, as the case may be, 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 8.07; 


        SECOND:    To
the payment of the amounts then due and unpaid upon the Securities of such series and coupons for principal, premium, if any, and interest, in respect of which or
for the benefit of which such money has been collected, ratably, without preference or priority of any kind, 



37





 





according to the amounts due and payable on Securities of such series and coupons, if any, for principal, premium, if any, and interest, respectively. The Holders of each series of Securities
denominated in any composite currency or a Foreign Currency and any matured coupons relating thereto shall be entitled to receive a ratable portion of the amount determined by the Exchange Rate Agent
by converting the principal amount Outstanding of such series of Securities and matured but unpaid interest on such series of Securities in the currency in which such series of Securities is
denominated into Dollars at the Exchange Rate as of the Business Day immediately preceding the date of payment; and 


        THIRD:    The
balance, if any, to the Person or Persons entitled thereto. 




        SECTION
7.07.    Limitation on Suits.    No Holder of any Security of any series or any related coupons 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: 



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


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



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


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


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




it
being understood and intended that no one or more Holders of Securities of such series 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 Holders of Securities of such series or to obtain or to seek to obtain priority or preference over any other 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 the Holders of Securities of such series. 


        SECTION
7.08.    Unconditional Right of Holders To Receive Principal, Premium and Interest.    Notwithstanding any
other provision in this Indenture, the Holder of any Security or coupon shall have the right, which is absolute and unconditional, to receive payment of the principal of, premium, if any, and (subject
to Section 3.07) interest on such Security or payment of such coupon on the respective Stated Maturities expressed in such Security or coupon (or, in the case of redemption or repayment, on the
Redemption Date or Repayment Date) and to institute suit for the enforcement of such payment, and such rights shall not be impaired without the consent of such Holder. 


38









  





        SECTION 7.09.    Restoration of Rights and Remedies.    If the Trustee or any Holder of a Security or coupon has
instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case the Company, the Trustee and the Holders shall, subject to any determination in such proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. 


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


        SECTION
7.11.    Delay or Omission Not Waiver.    No delay or omission of the Trustee or of any Holder of any Security
or coupon 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
7.12.    Control by Holders.    The Holders of a majority in principal amount of the Outstanding Securities of
any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Securities of such series; provided that: 



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


        (ii)  the
Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction; 


        (iii)  subject
to the provisions of Section 8.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a
Responsible Officer or Officers of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability; and 



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




        SECTION
7.13.    Waiver of Past Defaults.    The Holders of a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder and its consequences, except a default not theretofore cured: 



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



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




        Upon
any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of the Securities of such series
under 


39





 


this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 


        SECTION
7.14.    Undertaking for Costs.    All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the
Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder of Securities or coupons for the enforcement of
the payment of the principal of, premium, if any, or interest on any Security or payment of any coupon on or after the respective Stated Maturities expressed in such Security or coupon (or, in the
case of redemption or repayment, on or after the Redemption Date or Repayment Date). 



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


 
 

ARTICLE EIGHT    
    
    The Trustee    
  


        SECTION
8.01.    Certain Duties and Responsibilities.    (i) Except during the continuance of an Event of
Default with respect to any series of Securities: 



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


        (b)  in
the absence of bad faith on its part, the Trustee may conclusively rely with respect to such series, 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 certificate 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 as to form to the
requirements of the Indenture. 




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


        (iii)  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: 



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



40





 

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


        (c)  the
Trustee shall not be liable with respect to any action taken, suffered 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 series 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 Securities of such series; and 



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




        (iv)  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
8.02.    Notice of Default.    Within 90 days after the occurrence of any default hereunder with
respect to Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of such series entitled to receive reports pursuant to Section 6.03(ii) notice of
such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided,  however, that, except in the case of a default
in the payment of the principal of, premium, if any, or interest on any Security of such series, or any
related coupons or in the payment of any sinking fund installment with respect to Securities of such series the Trustee shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the
Holders of Securities of such series; and provided further that in the case of any default of the character specified in
Section 7.01(iii) with respect to Securities of such series, no such notice to Holders of Securities of such series shall be given until at least 90 days after the occurrence
thereof. For the purpose of this Section, the term "default", with respect to Securities of any series, means any event which is, or after notice or lapse of time, or both, would become, an Event of
Default with respect to Securities of such series. 


        SECTION
8.03.    Certain Rights of Trustee.    Except as otherwise provided in Section 8.01: 



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



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


        (iii)  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 Officers' Certificate; 



41





 




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


        (v)  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 of the Holders
pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction; 


        (vi)  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, security or other paper or document, but the Trustee, in its discretion, may make further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent
or attorney and, if so requested to do so by any of the Holders, at the sole cost and expense of the Holders; 


      (vii)  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; 


      (viii)  the
Trustee shall not be charged with knowledge of any default (as defined in Section 8.02) or Event of Default unless either (1) a Responsible Officer
of the Trustee shall have actual knowledge of such default or Event of Default or (2) written notice of such default or Event of Default shall have been given to the Trustee by the Company or
any Holder; 


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


        (x)  in
the event that the Trustee is also acting as Paying Agent, Authenticating Agent or Security Registrar hereunder, the rights and protections afforded to the Trustee
pursuant to this Article Eight shall also be afforded to such Paying Agent, Authenticating Agent or Security Registrar. 




        SECTION
8.04.    Not Responsible for Recitals or Issuance of Securities.    The recitals contained herein and in the
Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes responsibility for their
correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof. 


        SECTION
8.05.    May Hold Securities.    The Trustee, any Authenticating Agent, any Paying Agent, the 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, subject to Sections 8.08 and 8.13, may otherwise deal with the
Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. 


        SECTION
8.06.    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 any money received by it hereunder except as otherwise agreed in writing with the Company. 


42





 



        SECTION
8.07.    Compensation and Reimbursement.    The Company agrees: 



          (i)  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); 



        (ii)  except
as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances 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 may be attributable to its negligence or bad faith; and 


        (iii)  to
indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or
in connection with the acceptance or administration of this trust, 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, except funds held in trust for the payment of principal of, premium, if any, or interest on particular Securities. 


        Without
prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified
in Section 7.01(iv) or (v), the expenses (including the reasonable fees and expenses of its counsel) and the compensation for the services are intended to constitute expenses of
administration under any applicable bankruptcy, insolvency or other similar law. 


        The
obligations of the Company set forth in this Section 8.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the
Company's obligations pursuant to Article Eleven of this Indenture and the termination of this Indenture and the repayment of the Securities whether at the Stated Maturity or otherwise. 


        SECTION
8.08.    Disqualification; Conflicting Interests.    If the Trustee has or shall acquire a conflicting
interest within the meaning of Section 310 of the Trust Indenture Act, the Trustee shall either eliminate such conflicting interest or resign, to the extent and in the manner provided by, and
subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest with
respect to the Securities of any series by virtue of being Trustee with respect to the Securities of any particular series of Securities other than that series. 


        SECTION
8.09.    Corporate Trustee Required; Eligibility.    There shall at all times be a Trustee with respect to
each series of Securities hereunder which shall be 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, subject to supervision or examination by Federal or State authority;  provided,
however, that if Section 310(a) of the Trust Indenture Act or the rules and regulations
of the Commission under the Trust Indenture Act at any time permit a corporation organized and doing business under the laws of any other jurisdiction to serve as trustee of an indenture qualified
under the Trust Indenture Act, this Section 8.09 shall be automatically deemed amended to permit a corporation organized and doing business under the laws of any such jurisdiction to serve as
Trustee hereunder. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and 


43





 




surplus as set forth in its most recent report of condition so published. Neither the Company nor any person directly or indirectly controlling, controlled by or under common control with the Company
may serve as Trustee. If at any time the Trustee with respect to any series of Securities shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article. 


        SECTION
8.10.    Resignation and Removal; Appointment of Successor.    (i) 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 under Section 8.11. 


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


        (iii)  The
Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount of the Outstanding Securities
of such series, delivered to the Trustee and to the Company. 


        (iv)  If
at any time: 



        (a)  the
Trustee shall fail to comply with Section 8.08 with respect to any series of Securities after written request therefor by the Company or by any Holder who has
been a bona fide Holder of a Security of such series for at least six months; or 


        (b)  the
Trustee shall cease to be eligible under Section 8.09 with respect to any series of Securities and shall fail to resign after written request therefor by the
Company or by any Holder of Securities of such series; or 


        (c)  the
Trustee shall become incapable of acting with respect to any series of Securities 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, (1) the Company by a Board Resolution may remove the Trustee with respect to such series, or (2) subject to Section 7.14, any Holder who has been a bona
fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee with respect to such series. 


        (v)  If
the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of Trustee with
respect to any series of Securities for any cause, the Company, by a Board Resolution, 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 there shall be only one Trustee with respect
to the Securities of any particular series) and shall comply with the applicable requirements of Section 8.11. If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to such series of Securities shall be appointed by the 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 with respect to such series, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee with respect to such series and to that extent supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such
series shall have been so appointed by the Company or the 


44





 




Holders of Securities of such series and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Security of such series for at least six months may,
on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series. 



        (vi)  The
Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Registered Securities of such series as their names
and addresses appear in the Security Register and, if Securities of such series are issuable as Bearer Securities, by publishing notice of such event once in an Authorized Newspaper in each Place of
Payment for the Securities of such series located outside the United States. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address
of its Principal Corporate Trust Office. 


        SECTION
8.11.    Acceptance of Appointment by Successor.    (i) In the case of the appointment hereunder of a
successor Trustee with respect to any series of Securities, 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 with respect to all or any series as to which it is resigning as Trustee, 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 with respect to all or any such series; but,
on request of the Company or such successor Trustee, such retiring Trustee shall upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of such retiring Trustee with respect to all or any such series; and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to all or any such series, subject nevertheless to its lien, if any, provided for in Section 8.07. 


        (ii)  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 (a) 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, (b) 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 (c) 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 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, subject nevertheless to its lien, if any, provided for in Section 8.07. 


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



        (iv)  No
successor Trustee with respect to a series of Securities shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified
and eligible with respect to such series under this Article. 


45







  





        SECTION 8.12.    Merger, Conversion, Consolidation or Succession to Business of Trustee.    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 of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder (provided that 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
8.13.    Preferential Collection of Claims Against Company.    If and when the Trustee shall be or become a
creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of Section 311 of the Trust Indenture Act regarding the collection of any
claims as a creditor against the Company (or any such other obligor). A Trustee that has resigned or been removed shall be subject to and comply with said Section 311 to the extent required
thereby. 


        SECTION
8.14.    Appointment of Authenticating Agents.    The Trustee may appoint an Authenticating Agent or Agents,
which may include any Affiliate of the Company, with respect to one or more series of Securities. Such Authenticating Agent or Agents at the option of the Trustee shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, 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. Whenever reference is
made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication or the delivery of Securities to the Trustee for authentication,
such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent, a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent and delivery of Securities to the Authenticating Agent on behalf of the Trustee. 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 thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $5,000,000 and subject to supervision or examination by Federal or State authority. Notwithstanding the foregoing, an Authenticating Agent
located outside the United States may be appointed by the Trustee if previously approved in writing by the Company and if such Authenticating Agent meets the minimum capitalization requirements of
this Section 8.14. 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. 


        The
Trustee shall initially act as Authenticating Agent located within the United States for each series of Securities issued hereunder. 


        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. 


46





 



        An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall)
terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such 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. 


        If
an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee's certificate
of authentication, an alternate certificate of authentication in the following form: 


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



	 	 	U.S. BANK NATIONAL ASSOCIATION,

as Trustee,
	

 	
 	

by	

 
	 	 	 	
 as Authenticating Agent
	

 	
 	

by	

 
	 	 	 	
 Authorized Signatory





Date:



 
 

ARTICLE NINE    
    
    Supplemental Indentures    
  


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



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


        (ii)  to
evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of Securities 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
Section 8.11; or 


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



        (iv)  to
cure any ambiguity, defect or inconsistency; or 



47





 




        (v)  to
add any additional Events of Default with respect to all or any series of the Securities (and, if such Event of Default is applicable to less than all series of
Securities, specifying the series to which such Event of Default is applicable); or 



        (vi)  to
add to, change or eliminate any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any
restrictions on the payment of principal of (or premium, if any) or any interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer
Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form;  provided any such action shall
not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material
respect; or 


      (vii)  to
add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or
elimination (a) shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture the interests of the Holders of
which (or of the related coupons of which) is adversely affected in any material respect by such change in or elimination of such provision or (b) shall not apply to any Securities Outstanding;
or 


      (viii)  to
establish the form or terms of Securities of any series as permitted by Sections 2.02 and 3.01; or 



        (ix)  to
add to or change any provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities convertible into other
securities; or 


        (x)  to
evidence any changes to Section 8.09 as permitted by the terms thereof; or 


        (xi)  to
convey, transfer, assign, mortgage or pledge any property to or with the Trustee; or 


      (xii)  to
add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act;  provided such action shall not adversely
affect the interest of Holders of Securities of any series or any appurtenant coupons in any material respect.
 




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



          (i)  change
the Stated Maturity of the principal of, or the Stated Maturity of any installment of interest (or premium, if any) on, any Outstanding Security, or reduce the
principal amount thereof or any premium thereon or the rate of interest thereon, or change the obligation of the Company to pay additional amounts pursuant to Section 5.04 (except as
contemplated by Section 10.01(i) and permitted by Section 9.01), or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 7.02, or change the method of calculating interest thereon or the coin or currency in which any Outstanding Security (or
premium, if any, thereon) or the interest thereon is payable, or reduce the minimum rate of interest thereon, or impair the right to institute suit for the enforcement of any such payment on or after
the Stated Maturity 



48





 


thereof (or, in the case of redemption or repayment, on or after the Redemption Date or Repayment Date); 



        (ii)  reduce
the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture or
the consent of whose Holders is required for any waiver of certain defaults hereunder and their consequences) provided for in this Indenture or reduce the requirements of Section 15.04 for a
quorum; 


        (iii)  change
any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 5.02; or 



        (iv)  modify
any of the provisions of this Section or Section 7.13, except to increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived. 




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


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


        SECTION
9.03.    Execution of Supplemental Indentures.    In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to
Section 8.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by and complies with this
Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, liabilities, duties or immunities under this Indenture or
otherwise. 


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



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


        SECTION
9.06.    Reference in Securities to Supplemental Indentures.    Securities 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 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. 


49





 


 
 

ARTICLE TEN    
    
    Consolidation, Merger, Conveyance or Transfer    
  



        SECTION
10.01.    Company May Consolidate, etc., Only on Certain Terms.    The Company shall not consolidate with or
merge into, or convey or transfer its properties and assets substantially as an entirety to, any Person, unless: 



          (i)  the
Person formed by such consolidation (if other than the Company) or into which the Company is merged or the Person which acquires by conveyance or transfer the
properties and assets of the Company substantially as an entirety shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, the due and punctual payment of
the principal of, premium, if any, and interest (including all additional amounts, if any, payable pursuant to Section 5.04) on all the Securities and the performance of every covenant of this
Indenture on the part of the Company to be performed or observed; 


        (ii)  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 happened and be continuing; and 


        (iii)  the
Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and
such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 




        SECTION
10.02.    Successor Corporation Substituted.    Upon any consolidation or merger, or any conveyance or
transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 10.01, the successor Person formed by such consolidation or into which the Company
is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as
if such successor Person had been named as the Company herein. In the event of any such conveyance or transfer, the Company as the predecessor corporation shall be relieved of all obligations and
covenants under this Indenture and may be dissolved, wound up and liquidated at any time thereafter. 


        In
case of any such consolidation, merger, sale or conveyance, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate. 


 
 

ARTICLE ELEVEN    
    
    Satisfaction and Discharge    
  


        SECTION
11.01.    Satisfaction and Discharge of Indenture.    This Indenture shall cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for and rights to receive payments thereon and any right to receive additional
amounts, as provided in Section 5.04), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when: 



          (i)  either:




        (a)  all
Securities theretofore authenticated and delivered (other than (1) coupons appertaining to Bearer Securities surrendered for exchange for Registered
Securities and maturing after such exchange, whose surrender is not required or has not been waived as provided in Section 3.05, (2) coupons appertaining to Bearer Securities called for
redemption and maturing after the relevant Redemption Date, whose surrender has been waived as 




50





 



provided in Section 4.06, (3) coupons appertaining to Bearer Securities surrendered for repayment pursuant to Section 15.03 and maturing after the Repayment Date, whose surrender
has been waived as provided in Section 15.03, (4) Securities and coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in
Section 3.06, and (5) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 5.03) have been delivered to the Trustee for cancellation; or 


        (b)  all
such Securities not theretofore delivered to the Trustee for cancellation: 



        (1)  have
become due and payable, or 


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



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





and
the Company, in the case of (b) (1), (2) or (3) above, has deposited or caused to be deposited with the Trustee, as trust funds in trust for the purpose, an amount sufficient
to pay and discharge the entire indebtedness on such Securities and coupons not theretofore delivered to the Trustee for cancellation, for principal, premium, if any, and interest to the date of such
deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be; 


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


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




Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 8.07 and, if money shall have been deposited with the Trustee
pursuant to subclause (b) of clause (i) of this Section, the obligations of the Trustee under Section 11.02 and the last paragraph of Section 5.03 shall survive. 


        SECTION
11.02.    Application of Trust Money.    Subject to the provisions of the last paragraph of
Section 5.03, all money deposited with the Trustee pursuant to Section 11.01 shall be held in trust and applied by it, in accordance with the provisions of the Securities, the coupons,
if any, and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent), as the Trustee may determine, to the Persons entitled
thereto, of the principal, premium, if any, and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent
required by law. 


        SECTION
11.03.    Reinstatement.    If the Trustee or any Paying Agent is unable to apply any money in accordance with
Section 11.02 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
the Company's obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 until such time as the Trustee or
any Paying Agent is permitted to apply all such money in accordance with Section 11.02. 


51





 


 
 

ARTICLE TWELVE    
    
    Immunity of Incorporators, Stockholders,
  Officers and Directors    
  



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


 
 

ARTICLE THIRTEEN    
    
    Sinking Funds    
  


        SECTION
13.01.    Applicability of Article.    If provided for by the terms of Securities of any series as
contemplated by Section 3.01, the provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of such series (except as otherwise specified as
contemplated by Section 3.01 for Securities of such series). 


        The
minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a "mandatory sinking fund payment", and any payment in
excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an "optional sinking fund payment". If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 13.02. Each sinking fund payment shall be applied to the redemption of Securities of any
series as provided for by the terms of Securities of such series. 


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


52







  





        SECTION 13.03.    Redemption of Securities for Sinking Fund.    Not less than 60 days prior to each sinking
fund payment date for any series of Securities, the Company will deliver to the Trustee and the Security Registrar an Officers' Certificate specifying (i) the amount of the next ensuing sinking
fund payment for that series pursuant to the terms of that series, (ii) the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to Section 13.02, and (iii) that none of such Securities has theretofore been so credited and stating the basis
for such credit, and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each sinking fund payment date the Security Registrar shall select the
Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 4.03 and cause notice of the redemption thereof to be given in the name of and at the expense of
the Company in the manner provided in Section 4.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 4.06
and 4.07 and shall be subject to Section 4.08. 


 
 

ARTICLE FOURTEEN    
    
    Repayment at the Option of Holders    
  


        SECTION
14.01.    Applicability of Article.    If provided for by the terms of Securities of any series as
contemplated by Section 3.01, Securities of such series which are repayable at the option of the Holders thereof before their Stated Maturity shall be repaid in accordance with their terms and
(except as otherwise specified pursuant to Section 3.01 for Securities of such series) in accordance with this Article. 


        SECTION
14.02.    Repayment of Securities.    Each Security which is subject to repayment in whole or in part at the
option of the Holder thereof on a Repayment Date shall be repaid at the applicable Repayment Price together with interest accrued to such Repayment Date as specified pursuant to Section 3.01. 



        SECTION
14.03.    Exercise of Option, Notice.    Each Holder desiring to exercise such Holder's option for repayment
shall, as conditions to such repayment, surrender the Security to be repaid in whole or in part together with written notice of the exercise of such option at any office or agency of the Company in a
Place of Payment, not less than 30 nor more than 45 days prior to the Repayment Date; provided,  however, that surrender of Bearer Securities together
with written notice of exercise of such option shall be made at an office or agency located
outside the United States except as otherwise provided in Section 5.02. Such notice, which shall be irrevocable, shall specify the principal amount of such Security to be repaid, which shall be
equal to the minimum authorized denomination for such Security or an integral multiple thereof, and shall identify the Security to be repaid and, in the case of a partial repayment of the Security,
shall specify the denomination or denominations of the Security or Securities of the same series to be issued to the Holder for the portion of the principal of the Security surrendered which is not to
be repaid. 


        If
any Bearer Security surrendered for repayment shall not be accompanied by all unmatured coupons and all matured coupons in default, such Bearer Security may be paid after deducting
from the Repayment Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to the Trustee or
any Paying Agent any such missing coupon in respect of which a deduction shall have been made from the Repayment Price, such Holder shall be entitled to receive the amount so deducted without interest
thereon; provided, however, that interest represented by coupons shall be payable only at an office or
agency located outside the United States except as otherwise provided in Section 5.02. 


53





 



        The
Company shall execute and the Trustee shall authenticate and deliver without service charge to the Holder of any Registered Security so surrendered a new Registered Security or
Securities of the same series and tenor, of any authorized denomination specified in the foregoing notice, in an aggregate principal amount equal to any portion of the principal of the Registered
Security so surrendered which is not to be repaid. 


        The
Company shall execute and the Trustee shall authenticate and deliver without service charge to the Holder of any Bearer Security so surrendered a new Registered Security or
Securities or new Bearer Security or Securities (and all appurtenant unmatured coupons and matured coupons in default) or any combination thereof of the same series and tenor of any authorized
denomination or denominations specified in the foregoing notice, in an aggregate principal amount equal to any portion of the principal of the Security so surrendered which is not to be repaid;  provided,
 however, that the issuance of a Registered Security therefor shall be subject to applicable
laws and regulations, including provisions of the United States Federal income tax laws and regulations in effect at the time of the exchange; neither the Company, the Trustee nor the Security
Registrar shall issue Registered Securities for Bearer Securities if it has received an Opinion of Counsel that as a result of such issuance the Company would suffer adverse consequences under the
United States Federal income tax laws then in effect and the Company has delivered to the Trustee a Company Order directing the Trustee not to make such issuances thereafter unless and until the
Trustee receives a subsequent Company Order to the contrary. The Company shall deliver copies of such Company Order to the Security Registrar. 


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


        SECTION
14.04.    Election of Repayment by Remarketing Entities.    The Company may elect, with respect to Securities
of any series which are repayable at the option of the Holders thereof before their Stated Maturity, at any time prior to any Repayment Date to designate one or more Remarketing Entities to purchase,
at a price equal to the Repayment Price, Securities of such series from the Holders thereof who give notice and surrender their Securities in accordance with Section 14.03. 


        SECTION
14.05.    Securities Payable on the Repayment Date.    Notice of exercise of the option of repayment having
been given and the Securities so to be repaid having been surrendered as aforesaid, such Securities shall, unless purchased in accordance with Section 14.04, on the Repayment Date become due
and payable at the price therein specified and from and after the Repayment Date such Securities shall cease to bear interest and shall be paid on the Repayment Date, and the coupons for such interest
appertaining to Bearer Securities so to be repaid, except to the extent provided above, shall be void, unless the Company shall default in the payment of such price, in which case the Company shall
continue to be obligated for the principal amount of such Securities and shall be obligated to pay interest on such principal amount at the rate prescribed therefor by such Securities from time to
time until payment in full of such principal amount. 


 
 

ARTICLE FIFTEEN    
    
    Meetings of Holders of Securities    
  



        SECTION
15.01.    Purposes for Which Meetings May Be Called.    If Securities of a series are issuable in whole or in
part as Bearer Securities, a meeting of Holders of Securities of such series 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 Act provided by this Indenture to be made, given or taken by Holders of Securities of such series. 


        SECTION
15.02.    Call, Notice and Place of Meetings.    (i) The Trustee may at any time call a meeting of
Holders of Securities of any series issuable in whole or in part as Bearer Securities for any 


54





 




purpose specified in Section 15.01, to be held at such time and at such place in Beverly Hills, California, in the Borough of Manhattan, The City of New York, or in London as the Trustee shall
determine. Notice of every meeting of Holders of Securities of any series, 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 1.06, not less than 21 nor more than
180 days prior to the date fixed for the meeting. 


        (ii)  In
case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in principal amount of the Outstanding Securities of any such series
shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 15.01, by written request setting forth in reasonable detail
the action proposed to be taken at the meeting, and the Trustee shall not have made the first publication of 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 in the amount above specified, as the case may be, may determine the
time and the place in Beverly Hills, California, in the Borough of Manhattan, The City of New York, or in London for such meeting and may call such meeting for such purposes by giving notice thereof
as provided in subsection (i) of this Section. 


        SECTION
15.03.    Persons Entitled to Vote at Meetings.    To be entitled to vote at any meeting of Holders of
Securities of any series, a Person shall be (1) a Holder of one or more Outstanding Securities of such series, or (2) a Person appointed by an instrument in writing as proxy for a Holder
or Holders of one or more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Securities of
any series 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
15.04.    Quorum; Action.    The Persons entitled to vote a majority in principal amount of the Outstanding
Securities of a series shall constitute a quorum for a meeting of Holders of Securities of such series; provided,  however, that if any action is to be
taken at such meeting with respect to a consent or waiver which this Indenture expressly provides may be given by
the Holders of a greater percentage in principal amount of the Outstanding Securities of a series, the Persons entitled to vote such greater percentage in principal amount of the Outstanding
Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders
of Securities of such series, be dissolved. In the absence of a quorum in any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairperson 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 a period of not less than
10 days as determined by the chairperson of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 15.02 (i), except that such notice need be given only once not less than five 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 which shall constitute a quorum. 


        Except
as limited by the provisos to Section 9.02, 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 principal amount of the Outstanding Securities of the series; provided,  however, that,
except as limited by the provisos to Section 9.02, any resolution with respect to any consent or waiver which this Indenture
expressly provides may be given by the Holders
of a greater percentage in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid
only by the affirmative vote of the Holders of such greater percentage in principal amount of the 


55





 




Outstanding Securities of that series; and provided further that, except as limited by the provisos to Section 9.02, any resolution with respect
to any request, demand, authorization, direction, notice, consent, waiver or other Act which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage,
which is less than a majority in principal amount of the Outstanding Securities of a series 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 that series. 


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



        SECTION
15.05.    Determination of Voting Rights; Conduct and Adjournment of Meetings.    


        (a)  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 of such series in regard to proof of the holding of Securities of such series 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 1.04 and the appointment of any proxy shall be proved in
the manner specified in Section 1.04 or, in the case of Bearer Securities, by having the signature of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker
authorized by Section 1.04 to certify to the holding of Bearer Securities. 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 1.04 or other proof. 


        (b)  The
Trustee shall, by an instrument in writing, appoint a temporary chairperson of the meeting, unless the meeting shall have been called by the Company or by Holders of
Securities as provided in Section 15.02(ii), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a
temporary chairperson. A permanent chairperson and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting. 


        (c)  At
any meeting each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount (or the equivalent in any composite
currency or a Foreign Currency) of Securities of such series 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 chairperson of the meeting not to be Outstanding. The chairperson of the meeting shall have no right to
vote, except as a Holder of a Security of such series or proxy. 


        (d)  Any
meeting of Holders of Securities of any series duly called pursuant to Section 15.02 at which a quorum is present may be adjourned from time to time by
Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting; and the meeting may be held as so adjourned without further notice. 


        SECTION
15.06.    Counting Votes and Recording Action of Meetings.    The vote upon any resolution submitted to any
meeting of Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy
and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chairperson of the meeting shall appoint two inspectors of votes
who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in triplicate of all votes cast
at 


56





 




the meeting. A record, at least in triplicate, of the proceedings of each meeting of Holders of Securities of any series 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 15.02 and, if applicable, Section 15.04. Each copy shall be signed and verified by the affidavits of
the permanent chairperson 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. 


 
 

ARTICLE SIXTEEN    
    
    Miscellaneous    
  


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


        U.S.
Bank National Association hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth. 


57







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



	 	 	CITY NATIONAL CORPORATION,
	

 	
 	
by	

 
	 	 	 	
 Name:

Title:
	

[Seal]	
 	

 	

 
	

Attest:	
 	

 	

 
	

[CORPORATE SEAL]
	

 Assistant Secretary	
 	

 	

 
	

 	
 	
U.S. BANK NATIONAL ASSOCIATION,
 as Trustee,
	

 	
 	

by	

 
	 	 	 	
 Name:

Title:




58







	STATE OF	 	)	 	 
	 	 	) ss.:	 	 
	COUNTY OF	 	)	 	 





        On
this            day of            , 2003, before me personally came to me known,
            , who, being by me duly sworn, did depose and say that he resides at
                        ; that he
is                        of CITY NATIONAL CORPORATION, one of the corporations described in and which executed the foregoing
instrument; that he knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by
like authority. 



	 	 	 	
 Notary Public
	

[Notarial Seal]	
 	

 	

 









	STATE OF	 	)	 	 
	 	 	) ss.:	 	 
	COUNTY OF	 	)	 	 





        On
this            day of            , 2003, before me personally
appeared                        , to me known, who, being by me duly sworn, did depose and say that he resides at
                        ; that he is
a                        of U.S. BANK NATIONAL ASSOCIATION, one of the parties described in and which executed the foregoing
instrument; that he knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by
like authority. 



	 	 	 	
 Notary Public
	

[Notarial Seal]	
 	

 	

 









 
 

EXHIBIT A    
  


 
 

FORM OF CERTIFICATE TO BE GIVEN BY
  PERSON ENTITLED TO RECEIVE BEARER SECURITY    
    
    CERTIFICATE    
  




[Insert
title or sufficient description of Securities to be delivered] 


        This
is to certify that the above-captioned Securities are not being acquired by or on behalf of a United States person, or, if a beneficial interest in the Securities is being acquired
by or on behalf of a United States person, that such United States person is a financial institution within the meaning of Section 1.165-12 (c) (1) (v) of the United
States Treasury regulations which agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended and the regulations
thereunder. If the undersigned is a dealer, the undersigned agrees to obtain a similar certificate from each person entitled to delivery of any of the above-captioned Securities in bearer form
purchased from it; provided, however, that, if the undersigned has actual knowledge that the information
contained in such a certificate is false, the undersigned will not deliver a Security in temporary or definitive bearer form to the person who signed such certificate notwithstanding the delivery of
such certificate to the undersigned. 


        As
used herein, "United States person" means any citizen or resident of the United States, any corporation, partnership or other entity created or organized in or under the laws of the
United States and any estate or trust the income of which is subject to United States Federal income taxation regardless of its source, and "United States" means the United States of America
(including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction. 


        We
undertake to advise you by telex if the above statement as to beneficial ownership is not correct on the date of delivery of the above-captioned Securities in bearer form as to all of
such Securities. 


        We
understand that this certificate is required in connection with certain tax legislation in the United States. If administrative or legal proceedings are commenced or threatened in
connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such proceedings. 


Dated:                        ,
20 


[To
be dated no earlier than 15 days prior to the Exchange Date] 



	 	 	[Name of Person Entitled to Receive Bearer Security)
	



	
 	

 
	 	 	
 (Authorized Signatory)
	 	 	Name:

Title:









 
 

EXHIBIT B    
  


 
 

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND CLEARSTREAM IN
  CONNECTION WITH THE
  EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL SECURITY    
    
    CERTIFICATE    
  




[Insert
title or sufficient description of Securities to be delivered] 


        This
is to certify with respect to $                              principal amount of the above-captioned
Securities (i) that we have received from each of the persons appearing
in our records as persons entitled to a portion of such principal amount (our "Qualified Account Holders") a certificate with respect to such portion substantially in the form attached hereto, and
(ii) that we are not submitting herewith for exchange any portion of the temporary global Security representing the above-captioned Securities excepted in such certificates. 


        We
further certify that as of the date hereof we have not received any notification from any of our Qualified Account Holders to the effect that the statements made by such Qualified
Account Holders with respect to any portion of the part submitted herewith for exchange are no longer true and cannot be relied upon as of the date hereof. 



Dated:            ,
20 


[To
be dated no earlier than the Exchange Date] 



	 	 	[Euroclear Bank S.A./N.V., as Operator of the Euroclear System, or any successor securities clearing agency]
	

 	
 	

[CLEARSTREAM]
	

 	
 	

By	

 
	 	 	 	










 
 

EXHIBIT C    
  


 
 

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
  CLEARSTREAM TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE    
    
    CERTIFICATE    
  




[Insert
title or sufficient description of Securities] 


        This
is to certify that, as of the Interest Payment Date on [Insert Date], the undersigned, which is a holder of an interest in the temporary global Security
representing the above Securities, is not a United States person. 


        As
used herein, "United States person" means any citizen or resident of the United States, any corporation, partnership or other entity created or organized in or under the laws of the
United States and any estate or trust the income of which is subject to United States Federal income taxation regardless of its source, and "United States" means the United States of America
(including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction. 


        We
confirm that the interest payable on such Interest Payment Date will be paid to each of the persons appearing in our records as being entitled to interest to be paid on the above date
from whom we have received a written certification dated not earlier than 15 days prior to such Interest Payment Date to the effect that the beneficial owner of such portion with respect to
which interest is to be paid on such date either is not a United States person or is a United States person which is a financial institution which has provided an Internal Revenue Service
Form W-9 or is an exempt recipient as defined in United States Treasury Regulations § 1.6049-4(c)(1)(ii). We undertake to retain certificates received from
our member
organizations in connection herewith for four years from the end of the calendar year in which such certificates are received. 


        The
foregoing reflects any advice received subsequent to the date of any certificate stating that the statements contained in such certificate are no longer correct. 


Dated:            ,
20 


[To
be dated on or after the relevant Interest Payment Date] 



	 	 	[Euroclear Bank S.A./N.V., as Operator of the Euroclear System, or any successor securities clearing agency]
	

 	
 	

[CLEARSTREAM]
	

 	
 	

By	

 
	 	 	 	










 
 

EXHIBIT D    
  


 
 

FORM OF CERTIFICATE TO BE GIVEN BY BENEFICIAL OWNERS TO
  OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE    
    
    CERTIFICATE    
  




[Insert
title or sufficient description of Securities] 


        This
is to certify that as of the date hereof, no portion of the temporary global Security representing the above-captioned Securities and held by you for our account is beneficially
owned by a United States person or, if any portion thereof held by you for our account is beneficially owned by a United States person, such United States person is a financial institution within the
meaning of Section 1.165-12(c)(1)(v) of the United States Treasury regulations which agrees to comply with Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended and the regulations thereunder, and certifies that either it has provided an Internal Revenue Service Form W-9 or is an exempt recipient as
defined in Section 1.6049-4(c)(1)(ii) of the United States Treasury regulations. 



        As
used herein, "United States person" means any citizen or resident of the United States, any corporation, partnership or other entity created or organized in or under the laws of the
United States and any estate or trust the income of which is subject to United States Federal income taxation regardless of its source, and "United States" means the United States of America
(including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction. 


        We
undertake to advise you by telex if the above statement as to beneficial ownership is not correct on the Interest Payment Date on [Insert Date] as to any such
portion of such temporary global Security. 


        We
understand that this certificate is required in connection with certain tax legislation in the United States. If administrative or legal proceedings are commenced or threatened in
connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such proceedings. 


Dated:
, 20 


[To
be dated on or after the 15th day before the relevant Interest Payment Date] 



	 	 	[Name of Account Holder]
	



	
 	

 	

 
	 	 	 	
 (Authorized Signatory)
	 	 	 	Name:

Title:











        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY 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. 


        THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. TRANSFERS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE. 


        THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE AGREED TO BE BOUND BY THE PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT DATED FEBRUARY 13, 2003 (THE "REGISTRATION
RIGHTS AGREEMENT"), AMONG THE COMPANY AND THE INITIAL PURCHASERS, AS THEREIN DEFINED. THE COMPANY WILL PROVIDE A COPY OF THE REGISTRATION RIGHTS AGREEMENT TO A HOLDER OF THIS SECURITY WITHOUT CHARGE
UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. 


        THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE HOLDER HEREOF,
BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE
ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER
CASE OTHER THAN (1) TO CITY NATIONAL CORPORATION, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) PURSUANT TO
OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO ANY EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES; (B) THE
HOLDER WILL NOTIFY ANY PURCHASER OF SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE, IF THEN APPLICABLE; AND (C) WITH RESPECT TO ANY TRANSFER OF SECURITIES
PURSUANT TO CLAUSE (A)(4), THE HOLDER WILL DELIVER TO CITY NATIONAL CORPORATION AND THE TRUSTEE AN OPINION OF COUNSEL, CERTIFICATES AND OTHER INFORMATION AS THEY MAY REQUIRE TO CONFIRM THAT THE
TRANSFER BY IT COMPLIES WITH THE FOREGOING RESTRICTIONS. 





 



        THESE
SECURITIES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF CITY NATIONAL CORPORATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY. 


 
 

CITY NATIONAL CORPORATION    
    
    5.125% Senior Note Due 2013    
  



	No. 001	 	CUSIP No. 178566AA3





        CITY NATIONAL CORPORATION, a Delaware corporation (herein called the "Company", which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay to 


CEDE & CO.  


or
registered assigns, the principal sum of TWO HUNDRED TWENTY FIVE MILLION DOLLARS ($225,000,000) on February 15, 2013 (the "Maturity Date"), and to pay interest on said principal sum
semiannually on February 15 and August 15 in each year (individually referred to as an "Interest Payment Date" and collectively as the "Interest Payment Dates"), commencing
August 15, 2003, at the rate of 5.125% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months, from February 13, 2003, or from the
most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be the February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date, provided that interest payable on the Maturity Date shall be payable to the Person to whom the principal hereof is payable. In
the event any Interest Payment Date or the Maturity Date is not a Business Day, principal and interest will be paid on the next succeeding Business Day with the same force and effect as if made on
such date and no interest on such payment will accrue from and after such date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to the Holder of this Security not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of any securities exchange upon which the Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in such Indenture. Payment of the principal of and interest on this Security due on the Maturity Date will be made in immediately available funds upon presentation
of this Security, provided that it is presented to the Paying Agent in time for the Paying Agent to make such payment in such funds in accordance with
its normal procedures. For the purposes of this Security, "Business Day" means any day, other than a Saturday or Sunday, on which banking institutions in the City of Los Angeles, California, the City
of New York, New York and any place of Payment for the Securities are open for business. Payment of the principal of and interest on this Security will be made at the office or agency of the Company
maintained for that purpose in The City of New York, New York, and if this Security is no longer held in global form, in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however, that, at the option of the Company, payment of interest (other than interest
payable on the Maturity Date) may be paid by check 


2





 


mailed to the address of the Person entitled thereto as such address shall appear in the Security Register at the close of business on the Regular Record Date. 



        Pursuant
to the Registration Rights Agreement dated February 13, 2003 (the "Registration Rights Agreement") among the Company and the initial purchasers party thereto, the Company
is obligated to consummate an exchange offer pursuant to which the holder of this Security shall, subject to the conditions set forth in the Registration Rights Agreement, have the right to exchange
this Security for a New Security, which has been registered under the Securities Act, in like principal amount and having identical terms as the Securities (other than as set forth in the Registration
Rights Agreement). Capitalized terms used in this paragraph and the following paragraph but not defined in these paragraphs have the meanings assigned to them in the Registration Rights Agreement. 



        In
the event that (i) on or prior to the 120th calendar day after the date hereof (or, if such day is not a Business Day, the Business Day thereafter), neither the Exchange Offer
Registration Statement nor the Shelf Registration Statement is filed with the Securities and Exchange Commission (the "Commission"), (ii) on or prior to the 210th calendar day after the date
hereof (or, if such day is not a Business Day, the first Business Day thereafter), neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective,
(iii) on or prior to the 45th calendar day after the date of effectiveness of the Exchange Offer Registration Statement, the Registered Exchange Offer has not been consummated (provided no
Shelf Registration Statement is required or requested to be filed), or (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared
effective, such Registration Statement ceases to be effective or usable in connection with resales of Securities or New Securities, as applicable, at any time that the Company is obligated to maintain
the effectiveness thereof pursuant to the Registration Rights Agreement (each, a "Registration Default"), the per annum interest rate borne by the Securities and the New Securities affected thereby
shall be increased by one-quarter of one percent (0.25%) per annum immediately following such Registration Default and payable pursuant to Section 5.04 of the Indenture. Upon
(w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement after the 120-day period described in clause (i) above, (x) the
effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement after the 210-day period described in clause (ii) above, (y) the consummation
of the Registered Exchange Offer after the 45-day period described in clause (iii) above, or (z) receipt of notice by the Holders of the Securities or the New Securities, as
applicable, from the Company that the applicable Registration Statement or related Prospectus is once again effective or usable following an event described in clause (iv) above, the interest
rate borne by the Securities or the New Securities, as applicable, from the date of such filing, effectiveness, consummation or notice, as the case may be, shall be reduced to the original interest
rate if the Company is otherwise in compliance with this paragraph; provided, however, that, if after
any such reduction in interest rate, a different Registration Default occurs, the interest rate shall again be increased pursuant to the foregoing provisions. 


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


3





 

        IN
WITNESS WHEREOF, the Company has caused this Security to be duly executed. 



	 	 	CITY NATIONAL CORPORATION
	

 	
 	

By	

 
	 	 	 	
 Title:
	

 	
 	

ATTEST:
	

 	
 	

By:	

 
	 	 	 	
 Title:




 
 

CERTIFICATE OF AUTHENTICATION    
  


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



	U.S. BANK NATIONAL ASSOCIATION

    as Trustee	 
	

By:	
 	

 	

 
	 	 	
 Authorized Officer	 
	

Date: February 13, 2003




4





 
[REVERSE OF SECURITY]  


        This
Security is one of a duly authorized issue of notes of the series designated above of the Company (herein called the "Securities"), issued and to be issued under an indenture dated
as of February 13, 2003 for senior debt securities (the "Indenture"), between CITY NATIONAL CORPORATION and U.S. BANK NATIONAL ASSOCIATION, to which the Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate
principal amount equal to $225,000,000 as of the date of this Security. In addition, the Company may from time to time without the consent of the Holders of Securities create and issue further
securities having the same terms and conditions as the Securities in all respects (or in all respects except for the issue date and issue price) and so that such further issue shall be consolidated
and form a single series with the outstanding securities of this issue (including the Securities) or upon such terms as the Company may determine at the time of their issue. References herein
to the Securities include (unless the context requires otherwise) any other securities issued as described in this paragraph and forming a single series with the Securities. 


        Where
the Indenture or this Security provides for notice to the Holder of this Security of any event, such notice shall be sufficiently given if in writing and mailed, first class,
postage prepaid, to the Holder of this Security at his address 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 the Holder of this Security 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 Holder of this Security is given
by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to the Holder of this Security shall affect the sufficiency of such notice with respect to other Holders of
the Securities. 


        This
Security may not be redeemed, in whole or in part, prior to the Maturity Date. This Security is not subject to any sinking fund. 


        This
Security shall have the benefit of the covenants and agreements set forth in the Indenture. 


        If
an Event of Default with respect to the Securities shall occur and be continuing, the principal of all the Securities may be declared due and payable in the manner and with the effect
provided in the Indenture. 


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


        As
provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding, judicial or otherwise, with respect to
the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder has 


5





 




previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than a majority in principal amount of the
Outstanding Securities of this series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder, such Holder or
Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity has failed to institute such proceeding, and no direction inconsistent with such written request has been given to the Trustee during such
60-day period by the Holders of a majority in principal amount of the Outstanding Securities of this series. The foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of principal of, premium, if any, and interest on this Security on or after the respective due dates expressed herein. 



        No
reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company which is absolute and unconditional to pay
the principal of premium, if any, and interest on this Security at the times, places and rate, and in the coin or currency herein and in the Indenture prescribed. 


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


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


        The
Securities are issuable in the form of one or more Global Securities and shall be exchangeable for definitive Securities only in the circumstances specified in Section 3.05 of
the Indenture (other than the tenth paragraph thereof). The Depositary for the Securities shall be The Depository Trust Company. 


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


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


        This
Security shall be construed in accordance with and governed by the laws of the State of New York. 


        All
terms not defined herein shall have the respective meanings ascribed to them in the Indenture referred to herein. 


        Unless
the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under such Indenture, this Security shall not be entitled to any benefits under
such Indenture or be valid or obligatory for any purpose. 


6








   [FORM OF ASSIGNMENT]  


        For
value received                        hereby sell(s), assign(s) and transfer(s)
unto                        (please insert social security or other identifying number of assignee) the within Security,
and hereby irrevocably constitutes and appoints                        attorney to transfer the said Security on the books of the
Company, with full power of substitution in the premises. 


        In
connection with any transfer of the within Security occurring prior to the second anniversary of the date of original issuance of such Security, the undersigned confirms that such
Security is being transferred: 



	(1)	 	[    ]    	 	To City National Corporation; or
	(2)	 	[    ]    	 	So long as this Security is eligible for resale pursuant to Rule 144A under the Securities Act, to a person whom the seller reasonably believes is a Qualified Institutional Buyer within the meaning of Rule 144A,
purchasing for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or other transfer is being made in reliance on Rule 144A; or
	(3)	 	[    ]    	 	Pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act; or
	(4)	 	[    ]    	 	Pursuant to any exemption from registration under the Securities Act; or
	(5)	 	[    ]    	 	Pursuant to an effective Registration Statement under the Securities Act.





        Unless
one of the boxes above is checked, the Trustee will refuse to register any of the within Notes in the name of any person other than the registered holder thereof (or hereof);  provided, however, that the
Trustee may, in its sole discretion, register the transfer of such Notes if it has received such certifications, legal
opinions and/or other information as the Company has required to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, as amended. 


        In
addition, if box (4) above is checked, the holder must furnish to the Trustee certifications, legal opinions or other information as it or the Company may require to confirm
that such transfer is being made pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended. 



	Dated:	 	    
	 	 
	

  


	
 	

 
	

 Signature(s)	
 	

 





        Signature(s)
must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature
guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. 



	
 Signature Guarantee	 	 




7






  



 
 

SCHEDULE OF INCREASES OR DECREASES    
  


        The initial principal amount of this Global Security is U.S. $225,000,000. The following increases or decreases in this Global Security have been made: 



	Date of Exchange
 
	 	Amount of increase in Principal Amount of this Global Security
	 	Amount of decrease in Principal Amount of this Global Security
	 	Principal Amount of this Global Note following such increase or decrease
	 	Signature of authorized signatory of Trustee

	 	 	 	 	 	 	 	 	 




8









QuickLinks


Exhibit 4(d)



TABLE OF CONTENTS


CROSS-REFERENCE TABLE


ARTICLE ONE Definitions and Other Provisions of General Application


ARTICLE TWO Security Forms

ARTICLE THREE The Securities


ARTICLE FOUR Redemption of Securities

ARTICLE FIVE Covenants


ARTICLE SIX Holders' Lists and Reports by Trustee and Company

ARTICLE SEVEN Remedies


ARTICLE EIGHT The Trustee


ARTICLE NINE Supplemental Indentures

ARTICLE TEN Consolidation, Merger, Conveyance or Transfer

ARTICLE ELEVEN Satisfaction and Discharge

ARTICLE TWELVE Immunity of Incorporators, Stockholders, Officers and Directors

ARTICLE THIRTEEN Sinking Funds



ARTICLE FOURTEEN Repayment at the Option of Holders

ARTICLE FIFTEEN Meetings of Holders of Securities

ARTICLE SIXTEEN Miscellaneous


EXHIBIT A

FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED TO RECEIVE BEARER SECURITY CERTIFICATE



EXHIBIT B

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND CLEARSTREAM IN CONNECTION WITH THE EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL SECURITY CERTIFICATE



EXHIBIT C

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND CLEARSTREAM TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE CERTIFICATE



EXHIBIT D

FORM OF CERTIFICATE TO BE GIVEN BY BENEFICIAL OWNERS TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE CERTIFICATE



CITY NATIONAL CORPORATION 5.125% Senior Note Due 2013

CERTIFICATE OF AUTHENTICATION


SCHEDULE OF INCREASES OR DECREASES