Exhibit 4.7


    Exhibit
      4.7

     

    
      

      

    

     

     

    

      JEFFERSON-PILOT
        CORPORATION 

       

      TO
        

       

      FIRST
        UNION NATIONAL BANK OF NORTH CAROLINA 

          Trustee

      


       

       

        
          

        

      

       

      Indenture
        

       

      Dated
        as of November 21,
        1995 

       

       

        
          

        

         

         

         

         

        
          

          

        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    
      	
              TABLE
                OF CONTENTS

            
	 	 	 
	 	 	
              PAGE

            
	 	 
	
              PARTIES

            	
              1
                

            
	
              RECITALS
                OF THE COMPANY

            	
              1

            
	 
	 
	
              ARTICLE
                ONE

            
	 
	
              DEFINITIONS
                AND OTHER PROVISIONS OF GENERAL APPLICATION

            
	 
	
              SECTION
                101. 

            	
              Definitions:

            	 
	 	
              Act
                

            	
              2
                

            
	 	
              Affiliate;
                control 

            	
              2
                

            
	 	
              Authenticating
                Agent 

            	
              2
                

            
	 	
              Board
                of Directors

            	
              2
                

            
	 	
              Board
                Resolution

            	
              2
                

            
	 	
              Business
                Day 

            	
              2
                

            
	 	
              Closing
                Price 

            	
              2
                

            
	 	
              Commission
                

            	
              2
                

            
	 	
              Company
                

            	
              2
                

            
	 	
              Company
                Request; Company Order 

            	
              3
                

            
	 	
              Corporate
                Trust Office 

            	
              3
                

            
	 	
              corporation
                

            	
              3
                

            
	 	
              Covenant
                Defeasance 

            	
              3
                

            
	 	
              Defaulted
                Interest 

            	
              3
                

            
	 	
              Defeasance

            	
              3
                

            
	 	
              Depositary
                . 

            	
              3
                

            
	 	
              Event
                of Default 

            	
              3
                

            
	 	
              Exchange
                Act 

            	
              3
                

            
	 	
              Expiration
                Date 

            	
              3
                

            
	 	
              Global
                Security 

            	
              3
                

            
	 	
              Holder
                

            	
              3
                

            
	 	
              Indebtedness
                

            	
              3
                

            
	 	
              Indenture

            	
              4
                

            
	 	
              interest
                

            	
              4
                

            
	 	
              Interest
                Payment Date

            	
              4
                

            
	 	
              Investment
                Company Act 

            	
              4
                

            
	 	
              Material
                Subsidiary 

            	
              4
                

            
	 	
              Maturity
                

            	
              4
                

            
	 	
              Notice
                of Default 

            	
              4
                

            
	 	
              Officers'
                Certificate 

            	
              4
                

            
	 	
              Opinion
                of Counsel 

            	
              5
                

            
	 	 	 


    

    
      

    

    NOTE:
      This table of contents shall not, for any purpose, be deemed to be a part of
      the
      Indenture.

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	 	
              PAGE

            
	 	 	 
	 	
              Original
                Issue Discount Security 

            	
              5

            
	 	
              Outstanding
                

            	
              5

            
	 	
              Paying
                Agent 

            	
              6

            
	 	
              Person
                

            	
              6

            
	 	
              Place
                of Payment 

            	
              6

            
	 	
              Predecessor
                Security 

            	
              6

            
	 	
              Qualified
                Preferred Stock

            	
              6

            
	 	
              Redemption
                Date 

            	
              6

            
	 	
              Redemption
                Price 

            	
              6

            
	 	
              Regular
                Record Date 

            	
              6

            
	 	
              Responsible
                Officer

            	
              6

            
	 	
              Restricted
                Subsidiary

            	
              7

            
	 	
              Securities
                

            	
              7

            
	 	
              Securities
                Act 

            	
              7

            
	 	
              Security
                Register; Security Registrar 

            	
              7

            
	 	
              Special
                Record Date 

            	
              7

            
	 	
              Stated
                Maturity 

            	
              7

            
	 	
              Subsidiary;
                voting stock 

            	
              7

            
	 	
              Trading
                Day 

            	
              7

            
	 	
              Trust
                Indenture Act 

            	
              7

            
	 	
              Trustee

            	
              7

            
	 	
              U.S.
                Government Obligation

            	
              8

            
	 	
              Vice
                President 

            	
              8

            
	
              SECTION
                102

            	
              Compliance
                Certificates and Opinions 

            	
              8

            
	
              SECTION
                103.

            	
              Form
                of Documents Delivered to Trustee 

            	
              8

            
	
              SECTION
                104.

            	
              Acts
                of Holders; Record Dates

            	
              9

            
	
              SECTION
                105.

            	
              Notices,
                Etc., to Trustee and Company 

            	
              11

            
	
              SECTION
                106.

            	
              Notice
                to Holders; Waiver

            	
              11

            
	
              SECTION
                107.

            	
              Conflict
                with Trust Indenture Act 

            	
              12

            
	
              SECTION
                108.

            	
              Effect
                of Headings and Table of Contents 

            	
              12

            
	
              SECTION
                109.

            	
              Successors
                and Assigns 

            	
              12

            
	
              SECTION
                110.

            	
              Separability
                Clause

            	
              12

            
	
              SECTION
                111.

            	
              Benefits
                of Indenture 

            	
              13

            
	
              SECTION
                112.

            	
              Governing
                Law 

            	
              13

            
	
              SECTION
                113.

            	
              Legal
                Holidays 

            	
              13

            
	 	 	 
	
              ARTICLE
                TWO

            
	 	 	 
	
              SECURITY
                FORMS

            
	 	 	 
	
              SECTION
                201.

            	
              Forms
                Generally 

            	
              13

            
	
              SECTION
                202.

            	
              Form
                of Face of Security

            	
              14

            


    

    


     

    


    
      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	 	
              PAGE

            
	 	 	 
	
              SECTION
                203.

            	
              Form
                of Reverse of Security

            	
              15

            
	
              SECTION
                204.

            	
              Form
                of Legend for Global Securities

            	
              20

            
	
              SECTION
                205.

            	
              Form
                of Trustee’s Certificate of Authentication

            	
              20

            
	 	 	 
	
              ARTICLE
                THREE

            
	 	 	 
	
              THE
                SECURITIES

            
	 	 	 
	
              SECTION
                301.

            	
              Amount
                Unlimited; Issuable in Series

            	
              20

            
	
              SECTION
                302.

            	
              Denominations

            	
              23

            
	
              SECTION
                303.

            	
              Execution,
                Authentication, Delivery and Dating

            	
              23

            
	
              SECTION
                304.

            	
              Temporary
                Securities

            	
              25

            
	
              SECTION
                305.

            	
              Registration,
                Registration of Transfer and Exchange

            	
              25

            
	
              SECTION
                306.

            	
              Mutilated,
                Destroyed, Lost and Stolen Securities

            	
              27

            
	
              SECTION
                307.

            	
              Payment
                of Interest; Interest Rights Preserved

            	
              28

            
	
              SECTION
                308.

            	
              Persons
                Deemed Owners

            	
              29

            
	
              SECTION
                309.

            	
              Cancellation

            	
              29

            
	
              SECTION
                310.

            	
              Computation
                of Interest

            	
              30

            
	 	 	 
	
              ARTICLE
                FOUR

            
	 	 	 
	
              SATISFACTION
                AND DISCHARGE

            
	 	 	 
	
              SECTION
                401.

            	
              Satisfaction
                and Discharge of Indenture

            	
              30

            
	
              SECTION
                402.

            	
              Application
                of Trust Money

            	
              23

            
	 	 	 
	
              ARTICLE
                FIVE

            
	 	 	 
	
              REMEDIES

            
	 	 	 
	
              SECTION
                501.

            	
              Events
                of Default

            	
              31

            
	
              SECTION
                502.

            	
              Acceleration
                of Maturity; Recission and Annulment

            	
              33

            
	
              SECTION
                503.

            	
              Collection
                of Indebtedness and Suits for

            	 
	 	
              Enforcement
                by Trustee

            	
              34

            
	
              SECTION
                504.

            	
              Trustee
                May File Proofs of Claim

            	
              35

            
	
              SECTION
                505.

            	
              Trustee
                May Enforce Claims Without Possession

            	 
	 	
              of
                Securities

            	
              35

            
	
              SECTION
                506.

            	
              Application
                of Money Collected

            	
              36

            
	
              SECTION
                507.

            	
              Limitation
                on Suits

            	
              36

            


    

    


     

    


    
      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	 	
              PAGE

            
	 	 	 
	
              SECTION
                508.

            	
              Unconditional
                Right of Holders to Receive Principal,

            	 
	 	
              Premium
                and Interest

            	
              37

            
	
              SECTION
                509.

            	
              Restoration
                of Rights and Remedies

            	
              37

            
	
              SECTION
                510.

            	
              Rights
                and Remedies Cumulative

            	
              37

            
	
              SECTION
                511.

            	
              Delay
                or Omission Not Waiver

            	
              37

            
	
              SECTION
                512.

            	
              Control
                by Holders

            	
              38

            
	
              SECTION
                513.

            	
              Waiver
                of Past Defaults

            	
              38

            
	
              SECTION
                514.

            	
              Undertaking
                for Costs

            	
              38

            
	
              SECTION
                515.

            	
              Waiver
                of Usury, Stay or Extension Laws

            	
              39

            
	 	 	 
	
              ARTICLE
                SIX

            
	 	 	 
	
              THE
                TRUSTEE

            
	 	 	 
	
              SECTION
                601.

            	
              Certain
                Duties and Responsibilities

            	
              39

            
	
              SECTION
                602.

            	
              Notice
                of Defaults

            	
              39

            
	
              SECTION
                603.

            	
              Certain
                Rights of Trustee

            	
              40

            
	
              SECTION
                604.

            	
              Not
                Responsible for Recitals or Issuance of Securities

            	
              41

            
	
              SECTION
                605.

            	
              May
                Hold Securities

            	
              41

            
	
              SECTION
                606.

            	
              Money
                Held in Trust

            	
              41

            
	
              SECTION
                607.

            	
              Compensation
                and Reimbursement

            	
              41

            
	
              SECTION
                608.

            	
              Conflicting
                Interests

            	
              42

            
	
              SECTION
                609.

            	
              Corporate
                Trustee Required; Eligibility

            	
              42

            
	
              SECTION
                610.

            	
              Resignation
                and Removal; Appointment of Successor

            	
              42

            
	
              SECTION
                611.

            	
              Acceptance
                of Appointment by Successor

            	
              44

            
	
              SECTION
                612.

            	
              Merger,
                Conversion, Consolidation or Succession

            	 
	 	
              to
                Business

            	
              45

            
	
              SECTION
                613.

            	
              Preferential
                Collection of Claims Against Company

            	
              45

            
	
              SECTION
                614.

            	
              Appointment
                of Authenticating Agent

            	
              45

            
	 	 	 
	
              ARTICLE
                SEVEN

            
	 	 	 
	
              HOLDERS’
                LISTS AND REPORTS BY TRUSTEE AND COMPANY

            
	 	 	 
	
              SECTION
                701.

            	
              Company
                to Furnish Trustee Names and Addresses

            	 
	 	
              of
                Holders

            	
              47

            
	
              SECTION
                702.

            	
              Preservation
                of Information; Communications

            	 
	 	
              to
                Holders

            	
              47

            
	
              SECTION
                703.

            	
              Reports
                by Trustee

            	
              48

            
	
              SECTION
                704.

            	
              Reports
                by Company

            	
              48

            


    

    


     

    


    
      
        
          
          

        

        
          -iv-

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              PAGE

            
	 
	
              ARTICLE
                EIGHT

            
	 	 	 
	
              CONSOLIDATION,
                MERGER, CONVEYANCE, TRANSFER OR LEASE

            
	 	 	 
	
              SECTION
                801.

            	
              Company
                May Consolidate, Etc., Only on

            	 
	 	
              Certain
                Terms

            	
              48

            
	
              SECTION
                802.

            	
              Successor
                Substituted

            	
              49

            
	 	 	 
	
              ARTICLE
                NINE

            
	 	 	 
	
              SUPPLEMENTAL
                INDENTURES

            
	 	 	 
	
              SECTION
                901.

            	
              Supplemental
                Indentures Without Consent of Holders

            	
              50

            
	
              SECTION
                902.

            	
              Supplemental
                Indentures with Consent of Holders

            	
              51

            
	
              SECTION
                903.

            	
              Execution
                of Supplemental Indentures

            	
              52

            
	
              SECTION
                904.

            	
              Effect
                of Supplemental Indentures

            	
              52

            
	
              SECTION
                905.

            	
              Conformity
                with Trust Indenture Act

            	
              53

            
	
              SECTION
                906.

            	
              Reference
                in Securities to Supplemental Indentures

            	
              53

            
	 	 	 
	
              ARTICLE
                TEN

            
	 	 	 
	
              COVENANTS

            
	 	 	 
	
              SECTION
                1001.

            	
              Payment
                of Principal, Premium and Interest

            	
              53

            
	
              SECTION
                1002.

            	
              Maintenance
                of Office or Agency

            	
              53

            
	
              SECTION
                1003.

            	
              Money
                for Securities Payments to be Held in Trust

            	
              54

            
	
              SECTION
                1004.

            	
              Statement
                by Officers as to Default

            	
              55

            
	
              SECTION
                1005.

            	
              Existence

            	
              55

            
	
              SECTION
                1006.

            	
              Maintenance
                of Properties

            	
              55

            
	
              SECTION
                1007.

            	
              Payment
                of Taxes and Other Claims

            	
              56

            
	
              SECTION
                1008.

            	
              Limitation
                on Liens

            	
              56

            
	
              SECTION
                1009.

            	
              Limitation
                on Disposition

            	 
	 	
              of
                Stock of Restricted Subsidiaries

            	
              56

            
	
              SECTION
                1010.

            	
              Waiver
                of Certain Covenants

            	
              57

            


    

    


     

    


    
      
        
          
          

        

        
          -v-

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              PAGE

            
	 
	
              ARTICLE
                ELEVEN

            
	 	 	 
	
              REDEMPTION
                OF SECURITIES

            
	 	 	 
	
              SECTION
                1101.

            	
              Applicability
                of Article

            	
              57

            
	
              SECTION
                1102.

            	
              Election
                to Redeem; Notice to Trustee

            	
              57

            
	
              SECTION
                1103.

            	
              Selection
                by Trustee of Securities to be Redeemed

            	
              58

            
	
              SECTION
                1104.

            	
              Notice
                of Redemption

            	
              58

            
	
              SECTION
                1105.

            	
              Deposit
                of Redemption Price

            	
              59

            
	
              SECTION
                1106.

            	
              Securities
                Payable on Redemption Date

            	
              59

            
	
              SECTION
                1107.

            	
              Securities
                Redeemed in Part

            	
              60

            
	 	 	 
	
              ARTICLE
                TWELVE

            
	 	 	 
	
              SINKING
                FUNDS

            
	 	 	 
	
              SECTION
                1201.

            	
              Applicability
                of Article

            	
              60

            
	
              SECTION
                1202.

            	
              Satisfaction
                of Sinking Fund Payments with Securities

            	
              60

            
	
              SECTION
                1203.

            	
              Redemption
                of Securities for Sinking Fund

            	
              61

            
	 	 	 
	
              ARTICLE
                THIRTEEN

            
	 	 	 
	
              DEFEASANCE
                AND COVENANT DEFEASANCE

            
	 	 	 
	
              SECTION
                1301.

            	
              Company’s
                Option to Effect Defeasance or

            	 
	 	
              Covenant
                Defeasance

            	
              61

            
	
              SECTION
                1302.

            	
              Defeasance
                and Discharge

            	
              61

            
	
              SECTION
                1303.

            	
              Covenant
                Defeasance

            	
              62

            
	
              SECTION
                1304.

            	
              Conditions
                to Defeasance or Covenant Defeasance

            	
              62

            
	
              SECTION
                1305.

            	
              Deposited
                Money and U.S. Government Obligations

            	 
	 	
              to
                Be Held in Trust; Miscellaneous Provisions

            	
              64

            
	
              SECTION
                1306.

            	
              Reinstatement

            	
              65

            
	 	 	 
	
              ARTICLE
                FOURTEEN

            
	 	 	 
	
              EXCHANGE
                OF SECURITIES

            
	 	 	 
	
              SECTION
                1401.

            	
              Applicability
                of Article

            	
              65

            
	
              SECTION
                1402.

            	
              Election
                to Exchange; Notice to Trustee and Holders

            	
              65

            
	
              SECTION
                1403.

            	
              No
                Fractional Shares

            	
              66

            


    

    


    


     

    


    
      
        
          
          

        

        
          -vi-

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	 	
              PAGE

            
	 	 	 
	
              SECTION
                1404. 

            	
              Adjustment
                of Exchange Rate

            	
              66

            
	
              SECTION
                1405. 

            	
              Payment
                of Certain Taxes Upon Exchange

            	
              67

            
	
              SECTION
                1406. 

            	
              Shares
                Free and Clear

            	
              67

            
	
              SECTION
                1407. 

            	
              Cancellation
                of Security

            	
              67

            
	
              SECTION
                1408. 

            	
              Duties
                of Trustee Regarding Exchange

            	
              67

            
	
              SECTION
                1409. 

            	
              Repayment
                of Certain Funds Upon Exchange

            	
              66

            
	 	 	 
	 	 	 
	
              TESTIMONIUM

            	
              69

            
	
              SIGNATURES
                AND SEALS 

            	
              69

            
	
              ACKNOWLEDGEMENTS
                

            	
              70

            


    

     

     

    
 

    
      
        
        

      

      
        -vii-

        
          

        

      

      
        
        

      

    

     

    
       

        
          

        

      

    

    Certain
      Sections of this Indenture relating to Sections 310 through 318,


    inclusive,
      of the Trust Indenture Act of 1939:

     


    
      	
              Trust
                Indenture 

              Act
                Section

            	
              Indenture
                Section

            
	 	 	 
	
              §
                310

            	
              (a)(1)

            	
              609

            
	 	
              (a)(2)

            	
              609

            
	 	
              (a)(3)

            	
              Not
                Applicable

            
	 	
              (a)(4)

            	
              Not
                Applicable

            
	 	
              (b)

            	
              608

            
	 	 	
              610

            
	
              §
                311

            	
              (a)

            	
              613

            
	 	
              (b)

            	
              613

            
	
              §
                312

            	
              (a)

            	
              701

            
	
               

            	 	
              702

            
	 	
              (b)

            	
              702

            
	 	
              (c)

            	
              702

            
	
              §
                313

            	
              (a)

            	703 
	 	
              (b)

            	
              703

            
	 	
              (c)

            	
              703

            
	 	
              (d)

            	
              703

            
	
              §
                314

            	
              (a)

            	704 
	 	
              (a)(4)

            	
              101

            
	
               

            	 	
              1004

            
	 	
              (b)

            	
              Not
                Applicable

            
	 	
              (c)(1)

            	
              102

            
	 	
              (c)(2)

            	
              102

            
	 	
              (c)(3)

            	
              Not
                Applicable

            
	 	
              (d)

            	
              Not
                Applicable

            
	 	
              (e)

            	
              102

            
	
              §
                315

            	
              (a)

            	601 
	 	
              (b)

            	
              602

            
	 	
              (c)

            	
              601

            
	 	
              (d)

            	
              601

            
	 	
              (e)

            	
              514

            
	
              §
                316

            	
              (a)

            	101 
	 	
              (a)(1)(A)

            	
              502

            
	 	 	
              512

            
	 	
              (a)(1)(B)

            	
              513

            
	 	
              (a)(2)

            	
              Not
                Applicable

            
	 	
              (b)

            	
              508

            
	 	
              (c)

            	
              104

            
	
              §
                317

            	
              (a)(1)

            	503 
	 	
              (a)(2)

            	
              504

            
	 	
              (b)

            	
              1003

            
	
              §
                318

            	
              (a)

            	107 


    

    

      
        

      

      NOTE:
        This table of contents shall not, for any purpose, be deemed to be a part
        of the
        Indenture.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    INDENTURE,
      dated as of November 21, 1995, between Jefferson-Pilot Corporation, a
      corporation duly organized and existing under the laws of the State of North
      Carolina (herein called the "Company”), having its principal office at 100 North
      Greene Street, Greensboro, North Carolina 27401, and First Union National Bank
      of North Carolina, a national banking association duly organized and existing
      under the laws of the United States, as Trustee (herein called the "Trustee").
      

     

    RECITALS
      OF THE COMPANY 

     

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

     

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

     

    Now,
      THEREFORE,
      THIS INDENTURE WITNESSETH: 

     

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

     

    ARTICLE
      ONE 

     

    DEFINITIONS
      AND OTHER PROVISIONS 

    OF
      GENERAL APPLICATION 

     

    SECTION
      101. Definitions. 

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 


    (4)
      unless the context otherwise requires, any reference to an "Article" or a
      "Section" refers to an Article or a Section, as the case may be, of this
      Indenture; and 

     

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

     

    "Act",
      when used with respect to any Holder, has the meaning specified in Section
      104.


     

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

     

    "Authenticating
      Agent" means any Person authorized by the Trustee pursuant to Section 614 to
      act
      on behalf of the Trustee to authenticate Securities of one or more series.
      

     

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

     

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

     

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

     

    "Closing
      Price" has the meaning specified in Section 1403. 

     

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

     

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

    
 

    
      
        
        

      

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

     

    "Corporate
      Trust Office" means the principal office of the Trustee in Charlotte, North
      Carolina at which at any particular time its corporate trust business shall
      be
      administered. 

     

    "corporation"
      means a corporation, association, company, joint-stock company or business
      trust. 

     

    "Covenant
      Defeasance" has the meaning specified in Section 1303. 

     

    "Defaulted
      Interest" has the meaning specified in Section 307. 

     

    "Defeasance"
      has the meaning specified in Section 1302. 

     

    "Depositary"
      means, with respect to Securities of any series issuable in whole or in part
      in
      the form of one or more Global Securities, a clearing agency registered under
      the Exchange Act that is designated to act as Depositary for such Securities
      as
      contemplated by Section 301. 

     

    "Event
      of
      Default" has the meaning specified in Section 501. 

     

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

     

    "Expiration
      Date" has the meaning specified in Section 104. 

     

    "Global
      Security" means a Security that evidences all or part of the Securities of
      any
      series and bears the legend set forth in Section 204 (or such legend as may
      be
      specified as contemplated by Section 301 for such Securities). 

     

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

     

    "Indebtedness"
      means the principal of and premium, if any, and interest due on indebtedness
      of
      a Person, whether outstanding on the date hereof or thereafter created, incurred
      or assumed, which is (a) indebtedness for money borrowed, and (b) any
      amendments, renewals, extensions, modifications and refundings of any such
      indebtedness, For the purposes of this definition, "indebtedness for money
      borrowed" means (i) any obligation of, or any obligation guaranteed by, such
      Person for the repayment of borrowed money, whether or not evidenced by bonds,
      debentures, notes or other written instruments, (ii) any obligation of, or
      any
      such obligation guaranteed by, such Person evidenced by bonds, debentures,
      notes
      or similar written instruments, including obligations assumed or incurred in
      connection with the acquisition of property, 

    


    
      
        
        

      

      
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    assets
      or
      businesses (provided,
      however, that
      the
      deferred purchase price of any other business, property or assets shall not
      be
      considered Indebtedness if the purchase price thereof is payable in full within
      90 days from the date on which such indebtedness was created), and (iii) any
      obligations of such Person as lessee under leases required to be capitalized
      on
      the balance sheet of the lessee under generally accepted accounting principles
      and leases of property or assets made as part of any sale and lease-back
      transaction to which such Person is a party. Indebtedness also includes any
      obligation of, or any obligation guaranteed by, any Person for the payment
      of
      amounts due under a swap agreement or similar instrument or agreement, or under
      a foreign currency hedge, exchange or similar instrument or agreement.


     

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

     

    "interest",
      when used with respect to an Original Issue Discount Security which by its
      terms
      bears interest only after Maturity, means interest payable after Maturity.
      

     

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

     

    "Investment
      Company Act" means the Investment Company Act of 1940 and any statute successor
      thereto, in each case as amended from time to time. 

     

    "Material
      Subsidiary" means any of Jefferson-Pilot Life Insurance Company, Alexander
      Hamilton Life Insurance Company of America or Jefferson-Pilot Communications
      Company. 

     

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

     

    "Notice
      of Default" means a written notice of the kind specified in Section 501(4)
      or
      501(5).
      

     

    "Officers'
      Certificate" means a certificate signed by the Chairman of the Board, a Vice
      Chairman of the Board, the President or a Vice President, and by the Treasurer,
      an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company,
      and delivered to the Trustee. One of the officers signing an Officers'
      Certificate given pursuant to Section 1004 shall be the principal executive,
      financial or accounting officer of the Company. 

    



    


    
      
        
        

      

      
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    "Opinion
      of Counsel" means a written opinion of counsel, who may be counsel for the
      Company, and who shall be reasonably acceptable to the Trustee. 

     

    "Original
      Issue Discount Security" means any Security which provides for an amount less
      than the principal amount thereof to be due and payable upon a declaration
      of
      acceleration of the Maturity thereof pursuant to Section 502. 

     

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

     

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

     

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

     

    (3)
       Securities
      as to which Defeasance has been effected pursuant to Section
      1302; and 

     

    (4)
      Securities which have been paid pursuant to Section 1306 or in exchange for
      or
      in lieu of which other Securities have been authenticated and delivered pursuant
      to this Indenture, other than any such Securities in respect of which there
      shall have been presented to the Trustee proof satisfactory to it that such
      Securities are held by a bona fide purchaser in whose hands such Securities
      are
      valid obligations of the Company; 

     

    provided,
      however.
      that
      in
      determining whether the Holders of the requisite principal amount of the
      Outstanding Securities have given, made or taken any request, demand,
      authorization, direction, notice, consent, waiver or other action hereunder
      as
      of any date, (A) the principal amount of an Original Issue Discount Security
      which shall be deemed to be Outstanding shall be the amount of the principal
      thereof which would be due and payable as of such date upon acceleration of
      the
      Maturity thereof to such date pursuant to Section 502, (B) if, as of such date,
      the principal amount payable at the Stated Maturity of a Security is not
      determinable, the principal amount of such Security which shall be deemed to
      be
      Outstanding shall be the amount as specified or determined as contemplated
      by
      Section 301, (C) the principal amount of a Security denominated in one or more
      foreign currencies or currency units which shall be deemed to be Outstanding
      shall be the U.S. dollar equivalent, determined as of such date in the manner
      provided as contemplated by Section 301, of the principal amount of such
      Security (or, in the case of a Security described in Clause (A) or (B) above,
      of
      the amount determined as provided in such Clause), and (D) Securities owned
      by
      the Company or any other obligor upon the Securities or any Affiliate of the
      Company or of such other obligor shall be disregarded 


    
      
        
        

      

      
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    and
      deemed not to be Outstanding, except that, in determining whether the Trustee
      shall be protected in relying upon any such request, demand, authorization,
      direction, notice, consent, waiver or other action, only Securities which the
      Trustee knows to be so owned shall be so disregarded. Securities so owned which
      have been pledged in good faith may be regarded as Outstanding if the pledgee
      establishes to the satisfaction of the Trustee the pledgee's right so to act
      with respect to such Securities and that the pledgee is not the Company or
      any
      other obligor upon the Securities or any Affiliate of the Company or of such
      other obligor. 

     

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

     

    "Person”
      means
      any individual, corporation, partnership, joint venture, trust, unincorporated
      organization or government or any agency or political subdivision thereof.
      

     

    "Place
      of
      Payment", when used with respect to the Securities of any series, means the
      place or places where the principal of and any premium and interest on the
      Securities of that series are payable as specified as contemplated by Section
      301. 

     

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

     

    "Qualified
      Preferred Stock" means preferred stock which under no circumstances carries
      the
      right either separately or considered together with any other preferred stock
      of
      the issuer to control more than a majority of the voting power of such issuer.
      

     

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

     

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

     

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

     

    "Responsible
      Officer", when used with respect to the Trustee, means the chairman or any
      vice-chairman of the board of directors, the chairman or any vice-chairman
      of
      the executive committee of the board of directors, the chairman of the trust
      committee, the president, any vice president, the secretary, any assistant
      secretary, the treasurer, any assistant treasurer, the cashier, any assistant
      cashier, any trust officer or assistant trust officer, the controller or any
      assistant controller or any other officer of the Trustee customarily performing
      functions similar to those performed by any of the above


    
      
        
        

      

      
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    designated
      officers and also means, with respect to a particular corporate trust matter,
      any other officer to whom such matter is referred because of his knowledge
      of
      and familiarity with the particular subject. 

     

    "Restricted
      Subsidiary" means either of Jefferson-Pilot Life Insurance Company or the
      Alexander Hamilton Life Insurance Company of America. 

     

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

     

    "Securities
      Act" means the Securities Act of 1933 and any statute successor thereto, in
      each
      case as amended from time to time. 

     

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

     

    "Special
      Record Date" for the payment of any Defaulted Interest means a date fixed by
      the
      Trustee pursuant to Section 307. 

     

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

     

    "Subsidiary"
      means a corporation more than 50% of the outstanding voting stock of which
      is
      owned, directly or indirectly, by the Company or by one or more other
      Subsidiaries, or by the Company and one or more other Subsidiaries. For the
      purposes of this definition, "voting stock" means stock which ordinarily has
      voting power for the election of directors, whether at all times or only so
      long
      as no senior class of stock has such voting power by reason of any contingency.
      

     

    "Trading
      Day" means a day on which the security the Closing Price of which is being
      determined (A) is not suspended from trading on any national or regional
      securities exchange or association or over-the-counter market at the close
      of
      business and (B) has traded at least once on the national or regional securities
      exchange or association or over-the-counter market that is the primary market
      for the trading of such security. 

     

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

     

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

    


    
      
        
        

      

      
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    "Trustee"
      as used with respect to the Securities of any series shall mean the Trustee
      with
      respect to Securities of that series. 

     

    "U.S.
      Government Obligation" has the meaning specified in Section 1304. 

     

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

     

    SECTION
      102. Compliance
      Certificates and Opinions. 

     

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

     

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

     

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

     

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

     

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

     

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

     

    SECTION
      103. Form
      of Documents Delivered to Trustee. 

     

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

    



    


    
      
        
        

      

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


     

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

     

    SECTION
      104. Acts
      of Holders; Record Dates. 

     

    Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided or permitted by this Indenture to be given, made or taken by
      Holders may be embodied in and evidenced by one or more instruments of
      substantially similar tenor signed by such Holders in person or by agent duly
      appointed in writing; and, except as herein otherwise expressly provided, such
      action shall become effective when such instrument or instruments are delivered
      to the Trustee and, where it is hereby expressly required, to the Company.
      Such
      instrument or instruments (and the action embodied therein and evidenced
      thereby) are herein sometimes referred to as the "Act" of the Holders signing
      such instrument or instruments. Proof of execution of any such instrument or
      of
      a writing appointing any such agent shall be sufficient for any purpose of
      this
      Indenture and (subject to Section 601) conclusive in favor of the Trustee and
      the Company, if made in the manner provided in this Section. 

     

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

     

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

     

    Any
      request, demand, authorization, direction, notice, consent, waiver or other
      Act
      of the Holder of any Security shall bind every future Holder of the same
      Security and the Holder of every Security issued upon the registration of
      transfer thereof or in exchange therefor or in lieu thereof in respect of
      anything done, omitted or suffered to be done by 

    



    


    
      
        
        

      

      
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    the
      Trustee or the Company in reliance thereon,
      whether
      or not notation of such action is made upon such Security. 

     

    The
      Company may set any day as a record date for the purpose of determining the
      Holders of Outstanding Securities of any series entitled to give, make or take
      any request,
      demand,
      authorization, direction, notice, consent, waiver or other action provided
      or
      permitted by this Indenture to be given, made or taken by Holders of Securities
      of such series, provided
      that
      at
      the Company may not set a record date for, and the provisions of this paragraph
      shall not apply with respect to, the giving or making of any notice,
      declaration, request or direction referred to in the next paragraph. If any
      record date is set pursuant to this paragraph, the Holders of Outstanding
      Securities of the relevant series on such record date, and no other Holders,
      shall be entitled to take the relevant action,
      whether
      or not such Holders remain Holders after such record date; provided
      that
      no
      such action shall be effective hereunder unless taken on or prior to the
      applicable Expiration Date by Holders of the requisite principal amount of
      Outstanding Securities of such series on such record date. Nothing in this
      paragraph shall be construed to prevent the Company from setting a new record
      date for any action for which a record date has previously been set pursuant
      to
      this paragraph (whereupon the record date previously set shall automatically
      and
      with no action by any Person be cancelled and of no effect), and nothing in
      this
      paragraph shall be construed to render ineffective any action taken by Holders
      of the requisite principal amount of Outstanding Securities of the relevant
      series on the date such action is taken. Promptly after any record date is
      set
      pursuant to this paragraph, the Company, at its own expense, shall cause notice
      of such record date, the proposed action by Holders and the applicable
      Expiration Date to be given to the Trustee in writing and to each Holder of
      Securities of the relevant series in the manner set forth in Section 106.


     

    The
      Trustee may set any day as a record date for the purpose of determining the
      Holders of Outstanding Securities of any series entitled to join in the giving
      or making of (i) any Notice of Default, (ii) any declaration of acceleration
      referred to in Section 502, (iii) any request to institute proceedings referred
      to in Section 507(2) or (iv) any direction referred to in Section 512, in each
      case with respect to Securities of such series. If any record date is set
      pursuant to this paragraph, the Holders of Outstanding Securities of such series
      on such record date, and no other Holders, shall be entitled to join in such
      notice, declaration, request or direction, whether or not such Holders remain
      Holders after such record date; provided
      that
      no
      such action shall be effective hereunder unless taken on or prior to the
      applicable Expiration Date by Holders of the requisite principal amount of
      Outstanding Securities of such series on such record date. Nothing in this
      paragraph shall be construed to prevent the Trustee from setting a new record
      date for any action for which a record date has previously been set pursuant
      to
      this paragraph (whereupon the record date previously set shall automatically
      and
      with no action by any Person be cancelled and of no effect), and nothing in
      this
      paragraph shall be construed to render ineffective any action taken by Holders
      of the requisite principal amount of Outstanding Securities of the relevant
      series on the date such action is taken. Promptly after any record date is
      set
      pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
      notice of such record date, the proposed action by Holders and the 

    

      
        
          
          

        

        
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    applicable
      Expiration Date to be given to the Company in writing and to each Holder of
      Securities of the relevant series in the manner set forth in Section 106.


     

    With
      respect to any record date set pursuant to this Section, the party hereto which
      sets such record dates may designate any day as the "Expiration Date" and from
      time to time may change the Expiration Date to any earlier or later day;
provided
      that
      no
      such change shall be effective unless notice of the proposed new Expiration
      Date
      is given to the other party hereto in writing, and to each Holder of Securities
      of the relevant series in the manner set forth in Section 106, on or prior
      to
      the existing Expiration Date. If an Expiration Date is not designated with
      respect to any record date set pursuant to this Section, the party hereto which
      set such record date shall be deemed to have initially designated the 180th
      day
      after such record date as the Expiration Date with respect thereto, subject
      to
      its right to change the Expiration Date as provided in this paragraph.
      Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
      day after the applicable record date. 

     

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

     

    SECTION
      105. Notices,
      Etc., to Trustee and Company. 

     

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

     

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

     

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

     

    SECTION
      106. Notice
      to Holders; Waiver. 

     

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

    


    
      
        
        

      

      
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    notice
      to
      Holders is given by mail, neither the failure to mail such notice, nor any
      defect in any notice so mailed, to any particular Holder shall affect the
      sufficiency of such notice with respect to other Holders. Where this Indenture
      provides for notice in any manner, such notice may be waived in writing by
      the
      Person entitled to receive such notice, either before or after the event, and
      such waiver shall be the equivalent of such notice. Waivers of notice by Holders
      shall be filed with the Trustee, but such filing shall not be a condition
      precedent to the validity of any action taken in reliance upon such waiver.
      

     

    In
      case
      by reason of the suspension of regular mail service or by reason of any other
      cause it shall be impracticable to give such notice by mail, then such
      notification as shall be made with the approval of the Trustee shall constitute
      a sufficient notification for every purpose hereunder. 

     

    SECTION
      107. Conflict
      with Trust Indenture Act. 

     

    If
      any
      provision hereof limits, qualifies or conflicts with a provision of the Trust
      Indenture Act which is required under such Act to be a part of and govern this
      Indenture, the latter provision shall control. If any provision of this
      Indenture modifies or excludes any provision of the Trust Indenture Act which
      may be so modified or excluded, the latter provision shall be deemed to apply
      to
      this Indenture as so modified or to be excluded, as the case may be.


     

    SECTION
      108. Effect
      of Headings and Table of Contents. 

     

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

     

    SECTION
      109. Successors
      and Assigns.

    


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

     

    SECTION
      110. Separability
      Clause. 

     

    In
      case
      any provision in this Indenture or 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.



    
      
        
        

      

      
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    SECTION
      111. Benefits
      of Indenture. 

     

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

     

    SECTION
      112. Governing
      Law. 

     

    This
      Indenture and the Securities shall be governed by and construed in accordance
      with the law of the State of New York. 

     

    SECTION
      113. Legal
      Holidays. 

     

    In
      any
      case where any Interest Payment Date, Redemption Date or Stated Maturity of
      any
      Security shall not be a Business Day at any Place of Payment, then
      (notwith-standing any other provision of this Indenture or of the Securities
      (other than a provision of any Security which specifically states that such
      provision shall apply in lieu of this Section)) payment of interest or principal
      (and premium, if any) need not be made at such Place of Payment on such date,
      but may be made on the next succeeding Business Day at such Place of Payment
      with the same force and effect as if made on the Interest Payment Date or
      Redemption Date, or at the Stated Maturity. 

     

    ARTICLE
      TWO 

     

    SECURITY
      FORMS 

     

    SECTION
      201. Forms
      Generally. 

     

    The
      Securities of each series shall be in substantially the form set forth in this
      Article, or in such other form as shall be established by or pursuant to a
      Board
      Reso-lution or in one or more indentures supplemental hereto, in each case
      with
      such appropriate insertions, omissions, substitutions and other variations
      as
      are required or permitted by this Indenture, and may have such letters, numbers
      or other marks of identification and such legends or endorsements placed thereon
      as may be required to comply with the rules of any securities exchange or
      Depositary therefor or as may, consistently herewith, be determined by the
      officers executing such Securities, as evidenced by their execution thereof.
      If
      the form of Securities of any series is established by action taken pursuant
      to
      a Board Resolution, a copy of an appropriate record of such action shall be
      certified by the Secretary or an Assistant Secretary of the Company and
      delivered to the Trustee at or prior to the delivery of the Company Order
      contemplated by Section 303 for the authentication and delivery of such
      Securities. 

    


    
      
        
        

      

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

     

    SECTION
      202. Form
      of Face of Security. 

     

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

    


    .........................................................................

     

    ..................................................................................


     

    
      	
              No...............

            	
              $..............

            


    

     

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

     

    [If
      the Security is not to bear interest prior to Maturity, insert --
The
      Principal of this Security shall not bear interest except in the case of a
      default in payment of principal 

    


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    


    



    upon
      acceleration, upon redemption or at Stated Maturity and in such case the overdue
      principal and any overdue premium shall bear interest at the rate of
......%
      per
      annum
      (to the extent that the payment of such interest shall be legally enforceable),
      from the dates such amounts are due until they are paid or made available for
      payment. Interest on any overdue principal or premium shall be payable on
      demand. [Any such interest on overdue principal or premium which is not paid
      on
      demand shall bear interest at the rate of ........
      % per
      annum
      (to the extent that the payment of such interest on interest shall be legally
      enforceable), from the date of such demand until the amount so demanded is
      paid
      or made available for payment. Interest on any overdue interest shall be payable
      on demand.]] 

     

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

     

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

     

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

     

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

     

    Dated:
      

    
      	 	
              ................................................

              By.........................................................
                

            
	
               

              Attest:
                

            	 
	
              ...............................................................

            	 


    

     

    SECTION
      203. Form
      of Reverse of Security. 

     

    This
      Security is one of a duly authorized issue of securities of the Company (herein
      called the "Securities"), issued and to be issued in one or more series under
      an
      Indenture, dated as of ....................... (herein called the "Indenture",
      which term shall have 

    




    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    


    the
      meaning assigned to it in such instrument), between the Company and
      ......................, as Trustee (herein called the "Trustee", which term
      includes any successor trustee under the Indenture), and reference is hereby
      made to the Indenture for a statement of the respective rights, limitations
      of
      rights, duties and immunities thereunder of the Company, the Trustee, and the
      Holders of the Securities and of the terms upon which the Securities are, and
      are to be, authenticated and delivered. This Security is one of the series
      designated on the face hereof [if
      applicable, insert -
      ,
limited
      in aggregate principal amount to $................. ].
      

     

    [If
      applicable, insert - The
      Securities of this series are subject to redemption upon not less than 30 days'
      notice by mail, [if
      applicable, insert --
      (1)
      on
      .................. in any year commencing with the year ........... and ending
      with the year ........... through operation of the sinking fund for this series
      at a Redemption Price equal to 100 %
      of
      the
      principal amount, and (2)] at any time [if
      applicable, insert --
      on
      or
      after .........., 19 .. ], as a whole or in part, at the election of the
      Company, at the following Redemption Prices (expressed as percentages of the
      principal amount): If redeemed [if
      applicable, insert -
      on or
      before ......................,
      .....%, and
      if
      redeemed] during the 12-month period beginning.................... of the years
      indicated, 

    



    


    


    
      	
              Year

            	
              Redemption

            	
              Year

            	
              Redemption

            
	 	
              Price

            	 	
              Price

            


    

    


    


    



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

     

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

    


     

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    
 

    operation
      of the sinking fund (expressed as percentages of the principal amount) set
      forth
      in the table below: If redeemed during the 12-month period beginning ................ of
      the years indicated, 


    
      	 	
              Redemption
                Price

            	 
	 	
              For
                Redemption

            	
              Redemption
                Price For

            
	 	
              Through
                Operation

            	
              Redemption
                Otherwise

            
	 	
              of
                the

            	
              Than
                Through Operation

            
	
              Year

            	
              Sinking
                Fund

            	
              of
                the Sinking Fund

            


    

    


     

    



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

    


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

    


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

     

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

    
 

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    


    [If
      applicable, insert paragraph regarding subordination of the Security.]


     

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

     

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


     

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

     

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

     

    As
      provided in and subject to the provisions of the Indenture, the Holder of this
      Security shall not have the right to institute any proceeding with respect
      to
      the Indenture or for the appointment of a receiver or trustee or for any other
      remedy thereunder, unless such Holder shall have previously given the Trustee
      written notice of a continuing Event of Default with respect to the Securities
      of this series, the Holders of not less than 25 %
      in
      principal amount of the Securities of this series at the time Outstanding shall
      have made written request to the Trustee to institute proceedings in respect
      of
      such Event of Default as Trustee and offered the Trustee reasonable indemnity,
      and the Trustee shall not have received from the Holders of a majority in
      principal amount of Securities of this series at the time Outstanding a
      direction inconsistent with such request, and shall have 

    



    


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    



    failed
      to
      institute any such proceeding, for 60 days after receipt of such notice, request
      and offer of indemnity. The foregoing shall not apply to any suit instituted
      by
      the Holder of this Security for the enforcement of any payment of principal
      hereof or any premium or interest hereon on or after the respective due dates
      expressed herein. 

     

    No
      reference herein to the Indenture and no provision of this Security or of the
      Indenture shall alter or impair the obligation of the Company, which is absolute
      and unconditional, to pay the principal of and any premium and interest on
      this
      Security at the times, place and rate, 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 Security is registrable in the Security Register, upon
      surrender of this Security for registration of transfer at the office or agency
      of the Company in any place where the principal of and any premium and interest
      on this Security are payable, duly endorsed by, or accompanied by a written
      instrument of transfer in form satisfactory to the Company and the Security
      Registrar duly executed by, the Holder hereof or his attorney duly authorized
      in
      writing, and thereupon one or more new Securities of this series and of like
      tenor, of authorized denominations and for the same aggregate principal amount,
      will be issued to the designated transferee or transferees. 

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    


    SECTION
      204. Form
      of Legend for Global Securities. 

     

    Unless
      otherwise specified as contemplated by Section 301 for the Securities evidenced
      thereby, every Global Security authenticated and delivered hereunder shall
      bear
      a legend in substantially the following form: 

     

    THIS
      SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
      REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
      THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
      REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
      REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
      THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


     

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

     

    The
      Trustee's certificates of authentication shall be in substantially the following
      form: 

     

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

    


    
      	 	
              ______________________________________,

            
	 	
              As
                Trustee

            
	 	 
	 	
              By____________________________________,

            
	 	
              Authorized
                Officer 

            


    

     

    ARTICLE
      THREE 

     

    THE
      SECURITIES 

     

    SECTION
      301. Amount
      Unlimited; Issuable in Series. 

     

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

     

    The
      Securities may be issued in one or more series. There shall be established
      in or
      pursuant to a Board Resolution and, subject to Section 303, set forth, or
      determined in the manner provided, in an Officers' Certificate, or established
      in one or more indentures supplemental hereto, prior to the issuance of
      Securities of any series, 

     

    


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    
      (1)
        the
        title of the Securities of the series (which shall distinguish the Securities
        of
        the series from Securities of any other series); 

       

      (2)
        any
        limit upon the aggregate principal amount of the Securities of the series
        which
        may be authenticated and delivered under this Indenture (except for Securities
        authenticated and delivered upon registration of transfer of, or in exchange
        for, or in lieu of, other Securities of the series pursuant to Section 304,
        305,
        306, 906 or 1107 and except for any Securities which, pursuant to Section
        303,
        are deemed never to have been authenticated and delivered hereunder);


       

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

       

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

       

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

       

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

       

      (7)
        the
        period or periods within which, the price or prices at which and the terms
        and
        conditions upon which any Securities of the series may be redeemed, in whole
        or
        in part, at the option of the Company and, if other than by a Board Resolution,
        the manner in which any election by the Company to redeem the Securities
        shall
        be evidenced; 

       

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

       

      (9)
        if
        applicable, the terms of any right to exchange, or any automatic or mandatory
        exchange of, the Securities of the Series into other securities or property
        (including securities of other issuers, provided that
        such
        securities are registered under Section 12 of the Exchange Act and such issuer
        is then eligible to use Form S-3 (or any successor form) for a primary offering
        of its securities) of the Company; 

       

      (10)
        if
        other than denominations of $1,000 and any integral multiple thereof, the
        denominations in which any Securities of the series shall be issuable;


      



      


      
        
          
          

        

        
          -21-

          
            

          

        

        
          
          

        

      


      



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

       

      (12)
        if
        other than the currency of the United States of America, the currency,
        currencies or currency units in which the principal of or any premium or
        interest on any Securities of the series shall be payable and the manner
        of
        determining the equivalent thereof in the currency of the United States of
        America for any purpose, including for purposes of the definition of
        "Outstanding" in Section 101; 

       

      (13)
        if
        the principal of or any premium or interest on any Securities of the series is
        to be payable, at the election of the Company or the Holder thereof, in one
        or
        more currencies or currency units other than that or those in which such
        Securities are stated to be payable, the currency, currencies or currency
        units
        in which the principal of or any premium or interest on such Securities as
        to
        which such election is made shall be payable, the periods within which and
        the
        terms and conditions upon which such election is to be made and the amount
        so
        payable (or the manner in which such amount shall be determined); 

       

      (14)
        if
        other than the entire principal amount thereof, the portion of the principal
        amount of any Securities of the series which shall be payable upon declaration
        of acceleration of the Maturity thereof pursuant to Section 502; 

       

      (15)
        if
        the principal amount payable at the Stated Maturity of any Securities of
        the
        series will not be determinable as of anyone or more dates prior to the Stated
        Maturity, the amount which shall be deemed to be the principal amount of
        such
        Securities as of any such date for any purpose thereunder or hereunder,
        including the principal amount thereof which shall be due and payable upon
        any
        Maturity other than the Stated Maturity or which shall be deemed to be
        Outstanding as of any date prior to the Stated Maturity (or, in any such
        case,
        the manner in which such amount deemed to be the principal amount shall be
        determined); 

       

      (16)
        if
        applicable, that the Securities of the series, in whole or any specified
        part,
        shall be defeasible pursuant to Section 1302 or Section 1303 or both such
        Sections and, if other than by a Board Resolution, the manner in which any
        election by the Company to defease such Securities shall be evidenced;


       

      (17)
        if
        applicable, that any Securities of the series shall be issuable in whole
        or in
        part in the form of one or more Global Securities and, in such case, the
        respective Depositaries for such Global Securities, the form of any legend
        or
        legends which shall be borne by any such Global Security in addition to or
        in
        lieu of that set forth in Section 204 and any circumstances in addition to
        or in
        lieu of those set forth in Clause (2) of the last paragraph of Section 305
        in
        which any such Global Security may be exchanged in whole or in part for
        Securities registered, and any transfer of such Global Security in whole
        or in
        part may be registered, in the name or names of Persons other than the
        Depositary for such Global Security or a nominee thereof; 

      



      


      
        
          
          

        

        
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      (18)
        any
        addition to or change in the Events of Default which applies to any Securities
        of the series and any change in the right of the Trustee or the requisite
        Holders of such Securities to declare the principal amount thereof due and
        payable pursuant to Section 502; 

       

      (19)
        any
        addition to or change in the covenants set forth in Article Ten which applies
        to
        Securities of the series; and 

       

      (20)
        any
        other terms of the series (which terms shall not be inconsistent with the
        provisions of this Indenture, except as permitted by Section
        901(5)).

       

      All
        Securities of anyone series shall be substantially identical except as to
        denomination and except as may otherwise be provided in or pursuant to the
        Board
        Resolution referred to above and (subject to Section 303) set forth, or
        determined in the manner provided, in the Officers' Certificate referred
        to
        above or in any such indenture supplemental hereto. 

       

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

       

      SECTION
        302. Denominations. 

       

      The
        Securities of each series shall be issuable only in registered form without
        coupons and only in such denominations as shall be specified as contemplated
        by
        Section 301. In the absence of any such specified denomination with respect
        to
        the Securities of any series, the Securities of such series shall be issuable
        in
        denominations of $1,000 and any integral multiple thereof. 

       

      SECTION
        303. Execution,
        Authentication, Delivery and Dating. 

       

      The
        Securities shall be executed on behalf of the Company by its Chairman of
        the
        Board, its Vice Chairman of the Board, its President or one of its Vice
        Presidents, under its corporate seal reproduced thereon attested by its
        Secretary or one of its Assistant Secretaries. The signature of any of these
        officers on the Securities may be manual or facsimile. 

       

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

      


       

      
        
          
          

        

        
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      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 for authentication, together with a Company Order for the authentication
        and delivery of such Securities, and the Trustee in accordance with the Company
        Order shall authenticate and deliver such Securities. The Stated Maturity,
        original issue date, interest rate and any other terms of the Securities
        of such
        series may, if not previously established by a Board Resolution, Officers'
        Certificate or indenture supplemental hereto pursuant to Section 301, be
        determined by or pursuant to such Company Order and procedures. If provided
        for
        in such procedures, such Company Order may authorize authentication and delivery
        pursuant to oral or electronic instructions from the Company or its duly
        authorized agent, which instructions, if oral, shall be promptly confirmed
        in
        writing. If the form or terms of the Securities of the series have been
        established by or pursuant to one or more Board Resolutions as permitted
        by
        Sections 201 and 301, in authenticating such Securities, and accepting the
        additional responsibilities under this Indenture in relation to such Securities,
        the Trustee shall be entitled to receive, and (subject to Section 601) shall
        be
        fully protected in relying upon, an Opinion of Counsel stating, 

       

      (1)
        if
        the form of such Securities has been established by or pursuant to Board
        Resolution as permitted by Section 201, that such form has been established
        in
        conformity with the provisions of this Indenture; 

       

      (2)
        if
        the terms of such Securities, or the manner of determining such terms, have
        been
        established by or pursuant to Board Resolution as permitted by Section 301,
        that
        such terms, or such manner of determining such terms, have been established
        in
        conformity with the provisions of this Indenture; and 

       

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

       

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

       

      Notwithstanding
        the provisions of Section 301 and of the preceding paragraph, if all Securities
        of a series are not to be originally issued at one time, it shall not be
        necessary to deliver the Officers' Certificate otherwise required pursuant
        to
        Section 301 or the Company Order and Opinion of Counsel otherwise required
        pursuant to such preceding paragraph at or prior to the authentication of
        each
        Security of such series if such documents are delivered at or prior to the
        authentication upon original issuance of the first Security of such series
        to be
        issued. 

      


       

       

      
        
          
          

        

        
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      Each
        Security shall be dated the date of its authentication. 

       

      No
        Security shall be entitled to any benefit under this Indenture or be valid
        or
        obligatory for any purpose unless there appears on such Security a certificate
        of authentication substantially in the form provided for herein executed
        by the
        Trustee by manual signature, and such certificate upon any Security shall
        be
        conclusive evidence, and the only evidence, that such Security has been duly
        authenticated and delivered hereunder. Notwithstanding the foregoing, if
        any
        Security shall have been authenticated and delivered hereunder but never
        issued
        and sold by the Company, and the Company shall deliver such Security to the
        Trustee for cancellation as provided in Section 309, for all purposes of
        this
        Indenture such Security shall be deemed never to have been authenticated
        and
        delivered hereunder and shall never be entitled to the benefits of this
        Indenture. 

       

      SECTION
        304. Temporary
        Securities. 

       

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

       

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

       

      SECTION
        305. Registration,
        Registration of Transfer and Exchange. 

       

      The
        Company shall cause to be kept at the Corporate Trust Office of the Trustee
        a
        register (the register maintained in such office and in any other office
        or
        agency of the Company in a Place of Payment being herein sometimes collectively
        referred to as the "Security Register") in which, subject to such reasonable
        regulations as it may prescribe, the Company shall provide for the registration
        of Securities and of transfers of Securities. 

      


      
        
          
          

        

        
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      The
        Trustee is hereby appointed "Security Registrar” for the purpose of registering
        Securities and transfers of Securities as herein provided. 

       

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

       

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

       

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

       

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

       

      No
        service charge shall be made for any registration of transfer or exchange
        of
        Securities, but the Company may require payment of a sum sufficient to cover
        any
        tax or other governmental charge that may be imposed in connection with any
        registration of transfer or exchange of Securities, other than exchanges
        pursuant to Section 304, 906 or 1107 not involving any transfer. 

       

      If
        the
        Securities of any series (or of any series and specified tenor) are to be
        redeemed in part, the Company shall not be required (A) to issue, register
        the
        transfer of or exchange any Securities of that series (or of that series
        and
        specified tenor, as the case may be) during a period beginning at the opening
        of
        business 15 days before the day of the mailing of a notice of redemption
        of any
        such Securities selected for redemption under Section 1103 and ending at
        the
        close of business on the day of such mailing, or (B) to register the transfer
        of
        or exchange any Security so selected for redemption in whole or in part,
        except
        the unredeemed portion of any Security being redeemed in part. 

       

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

       

      (1)
        Each
        Global Security authenticated under this Indenture shall be registered in
        the
        name of the Depositary designated for such Global Security or a nominee thereof
        

      


      
        
          
          

        

        
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      and
        delivered to such Depositary or a nominee thereof or custodian therefor,
        and
        each such Global Security shall constitute a single Security for all purposes
        of
        this Indenture. 

       

      (2)
        Notwithstanding any other provision in this Indenture, no Global Security
        may be
        exchanged in whole or in part for Securities registered, and no transfer
        of a
        Global Security in whole or in part may be registered, in the name of any
        Person
        other than the Depositary for such Global Security or a nominee thereof unless
        (A) such Depositary (i) has notified the Company that it is unwilling or
        unable
        to continue as Depositary for such Global Security or (ii) has ceased to
        be a
        clearing agency registered under the Exchange Act, (B) there shall have occurred
        and be continuing an Event of Default with respect to such Global Security
        or
        (C) there shall exist such circumstances, if any, in addition to or in lieu
        of
        the foregoing as have been specified for this purpose as contemplated by
        Section
        301. 

       

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


       

      (4)
        Every
        Security authenticated and delivered upon registration of transfer of, or
        

      .
        in
        exchange for or in lieu of, a Global Security or any portion thereof, whether
        pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall
        be
        authenticated and delivered in the form of, and shall be, a Global Security,
        unless such Security is registered in the name of a Person other than the
        Depositary for such Global Security or a nominee thereof. 

       

      SECTION
        306. Mutilated,
        Destroyed, Lost and Stolen Securities. 

       

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

       

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

       

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

      



      


      
        
          
          

        

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

       

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

       

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

       

      SECTION
        307. Payment
        of Interest; Interest Rights Preserved. 

       

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


       

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

       

      (1)
        The
        Company may elect to make payment of any Defaulted Interest to the Persons
        in
        whose names the Securities of such series (or their respective Prede-cessor
        Securities) are registered at the close of business on a Special
        Record Date for the payment of such Defaulted Interest, which shall be fixed
        in
        the following manner. The Company shall notify the Trustee in writing of
        the
        amount of Defaulted Interest proposed to be paid on each Security of such
        series
        and the date of the proposed payment, and at the same time the Company shall
        deposit with the Trustee an amount of money equal to the aggregate amount
        proposed to be paid in respect of such Defaulted Interest or shall make
        arrangements satisfactory to the Trustee for such deposit prior to the date
        of
        the proposed payment, such money when deposited to be held in trust for the
        benefit of the Persons entitled to such Defaulted Interest as in this Clause
        provided. Thereupon the Trustee shall fix a Special Record Date for the payment
        of such Defaulted Interest which shall be not more than 15 days and not less
        than 10 days prior to the date of the proposed payment and not less than
        10 days
        after the receipt by the Trustee of the notice of the proposed payment. The
        Trustee shall promptly notify the Company of such 

      



      


      
        
          
          

        

        
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      Special
        Record Date and, in the name and at the expense of the Company, shall cause
        notice of the proposed payment of such Defaulted Interest and the Special
        Record
        Date therefor to be given to each Holder of Securities of such series in
        the
        manner set forth in Section 106, not less than 10 days prior to such Special
        Record Date. Notice of the proposed payment of such Defaulted Interest and
        the
        Special Record Date therefor having been so mailed, such Defaulted Interest
        shall be paid to the Persons in whose names the Securities of such series
        (or
        their respective Predecessor Securities) are registered at the close of business
        on such Special Record Date and shall no longer be payable pursuant to the
        following Clause (2). 

       

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

       

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

       

      SECTION
        308. Persons
        Deemed Owners. 

       

      Prior
        to
        due presentment of a Security for registration of transfer, the Company,
        the
        Trustee and any agent of the Company or the Trustee may treat the Person
        in
        whose name such Security is registered as the owner of such Security for
        the
        purpose of receiving payment of principal of and any premium and (subject
        to
        Section 307) any interest on such Security and for all other purposes
        whatsoever, whether or not such Security be overdue, and neither the Company,
        the Trustee nor any agent of the Company or the Trustee shall be affected
        by
        notice to the contrary. 

       

      SECTION
        309. Cancellation. 

       

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

      



      


      
        
          
          

        

        
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      permitted
        by this Indenture. All cancelled Securities held by the Trustee shall be
        disposed of as directed by a Company Order. 

       

      SECTION
        310. Computation
        of Interest. 

       

      Except
        as
        otherwise specified as contemplated by Section 301 for Securities of any
        series,
        interest on the Securities of each series shall be computed on the basis
        of a
        360-day year of twelve 30-day months. 

       

      ARTICLE
        FOUR 

       

      SATISFACTION
        AND DISCHARGE

       

      SECTION
        401. Satisfaction
        and Discharge of Indenture. 

       

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

       

      (1)
        either 

       

      (A)
        all
        Securities theretofore authenticated and delivered (other than (i) Securities
        which have been destroyed, lost or stolen and which have been replaced or
        paid
        as provided in Section 306
        and
        (ii)
        Securities for whose payment money has theretofore been deposited in trust
        or
        segregated and held in trust by the Company and thereafter repaid to the
        Company
        or discharged from such trust, as provided in Section 1003) have been delivered
        to the Trustee for cancellation; or 

       

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

       

      (i)
        have
        become due and payable, or 

       

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


       

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

       

      and
        the
        Company, in the case of (i),
        (ii)
        or
        (iii) above, has deposited or caused to be deposited with the Trustee as
        trust
        funds in trust for the purpose money in an amount sufficient to pay and
        discharge the entire indebtedness on such Securities not theretofore delivered
        to the Trustee for cancellation, for principal and any premium 

      



      


      
        
          
          

        

        
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      and
        interest to the date of such deposit (in the case of Securities which have
        become due and payable) or to the Stated Maturity or Redemption Date, as
        the
        case may be; 

       

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

       

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

       

      Notwithstanding
        the satisfaction and discharge of this Indenture, the obligations of the
        Company
        to the Trustee under Section 607, the obligations of the Trustee to any
        Authenticating Agent under Section 614 and, if money shall have been deposited
        with the Trustee pursuant to subclause (B) of Clause (1) of this Section,
        the
        obligations of the Trustee under Section 402 and the last paragraph of Section
        1003 shall survive until such obligations have been performed in full.


       

      SECTION
        402. Application
        of Trust Money. 

       

      Subject
        to the provisions of the last paragraph of Section 1003, all money deposited
        with the Trustee pursuant to Section 401 shall be held in trust and applied
        by
        it, in accordance with the provisions of the Securities and this Indenture,
        to
        the payment, either directly or through any Paying Agent (including the Company
        acting as its own Paying Agent) as the Trustee may determine, to the Persons
        entitled thereto, of the principal and any premium and interest for whose
        payment such money has been deposited with the Trustee. 

       

      ARTICLE
        FIVE 

       

      REMEDIES
        

       

      SECTION
        501. Events
        of Default. 

       

      "Event
        of
        Default", wherever used herein with respect to Securities of any series,
        means
        anyone of the following events (whatever the reason for such Event of Default
        and whether it shall be voluntary or involuntary or be effected by operation
        of
        law or pursuant to any judgment, decree or order of any court or any order,
        rule
        or regulation of any administrative or governmental body): 

       

      (1)
        default in the payment of any interest upon any Security of that series when
        it
        becomes due and payable, and continuance of such default for a period of
        30
        days; or 

       

      (2)
        default in the payment of the principal of or any premium on any Security
        of
        that series at its Maturity; or 

      


      
        
          
          

        

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

       

      (4)
        default in the performance, or breach, of any covenant or warranty of the
        Company in this Indenture (other than a covenant or warranty a default in
        whose
        performance or whose breach is elsewhere in this Section specifically dealt
        with
        or which has expressly been included in this Indenture solely for the benefit
        of
        series of Securities other than that series), and continuance of such default
        or
        breach for a period of 60 days after there has been given, by registered
        or
        certified mail, to the Company by the Trustee or to the Company and the Trustee
        by the Holders of at least 10% in principal amount of the Outstanding Securities
        of that series a written notice specifying such default or breach and requiring
        it to be remedied and stating that such notice is a "Notice of Default"
        hereunder; or 

       

      (5)
        a
        default under any bond, debenture, note or other evidence of indebtedness
        for
        money borrowed by the Company (including a default with respect to Securities
        of
        any series other than that series), or under any mortgage, indenture or
        instrument (including this Indenture) under which there may be issued or
        by
        which there may be secured or evidenced any indebtedness for money borrowed
        by
        the Company, whether such indebtedness now exists or shall hereafter be created,
        which default 

       

      (A)
        shall
        constitute a failure to pay any portion of the principal of such indebtedness
        when due and payable after the expiration of any applicable grace period
        with
        respect thereto or (B) shall have resulted in such indebtedness becoming
        or
        being declared due and payable prior to the date on which it would otherwise
        have become due and payable, without, in the case of Clause (A), such
        indebtedness having been discharged or without, in the case of Clause (B),
        such
        indebtedness having been discharged or such acceleration having been rescinded
        or annulled, in each such case within a period of 10 days after there shall
        have
        been given, by registered or certified mail, to the Company by the Trustee
        or to
        the Company and the Trustee by the Holders of at least 10% in principal amount
        of the Outstanding Securities of that series a written notice specifying
        such
        default and requiring the Company to cause such indebtedness to be discharged
        or
        cause such acceleration to be rescinded or annulled, as the case may be,
        and
        stating that such notice is a "Notice of Default" hereunder; provided,
        however, that,
        subject to the provisions of Sections 601 and 602, the Trustee shall not
        be
        deemed to have knowledge of such default unless either (A) a Responsible
        Officer
        of the Trustee shall have actual knowledge of such default or (B) the Trustee
        shall have received written notice thereof from the Company, from any Holder,
        from the holder of any such indebtedness or from the trustee under any such
        mortgage, indenture or other instrument; or 

       

      (6)
        the
        entry by a court having jurisdiction in the premises of (A) a decree or order
        for relief in respect of the Company or any Material Subsidiary in an
        involuntary case or proceeding under any applicable Federal or State bankruptcy,
        insolvency, reorganization or other similar law or (B) a decree or order
        adjudging the Company or any Material Subsidiary a bankrupt or insolvent,
        or
        approving as properly filed a petition seeking reorganization, arrangement,
        adjustment or composition of or in 

      



      


      
        
          
          

        

        
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      respect
        of the Company or any Material Subsidiary under any applicable Federal or
        State
        law, or appointing a custodian, receiver, liquidator, assignee, trustee,
        sequestrator or other similar official of the Company or any Material Subsidiary
        or of any substantial part of its property, or ordering the winding up or
        liquidation of its affairs, and the continuance of any such decree or order
        for
        relief or any such other decree or order unstayed and in effect for a period
        of
        60 consecutive days; or 

       

      (7)
        the
        commencement by the Company or any Material Subsidiary of a voluntary case
        or
        proceeding under any applicable Federal or State bankruptcy, insolvency,
        reorganization or other similar law or of any other case or proceeding to
        be
        adjudicated a bankrupt or insolvent, or the consent by it to the entry of
        a
        decree or order for relief in respect of the Company or any Material Subsidiary
        in an involuntary case or proceeding under any applicable Federal or State
        bankruptcy, insolvency, reorganization or other similar law or to the
        commencement of any bankruptcy or insolvency case or proceeding against it,
        or
        the filing by it of a petition or answer or consent seeking reorganization
        or
        relief under any applicable Federal or State law, or the consent by it to
        the
        filing of such petition or to the appointment of or taking pos-session by
        a
        custodian, receiver, liquidator, assignee, trustee, sequestrator or other
        similar official of the Company or any Material Subsidiary or of any substantial
        part of its property, or the making by it of an assignment for the benefit
        of
        creditors, or the admission by it in writing of its inability to pay its
        debts
        generally as they become due, or the taking of corporate action by the Company
        or any Material Subsidiary in furtherance of any such action;· or 

       

      (8)
        any
        other Event of Default provided with respect to Securities of that series.
        

       

      SECTION
        502. Acceleration
        of Maturity; Rescission and Annulment. 

       

      If
        an
        Event of Default (other than an Event of Default specified in Section 501(6)
        or
        501(7))
        with respect to Securities of any series at the time Outstanding occurs and
        is
        continuing, then in every such case the Trustee or the Holders of not less
        than
        25% in principal amount of the Outstanding Securities of that series may
        declare
        the principal amount of all the Securities of that series (or, if any Securities
        of that series are Original Issue Discount Securities, such portion of the
        principal amount of such Securities as may be specified by the terms thereof)
        to
        be due and payable immediately, by a notice in writing to the Company (and
        to
        the Trustee if given by Holders), and upon any such declaration such principal
        amount (or specified amount) shall become immediately due and payable (subject
        to Article Fourteen). If an Event of Default specified in Section 501(6)
        or 501
        (7) with respect to Securities of any series at the time Outstanding occurs,
        the
        principal amount of all the Securities of that series (or, if any Securities
        of
        that series are Original Issue Discount Securities, such portion of the
        principal amount of such Securities as may be specified by the terms thereof)
        shall automatically, and without any declaration or other action on the part
        of
        the Trustee or any Holder, become immediately due and payable. 

      


      
        
          
          

        

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

       

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


       

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

       

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


       

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

       

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

       

      and
        

       

      (2)
        all
        Events of Default with respect to Securities of that series, other than the
        non-payment of the principal of Securities of that series which have become
        due
        solely by such declaration of acceleration, have been cured or waived as
        provided in Section 513. 

       

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

       

      SECTION
        503. Collection
        of Indebtedness and Suits for Enforcement by Trustee. 

       

      The
        Company covenants that if 

       

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

       

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

       

      the
        Company will, upon demand of the Trustee, pay to it, for the benefit of the
        Holders of such Securities, the whole amount then due and payable on such
        Securities for princi-pal and any premium and interest and, to the extent
        that
        payment of such interest shall 

      



      


      
        
          
          

        

        
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      be
        legally enforceable, interest on any overdue principal and premium and on
        any
        overdue interest. at the rate or rates prescribed therefor in such Securities,
        and, in addition thereto, such further amount as shall be sufficient to cover
        the costs and expenses of collection, including the reasonable compensation,
        expenses, disbursements and advances of the Trustee, its agents and counsel.
        

       

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

       

      SECTION
        504. Trustee
        May File Proofs of Claim. 

       

      In
        case
        of any judicial proceeding relative to the Company (or any other obligor
        upon
        the Securities), its property or its creditors, the Trustee shall be entitled
        and empowered, by intervention in such proceeding or otherwise, to take any
        and
        all actions authorized under the Trust Indenture Act in order to have claims
        of
        the Holders and the Trustee allowed in any such proceeding. In particular,
        the
        Trustee shall be authorized to collect and receive any moneys or other property
        payable or deliverable on any such claims and to distribute the same; and
        any
        custodian, receiver, assignee, trustee, liquidator, sequestrator or other
        similar official in any such judicial proceeding is hereby authorized by
        each
        Holder to make such payments to the Trustee and, in the event that the Trustee
        shall consent to the making of such payments directly to the Holders, to
        pay to
        the Trustee any amount due it for the reasonable compensation, expenses,
        disbursements and advances of the Trustee, its agents and counsel, and any
        other
        amounts due the Trustee under Section 607. 

       

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

       

      SECTION
        505. Trustee
        May Enforce Claims Without Possession of Securities. 

       

      All
        rights of action and claims under this Indenture or the Securities may be
        prosecuted and enforced by the Trustee without the possession of any of the
        Securities or the production thereof in any proceeding relating thereto,
        and any
        such proceeding instituted by the Trustee shall be brought in its own name
        as
        trustee of an express trust, and any recovery of judgment shall, after provision
        for the payment of the reasonable 

      



      


      
        
          
          

        

        
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      compensation,
        expenses, disbursements and advances of the Trustee, its agents and counsel,
        be
        for the ratable benefit of the Holders of the Securities in respect of which
        such judgment has been recovered. 

       

      SECTION
        506. Application
        of Money Collected. 

       

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

       

      FIRST:
        To
        the payment of all amounts due the Trustee under Section 607; and 

       

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

       

      SECTION
        507. Limitation
        on Suits. 

       

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

       

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

       

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

       

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

       

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

       

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


      
        
          
          

        

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

       

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

       

      Notwithstanding
        any other provision in this Indenture, the Holder of any Security shall have
        the
        right, which is absolute and unconditional, to receive (subject to Article
        Fourteen) payment of the principal of and any premium and (subject to Section
        307) interest on such Security on the respective Stated Maturities expressed
        in
        such Security (or, in the case of redemption, on the Redemption Date) and
        to
        institute suit for the enforcement of any such payment, and such rights shall
        not be impaired without the consent of such Holder. 

       

      SECTION
        509. Restoration
        of Rights and Remedies. 

       

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

       

      SECTION
        510. Rights
        and Remedies Cumulative. 

       

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

       

      SECTION
        511. Delay
        or Omission Not Waiver. 

       

      No
        delay
        or omission of the Trustee or of any Holder of any Securities to exercise
        any
        right or remedy accruing upon any Event of Default shall impair any such
        right
        or 

      



      


      
        
          
          

        

        
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      remedy
        or
        constitute a waiver of any such Event of Default or an acquiescence therein.
        Every right and remedy given by this Article or by law to the Trustee or
        to the
        Holders may be exercised from time to time, and as often as may be deemed
        expedient, by the Trustee or by the Holders, as the case may be.

       

      SECTION
        512. Control
        by Holders. 

       

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

       

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

       

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

       

      SECTION
        513. Waiver
        Of Past Defaults.
        

       

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

       

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

       

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

       

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

       

      SECTION
        514. Undertaking/or
        Costs. 

       

      In
        any
        suit for the enforcement of any right or remedy under this Indenture, or in any
        suit against the Trustee for any action taken, suffered or omitted by it
        as
        Trustee, a court may require any party litigant in such suit to file an
        undertaking to pay the costs of such suit, and may assess costs against any
        such
        party litigant, in the manner and to the extent provided in the Trust Indenture
        Act; provided
        that
        neither this Section nor the 

       

       

      
        
          
          

        

        
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      Trust
        Indenture Act shall be deemed to authorize any court to require such an
        undertaking or to make such an assessment in any suit instituted by the Company.
        

       

      SECTION
        515. Waiver
        of Usury, Stay or Extension Laws. 

       

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

       

      ARTICLE
        SIX 

       

      THE
        TRUSTEE 

       

      SECTION
        601. Cenain
        Duties and Responsibilities. 

       

      The
        duties and responsibilities of the Trustee shall be as provided by the Trust
        Indenture Act. Notwithstanding the foregoing, 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. Whether or not therein expressly
        so provided, every provision of this Indenture relating to the conduct or
        affecting the liability of or affording protection to the Trustee shall be
        subject to the provisions of this Section. 

       

      SECTION
        602. Notice
        of Defaults. 

       

      If
        a
        default occurs hereunder with respect to Securities of any series, the Trustee
        shall give the Holders of Securities of such series notice of such default
        as
        and to the extent provided by the Trust Indenture Act; provided,
        however, that
        in
        the case of any default of the character specified in Section 501(4) with
        respect to Securities of such series, no such notice to Holders shall be
        given
        until at least 30 days after the occurrence thereof. For the purpose of this
        Section, the term "default" means any event which is, or after notice or
        lapse
        of time or both would become, an Event of Default with respect to Securities
        of
        such series. 

      


      
        
          
          

        

        
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      SECTION
        603. Certain
        Rights of Trustee. 

       

      Subject
        to the provisions of Section 601: 

       

      (1)
        the
        Trustee may rely and shall be protected in acting or refraining from acting
        upon
        any resolution, certificate, statement, instrument, opinion, report, notice,
        request, direction, consent, order, bond, debenture, note, other evidence
        of
        indebtedness or other paper or document believed by it to be genuine and
        to have
        been signed or presented by the proper party or parties or reasonably believed
        by it to be the proper party
        or
        parties; 

       

      (2)
        any
        request or direction of the Company mentioned herein shall be sufficiently
        evidenced by a Company Request or Company Order, and any resolution of the
        Board
        of Directors shall be sufficiently evidenced by a Board Resolution;


       

      (3)
        whenever in the administration of this Indenture the Trustee shall deem it
        desirable that a matter be proved or established prior to taking, suffering
        or
        omitting any action hereunder, the Trustee (unless other evidence be herein
        specifically prescribed) may, in the absence of bad faith on its part, rely
        upon
        an Officers' Certificate; 

       

      (4)
        the
        Trustee may consult with counsel and the written advice of such counsel or
        any
        Opinion of Counsel shall be full and complete authorization and protection
        in
        respect of any action taken, suffered or omitted by it hereunder in good
        faith
        and in reliance thereon; 

      .
         .
        

      (5)
        the
        Trustee shall be under no obligation to exercise any of the rights or powers
        vested
        in
        it by this Indenture at the request or direction of any of the Holders pursuant
        to this Indenture, unless such Holders shall have offered to the Trustee
        reasonable security or indemnity against the costs, expenses and liabilities
        which might be incurred by it in compliance with such request or direction;
        

       

      (6)
        the
        Trustee shall not be bound to make any investigation into the facts or matters
        stated in any resolution, certificate, statement, instrument, opinion, report,
        notice, request, direction, consent, order, bond, debenture, note, other
        evidence of indebtedness or other paper or document, but the Trustee, in
        its
        discretion, may make such further inquiry or investigation into such facts
        or
        matters as it may see fit, and, if the Trustee shall determine to make such
        further inquiry or investigation, it shall be entitled to examine the books,
        records and premises of the Company, personally or by agent or attorney;
        and


       

      (7)
        the
        Trustee may execute any of the trusts or powers hereunder or perform any
        duties
        hereunder either directly or by or through agents or attorneys and the Trustee
        shall not be responsible for any misconduct or negligence on the part of
        any
        agent or attorney appointed with due care by it hereunder. 

       

      
 

      
        
          
          

        

        
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      SECTION
        604. Not
        Responsible for Recitals or Issuance of Securities. 

       

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

       

      SECTION
        605. May
        Hold Securities. 

       

      The
        Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar
        or
        any other agent of the Company, in its individual or any other capacity,
        may
        become the owner or pledgee of Securities and, subject to Sections 608 and
        613,
        may otherwise deal with the Company with the same rights it would have if
        it
        were not Trustee, Authenticating Agent, Paying Agent, Security Registrar
        or such
        other agent. 

       

      SECTION
        606. Money
        Held in Trust. 

       

      Money
        held by the Trustee in trust hereunder need not be segregated from other
        funds
        except to the extent required by law. The Trustee shall be under no liability
        for interest on any money received by it hereunder except as otherwise agreed
        with the Company. 

       

      SECTION
        607. Compensation
        and Reimbursement. 

       

      The
        Company agrees 

       

      (1)
        to
        pay to the Trustee from time to time reasonable compensation for all services
        rendered by it hereunder (which compensation shall not be limited by any
        provision of law in regard to the compensation of a trustee of an express
        trust); 

       

      (2)
        except as otherwise expressly provided herein, to reimburse the Trustee upon
        its
        request for all reasonable expenses, disbursements and advances incurred
        or made
        by the Trustee in accordance with any provision of this Indenture (including
        the
        reasonable compensation and the expenses and disbursements of its agents
        and
        counsel), except any such expense, disbursement or advance as may be
        attributable to its negligence or bad faith; and 

       

      (3)
        to
        indemnify the Trustee for, and to hold it harmless against, any loss, liability
        or expense incurred without gross negligence or willful misconduct on its
        part,
        arising out of or in connection with the acceptance or administration of
        the
        trust or trusts hereunder, including the costs and expenses of defending
        itself
        against any claim or 

      



      


      
        
          
          

        

        
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      liability
        in connection with the exercise or performance of any of its powers or duties
        hereunder. 

       

      SECTION
        608. Conflicting
        Interests. 

       

      If
        the
        Trustee has or shall acquire a conflicting interest within the meaning of
        the
        Trust Indenture Act, the Trustee shall either eliminate such interest or
        resign,
        to the extent and in the manner provided by, and subject to the provisions
        of,
        the Trust Indenture Act and this Indenture. To the extent permitted by such
        Act,
        the Trustee shall not be deemed to have a conflicting interest by virtue
        of
        being a trustee under this Indenture with respect to Securities of more than
        one
        series. 

       

      SECTION
        609. Corporate
        Trustee Required; Eligibility. 

       

      There
        shall at all times be one (and only one) Trustee hereunder with respect to
        the
        Securities of each series, which may be Trustee hereunder for Securities
        of one
        or more other series. Each Trustee shall be a Person that is eligible pursuant
        to the Trust Indenture Act to act as such and has a combined capital and
        surplus
        of at least $50,000,000. If any such Person publishes reports of condition
        at
        least annually, pursuant to law or to the requirements of its supervising
        or
        examining authority, then for the purposes of this Section and to the extent
        permitted by the Trust Indenture Act, the combined capital and surplus of
        such
        Person shall be deemed to be its combined capital and surplus as set forth
        in
        its most recent report of condition so published. If at any time the Trustee
        with respect to the Securities of any series shall cease to be eligible in
        accor-dance with the provisions of this Section, it shall resign immediately
        in
        the manner and with the effect hereinafter specified in this
        Article.

       

      SECTION
        610. Resignation
        and Removal; Appointment of Successor. 

       

      No
        resignation or removal of the Trustee and no appointment of a successor Trustee
        pursuant to this Article shall become effective until the acceptance of
        appointment by the successor Trustee in accordance with the applicable
        requirements of Section 611. 

       

      The
        Trustee may resign at any time with respect to the Securities of one or more
        series by giving written notice thereof to the Company. If the instrument
        of
        acceptance by a successor Trustee required by Section 611 shall not have
        been
        delivered to the Trustee within 30 days after the giving of such notice of
        resignation, the resigning Trustee may petition any court of competent
        jurisdiction for the appointment of a successor Trustee with respect to the
        Securities of such series. 

       

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


      


      
        
          
          

        

        
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      If
        at any
        time: 

       

      (1)
        the
        Trustee shall fail to comply with Section 608 after written request therefor
        by
        the Company or by any Holder who has been a bona fide Holder of a Security
        for
        at least six months, or 

       

      (2)
        the
        Trustee shall cease to be eligible under Section 609 and shall fail to resign
        after written request therefor by the Company or by any such Holder, or


       

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

       

      then,
        in
        any such case, (A) the Company by a Board Resolution may remove the Trustee
        with
        respect to all Securities, or (B) subject to Section 514, any Holder who
        has
        been a bona fide Holder of a Security for at least six months may, on behalf
        of
        himself and all others similarly situated, petition any court of competent
        jurisdiction for the removal of the Trustee with respect to all Securities
        and
        the appointment of a successor Trustee or Trustees. 

       

      If
        the
        Trustee shall resign, be removed or become incapable of acting, or if a vacancy
        shall occur in the office of Trustee for any cause, with respect to the
        Securities of one or more series, the Company, by a Board Resolution, shall
        promptly appoint a successor Trustee or Trustees with respect to the Securities
        of that or those series (it being understood that any such successor Trustee
        may
        be appointed with respect to the Securities of one or more or all of such
        series
        and that at any time there shall be only one Trustee with respect to the
        Securities of any particular series) and shall comply with the applicable
        requirements of Section 611. If, within one year after such resignation,
        removal
        or incapability, or the occurrence of such vacancy, a successor Trustee with
        respect to the Securities of any series shall be appointed by Act of the
        Holders
        of a majority in principal amount of the Outstanding Securities of such series
        delivered to the Company and the retiring Trustee, the successor Trustee
        so
        appointed shall, forthwith upon its acceptance of such appointment in accordance
        with the applicable requirements of Section 611, become the successor Trustee
        with respect to the Securities of such series and to that extent supersede
        the
        successor Trustee appointed by the Company. If no successor Trustee with
        respect
        to the Securities of any series shall have been so appointed by the Company
        or
        the Holders and accepted appointment in the manner required by Section 611,
        any
        Holder who has been a bona fide Holder of a Security of such series for at
        least
        six months may, on behalf of himself and all others similarly situated, petition
        any court of competent jurisdiction for the appointment of a successor Trustee
        with respect to the Securities of such series. 

       

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

      


      
        
          
          

        

        
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      Trustee
        with respect to the Securities of such series and the address of its Corporate
        Trust Office. 

       

      SECTION
        611. Acceptance
        of Appointment by Successor. 

       

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

       

      In
        case
        of the appointment hereunder of a successor Trustee with respect to the
        Securities of one or more (but not all) series, the Company, the retiring
        Trustee and each successor Trustee with respect to the Securities of one
        or more
        series shall execute and deliver an indenture supplemental hereto wherein
        each
        successor Trustee shall accept such appointment and which (1)
        shall
        contain such provisions as shall be necessary or desirable to transfer and
        confirm to, and to vest in, each successor Trustee all the rights, powers,
        trusts and duties of the retiring Trustee with respect to the Securities
        of that
        or those series to which the appointment of such successor Trustee re1ates,
        (2)
        if the retiring Trustee is not retiring with respect to all Securities, shall
        contain such provisions as shall be deemed necessary or desirable to confirm
        that all the rights, powers, trusts and duties of the retiring Trustee with
        respect to the Securities of that or those series as to which the retiring
        Trustee is not retiring shall continue to be vested in the retiring Trustee,
        and
        (3) shall add to or change any of the provisions of this Indenture as shall
        be
        necessary to provide for or facilitate the administration of the trusts
        hereunder by more than one Trustee, it being understood that nothing herein
        or
        in such supplemental indenture shall constitute such Trustees co-trustees
        of the
        same trust and that each such Trustee shall be trustee of a trust or trusts
        hereunder separate and apart from any trust or trusts hereunder administered
        by
        any other such Trustee; and upon the execution and delivery of such supplemental
        indenture the resignation or removal of the retiring Trustee shall become
        effective to the extent provided therein and each such successor Trustee,
        without any further act, deed or conveyance, shall become vested with all
        the
        rights, powers, trusts and duties of the retiring Trustee with respect to
        the
        Securities of that or those series to which the appointment of such successor
        Trustee relates; but, on request of the Company or any successor Trustee,
        such
        retiring Trustee shall duly assign, transfer and deliver to such successor
        Trustee all property and money held by such retiring Trustee hereunder with
        respect to the Securities of that or those series to which the appointment
        of
        such successor Trustee relates. 


      
        
          
          

        

        
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      Upon
        request of any such successor Trustee, the Company shall execute any and
        all
        instruments for more fully and certainly vesting in and confirming to such
        successor Trustee all such rights, powers and trusts referred to in the first
        or
        second preceding paragraph, as the case may be. 

       

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

       

      SECTION
        612. Merger,
        Conversion, Consolidation or Succession to Business. 

       

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


       

      SECTION
        613. Preferential
        Collection of Claims Against Company.
        

       

      If
        and
        when the Trustee shall be or become a creditor of the Company (or any other
        obligor upon the Securities), the Trustee shall be subject to the provisions
        of
        the Trust Indenture Act regarding the collection of claims against the Company
        (or any such other obligor). 

       

      SECTION
        614. Appointment
        of Authenticating Agent. 

       

      The
        Trustee may appoint an Authenticating Agent or Agents with respect to one
        or
        more series of Securities which shall be authorized to act on behalf of the
        Trustee to authenticate Securities of such series issued upon original issue
        and
        upon exchange, registration of transfer or partial redemption thereof or
        pursuant to Section 306, and Securities so authenticated shall be entitled
        to
        the benefits of this Indenture and shall be valid and obligatory for all
        purposes as if authenticated by the Trustee hereunder. Wherever reference
        is
        made in this Indenture to the authentication and delivery of Securities by
        the
        Trustee or the Trustee's certificate of authentication, such reference shall
        be
        deemed to include authentication and delivery on behalf of the Trustee by
        an
        Authenticating Agent and a certificate of authentication executed on behalf
        of
        the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
        acceptable to the Company and shall at all times be a corporation organized
        and
        doing business under the laws of the United States of America, any State
        thereof
        or the District of Columbia, 

      



      


      
        
          
          

        

        
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      authorized
        under such laws to act as Authenticating Agent, having a combined capital
        and
        surplus of not less than $50,000,000 and subject to supervision or examination
        by Federal or State authority. If such Authenticating Agent publishes reports
        of
        condition at least annually, pursuant to law or to the requirements of said
        supervising or examining authority, then for the purposes of this Section,
        the
        combined capital and surplus of such Authenticating Agent shall be deemed
        to be
        its combined capital and surplus as set forth in its most recent report of
        condition so published. If at any time an Authenticating Agent shall cease
        to be
        eligible in accordance with the provisions of this Section, such Authenticating
        Agent shall resign immediately in the manner and with the effect specified
        in
        this Section. 

       

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

       

      An
        Authenticating Agent may resign at any time by giving written notice thereof
        to
        the Trustee and to the Company. The Trustee may at any time terminate the
        agency
        of an Authenticating Agent by giving written notice thereof to such
        Authenticating Agent and to the Company. Upon receiving such a notice of
        resignation or upon such a termination, or in case at any time such
        Authenticating Agent shall cease to be eligible in accordance with the
        provisions of this Section, the Trustee may appoint a successor Authenticating
        Agent which shall be acceptable to the Company and shall give notice of such
        appointment in the manner provided in Section 106 to all Holders of Securities
        of the series with respect to which such Authenticating Agent will serve.
        Any
        successor Authenticating Agent upon acceptance of its appointment hereunder
        shall become vested with all the rights, powers and duties of its predecessor
        hereunder, with like effect as if originally named as an Authenticating Agent.
        No successor Authenticating Agent shall be appointed unless eligible under
        the
        provisions of this Section. 

       

      The
        Trustee agrees to pay to each Authenticating Agent from time to time reasonable
        compensation for its services under this Section, and the Trustee shall be
        entitled to be reimbursed for such payments, subject to the provisions of
        Section 607. 

       

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

      


      
        
          
          

        

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

       

      


      
        	 	
                 

                __________________________

              
	 	
                 

                As
                  Trustee

              
	 	 
	 	
                 

                By
                  __________________________

              
	 	
                 

                As
                  Authenticating Agent

              
	 	 
	 	
                 

                By
                  __________________________

              
	 	
                 

                Authorized
                  Officer

              


      

       

      


       

      ARTICLE
        SEVEN 

       

      HOLDERS'
        LISTS AND REPORTS BY TRUSTEE AND COMPANY 

       

      SECTION
        701. Company
        to Furnish Trustee Names and Addresses of Holders. 

       

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

       

      (1)
        semi-annually, not later than January 15 and July 15 in each year, a list,
        in
        such form as the Trustee may reasonably require, of the names and addresses
        of
        the Holders of Securities of each series as of the preceding January 1 or
        July
        1, as the case may be, and 

       

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

       

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

       

      SECTION
        702. Preservation
        of Information; Communications to Holders. 

       

      The
        Trustee shall preserve, in as current a form as is reasonably practicable,
        the
        names and addresses of Holders contained in the most recent list furnished
        to
        the Trustee as provided in Section 701 and the names and addresses of Holders
        received by the 

      


       

      
        
          
          

        

        
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      Trustee
        in its capacity as Security Registrar. The Trustee may destroy any list
        furnished to it as provided in Section 701 upon receipt of a new list so
        furnished.

       

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

       

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

       

      SECTION
        703. Reports
        by Trustee. 

       

      The
        Trustee shall transmit to Holders such reports concerning the Trustee and
        its
        actions under this Indenture as may be required pursuant to the Trust Indenture
        Act at the times and in the manner provided pursuant thereto. 

       

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

       

      SECTION
        704. Reports
        by Company. 

       

      The
        Company shall file with the Trustee and the Commission, and transmit to Holders,
        such information, documents and other reports, and such summaries thereof,
        as
        may be required pursuant to the Trust Indenture Act at the times and in the
        manner provided pursuant to such Act; provided
        that
        any
        such information, documents or reports required to be filed with the Commission
        pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
        Trustee within 15 days after the same is so required to be filed with the
        Commission. 

       

      ARTICLE
        EIGHT 

       

      CONSOLIDATION,
        MERGER, CONVEYANCE, TRANSFER OR LEASE 

       

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

       

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


      
        
          
          

        

        
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      or
        convey, transfer or lease its properties and assets substantially as an entirety
        to the Company, unless: 

       

      (1)
        in
        case the Company shall consolidate with or merge into another Person or convey,
        transfer or lease its properties and assets substantially as an entirety
        to any
        Person, the Person formed by such consolidation or into which the Company
        is
        merged or the Person which acquires by conveyance or transfer, or which leases,
        the properties and assets of the Company substantially as an entirety shall
        be a
        cor-poration, partnership or trust, shall be organized and validly existing
        under the laws of the United States of America, any State thereof or the
        District of Columbia and shall expressly assume, by an indenture supplemental
        hereto, executed and delivered to the Trustee, in form satisfactory to the
        Trustee, the due and punctual payment of the principal of and any premium
        and
        interest on all the Securities and the performance or observance of every
        covenant of this Indenture on the part of the Company to be performed or
        observed; 

       

      (2)
        immediately after giving effect to such transaction and treating any
        indebted-ness which becomes an obligation of the Company or any Subsidiary
        as a
        result of such transaction as having been incurred by the Company or such
        Subsidiary at the time of such transaction, no Event of Default, and no event
        which, after notice or lapse of time or both, would become an Event of Default,
        shall have happened and be continuing; 

       

      (3)
        if,
        as a result of any such consolidation or merger or such conveyance, transfer
        or
        lease, properties or assets of the Company would become subject to a mortgage,
        pledge, lien, security interest or other encumbrance which would not be
        permitted by this Indenture, the Company or such successor Person, as the
        case
        may be, shall take such steps as shall be necessary effectively to secure
        the
        Securities equally and ratably with (or prior to) all indebtedness secured
        thereby; and 

       

      (4)
        the
        Company has delivered to the Trustee an Officers' Certificate and an Opinion
        of
        Counsel, each stating that such consolidation, merger, conveyance, transfer
        or
        lease and, if a supplemental indenture is required in connection with such
        transaction, such supplemental indenture comply with this Article and that
        all
        conditions precedent herein provided for relating to such transaction have
        been
        complied with. 

       

      SECTION
        802. Successor
        Substituted. 

       

      Upon
        any
        consolidation of the Company with, or merger of the Company into, any other
        Person or any conveyance, transfer or lease of the properties and assets
        of the
        Company substantially as an entirety in accordance with Section 801, the
        successor Person formed by such consolidation or into which the Company is
        merged or to which such conveyance, transfer or lease is made shall succeed
        to,
        and be substituted for, and may exercise every right and power of, the Company
        under this Indenture with the same effect as if such successor Person had
        been
        named as the Company herein, and thereafter, 

      



      


      
        
          
          

        

        
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      except
        in
        the case of a lease, the predecessor Person shall be relieved of all obligations
        and covenants under this Indenture and the Securities. 

       

      ARTICLE
        NINE 

       

      SUPPLEMENTAL
        INDENTURES 

       

      SECTION
        901. Supplemental
        Indentures Without Consent of Holders. 

       

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

       

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

       

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

       

      (3)
        to
        add any additional Events of Default for the benefit of the Holders of all
        or
        any series of Securities (and if such additional Events of Default are to
        be for
        the benefit of less than all series of Securities, stating that such additional
        Events of Default are expressly being included solely for the benefit of
        such
        series); or 

       

      (4)
        to
        add to or change any of the provisions of this Indenture to such extent as
        shall
        be necessary to permit or facilitate the issuance of Securities in bearer
        form,
        registrable or not registrable as to principal, and with or without interest
        coupons, or to permit or facilitate the issuance of Securities in uncertificated
        form; or 

       

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

       

      (6)
        to
        secure the Securities; or 

      


      


      
        
          
          

        

        
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    (7)
      to
      establish the form or terms of Securities of any series as permitted by Sections
      201 and 301; or 

     

    (8)
      to
      evidence and provide for the acceptance of appointment hereunder by a successor
      Trustee with respect to the Securities of one or more series and to add to
      or
      change any of the provisions of this Indenture as shall be necessary to provide
      for or facilitate the administration of the trusts hereunder by more than one
      Trustee, pursuant to the requirements of Section 611; or 

     

    (9)
      to
      make provision with respect to the exchange rights of Holders pursuant to the
      requirements of Article Fourteen; or 

     

    (10)
      to
      cure any ambiguity, to correct or supplement any provision herein which may
      be
      defective or inconsistent with any other provision herein, or to make any other
      provisions with respect to matters or questions arising under this Indenture,
      provided
      that
      such
      action pursuant to this Clause (9) shall not adversely affect the interests
      of
      the Holders of Securities of any series. 

     

    SECTION
      902. Supplemental
      Indentures With Consent of Holders. 

     

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

     

    (1)
      change the Stated Maturity of the principal of, or any instalment of principal
      of or interest on, any Security, or reduce the principal amount thereof or
      the
      rate of interest thereon or any premium payable upon the redemption thereof,
      or
      reduce the amount of the principal of an Original Issue Discount Security or
      any
      other Security which would be due and payable upon a declaration of acceleration
      of the Maturity thereof pursuant to Section 502, or change any Place of Payment
      where, or the coin or currency in which, any Security or any premium or interest
      thereon is payable, or impair the right to institute suit for the enforcement
      of
      any such payment on or after the Stated Maturity thereof (or, in the case of
      redemption, on or after the Redemption Date), or modify the provisions of this
      Indenture with respect to the subordination of the Securities in a manner
      adverse to the Holders, or 

     

    (2)
      reduce the percentage in principal amount of the Outstanding Securities of
      any
      series, the consent of whose Holders is required for any such supplemental
      indenture, or the consent of whose Holders is required for any waiver (of
      compliance with certain 

    


     

    


    
      
        
        

      

      
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    provisions
      of this Indenture or certain defaults hereunder and their consequences) provided
      for in this Indenture, or 

     

    (3)
      modify any of the provisions of this Section, Section 513 or Section 1010,
      except to increase any such percentage or to provide that certain other
      provisions of this Indenture cannot be modified or waived without the consent
      of
      the Holder of each Outstanding Security affected thereby; provided,
      however, that
      this
      clause shall not be deemed to require the consent of any Holder with respect
      to
      changes in the references to "the Trustee" and concomitant changes in this
      Section and Section 1010, or the deletion of this proviso, in accordance with
      the requirements of Sections 611 and 901(8),
      or
      

     

    (4)
      make
      any change that adversely affects the right to exchange any Security as provided
      in Article Fourteen or pursuant to Section 301 (except as permitted by Section
      901(9)) or decrease the exchange rate of any such 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 this
      Indenture of the Holders of Securities of any other series. 

     

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

     

    SECTION
      903. Execution
      of Supplemental Indentures. 

     

    In
      executing, or accepting the additional trusts created by, any supplemental
      indenture permitted by this Article or the modifications thereby of the trusts
      created by this Indenture, the Trustee shall be entitled to receive, and
      (subject to Section 601) shall be fully protected in relying upon, an Opinion
      of
      Counsel stating that the execution of such supplemental indenture is authorized
      or permitted by this Indenture. The Trustee may, but shall not be obligated
      to,
      enter into any such supplemental indenture which affects the Trustee's own
      rights, duties or immunities under this Indenture or otherwise. 

     

    SECTION
      904. Effect
      of Supplemental Indentures. 

     

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

    
 

     

    


    
      
        
        

      

      
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    SECTION
      905. Conformity
      with Trust Indenture Act. 

     

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

     

    SECTION
      906. Reference
      in Securities to Supplemental Indentures. 

     

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

     

    ARTICLE
      TEN 

     

    COVENANTS
      

     

    SECTION
      1001. Payment
      of Principal, Premium and Interest. 

     

    The
      Company covenants and agrees for the benefit of each series of Securities that
      it will duly and punctually pay the principal of and any premium and interest
      on
      the Securities of that series in accordance with the terms of the Securities
      and
      this Indenture. 

     

    SECTION
      1002. Maintenance
      of Office or Agency. 

     

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


     

    The
      Company may also from time to time designate one or more other offices or
      agencies where the Securities of one or more series may be presented or
      surrendered for any or all such purposes and may from time to time rescind
      such
      designations; provided.
      

    


     

    


    
      
        
        

      

      
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    however,
      that
      no
      such designation or rescission shall in any manner relieve the Company of its
      obligation to maintain an office or agency in each Place of Payment for
      Securities of any series for such purposes. The Company 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. 

     

    SECTION
      1003. Money
      for Securities Payments to Be Held in Trust. 

     

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

     

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

     

    The
      Company will cause each Paying Agent for any series. of Securities other than
      the Trustee to execute and deliver to the Trustee an instrument in which such
      Paying Agent shall agree with the Trustee, subject to the provisions of this
      Section, that such Paying Agent will (1) comply with the provisions of the
      Trust
      Indenture Act applicable to it as a Paying Agent and (2) during the continuance
      of any default by the Company (or any other obligor upon the Securities of
      that
      series) in the making of any payment in respect of the Securities of that
      series, upon the written request of the Trustee, forthwith pay to the Trustee
      all sums held in trust by such Paying Agent for payment in respect of the
      Securities of that series. 

     

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

     

    Any
      money
      deposited with the Trustee or any Paying Agent, or then held by the Company,
      in
      trust for the payment of the principal of or any premium or interest on any
      Security of any series and remaining unclaimed for two years after such
      principal, premium or interest has become due and payable shall be paid to
      the
      Company on Company Request, or (if then held by the Company) shall be discharged
      from such trust; 

     

    
 

    
      
        
        

      

      
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    and
      the
      Holder of such Security shall thereafter, as an unsecured general creditor,
      look
      only to the Company for payment thereof, and all liability of the Trustee or
      such Paying Agent with respect to such trust money, and all liability of the
      Company as trustee thereof, shall thereupon cease; provided,
      however,
      that
      the
      Trustee or such Paying Agent, before being required to make any such repayment,
      may at the expense of the Company cause to be published once, in a newspaper
      published in the English language, customarily published on each Business Day
      and of general circulation in the Borough of Manhattan, The City of New York,
      notice that such money remains unclaimed and that, after a date specified
      therein, which shall not be less than 30 days from the date of such publication,
      any unclaimed balance of such money then remaining will be repaid to the
      Company. 

     

    SECTION
      1004. Statement
      by Officers as to Default. 

     

    The
      Company will deliver to the Trustee, within 120 days after the end of each
      fiscal year of the Company ending after the date hereof, an Officers'
      Certificate, stating whether or not to the best knowledge of the signers thereof
      the Company is in default in the performance and observance of any of the terms,
      provisions and conditions of this Indenture (without regard to any period of
      grace or requirement of notice provided hereunder) and, if the Company shall
      be
      in default, specifying all such defaults and the nature and status thereof
      of
      which they may have knowledge. 

     

    SECTION
      1005. Existence. 

     

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


     

    SECTION
      1006. Maintenance
      of Properties. 

     

    The
      Company will cause all properties used or useful in the conduct of its business
      or the business of any Subsidiary to be maintained and kept in good condition,
      repair and working order and supplied with all necessary equipment and will
      cause to be made all necessary repairs, renewals, replacements, betterments
      and
      improvements thereof, all as in
      the
      judgment of the Company may be necessary so that the business carried on in
      connection therewith may be properly and advantageously conducted at all times;
      provided,
      however, that
      nothing in this Section shall prevent the Company from discontinuing the
      operation or maintenance of any of such properties if such discontinuance is,
      in
      the judgment of the Company, desirable in the conduct of its business or the
      business of any Subsidiary and not disadvantageous in any material respect
      to
      the Holders. 

    
 

    


     

    
      
        
        

      

      
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    SECTION
      1007. Payment
      of Taxes and Other Claims. 

     

    The
      Company will pay or discharge or cause to be paid or discharged, before the
      same
      shall become delinquent, (1) all taxes, assessments and governmental charges
      levied or imposed upon the Company or any Subsidiary or upon the income, profits
      or property of the Company or any Subsidiary, and (2) all lawful claims for
      labor, materials and supplies which, if unpaid, might by law become a lien
      upon
      the property of the Company or any Subsidiary; provided,
      however,
      that
      the
      Company shall not be required to pay or discharge or cause to be paid or
      discharged any such tax, assessment, charge or claim whose amount, applicability
      or validity is being contested in good faith by appropriate proceedings.


     

    SECTION
      1008.
      Limitation
      on Liens. 

     

    The
      Company may not, and may not permit any subsidiary of the Company to, directly
      or indirectly, create, assume, incur or permit to exist any Indebtedness secured
      by any lien on the capital stock of the Restricted Subsidiaries unless the
      Outstanding Securities (and, if the Company so elects, any other Indebtedness
      of
      the Company that is not subordinate to the Securities and with respect to which
      the governing instruments require, or pursuant to which the Company is otherwise
      obligated, to provide such security) shall be secured equally and ratably with
      such Indebtedness for at least the time period such other Indebtedness is so
      secured. 

     

    SECTION
      1009. Limitation
      on Disposition of Stock of Restricted Subsidiaries. 

     

    So
      long
      as any Securities are Outstanding and except as described in Article Eight,
      the
      Company may not issue, sell, transfer or otherwise dispose of any shares of,
      securities convertible or exchangeable into, or warrants, rights or options
      to
      subscribe for or purchase shares of, capital stock (other than Qualified
      Preferred Stock) of a Restricted Subsidiary, and may not permit a Restricted
      Subsidiary to issue (other than to the Company) any shares (other than
      directors' qualifying shares) of. or securities convertible or exchangeable
      into, or warrants, rights or options to subscribe for or purchase shares of,
      capital stock (other than Qualified Preferred Stock) of such Restricted Company,
      if, after giving effect to any such transaction and the issuances of the maximum
      number of shares issuable upon the conversion or exercise of all such
      convertible securities, warrants, rights or options, the Company would own,
      directly or indirectly, less than 80% of the shares of such Restricted
      Subsidiary (other than Qualified Preferred Stock); provided,
      however,
      that
      (i)
      any issuance, sale, transfer or other disposition permitted by the foregoing
      may
      only be made for at least a fair market value consideration as determined by
      the
      Board of Directors pursuant to a Board Resolution adopted in good faith, and
      (ii) the foregoing shall not prohibit any such issuance or disposition of
      securities if required by any law or any regulation or order of any governmental
      or insurance regulatory authority. Notwithstanding the foregoing, the Company
      may (i) merge or consolidate a Restricted Subsidiary into or with another direct
      wholly owned Subsidiary of the Company and (ii) subject to Article Eight, sell,
      transfer or otherwise dispose of the entire capital stock of a Restricted
      Subsidiary at one time for at least a fair 

    


    


     

    



    


    
      
        
        

      

      
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    market
      value consideration as determined by the Board of Directors pursuant to a Board
      Resolution adopted in good faith. 

     

    SECTION
      1010. Waiver
      of Certain Covenants. 

     

    Except
      as
      otherwise specified as contemplated by Section 301 for Securities of such
      series, the Company may, with respect to the Securities of any series, omit
      in
      any particular instance to comply with any term, provision or condition set
      forth in any covenant provided pursuant to Section 301(18), 901(2) or 901(7)
      for
      the benefit of the Holders of such series, if before the time for such
      compliance the Holders of at least a majority in principal amount of the
      Outstanding Securities of such series shall, by Act of such Holders, either
      waive such compliance in such instance or generally waive compliance with such
      term, provision or condition, but no such waiver shall extend to or affect
      such
      term, provision or condition except to the extent so expressly waived, and,
      until such waiver shall become effective, the obligations of the Company and
      the
      duties of the Trustee in respect of any such term. provision or condition shall
      remain in full force and effect. 

     

    ARTICLE
      ELEVEN 

     

    REDEMPTION
      OF SECURITIES . 

     

    SECTION
      1101. Applicability
      of Article. 

     

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

     

    SECTION
      1102. Election
      to Redeem; Notice to Trustee. 

     

    The
      election of the Company to redeem any Securities shall be evidenced by a Board
      Resolution or in another manner specified as contemplated by Section 301 for
      such Securities. In case of any redemption at the election of the Company of
      less than all the Securities of any series (including any such redemption
      affecting only a single Security), 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, of
      the
      principal amount of Securities of such series to be redeemed and, if
      applicable,
      of the tenor of the Securities to be redeemed. In the case of any redemption
      of
      Securities prior to the expiration of any restriction on such redemption
      provided in the terms of such Securities or elsewhere in this Indenture, the
      Company shall furnish the Trustee with an Officers' Certificate evidencing
      compliance with such restriction. 

    



    


    


     

    


    
      
        
        

      

      
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    SECTION
      1103. Selection
      by Trustee of Securities to Be Redeemed. 

     

    If
      less
      than all the Securities of any series are to be redeemed (unless all the
      Securities of such series and of a specified tenor are to be redeemed or unless
      such redemption affects only a single Security), the particular Securities
      to be
      redeemed shall be selected not more than 60 days prior to the Redemption Date
      by
      the Trustee, from the Outstanding Securities of such series not previously
      called for redemption, by such method as the Trustee shall deem fair and
      appropriate and which may provide for the selection for redemption of a portion
      of the principal amount of any Security of such series; provided
      that
      the
      unredeemed portion of the principal amount of any Security shall be in an
      authorized denomination (which shall not be less than the minimum authorized
      denomination) for such Security. If less than all the Securities of such series
      and of a specified tenor are to be redeemed (unless such redemption affects
      only
      a single Security), the particular Securities to be redeemed shall be selected
      not more than 60 days prior to the Redemption Date by the Trustee, from the
      Outstanding Securities of such series and specified tenor not previously called
      for redemption in accordance with the preceding sentence. 

     

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


     

    The
      provisions of the two preceding paragraphs shall not apply with respect to
      any
      redemption affecting only a single Security, whether such Security is to be
      redeemed in whole or in part. In the case of any such redemption in part, the
      unredeemed portion of the principal amount of the Security shall be in an
      authorized denomination (which shall not be less than the minimum authorized
      denomination) for such Security. 

     

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


     

    SECTION
      1104. 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.
      

     

    All
      notices of redemption shall state: 

     

    (1)
      the
      Redemption Date, 

     

    (2)
      the
      Redemption Price,


    


    


    


     

    


    
      
        
        

      

      
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    (3)
      if
      less than all the Outstanding Securities of any series consisting of more than
      a
      single Security are to be redeemed, the identification (and, in the case of
      partial redemption of any such Securities, the principal amounts) of the
      particular Securities to be redeemed and, if
      less
      than
      all the Outstanding Securities of any series consisting of a single Security
      are
      to be redeemed, the principal amount of the particular Security to be redeemed.
      

     

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

     

    (5)
      the
      place or places where each such Security is to be surrendered for payment of
      the
      Redemption Price, and 

     

    (6)
      that
      the redemption is for a sinking fund, if such is the case. 

     

    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
      and at the expense of the Company and shall be irrevocable. 

     

    SECTION
      1105. Deposit
      of Redemption Price. 

     

    Subject
      to the right of the Company to deliver securities or property other than cash
      upon redemption of Securities of any series, 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 1003) an amount of money sufficient to pay the Redemption
      Price of, and (except if the Redemption Date shall be an Interest Payment Date)
      accrued interest on, all the Securities which are to be redeemed
      on that date.  

     

    SECTION
      1106. Securities
      Payable on Redemption Date. 

     

    Notice
      of
      redemption having been given as aforesaid, the Securities so to be redeemed
      shall, on the Redemption Date, become due and payable at the Redemption Price
      therein specified, and from and after such date (unless the Company shall
      default in the payment of the Redemption Price and accrued interest) such
      Securities shall cease to bear interest. Upon surrender of any such Security
      for
      redemption in accordance with said notice, such Security shall be paid by the
      Company at the Redemption Price, together with accrued interest to the
      Redemption Date; provided,
      however,
      that,
      unless otherwise specified as contemplated by Section 301, installments of
      interest whose Stated Maturity is on or prior to the Redemption Date will be
      payable to the Holders of such Securities, or one or more Predecessor
      Securities, registered as such at the close of business on the relevant Record
      Dates according to their terms and the provisions of Section 307. 

     

    


     

    


    
      
        
        

      

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


     

    SECTION
      1107. Securities
      Redeemed in Part. 

     

    Any
      Security which is to be redeemed only in part shall be surrendered at a Place
      of
      Payment therefor (with, if the Company or the Trustee so requires, due
      endorsement by, or a written instrument of transfer in form satisfactory to
      the
      Company and the Trustee duly executed by, the Holder thereof or his attorney
      duly authorized in writing), and the Company shall execute, and the Trustee
      shall authenticate and deliver to the Holder of such Security without service
      charge, a new Security or Securities of the same series and of like tenor,
      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
      TWELVE 

     

    SINKING
      FUNDS

     

    SECTION
      1201. Applicability
      of Article. 

     

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

     

    The
      minimum amount of any sinking fund payment provided for by the terms of any
      Securities is herein referred to as a "mandatory sinking fund payment", and
      any
      payment in excess of such minimum amount provided for by the terms of such
      Securities is herein referred to as an "optional sinking fund payment". If
      provided for by the terms of any Securities, the cash amount of any sinking
      fund
      payment may be subject to reduction as provided in Section 1202. Each sinking
      fund payment shall be applied to the redemption of Securities as provided for
      by
      the terms of such Securities. 

     

    SECTION
      1202. Satisfaction
      of Sinking Fund Payments with Securities. 

     

    The
      Company (1) may deliver Outstanding Securities of a series (other than any
      previously called for redemption) and (2) may apply as a credit Securities
      of a
      series which have been redeemed either at the election of the Company pursuant
      to the terms of such Securities or through the application of permitted optional
      sinking fund payments pursuant to the terms of such Securities, in each case
      in
      satisfaction of all or any part of any sinking fund payment with respect to
      any
      Securities of such series required to be made pursuant to the terms of such
      Securities as and to the extent provided for by the 

     

    


     

    


    
      
        
        

      

      
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    terms
      of
      such Securities; provided
      that
      the
      Securities to be so credited have not been previously so credited. The
      Securities to be so credited shall be received and credited for such purpose
      by
      the Trustee at the Redemption Price, as specified in the Securities so to be
      redeemed, for redemption through operation of the sinking fund and the amount
      of
      such sinking fund payment shall be reduced accordingly. 

     

    SECTION
      1203. Redemption
      of Securities for Sinking Fund. 

     

    Not
      less
      than 45 days prior to each sinking fund payment date for any Securities, the
      Company will deliver to the Trustee an Officers' Certificate specifying the
      amount of the next ensuing sinking fund payment for such Securities pursuant
      to
      the terms of such Securities, the portion thereof, if any, which is to be
      satisfied by payment of cash and the portion thereof, if any, which is to be
      satisfied by delivering and crediting Securities pursuant to Section 1202 and
      will also deliver to the Trustee any Securities to be so delivered. Not less
      than 30 days prior to each such sinking fund payment date, the Trustee shall
      select the Securities to be redeemed upon such sinking fund payment date in
      the
      manner specified in Section 1103 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 1104. Such notice having been duly given, the redemption of such
      Securities shall be made upon the terms and in the manner stated in Sections
      1106 and 1107. 

     

    ARTICLE
      THIRTEEN 

     

    DEFEASANCE
      AND COVENANT DEFEASANCE 

     

    SECTION
      1301. Company's
      Option to Effect Defeasance or Covenant Defeasance. 

     

    The
      Company may elect, at its option at any time, to have Section 1302 or Section
      1303 applied to any Securities or any series of Securities, as the case may
      be,
      designated pursuant to Section 301 as being defeasible pursuant to such Section
      1302 or 1303, in accordance with any applicable requirements provided pursuant
      to Section 301 and upon compliance with the conditions set forth below in this
      Article. Any such election shall be evidenced by a Board Resolution or in
      another manner specified as contemplated by Section 301 for such Securities.
      

     

    SECTION
      1302. Defeasance
      and Discharge. 

     

    Upon
      the
      Company's exercise of its option (if any) to have this Section applied to any
      Securities or any series of Securities, as the case may be, the Company shall
      be
      deemed to have been discharged from its obligations with respect to such
      Securities as provided in this Section on and after the date the conditions
      set
      forth in Section 1304 are satisfied (hereinafter called "Defeasance"). For
      this
      purpose, such Defeasance means that the Company shall be deemed to have paid
      and
      discharged the entire indebtedness 

     

    


     

    


    
      
        
        

      

      
        -61-

        
          

        

      

      
        
        

      

    

     


    represented
      by such Securities and to have satisfied all its other obligations under such
      Securities and this Indenture insofar as such Securities are concerned (and
      the
      Trustee, at the expense of the Company, shall execute proper instruments
      acknowledging the same), subject to the following which shall survive until
      otherwise terminated or discharged hereunder: (1) the rights of Holders of
      such
      Securities to receive, solely from the trust fund described in Section
1304
      and
      as
      more fully set forth in such Section, payments in respect of the principal
      of
      and any premium and interest on such Securities when payments are due, (2)
      the
      Company's obligations with respect to such Securities under Sections
304,
      305,
      306, 1002 and
      1003,
      (3)
      the
      rights, powers, trusts, duties and immunities of the Trustee hereunder and
      (4)
      this Article. Subject to compliance with this Article, the Company may exercise
      its option (if any) to have this Section applied to any Securities
      notwithstanding the prior exercise of its option (if any) to have Section
1303
      applied
      to such Securities. 

     

    SECTION
      1303. Covenant
      Defeasance. 

     

    Upon
      the
      Company's exercise of its option (if any) to have this Section applied to any
      Securities or any series of Securities, as the case may be, (1) the Company
      shall be released from its obligations under Section 801(3),
      Sections
      1006
      through
      1009,
      inclusive,
      and any covenants provided pursuant to Section 301(18),
      901(2) or
      901(7)
      for
      the
      benefit of the Holders of such Securities and (2) the occurrence of any event
      specified in Sections 501(4)
      (with
      respect to any of Section 801(3),
      Sections
      1006
      through
      1009,
      inclusive,
      and any such covenants provided pursuant to Section 301(18),
      901(2) or
      901(7)),
      501(5) and
      501(8)
      shall
      be
      deemed not to be or result in an Event of Default, in each case with respect
      to
      such Securities as provided in this Section on and after the date the conditions
      set forth in Section 1304 are satisfied (hereinafter called "Covenant
      Defeasancet').
      For
      this purpose, such Covenant Defeasance means that, with respect to such
      Securities, the Company may omit to comply with and shall have no liability
      in
      respect of any term, condition or limitation set forth in any such specified
      Section (to the extent so specified in the case of Section 501(4)), Whether
      directly or indirectly
      by reason of any reference elsewhere herein to any such Section or by reason
      of
      any reference in any such Section to any other provision herein or in any other
      document, but the remainder of this Indenture and such Securities shall be
      unaffected thereby. 

     

    SECTION
      1304. Conditions
      to Defeasance or Covenant Defeasance. 

     

    The
      following shall be the conditions to the application of Section 1302
      or
      Section 1303
      to
      any
      Securities or any series of Securities, as the case may be: 

     

    (1)
      The
      Company shall irrevocably have deposited or caused to be deposited with the
      Trustee (or another trustee which satisfies the requirements contemplated by
      Section 609 and agrees to comply with the provisions of this Article applicable
      to it) as trust funds in trust for the purpose of making the following payments,
      specifically pledged as security for, and dedicated solely to, the benefits
      of
      the Holders of such Securities, (A) money in an amount, or (B) U.S. Government
      Obligations which 

    


    


     

    
      
        
        

      

      
        -62-

        
          

        

      

      
        
        

      

    


    through
      the scheduled payment of principal and interest in respect thereof in accordance
      with their terms will provide, not later than one day before the due date of
      any
      payment, money in an amount, or (C) a combination thereof, in each case
      sufficient, in the opinion of a nationally recognized firm of independent public
      accountants expressed in a written certification thereof delivered to the
      Trustee, to pay and discharge, and which shall be applied by the Trustee (or
      any
      such other qualifying trustee) to pay and discharge, the principal of and any
      premium and interest on such Securities on the respective Stated Maturities,
      in
      accordance with the terms of this Indenture and such Securities. As used herein,
      "U.S. Government Obligation" means (x) any security which is (i) a direct
      obligation of the United States of America for the payment of which the full
      faith and credit of the United States of America is pledged or (ii) an
      obligation of a Person controlled or supervised by and acting as an agency
      or
      instrumentality of the United States of America the payment of which is
      uncondi-tionally guaranteed as a full faith and credit obligation by the United
      States of America, which, in either case (i)
      or
      (ii),
      is not callable or redeemable at the option of the issuer thereof, and (y)
      any
      depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
      Securities Act) as custodian with respect to any U.S. Govern-ment Obligation
      which is specified in Clause (x) above and held by such bank. for the account
      of
      the holder of such depositary receipt, or with respect to any specific payment
      of principal of or interest on any U.S. Government Obligation which is so
      specified and held,
      provided
      that
      (except as required by law) such custodian is not authorized to make any
      deduction from the amount payable to the holder of such depositary receipt
      from
      any amount received by the custodian in respect of the U.S. Government
      Obligation or the specific payment of principal or interest evidenced by such
      depositary receipt. 

     

    (2)
      In
      the event of an election to have Section 1302 apply to any Securities or any
      series of Securities, as the case may be, the Company shall have delivered
      to
      the Trustee an Opinion of Counsel stating that (A) the Company has received
      from, or there has been published by, the Internal Revenue Service a ruling
      or
      (B) since the date
      of
      this instrument, there has been a change in the applicable Federal income tax
      law,
      in
      either case (A) or (B) to the effect that, and based thereon such opinion shall
      confirm that, the Holders of such Securities will not recognize gain or loss
      for
      Federal income tax purposes as a result of the deposit, Defeasance and discharge
      to be effected with respect to such Securities and will be subject to Federal
      income tax on the same amount, in the same manner and at the same times as
      would
      be the case if such deposit, Defeasance and discharge were not to occur.


     

    (3)
      In
      the event of an election to have Section 1303 apply to any Securities or any
      series of Securities, as the case may be, the Company shall have delivered
      to
      the Trustee an Opinion of Counsel to the effect that the Holders of such
      Securities will not recognize gain or loss for Federal income tax purposes
      as a
      result of the deposit and Covenant Defeasance to be effected with respect to
      such Securities and will be subject to Federal income tax on the same amount,
      in
      the same manner and at the same times as would be the case if such deposit
      and
      Covenant Defeasance were not to occur. 

     

    


     

    


    
      
        
        

      

      
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    (4)
      The
      Company shall have delivered to the Trustee an Officer's Certificate to the
      effect that neither such Securities nor any other Securities of the same series,
      if then listed on any securities exchange, will be delisted as a result of
      such
      deposit. 

     

    (5)
      No
      event which is, or after notice or lapse of time or both would become, an Event
      of Default with respect to such Securities or any other Securities shall have
      occurred and be continuing at the time of such deposit or, with regard to any
      such event specified in Sections 501(6) and (7), at any time on or prior to
      the
      90th day after the date of such deposit (it being understood that this condition
      shall not be deemed satisfied until after such 90th day). 

     

    (6)
      Such
      Defeasance or Covenant Defeasance shall not cause the Trustee to have a
      conflicting interest within the meaning of the Trust Indenture Act (assuming
      all
      Securities are in default within the meaning of such Act). 

     

    (7)
      Such
      Defeasance or Covenant Defeasance shall not result in a breach or violation
      of,
      or constitute a default under, any other agreement or instrument to which the
      Company is a party or by which it is bound. 

     

    (8)
      Such
      Defeasance or Covenant Defeasance shall not result in the trust arising from
      such deposit constituting an investment company within the meaning of the
      Investment Company Act unless such trust shall be registered under such Act
      or
      exempt from registration thereunder. 

     

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

     

    SECTION
      1305. Deposited
      Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
      Provisions. 

     

    Subject
      to the provisions of the last paragraph of Section 1003, all money and U.S.
      Government
      Obligations (including the proceeds thereof) deposited with' the Trustee or
      other qualifying trustee (solely for purposes of this Section and Section 1306.
      the Trustee and any such other trustee are referred to collectively as the
      "Trustee") pursuant to Section 1304 in respect of any Securities shall be held
      in trust and applied by the Trustee, in accordance with the provisions of such
      Securities and this Indenture, to the payment, either directly or through any
      such Paying Agent (including the Company acting as its own Paying Agent) as
      the
      Trustee may determine, to the Holders of such Securities, of all sums due and
      to
      become due thereon in respect of principal and any premium and interest, but
      money so held in trust need not be segregated from other funds except to the
      extent required by law. 

     

    The
      Company shall pay and indemnify the Trustee against any tax, fee or other charge
      imposed on or assessed against the U.S. Government Obligations deposited
      pursuant to Section 1304 or the principal and interest received in respect
      thereof other 

     

    


     

    


    
      
        
        

      

      
        -64-

        
          

        

      

      
        
        

      

    

    than
      any
      such tax, fee or other charge which by law is for the account of the Holders
      of
      Outstanding Securities. 

     

    Anything
      in this Article to the contrary notwithstanding, the Trustee shall deliver
      or
      pay to the Company from time to time upon Company Request any money or U.S.
      Government Obligations held by it as provided in Section 1304 with respect
      to
      any Securities which, in the opinion of a nationally recognized firm of
      independent public accountants expressed in a written certification thereof
      delivered to the Trustee, are in excess of the amount thereof which would then
      be required to be deposited to effect the Defeasance or Covenant Defeasance,
      as
      the case may be, with respect to such Securities. 

     

    SECTION
      1306. Reinstatement. 

     

    If
      the
      Trustee or the Paying Agent is unable to apply any money in accordance with
      this
      Article with respect to any Securities by reason of any order or judgment of
      any
      court or governmental authority enjoining, restraining or otherwise prohibiting
      such application, then the obligations under this Indenture and such Securities
      from which the Company has been discharged or released pursuant to Section
      1302
      or 1303 shall be revived and reinstated as though no deposit had occurred
      pursuant to this Article with respect to such Securities, until such time as
      the
      Trustee or Paying Agent is permitted to apply all money held in trust pursuant
      to Section 1305 with respect to such Securities in accordance with this Article;
      provided.
      however,
      that
      if
      the Company makes any payment of principal of or any premium or interest on
      any
      such Security following such reinstatement of its obligations, the Company
      shall
      be subrogated to the rights (if any) of the Holders of such Securities to
      receive such payment from the money so held in trust. 

     

    ARTICLE
      FOURTEEN 

     

    EXCHANGE
      OF SECURITIES 

     

    SECTION
      1401. Applicability
      of Article. 

     

    The
      provisions of this Article shall be applicable to the Securities of any series
      which are exchangeable for other securities or property (including securities
      of
      other issuers, provided
      that
      such
      securities are registered under Section 12 of the Exchange Act and such issuer
      is then eligible to use Form S-3 (or any successor form) for a primary offering
      of its securities) of the Company, except as otherwise specified as contemplated
      by Section 301 for the Securities of such series. 

     

    SECTION
      1402. Election
      to Exchange,' Notice to Trustee and Holders. 

     

    The
      election of the Company to exchange any Securities shall be evidenced by a
      Board
      Resolution or in another manner specified as contemplated by Section 301 for
      such Securities. On or prior to the seventh Business Day prior to Maturity
      of
      the Securities, the Company shall provide notice to the Holders of record of
      the
      Securities and to the 

     

    


     

    


    
      
        
        

      

      
        -65-

        
          

        

      

      
        
        

      

    

     


    Trustee
      and will publish a notice in a daily newspaper of national circulation stating
      whether the Company has made such election. 

     

    SECTION
      1403. No
      Fractional Shares. 

     

    No
      fractional shares of securities shall be delivered upon exchanges of Securities
      of any series. If more than one Security shall be surrendered for exchange
      at
      one time by the same Holder, the number of full shares which shall be delivered
      upon exchange shall be computed on the basis of the aggregate principal amount
      of the Securities (or specified portions thereof to the extent permitted hereby)
      so surrendered. If, except for the provisions of this Section 1402, any Holder
      of a Security or Securities would be entitled to a fractional share of a
      security upon the exchange of such Security or Securities, or specified portions
      thereof, the Company shall pay to such Holder an amount in cash equal to the
      current market value of such fractional share computed on the basis of an
      average Closing Price of such security. The "Closing Price" of any security
      on
      any date of determination means, (i) if such security is listed or admitted
      to
      unlisted trading privileges on a national securities exchange, the last reported
      sale price regular way on such exchange, or (ii) if such security is not at
      the
      time so listed or admitted to unlisted trading privileges on a national
      securities exchange, the average of the bid and asked prices of such security
      in
      the over-the-counter market, as reported by the National Quotation Bureau,
      Incorporated or similar organization if the National Quotation Bureau,
      Incorporated is no longer reporting such information, or if not so available,
      the market price as determined by a nationally recognized independent investment
      banking firm retained for this purpose by the Company. 

     

    SECTION
      1404. Adjustment
      of Exchange Rate. 

     

    The
      exchange rate of Securities of any series that is exchangeable for other
      securities or property (including securities of other issuers, provided
      that
      such
      securities are registered under Section 12 of the Exchange Act and such issuer
      is then eligible to use Form S-3
      (or
      any
      successor form) for a primary offering of its securities) of the Company shall
      be adjusted for any stock dividends, stock splits, reclassification,
      combinations or similar transactions or any consolidation, merger or other
      reorganization event in accordance with the terms of the supplemental indenture
      or Board Resolution setting forth the terms of the Securities of such series.
      

     

    Whenever
      the exchange rate is adjusted, the Company shall compute the adjusted exchange
      rate in accordance with terms of the applicable Board Resolution or supplemental
      indenture and shall prepare an Officers' Certificate setting forth the adjusted
      exchange rate and showing in reasonable detail the facts upon which such
      adjustment is based, and such certificate shall forthwith be filed at each
      office or agency maintained for the purpose of exchange of Securities pursuant
      to Section 1002 and, if different, with the Trustee. The Company shall forthwith
      cause a notice setting forth the adjusted exchange rate to be mailed, first
      class postage prepaid to each Holder of Securities of such series at its address
      appearing on the Security Register and to any exchange agent other than the
      Trustee. 

    
 

    


    
      
        
        

      

      
        
          -66-

        

        
          

        

      

      
        
        

      

    


    SECTION
      1405. Payment
      of Certain Taxes Upon Exchange. 

     

    The
      Company will pay any and all taxes that may be payable in respect of the
      transfer and delivery of shares of other securities or property (including
      securities of other issuers, provided
      that
      such
      securities are registered under Section 12 of the Exchange Act and. such issuer
      is then eligible to use Form S-3
      (or
      any
      successor form) for a primary offering of its securities) of the Company on
      exchange of Securities pursuant hereto. The Company shall not, however, be
      required to pay any tax which may be payable in respect of any transfer involved
      in the delivery of shares of securities in a name other than that of the Holder
      of the Security or Securities to be exchanged, and no such transfer or delivery
      shall be made unless and until the person requesting such transfer has paid
      to
      the Company the amount of any such tax, or has established, to the satisfaction
      of the Company, that such tax has been paid. 

     

    SECTION
      1406. Shares
      Free and Clear. 

     

    The
      Company hereby warrants that upon exchange of Securities of any series, the
      Holder of a Security shall receive all rights held by the Company in such
      security for which such Security is at such time exchangeable under this Article
      Fourteen. free and clear of any and all liens, claims, charges and encumbrances
      other than any liens, claims, charges and encumbrances which may have been
      placed on any such security by the prior owner thereof, prior to the time such
      security was acquired by the Company. Except as provided in Section 1404, the
      Company will pay all taxes and charges with respect to the delivery of such
      security delivered in exchange for Securities hereunder. 

     

    SECTION
      1407. Cancellation
      of Security. 

     

    Upon
      receipt by the Trustee of Securities of any series delivered to it for exchange
      under this Article Fourteen, the Trustee shall cancel and dispose of the same
      as
      provided in Section 309. 

     

    SECTION
      1408. Duties
      of Trustee Regarding Exchange. 

     

    Neither
      the Trustee nor any exchange agent shall at any time be under any duty or
      responsibility to any Holder of Securities of any series that is exchangeable
      into other securities or property (including securities of other issuers,
provided
      that
      such
      securities are registered under Section 12 of the Exchange Act and such issuer
      is then eligible to use Form S-3
      (or
      any
      successor form) for a primary offering of its securities) of the Company to
      determine whether any facts exist which may require any adjustment of the
      exchange rate, or with respect to the nature or extent of any such adjustment
      when made, or with respect to the method employed, whether herein or in any
      supplemental indenture, any resolutions of the Board of Directors or written
      instrument executed by one or more officers of the Company provided to be
      employed in making the same. Neither the Trustee nor any exchange agent shall
      be
      accountable with respect to the validity or value (or the kind or amount) of
      any
      securities or property (including securities of other issuers, provided
      that
      such
      securities are registered under Section 12 

     

    


     

    
      
        
        

      

      
        -67-

        
          

        

      

      
        
        

      

    

    of
      the
      Exchange Act and such issuer is then eligible to use Form S-3 (or any successor
      form) for a primary offering of its securities) of the Company, or of any
      Securities and neither the Trustee nor any exchange agent makes any
      representation with respect thereto. Subject to the provisions of Section 601,
      neither the Trustee nor any exchange agent shall be responsible for any failure
      of the Company to issue, transfer or deliver any stock certificates or other
      securities or property (including securities of other issuers, provided
      that
      such
      securities are registered under Section 12 of the Exchange Act and such issuer
      is then eligible to use Form S-3 (or any successor form) for a primary offering
      of its securities) upon the surrender of any Security for the purpose of
      exchange or to comply with
      any
      of the covenants of the Company contained in this Article Fourteen or in the
      applicable supplemental indenture, resolutions of the Board of Directors or
      written instrument executed by one or more duly authorized officers of the
      Company. 

     

    SECTION
      1409. Repayment
      of Certain Funds Upon Exchange. 

     

    Any
      funds
      which at any time shall have been deposited by the Company or on its behalf
      with
      the Trustee or any other paying agent for the purpose of paying the principal
      of, and premium, if any, and interest, if any, on any of the Securities
      (including funds deposited for the sinking fund referred to in Article Twelve
      hereof) and which shall not be required for such purposes because of the
      exchange of such Securities as provided in this Article Fourteen shall after
      such exchange be repaid to the Company by the Trustee upon the Company's written
      request. 

    


    




    
      
        
        

      

      
        -68-

        
          

        

      

      
        
        

      

    


     

     

    This
      instrument
      may be executed in any number of
      counterparts,
      each of
      which
      so
      executed shall be deemed to be an original, but all such counterparts shall
      together 

    constitute
      but one and the same instrument. 

     

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

     

    
      	 	
               

              JEFFERSON-PILOT
                CORPORATION, 

            
	 	
              As
                Issuer

            
	 	
              By
                /s/ Dennis R. Glass

            


    

    Attest.

    /s/
      Robert A. Reed

     

    
      	 	
               

              FIRST
                UNION NATIONAL
                BANK OF
                NORTH
                CAROLINA. 

            
	 	
              as
                Trustee 

            
	 	
               

              By
                //s//

            


    

     

    Attest:
      

     

    //s//

    


    



    


     

    


    


    
      
        
        

      

      
        -69-

        
          

        

      

      
        
        

      

    

     

    

      
        	
                STATE
                  OF NC 

              	
                )

              
	 	
                )
                  ss.:

              
	
                COUNTY
                  OF Guilford

              	
                )

              


      

    

     

    On
      the
29th
      day of
November,
      1995
      before
      me personally came Dennis
      R. Glass
      to me
      known, who, being by me duly sworn, did depose and say that he is Sr.
      VP
& CFO
      of
Jefferson-Pilot
      Corporation,
      one of
      the corporations described in and which executed the foregoing instrument;
      that
      he knows the seal of said corporation; that the seal affixed to said instrument
      is such corporate seal; that it was so affixed by authority of the Board of
      Directors of said corporation; and that he signed his name thereto by like
      authority.

    


    /s/
      Sandra J Woodruff

    My
      Commission Expires June 13, 199-

     

    

      
        	
                STATE
                  OF 

              	
                )
                  

              
	 	
                )
                  ss.: 

              
	
                COUNTY
                  OF 

              	
                )
                  

              


      

    

     

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

     

    


    


     

    


    
      
        
        

      

      
        -70-

        
          

        

      

      
        
        

      

    


    

      
        	
                STATE
                  OF NEW YORK 

              	
                )

              
	 	
                )
                  ss.:

              
	
                COUNTY
                  OF NEW YORK

              	
                )

              


      

    

     

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

    


    


    

      
        	
                STATE
                  OF NORTH
                  CAROLINA 

              	
                )
                  

              
	 	
                )
                  ss.: 

              
	
                COUNTY
                  OF MECKLENBORG

              	
                )
                  

              


      

    

     

    On
      the
29th
      day
      of
November,
      1995,
      before
      me personally came Pablo
      de la Canal
      to me
      known, who, being by me duly sworn, did depose and say that he is an
      AVP
of
      First
      Union Nat’l Bank NC,
      one of
      the corporations described in and which executed the foregoing instrument;
      that
      he knows the seal of said corporation; that the seal affixed to said instrument
      is such corporate seal; that it was so affixed by authority of the Board of
      Directors of said corporation; and that he signed his name thereto by like
      authority.

    


     /s/
      Debra
      A. Kirkpatrick

    My
      Commission Expires March 6, 2000

     

     

    
 

    -71-