Exhibit 4.2


     

    Exhibit
      4.2

     

    
      

      

    

    
 

    
      	 
	
              CIGNA
                CORPORATION

            
	
              Issuer,

            
	
               

              TO

               

            
	
              U.S.
                BANK NATIONAL ASSOCIATION,

            
	
              Trustee

              _______________

            
	 
	
              Subordinated
                Indenture

               

            
	
              Dated
                as of August 16, 2006

               

            
	
              _______________

            
	 
	 


    

    


    
      

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    CIGNA
      Corporation

     

    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(a)

            
	
              (b)

            	 	 	
              702(b)

            
	
              (c)

            	 	 	
              702(c)

            
	
              §313(a)

            	 	 	
              703(a)

            
	
              (b)

            	 	 	
              703(b)

            
	
              (c)

            	 	 	
              703(a)

            
	
              (d)

            	 	 	
              703(b)

            
	
              §314(a)

            	 	 	
              704

            
	
              (a)

            	
              (4)

            	 	
              101

            
	
              (b)

            	 	 	
              Not
                Applicable

            
	
              (c)

            	
              (l)

            	 	
              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(c)

            
	
              §317(a)

            	
              (1)

            	 	
              503

            
	
              (a)

            	
              (2)

            	 	
              504

            
	
              (b)

            	 	 	
              1003

            
	
              §318(a)

            	 	 	
              107

            


    

    ______________

    NOTE:
      This
      reconciliation and tie shall not, for any purpose, be deemed to be a part of
      the
      Indenture.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

     

     

    
      	 	Page 
	
              PARTIES

            	
              1

            
	
              RECITALS
                OF THE COMPANY

            	
              1

            
	 	 
	
              ARTICLE
                ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL
                APPLICATION

            	
              1

            
	 	 
	
              Section
                101. Definitions

            	
              1

            
	
              Act

            	
              2

            
	
              Affiliate

            	
              2

            
	
              Authenticating
                Agent

            	
              2

            
	
              Board
                of Directors

            	
              2

            
	
              Board
                Resolution

            	
              2

            
	
              Business
                Day

            	
              2

            
	
              Commission

            	
              2

            
	
              Company

            	
              2

            
	
              Company
                Request; Company Order

            	
              2

            
	
              Corporate
                Trust Office

            	
              2

            
	
              corporation

            	
              2

            
	
              Debt

            	
              3

            
	
              Defaulted
                Interest

            	
              3

            
	
              Depository

            	
              3

            
	
              Designated
                Subsidiary

            	
              3

            
	
              Event
                of Default

            	
              3

            
	
              Floating
                or Adjustable Rate Provision

            	
              3

            
	
              Floating
                or Adjustable Rate Security

            	
              3

            
	
              Foreign
                Government Obligations

            	
              3

            
	
              Global
                Security

            	
              4

            
	
              Holder

            	
              4

            
	
              Indenture

            	
              4

            
	
              interest

            	
              4

            
	
              Interest
                Payment Date

            	
              4

            
	
              Junior
                Subordinated Payment

            	
              4

            
	
              Maturity

            	
              4

            
	
              Officers’
                Certificate

            	
              4

            
	
              Opinion
                of Counsel

            	
              4

            
	
              Original
                Issue Discount Security

            	
              5

            
	
              Outstanding

            	
              5

            
	
              Paying
                Agent

            	
              6

            
	
              Person

            	
              6

            
	
              Place
                of Payment

            	
              6

            
	
              Predecessor
                Security

            	
              6

            
	
              Proceeding

            	
              6

            
	
              Redemption
                Date

            	
              6

            
	
              Redemption
                Price

            	
              6

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    
      	
              Regular
                Record Date

            	
              6

            
	
              Responsible
                Officer

            	
              6

            
	
              Securities

            	
              6

            
	
              Security
                Register and Security Registrar

            	
              6

            
	
              Senior
                Debt

            	
              6

            
	
              Special
                Record Date

            	
              7

            
	
              Stated
                Maturity

            	
              7

            
	
              Subsidiary

            	
              7

            
	
              Trustee

            	
              7

            
	
              Trust
                Indenture Act

            	
              7

            
	
              U.S.
                Government Obligation

            	
              7

            
	
              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

            	
              10

            
	
              Section
                106. Notice to Holders; Waiver

            	
              10

            
	
              Section
                107. Conflict with Trust Indenture Act

            	
              10

            
	
              Section
                108. Effect of Headings and Table of Contents

            	
              11

            
	
              Section
                109. Successors and Assigns

            	
              11

            
	
              Section
                110. Separability Clause

            	
              11

            
	
              Section
                111. Benefits of Indenture

            	
              11

            
	
              Section
                112. Governing Law; Waiver of Jury Trial

            	
              11

            
	
              Section
                113. Legal Holidays

            	
              11

            
	
              Section
                114. Personal Immunity from Liability for Incorporators, Stockholders,
                Etc.

            	
              12

            
	
              Section
                115. Force Majeure

            	
              12

            
	 	 
	
              ARTICLE
                TWO SECURITY FORMS

            	
              12

            
	 	 
	
              Section
                201. Forms Generally

            	
              12

            
	
              Section
                202. Form of Face of Security

            	
              13

            
	
              Section
                203. Form of Reverse of Security

            	
              15

            
	
              Section
                204. Form of Trustee’s Certificate of Authentication

            	
              18

            
	
              Section
                205. Additional Provisions Required in Global Security

            	
              19

            
	 	 
	
              ARTICLE
                THREE THE SECURITIES

            	
              19

            
	 	 
	
              Section
                301. Amount Unlimited; Issuable in Series

            	
              19

            
	
              Section
                302. Denominations

            	
              21

            
	
              Section
                303. Execution, Authentication, Delivery and Dating

            	
              21

            
	
              Section
                304. Temporary Securities

            	
              23

            
	
              Section
                305. Registration, Registration of Transfer and Exchange

            	
              23

            
	
              Section
                306. Mutilated, Destroyed, Lost and Stolen Securities

            	
              25

            
	
              Section
                307. Payment of Interest; Interest Rights Preserved

            	
              25

            
	
              Section
                308. Persons Deemed Owners

            	
              27

            
	
              Section
                309. Cancellation

            	
              27

            
	
              Section
                310. Computation of Interest

            	
              28

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    
      	
              Section
                311. CUSIP Numbers

            	
              28

            
	 	 
	
              ARTICLE
                FOUR SATISFACTION AND DISCHARGE

            	
              28

            
	 	 
	
              Section
                401. Satisfaction and Discharge of Indenture

            	
              28

            
	
              Section
                402. Application of Trust Money

            	
              29

            
	 	 
	
              ARTICLE
                FIVE REMEDIES

            	
              30

            
	 	 
	
              Section
                501. Events of Default

            	
              30

            
	
              Section
                502. Acceleration of Maturity; Rescission and Annulment

            	
              31

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

            	
              32

            
	
              Section
                504. Trustee May File Proofs of Claim

            	
              32

            
	
              Section
                505. Trustee May Enforce Claims Without Possession of
                Securities

            	
              33

            
	
              Section
                506. Application of Money Collected

            	
              33

            
	
              Section
                507. Limitation on Suits

            	
              34

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

            	
              34

            
	
              Section
                509. Restoration of Rights and Remedies

            	
              34

            
	
              Section
                510. Rights and Remedies Cumulative

            	
              35

            
	
              Section
                511. Delay or Omission Not Waiver

            	
              35

            
	
              Section
                512. Control by Holders

            	
              35

            
	
              Section
                513. Waiver of Past Defaults

            	
              36

            
	
              Section
                514. Undertaking for Costs

            	
              36

            
	
              Section
                515. Waiver of Stay or Extension Laws

            	
              36

            
	 	 
	
              ARTICLE
                SIX THE TRUSTEE

            	
              37

            
	 	 
	
              Section
                601. Certain Duties and Responsibilities

            	
              37

            
	
              Section
                602. Notice of Defaults

            	
              37

            
	
              Section
                603. Certain Rights of Trustee

            	
              37

            
	
              Section
                604. Not Responsible for Recitals or Issuance of
                Securities

            	
              39

            
	
              Section
                605. May Hold Securities

            	
              39

            
	
              Section
                606. Money Held in Trust

            	
              39

            
	
              Section
                607. Compensation and Reimbursement

            	
              39

            
	
              Section
                608. Disqualification; Conflicting Interests

            	
              40

            
	
              Section
                609. Corporate Trustee Required; Eligibility

            	
              40

            
	
              Section
                610. Resignation and Removal; Appointment of Successor

            	
              40

            
	
              Section
                611. Acceptance of Appointment by Successor

            	
              42

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

            	
              43

            
	
              Section
                613. Preferential Collection of Claims Against Company

            	
              43

            
	
              Section
                614. Appointment of Authenticating Agent

            	
              43

            
	 	 
	
              ARTICLE
                SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

            	
              44

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

            	
              44

            
	
              Section
                702. Preservation of Information; Communications to
                Holders

            	
              45

            
	
              Section
                703. Reports by Trustee

            	
              45

            
	
              Section
                704. Reports by Company

            	
              45

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    
      	
              ARTICLE
                EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

            	
              46

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

            	
              46

            
	
              Section
                802. Successor Corporation Substituted

            	
              46

            
	 	 
	
              ARTICLE
                NINE SUPPLEMENTAL INDENTURES

            	
              47

            
	 	 
	
              Section
                901. Supplemental Indentures Without Consent of Holders

            	
              47

            
	
              Section
                902. Supplemental Indentures with Consent of Holders

            	
              48

            
	
              Section
                903. Execution of Supplemental Indentures

            	
              49

            
	
              Section
                904. Effect of Supplemental Indentures

            	
              49

            
	
              Section
                905. Conformity with Trust Indenture Act

            	
              49

            
	
              Section
                906. Reference in Securities to Supplemental Indentures

            	
              50

            
	
              Section
                907. Waiver of Compliance by Holders

            	
              50

            
	
              Section
                908. Subordination Unimpaired

            	
              50

            
	 	 
	
              ARTICLE
                TEN COVENANTS

            	
              50

            
	 	 
	
              Section
                1001. Payment of Principal Premium and Interest

            	
              50

            
	
              Section
                1002. Maintenance of Office or Agency

            	
              50

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

            	
              51

            
	
              Section
                1004. Corporate Existence

            	
              52

            
	
              Section
                1005. Limitation on Liens on Common Stock of Designated
                Subsidiaries

            	
              52

            
	
              Section
                1006. Defeasance and Covenant Defeasance

            	
              52

            
	
              Section
                1007. Statement by Officers as to Default

            	
              56

            
	
              Section
                1008. Waiver of Certain Covenants

            	
              56

            
	
              Section
                1009. Calculation of Original Issue Discount

            	
              56

            
	 	 
	
              ARTICLE
                ELEVEN REDEMPTION OF SECURITIES

            	
              57

            
	 	 
	
              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

            	
              57

            
	
              Section
                1104. Notice of Redemption

            	
              58

            
	
              Section
                1105. Deposit of Redemption Price

            	
              58

            
	
              Section
                1106. Securities Payable on Redemption Date

            	
              58

            
	
              Section
                1107. Securities Redeemed in Part

            	
              59

            
	 	 
	
              ARTICLE
                TWELVE SINKING FUNDS

            	
              59

            
	 	 
	
              Section
                1201. Applicability of Article

            	
              59

            
	
              Section
                1202. Satisfaction of Sinking Fund Payments with
                Securities

            	
              59

            
	
              Section
                1203. Redemption of Securities for Sinking Fund

            	
              60

            
	 	 
	
              ARTICLE
                THIRTEEN SUBORDINATION OF SECURITIES

            	
              60

            
	 	 
	
              Section
                1301. Securities Subordinate to Senior Debt of the Company

            	
              60

            
	
              Section
                1302. Payment Over of Proceeds Upon Dissolution, Etc. of the
                Company

            	
              60

            


    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    
      	
              Section
                1303. Prior Payment to Senior Debt of the Company Upon Acceleration
                of
                Securities

            	
              62

            
	
              Section
                1304. No Payment When Senior Debt of the Company in
                Default

            	
              62

            
	
              Section
                1305. Payment Permitted If No Default

            	
              63

            
	
              Section
                1306. Subrogation to Rights of Holders of Senior Debt of the
                Company

            	
              63

            
	
              Section
                1307. Provisions Solely to Define Relative Rights

            	
              64

            
	
              Section
                1308. Trustee to Effectuate Subordination

            	
              64

            
	
              Section
                1309. No Waiver of Subordination Provisions

            	
              64

            
	
              Section
                1310. Notice to Trustee

            	
              65

            
	
              Section
                1311. Reliance on Judicial Order or Certificate of Liquidating
                Agent

            	
              65

            
	
              Section
                1312. Trustee Not Fiduciary For Holders of Senior Debt of the
                Company

            	
              66

            
	
              Section
                1313. Rights of Trustee as Holder of Senior Debt of the Company;
                Preservation of Trustee’s Rights

            	
              66

            
	
              Section
                1314. Article Applicable to Paying Agents

            	
              66

            
	
              Section
                1315. Defeasance of This Article Thirteen

            	
              66

            


    

    


    

      
        
          
          

        

        
          v

          
            

          

        

        
          
          

          
            


          

        

      




    INDENTURE,
      dated as of August 16, 2006, between CIGNA Corporation, a corporation duly
      organized and existing under the laws of the State of Delaware (herein called
      the “Company”), having its principal office at Two Liberty Place, 1601 Chestnut
      Street, Philadelphia, Pennsylvania 19192, and U.S. Bank National Association,
      a
      national banking association duly organized and existing under the laws of
      the
      United States of America, having its designated corporate trust office at 100
      Wall Street, Suite 1600, New York, New York 10005, 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; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        2

      

    

     

    (4)  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 Corporate Secretary or
      an Assistant Corporate 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.

     

    “Commission”
      means the Securities and Exchange Commission, as from time to time constituted,
      created under the Securities Exchange Act of 1934, 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.

     

    “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
      Corporate Secretary or an Assistant Corporate Secretary, and delivered to the
      Trustee.

     

    “Corporate
      Trust Office” means the office of the Trustee, at which at any particular time
      its corporate trust business shall be principally administered, which office
      at
      the date of this Indenture is located at 100 Wall Street, Suite 1600, New York,
      New York 10005.

     

    “corporation”
      means a corporation, association, company, joint-stock company or business
      (including Delaware statutory) trust. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        3

      

    

     

    “Debt”
      with respect to any Person means (without duplication and without regard to
      any
      portion of principal amount that has not accrued and to any interest component
      thereof (whether accrued or imputed) that is not due and payable) whether
      recourse is to all or a portion of the assets of such Person and whether or
      not
      contingent, (i) every obligation of such Person for money borrowed, (ii) every
      obligation of such Person evidenced by bonds, debentures, notes or other similar
      instruments, (iii) every reimbursement obligation of such Person with respect
      to
      letters of credit, bankers’ acceptances or similar facilities issued for the
      account of such Person, (iv) every obligation of such Person issued or assumed
      as the deferred purchase price of property or services (but excluding trade
      accounts payable or accrued liabilities arising in the ordinary course of
      business), (v) every capital lease obligation of such Person, and (vi) every
      obligation of the type referred to in clauses (i) through (v) of another Person
      and all dividends of another Person the payment of which, in either case, such
      Person has guaranteed or is responsible or liable for, directly or indirectly,
      as obligor or otherwise.

     

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

     

    “Depository”
      means, with respect to any Security issuable or issued in the form of one or
      more Global Securities, the Person designated as Depository by the Company
      in or
      pursuant to this Indenture, which Person must be, to the extent required by
      applicable law or regulation, a clearing agency registered under the Securities
      Exchange Act of 1934, as amended, and, if so provided with respect to any
      Security, any successor to such Person. If at any time there is more than one
      such person, “Depository” shall mean, with respect to any Securities, the
      qualifying entity that has been appointed with respect to such
      Securities.

     

    “Designated
      Subsidiary”
      means
      Connecticut General Life Insurance Company and Life Insurance Company of North
      America, so long as it remains a Subsidiary, or any Subsidiary which is a
      successor of such Designated Subsidiary.

     

    “Event
      of
      Default” has the meaning specified in Section 501.

     

    “Floating
      or Adjustable Rate Provision” means a formula or provision, specified in or
      pursuant to a Board Resolution or an indenture supplemental hereto, providing
      for the determination, whether pursuant to objective factors or pursuant to
      the
      sole discretion of any person (including the Company), and periodic adjustment
      of the interest rate borne by a Floating or Adjustable Rate
      Security.

     

    “Floating
      or Adjustable Rate Security” means any Security which provides for interest
      thereon at a periodic rate that may vary from time to time over the term thereof
      in accordance with a Floating or Adjustable Rate Provision.

     

    “Foreign
      Government Obligations” means (x) any security that is (i) a direct obligation
      of the government that issued such currency for the payment of which the full
      faith and credit of such government is pledged or (ii) an obligation of a Person
      controlled or supervised by and acting as an agency or instrumentality for
      such
      government the payment of which is unconditionally guaranteed as a full faith
      and credit obligation by such government, 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 of 1933, as 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        4

      

    

     

    amended)
      as custodian (I) with respect to any specific payment of principal of or
      interest on any such Foreign Government Obligation specified in Clause (x)
      of
      this definition of Foreign Government Obligation and held by such custodian
      for
      the account of the holder of such depositary receipt, or (II) with respect
      to
      any specific payment of principal of or interest on any such Foreign Government
      Obligation, 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
      Foreign Government Obligation or the specific payment of principal or interest
      evidenced by such depositary receipt.

     

    “Global
      Security” means a Security in the form prescribed in Section 205 evidencing all
      or a part of any series of Securities which is executed by the Company and
      authenticated and delivered by the Trustee to the Depository or pursuant to
      the
      Depository’s instruction, all in accordance with this Indenture and pursuant to
      a Company Order, which shall be registered in the name of the Depository or
      its
      nominee.

     

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

     

    “Indenture”
      means this instrument as originally executed or as it may from time to time
      be
      supplemented or amended by one or more indentures supplemental hereto entered
      into pursuant to the applicable provisions hereof, 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 201.

     

    “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 installment of interest on such Security. 

     

    “Junior
      Subordinated Payment” has the meaning specified in Section 1302.

     

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

     

    “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 Corporate Secretary or an Assistant Corporate
      Secretary, of the Company, and delivered to the Trustee. One of the officers
      signing an Officers’ Certificate given pursuant to Section 1007 shall be the
      principal executive, financial ‘or
      accounting officer of the Company.

     

    “Opinion
      of Counsel” means a written opinion of counsel, who may be counsel for
      (including an employee of) the Company, and who shall be reasonably acceptable
      to the Trustee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        5

      

    

     

    “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:

     

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

     

    (ii)  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;

     

    (iii)  Securities
      for whose payment or redemption money or U.S. Government Obligations in the
      necessary amount has been theretofore deposited with the Trustee (or another
      trustee satisfying the requirements of Section 609) in trust for the Holders
      of
      such Securities in accordance with Section 1006; and

     

    (iv)  Securities
      which have been paid pursuant to Section 306 or in exchange for or in lieu
      of
      which other Securities have been authenticated and delivered pursuant to this
      Indenture other than any such Securities in respect of which there shall have
      been presented to the Trustee proof satisfactory to it 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, any request, demand, authorization,
      direction, notice, consent or waiver hereunder, (i) the principal amount of
      an
      Original Issue Discount Security that shall be deemed to be Outstanding shall
      be
      the amount of the principal thereof that would be due and payable as of the
      date
      of such determination upon acceleration of the Maturity thereof pursuant to
      Section 502, (ii) the principal amount of a Security denominated in one or
      more
      foreign currencies or currency units shall be the U.S. dollar equivalent,
      determined in the manner provided as contemplated by Section 301 on the date
      of
      original issuance of such Security, of the principal amount (or, in the case
      of
      an Original Issue Discount Security, the U.S. dollar equivalent on the date
      of
      original issuance of such Security of the amount determined as provided in
      (i)
      above) of such Security, and (iii) 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 and deemed not to be Outstanding, except that,
      in
      determining whether the Trustee shall be protected in relying upon any such
      request, demand, authorization, direction, notice, consent or waiver, only
      Securities which a Responsible Officer of the Trustee actually knows to be
      so
      owned shall be 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        6

      

    

     

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

     

    “Person”
      means any individual, corporation, partnership, limited liability company,
      joint
      venture, association, 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 premium, if any) 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. 

     

    “Proceeding”
      has the meaning specified in Section 1302.

     

    “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 801.

     

    “Responsible
      Officer”, when used with respect to the Trustee, shall mean any officer within
      the corporate trust department (or any successor group of the Trustee),
      including any vice-president, assistant vice president, or any other officer
      or
      assistant officer of the Trustee customarily performing functions similar to
      those performed by the persons who at the time shall be such officers or to
      whom
      any corporate trust matter is referred at the Corporate Trust Office because
      of
      his knowledge of and familiarity with the particular subject.

     

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

     

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

     

    “Senior
      Debt” with respect to any Person means the principal of (and premium, if any)
      and interest, if any (including interest accruing on or after the filing of
      any
      petition in bankruptcy or for reorganization relating to such Person to the
      extent that such claim for post-petition interest is allowed in such
      proceeding), on Debt of such Person, whether incurred on or prior to the date
      of
      this Indenture or thereafter incurred, unless, in the instrument creating or
      evidencing the same or pursuant to which the same is outstanding, it is provided
      that such obligations are not superior in right of payment to the Securities
      or
      to other Debt of such Person which is pari passu with, or 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        7

      

    

     

    subordinated
      to the Securities; provided, however, that Senior Debt shall not be deemed
      to
      include (1) the Securities or (2) any other debt securities or guarantees in
      respect thereof issued to any other trusts, partnerships or other entity
      affiliated with the Company which is a financing vehicle of the Company
      (“Financing Entity”) in connection with the issuance of preferred securities of
      such Financing Entity, including, without limitation, indebtedness of the
      Company.

     

    “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 installment of
      principal thereof or interest thereon, means the date specified in such Security
      as the fixed date on which the principal of such Security or such installment
      of
      principal or interest is due and payable.

     

    “Subsidiary”
      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 as
      long
      as no senior class of stock has such voting power by reason of any
      contingency.

     

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

     

    “Trust
      Indenture Act” 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.

     

    “U.S.
      Government Obligation” means (x) any security that 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 for
      the
      United States of America the payment of which is unconditionally 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 of 1933, as amended) as custodian (I)
      with
      respect to any specific payment of principal of or interest on any such U.S.
      Government Obligation specified in clause (x) of this definition of U.S.
      Government Obligation and held by such custodian for the account of the holder
      of such depositary receipt, or (II) with respect to any specific payment of
      principal of or interest on any such U.S. Government Obligation, 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        8

      

    

     

    “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 certificates 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.

     

    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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        9

      

    

     

    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.

            


    

     

    (a)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Indenture to be given or taken by Holders may be
      embodied in and evidenced by one or more instruments of substantially similar
      tenor signed by such Holders in person or by an agent duly appointed in writing,
      or by any Person duly authorized by means of any written certification, proxy
      or
      other authorization furnished by a Depository; 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 or, in the case of
      the Depository, furnishing the written certification, proxy or other
      authorization pursuant to which such instrument or instruments are signed.
      Proof
      of execution of any such instrument, any writing appointing any such agent
      or
      authorizing any such Person or any such written certification or proxy 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.

     

    (b)  The
      fact
      and date of the execution by any Person of any such instrument, writing,
      certification or proxy 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, writing, certification or proxy 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, writing, certification or proxy or the authority of
      the
      Person executing the same, may also be proved in any other manner which the
      Trustee deems sufficient.

     

    (c)  The
      Company may, in the circumstances permitted by the Trust Indenture Act, fix
      any
      date as the record date for the purpose of determining the Holders of Securities
      of any series entitled to give or take any request, demand, authorization,
      direction, notice, consent, waiver or other action, or to vote on any action,
      authorized or permitted to be given or taken by Holders of Securities of such
      series. If not set by the Company prior to the first solicitation of a Holder
      of
      Securities of such series made by any Person in respect of any such action,
      or,
      in the case of any such vote, prior to such vote, the record date for any such
      action or vote shall be the 30th day (or, if later, the date of the most recent
      list of Holders required to be provided pursuant to Section 701) prior to such
      first solicitation or vote, as the case may be. With regard to any record date
      for action to be taken by the Holders of one or more series of Securities,
      only
      the Holders of Securities of such series on such date (or their duly designated
      proxies) shall be entitled to give or take, or vote on, the relevant
      action.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        10

      

    

     

    (e)  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 issues upon the registration of
      transfer thereof or in exchange therefor or in lieu thereof in respect of
      anything done, omitted or suffered to be done by the Trustee or the Company
      in
      reliance thereon, whether or not notation of such action is made upon such
      Security.

     

    
      	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 Services,
      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, Attention: Corporate Secretary,
      addressed to the Company 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 time such notice shall
      be
      sufficiently given (unless otherwise herein expressly provided) if in writing
      and mailed, first-class postage prepaid, to 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 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, notice may be waived in writing by the Person entitled to receive
      notice, either before or after the event, and such waiver shall be 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 that 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 that
      may
      be so modified or excluded, the latter provision shall be deemed to apply to
      this Indenture as so modified be excluded, as the case may be.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        11

      

       

    

    
      	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.

     

    
      	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 and permitted assigns
      hereunder and the Holders and, to the extent specifically set forth herein,
      the
      holders of Senior Debt of the Company, any benefit or any legal or equitable
      right, remedy or claim under this Indenture.

     

    
      	Section
              112.  	
              Governing
                Law; Waiver of Jury Trial.

            


    

     

    This
      Indenture and the Securities shall be governed by and construed in accordance
      with the laws of the State of New York, without regard to conflicts of laws
      principles thereof. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY
      WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT
      TO
      TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
      INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

     

    
      	Section
              113.   	
              Legal
                Holidays.

            


    

     

    In
      any
      case where any Interest Payment Date, Redemption Date, Maturity or Stated
      Maturity of any Securities shall not be a Business Day at any Place of Payment,
      then (notwithstanding any other provision of this Indenture or of the Securities
      (other than a provision of the Securities of any series 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 Maturity or Stated Maturity, provided
      that no interest shall accrue for the period from and after such Interest
      Payment Date, Redemption Date, Maturity or Stated Maturity, as the case may
      be.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        12

      

    

    


     

    
      	Section
              114.   	
              Personal
                Immunity from Liability for Incorporators, Stockholders,
                Etc.

            


    

     

    No
      recourse shall be had for the payment of the principal of or premium, if any,
      or
      interest, if any, on any Security, or for any claim based thereon, or otherwise
      in respect of any Security, or based on or in respect of this Indenture or
      any
      indenture supplemental hereto, against any incorporator, or against any past,
      present or future stockholder, director, officer, employee or agent, as such,
      of
      the Company or of any successor corporation, whether by virtue of any
      constitution, statute or rule of law, or by the enforcement of any assessment
      or
      penalty or otherwise, all such liability being expressly waived and released
      as
      a condition of, and as consideration for, the execution of this Indenture and
      the issue of the Securities. 

     

    
      	Section
              115.   	
              Force
                Majeure.

            


    

     

    In
      no
      event shall the Trustee be responsible or liable for any failure or delay in
      the
      performance of its obligations hereunder arising out of or caused by, directly
      or indirectly, forces beyond its control, including, without limitation,
      strikes, work stoppages, accidents, acts of war or terrorism, civil or military
      disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
      loss or malfunctions of utilities, communications or computer (software and
      hardware) services; it being understood that the Trustee shall use reasonable
      efforts which are consistent with accepted practices in the banking industry
      to
      minimize the impact of such events and resume performance as soon as practicable
      under the circumstances.

     

    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
      Resolution, or an Officers’ Certificate executed by officers of the Company
      authorized by Board Resolution, 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 as may, consistently herewith, be determined by the
      officers executing such Securities, as evidenced by their execution of the
      Securities. If the form of Securities of any series is established by action
      pursuant to a Board Resolution, or an Officers’ Certificate executed by officers
      of the Company authorized by Board Resolution, a copy of an appropriate record
      of such action shall be certified by the Corporate Secretary or an Assistant
      Corporate 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 Securities.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        13

      

       

    

    
      	Section
              202.   	
              Form
                of Face of Security.

            


    

     

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

     

    CIGNA
      CORPORATION

    [_____%]
      [Zero Coupon] Subordinated [Note] [Debenture] Due [_____]

     

    
      	No......	
               $......

            


    

     

    CIGNA
      CORPORATION, a Delaware corporation (herein called the “Company”), for value
      received, hereby promises to pay to ............................, or registered assigns, the
      principal sum of ......................................... [Dollars] [If
      applicable, substitute other currency]
      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] [If
      other than semi-annual payments, insert— frequency
      of payments and payment dates], commencing ........., at [If
      the Security is
      to
      bear interest at a fixed rate, insert—the
      rate
      of ...... % per annum [If
      the Security is a Floating or Adjustable Rate Security, .......................................
      a
      rate per annum [computed-determined] in accordance with the [insert
      defined name of Floating Adjustable Rate Provision] set forth below] [If the
      Security is to bear interest at a rate determined with reference to an index,
      refer to description of index below],
      until
      the principal hereof is paid or made available for payment. [If
      applicable insert—,
      and
      (to the extent that the payment of such interest shall be legally enforceable)
      at the rate of ...... % per annum on any overdue principal and premium and on any
      overdue installment of interest]. 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 calendar 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
      Securities are Floating or Adjustable Rate Securities with respect to which
      the
      principal of or any premium or interest may be determined with reference to
      an
      index, insert the text of the Floating or Adjustable Rate
      Provision.]

     

    [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 upon 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        14

      

    

     

    acceleration,
      upon redemption or at Stated Maturity and in such case the overdue principal
      of
      this Security shall bear interest at the rate of ....% per annum (to the extent
      that the payment of such interest shall be legally enforceable), which shall
      accrue from the date of such default in payment to the date payment of such
      principal has been made or duly provided for. Interest on any overdue principal
      shall be payable on demand. Any such interest on any overdue principal that
      is
      not so paid on demand shall bear interest at the rate of .. % per annum (to
      the
      extent that the payment of such interest shall be legally enforceable), which
      shall accrue from the date of such demand for payment to the date payment of
      such interest has been made or duly provided for, and such interest shall also
      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] [if
      applicable, substitute other currency]
      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 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.

     

    
      	
               

               

              [SEAL]

               

            	 
	 	
              CIGNA
                CORPORATION

               

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

            
	
              Attest:

               

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

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        15

      

    

     

    
      	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 August 16, 2006 (herein called the “Indenture”), between
      the Company and U.S. Bank National Association (herein called the “Trustee”,
      which term includes any successor trustee under the Indenture), to which
      Indenture and all indentures supplemental thereto reference is hereby made
      for a
      statement of the respective rights, limitations of rights, duties and immunities
      thereunder of the Company, the Trustee and the Holders of the Securities and
      of
      the terms upon which the Securities are, and are to be, authenticated and
      delivered. This Security is one of the series designated on the face hereof
      [
      [initially], limited in aggregate principal amount to $.................] [, subject to
      future issuances of additional securities pursuant to Section 301 of the
      Indenture].

     

    The
      indebtedness evidenced by this Security is, to the extent provided in the
      Indenture, subordinate and subject in right of payment to the prior payment
      in
      full of all Senior Debt of the Company, and this Security is issued subject
      to
      the provisions of the Indenture with respect thereto. Each Holder of this
      Security, by accepting the same, (a) agrees to and shall be bound by such
      provisions, (b) authorizes and directs the Trustee on such Holder’s behalf to
      take such action as may be necessary or appropriate to effectuate the
      subordination so provided and (c) appoints the Trustee such Holder’s
      attorney-in-fact for any and all such purposes.

     

    [If
      applicable, insert—The
      Securities of this series are subject to redemption upon not less than 30
      calendar days’ nor more than 60 calendar 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 [on or after ........,
      ....], 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 [on or before.................., ....%, and if, redeemed] during the 12-month period
      beginning ....... of the years indicated,

     

    
      	
              Year

            	
              Redemption

              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;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        16

      

    

     

    [If
      applicable, insert—The
      Securities of this series are subject redemption upon not less than 30 calendar
      days’ nor more than 60 calendar 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 [on or after ..........], as a whole
      or in part, at the election of the Company, at the Redemption Prices for
      redemption otherwise than through 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,

     

    
      	
              Year

            	
              Redemption
                Price

              for
                Redemption

              Through

              Operation

              of
                the

              Sinking
                Fund

            	
              Redemption
                Price

              for
                Redemption

              Otherwise

              Than
                Through

              Operation
                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 Redemption Date, but interest
      installments whose Stated Maturity 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.]

     

    [The
      sinking fund for this series provides for the redemption on ........... in each year
      beginning with the year ... to and including the year ... of [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 [mandatory] sinking fund payments
      may be credited against subsequent [mandatory] sinking fund payments otherwise
      required to be made [if
      applicable—in
      the
      inverse order in which they become due.]]

     

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

     

    [If
      the Security is not an Original Issue Discount Security,—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,—If
      an
      Event of Default with respect to Securities of this series shall occur and
      be
      continuing, an amount of principal of the 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        17

      

    

     

    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 and overdue 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
      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 aggregate 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
      aggregate 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.

     

    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, or the right
      of
      the Holder of this Security, which is absolute and unconditional, to pay, or,
      in
      the case of the Holder of this Security, to receive payment of, the principal
      of
      (and premium, if any) 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 premium, if any) 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 such Holder’s 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] [of $....... in excess
      thereof]. As provided in the Indenture and subject to certain limitations
      therein set forth, Securities of this series are exchangeable for other
      Securities of this series, of a like tenor and aggregate principal amount but
      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 or the Trustee 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 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        18

      

    

     

    exchange
      of Securities, other than exchanges pursuant to Section 304, 906 or 1107 of
      the
      Indenture not involving any transfer.

     

    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.

     

    The
      Indenture provides that the Company, at the Company’s option, (a) will be
      discharged from any and all obligations in respect of the Securities (except
      for
      certain obligations to register the transfer or exchange of Securities, replace
      stolen, lost or mutilated Securities, maintain paying agencies and hold moneys
      for payment in trust) or (b) need not comply with certain restrictive covenants
      of the Indenture, in each case if the Company deposits, in trust, with the
      Trustee money, or U.S. Government Obligations (or Foreign Government Obligations
      if the Securities are denominated in a foreign currency or currencies) which
      through the payment of interest thereon and principal thereof in accordance
      with
      their terms will provide money, in an amount sufficient to pay all the principal
      (including any mandatory sinking fund payments) of, and (premium, if any) and
      interest on, the Securities on the dates such payments are due in accordance
      with the terms of such Securities, and certain other conditions are
      satisfied.

     

    No
      recourse shall be had for the payment of the principal of (and premium, if
      any)
      or interest on this Security, or for any claim based hereon, or otherwise in
      respect hereof, or based on or in respect of the Indenture or any indenture
      supplemental thereto, against any incorporator, stockholder, officer, employee,
      agent or director, as such, past, present or future, of the Company or of any
      successor corporation, whether by virtue of any constitution, statute or rule
      of
      law, or by the enforcement of any assessment or penalty or otherwise, all such
      liability being, by the acceptance hereof and as part of the consideration
      for
      the issue hereof, expressly waived and released.

     

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

     

    
      	Section
              204.   	
              Form
                of Trustee’s Certificate of
                Authentication.

            


    

     

    The
      Trustee’s certificate 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.

     

    
      	
              Dated:

            	
              U.S.
                Bank National Association,

              as
                Trustee

            
	 	
              By:...................................................

              Authorized
                Signatory

            
	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        19

      

       

    

    
      	Section
              205.   	
              Additional
                Provisions Required in Global
                Security.

            


    

     

    Any
      Global Security issued hereunder shall, in addition to the provisions contained
      in Sections 202 and 203, bear the following legend (and/or such additional
      or
      alternate legend(s) relative to the terms of Global Securities as the Depository
      may request or the Company authorize in an Officers’ Certificate pursuant to
      Section 201):

     

    “This
      Security is a Global Security within the meaning of the Indenture hereinafter
      referred to and is registered in the name of a Depository or a nominee of a
      Depository. This Global Security exchangeable for Securities registered in
      the
      name of a person other than the Depository or its nominee only in the limited
      circumstances hereinafter described and may not be transferred except as a
      whole
      by the Depository to a nominee of the Depository to the Depository or another
      nominee of the Depository.”

     

    In
      addition, any Global Security issued hereunder shall include a provision
      containing the language set forth below, or language of similar
      effect:

     

    “This
      Security is a Global Security and shall be exchangeable for Securities
      registered in the names of Persons other than the Depository with respect to
      this Global Security or its nominee only if (x) such Depository notifies the
      Company that it is unwilling or unable to continue as Depository for this Global
      Security or at any time ceases to be a clearing agency registered as such under
      the Securities Exchange Act of 1934, as amended, if such registration is
      required by applicable law or regulation, (y) the Company executes and delivers
      to the Trustee a Company Order that this Global Security shall be exchangeable
      or (z) there shall have occurred and be continuing an Event of Default with
      respect to the Securities. If this Global Security is exchangeable pursuant
      to
      the preceding sentence it shall be exchangeable for Securities issuable in
      denominations of $1,000 and any integral multiple thereof, registered in such
      names as such Depository shall direct.”

     

    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. Prior to the issuance of
      Securities of any series, there shall be (i) 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 (ii) established in one or more
      indentures supplemental hereto:

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        20

      

    

     

    (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 Sections 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
      of
      such interest;

     

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

     

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

     

    (6)  if
      other
      than as set forth herein, the place or places where the principal of (and
      premium, if any) and interest on 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 Securities of the series may be redeemed, in whole or
      in
      part, at the option of the Company;

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        21

      

    

     

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

     

    (13)  the
      application, if any, of Section 1006 to the Securities of the
      series;

     

    (14)  if
      any of
      the Securities of the series are to be issued in whole or in part in the form
      of
      one or more Global Securities, a statement to that effect and, in such case,
      the
      Depository for such Global Security or Securities; and

     

    (15)  any
      other
      terms of the series.

     

    All
      Securities of any one 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.

     

    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 Corporate Secretary or an Assistant Corporate 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.

     

    
      	Section
              302.   	
              Denominations.

            


    

     

    The
      Securities of each series shall be issuable in registered form without coupons
      in such denominations as shall be specified as contemplated by Section 301.
      In
      the absence of any such provisions 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
      Corporate Secretary or one of its Assistant Corporate 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.

     

    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 make available for delivery such Securities. If
      the
      form or terms of the Securities of the series have been established in 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 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        22

      

    

     

    Indenture
      in relation to such Securities, the Trustee shall receive, and (subject to
      Section 601) shall be fully protected in conclusively relying upon, an Opinion
      of Counsel stating,

     

    (a)  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;

     

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

     

    (c)  that
      such
      Securities, when authenticated and delivered 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 and other similar laws of general
      applicability relating to or affecting the enforcement of creditors’ rights and
      to general equity principles; and

     

    (d)  that
      all
      laws and requirements in respect of the execution and delivery by the Company
      of
      such Securities have been complied with.

     

    With
      respect to Securities of a series constituting a medium-term note program,
      the
      Trustee may conclusively rely on the documents and opinion delivered pursuant
      to
      Sections 201 and 301 and this Section 303, as applicable (unless revoked by
      superseding comparable documents or opinions) as to the authorization of the
      Board of Directors of any Securities delivered hereunder, the form thereof
      and
      the legality, validity, binding effect and enforceability thereof. With respect
      to Securities of a series constituting a medium-term note program, if the form
      and general terms of the Securities of such 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, that the Securities have been
      duly
      authorized by the Company and, when duly executed by the Company and completed
      and authenticated by the Trustee in accordance with the Indenture and issued,
      delivered and paid for in accordance with any applicable distribution agreement
      will have been duly issued under the Indenture and will constitute valid and
      binding obligations of the Company entitled to the benefits provided by the
      Indenture, except that the enforceability thereof may be limited by bankruptcy,
      insolvency, reorganization, moratorium or other similar laws affecting
      creditors’ rights generally from time to time in force and general principles of
      equity. 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 801 or the Company Order and 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        23

      

    

     

    Opinion
      of Counsel otherwise required pursuant to such preceding paragraph at or prior
      to the time of authentication of each Security of such series if such documents
      are delivered at or prior to the time of authentication upon original issuance
      of the first Security of such series.

     

    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 make available for
      delivery, 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 (in accordance with a Company Order
      delivered at or prior to the authentication of the first definitive Security
      of
      such series) the Trustee shall authenticate and deliver in exchange therefor
      one
      or more definitive Securities of the same series, of authorized denominations
      and of a like aggregate principal amount and tenor. 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 a security register (the register so maintained
      being herein sometimes referred to as the “Security Register”) in which, subject
      to such reasonable regulations as it may prescribe, the Company shall provide
      for the registration of Securities and of transfers of Securities. The Trustee
      shall have the right to examine the Security Register at all reasonable times.
      Unless otherwise designated by the Company by written notice to the Trustee,
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        24

      

    

     

    the
      Trustee shall be, and 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 any series at the
      office or agency 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 mars new Securities of the same
      series, of any authorized denominations and of a like aggregate principal amount
      and tenor.

     

    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 a like
      aggregate principal amount and tenor, 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.

     

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

     

    Notwithstanding
      the foregoing, except as otherwise specified as contemplated by Section 301,
      a
      Global Security of any series shall be exchangeable pursuant to this Section
      for
      Securities registered in the names of Persons other than the Depository with
      respect to such series or its nominee only as provided in this paragraph. A
      Global Security shall be exchangeable pursuant to this Section if (x) such
      Depository notifies the Company that it is unwilling or unable to continue
      as
      Depository for such series or at any time ceases to be a clearing agency
      registered as such under the Securities Exchange Act of 1934, as amended, if
      such registration is required by applicable law or regulation, and a successor
      depository is not appointed by the Company within 90 days of the date the
      Company receives notice from the Depository, (y) the Company executes and
      delivers to the Trustee a Company Order that such Global Security shall be
      so
      exchangeable 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        25

      

    

     

    or
      (z)
      there shall have occurred and be continuing an Event of Default with respect
      to
      the Securities. Any Global Security that is exchangeable pursuant to the
      preceding sentence shall be exchangeable for Securities issuable in
      denominations of $1,000 and any integral multiple thereof, registered in such
      names as the Depository for such Global Security shall direct.

     

    Notwithstanding
      any other provision of this Section, a Global Security may not be transferred
      except as a whole by the Depository to a nominee of such Depository or by a
      nominee of such Depository to such Depository or another nominee of such
      Depository.

     

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

            


    

     

    If
      any
      mutilated Security is surrendered to the Trustee, and there is delivered to
      the
      Company and the Trustee such security or indemnity as may be required by them
      to
      save each of them and any agent of them harmless, 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.

     

    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 origin, 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 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        26

      

    

     

    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.

     

    Unless
      otherwise provided with respect to the Securities of any series, at the option
      of the Company payment of interest may be made (i) by check mailed to the
      address of the Person entitled thereto as such address shall appear in the
      Security Register or (ii) by such method or methods as any Holder shall specify
      in writing from time to time to the Company or its agent.

     

    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 Predecessor
      Securities) are registered at the close of business on a Special Record Date
      for
      the payment of such Defaulted Interest, which shall be fixed in the following
      manner. The Company shall notify the Trustee in writing of the amount of
      Defaulted Interest proposed to be paid on each 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 legs than 10 days after
      the receipt by the Trustee of the notice of the proposed payment. The Trustee
      shall promptly notify the Company of such Special Record Date and, in the name
      and at the expense of the Company, shall cause notice of the proposed payment
      of
      such Defaulted Interest and the Special Record Date therefor to be mailed,
      first-class postage prepaid, to each Holder of Securities of such series at
      his
      address as it appears in the Security Register, not less than 10 days prior
      to
      such Special Record Date. Notice of the proposed payment of such Defaulted
      Interest and the Special Record Date therefor having been 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        27

      

    

     

    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 premium, if any) 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.

     

    No
      holder
      of any beneficial interest in any Global Security held on its behalf by a
      Depository shall have any rights under this Indenture with respect to such
      Global Security, and such Depository may be treated by the Company, the Trustee,
      and any agent of the Company or the Trustee as the owner of such Global Security
      for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
      shall
      prevent the Company, the Trustee, or any agent of the Company or the Trustee
      from giving effect to any written certification, proxy, or other authorization
      furnished by a Depository, or impair, as between a Depository and such holders
      of beneficial interests, the operation of customary practices governing the
      exercise of the rights of the Depository as Holder of any Security.

     

    
      	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; and any Security surrendered to the Trustee for any
      such purpose shall be promptly cancelled by it. The Company may at any time
      deliver to the Trustee for cancellation any Securities previously authenticated
      and delivered hereunder which the Company may have acquired in any manner
      whatsoever, and 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. Notwithstanding any other
      provision of this Indenture to the contrary, in the case of a series all the
      Securities of which are not to be originally issued at one time, a Security
      of
      such series shall not be deemed to have been Outstanding at any time hereunder
      if and to the extent that, subsequent to the authentication and delivery
      thereof, such Security is delivered to the Trustee for cancellation by the
      Company or any agent thereof upon the failure of the original purchaser thereof
      to make payment therefor against delivery thereof, and any Security so delivered
      to the Trustee shall be promptly cancelled by it. No Securities shall be
      authenticated in lieu of or in exchange for any Securities cancelled as provided
      in this Section, except as expressly permitted by this Indenture. All cancelled
      Securities held by the Trustee shall be disposed of in accordance with the
      Trustee’s customary procedures.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        28

      

    

    


     

    
      	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. 

     

    
      	Section
              311.   	
              CUSIP
                Numbers.

            


    

     

    The
      Company in issuing the Securities may use “CUSIP” numbers (if then generally in
      use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption
      as a convenience to Holders; provided
      that any
      such notice may state that no representation is made as to the correctness
      of
      such numbers either as printed on the Securities or as contained in any notice
      of a redemption and that reliance may be placed only on the other identification
      numbers printed on the Securities, and any such redemption shall not be affected
      by any defect in or omission of such numbers. The Company will promptly notify
      the Trustee in writing of any change in the “CUSIP” numbers. 

     

    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 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        29

      

    

     

    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 an amount
      sufficient to pay and discharge the entire indebtedness on such Securities
      not
      theretofore delivered to the Trustee for cancellation, for principal (and
      premium, if any) and interest to the date of such deposit (in the case of
      Securities which have become due and payable) or to the Stated Maturity or
      Redemption Date, as the case may be;

     

    (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
      under Section 306, the obligations of the Company to the Trustee under Section
      607, if money or U.S. Government Obligations shall have been deposited with
      the
      Trustee in accordance with Section 1006, the obligations of the Company to
      the
      Trustee under Section 402(b), 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.

     

    
      	Section
              402.   	
              Application
                of Trust Money.

            


    

     

    (a)  Subject
      to the provisions of the last paragraph of Section 1003, all money deposited
      with the Trustee pursuant to Section 401, all money and U.S. Government
      Obligations deposited with the Trustee (or other trustee satisfying the
      requirements of Section 609, collectively, for purposes of this Section 402,
      the
“Trustee”) pursuant to Section 1006 and all money received by the Trustee in
      respect of U.S. Government Obligations deposited with the Trustee pursuant
      to
      Section 1006, shall be held in trust and applied by the Trustee, 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 premium, if any) and interest for whose payment such money
      has been deposited with or received by the Trustee or to make mandatory sinking
      fund payments or analogous payments as contemplated by Section 408 or
      1006.

     

    (b)  The
      Company shall pay and shall indemnify the Trustee against any tax, fee or other
      charge imposed on or assessed against U.S. Government Obligations deposited
      pursuant to Section 1006 or the interest and principal received in respect
      of
      such U.S. Government Obligations other than any such tax, fee or other charge
      which by law is payable by or on behalf of Holders.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        30

      

    

     

    (c)  Anything
      in this Article Four 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 1006 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 have been required to be deposited
      for the purpose for which such money or U.S. Government Obligations were
      deposited or received. Money deposited pursuant to this Section 402 not in
      violation of this Indenture shall not be subject to claims of the holders of
      Senior Debt of the Company under Article Thirteen.

     

    ARTICLE
      FIVE

     

    REMEDIES

     

    
      	Section
              501.   	
              Events
                of Default.

            


    

     

    “Event
      of
      Default”, wherever used herein with respect to Securities of any series, means
      any one of the following events (whatever the reason for such Event of Default
      and whether it shall be voluntary or involuntary or be effected by operation
      of
      law or pursuant 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 premium, if any, on) any Security of
      that
      series at its Maturity; or

     

    (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 in any material respect (other than a covenant or warranty a
      default in the performance of which or the breach of which is elsewhere in
      this
      Section specifically dealt with or which has expressly been included in this
      Indenture solely for the benefit of series of Securities other than that
      series), and continuance of such default or breach for a period of 90 days
      after
      there has been given, by overnight mail or other same day or overnight delivery
      service which can provide evidence of delivery, to the Company by the Trustee
      or
      to the Company and the Trustee by the Holders of at least 25% in principal
      amount of the Outstanding Securities of that series a written notice specifying
      such default or breach and requiring it to be remedied and stating that such
      notice is a “Notice of Default” hereunder; or

     

    (5)  the
      entry
      by a court having jurisdiction in the premises of (A) a decree or order for
      relief in respect of the Company in an involuntary case or proceeding under
      any
      applicable Federal or State bankruptcy, insolvency, reorganization or other
      similar law or (B) a decree or order adjudging the Company a bankrupt or
      insolvent, or approving as 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        31

      

    

     

    properly
      filed a petition seeking reorganization, arrangement, adjustment or composition
      of or in respect of the Company under any applicable Federal or State law,
      or
      appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator
      or
      other similar official of the Company 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 90 consecutive days;
      or

     

    (6)  the
      commencement by the Company of a voluntary case or proceeding under any
      applicable Federal or State bankruptcy, insolvency, reorganization or other
      similar law or of any other case or proceeding to be adjudicated a bankrupt
      or
      insolvent, or the consent by it to the entry of a decree or order for relief
      in
      respect of the Company in an involuntary case or proceeding under any applicable
      Federal or State bankruptcy, insolvency, reorganization or other similar law
      or
      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
      possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
      or other similar official of the Company 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 in furtherance
      of any such action; or

     

    (7)  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 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 (or, if any of the Securities
      of
      that series are Original Issue Discount Securities, such portion of the
      principal amount of such Securities as may be specified in the terms thereof)
      of
      all of the Securities of that series 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.

     

    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,

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        32

      

    

     

    (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, the Security Registrar,
      any
      Paying Agent and their agents and counsel;

     

    and

     

    (2)  all
      Events of Default with respect to Securities of that series, other than the
      nonpayment of the principal of Securities of that series which have become
      due
      solely by such declaration of acceleration, have been cured or waived as
      provided in Section 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 principal (and premium, if any) and interest and, to the extent
      that payment of such interest shall be legally enforceable, interest on any
      overdue principal (and premium, if any) 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 reasonable costs and expenses
      of collection, including the compensation, expenses, disbursements and advances
      of the Trustee, its agents and counsel and other amounts due the Trustee under
      Section 607.

     

    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 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        33

      

    

     

    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.

     

    
      	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 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 premium, if any) 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 premium,
      if any) 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 premium, if any) and interest, respectively; and

     

    THIRD:
      The remainder, if any, to the Company, its successors or assigns, or to
      whomsoever may be lawfully entitled to receive such remainder or as a court
      of
      competent jurisdiction shall direct.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        34

      

    

     

    
      	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 indemnity reasonably satisfactory
      to it 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;

     

    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 (it being understood that the Trustee does not have an affirmative
      duty
      to ascertain whether or not such actions or forbearances are unduly prejudicial
      to 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 payment of the principal
      of (and premium, if any) and (subject to Section 307) any interest on such
      Security on the Stated Maturity or Maturities expressed in such Security (or,
      in
      the case of redemption, on the Redemption Date) and to institute suit for the
      enforcement of any such payment, and such rights shall not be impaired without
      the consent of such Holder.

     

    
      	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
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        35

      

    

     

    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 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

     

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

     

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

     

    (3)  the
      Trustee shall have the right to decline to follow such direction if the Trustee
      in good faith shall, by a Responsible Officer or Officers, determine that such
      direction would be prejudicial to the Holders not joining in such direction
      or
      would involve the Trustee in personal liability.

     

    The
      Trustee may, but shall not be obligated to, fix a record date for the purpose
      of
      determining the Persons entitled to so direct the Trustee. If a record date
      is
      fixed, the Holders on such record date, or their duly designated proxies, and
      only such Persons, shall be entitled to so direct the Trustee, or to amend
      any
      such direction, whether or not such Holders remain Holders after such record
      date; provided
      that
      no
      such direction or amendment shall be valid or effective for more than 90 days
      after such record date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        36

      

       

    

    
      	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 premium, if any) 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,

     

    With
      respect to any series of Securities issued hereunder, the Company may, but
      shall
      not be obligated to, fix a record date for the purpose of determining the
      Persons entitled to waive any past default hereunder. If a record date is fixed,
      the Holders on such record date, or their duly designated proxies, and only
      such
      persons, shall be entitled to waive any default hereunder, or to retract (prior
      to the delivery to the Trustee of waivers from the Holders of a majority of
      such
      Securities) any such waiver previously given, whether or not such Holders remain
      Holders after such record date; provided,
      that no
      such waiver shall be valid or effective for more than 90 days after such record
      date.

     

    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
                for Costs.

            


    

     

    In
      any
      suit for the enforcement of any right or remedy under this Indenture, or in
      any
      suit against the Trustee for any action taken, 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, including
      attorneys’ fees and expenses, against, any such party litigant, in the manner
      and to the extent provided in the Trust Indenture Act. This Section 514 does
      not
      apply to a suit by the Trustee, a suit by a Holder pursuant to Section 508
      hereof, or a suit by Holders of more than 10% in principal amount of the then
      Outstanding Securities.

     

    
      	Section
              515.   	
              Waiver
                of Stay or Extension Laws.

            


    

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        37

      

    

     

    ARTICLE
      SIX

     

    THE
      TRUSTEE

     

    
      	Section
              601.   	
              Certain
                Duties and Responsibilities.

            


    

     

    The
      duties and responsibilities of the Trustee shall be as provided in 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 90 days after the occurrence thereof. For the purpose of this
      Section, the term “default” means any event which is, or after notice or lapse
      of time or both would become, an Event of Default with respect to Securities
      of
      such series.

     

    Except
      in
      the case of an Event of Default arising from the failure to make a payment
      of
      principal, premium, if any, or interest, if any, on any Security, the Trustee
      may withhold the notice if and so long as, it in good faith determines that
      withholding the notice is in the interests of the Holders.

     

    
      	Section
              603.   	
              Certain
                Rights of Trustee. 

            


    

     

    Subject
      to the provisions of Section 601:

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        38

      

    

     

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

     

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

     

    (f)  the
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, direction, consent, order, bond, debenture, note, other
      evidence of indebtedness or other paper or document, but the Trustee, in its
      discretion, may make such further inquiry or investigation into such facts
      or
      matters as it may see fit;

     

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

     

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

     

    (i)  in
      no
      event shall the Trustee be responsible or liable for special, indirect, or
      consequential loss or damage of any kind whatsoever (including, but not limited
      to, loss of profit) irrespective of whether the Trustee has been advised of
      the
      likelihood of such loss or damage and regardless of the form of
      action;

     

    (j)  the
      Trustee shall not be deemed to have notice of any default or Event of Default
      unless a Responsible Officer of the Trustee has actual knowledge thereof or
      unless written notice of any event which is in fact such a default is received
      by the Trustee at the Corporate Trust Office of the Trustee, and such notice
      references the Securities and this Indenture;

     

    (k)  the
      rights, privileges, protections, immunities and benefits given to the Trustee,
      including, without limitation, its right to be indemnified, are extended to,
      and
      shall be enforceable by, the Trustee in each of its capacities hereunder, and
      each agent, custodian and other Person employed to act hereunder;
      and

     

    (l)  the
      Trustee may request that the Company deliver a certificate setting forth the
      names of individuals and/or titles of officers authorized at such time to take
      specified actions pursuant to this Indenture (which certificate may be amended,
      supplemented or modified by the Company from time to time).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        39

      

    

     

    
      	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 the Trustee or any Authenticating Agent assumes no responsibility for their
      correctness. The Trustee makes no representations as to the validity or
      sufficiency of this Indenture or of the Securities. The Trustee or any
      Authenticating Agent shall not 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
      618,
      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
      in
      writing with the Company.

     

    
      	Section
              607.   	
              Compensation
                and Reimbursement. 

            


    

     

    The
      Company agrees

     

    (1)  to
      pay to
      the Trustee from time to time such compensation as shall be agreed in writing
      between the Company and the Trustee 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 and all loss,
      damage, claim, liability or expense incurred without negligence or bad faith
      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 (whether asserted by the Company, a Holder or any
      other
      Person) or liability in connection with the exercise or performance of any
      of
      its powers or duties hereunder.

     

    As
      security for the performance of the obligations of the Company under this
      Section the Trustee shall have a lien prior to the Securities upon all property
      and funds held or collected by 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        40

      

    

     

    the
      Trustee as such, except funds held in trust for the payment of principal of,
      premium, if any, or interest on the Securities.

     

    When
      the
      Trustee incurs expenses or renders services in connection with an Event of
      Default specified in Section 501(5) or Section 501(6), the expenses (including
      the reasonable charges and expenses of its counsel) and the compensation for
      the
      services are intended to constitute expenses of administration under any
      applicable Federal or state bankruptcy, insolvency or other similar
      law.

     

    The
      provisions of this Section shall survive the termination of this
      Indenture.

     

    
      	Section
              608.   	
              Disqualification;
                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.

     

    
      	Section
              609.   	
              Corporate
                Trustee Required; Eligibility.

            


    

     

    There
      shall at all times be a Trustee hereunder which 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 such Person 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 corporation shall be deemed to be its
      combined capital and surplus as set forth in its most recent report of condition
      so published. If at any time the Trustee shall cease to be eligible in
      accordance with the provisions of this Section, it shall resign immediately
      in
      the manner and with the effect hereinafter specified in this
      Article.

     

    
      	Section
              610.   	
              Resignation
                and Removal; Appointment of
                Successor.

            


    

     

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

     

    (b)  The
      Trustee may resign at any time with respect to the Securities of one or more
      series by giving written notice thereof to the Company. If the instrument of
      acceptance by a successor Trustee required by Section 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, at the expense of the Company,
      any court of competent jurisdiction for the appointment of a successor Trustee
      with respect to the Securities of such series.

     

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

     

    (d)  If
      at any
      time:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        41

      

    

     

    (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, (i) the Company pursuant to a Board Resolution may remove the
      Trustee with respect to all Securities, or (ii) 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.

     

    (e)  If
      an
      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 removal, the Trustee being removed may petition, at the expense of
      the
      Company, any court of competent jurisdiction for the appointment of a successor
      Trustee with respect to the Securities of such series.

     

    (f)  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 or pursuant to 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.

     

    (g)  The
      Company shall give notice of each resignation and each removal of the Trustee
      with respect to the Securities of any series and each appointment of a successor
      Trustee 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        42

      

    

     

    with
      respect to the Securities of any series to all Holders of Securities of such
      series in the manner provided in Section 106. Each notice shall include the
      name
      of the successor Trustee with respect to the Securities of such series and
      the
      address of its Corporate Trust Office.

     

    
      	Section
              611.  	
              Acceptance
                of Appointment by Successor.

            


    

     

    (a)  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.

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        43

      

    

     

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

     

    
      	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, the Trustee’s certificate of authentication, or the delivery of the
      Securities to the Trustee for authentication, such reference shall be deemed
      to
      include authentication and delivery on behalf of the Trustee by an
      Authenticating Agent, a certificate of authentication executed on behalf of
      the
      Trustee by an Authenticating Agent or delivery of Securities to the
      Authenticating Agent for authentication in place of the Trustee, as the case
      may
      be. Each Authenticating Agent shall be acceptable to the Company and shall
      at
      all times be a corporation organized and doing business under the laws of the
      United States of America, any State thereof or the District of Columbia,
      authorized under such laws to act as Authenticating Agent, having a combined
      capital and surplus of not less than $50,000,000 and subject to supervision
      or
      examination by Federal, State or District of Columbia 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        44

      

    

     

    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 all or substantially all 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. Any successor Authenticating
      Agent upon acceptance of its appointment hereunder shall become vested with
      all
      the rights, powers and duties of its predecessor hereunder, with like effect
      as
      if originally named as an Authenticating Agent. No successor Authenticating
      Agent shall be appointed unless eligible under the provisions of this
      Section.

     

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

     

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

     

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

     

    
      	
              Dated:

            	
              U.S.
                Bank National Association,

              As
                Trustee

            
	 	
              By:..................................................

            
	 	
              As
                Authenticating Agent

            
	 	
              By:...................................................

            
	 	
              Authorized
                Signatory

            


    

     

    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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        45

      

    

     

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

     

    (b)  at
      such
      other times as the Trustee may request in writing, within 90 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.

            


    

     

    (a)  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 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.

     

    (b)  The
      rights of the 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.

     

    (c)  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.

            


    

     

    (a)  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. If required by
      Section 313(a) of the Trust Indenture Act, the Trustee shall, within sixty
      days
      after each May 15 following the date of the initial issuance of Securities
      under
      this Indenture deliver to Holders a brief report, dated as of such May 15,
      which
      complies with the provisions of such Section 313(a).

     

    (b)  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 promptly notify the
      Trustee in writing when any Securities are listed on any stock exchange and
      of
      any delisting thereof.

     

    
      	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 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        46

      

    

     

    Commission
      pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall
      be
      filed with the Trustee within 15 days after the same is so required to be filed
      with the Commission. Delivery of such reports, information and documents to
      the
      Trustee is for informational purposes only and the Trustee's receipt of such
      shall not constitute constructive notice of any information contained therein
      or
      determinable from information contained therein, including the Company's
      compliance with any of its covenants hereunder (as to which the Trustee is
      entitled to rely exclusively on Officers’ Certificates).

     

    ARTICLE
      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 (other than
      a
      merger or consolidation in which the Company is the surviving Person) or sell
      its properties and assets as, or substantially as, an entirety to any Person,
      unless:

     

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

     

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

     

    (3)  the
      Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
      Counsel, each stating that such consolidation, merger, or sale 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
                Corporation Substituted.

            


    

     

    Upon
      any
      consolidation of the Company with, or merger by the Company into, any other
      corporation 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 corporation 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 corporation
      had
      been named as the Company herein, and thereafter, except in the case of a lease,
      the predecessor corporation shall be relieved of all obligations and covenants
      under this Indenture and the Securities.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        47

      

    

     

    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 corporation 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; or

     

    (4)  to
      add to
      or to 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 (i) shall neither (A) 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 (B) modify the rights of the Holder of any such
      Security with respect to such provision or (ii) shall become effective only
      when
      there is no such Security Outstanding; or

     

    (6)  to
      secure
      the Securities pursuant to the requirements of Section 1006 or otherwise;
      or

     

    (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(b); or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        48

      

    

     

    (9)  to
      supplement any of the provisions of this Indenture to such extent as shall
      be
      necessary to permit or facilitate the defeasance and discharge of any series
      of
      previously issued and Outstanding Securities pursuant to Section 1006,
provided
      that any
      such action shall not adversely affect the interests of the Holders of
      Securities of such series or any other series of Securities in any material
      respect; or

     

    (10)  to
      cure
      any ambiguity, to correct or supplement any provision herein which may be
      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 (10) shall not adversely affect the
      interests of the Holders of Securities of any series in any material respect;
      or

     

    (11)  to
      conform to any mandatory provisions of law.

     

    
      	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 installment 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 that 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 of any series 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 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 1008, 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 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        49

      

    

     

    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 1008 in
      accordance with the requirements of Sections 611(b) and 901(8).

     

    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.

     

    With
      respect to any series of Securities issued hereunder, the Company may, but
      shall
      not be obligated to, fix a record date for the purpose of determining the
      Persons entitled to consent to any indenture supplemental hereto. If a record
      date is fixed, the Holders on such record date or their duly designated proxies,
      and only such Persons, shall be entitled to consent to such supplemental
      indenture or to revoke (prior to the delivery to the Trustee of consents from
      the Holders of not less than a majority of such Securities) any such consent
      previously given, whether or not such Holders remain Holders after such record
      date; provided,
      that no
      such consent shall be valid or effective for more than 90 days after such record
      date.

     

    
      	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 receive, and (subject to Section
      601) shall be fully protected in conclusively 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.

     

    
      	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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        50

      

    

     

    
      	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. 

     

    
      	Section
              907.   	
              Waiver
                of Compliance by Holders.

            


    

     

    Anything
      in this Indenture to the contrary notwithstanding, any of the acts which the
      Company is required to do, or is prohibited from doing, by any of the provisions
      of this Indenture may, to the extent that such provisions might be changed
      or
      eliminated by a supplemental indenture pursuant to Section 902 upon consent
      of
      Holders of not less than a majority in aggregate principal amount of the then
      Outstanding Securities of the series affected, be omitted or done by the Company
      if there is obtained the prior consent or waiver of the Holders of at least
      a
      majority in aggregate principal amount of the then Outstanding Securities of
      such series. 

     

    
      	Section
              908.   	
              Subordination
                Unimpaired.

            


    

     

    No
      provision in any supplemental indenture that affects the superior position
      of
      the holders of Senior Debt of the Company shall be effective against any holder
      of such Senior Debt without the consent of such affected holder.

     

    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 premium, if any) 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 and where notices and demands to or upon the Company
      in
      respect of the Securities of that series and this Indenture may be served.
      Unless otherwise designated by the Company by written notice to the Trustee,
      such office or agency shall be the designated office of the Trustee in New
      York,
      New York. 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, 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        51

      

    

     

    such
      presentations, surrenders, notices and demands may be made or served at the
      Corporate Trust Office of the Trustee.

     

    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,
      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 (and
      premium, if any) 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 premium, if any) or interest so becoming
      due until such sums shall be paid to such Persons or otherwise disposed of
      as
      herein provided and will promptly notify the Trustee of its action or failure
      so
      to act.

     

    Whenever
      the Company shall have one or more Paying Agents for any series of Securities,
      it will, prior to each due date of the principal of (and premium, if any) 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 (i) comply with the provisions of the Trust
      Indenture Act applicable to it as a Paying Agent and (ii) 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, and 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 (and premium, if any) or interest
      on
      any Security of any series and remaining unclaimed for two years after such
      principal (and premium, if any) or interest has become due and payable shall
      be
      paid to the Company on Company Request, or (if then held by the Company) shall
      be discharged from such trust; and the Holder of 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        52

      

    

     

    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.

     

    
      	Section
              1004.   	
              Corporate
                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 corporate 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
      Company 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
              1005.   	
              Limitation
                on Liens on Common Stock of Designated
                Subsidiaries.

            


    

     

    Except
      as
      otherwise specified as contemplated by Section 301 for Securities of any series,
      so long as any Securities of any series shall remain Outstanding, the Company
      will not, and will not permit any Subsidiary to, directly or indirectly, create,
      issue, assume, incur or guarantee any indebtedness for money borrowed which
      is
      secured by a mortgage, pledge, lien, security interest or other encumbrance
      of
      any nature on any of the present or future common stock of a Designated
      Subsidiary, which common stock is directly or indirectly owned by the Company,
      unless the Securities and, if the Company so elects, any other indebtedness
      of
      the Company ranking at least pari passu with the Securities, shall be secured
      equally and ratably with (or prior to) such other secured indebtedness for
      money
      borrowed so long as it is outstanding and is secured.

     

    
      	Section
              1006.   	
              Defeasance
                and Covenant Defeasance.

            


    

     

    (a)  Company’s
      Option to Effect Defeasance and Covenant Defeasance.
      The
      Company may elect, at any time, to have either Section 1006(b) or Section
      1006(c) applied to the Outstanding Securities of any series upon compliance
      with
      the conditions set forth in this Section 1006.

     

    (b)  Defeasance
      and Discharge.
      Upon
      the Company’s exercise of the option provided in Section 1006(a) to have this
      Section 1006(b) applied to the Outstanding Securities of any series, the Company
      shall be deemed to have been discharged from its obligations with respect to
      the
      Outstanding Securities of such series as provided in this Section 1006(b) on
      and
      after the date the conditions set forth in Section 1006(d) 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
      represented by the Outstanding Securities of such series and to have satisfied
      all of the Company’s other obligations under the Securities of such series and
      this Indenture insofar as the Securities of such series 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
      Securities of such series to receive, solely from the trust fund described
      in
      Section 1006(d) and as more fully set forth in such Section, payments in respect
      of the principal of and any premium and interest on such Securities of such
      series when payments are due, (2) the 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        53

      

    

     

    Company’s
      obligations with respect to the Securities of such series under Sections 304,
      305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities
      of the Trustee hereunder, including, without limitation, its rights under
      Section 607 and (4) this Section 1006. Subject to compliance with this Section
      1006, the Company may exercise its option provided in Section 1006(a) to have
      this Section 1006(b) applied to the Outstanding Securities of any series
      notwithstanding the prior exercise of its option provided in Section 1006(a)
      to
      have Section 1006(c) applied to the Outstanding Securities of such
      series.

     

    (c)  Covenant
      Defeasance.
      Upon
      the Company’s exercise of the option provided in Section 1006(a) to have this
      Section 1006(c) applied to the Outstanding Securities of any series, (1) the
      Company shall be released from its obligations under Sections 801 and 1005
      and
      (2) the occurrence of any event specified in Section 501(4) (with respect to
      Sections 801 and 1005), in each case with respect to the Outstanding Securities
      of such series as provided in this Section 1006(c) on and after the date the
      conditions set forth in Section 1006(d) are satisfied (hereinafter called
“Covenant Defeasance”). For this purpose, such Covenant Defeasance means that
      the Company may omit to comply with (and no Event of Default shall arise out
      of
      such non-compliance) and shall have no liability in respect of any term,
      condition or limitation set forth in Section 801 and/or 1005, 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 the Securities
      of
      such series shall be unaffected thereby.

     

    (d)  Conditions
      to Defeasance or Covenant Defeasance.
      The
      following shall be the conditions to application of either Section 1006(b)
      or
      Section 1006(c) to the Outstanding Securities of any series:

     

    (1)  The
      Company shall irrevocably have deposited or caused to be deposited with the
      Trustee (or another trustee that satisfies the requirements contemplated by
      Section 609 and agrees to comply with the provisions of this Section 1006
      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 benefit of the Holders of Outstanding Securities of such series, (A)
      in
      the case of Securities of such series denominated in U.S. dollars, (i) money
      in
      an amount, (ii) U.S. Government Obligations that through the scheduled payment
      of principal and interest in respect thereof in accordance with their terms
      will
      provide, not later than one Business Day before the due date of any payment,
      money in an amount, or (iii) 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 the Securities of such series on the respective Stated Maturities,
      in accordance with the terms of this Indenture and the Securities of such series
      or (B) in the case of Securities of such series denominated in a currency other
      than the U.S. dollar, (i) money in such currency in an amount, or (ii) Foreign
      Government Obligations that through the scheduled payment of principal and
      interest in respect thereof in accordance with their terms will provide, not
      later than one Business Day before the due date of any payment, money in such
      currency in an amount, or (iii) a combination thereof, in each case sufficient,
      in the opinion of a nationally 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        54

      

    

     

    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 the Securities
      of
      such series on the respective Stated Maturities, in accordance with the terms
      of
      this Indenture and the Securities of such series.

     

    (2)  In
      the
      case of an election under Section 1006(b), the Company shall have delivered
      to
      the Trustee an Opinion of Counsel stating that (i) the Company has received
      from
      the U.S. Internal Revenue Service a letter ruling, or there has been published
      by the U.S. Internal Revenue Service a Revenue Ruling, or (ii) since the date
      of
      execution of this Indenture, there has been a change in the applicable Federal
      income tax law, in either case to the effect that, and based thereon such
      opinion shall confirm that, the Holders of the Outstanding Securities of such
      series 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
      the Securities of such series 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
      case of an election under Section 1006(c), the Company shall have delivered
      to
      the Trustee an Opinion of Counsel to the effect that the Holders of the
      Outstanding Securities of such series will not recognize gain or loss for
      Federal income tax purposes as result of the deposit and Covenant Defeasance
      to
      be effected with respect to the Securities of such series 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.

     

    (4)  The
      Company shall have delivered to the Trustee an Officers’ Certificate to the
      effect that the Securities of such series, if then listed on any securities
      exchange, will not be delisted as a result of such deposit.

     

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

     

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

     

    (7)  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 of 1940, as amended, unless such trust shall be qualified
      under such Act or exempt from regulation thereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        55

      

    

     

    (8)  At
      the
      time of such deposit: (A) no default in the payment of principal of (or premium,
      if any) or interest on any Senior Debt of the Company shall have occurred and
      be
      continuing and (B) no other event of default with respect to any Senior Debt
      of
      the Company shall have occurred and be continuing and shall have resulted in
      such Senior Debt of the Company becoming or being declared due and payable
      prior
      to the date on which it would otherwise have become due and payable, or, in
      the
      case of either Clause (A) or Clause (B) above, each such default or event of
      default shall have been cured or waived or shall have ceased to
      exist.

     

    (e)  Deposited
      Money and U.S. Government Obligations or Foreign Government Obligations to
      be
      Held in Trust; Other Miscellaneous Provisions.
      Subject
      to the provisions of the last paragraph of Section 1003, all money and U.S.
      Government Obligations or Foreign Government Obligations (including the proceeds
      thereof) deposited with the Trustee or other qualifying trustee (solely for
      purposes of this Section 1006(e) and Section 1006(f), the Trustee and any such
      other trustee are referred to collectively as the “Trustee”) pursuant to Section
      1006(d) in respect of the Securities of any series shall be held in trust and
      applied by the Trustee, in accordance with the provisions of the Securities
      of
      such series 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 Securities of such series, of all
      sums
      due and to become due on such Securities 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 or Foreign
      Government Obligations deposited pursuant to Section 1006(d) or the principal
      and interest received in respect thereof other than any such tax, fee or other
      charge that by law is for the account of the Holders of Outstanding
      Securities.

     

    Anything
      in this Section 1006 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 or Foreign Government Obligations held by the Trustee
      as
      provided in Section 1006(d) with respect to Securities of any series that,
      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 that would then be required to be deposited to
      effect an equivalent Defeasance or Covenant Defeasance with respect to the
      Securities of such series.

     

    (f)  Reinstatement.
      If the
      Trustee or the Paying Agent is unable to apply any money in accordance with
      this
      Section 1006 with respect to the Securities of any series by reason of any
      order
      or judgment of any court or governmental authority enjoining, restraining or
      otherwise prohibiting such application, then the Company’s obligations under
      this Indenture and the Securities of such series shall be revived and reinstated
      as though no deposit had occurred pursuant to this Section 1006 with respect
      to
      Securities of such series until such time as the Trustee or Paying Agent is
      permitted to apply all money held in trust pursuant to Section 1006(e) with
      respect to Securities of such series in accordance with this Section 1006;
      provided,
      however,
      that if
      the Company makes any payment of principal of or any premium or interest on
      any


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        56

      

    

     

    Security
      of such series following the reinstatement of its obligations, the Company
      shall
      be subrogated to the rights of the Holders of Securities of such series to
      receive such payment from the money so held in trust.

     

    
      	Section
              1007.   	
              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.

     

    The
      Company shall deliver to the Trustee, as soon as possible and in any event
      within five days after an executive officer of the Company becomes aware of
      the
      occurrence of any Event of Default or an event which, with notice or the lapse
      of time or both, would constitute an Event of Default, an Officers’ Certificate
      setting forth the details of such Event of Default or default and the action
      which the Company proposes to take with respect thereto.

     

    
      	Section
              1008.   	
              Waiver
                of Certain Covenants.

            


    

     

    The
      Company may omit in any particular instance to comply with any term, provision
      or condition set forth in Sections 1004 or 1005, inclusive, with respect to
      the
      Securities of any 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. 

     

    
      	Section
              1009.   	
              Calculation
                of Original Issue Discount.

            


    

     

    The
      Company shall file with the Trustee promptly at the end of each calendar year
      (i) a written notice specifying the amount of original issue discount (including
      daily rates and accrual periods) accrued on Outstanding Securities as of the
      end
      of such year and (ii) such other specific information relating to such original
      issue discount as may then be relevant under the Internal Revenue Code of 1986,
      as amended from time to time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        57

      

    

     

    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 Securities of any series) 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 an
      Officers’ Certificate. In case of any redemption at the election of the Company
      of the Securities of any series, the Company shall, at least 60 days prior
      to
      the Redemption Date fixed by the Company (unless a shorter notice shall be
      satisfactory to the Trustee), notify the Trustee in writing 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.

     

    
      	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 of the
      Securities of such series and of a specified tenor are to be redeemed), the
      particular Securities to be redeemed shall be selected not more than 60 days
      prior to the Redemption Date by the Trustee, from the Outstanding Securities
      of
      such series not previously called for redemption, by lot or such other method
      as
      the Trustee shall deem fair and appropriate and which may provide for the
      selection for redemption of portions (equal to the minimum authorized
      denomination for Securities of that series or any integral multiple thereof)
      of
      the principal amount of Securities of such series of a denomination larger
      than
      the minimum authorized denomination for Securities of that series. If less
      than
      all of the Securities of such series and of a specified tenor are to be
      redeemed, the particular Securities to be redeemed shall be selected not more
      than 60 days prior to the Redemption Date by the 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 and, in the case of any Securities selected for partial
      redemption, the principal amount thereof to be redeemed.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        58

      

    

    


     

    
      	Section
              1104.   	
              Notice
                of Redemption.

            


    

     

    Notice
      of
      redemption shall be given by first-class mail, postage pre-paid, 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 identify the Securities to be redeemed (including
      CUSIP number(s)) and shall state:

     

    (1)  the
      Redemption Date,

     

    (2)  the
      Redemption Price,

     

    (3)  if
      less
      than all the Outstanding Securities of any series are to be redeemed, the
      identification (and, in the case of partial redemption of any Securities, the
      principal amounts) of the particular Securities to be redeemed,

     

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

     

    (5)  the
      place
      or places where such Securities are 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 written request, by the Trustee in the
      name and at the expense of the Company.

     

    
      	Section
              1105.   	
              Deposit
                of Redemption Price.

            


    

     

    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, unless otherwise specified as contemplated by Section 301) 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 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        59

      

    

     

    Section
      301, installments of interest whose Stated Maturity is on or prior to the
      Redemption Date shall be payable to the Holders of such Securities, or one
      or
      more Predecessor Securities, registered as such at the close of business on
      the
      relevant Record Dates according to their terms and the provisions of Section
      307.

     

    If
      any
      Security called for redemption shall not be so paid upon surrender thereof
      for
      redemption, the principal (and premium, if any) 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 (including any Global 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; provided,
      that if
      a Global Security is so surrendered, the new Global Security shall be in a
      denomination equal to the unredeemed portion of the principal of the Global
      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 a series except as otherwise specified as
      contemplated by Section 301 for Securities of such series.

     

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

     

    
      	Section
              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


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        60

      

    

     

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

     

    
      	Section
              1203.   	
              Redemption
                of Securities for Sinking
                Fund.

            


    

     

    Not
      less
      than 60 days prior to each sinking fund payment date for any series of
      Securities (unless a shorter period of time shall be acceptable to the Trustee),
      the Company will deliver to the Trustee an Officers’ Certificate specifying the
      amount of the next ensuing sinking fund payment for that series pursuant to
      the
      terms of that series, the portion thereof, if any, which is to be satisfied
      by
      payment of cash and the portion thereof, if any, which is to be satisfied by
      delivering and crediting Securities of that series pursuant to Section 1202
      and
      will also deliver to the Trustee any Securities to be so delivered. Not less
      than 30 days before each such sinking fund payment date, the Trustee shall
      select the Securities to be redeemed upon such sinking fund payment date in
      the
      manner specified in Section 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


     

    SUBORDINATION
      OF SECURITIES 

     

    
      	Section
              1301.   	
              Securities
                Subordinate to Senior Debt of the
                Company.

            


    

     

    The
      Company covenants and agrees, and each Holder of a Security, by its acceptance
      thereof, likewise covenants and agrees, that, to the extent and in the manner
      hereinafter set forth in this Article Thirteen (subject to the provisions of
      Article Four and Section 1006), the payment of the principal of (and premium,
      if
      any) and interest on each and all of the Securities are hereby expressly made
      subordinate and subject in right of payment to the prior payment in full of
      all
      amounts then due and payable in respect of all Senior Debt of the
      Company.

     

    
      	Section
              1302.   	
              Payment
                Over of Proceeds Upon Dissolution, Etc. of the
                Company.

            


    

     

    In
      the
      event of (a) any insolvency or bankruptcy case or proceeding, or any
      receivership, liquidation, arrangement, reorganization, debt restructuring
      or
      other similar case or proceeding in connection with any insolvency or bankruptcy
      proceeding, relative to the Company or to its assets, or (b) any liquidation,
      dissolution or other winding up of the Company, whether voluntary or involuntary
      and whether or not involving insolvency or bankruptcy, or (c) any assignment
      for
      the benefit of creditors or any other marshalling of assets and liabilities
      of
      the Company, then and in any such event specified in clause (a), (b) or (c)
      above (each such event, if any, herein sometimes referred to as a “Proceeding”)
      the holders of Senior Debt of the Company shall be entitled to receive payment
      in full of all amounts due or to become due on or in respect of all Senior
      Debt
      of the Company, or provision shall be made for such payment in cash or cash
      equivalents or otherwise in a manner satisfactory to the holders of Senior
      Debt
      of the Company, 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        61

      

    

     

    before
      the Holders of the Securities are entitled to receive any payment or
      distribution of any kind or character, whether in cash, property or securities
      (including any payment or distribution which may be payable or deliverable
      by
      reason of the payment of any other Debt of the Company subordinated to the
      payment of the Securities, such payment or distribution being hereinafter
      referred to as “Junior Subordinated Payment”), on account of principal of (or
      premium, if any) or interest on the Securities or on account of the purchase
      or
      other acquisition of Securities by the Company or any Subsidiary of the Company,
      and to that end the holders of Senior Debt of the Company shall be entitled
      to
      receive, for application to the payment thereof, any payment or distribution
      of
      any kind or character, whether in cash, property or securities, including any
      Junior Subordinated Payment, which may be payable or deliverable in respect
      of
      the Securities in any such Proceeding.

    


    If,
      notwithstanding the foregoing provisions of this Section 1302, the Trustee
      or
      the Holder of any Security shall have received any payment or distribution
      of
      assets of the Company of any kind or character, whether in cash, property or
      securities, including any Junior Subordinated Payment, before all Senior Debt
      of
      the Company is paid in full or payment thereof is provided for in cash or cash
      equivalents or otherwise in a manner satisfactory to the holders of Senior
      Debt
      of the Company, and if such fact shall, at or prior to the time of such payment
      or distribution, have been made known to the Trustee or, as the case may be,
      such Holder, then and in such event such payment or distribution shall be paid
      over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating
      trustee, custodian, assignee, agent or other Person making payment or
      distribution of assets of the Company for application to the payment of all
      Senior Debt of the Company remaining unpaid, to the extent necessary to pay
      all
      Senior Debt of the Company in full, after giving effect to any concurrent
      payment or distribution to or for the holders of Senior Debt of the Company.
      Any
      taxes that have been withheld or deducted from any payment or distribution
      in
      respect of the Securities, or any taxes that ought to have been withheld or
      deducted from any such payment or distribution that have been remitted to the
      relevant taxing authority, shall not be considered to be an amount that the
      Trustee or the Holder of any Security receives for purposes of this Section
      1302.

    


    For
      purposes of this Article Thirteen only, the words “any payment or distribution
      of any kind or character, whether in cash, property or securities” shall not be
      deemed to include shares of stock of the Company as reorganized or readjusted,
      or securities of the Company or any other corporation provided for by a plan
      of
      reorganization or readjustment which securities are subordinated in right of
      payment to all then outstanding Senior Debt of the Company to substantially
      the
      same extent as the Securities are so subordinated as provided in this Article
      Thirteen. The consolidation of the Company with, or the merger of the Company
      into, another Person or the liquidation or dissolution of the Company following
      the sale of all or substantially all of its properties and assets as an entirety
      to another Person upon the terms and conditions set forth in Article Eight
      shall
      not be deemed a Proceeding for the purposes of this Section 1302 if the Person
      formed by such consolidation or into which the Company is merged or the Person
      which acquires by sale such properties and assets as an entirety, as the case
      may be, shall, as a part of such consolidation, merger, or sale comply with
      the
      conditions set forth in Article Eight.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        62

      

    

     

    
      	Section
              1303.   	
              Prior
                Payment to Senior Debt of the Company Upon Acceleration of
                Securities.

            


    

     

    If
      any
      Securities are declared due and payable before their Stated Maturity, then
      and
      in such event the holders of the Senior Debt of the Company outstanding at
      the
      time such Securities so become due and payable shall be entitled to receive
      payment in full of all amounts due on or in respect of such Senior Debt of
      the
      Company, or provision shall be made for such payment in cash or cash equivalents
      or otherwise in a manner satisfactory to the holders of Senior Debt of the
      Company, before the Holders of the Securities are entitled to receive any
      payment (including any Junior Subordinated Payment) by the Company on account
      of
      the principal of (or premium, if any) or interest on the Securities or on
      account of the purchase or other acquisition of Securities by the Company or
      any
      Subsidiary; provided, however, that nothing in this Section 1303 shall prevent
      the satisfaction of any sinking fund payment in accordance with Article Thirteen
      by delivering and crediting pursuant to Section 1302 Securities which have
      been
      acquired (upon redemption or otherwise) prior to such declaration of
      acceleration.

    


    If,
      notwithstanding the foregoing, the Company shall make any payment to the Trustee
      or the Holder of any Security prohibited by the foregoing provisions of this
      Section 1303, and if such fact shall, at or prior to the time of such payment,
      have been actually made known to the Trustee or, as the case may be, such
      Holder, then and in such event such payment shall be paid over and delivered
      forthwith to the Company.

    


    The
      provisions of this Section 1303 shall not apply to any payment with respect
      to
      which Section 1302 would be applicable.

     

    
      	Section
              1304.   	
              No
                Payment When Senior Debt of the Company in
                Default.

            


    

     

    (a) Upon
      the
      occurrence and during the continuation of any default in the payment of
      principal of (or premium, if any) or interest on any Senior Debt of the Company,
      or if any event of default with respect to any Senior Debt of the Company shall
      have occurred and be continuing and shall have resulted in such Senior Debt
      of
      the Company becoming or being declared due and payable prior to the date on
      which it would otherwise have become due and payable, unless and until such
      event of default shall have been cured or waived or shall have ceased to exist
      and such acceleration shall have been rescinded or annulled, or (b) if any
      judicial proceeding shall be pending with respect to any such default in payment
      or such event of default, then no payment (including any Junior Subordinated
      Payment) shall be made by the Company on account of principal of (or premium,
      if
      any) or interest on the Securities or on account of the purchase or other
      acquisition of Securities by the Company or any Subsidiary; provided, however,
      that nothing in this Section 1304 shall prevent the satisfaction of any sinking
      fund payment in accordance with Article Twelve by delivering and crediting
      pursuant to Section 1202 Securities which have been acquired (upon redemption
      or
      otherwise) prior to such default in payment or event of default.

    


    If,
      notwithstanding the foregoing, the Company shall make any payment to the Trustee
      or the Holder of any Security prohibited by the foregoing provisions of this
      Section 1304, and if such fact shall, at or prior to the time of such payment,
      have been actually made known to the Trustee or, as the case may be, such
      Holder, then and in such event such payment shall be paid over and delivered
      forthwith to the Company.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        63

      

    

     

    The
      provisions of this Section 1304 shall not apply to any payment with respect
      to
      which Section 1302 would be applicable.

     

    
      	Section
              1305.   	
              Payment
                Permitted If No Default.

            


    

     

    Nothing
      contained in this Article Thirteen or elsewhere in this Indenture or in any
      of
      the Securities shall prevent (a) the Company, at any time except during the
      pendency of any Proceeding referred to in Section 1302 or under the conditions
      described in Sections 1303 and 1304, from making payments at any time of
      principal of (and premium, if any) or interest on the Securities, or (b) the
      application by the Trustee of any money deposited with the Trustee hereunder
      to
      the payment of or on account of the principal of (and premium, if any) or
      interest on the Securities or the retention of such payment by the Holders,
      if,
      at the time of such application by the Trustee, the Trustee did not have actual
      knowledge that such payment would have been prohibited by the provisions of
      this
      Article Thirteen.

     

    
      	Section
              1306.   	
              Subrogation
                to Rights of Holders of Senior Debt of the
                Company.

            


    

     

    Subject
      to the payment in full of all Senior Debt of the Company, or the provision
      for
      such payment in cash or cash equivalents or otherwise in a manner satisfactory
      to the holders of Senior Debt of the Company, the Holders of the Securities
      shall be subrogated to the extent of the payments or distributions made to
      the
      holders of such Senior Debt of the Company pursuant to the provisions of this
      Article Thirteen (equally and ratably with the holders of all other indebtedness
      of the Company which by its express terms is subordinated to indebtedness of
      the
      Company to substantially the same extent as the Securities are subordinated
      to
      the Senior Debt of the Company and is entitled to like rights of subrogation
      by
      reason of any payments or distributions made to holders of such Senior Debt
      of
      the Company) to the rights of the holders of such Senior Debt of the Company
      to
      receive payments and distributions of cash, property and securities of the
      Company applicable to the Senior Debt of the Company until the principal of
      (and
      premium, if any) and interest on the Securities shall be paid in full. If the
      Trustee or the Holders of the Securities for any reason are not entitled to
      be
      subrogated to the rights of holders of Senior Debt of the Company in respect
      of
      such payment or distribution, then the Trustee or the Holders of the Securities
      may require each holder of Senior Debt of the Company to whom any such payment
      or distribution is made as a condition to such payment or distribution to assign
      its Senior Debt of the Company to the extent of such payment or distribution
      and
      all rights with respect thereto to the Trustee on behalf of the Holders. Such
      assignment shall not be effective until such time as all Senior Debt of the
      Company has been paid in full or payment thereof provided for. For purposes
      of
      such subrogation or assignment, no payments or distributions to the holders
      of
      the Senior Debt of the Company of any cash, property or securities to which
      the
      Holders of the Securities or the Trustee would be entitled except for the
      provisions of this Article Thirteen, and no payments over pursuant to the
      provisions of this Article Thirteen to the holders of Senior Debt of the Company
      by Holders of the Securities or the Trustee, shall, as among the Company, its
      creditors other than holders of Senior Debt of the Company, and the Holders
      of
      the Securities, be deemed to be a payment or distribution by the Company to
      or
      on account of the Senior Debt of the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        64

      

    

     

    
      	Section
              1307.   	
              Provisions
                Solely to Define Relative
                Rights.

            


    

     

    The
      provisions of this Article Thirteen are and are intended solely for the purpose
      of defining the relative rights of the Holders of the Securities on the one
      hand
      and the holders of Senior Debt of the Company on the other hand. Nothing
      contained in this Article Thirteen or elsewhere in this Indenture or in the
      Securities is intended to or shall (a) impair, as among the Company, its
      creditors other than holders of Senior Debt of the Company, and the Holders
      of
      the Securities, the obligations of the Company, which are absolute and
      unconditional (and which, subject to the rights under this Article Thirteen
      of
      the holders of Senior Debt of the Company, are intended to rank equally with
      all
      other general unsecured obligations of the Company), to pay to the Holders
      of
      the Securities the principal of (and premium, if any) and interest on the
      Securities as and when the same shall become due and payable in accordance
      with
      their terms; (b) affect the relative rights against the Company of the Holders
      of the Securities and creditors of the Company other than the holders of Senior
      Debt of the Company; or (c) prevent the Trustee or the Holder of any Security
      from exercising all remedies otherwise permitted by applicable law upon default
      under this Indenture including, without limitation, filing and voting claims
      in
      any Proceeding, subject to the rights, if any, under this Article Thirteen
      of
      the holders of Senior Debt of the Company to receive cash, property and
      securities otherwise payable or deliverable to the Trustee or such
      Holder.

    


    Without
      limiting the generality of the foregoing, nothing contained in this Article
      Thirteen will restrict the right of the Trustee or the Holders of Securities
      of
      any series to take any action to declare the Securities of such series to be
      due
      and payable prior to their stated maturity pursuant to Section 502 or to pursue
      any rights or remedies hereunder.

     

    
      	Section
              1308.   	
              Trustee
                to Effectuate Subordination.

            


    

     

    Each
      Holder of a Security by such Holder’s acceptance thereof authorizes and directs
      the Trustee on such Holder’s behalf to take such action as may be necessary or
      appropriate to acknowledge or effectuate the subordination provided in this
      Article Thirteen and appoints the Trustee such Holder’s attorney-in-fact for any
      and all such purposes.

     

    
      	Section
              1309.   	
              No
                Waiver of Subordination
                Provisions.

            


    

     

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

    


    Without
      in any way limiting the generality of the foregoing paragraph, the holders of
      Senior Debt of the Company may, at any time and from time to time, without
      the
      consent of or notice to the Trustee or the Holders of the Securities, without
      incurring responsibility to the Holders of the Securities, and without impairing
      or releasing the subordination provided in this Article Thirteen or the
      obligations hereunder of the Holders of the Securities to the holders of Senior
      Debt of the Company, do any one or more of the following: (i) change the manner,
      place 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        65

      

    

     

    or
      terms
      of payment or extend the time of payment of, or renew or alter or increase,
      Senior Debt of the Company, or otherwise amend or supplement in any manner
      Senior Debt of the Company or any instrument evidencing the same or any
      agreement under which Senior Debt of the Company is outstanding; (ii) sell,
      exchange, release or otherwise deal with any property pledged, mortgaged or
      otherwise securing Senior Debt of the Company; (iii) release any Person liable
      in any manner for the collection of Senior Debt of the Company; and/or (iv)
      exercise or refrain from exercising any rights against the Company and any
      other
      Person.

     

    
      	Section
              1310.   	
              Notice
                to Trustee.

            


    

     

    The
      Company shall give prompt written notice to the Trustee of any fact known to
      the
      Company which would prohibit the making of any payment to or by the Trustee
      in
      respect of the Securities. Notwithstanding the provisions of this Article
      Thirteen or any other provision of this Indenture, the Trustee shall not be
      charged with knowledge of the existence of any facts which would prohibit the
      making of any payment to or by the Trustee in respect of the Securities, unless
      and until the Trustee shall have received written notice thereof from the
      Company or a holder of Senior Debt of the Company or from any trustee, agent
      or
      representative therefor; and, prior to the receipt of any such written notice,
      the Trustee, subject to the provisions of Section 601, shall be entitled in
      all
      respects to assume that no such facts exist; provided, however, that if a
      Responsible Officer of the Trustee shall not have received the notice provided
      for in this Section 1310 at least two Business Days prior to the date upon
      which
      by the terms hereof any money may become payable for any purpose (including,
      without limitation, the payment of the principal of (and premium, if any) or
      interest on any Security), then, anything herein contained to the contrary
      notwithstanding, the Trustee shall have full power and authority to receive
      such
      money and to apply the same to the purpose for which such money was received
      and
      shall not be affected by any notice to the contrary which may be received by
      it
      within two Business Days prior to such date.

    


    Subject
      to the provisions of Section 601, the Trustee shall be entitled to conclusively
      rely on the delivery to it of a written notice by a Person representing himself
      or herself to be a holder of Senior Debt of the Company (or a trustee, agent
      or
      representative therefor) to establish that such notice has been given by a
      holder of Senior Debt of the Company (or a trustee, agent or representative
      therefor). If the Trustee determines in good faith that further evidence is
      required with respect to the right of any Person as a holder of Senior Debt
      of
      the Company to participate in any payment or distribution pursuant to this
      Article Thirteen, the Trustee may request such Person to furnish evidence to
      the
      reasonable satisfaction of the Trustee as to the amount of Senior Debt of the
      Company held by such Person, the extent to which such Person is entitled to
      participate in such payment or distribution and any other facts pertinent to
      the
      rights of such Person under this Article Thirteen, and if such evidence is
      not
      furnished, the Trustee may defer any payment to such Person pending judicial
      determination as to the right of such Person to receive such
      payment.

     

    
      	Section
              1311.   	
              Reliance
                on Judicial Order or Certificate of Liquidating
                Agent.

            


    

     

    Upon
      any
      payment or distribution of assets of the Company referred to in this Article
      Thirteen, the Trustee, subject to the provisions of Section 601, and the Holders
      of the Securities shall be entitled to conclusively rely upon any order or
      decree entered by any court of competent 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        66

      

    

     

    jurisdiction
      in which such Proceeding is pending, or a certificate of the trustee in
      bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
      of creditors, agent or other Person making such payment or distribution,
      delivered to the Trustee or to the Holders of Securities, for the purpose of
      ascertaining the Persons entitled to participate in such payment or
      distribution, the holders of the Senior Debt of the Company and other
      indebtedness of the Company, the amount thereof or payable thereon, the amount
      or amounts paid or distributed thereon and all other facts pertinent thereto
      or
      to this Article Thirteen.

     

    
      	Section
              1312.   	
              Trustee
                Not Fiduciary For Holders of Senior Debt of the
                Company.

            


    

     

    The
      Trustee, in its capacity as trustee under this Indenture, shall not be deemed
      to
      owe any fiduciary duty to the holders of Senior Debt of the Company and shall
      not be liable to any such holders if it shall in good faith mistakenly pay
      over
      or distribute to Holders of Securities or to the Company or to any other Person
      cash, property or securities to which any holders of Senior Debt of the Company
      shall be entitled by virtue of this Article Thirteen or otherwise. With respect
      to the holders of Senior Debt, the Trustee undertakes to perform or to observe
      only such of its covenants or obligations as are specifically set forth in
      this
      Article Thirteen and no implied covenants or obligations with respect to holders
      of Senior Debt shall be read into this Indenture against the
      Trustee.

     

    
      	Section
              1313.   	
              Rights
                of Trustee as Holder of Senior Debt of the Company; Preservation
                of
                Trustee’s Rights.

            


    

     

    The
      Trustee in its individual capacity shall be entitled to all the rights set
      forth
      in this Article Thirteen with respect to any Senior Debt of the Company which
      may at any time be held by it, to the same extent as any other holder of Senior
      Debt of the Company, and nothing in this Indenture shall deprive the Trustee
      of
      any of its rights as such holder.

    


    Nothing
      in this Article Thirteen shall apply to claims of, or payments to, the Trustee
      under or pursuant to Section 607.

     

    
      	Section
              1314.   	
              Article
                Applicable to Paying Agents.

            


    

     

    If
      at any
      time any Paying Agent other than the Trustee shall have been appointed by the
      Company and be then acting hereunder, the term “Trustee” as used in this Article
      Thirteen shall in such case (unless the context otherwise requires) be construed
      as extending to and including such Paying Agent within its meaning as fully
      for
      all intents and purposes as if such Paying Agent were named in this Article
      Thirteen in addition to or in place of the Trustee.

     

    
      	Section
              1315.   	
              Defeasance
                of This Article Thirteen.

            


    

     

    The
      subordination of the Securities provided by this Article Thirteen is expressly
      made subject to the provisions for Defeasance or Covenant Defeasance in Section
      1006 and, anything herein to the contrary notwithstanding, upon the
      effectiveness of any such Defeasance or Covenant Defeasance, the Securities
      then
      outstanding shall thereupon cease to be subordinated pursuant to this Article
      Thirteen.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        67

      

    

     

    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 as of the day and year first above written.

     

    
      	 	 
	 	
              CIGNA
                CORPORATION

               

              By:
                /s/ Renee Cieslukowski

            
	 	
              Name:
                Renee Cieslukowski

              Title:
                Assistant Treasurer

            
	 	 
	 	
              U.S.
                BANK NATIONAL ASSOCIATION

               

              By:
                /s/ Jean Clarke

            
	 	
              Name:
                Jean Clarke

              Title:
                Assistant Vice President