EXHIBIT
4.A


























Colorado
Interstate Gas Company








and








Harris
Trust and Savings Bank, Trustee











INDENTURE




Dated
as of June 27, 1997















Senior
Debt Securities



































TABLE OF
      CONTENTS
                  PageRecitals of the Company
                  1ARTICLE
      1
                      
                      Definitions
      And Incorporation By ReferenceSection
      1.01
                  
                  Definitions.
                  1Section
      1.02
                  
                  Incorporation
      by Reference of Trust Indenture Act.
                  7Section
      1.03
                  
                  Rules
      of Construction.
                  7ARTICLE
      2
                      The
      SecuritiesSection
      2.01
                  
                  Form
      of Securities.
                  8Section
      2.02
                  
                  Title
      and Terms.
                  8Section
      2.03
                  
                  Execution
      and Authentication.
                  11Section
      2.04
                  
                  Registrar
      and Paying Agent.
                  13Section
      2.05
                  
                  Paying
      Agent to Hold Money In Trust.
                  13Section
      2.06
                  
                  Securityholder
      Lists.
                  13Section
      2.07
                  
                  Transfer
      and Exchange.
                  14Section
      2.08
                  
                  Replacement
      Securities.
                  15Section
      2.09
                  
                  Outstanding
      Securities.
                  16Section
      2.10
                  
                  Treasury
      Securities.
                  16Section
      2.11
                  
                  Temporary
      Securities.
                  16Section
      2.12
                  
                  Cancellation.
                  17Section
      2.13
                  
                  Defaulted
      Interest.
                  17Section
      2.14
                  
                  Persons
      Deemed Owners.
                  17ARTICLE
      3A
                      
                      RedemptionSection
      3A.01.
                  
                  Right
      of Redemption.
                  17Section
      3A.02.
                  
                  Applicability
      of Article.
                  18Section
      3A.03.
                  
                  Election
      to Redeem; Notice to Trustee.
                  18Section
      3A.04.
                  
                  Selection
      by Trustee of Securities to be Redeemed.
                  18Section
      3A.05.
                  
                  Notice
      of Redemption.
                  18Section
      3A.06.
                  
                  Deposit
      of Redemption Price.
                  19Section
      3A.07.
                  
                  Securities
      Payable on Redemption Date.
                  19Section
      3A.08.
                  
                  Securities
      Redeemed in Part.
                  20
 ARTICLE
      3B
                      
                      Sinking
      FundSection
      3B.01
                  
                  Sinking
      Fund Payments.
                  20Section
      3B.01
                  
                  Satisfaction
      of Sinking Fund Payments with Securities.
                  20Section
      3B.01
                  
                  Redemption
      of Securities for Sinking Fund.
                  20ARTICLE
      4
                          
                          CovenantsSection
      4.01
                  
                  Payment
      of Securities.
                  21
 Section
      4.02
                    
                    Maintenance
      of Office or Agency.
                    21Section
      4.03
                    
                    Corporate
      Existence.
                    22Section
      4.04
                    
                    Liquidation.
                    22Section
      4.05
                    
                    Compliance
      Certificate.
                    23Section
      4.06
                    
                    SEC
      Reports.
                    23Section
      4.07
                    
                    Waiver
      of Stay, Extension or Usury Laws.
                    23Section
      4.08
                    
                    Restrictions
      on Liens.
                    24Section
      4.09
                    
                    Restrictions
      on Sales and Leasebacks.
                    25ARTICLE
      5
                        
                        Successor
      CorporationSection
      5.01
                    
                    When
      Company May Merge, etc.
                    25Section
      5.02
                    
                    Successor
      Corporation Substituted.
                    26ARTICLE
      6
                        
                        Default
      And RemediesSection
      6.01
                    
                    Events
      of Default.
                    26Section
      6.02
                    
                    Acceleration.
                    27Section
      6.03
                    
                    Other
      Remedies.
                    28Section
      6.04
                    
                    Waiver
      of Past Defaults.
                    28Section
      6.05
                    
                    Control
      by Majority.
                    29Section
      6.06
                    
                    Limitation
      on Suits.
                    29Section
      6.07
                    
                    Rights
      of Holders to Receive Payment.
                    29Section
      6.08
                    
                    Collection
      Suit by Trustee.
                    29Section
      6.09
                    
                    Trustee
      May File Proofs of Claim.
                    30Section
      6.10
                    
                    Priorities.
                    30Section
      6.11
                    
                    Undertaking
      for Costs.
                    31
  
 ARTICLE
      7
                          
                          TrusteeSection
      7.01
                    
                    Duties of
      Trustee.
                    31Section
      7.02
                    
                    Rights
      of Trustee.
                    32Section
      7.03
                    
                    Individual
      Rights of Trustee.
                    33Section
      7.04
                    
                    Trustee’s
      Disclaimer.
                    33Section
      7.05
                    
                    Notice of
      Defaults.
                    33Section
      7.06
                    
                    Reports by
      Trustee to Holders.
                    33Section
      7.07
                    
                    Compensation
      and Indemnity.
                    34Section
      7.08
                    
                    Replacement
      of Trustee.
                    34Section
      7.09
                    
                    Successor
      Trustee by Merger, etc.
                    35Section
      7.10
                    
                    Eligibility;
      Disqualification.
                    35Section
      7.11
                    
                    Preferential
      Collection of Claims Against Company.
                    35ARTICLE
      8
                        
                        Discharge
      Of IndentureSection
      8.01
                    
                    Termination
      of Company’s Obligations.
                    36Section
      8.02
                    
                    Application
      of Trust Money.
                    37Section
      8.03
                    
                    Repayment
      to Company.
                    37Section
      8.04
                    
                    Reinstatement.
                    37Section
      8.05
                    
                    Indemnity
      for U.S. Government Obligations.
                    38
 ARTICLE
      9
                      
                      Amendments,
      Supplements And WaiversSection
      9.01
                  
                  Without
      Consent of Holders.
                  38Section
      9.02
                  
                  With
      Consent of Holders.
                  39Section
      9.03
                  
                  Compliance
      with Trust Indenture Act.
                  40Section
      9.04
                  
                  Revocation
      and Effect of Consents.
                  40Section
      9.05
                  
                  Notation
      On or Exchange of Securities.
                  40Section
      9.06
                  
                  Trustee
      to Sign Amendments, etc.
                  40ARTICLE
      10
                      
                      MiscellaneousSection
      10.01
                  
                  Trust
      Indenture Act Controls.
                  41Section
      10.02
                  
                  Notices.
                  41Section
      10.03
                  
                  Communications
      by Holders With Other Holders.
                  42Section
      10.04
                  
                  Certificate
      and Opinion as to Conditions Precedent.
                  42Section
      10.05
                  
                  Statements
      Required in Certificate or Opinion.
                  42Section
      10.06
                  
                  Rules
      by Trustee, Paying Agent, Registrar.
                  42Section
      10.07
                  
                  Legal
      Holidays.
                  43Section
      10.08
                  
                  Governing
      Law.
                  43Section
      10.09
                  
                  No
      Adverse Interpretation of Other Agreements.
                  43Section
      10.10
                  
                  No
      Recourse Against Others.
                  43Section
      10.11
                  
                  Successors.
                  43Section
      10.12
                  
                  Duplicate
      Originals.
                  43Section
      10.13
                  
                  Separability.
                  43Section
      10.14
                  
                  Action
      of Holders when Securities are Denominated in Different
      Currencies.
                  43Section
      10.15
                  
                  Monies
      of Different Currencies to be Segregated.
                  44Section
      10.16
                  
                  Payment
      to be in Proper Currency.
                  44


Signatures 45


Exhibit
A – Form of Security A-1


__________


NOTE:
            This Table of
      Contents shall not, for any purpose, be deemed to be a part of this
      Indenture.





INDENTURE, dated as
of June 27, 1997 between Colorado Interstate Gas Company, a Delaware corporation
(the “Company”), and Harris Trust and Savings Bank, as Trustee (the
“Trustee”).




Recitals
of the Company




The Company has duly authorized the
execution and delivery of this Indenture to provide for the issuance from time
to time of its unsecured notes, debentures or other evidences of indebtedness
(collectively, the “Securities”), to be issued from time to time in one or more
series (a “Series”) as provided in this Indenture and as shall be provided, in
respect of any Series, in or pursuant to the Authorizing Resolution hereinafter
referred to and/or in the indenture supplemental hereto (if any) relating
to such Series.




ARTICLE
1




Definitions
And Incorporation By Reference


Section
1.01  Definitions.




“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 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.




“Agent” means any
Registrar, Paying Agent or co-Registrar.




“Attributable Debt”
means, with respect to any Sale and Leaseback Transaction as of any particular
time, the present value (discounted at the rate of interest implicit in the
terms of the lease) of the obligations of the lessee under such lease for net
rental payments during the remaining term of the lease (including any period for
which such lease has been extended or may, at the option of the Company, be
extended).




“Authorizing
Resolution” means a Board Resolution providing for the issuance of a Series of
Securities.




“Bankruptcy Law”
shall have the meaning provided in Section 6.01.




“Board of
Directors” means the Board of Directors of the Company or any duly authorized
committee of the Board.




“Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors and
to be in full force and effect on the date of such certification, and delivered
to the Trustee (except as provided in Section 2.03).




“Business Day”
means a day that is not a Legal Holiday.







“Capital Stock”
means, with respect to any person, any and all shares, interests, participations
or other equivalents (however designated) of corporate stock of such person
other than Mandatory Redemption Preferred Stock.




“Capitalized Lease
Obligation” means Indebtedness represented by obligations under a lease that is
required to be capitalized for financial reporting purposes in accordance with
generally accepted accounting principles and the amount of such Indebtedness
shall be the capitalized amount of such obligations determined in accordance
with such principles.




“Company” means the
party named as such in this Indenture until a successor replaces it pursuant to
this Indenture and thereafter means the successor.




“Company Request”
and “Company Order” mean, respectively, a written request or order signed in the
name of the Company by two Officers of the Company or by an Officer and the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, and
delivered to the Trustee in respect of the Series to which the Company Request
or Company Order shall relate.




“Consolidated Net
Tangible Assets” means the total assets appearing on a consolidated balance
sheet of the Company and its Subsidiaries less, without duplication: (i) current
liabilities; (ii) reserves for estimated rate refunds pending the outcome of a
rate proceeding to the extent such refunds have not been finally determined;
(iii) all intangible assets; and (iv) deferred income tax assets.




“Consolidated
Subsidiary” means a Subsidiary which for financial reporting purposes is
accounted for by the Company as a consolidated subsidiary.




“Corporate Trust
Office” or other similar term means the principal office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
office at the date hereof is located at 111 West Monroe Street, Chicago,
Illinois 60603; the Trustee will notify the Company of any change
thereof.




“Custodian” shall
have the meaning provided in Section 6.01.




“Default” means any
event which is, or after notice or passage of time or both would become, an
Event of Default.




“Depository” means,
with respect to the Securities of any Series issuable or issued in the form of
one or more Global Securities, the Person designated as Depository by the
Company pursuant to Section 2.02, initially The Depository Trust Company, until
a successor Depository shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Depository” shall mean or include
each person who is then a Depository hereunder, and, if at any time there is
more than one such person, “Depository” as used with respect to the Securities
of any such Series shall mean the Depository with respect to the Global
Securities of such Series.




“Event of Default”
shall have the meaning provided in Section 6.01.




2


“Extendible
Securities” means Securities of any Series issued hereunder the final maturity
of which is extendible for a stated period of time, as shall be provided in, or
pursuant to, the Authorizing Resolution and/or supplemental indenture (if any)
relating to such Series.




“Funded Debt” means
all Indebtedness maturing one year or more from the date of the creation
thereof, all Indebtedness directly or indirectly renewable or extendible, at the
option of the debtor, by its terms or by the terms of any instrument or
agreement relating thereto, to a date one year or more from the date of the
creation thereof, and all Indebtedness under a revolving credit or similar
agreement obligating the lender or lenders to extend credit over a period of one
year or more, even though such Indebtedness may also conform to the definition
of Short-Term Borrowing.




“Global Security”
means a Security evidencing all or a part of a Series of Securities issued to
and registered in the name of the Depository for such Series, or its nominee, in
accordance with Section 2.02, and bearing the legend prescribed in Section
2.03.




“Holder” or
“Securityholder” means, with respect to any Security, the person in whose name
such Security is registered on the Security Register.




“Indebtedness”
means (i) any liability of any person (a) for borrowed money, (b) evidenced by a
note, debenture or similar instrument (including a purchase money obligation)
given in connection with the acquisition of any property or assets (other than
inventory or similar property acquired in the ordinary course of business),
including securities, or (c) for the payment of money relating to a Capitalized
Lease Obligation; (ii) any guarantee by any person of any liability of others
described in the preceding clause (i); and (iii) any amendment, renewal,
extension or refunding of any liability of the types referred to in clauses (i)
and (ii) above.




“Indenture” means
this Indenture as amended or supplemented from time to time and shall include
the forms and terms of particular Series of Securities established as
contemplated hereunder.




“Interest Payment
Date” means, for any Series of Securities issued and outstanding hereunder, the
date or dates in each year on which any interest on such Series is paid or made
available for payment.




“Legal Holiday”
shall have the meaning provided in Section 10.07.




“Lien” means any
mortgage, lien, pledge, charge, or other security interest or encumbrance of any
kind.




“Mandatory
Redemption Preferred Stock” means, with respect to any person, any and all
shares of preferred stock of such person now outstanding or hereafter issued,
subject to mandatory redemption provisions.




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




3


“Maturity Date”
means the date specified in each Security on which the principal thereof is due
and payable in full.




“Officer” means the
Principal Executive Officer, Principal Financial Officer or Principal Accounting
Officer of the Company.




“Officers’
Certificate” means a certificate signed by two Officers or by an Officer and the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
of the Company and delivered to the Trustee. See Sections 10.04 and
10.05.




“Opinion of
Counsel” means a written opinion from legal counsel who is acceptable to the
Trustee. The counsel may be an employee of or counsel to the Company. See
Sections 10.04 and 10.05.




“Original Issue
Date” means the date on which a Security is issued to the original purchaser
thereof, as specified in such Security.




“Original Issue
Discount Securities” means Securities which provide for an amount less than 100%
of the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 6.02.




“Paying Agent”
shall have the meaning provided in Section 2.04, except that for the purposes of
Article 8 and Section 4.04 the Paying Agent shall not be the Company or any
Subsidiary.




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




“principal” of a
debt security means the principal of the security plus, when appropriate, the
premium, if any, on. the
security.




“Principal Domestic
Property of the Company” shall mean any property, plant, equipment or facility
of the Company which is located in the United States or any territory or
political subdivision thereof, except any property which the Board of Directors
or management of the Company shall determine to be not material to the business
or operations of the Company and its Subsidiaries, taken as a
whole.




“Redeemable
Securities” means Securities of any Series which may be redeemed, at the option
of the Company, prior to the Stated Maturity thereof, on the terms specified in
or pursuant to the Authorizing Resolution and/or supplemental indenture relating
to such Series and in accordance with Article 3A herein.




“Redemption Date”
when used with respect to any Security of any Series to be redeemed means the
date fixed for such redemption by or pursuant to the provisions of such
Security, this Indenture and the Authorizing Resolution and/or supplemental
indenture (if any) relating to such Security.




4


“Redemption Price”
when used with respect to any Security of any Series to be redeemed means the
price at which it is to be redeemed pursuant to the provisions of such Security,
this Indenture and the Authorizing Resolution and/or supplemental indenture
relating to such Security.




“Registrar” shall
have the meaning provided in Section 2.04.




“Regular Record
Date” means, for the interest payable on any Interest Payment Date in respect of
any Series of Securities, except as provided in, or pursuant to, the Authorizing
Resolution and/or supplemental indenture (if any) relating thereto, the day
(whether or not a Business Day) that is fifteen days preceding the applicable
Interest Payment Date.




“Required Currency”
shall have the meaning provided in Section 10.16.




“Sale and Leaseback
Transaction” shall have the meaning provided in Section 4.09.




“SEC” means the
Securities and Exchange Commission.




“Securities” means
the Securities, as amended or supplemented from time to time pursuant to the
terms of this Indenture, of the Company of any Series that are issued under this
Indenture.




“Security Register”
shall have the meaning provided in Section 2.04.




“Series” means,
with respect to Securities issued hereunder, the Securities issued pursuant to
any particular Authorizing Resolution and/or supplemental indenture (if any),
subject to the right of the Board of Directors to specify in such Authorizing
Resolution and/or supplemental indenture (if any) that such Securities shall
constitute more than one Series.




“Short-Term
Borrowing” means all Indebtedness in respect of borrowed money maturing on
demand or within one year from the date of the creation thereof and not directly
or indirectly renewable or extendible, at the option of the debtor, by its terms
or by the terms of any instrument or agreement relating thereto, to a date one
year or more from the date of the creation thereof; provided,that Indebtedness in
respect of borrowed money arising under a revolving credit or similar agreement
which obligates the lender or lenders to extend credit over a period of one year
or more shall constitute Funded Debt and not Short-Term Borrowing even though
the same matures on demand or within one year from the date as of which such
Short-Term Borrowing is to be determined.




“Significant
Subsidiary” means a Subsidiary, including its Subsidiaries, which meets any of
the following conditions:




(a)
            the Company’s
      and its other Subsidiaries’ investments in and advances to the Subsidiary
      exceed 10 percent of the total assets of the Company and its Subsidiaries
      consolidated as of the end of any two of the three most recently completed
      fiscal years; or




5


(b)
            the Company’s
      and its other Subsidiaries’ proportionate share of the total assets of the
      Subsidiary exceeds 10 percent of the total assets of the Company and its
      Subsidiaries consolidated as of the end of any two of the three most
      recently completed fiscal years; or




(c)
            the Company’s
      and its other Subsidiaries’ equity in the income from continuing
      operations before income taxes, extraordinary items and cumulative effect
      of a change in accounting principles of the Subsidiary exceeds 10 percent
      of such income of the Company and its Subsidiaries consolidated as of the
      end of any two of the three most recently completed fiscal
      years.




“Sinking Fund”
means, with respect to any Sinking Fund Securities, a sinking fund provided for
in Article 3B.




“Sinking Fund
Securities” means Securities of any Series which are required to be redeemed
from time to time prior to the Stated Maturity thereof in whole or in part under
a Sinking Fund, on the terms specified in the Authorizing Resolution and/or
supplemental indenture (if any) relating to such Series and in accordance with
Article 3B herein.




“Special Record
Date” shall have the meaning provided in Section 2.13.




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




“Subsidiary” means
(i) a corporation a majority of whose Capital Stock with voting power, under
ordinary circumstances, to elect directors is at the time, directly or
indirectly, owned by the Company, by the Company and a Subsidiary (or
Subsidiaries) of the Company or by a Subsidiary (or Subsidiaries) of the Company
or (ii) any other person (other than a corporation) in which the Company, a
Subsidiary (or Subsidiaries) of the Company or the Company and a Subsidiary (or
Subsidiaries) of the Company, directly or indirectly, at the date of
determination thereof has at least majority ownership interest; provided,that no corporation
shall be deemed a Subsidiary until the Company, a Subsidiary (or Subsidiaries)
of the Company or the Company and a Subsidiary (or Subsidiaries) of the Company
acquires more than 50% of the outstanding voting stock thereof and has elected a
majority of its board of directors.




“TIA” means the
Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in effect on the
date of this Indenture except as provided in Section 9.03.




“Trustee” means the
party named as such in this Indenture until a successor replaces it in
accordance with the provisions of this Indenture and thereafter means and
includes the person or 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 Officer”
means any officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.




6


“U.S. Government
Obligations” shall have the meaning provided in Section 8.01.




“Yield to Maturity”
means, with respect to any Series of Securities, the yield to maturity thereof,
calculated at the time of issuance thereof, or, if applicable, at the most
recent redetermination of interest thereon, and calculated in accordance with
accepted financial practice.




Section
1.02  Incorporation
by Reference of Trust Indenture Act.




Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture. The following TIA terms used in
this Indenture have the following meanings:




“Commission” means
the SEC;




“indenture
securities” means the Securities;




“indenture security
holder” means a Securityholder;




“indenture to be
qualified” means this Indenture;




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




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




All other TIA terms
used in this Indenture that are defined by the TIA, defined by TIA reference to
another statute or defined by SEC rule and not otherwise defined herein have the
meanings assigned to them therein.




Section
1.03  Rules
of Construction.




Unless the context
otherwise requires:




(1)  a term has the
meaning assigned to it;




(2)  an accounting term
not otherwise defined has the meaning assigned to it in accordance with
generally accepted accounting principles in effect in the United States, and any
other reference in this Indenture to “generally accepted accounting principles”
refers to generally accepted accounting principles in effect in the United
States;




(3)  “or” is not
exclusive;




(4)  words in the
singular include the plural, and words in the plural include the
singular,




(5)  provisions apply to
successive events and transactions;




7


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




(7)  “include,”
“included,” and “including” as used herein shall be deemed in each case to be
followed by the phrase “without limitation.”




ARTICLE
2




The
Securities


Section
2.01  Form
of Securities.




The Securities of
each Series and the certificate of authentication thereon shall be in
substantially the forms set forth in Exhibit A or in such other forms as shall
be specified in, or pursuant to, the Authorizing Resolution and/or in the
indenture supplemental hereto (if any) relating to such Series, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or the said Authorizing Resolution
and/or supplemental indenture (if any).




The definitive
Securities of each Series shall be printed, lithographed or engraved or produced
by any combination of these methods on steel engraved borders or may be produced
in any other manner permitted by the rules of any securities exchange on which
the Securities may be listed, or, if they shall not be listed on any securities
exchange, in any other manner consistent herewith, all as shall be determined by
the officers executing such Securities, as evidenced by their execution of such
Securities. The Securities may have notations, legends or endorsements required
by law, stock exchange rule or usage. The Company shall approve the form of the
Securities and any notation, legend or endorsement on them.




The terms and
provisions contained in the Securities, annexed hereto as Exhibit A or such
other forms as specified in the Authorizing Resolution and/or supplemental
indenture (if any) relating thereto, shall constitute, and are hereby expressly
made, a part of this Indenture.




Section
2.02  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 in one or more Series. The terms of each Series shall be as provided
in an Authorizing Resolution and/or supplemental indenture (if any) or shall be
determined in the manner specified therein. The terms to be specified in respect
of each Series in the Authorizing Resolution and/or supplemental indenture (if
any), or by such person and/or procedures as shall be provided therein, shall
include the following:




(1)  the title of the
Securities of such Series, which shall distinguish such Series from all other
Series;




8


(2)  any limit upon the
aggregate principal amount of the Securities of such Series which may be
authenticated and delivered under this Indenture (except for Securities of such
Series authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08,
2.11, 3A.08 or 9.05);




(3)  the date or dates
on which the principal of the Securities of such Series is payable, and, if the
Series shall be Extendible Securities, the terms on which the Company or any
other person shall have the option to extend the Maturity of such Securities and
the rights, if any, of the Holders to require payment of the
Securities;




(4)  the rate or rates
at which the Securities of such Series shall bear interest, if any (whether
floating or fixed), the provisions, if any, for determining such interest rate
or rates and adjustments thereto, the date or dates from which such interest
shall accrue, the provisions, if any, for determining such date or dates, the
Interest Payment Dates therefor and the Regular Record Dates (if different from
those provided in the form of Security herein set forth) for the determination
of Holders of the Securities of such Series to whom interest is payable and the
basis upon which interest, if any, shall be calculated if other than that of a
360-day year of twelve 30-day months;




(5)  the place or places
where the principal of and interest on Securities of such Series shall be
payable (if other than as provided in Section 4.02), where Securities of such
Series may be surrendered for registration of transfer or exchange and where
notices or demands to or upon the Company in respect of Securities of such
Series and this Indenture may be served;




(6)  the price or prices
at which, the period or periods within which and the terms and conditions upon
which the Securities of such Series may be redeemed, in whole or in part, at the
option of the Company, pursuant to a Sinking Fund or otherwise;




(7)  the obligation, if
any, of the Company to redeem, purchase or repay Securities of such Series, in
whole or in part, pursuant to a Sinking Fund or otherwise or at the option of a
Holder thereof, and the price or prices at which, the period or periods within
which and the terms and conditions upon which such redemption, purchase or
repayment shall be made;




(8)  any deletions from,
modifications of or additions to the Events of Default provided for herein with
respect to the Securities of such Series, and any deletions from, modifications
of or additions to the covenants or obligations provided for herein of the
Company to the Holders of the Securities of such Series;




(9)  if less than 100%
of the principal amount of the Securities of such Series is payable on
acceleration under Section 6.02 or in bankruptcy under Section 6.09 at any time,
a schedule of or the manner of computing the amounts which are so payable from
time to time;




9


(10)  the form of the
Securities of such Series (which may be, but which need not be, consistent with
the form set forth in Exhibit A attached hereto), including whether the
Securities of such Series shall be issued in whole or in part in the form of one
or more Global Securities and, in such case, the Depository with respect to such
Global Security or Securities and the circumstances under which any Global
Security may be registered for transfer or exchange, or authenticated and
delivered, in the name of a Person other than such Depository or its nominee, if
other than as set forth in Section 2.07;




(11)  if other than
United States dollars, the currency(ies) in which payment of the principal of or
interest, if any, on the Securities of such Series shall be
payable;




(12)  if the principal of
or interest, if any, on the Securities of such Series is to be payable, at the
election of the Company or a Holder thereof, in a currency or currencies other
than that in which the Securities are stated to be payable, the period or
periods within which, and the terms and conditions upon which, such election may
be made;




(13)  if the amount of
payments of principal of or interest, if any, on the Securities of such Series
may be determined with reference to an index based on a currency or currencies
other than that in which the Securities are stated to be payable, the manner in
which such amounts shall be determined;




(14)  whether and under
what circumstances the Company will pay any additional amounts on the Securities
of such Series in respect of any tax, assessment or governmental charge and, if
so, whether the Company will have the option to redeem the Securities of such
Series in lieu of making such payment;




(15)  any provision
relating to the issuing of the Securities of such Series as Original Issue
Discount Securities (including, without limitation, the issue price thereof, the
rate or rates at which such original issue discount shall accrue, if any, and
the date or dates from or to which, or period or periods during which, such
original issue discount shall accrue at such rate or rates;




(16)  if other than
denominations of $1,000 and any integral multiple thereof, the denominations in
which Securities of such Series shall be issued; and




(17)  any other terms of
the Securities of such Series; provided,that such other
terms shall not be inconsistent with any express terms of this Indenture or in
conflict with any express terms of any other Series of Securities which shall be
issued and outstanding.




All Securities of
any one Series shall be substantially identical in form except as to
denomination and except as may be otherwise provided in and pursuant to the
Authorizing Resolutions and/or supplemental indenture (if any) relating thereto.
All Securities of any one Series need not be issued at the same time and may be
issued from time to time, consistent with this Indenture, if so provided by or
pursuant to such Authorizing Resolutions and/or supplemental indenture (if any)
relating thereto.




10


Any such
Authorizing Resolution with respect to the Securities of any Series filed with
the Trustee on or before the initial issuance of the Securities of such Series
shall be incorporated herein by reference with respect to Securities of such
Series and shall thereafter be deemed to be a part of this Indenture for all
purposes relating to the Securities of such Series as if such Authorizing
Resolution were set forth herein in full.




Section
2.03  Execution
and Authentication.




Two Officers or an
Officer and the Secretary of the Company shall sign the Securities for the
Company by manual or facsimile signature. The Company’s seal shall be reproduced
on the Securities and may be in facsimile form.




If an Officer or a
Secretary whose signature is on a Security no longer holds that office at the
time the Trustee authenticates the Security, the Security shall be valid
nevertheless.




A Security shall
not be valid until the Trustee manually signs the certificate of authentication
on the Security. The signature shall be conclusive evidence that the Security
has been authenticated under this Indenture.




At any time and
from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any Series executed by the Company to the
Trustee, together with a Company Order for the authentication and delivery of
such Securities. The Company Order may provide that the Securities which are the
subject thereof shall be authenticated and delivered by the Trustee upon the
telephonic, written or other order of persons designated in the Company Order,
and that such persons are authorized to specify the terms and conditions of such
Securities, to the extent permitted by the Authorizing Resolution and/or
supplemental indenture (if any) relating thereto. The Trustee shall execute and
deliver the supplemental indenture (if any) relating to said Securities and the
Trustee shall authenticate and deliver said Securities as specified in such
Company Order, providedthat, prior to authentication and delivery of the first Securities of any
Series, the Trustee shall have received:




(1)  a copy of the
Authorizing Resolution, with a copy of the form of Security approved thereby
attached thereto, or a supplemental indenture in respect of the issuance of the
Series, executed on behalf of the Company;




(2)  an Officers’
Certificate to the effect that the Securities of such Series comply or will
comply with the requirements of this Indenture and the said Authorizing
Resolution and/or supplemental indenture (if any);




(3)  an Opinion of
Counsel (a) to the effect that (i) the Securities of such Series, the
Authorizing Resolution and/or the supplemental indenture (if any) relating
thereto comply or will comply with the requirements of this Indenture, and
(ii) the Securities of such Series, when authenticated and delivered by the
Trustee in accordance with the said Company Order, will constitute valid and
binding obligations of the Company enforceable in accordance with their terms,
subject to (A) bankruptcy and other laws affecting creditors’ rights generally
as in effect from time to time, (B) limitations of generally applicable
equitable principles and (C) other exceptions acceptable to the Trustee and its
counsel; and (b) relating to such other matters as may reasonably be
requested by the Trustee or its counsel; and




11


(4)  if the Securities
to be issued are Original Issue Discount Securities, an Officers’ Certificate
setting forth the Yield to Maturity for the Securities or other information
sufficient to compute amounts due on acceleration, or specifying the manner in
which such amounts are to be determined, provided that such Yield to Maturity
and other facts are not specified in the form of the Securities.




Subject to Section
7.01 hereof, the Trustee shall be fully protected in relying upon the documents
delivered to it as provided above in connection with the issuance of any Series
of Securities.




The Trustee shall
have the right to decline to authenticate and deliver any Securities under this
Section 2.03 if the Trustee, being advised by counsel, determines that such
action may not lawfully be taken or if the Trustee in good faith by a committee
of its Trust Officers shall determine that such action would expose the Trustee
to liability to Holders of previously issued and outstanding
Securities.




Each Security shall
be dated the date of its authentication unless otherwise specified in the
Authorizing Resolution and/or supplemental indenture relating
thereto.




The Trustee may
appoint an authenticating agent reasonably acceptable to the Company to
authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate of the Company




The Securities of
each Series shall be issuable only in registered form without coupons and only
in denominations of $1,000 and any integral multiple thereof, or in such other
currencies or denominations as may be specified in, or pursuant to, the
Authorizing Resolution and/or supplemental indenture (if any) relating to the
Series.




If Securities of
any Series are to be issued in the form of one or more Global Securities, then
the Company shall deliver such Global Security or Securities executed by the
Company to the Trustee, together with a Company Order for the authentication and
delivery of such Global Security or Securities, and the Trustee shall, in
accordance with this Section 2.03 and such Company Order, authenticate and
deliver such Global Security or Securities that (i) shall represent and shall be
denominated in an amount equal to the aggregate principal amount of all of the
Securities of such Series to be issued in the form of such Global Security or
Securities and not yet cancelled, (ii) shall be registered in the name of the
Depository for such Global Security or Securities or the nominee of such
Depository, (iii) shall be delivered by the Trustee to such Depository or
pursuant to such Depository’s instructions and (iv) shall bear a legend
substantially to the following effect: “Unless and until this Security is
exchanged in whole or in part for Securities in certificated form, this Security
may not be transferred except as a whole by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or its nominee to a successor
Depository or its nominee.”




12


Each Depository
designated must, at the time of its designation and at all times while it serves
as Depository, be a clearing agency registered under the Securities Exchange Act
of 1934, as amended, and any other applicable statute or
regulation.




Section
2.04  Registrar
and Paying Agent.




The Company shall
cause to be kept a register (the “Security Register”) at an office or agency
where Securities may be presented for registration of transfer or for exchange
(“Registrar”) and an office or agency where Securities may be presented for
payment (“Paying Agent”). The Company may have one or more co-Registrars and one
or more additional paying agents. The term “Paying Agent” includes any
additional paying agent.




The Company shall
enter into an appropriate agency agreement with any Agent not a party to this
Indenture. The agreement shall implement the provisions of this Indenture that
relate to such Agent. The Company shall give prompt written notice to the
Trustee of the name and address of any such Agent and the Trustee shall have the
right to inspect the Security Register at all reasonable times and to obtain
copies thereof. If the Registrar shall not be the Trustee in respect of any
Series, the Company shall promptly notify the Registrar as to the amounts and
terms of each Security of such Series which shall be authenticated and delivered
hereunder, and as to the names in which such Securities shall be registered. If
the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act
as such and shall be entitled to appropriate compensation therefor pursuant to
Section 7.07.




The Company
initially appoints Bank of Montreal Trust Company as Registrar and Paying
Agent.




Section
2.05  Paying
Agent to Hold Money In Trust.




Each Paying Agent
shall hold in trust for the benefit of Securityholders or the Trustee all money
held by the Paying Agent for the payment of principal of or interest on the
Securities (whether such money has been paid to it by the Company or any other
obligor on the Securities), and shall notify the Trustee of any default by the
Company (or any other obligor on the Securities) in making any such payment. If
the Company or a Subsidiary acts as Paying Agent, it shall segregate the money
and hold it as a separate trust fund. The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee and account for any
funds disbursed and the Trustee may at any time during the continuance of any
payment default, upon written request to a Paying Agent, require such Paying
Agent to pay all money held by it to the Trustee and to account for any funds
disbursed. Upon doing so the Paying Agent shall have no further liability for
the money.




Section
2.06  Securityholder
Lists.




The Trustee shall
preserve in as current a form as is reasonably practicable the most recent list
furnished to it of the names and addresses of Securityholders. If the Trustee is
not the Registrar, the Company shall furnish to the Trustee ten days before each
Interest Payment Date and at such other times as the Trustee may request in
writing a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Holders of Securities of any Series and
the Company shall otherwise comply with Section 312(a) of the TIA.




13


The Trustee shall
be entitled to rely upon a certificate of the Registrar, the Company or such
other Paying Agent, as the case may be, as to the names and addresses of the
Holders of Securities of any Series and the principal amounts and serial numbers
of such Securities.




Section
2.07  Transfer
and Exchange.




When Securities are
presented to the Registrar or a co-Registrar with a request to register the
transfer or to exchange them for an equal principal amount of Securities of the
same Series and Stated Maturity of other authorized denominations, the Registrar
shall register the transfer or make the exchange as requested if its
requirements for such transactions are met. To permit registrations of transfers
and exchanges, the Company shall execute and the Trustee shall authenticate
Securities at the Registrar’s request. No service charge shall be made to any
Holder for any registration of transfer or exchange, but the Company or the
Trustee may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such
transfer taxes or similar governmental charge payable upon exchanges pursuant to
Section 2.11, 3A.08 or 9.05 in which case such transfer taxes or similar
governmental charges shall be paid by the Company).




The Company shall
not be required (i) to issue, register the transfer of or exchange any Security
of any Series during a period beginning at the opening of the day which is 15
Business Days before the day of the mailing of a notice of redemption of
Securities of such Series selected for redemption under Section 3A.04 or 3B.01
and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for redemption in
whole or in part, except, in the case of any Security to be redeemed in part,
the portion thereof not to be redeemed.




Notwithstanding any
other provision of this Section 2.07, unless and until it is exchanged in whole
or in part for Securities, a Global Security representing all or part of the
Securities of a Series may not be transferred except as a whole by the
Depository for such Series to a nominee of such Depository or by a nominee of
such Depository to such Depository or another nominee of such Depository or by
such Depository or any such nominee to a successor Depository for such Series or
a nominee of such successor Depository.




If at any time the
Depository for any Securities of a Series represented by one or more Global
Securities notifies the Company that it is unwilling or unable to continue as
Depository for such Series or if at any time the Depository for such Series
shall no longer be eligible under Section 2.03, the Company shall appoint a
successor Depository with respect to such Series. If a successor Depository for
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 that the Securities be represented by one or more Global Securities
pursuant to Section 2.02 shall no longer be effective and the Company shall
deliver Securities of such Series executed by the Company to the Trustee,
together with a Company Order for the authentication and delivery of such
Securities, and the Trustee shall, in accordance with Section 2.03 and such
Company Order, authenticate and deliver Securities of such Series, in any
authorized denominations, 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.




14


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 a Global Security or Securities. In such event the Company shall
deliver Securities of such Series executed by the Company to the Trustee,
together with a Company Order for the authentication and delivery of such
Securities, and the Trustee shall, in accordance with Section 2.03 and such
Company Order, authenticate and deliver Securities of such Series, in any
authorized denominations, 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 in the Authorizing Resolution and/or supplemental indenture (if any)
relating to the Securities of a Series represented by a Global Security, the
Depository for such Series may surrender such Global Security in exchange in
whole or in part for Securities of the same Series on such terms as are
acceptable to the Company and the Depository. Thereupon, the Company shall
deliver Securities of such Series executed by the Company to the Trustee,
together with a Company Order for the authentication and delivery of such
Securities, and the Trustee shall, in accordance with Section 2.03 and such
Company Order, authenticate and deliver, without charge,




(1)  to the person
specified by such Depository, a new Security or Securities of the same Series,
in any authorized denominations as requested by such person, in an aggregate
principal amount equal to and in exchange for such person’s beneficial interest
in the Global Security; and




(2)  to such Depository
a new Global Security in a denomination equal to the difference, if any, between
the principal amount of the surrendered Global Security and the aggregate
principal amount of Securities authenticated and delivered pursuant to clause
(1) above.




Upon the exchange
of a Global Security for the Securities of a Series represented thereby, in
authorized denominations, such Global Security shall be cancelled by the Trustee
or an Agent of the Company or the Trustee. Securities of a Series issued in
exchange for a Global Security pursuant to this Section 2.07 shall be registered
in such names and in such authorized denominations as the Depository for such
Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee or an Agent of the Company
or the Trustee. The Trustee or such Agent shall deliver at its office such
Securities to or as directed by the persons in whose names such Securities are
so registered.




Section
2.08  Replacement
Securities.




If a mutilated
Security is surrendered to the Trustee or if the Holder of a Security claims
that the Security has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee shall authenticate a replacement Security of like
tenor, Series and principal amount, bearing a number not assigned to any
Security of the same Series then outstanding, if the Trustee’s requirements are
met. If required by the Trustee or the Company, an indemnity bond must be
sufficient in the judgment of the Trustee to protect the Company, the Trustee or
any Agent from any loss which any of them may suffer if a Security is replaced.
The Company may charge such Holder for its expenses in replacing a
Security.




15


Every replacement
Security is an additional obligation of the Company.




Section
2.09  Outstanding
Securities.




Securities, or
Securities of any particular Series, outstanding at any time are all such
Securities that have been authenticated and delivered by the Trustee except for
those cancelled by it, those delivered to it for cancellation and those
described in this Section as not outstanding. A Security does not cease to be
outstanding because the Company or one of its Affiliates holds the
Security.




If a Security is
replaced pursuant to Section 2.08, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Security is held by
a bona fide purchaser.




If the Trustee or
Paying Agent (other than the Company or a Subsidiary) holds on the Maturity Date
or Redemption Date money sufficient to pay Securities payable on such date, then
on and after that date such Securities cease to be outstanding and interest on
them ceases to accrue; providedthat, 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.




Section
2.10  Treasury
Securities.




In determining
whether the Holders of the required principal amount of Securities of any Series
have concurred in any direction, waiver or consent (a) the principal amount of
an Original Issue Discount Security, if any, of such Series that shall be deemed
to be outstanding for such purposes shall be the amount that would be due and
payable as of the date of determination upon a declaration of acceleration
thereof pursuant to Section 6.02 and (b) Securities of such Series owned by the
Company or an Affiliate of the Company shall be disregarded, except that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, waiver or consent, only Securities of such Series which the
Trustee actually knows are so owned shall be so disregarded. Upon the request of
the Trustee, the Company shall furnish to the Trustee an Officers’ Certificate
identifying all Securities of such Series, if any, known by the Company to be
owned by it or any of its Affiliates.




Section
2.11  Temporary
Securities.




Until definitive
Securities of any Series are ready for delivery, the Company may prepare and
execute and, upon compliance with the requirements of Section 2.03, the Trustee
shall authenticate temporary Securities of such Series. Temporary Securities of
any Series shall be substantially in the form of definitive Securities of such
Series but may have variations that the Company considers appropriate for
temporary Securities. In the case of Securities of any Series, such temporary
Securities may be in global form. Except in the case of temporary Global
Securities (which shall be exchanged as otherwise provided herein or as
otherwise provided in or pursuant to an Authorizing Resolution and/or
supplemental indenture, (if any), without unreasonable delay, the Company shall
prepare and the Trustee shall authenticate definitive Securities for such Series
in exchange for temporary Securities of such Series in an exchange pursuant to
Section 2.07.




16


Section
2.12  Cancellation.




The Company at any
time may deliver Securities to the Trustee for cancellation. The Registrar and
the Paying Agent shall forward to the Trustee any Securities surrendered to them
for transfer, exchange or payment. The Trustee and no one else shall cancel all
Securities surrendered for transfer, exchange, payment or cancellation or for
credit against any Sinking Fund Payment in respect of such Series pursuant to
Section 3B.02. The Company may not issue new Securities to replace Securities it
has paid or delivered to the Trustee for cancellation.




Section
2.13  Defaulted
Interest.




If the Company
defaults in a payment of interest on the Securities of any Series, it shall pay
the defaulted interest, plus any interest payable on the defaulted interest, to
the persons who are Holders of such Securities on a subsequent special record
date (“Special Record Date”) and such term, as used in this Section 2.13 with
respect to the payment of any defaulted interest, shall mean the fifteenth day
next preceding the date fixed by the Company for the payment of defaulted
interest, whether or not such day is a Business Day. At least 15 days before the
Special Record Date, the Company shall mail to each holder of such Securities a
notice that states the Special Record Date, the payment date and the amount of
defaulted interest to be paid.




Section
2.14  Persons
Deemed Owners.




The Company, the
Trustee and any Agent may treat the person in whose name any Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of and (subject to Section 2.13) interest on such Security and for all
other purposes whatsoever, whether or not such Security shall have matured, and
neither the Company, the Trustee nor any Agent shall be affected by any notice
to the contrary.




ARTICLE
3A




Redemption


Section
3A.01  Right
of Redemption.




Redeemable
Securities may be redeemed otherwise than through the operation of the Sinking
Fund provided for in Article 3B at the election of the Company at the times, on
the conditions and at the Redemption Prices specified therein, in (or pursuant
to) the Authorizing Resolution relating thereto or in the supplemental indenture
(if any) executed in connection with the issuance of such Securities to the
extent provided therein, any Redemption Price to be accompanied by accrued
interest to the Redemption Date.




17


Section
3A.02  Applicability
of Article.




Redemption of
Securities at the election of the Company or otherwise, as permitted or required
by any provision referred to in Section 3A.01, shall be made in accordance with
such provision and this Article.




Section
3A.03  Election
to Redeem; Notice to Trustee.




The election of the
Company to redeem any Securities of any Series shall be evidenced by a Board
Resolution or set forth in an Officers’ Certificate which states that such
election has been duly authorized by all requisite corporate action on the part
of the Company. In case of any redemption at the election of the Company of less
than all of the Securities of such 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), notify the Trustee of such Redemption Date and
of the principal amount of Securities of the Series or the several Series, as
the case may be, to be redeemed. In the case of any redemption of Securities
prior to the expiration of any restriction on such redemption provided in the
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers’ Certificate evidencing compliance with such
restriction.




Section
3A.04  Selection
by Trustee of Securities to be Redeemed.




If less than all
the Securities of any Series are to be redeemed, the particular Securities of
such Series to be redeemed shall be selected not more than 90 days prior to the
Redemption Date by the Trustee, from the outstanding Securities of such Series
not previously called for redemption, in compliance with the requirements of the
principal national securities exchange, if any, on which such Securities are
listed or, if the Securities are not listed on a national securities exchange,
on a pro rata basis or
by lot, as the Trustee deems appropriate in its sole discretion. The Trustee may
select for redemption portions (equal to the minimum authorized denomination of
the Series or any integral multiple thereof) of the principal amount of such
Securities of a denomination larger than such minimum denomination. If the
Company shall so specify, Securities held by the Company or any of its
Subsidiaries or Affiliates shall not be included in the Securities selected for
redemption.




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




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




Section
3A.05  Notice
of Redemption.




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




18


All notices of
redemption shall state:




(1)  the Redemption
Date;




(2)  the Redemption
Price;




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




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




(5)  that the redemption
is for a Sinking Fund, if such is the case; and




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




Notice of
redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name of
and at the expense of the Company.




Section
3A.06  Deposit
of Redemption Price.




On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 2.05) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) any accrued interest on, all the Securities or portions thereof
which are to be redeemed on that date.




Section
3A.07  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
thereof and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest. Upon surrender of any such Security for redemption in
accordance with said notice such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date; provided, however,that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities registered as such on
the relevant Regular or Special Record Date according to their terms and the
provisions of such Security and Section 2.13.




If any Security
called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall, until paid or duly provided for, bear interest
from the Redemption Date at the rate borne by the Security or, in the case of
Original Issue Discount Securities, at a rate equal to the Yield to Maturity
thereof.




19


Section
3A.08  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 maintained for that purpose pursuant to Section 4.02 (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing), 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, of any authorized denomination 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
3B




Sinking
Fund


Section
3B.01  Sinking
Fund Payments.




As and for a
Sinking Fund for the retirement of Sinking Fund Securities, the Company will,
until all such Securities are paid or payment thereof is duly provided for,
deposit in accordance with Section 3A.06, at such times and subject to such
terms and conditions as shall be specified in the provisions of such Securities
and the Authorizing Resolution and/or supplemental indenture (if any) relating
thereto, such amounts in cash or such other Required Currency as shall be
required or permitted under such provisions in order to redeem Securities on the
specified Redemption Dates at a Redemption Price equal to their principal
amounts, less in each such case the amount of any credit against such payment
received by the Company under Section 3B.02. Each such Sinking Fund payment
shall be applied to the redemption of Securities on the specified Redemption
Date as herein provided.




Section
3B.02  Satisfaction
of Sinking Fund Payments with Securities.




The Company (1) may
deliver Securities of the same Series (other than any Securities of such Series
previously called for redemption pursuant to the Sinking Fund or theretofore
applied as a credit against a Sinking Fund payment) and (2) may apply as a
credit Securities of the same Series redeemed at the election of the Company
pursuant to Section 3A.01 or through the operation of the Sinking Fund in any
period in excess of the minimum amount required for such period under Section
3B.01 and not theretofore applied as a credit against a Sinking Fund payment, in
each case in satisfaction of all or any part of any Sinking Fund payment
required to be made pursuant to Section 3B.01. Each such Security so delivered
or applied shall be credited for such purpose by the Trustee at a Redemption
Price equal to its principal amount or, in the case of an Original Issue
Discount Security, its then accreted value, and the required amount of such
Sinking Fund payment in respect of such Series shall be reduced
accordingly.




Section
3B.03  Redemption
of Securities for Sinking Fund.




20


If in any year the
Company shall elect to redeem in excess of the minimum principal amount of
Securities of any Series required to be redeemed pursuant to Section 3B.01 or to
satisfy all or any part of any Sinking Fund payment by delivering or crediting
Securities of the same Series pursuant to Section 3B.02, then at least 45 days
prior to the date on which the Sinking Fund payment in question shall be due,
the Company shall deliver to the Trustee an Officers’ Certificate specifying the
amount of the Sinking Fund payment and the portions thereof which are to be
satisfied by payment of cash or such other Required Currency, by delivery of
Securities of such Series or by crediting Securities of such Series, and, at
least 45 days prior to the Sinking Fund payment date (or such shorter period as
shall be approved by the Trustee), will also deliver to the Trustee the
Securities of such Series to be so delivered. Such Officers’ Certificate shall
also state that the Securities forming the basis of any such credit do not
include any Securities which have been redeemed through the operation of the
Sinking Fund in the minimum amount required under Section 3B.01 or previously
credited against any Sinking Fund payment. The Trustee shall, upon the receipt
of such Officers’ Certificate (or, if it shall not have received such an
Officers’ Certificate at least 45 days prior to the Sinking Fund payment date,
then following such 45th day), select the Securities of such Series to be
redeemed upon the next Sinking Fund payment date, in the manner specified in
Section 3A.04, 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
3A.05. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 3A.06, 3A.07
and 3A.08.




ARTICLE
4




Covenants


Section
4.01  Payment
of Securities.




The Company shall
pay the principal of and interest on the Securities of each Series on the dates
and in the manner provided in the Securities and in this Indenture. An
installment of principal or interest shall be considered paid on the date due if
the Trustee or Paying Agent (other than the Company or a Subsidiary) holds on
that date money designated for and sufficient to pay the
installment.




The Company shall
pay interest on overdue principal at the respective rates borne by such
Securities or, in the case of Original Issue Discount Securities, at rates equal
to the respective Yields to Maturity thereof; it shall pay interest on overdue
installments of interest at the respective rates borne by such Securities to the
extent lawful.




Section
4.02  Maintenance
of Office or Agency.




Except as otherwise
provided in the Authorizing Resolutions and/or supplemental indenture (if any)
relating to any Series, the Company will maintain in The City of New York, an
office or agency where Securities may be surrendered for registration of
transfer or exchange or for presentation for payment and where notices and
demands to or upon the Company in respect to the Securities and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office.




21


The Company may
also from time to time designate one or more other offices or agencies where the
Securities of any Series or a particular Series may be presented or surrendered
for any or all such purposes and may from time to time rescind such
designations; provided,that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in The City of New
York, 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.




The Company hereby
initially designates Bank of Montreal Trust Company in The City of New York, as
an agency of the Company in accordance with Section 2.04.




Section
4.03  Corporate
Existence.




Subject to Article
5 and Section 4.04, the Company will do or cause to be done all things necessary
to preserve and keep in full force and effect its corporate existence and the
rights (charter and statutory) and material franchises of the Company; provided, however,that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors or management of the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries, taken as a whole, and if the loss thereof is
not, and will not be, adverse in any material respect to the
Holders.




Section
4.04  Liquidation.




The Board of
Directors or the stockholders of the Company may not adopt a plan of liquidation
which provides for, contemplates or the effectuation of which is preceded by (i)
the sale, lease, conveyance or other disposition of all or substantially all of
the assets of the Company otherwise than substantially as an entirety (Article 5
of this Indenture being the Article which governs any such sale, lease,
conveyance or other disposition substantially as an entirety) and (ii) the
distribution of all or substantially all of the proceeds of such sale, lease,
conveyance or other disposition and of the remaining assets of the Company to
the holders of Capital Stock of the Company, unless the Company shall in
connection with the adoption of such plan make provisions for, or agree that
prior to making any liquidating distributions it will make provisions for, the
satisfaction of the Company’s obligations hereunder and under the Securities of
each Series as to the payment of principal and interest. The Company shall be
deemed to make provision for such payments only if (a) the Company delivers in
trust to the Trustee or Paying Agent (other than the Company or a Subsidiary)
(i) in the case of any Securities of any Series denominated in United States
dollars, an amount of cash sufficient to pay principal of and interest on such
outstanding securities at their respective Stated Maturities or U.S. Government
Obligations in an aggregate principal amount equal to the unpaid principal
amount of such Securities and having maturities and interest payment dates that
shall coincide, as nearly as may be practicable, with the dates that the
principal of and interest on such Securities are due and (ii) in the case
of any Securities of any Series denominated in any currency other than United
States dollars, an amount of the Required Currency sufficient to pay principal
of and interest on such outstanding Securities at their respective Stated
Maturities or (b) there is an express assumption of the due and punctual payment
of the Company’s obligations hereunder and under the Securities of each Series
and the performance and observance of all covenants and conditions to be
performed by the Company hereunder, by the execution and delivery of a
supplemental indenture in form satisfactory to the Trustee by a person which
acquires or will acquire (otherwise than pursuant to a lease) a portion of the
assets of the Company, and which person will have assets (immediately after the
acquisition) and aggregate net earnings (for such person’s four full fiscal
quarters immediately preceding the acquisition) equal to not less than the
assets of the Company (immediately preceding the acquisition) and the aggregate
net earnings of the Company (for its four full fiscal quarters immediately
preceding such acquisition), respectively, and which is organized and existing
under the laws of the United States, any State thereof or the District of
Columbia; provided, however,that the Company shall not make any liquidating distribution until after
the Company shall have certified to the Trustee with an Officers’ Certificate
and an Opinion of Counsel at least five days prior to the making of any
liquidating distribution that it has complied with the provisions of this
Section 4.04.




22


Section
4.05  Compliance
Certificate.




The Company shall
deliver to the Trustee within 90 days after the end of each fiscal quarter of
the Company an Officers’ Certificate stating whether or not the signers know of
the existence of any Default or Event of Default by the Company and whether all
of the conditions and covenants of the Company are being complied with
regardless of any period of grace or requirement of notice provided under the
Indenture. If they do know of such a Default or Event of Default, the
certificate shall describe the Default or Event of Default, as the case may be,
and its status. The first Officers’ Certificate to be delivered pursuant to this
Section 4.05 shall be for the fiscal quarter ending immediately after the
Original Issue Date.




Section
4.06  SEC
Reports.




The Company shall
file with the Trustee within 15 days after it files them with the SEC copies of
the annual and quarterly reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the SEC may by
rules and regulations prescribe) which the Company is required to file with the
SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended. The Company also shall comply with the other provisions of TIA §
314(a).




Section
4.07  Waiver
of Stay, Extension or Usury Laws.




The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, plead, or in any manner whatsoever claim or take the benefit
or advantage of, any stay or extension law or any usury law or other law, which
would prohibit or forgive the Company from paying all or any portion of the
principal of and/or interest on the Securities of any Series as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may
affect the covenants or the performance of this Indenture; and (to the extent
that it may lawfully do so) the Company 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.




23


Section
4.08  Restrictions
on Liens.




The Company will
not incur, create, assume or otherwise become liable in respect of any
Indebtedness secured by a Lien, or guarantee any Indebtedness with a guarantee
which is secured by a Lien, on any Principal Domestic Property of the Company or
any shares of stock or Indebtedness of any Significant Subsidiary, without
effectively providing that the Securities of each Series (together with, if the
Company shall so determine, any other Indebtedness of the Company then existing
or thereafter created ranking equally with the Securities of each Series) shall
be secured equally and ratably with (or, at the option of the Company, prior to)
such secured Indebtedness, so long as such secured Indebtedness shall be so
secured; provided, however,that this Section 4.08 shall not apply to Indebtedness secured
by:




(1)  Liens existing on
the date of this Indenture;




(2)  Liens in favor of
governmental bodies to secure progress, advance or other payments;




(3)  Liens existing on
property, shares of stock or Indebtedness at the time of acquisition thereof
(including acquisition through lease, merger or consolidation) or Liens to
secure the payment of all or any part of the purchase price thereof or the cost
of construction, installation, renovation, improvement or development thereon or
thereof or to secure any Indebtedness incurred prior to, at the time of, or
within 360 days after the later of the acquisition, completion of such
construction, installation, renovation, improvement or development or the
commencement of full operation of such property or within 360 days after the
acquisition of such shares or Indebtedness for the purpose of financing all or
any part of the purchase price thereof;




(4)  Liens securing
Indebtedness in an aggregate amount which, at the time of incurrence and
together with all outstanding Attributable Debt in respect of Sale and Leaseback
Transactions permitted by clause (y) of the second paragraph of Section 4.09,
does not exceed ten percent of the Consolidated Net Tangible Assets of the
Company;




(5)  Liens to secure
Indebtedness other than Funded Debt; and




(6)  any extension,
renewal or replacement (or successive extensions, renewals or replacements), as
a whole or in part, of any Lien referred to in the foregoing clauses (1) to (5)
inclusive; provided,that such extension, renewal or replacement of such Lien is limited to
all or any part of the same property, shares of stock or Indebtedness that
secured the Lien extended, renewed or replaced (plus improvements on such
property), and that such secured Indebtedness at such time is not
increased.




If at any time the
Company shall incur, create, assume or otherwise become liable in respect of any
Indebtedness secured by a Lien, or guarantee any Indebtedness with a guarantee
which is secured by a Lien, on any Principal Domestic Property of the Company or
any shares of stock or Indebtedness of any Significant Subsidiary other than as
permitted under clauses (1) through (6) of this Section 4.08, the Company shall
promptly deliver to the Trustee (i) an Officers’ Certificate stating that the
covenant of the Company to secure the Securities equally and ratably with such
secured Indebtedness pursuant to this Section 4.08 has been complied with and
(ii) an Opinion of Counsel that such covenant has been complied with and that
any instruments executed by the Company in performance of such covenant comply
with the requirements of such covenant.




24


Section
4.09  Restrictions
on Sales and Leasebacks.




The Company will
not sell or transfer any Principal Domestic Property of the Company, with the
Company taking back a lease of such Principal Domestic Property of the Company
(a “Sale and Leaseback Transaction”), unless (i) such Principal Domestic
Property of the Company is sold within 360 days from the date of acquisition of
such Principal Domestic Property of the Company or the date of the completion of
construction or commencement of full operations on such Principal Domestic
Property of the Company, whichever is later, or (ii) the Company, within 120
days after such sale, applies or causes to be applied to the retirement of
Funded Debt of the Company or any Subsidiary (other than Funded Debt of the
Company which by its terms or the terms of the instrument pursuant to which it
was issued is subordinate in right of payment to the Securities of each Series)
an amount not less than the greater of (A) the net proceeds of the sale of such
Principal Domestic Property of the Company or (B) the fair value (as determined
in any manner approved by the Board of Directors) of such Principal Domestic
Property of the Company.




The provisions of
this Section 4.09 shall not prevent a Sale and Leaseback Transaction (x) if the
lease entered into by the Company in connection therewith is for a period,
including renewals, of not more than 36 months or (y) if the Company would, at
the time of entering into such Sale and Leaseback Transaction, be entitled,
without equally and ratably securing the Securities, to create or assume a Lien
on such Principal Domestic Property of the Company securing Indebtedness in an
amount at least equal to the Attributable Debt in respect of such Sale and
Leaseback Transaction pursuant to clause (4) of Section 4.08.




ARTICLE
5




Successor
Corporation


Section
5.01  When
Company May Merge, etc.




The Company shall
not consolidate with or merge with or into any other corporation or transfer all
or substantially all of its properties and assets as an entirety to any person,
unless:




(1)  either the Company
shall be the continuing person, or the person (if, other
than the Company) formed by such consolidation or into which the Company is
merged or to which all or substantially all of the properties and assets of the
Company as an entirety are transferred shall be a corporation organized and
existing under the laws of the United States or any State thereof or the
District of Columbia and shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, all the obligations of the Company under the Securities of each Series
and this Indenture;




25


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




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




Notwithstanding the
foregoing, any Subsidiary may consolidate with, merge with or into or transfer
all or part of its properties and assets to the Company or any other Subsidiary
or Subsidiaries.




Section
5.02  Successor
Corporation Substituted.




Upon any
consolidation or merger, or any transfer of all or substantially all of the
properties and assets of the Company in accordance with Section 5.01, the
successor corporation formed by such consolidation or into which the Company is
merged or to which such transfer is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor corporation had been named as the
Company herein.




ARTICLE
6




Default
And Remedies


Section
6.01  Events
of Default.




An “Event of
Default” occurs if, with respect to any Series of Securities, unless it is
either inapplicable to a particular Series or it is specifically deleted or
modified in the Authorizing Resolution and/or supplemental indenture (if any) in
respect of such Series, and upon any other events which may be specified as
Events of Default in the Authorizing Resolution and/or supplemental indenture
(if any) in respect of such Series:




(1)  the Company
defaults in the payment of interest on any Securities of such Series when the
same becomes due and payable and the default continues for a period of 30
days;




(2)  the Company
defaults in the payment of the principal of any Securities of such Series when
the same becomes due and payable at its Maturity or otherwise or defaults in the
deposit of any Sinking Fund installment in respect of such Series, when and as
payable by the terms of Section 3B.01 hereof;




(3)  the Company fails
to comply with any of its other agreements contained in the Securities of such
Series or this Indenture (other than an agreement relating exclusively to
another Series of Securities) and the default continues for the period and after
the notice specified below;




26


(4)  the Company
pursuant to or within the meaning of any Bankruptcy Law:




(A)  commences a
voluntary case or proceeding,




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




(C)  consents to the
appointment of a Custodian of it or for all or substantially all of its
property, or




(D)  makes a general
assignment for the benefit of its creditors; or




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




(A)  is for relief
against the Company in an involuntary case or proceeding,




(B)  appoints a
Custodian of the Company for all or substantially all of its properties,
or




(C)  orders the
liquidation of the Company, and in each case the order or decree remains
unstayed and in effect for 60 days.




The term
“Bankruptcy Law” means Title 11, U.S. Code or any similar Federal or state law
for the relief of debtors. The term “Custodian” means any receiver, trustee,
assignee, liquidator, sequestrator or similar official under any Bankruptcy
Law.




A Default under
clause (3) is not an Event of Default until the Trustee notifies the Company, or
the Holders of at least 25% in principal amount of the outstanding Securities of
such Series notify the Company and the Trustee, of the Default and the Company
does not cure the Default within 60 days after receipt of the notice. The notice
must specify the Default, demand that it be remedied and state that the notice
is a “Notice of Default.” When a Default is cured, it ceases. Such notice shall
be given by the Trustee if so requested by the Holders of at least 25% in
principal amount of the Securities of such Series then outstanding.




Subject to the
provisions of Sections 7.01 and 7.02, the Trustee shall not be charged with
knowledge of any Event of Default unless written notice thereof shall have been
given to a Trust Officer at the corporate trust office of the Trustee by the
Company, the Paying Agent, any Holder or an agent of any Holder.




Section
6.02  Acceleration.




If an Event of
Default (other than an Event of Default specified in Section 6.01(4) or (5))
with respect to Securities of any Series occurs and is continuing, the Trustee
may, by notice to the Company, or the Holders of at least 25% in principal
amount of such Securities of such Series then outstanding may, by notice to the
Company and the Trustee, and the Trustee shall, upon the request of such
Holders, declare all unpaid principal (or, if such Securities are Original Issue
Discount Securities, such portion of the principal amount as may then be payable
on acceleration as provided in the terms thereof) and accrued interest to the
date of acceleration on all such Securities of such Series then outstanding (if
not then due and payable) to be due and payable and, upon any such declaration,
the same shall become and be immediately due and payable. If an Event of Default
specified in Section 6.01(4) or (5) occurs, all unpaid principal (or, if any
Securities are Original Issue Discount Securities, such portion of the principal
amount as may then be payable on acceleration as provided in the terms thereof)
and accrued interest on all Securities of every Series then outstanding shall
ipso facto become and
be immediately due and payable without any declaration or other act on the part
of the Trustee or any Securityholder. Upon payment of such principal amount and
interest, all of the Company’s obligations under such Securities of such Series
and this Indenture with respect to such Securities of such Series, other than
obligations under Section 7.07, shall terminate. The Holders of a majority in
principal amount of the Securities of such Series then outstanding by notice to
the Trustee may rescind an acceleration and its consequences if (i) all existing
Events of Default, other than the non-payment of the principal of the Securities
of such Series which has become due solely by such declaration of acceleration,
have been cured or waived, (ii) to the extent the payment of such interest is
lawful, interest on overdue installments of interest and overdue principal,
which has become due otherwise than by such declaration of acceleration, has
been paid, (iii) the rescission would not conflict with any judgment or decree
of a court of competent jurisdiction and (iv) all payments due to the Trustee
and any predecessor Trustee under Section 7.07 have been made. Anything herein
contained to the contrary notwithstanding, in the event of any acceleration
pursuant to this Section 6.02, the Company shall not be obligated to pay any
premium in connection with any repayment arising from an Event of
Default.




27


Section
6.03  Other
Remedies.




If an Event of
Default occurs and is continuing, the Trustee may pursue any available remedy by
proceeding at law or in equity to collect the payment of principal of or
interest on the Securities of the Series as to which the Event of Default shall
have occurred or to enforce the performance of any provision of such Securities
or the Indenture.




The Trustee may
maintain a proceeding even if it does not possess any of the Securities of the
Series as to which the Event of Default shall have occurred or does not produce
any of them in the proceeding. A delay or omission by the Trustee or any
Securityholder in exercising any right or remedy accruing upon an Event of
Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative to the extent permitted by
law.




Section
6.04  Waiver
of Past Defaults.




Subject to Sections
6.07 and 9.02, the Holders of a majority in principal amount of the outstanding
Securities of a Series by written notice to the Trustee may waive an existing
Default or Event of Default and its consequences, except a Default in the
payment of principal of or interest on any such Security as specified in clauses
(1) and (2) of Section 6.01. When a Default or Event of Default is waived, it is
cured and ceases.




28


Section
6.05  Control
by Majority.




The Holders of a
majority in principal amount of the outstanding Securities of a Series (or, if
more than one Series is affected, of all such Series voting as a single class)
may 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
it. However, the Trustee may refuse to follow any direction that conflicts with
any law or this Indenture that the Trustee determines may be unduly prejudicial
to the rights of another Securityholder, or that may involve the Trustee in
personal liability; providedthat the Trustee may take any other action, deemed
proper by the Trustee which is not inconsistent with such
direction.




Section
6.06  Limitation
on Suits.




A Securityholder
may not pursue any remedy with respect to this Indenture or the Securities of
the applicable Series unless:




(1)  the Holder gives to
the Trustee written notice of a continuing Event of Default;




(2)  the Holders of at
least 25% in principal amount of the outstanding Securities of the Series in
respect of which the Event of Default has occurred make a written request to the
Trustee to pursue a remedy;




(3)  such Holder or
Holders offer to the Trustee indemnity satisfactory to the Trustee against any
loss, liability or expense;




(4)  the Trustee does
not comply with the request within 60 days after receipt of the request and the
offer of indemnity; and




(5)  during such 60-day
period the Holders of a majority in principal amount of the outstanding
Securities of such Series do not give the Trustee a direction which, in the
opinion of the Trustee, is inconsistent with the request.




A Holder of
Securities of any Series may not use this Indenture to prejudice the rights of
any other Holders of Securities of that Series or to obtain a preference or
priority over any other Holders of Securities of that Series.




Section
6.07  Rights
of Holders to Receive Payment.




Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
principal of and interest on the Security, on or after the respective due dates
expressed in such Security, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.




Section
6.08  Collection
Suit by Trustee.




If an Event of
Default in payment of interest or principal specified in Section 6.01(1) or (2)
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Company or any other obligor on the
Securities of the Series in respect of which the Event of Default has occurred
for the whole amount of principal and accrued interest remaining unpaid,
together with interest overdue on principal or, in the case of Original Issue
Discount Securities, the then accreted value, and to the extent that payment of
such interest is lawful, interest on overdue installments of interest, in each
case at the rate per annum borne by such Securities or, in the case of Original
Issue Discount Securities, at a rate equal to the Yield to Maturity thereof, and
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.




29


Section
6.09  Trustee
May File Proofs of Claim.




The Trustee may
file such proofs of claim and 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 the Securityholders allowed in any judicial
proceedings relative to the Company (or any other obligor upon the Securities),
its creditors or its property and shall be entitled and empowered to collect and
receive any monies or other property payable or deliverable on any such claims
and to distribute the same, and any Custodian in any such judicial proceedings
is hereby authorized by each Securityholder 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 Securityholders, 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 7.07. Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Securityholder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities of any Series or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Securityholder in any such
proceeding.




Section
6.10  Priorities.




If the Trustee
collects any money or property pursuant to this Article 6 with respect to
Securities of a Series, it shall pay out the money or property in the following
order.




First: to the
Trustee for amounts due under Section 7.07;




Second: to Holders
for amounts due and unpaid on the Securities of such Series in respect of which
monies have been collected for principal and interest, ratably, without
preference or priority of any kind, according to the amounts due and payable on
such Securities for principal and interest, respectively; and




Third: to the
Company.




The Trustee, upon
prior written notice to the Company, may fix a record date and payment date for
any payment to Securityholders pursuant to this Section 6.10.




30


Section
6.11  Undertaking
for Costs.




In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys’ fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07,or a suit by any Holder or
a group of Holders of more than 10% in principal amount of the outstanding
Securities of all Series (or, if the matter in issue does not relate to all
Series of Securities, then the Holders of 10% in principal amount of the
outstanding Securities of all Series to which such issue relates) (treated as a
single class).




ARTICLE
7




Trustee


Section
7.01  Duties
of Trustee.




(a)  The Trustee, except
during the continuance of an Event of Default known to it pursuant to Section
6.01, undertakes to perform such duties and only such duties as are specifically
set forth in this Indenture. If an Event of Default known to the Trustee
pursuant to Section 6.01 has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture and use
the same degree of care and skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of his own
affairs.




(b)  Except during the
continuance of an Event of Default known to the Trustee pursuant to Section
6.01:




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




(2)  in the absence of
bad faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; however, the Trustee shall examine the
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture.




(c)  The Trustee may not
be relieved from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:




(1)  this paragraph does
not limit the effect of paragraphs (a) and (b) of this Section
7.01;




31


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




(3)  the Trustee shall
not be liable with respect to any action it takes or omits to take in good faith
in accordance with a direction received by it pursuant to Section
6.05.




(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.




(e)  Every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), (c) and (d) of this Section 7.01.




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




Section
7.02  Rights
of Trustee.




Subject to Section
7.01:




(a)  the Trustee may
rely on any document believed by it to be genuine and to have been signed or
presented by the proper person; the Trustee need not investigate any fact or
matter stated in the document;




(b)  before the Trustee
acts or refrains from acting, it may require an Officers’ Certificate or an
Opinion of Counsel, which shall conform to Section 10.05; the Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
such certificate or opinion;




(c)  the Trustee may act
through its attorneys and agents and shall not be responsible for the misconduct
or negligence of any agent appointed with due care;




(d)  the Trustee shall
not be liable for any action it takes or omits to take in good faith which it
reasonably believes to be authorized or within its rights or
powers;




(e)  the Trustee may
consult with counsel and the advice or opinion of such counsel as to matters of
law shall be full and complete authorization and protection in respect of any
action taken, omitted or suffered by it hereunder in good faith and in
accordance with the advice or opinion of such counsel; and




32


(f)  the Trustee shall
be under no obligation to exercise any of the rights or powers vested in it by
this Indenture at the request or direction of the Holders, including, without
limitation, the duties, rights and powers specified in Section 6.02 hereof,
unless such Holders have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by the
Trustee in compliance with such request or action.




Section
7.03  Individual
Rights of Trustee.




The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Agent may do the same with like
rights. However, the Trustee is subject to Sections 7.10 and 7.11.




Section
7.04  Trustee’s
Disclaimer.




The Trustee makes
no representation as to the validity or adequacy of this Indenture or the
Securities of any Series, it shall not be accountable for the recitals contained
in this Indenture or for the Company’s use of the proceeds from the Securities
of any Series, and it shall not be responsible for any statement in the
Securities of any Series, or in any prospectus used to sell the Securities of
any Series, other than its certificate of authentication.




Section
7.05  Notice
of Defaults.




If a Default or an
Event of Default occurs and is continuing with respect of any Series of
Securities, and if it is actually known to the Trustee pursuant to Section 6.01
hereof, the Trustee shall mail to each Holder of the Securities of such Series
notice of the Default or Event of Default within 75 days after it occurs. Except
in the case of a Default or an Event of Default in payment of principal of or
interest on any Security or in the payment of any Sinking Fund installment, the
Trustee may withhold such notice if and so long as a committee of its Trust
Officers in good faith determines that withholding the notice is in the interest
of Securityholders.




Section
7.06  Reports
by Trustee to Holders.




The Trustee shall
transmit to the Holder such reports concerning, among other things, the Trustee
and its action under this Indenture as may be required pursuant to the TIA at
the time and in compliance with TIA § 313(a). The Trustee also shall comply with
TIA § 313(b)(2) and 313(c).




A copy of each such
report at the time of its mailing to Securityholders shall be filed with the SEC
and each stock exchange, if any, on which the Securities of any Series are
listed.




The Company shall
notify the Trustee if the Securities of any Series become listed on any stock
exchange.




33


Section
7.07  Compensation
and Indemnity.




The Company shall
pay to the Trustee from time to time such compensation as shall be agreed upon
in writing by the Company and the Trustee. The Trustee’s compensation shall not
be limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable
disbursements, expenses and advances incurred or made by it. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee’s
agents and counsel.




The Company shall
indemnify the Trustee for, and hold it harmless against, any loss or liability
incurred by it in connection with the administration of this trust and its
duties hereunder, including the reasonable expenses of defending itself against
any claim of liability arising hereunder. The Trustee shall notify the Company
promptly of any claim asserted against the Trustee for which it may seek
indemnity. The Company need not pay for any settlement made without its written
consent, which consent shall not be unreasonably withheld. The Company need not
reimburse any expense or indemnify against any loss or liability incurred by the
Trustee through negligence or bad faith.




To secure the
Company’s payment obligations in this Section 7.07, the Trustee shall have a
lien prior to the Securities of each Series on all money or property held or
collected by the Trustee, in its capacity as Trustee, except money or property
held in trust to pay principal of or interest on particular
Securities.




When the Trustee
incurs expenses or renders services after an Event of Default specified in
Section 6.01(4) or (5) occurs, the expenses and the compensation for the
services are intended to constitute expenses of administration under any
Bankruptcy Law.




Section
7.08  Replacement
of Trustee.




The Trustee may
resign by so notifying the Company in writing. The Holders of a majority in
principal amount of the outstanding Securities of all Series (voting as a single
class) may remove the Trustee by so notifying the Trustee in writing and may
appoint a successor Trustee with the Company’s consent. Pursuant to a Company
Order, the Company may remove the Trustee if.




(1)  the Trustee fails
to comply with Section 7.10;




(2)  the Trustee is
adjudged a bankrupt or an insolvent;




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




(4)  the Trustee becomes
incapable of acting.




If the Trustee
resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Company shall promptly appoint a successor Trustee. Within one year
after the successor Trustee takes office, the Holders of a majority in principal
amount of the Securities of all Series (voting as a single class) may appoint a
successor Trustee to replace the successor Trustee appointed by the
Company.




34


A successor Trustee
shall deliver a written acceptance of its appointment to the retiring Trustee
and to the Company. Immediately after that, the retiring Trustee shall transfer,
after payment of all sums then owing to the Trustee pursuant to Section 7.07,
all property and documentation held by it as Trustee to the successor Trustee,
subject to the lien provided in Section 7.07, the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture. A
successor Trustee shall mail notice of its succession to each
Securityholder.




If a successor
Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company or the Holders of at least 10%
in principal amount of the outstanding Securities of all Series (voting as a
single class) may petition any court of competent jurisdiction for the
appointment of a successor Trustee.




If the Trustee
fails to comply with Section 7.10, any Securityholder may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee. Any successor Trustee shall comply with TIA §
310(a)(5).




Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the Company’s
obligations under Section 7.07 shall continue for the benefit of the retiring
Trustee.




Section
7.09  Successor
Trustee by Merger, etc.




If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation, the resulting,
surviving or transferee corporation without any further act shall be the
successor Trustee.




Section
7.10  Eligibility;
Disqualification.




This Indenture
shall always have a Trustee who satisfies the requirements of TIA
§ 310(a)(1). The Trustee shall have a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published annual report of
condition. The Trustee shall comply with TIA § 310(b), including the provision
permitted by the second sentence of TIA § 310(b).




Section
7.11  Preferential
Collection of Claims Against Company.




The Trustee shall
comply with TIA § 311(a), excluding from the operation of § 311(a) any
creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been
removed shall be subject to TIA § 311(a) to the extent indicated.




35


ARTICLE
8




Discharge
Of Indenture


Section
8.01  Termination
of Company’s Obligations.




The Company may
terminate its obligations under the Securities of any Series and this Indenture
with respect to such Series, except those obligations referred to in the
immediately succeeding paragraph, (a) if all Securities of such Series
previously authenticated and delivered (other than destroyed, lost or stolen
Securities of such Series which have been replaced or paid or Securities of such
Series for whose payment money or securities have theretofore been held in trust
and thereafter repaid to the Company, as provided in Section 8.03) have been
delivered to the Trustee for cancellation and the Company has paid all sums
payable by it hereunder, or (b) if, following the date on which the Company
shall have given notice to the Trustee of its intention to defease all of the
Securities of such Series, the Company has irrevocably deposited or caused to be
deposited with the Trustee or a Paying Agent (other than the Company or a
Subsidiary), under the terms of an irrevocable trust agreement in form and
substance satisfactory to the Trustee and any such Paying Agent, as trust funds
in trust solely for the benefit of the Holders for that purpose, (i) in the case
of any Securities of any Series denominated in United States dollars, an amount
of cash sufficient to pay principal of and interest on such outstanding
Securities at their respective Stated Maturities, or direct non-callable
obligations of, or non-callable obligations guaranteed by, the United States of
America for the payment of which guarantee or obligation the full faith and
credit of the United States is pledged, including but not limited to depository
receipts issued by a bank as custodian with respect to any such security held by
the custodian for the benefit of the holder of such depository receipt (“U.S.
Government Obligations”), maturing as to principal and interest in such amounts
and at such times as are sufficient without consideration of any reinvestment of
such interest, to pay principal of and interest on such outstanding Securities
at their respective Stated Maturities and (ii) in the case of any Securities of
any Series denominated in any currency other than United States dollars, an
amount of the Required Currency sufficient to pay principal of and interest on
such outstanding Securities at their respective Stated Maturities; providedthat the Trustee or
such Paying Agent shall have been irrevocably instructed to apply such cash, the
proceeds of such U.S. Government Obligations or the Required Currency, as the
case may be, to the payment of said principal and interest with respect to the
Securities of such Series; and provided further,that if
such irrevocable deposit in trust with the Trustee of cash, U.S. Government
Obligations or the Required Currency, as the case may be, is made on or prior to
one year from the Stated Maturity for payment of principal of the Securities of
the applicable Series, the Company shall have delivered to the Trustee either an
Opinion of Counsel with no material qualifications in form and substance
satisfactory to the Trustee to the effect that Holders of such Securities
(i) will not recognize income, gain or loss for Federal income tax purposes
as a result of such deposit (and the defeasance contemplated in connection
therewith) and (ii) will be subject to Federal income tax on the same amounts
and in the same manner and at the same times as would have been the case if such
deposit and defeasance had not occurred, or an applicable favorable ruling to
that effect received from or published by the Internal Revenue
Service.




Notwithstanding the
foregoing paragraph, the Company’s obligations in Sections 2.04, 2.05, 2.06,
2.07, 2.08, 4.01, 4.02, 7.07, 7.08, 8.03 and 8.04, and except as otherwise
provided in the Authorizing Resolution and/or the supplemental indenture (if
any) in respect of any Series, shall survive until the Securities are no longer
outstanding. Thereafter, the Company’s obligations in Sections 7.07, 8.03 and
8.04 shall survive.




36


After any such
irrevocable deposit the Trustee upon request shall acknowledge in writing the
discharge of the Company’s obligations under the Securities of the applicable
Series and this Indenture with respect to such Series except for those surviving
obligations specified above.




Section
8.02  Application
of Trust Money.




The Trustee or
Paying Agent shall hold in trust cash, U.S. Government Obligations or the
Required Currency, as the case may be, deposited with it pursuant to Section
8.01, and shall apply the deposited cash, the money from U.S. Government
Obligations or the Required Currency, as the case may be, in accordance with
this Indenture to the payment of principal of and interest on the
Securities.




Section
8.03  Repayment
to Company.




Subject to Section
8.01, the Trustee and the Paying Agent shall promptly pay to the Company upon
request any excess money held by them at any time. Subject to the provisions of
applicable law, the Trustee and the Paying Agent shall pay to the Company upon
request any money held by them for the payment of principal or interest that
remains unclaimed for two years; provided, however,the
Trustee or such Paying Agent before being required to make any payment may at
the expense of the Company cause to be published once in a newspaper of general
circulation in The City of New York or mail to each Holder entitled to such
money notice that such money remains unclaimed and that, after a date specified
therein which shall be at least 30 days from the date of such publication or
mailing, any unclaimed balance of such money then remaining will be repaid to
the Company. After payment to the Company, the Trustee shall be released from
all further liability with respect to such money and Securityholders entitled to
money must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another person.




Section
8.04  Reinstatement.




If the Trustee or
Paying Agent is unable to apply any cash, U.S. Government Obligations or the
Required Currency, as the case may be, in accordance with Section 8.01 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 (with respect to the
applicable Series) and the Securities of the applicable Series shall be revived
and reinstated as though no deposit had occurred pursuant to Section 8.01 until
such time as the Trustee or Paying Agent is permitted to apply all such cash,
U.S. Government Obligations and Required Currency, as the case may be, in
accordance with Section 8.01; provided, however,that if
the Company has made any payment of interest on or principal of any Securities
of any Series because of the reinstatement of its obligations, the Company shall
be subrogated to the rights of the Holders of such Securities to receive such
payment from the cash, U.S. Government Obligations or the Required Currency, as
the case may be, held by the Trustee or Paying Agent.




37


Section
8.05  Indemnity
for U.S. Government Obligations.




The Company shall
pay, and shall indemnify the Trustee against, any tax, fee or other charge
imposed on or assessed against U.S. Government Obligations deposited pursuant to
Section 8.01 or the principal and interest received on such U.S. Government
Obligations.




ARTICLE
9




Amendments,
Supplements And Waivers


Section
9.01  Without
Consent of Holders.




The Company, when
authorized by a Board Resolution, and the Trustee may amend or supplement this
Indenture or the Securities of any Series without notice to or consent of any
Securityholder.




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




(2)  to comply with
Article 5;




(3)  to provide for
uncertificated Securities in addition to certificated Securities;




(4)  to secure the
Securities in connection with Section 4.08;




(5)  to make any change
that does not adversely affect the rights of any Securityholder of such
Series;




(6)  to provide for the
issuance and the terms of any particular Series of Securities, the rights and
obligations of the Company and the Holders of the Securities of such Series, the
form or forms of the Securities of such Series and such other matters in
connection therewith as the Board of Directors of the Company shall authorize,
including, without limitation, provisions for (a) additional or different
covenants, restrictions or conditions applicable to such Series, (b) additional
or different Events of Default in respect of such Series, (c) a longer or
shorter period of grace and/or notice in respect of any provision applicable to
such Series than is provided in Section 6.01, (d) immediate enforcement of any
Event of Default in respect of such Series or (e) limitations upon the remedies
available in respect of any Events of Default in respect of such Series or upon
the rights of the holders of Securities of such Series to waive any such Event
of Default; provided,that this paragraph (6) shall not be deemed to require the execution of a
supplemental indenture to provide for the issuance of any Series of Securities
unless the same shall be provided for in the Authorizing Resolution relating
thereto; or




(7)  to provide for a
separate Trustee for one or more Series.




38


Section
9.02  With
Consent of Holders.




Subject to Section
6.07, with the written consent of the Holders of at least a majority in
principal amount of the outstanding Securities of all Series affected thereby
(voting as a single class), the Company, when authorized by a Board Resolution,
and the Trustee may amend or supplement this Indenture or such Securities
without notice to any Securityholder. Subject to Section 6.07, the Holders of a
majority in principal amount of the outstanding Securities of all Series
affected thereby (voting as a single class) may waive compliance by the Company
with any provision of this Indenture or such Securities without notice to any
Securityholder, provided,that, only the holders of a majority in principal amount of Securities of
a particular Series may waive compliance with a provision of this Indenture or
the Securities of such Series having applicability solely to such Series.
However, without the consent of each Securityholder affected, an amendment,
supplement or waiver, including a waiver pursuant to Section 6.04, may
not:




(1)  reduce the amount
of Securities of such Series or all Series (voting as a single class), as the
case may be, whose Holders must consent to an amendment, supplement or
waiver,




(2)  reduce the rate or
change the Stated Maturity for payment of interest on any Security;




(3)  reduce the
principal or any premium payable upon the redemption of or change the Stated
Maturity of any Security;




(4)  waive a Default in
the payment of the principal of or interest on any Security;




(5)  make any changes in
Section 6.04, 6.07 or the third sentence of this Section 9.02; or




(6)  make any Security
payable in money other than that stated in the Security.




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 the Indenture of the
Holders of Securities of any other Series.




It shall not be
necessary for the consent of the Holders under this Section to approve the
particular form of any proposed amendment, supplement or waiver, but it shall be
sufficient if such consent approves the substance thereof.




After an amendment,
supplement or waiver under this Section becomes effective, the Company shall
mail to the Holders affected thereby a notice briefly describing the amendment,
supplement or waiver. Any failure of the Company to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.




39


Section
9.03  Compliance
with Trust Indenture Act.




Every amendment to
or supplement of this Indenture or the Securities shall comply with the TIA as
then in effect.




Section
9.04  Revocation
and Effect of Consents.




Until an amendment
or waiver becomes effective, a consent to it by a Holder is a continuing consent
by the Holder and every subsequent Holder of such Security or portion of such
Security that evidences the same debt as the consenting Holder’s Security, even
if notation of the consent is not made on any Security. However, any such Holder
or subsequent Holder may revoke in writing the consent as to his Security or
portion of a Security. Such revocation shall be effective only if the Trustee
receives the written notice of revocation before the date the amendment,
supplement or waiver becomes effective.




The Company may,
but shall not be obligated to, fix a record date for the purpose of determining
the Holders entitled to consent to any amendment, supplement or waiver which
shall be at least 30 days prior to the first solicitation of such consent. If a
record date is fixed, then notwithstanding the last two sentences of the
immediately preceding paragraph, those persons who were Holders at such record
date (or their duly designated proxies), and only those persons, shall be
entitled to consent to such amendment, supplement or waiver or to revoke any
consent previously given, whether or not such persons continue to be Holders
after such record date. No such consent shall be valid or effective for more
than 90 days after such record date.




After an amendment,
supplement or waiver becomes effective, it shall bind every Holder of a Security
of such Series, unless it makes a change described in any of clauses (1) through
(6) of Section 9.02. In that case the amendment, supplement or waiver shall bind
each Holder of a Security who has consented to it and every subsequent Holder of
a Security or portion of a Security of the same Series that evidences the same
debt as the consenting Holder’s Security.




Section
9.05  Notation
On or Exchange of Securities.




If an amendment,
supplement or waiver changes the terms of a Security, the Trustee may require
the Holder of the Security to deliver it to the Trustee. The Trustee may place
an appropriate notation on the Security about the changed terms and return it to
the Holder. Alternatively, if the Company or the Trustee so determines, the
Company in exchange for the Security shall issue and the Trustee shall
authenticate a new Security of the same Series that reflects the changed
terms.




Section
9.06  Trustee
to Sign Amendments, etc.




The Trustee shall
be entitled to receive, and shall be fully protected in relying upon, an
Officers’ Certificate and an Opinion of Counsel stating that the execution of
any amendment, supplement or waiver authorized pursuant to this Article 9 is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, execute any such amendment, supplement or waiver which affects the
Trustee’s own rights, duties or immunities under this Indenture or
otherwise.




40


ARTICLE
10




Miscellaneous


Section
10.01  Trust
Indenture Act Controls.




If any provision of
this Indenture limits, qualifies, or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.




Section
10.02  Notices.




Any notice or
communication shall be sufficiently given if in writing and delivered in person
or mailed by first-class mail addressed as follows:




if to the
Company:




Colorado Interstate
Gas Company


c/o The Coastal
Corporation Coastal Tower


Nine Greenway
Plaza


Houston, Texas
77046-0995


Attention:   Director,
Financial Administration





if to the
Trustee:





Harris Trust and
Savings Bank


c/o Bank of
Montreal Trust Company


77 Water
Street


New York, New York
10005


Attention:   Therese
Gaballah, Trust Officer





The Company or the
Trustee by notice to the other may designate additional or different addresses
for subsequent notices or communications.




Any notice or
communication mailed to a Securityholder shall be mailed to him at his address
as it appears on the Security Register and shall be sufficiently given to him if
so mailed within the time prescribed.




Failure to mail a
notice or communication to a Securityholder or any defect in it shall not affect
its sufficiency with respect to other Securityholders. Except for a notice to
the Trustee, which is deemed given only when received, if a notice or
communication is mailed in the manner provided above, it is duly given, whether
or not the addressee receives it.




41


Section
10.03  Communications
by Holders With Other Holders.




Securityholders may
communicate pursuant to TIA § 312(b) with other Securityholders with respect to
their rights under this Indenture or the Securities of an applicable Series. The
Company, the Trustee, the Registrar and any other person shall have the
protection of TIA § 312(c).




Section
10.04  Certificate
and Opinion as to Conditions Precedent.




Upon any request or
application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee:




(1)  an Officers’
Certificate stating that, in the opinion of the signers, all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with; and




(2)  an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.




Section
10.05  Statements
Required in Certificate or Opinion.




Each certificate or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture, other than the Officers’ Certificate required by Section 4.05,
shall include:




(1)  a statement that
the person making such certificate or opinion has read such covenant or
condition;




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




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




(4)  a statement as to
whether or not, in the opinion of such person, such condition or covenant has
been complied with; provided,
however,that with respect to matters of fact an Opinion of Counsel may
rely on an Officers’ Certificate or certificates of public
officials.




Section
10.06  Rules
by Trustee, Paying Agent, Registrar.




The Trustee may
make reasonable rules for action by or at a meeting of Securityholders. The
Paying Agent or Registrar may make reasonable rules for its
functions.




42


Section
10.07  Legal
Holidays.




A “Legal Holiday”
is a Saturday, a Sunday or a day on which banking institutions in New York, New
York are not required to be open. If a payment date is a Legal Holiday at a
place of payment, payment may be made at that place on the next succeeding day
that is not a Legal Holiday, and no interest shall accrue for the intervening
period.




Section
10.08  Governing
Law.




THE
LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS INDENTURE AND THE SECURITIES
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.




Section
10.09  No
Adverse Interpretation of Other Agreements.




This Indenture may
not be used to interpret another indenture, loan or debt agreement of the
Company or any of its Subsidiaries. Any such indenture, loan or debt agreement
may not be used to interpret this Indenture.




Section
10.10  No
Recourse Against Others.




A director,
officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability.




Section
10.11  Successors.




All agreements of
the Company in this Indenture and the Securities shall bind its successor. All
agreements of the Trustee in this Indenture shall bind its
successor.




Section
10.12  Duplicate
Originals.




The parties may
sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.




Section
10.13  Separability.




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, and a Holder
shall have no claim therefor against any party hereto.




Section
10.14  Action
of Holders when Securities are Denominated in Different Currencies.




43


Whenever any action
is to be taken hereunder by the Holders of two or more Series of Securities
denominated in different currencies, then, for the purposes of determining the
principal amount of Securities held by such Holders, the aggregate principal
amount of the Securities denominated in a currency other than United States
dollars shall be deemed to be that amount of United States dollars that could be
obtained for such principal amount on the basis of the spot rate of exchange for
such currency as determined by the Company or by an authorized exchange rate
agent and evidenced to the Trustee by an Officers’ Certificate as of the date
the taking of such action by the Holders of the requisite percentage in
principal amount of the Securities is evidenced to the Trustee. An exchange rate
agent may be authorized in advance or from time to time by the Company, and may
be the Trustee or its Affiliate. Any such determination by the Company or by any
such exchange rate agent shall be conclusive and binding on all Holders and the
Trustee, and neither the Company nor such exchange rate agent shall be liable
therefor in the absence of bad faith.




Section
10.15  Monies
of Different Currencies to be Segregated.




The Trustee shall
segregate monies, funds, and accounts held by the Trustee hereunder in one
currency from any monies, funds or accounts in any other currencies,
notwithstanding any provision herein which would otherwise permit the Trustee to
commingle such amounts.




Section
10.16  Payment
to be in Proper Currency.




Each reference in
any Security, or in the Authorizing Resolution and/or supplemental indenture, if
any, relating thereto, to any currency shall be of the essence. In the case of
any Security denominated in any currency (the “Required Currency”) other than
United States dollars, except as otherwise provided therein or in the related
Authorizing Resolution and/or supplemental indenture, if any, the obligation of
the Company to make any payment of principal of or interest thereon shall not be
discharged or satisfied by any tender by the Company, or recovery by the
Trustee, in any currency other than the Required Currency, except to the extent
that such tender or recovery shall result in the Trustee timely holding the full
amount of the Required Currency. The costs and risks of any such exchange,
including without limitations, the risks of delay and exchange rate fluctuation,
shall be bore by the Company; the Company shall remain fully liable for any
shortfall or delinquency in the full amount of Required Currency then due and
payable, and in no circumstances shall the Trustee be liable therefor. The
Company hereby waives any defense of payment based upon any such tender or
recovery which is not in the Required Currency, or which, when exchanged for the
Required Currency by the Trustee, is less than the full amount of Required
Currency then due and payable.




44


SIGNATURES





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
date first written above.







COLORADO
      INTERSTATE GAS COMPANY[SEAL]Attest:
            /s/ Austin
      M.O’Toole
            
            By:
            /s/ Donald W.
      GullquestAustin M.
      O’Toole
              Senior Vice
      President
              and
      Secretary
            
            
            Donald H.
      Gullquist
              Senior Vice
      PresidentHARRIS
      TRUST AND SAVINGS BANK[SEAL]Attest:
            /s/ Amy
      Robert
            
            By:
            /s/Therese
      Gabullah




45
 
 A-1


EXHIBIT
A




[Form
Of Face Of Security]





[If the Holder of
this Security (as indicated below) is The Depository Trust Company (“DTC”) or a
nominee of DTC, this Security is a Global Security and the following two legends
apply:




[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (“DTC”) (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN, UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR THE INDIVIDUAL DEBENTURES REGISTERED HEREBY, THIS GLOBAL
DEBENTURE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR
BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH
NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.]




[The
following is to be included if the Security is an Original Issue Discount
Security:]




[FOR PURPOSES OF
SECTION 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS
AMENDED: (I) THE ISSUE DATE OF THIS SECURITY IS _______________; (II) THE YIELD
TO MATURITY IS ____%; (III) THE ORIGINAL ISSUE DISCOUNT PER $ ____ FACE AMOUNT
AT WHICH THE SECURITY IS ISSUED IS $______; AND (IV) THE [EXACT] [APPROXIMATE]
METHOD HAS BEEN USED TO DETERMINE YIELD FOR THE ACCRUAL PERIOD BEGINNING
_________ AND ENDING _________ AND THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT PER
$____ FACE AMOUNT ALLOCABLE TO THE ACCRUAL PERIOD BEGINNING _______ AND ENDING
________ IS $_______].




A-2


COLORADO
INTERSTATE GAS COMPANY


[Title Of
Security]





Rate of Interest
            Maturity Date
            Original Issue Date





No.
_____ $________




Colorado Interstate
Gas Company, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the “Company”), for value received, hereby
promises to pay to 
or registered assigns, the principal sum of 
on the Maturity Date shown above, and to pay interest thereon, at the annual
rate of interest shown above, from the Original Issue Date shown above or from
the most recent Interest Payment Date (as hereinafter defined) to which interest
has been paid or duly provided for, payable semi-annually on 
and 
of each year and at maturity (an “Interest Payment Date”), commencing on the
first such date after the Original Issue Date, except that if the Original Issue
Date is on or after a Regular Record Date but before the next Interest Payment
Date, interest payments will commence on the second Interest Payment Date
following the Original Issue Date.




[reference to currency[ies] of
payment andcurrencyexchange arrangements, if applicable.]




The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the person in whose name this
[name of Security]is
registered at the close of business on the Regular Record Date for any such
Interest Payment Date, which shall be the fifteenth calendar day (whether or not
a Business Day) preceding the applicable Interest Payment Date. Any such
interest not so punctually paid or duly provided for, and any interest payable
on such defaulted interest (to the extent lawful), will forthwith cease to be
payable to the Holder on such Regular Record Date and shall be paid to the
person in whose name this [name of Security]is
registered at the close of business on a special record date for the payment of
such defaulted interest to be fixed by the Company, notice of which shall be
given to Holders of [name of
Series]not less than 15 days prior to such special record date. Payment
of the principal of and interest on this [name of Security]will be
made at the agency of the Company maintained for that purpose in [New York, New
York or other place of payment] and at any other office or agency maintained by
the Company for such purpose, in [reference to United States dollars
or other currency of payment]; provided, however,that at the option of
the Company payment of interest, other than interest due on the Maturity Date,
may be made by check mailed to the address of the person entitled thereto as
such address shall appear in the Security Register. [Include the following, if
applicable:]Payments on the Maturity Date will be made in immediately
available funds against presentment of this [name of
Security].




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


A-3




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




In
Witness Whereof, Colorado Interstate Gas Company has caused this
instrument to be executed in its corporate name by the facsimile signature of
its duly authorized officers and has caused a facsimile of its corporate seal to
be affixed hereunto or imprinted hereon.






COLORADO
      INTERSTATE GAS COMPANYAttest:
            By:[Assistant]
      Secretary
            [Title
      of Officer]





A-4


DATED:









Trustee’s
Certificate Of Authentication







This is one of the
[name of Series]referred to in the within-mentioned Indenture.




Harris Trust
      and Savings Bank,
                as
      TrusteeBy:
              /s/Authorized
      SignatoryTitle




[REVERSE
SIDE]





Colorado
Interstate Gas Company





[Name Of
Security]





This [name of Security]is one of
a duly authorized issue of [name of Securities]of the
Company (which term includes any successor corporation under the Indenture
hereinafter referred to) designated as its [title of Series](the “[name of Series]”),issued
or to be issued pursuant to an Indenture, dated as of June 27, 1997 (the
“Indenture”), between the Company and Harris Trust and Savings Bank, as Trustee
(the “Trustee,” which term includes any successor trustee under the Indenture);
and under [reference to
Authorizing Resolution and/or supplemental indenture (if any) relating to the
Series].The terms of this [name of Security]include
those stated in the Indenture and [reference to Authorizing Resolution
and/or supplemental indenture (if any) relating to the Series]and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
in effect on the date of the Indenture. Reference is hereby made to the
Indenture and all [further]supplemental indentures thereto for a statement of the respective rights,
limitation of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders and of the terms upon which the [name of Security]are, and
are to be, authenticated and delivered.




This [name of Series]is a
Series of Securities issued or to be issued by the Company under the Indenture,
and this Series is limited in aggregate principal amount to $ .  The
Indenture provides that the Securities of the Company referred to therein
(“Securities”), including the [name of Series],may be
issued in one or more Series, which different Series may be issued in such
aggregate principal amounts and on such terms (including, but not limited to,
terms relating to interest rate or rates, provisions for determining such
interest rate or rates and adjustments thereto, maturity, redemption (optional
and mandatory), sinking fund, covenants and Events of Default) as may be
provided in or pursuant to the Authorizing Resolutions and/or supplemental
indenture (if any) relating to the several Series.


A-5


[The
following to be included if the Securities are not redeemable prior to
maturity.]




This [name of Security]may
not be redeemed prior to its Maturity Date.




[The
following paragraph, or other appropriate redemption provisions, to be included
if the Securities are Redeemable Securities:]




The [name of Series]are subject
to redemption upon not less than 30 nor more than 60 days’ notice by mail, [the following clause to be included
if there is a Sinking Fund:] [(1)on [annual Sinking Fund Redemption
Date]in each year commencing with the year [year of first Sinking Fund payment]through operation of the Sinking Fund at a Redemption Price equal to
their principal amount and (2)] [at any time or from time to time] in whole or
in part, at the election of the Company at a Redemption Price equal to the
percentage set forth below of the principal amount to be redeemed for the
respective twelve-month periods beginning 
of the years indicated:




[Schedule
of Redemption Prices]

















and thereafter at
100% of the principal amount thereof, together in each case with accrued
interest to the Redemption Date.




[The
following paragraph, or other appropriate Sinking Fund provision, to be included
if there is a Sinking Fund for the Series:]




The Sinking Fund
provides for the redemption on [first Sinking Fund Redemption Date]and on [annual Sinking
Fund Redemption Date]in each year thereafter through [yearoffinal Sinking Fund date]of
not less than [minimum required Sinking Fund
redemption amount]principal amount nor more than [maximum permitted Sinking Fund
redemption amount]principal amount of [name of Series]. [name of Series]purchased, acquired or redeemed by the Company otherwise than by
redemption through the Sinking Fund may be credited against Sinking Fund
requirements to the extent not previously so credited.




[The
following paragraph to be included if the Securities are Redeemable Securities
or Sinking Fund Securities:]




If an event of
redemption of this [name of
Security]in part only, a new [name of Security]or [name of Series]for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the surrender hereof.




[The
following paragraph to be included if the Securities are not Original Issue
Discount Securities:]




If an Event of
Default, as defined in the Indenture and in the Authorizing Resolution and/or
supplemental indenture (if any) relating to the [name of Series](if there
shall be any additional Events of Default specified in respect of the [name of Series]), shall
occur and be continuing, the principal of all the [name of Series]may be
declared due and payable in the manner and with the effect provided in the
Indenture.


A-6


[If
the Securities are Original Issue Discount Securities, insert schedule as to
amounts which are payable on acceleration under Section 6.02 and provable in
bankruptcy under Section 6.09 from time to time.]




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 [name of
Series]under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of a majority in aggregate principal amount of
the Securities affected thereby, voting as a single class (which may include the
[name of Series]), at
the time outstanding. The Indenture also contains provisions permitting the
Holders of specified percentages in aggregate principal amount of the Securities
at the time outstanding to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this [name of Security]shall be
conclusive and binding upon such Holder and upon all future Holders of this
[name of Security]and
of any [name of Security]issued upon the registration of transfer hereof or in exchange herefor in
lieu hereof, whether or not notation of such consent or waiver is made upon this
[name of
Security].




The Indenture
provides that no Holder may pursue any remedy under the Indenture unless the
Trustee shall have failed to act after notice of an Event of Default and written
request by Holders of at least 25% in principal amount of the [name of Securities]of the
applicable Series and the offer to the Trustee of indemnity satisfactory to it;
however, such provision does not affect the right to sue for enforcement of any
overdue payment on any Security.




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




As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this [name of Security]is registrable in the Security Register upon surrender of this [name of Security]for
registration of transfer at the agency of the Company provided for that purpose
duly endorsed by, or accompanied by a written instrument of transfer in
substantially the form accompanying this [name of Security]duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new [name of Series],of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.




The [name of Series]are issuable
only in registered form without coupons in denominations of [currency and minimum denomination]and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, the [name of Series]are
exchangeable for a like aggregate principal amount of [name of Series]of a
different authorized denomination, as requested by the Holder surrendering the
same.


A-7


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 transfer tax or similar
governmental charge payable in connection therewith (other than any such
transfer taxes or similar governmental charge payable upon exchanges pursuant to
Section 2.11, 3A.08 or 9.05 in which case such transfer taxes or similar
governmental charges shall be paid by the Company).




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




[Reference
to Foreign Currencies]




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




Customary
abbreviations may be used in. the name
of a [name of Security]holder or any assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (=
Uniform Gifts to Minors Act).




The Company will
furnish to any [name of
Security]holder of record, upon written request, without charge, a copy
of the Indenture. Requests may be made to: Colorado Interstate Gas Company, c/o
The Coastal Corporation, Coastal Tower, Nine Greenway Plaza, Houston, Texas
77046-0995, Attention: Corporate Secretary.




A-8


ASSIGNMENT
FORM




If you the holder
want to assign this [name
of Security], fill in the form below and have your signature
guaranteed:




I or we assign and
transfer this [name
of Security]to:







(Print
or type name, address and zip code and


social
security or tax ID number of assignees)




and irrevocably
appoint, ___________________________________ agent to transfer this [name
of Security]on the books of the Company. The agent may substitute
another to act for him.








Dated:
            
            Signed:(Sign
      exactly as name appears on
              the
      other side of this [name
      of Security])










Signature
Guarantee:
____________________________________________




Notice:  Signature(s)
must be guaranteed by a member firm of the New York Stock Exchange or a
commercial bank or trust company.