Common use of An Authenticating Agent Clause in Contracts

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that shall be acceptable to the Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. If an appointment with respect to one or more Series is made pursuant to this Section, the Securities of such Series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication substantially in the following form: This is one of the Securities of the Series designated as set forth in the within-mentioned Indenture that is issued under the within-mentioned Indenture. BANK ONE TRUST COMPANY, NA, as Trustee, By______________________________________ Authenticating Agent By______________________________________ Authorized Signatory ARTICLE NINE Supplemental Indentures

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such 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 that which shall be acceptable to the CompanyCompany and shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions provision 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 series is made pursuant to this Section, the Securities of such Series series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate alternative certificate of authentication substantially in the following form: This is one of the Securities of the Series designated as set forth referred to in the within-mentioned Indenture that is issued under the within-within mentioned Indenture. Dated: U.S. BANK ONE TRUST COMPANY, NA, as Trustee, NATIONAL ASSOCIATION As Trustee By: ________________________________________ As Authenticating Agent By: ________________________________________ Authorized Signatory ARTICLE NINE Supplemental IndenturesOfficer

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such 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 that which shall be acceptable to the CompanyCompany and shall give notice of such appointment in the manner provided in Section 1.06 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to the Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more Series series is made pursuant to this Section, the Securities of such Series series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate alternative certificate of authentication substantially in the following form: This is one of the Securities of the Series series designated as set forth therein referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. BANK ONE TRUST COMPANYDated: ---------------------------- --------------------------- , NA, as Trustee, As Trustee By______________________________________ : ---------------------------- As Authenticating Agent By______________________________________ Authorized Signatory ARTICLE NINE Supplemental Indentures: ---------------------------- As Authenticating Signatory

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such 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 that which shall be acceptable to the CompanyCompany and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The 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 series is made pursuant to this Section, the Securities of such Series series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate alternative certificate of authentication substantially in the following form: This is one of the Securities of the Series series designated as set forth therein referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. BANK ONE TRUST COMPANY, NA, as Trustee, By______________________________________ , As Trustee By___________________________________, As Authenticating Agent By______________________________________ , Authorized Signatory ARTICLE NINE Supplemental IndenturesOfficer

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such 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 that Agent, which shall be acceptable to the CompanyCompany and shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions provision 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 series is made pursuant to this Section, the Securities of such Series series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate alternative certificate of authentication substantially in the following form: This is one of the Securities of the Series series designated as set forth therein referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. BANK ONE TRUST COMPANY, NA, as Trustee, ByDated: _________________ THE CHASE MANHATTAN BANK, as Trustee By: ______________________ As Authenticating Agent Name: Title: By__________________: ____________________ Authorized Signatory ARTICLE NINE Supplemental IndenturesName: Title:

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such 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 that 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. 112 The provisions of Sections 3.08, 6.04 and 6.05 shall be applicable to each Authenticating Agent. If an appointment with respect to one or more Series is the Securities shall be made pursuant to this Section, the such Securities of such Series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication substantially in the following form: This is one of the Securities of the Series designated as set forth referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. THE BANK ONE TRUST COMPANY, NAOF NEW YORK, as Trustee, ByTrustee By ______________________________________ , as Authenticating Agent By_________________By _____________________ Authorized Signatory ARTICLE NINE Supplemental IndenturesOfficer

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such 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 that Agent, which shall be acceptable to the CompanyCompany and shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions provision of this Section. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payment, subject to the provisions of Section 6.7. If an appointment with respect to one or more Series series is made pursuant to this Section, the Securities of such Series series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate alternative certificate of authentication substantially in the following form: This is one of the Securities of the Series designated as set forth referred to in the within-mentioned Indenture that is issued under the within-within mentioned Indenture. BANK ONE Dated:____________________________ BANKERS TRUST COMPANY, NA, as Trustee, Trustee By__:____________________________________ As Authenticating Agent Name: Title: By__:____________________________________ Authorized Signatory ARTICLE NINE Supplemental IndenturesOfficer Name: Title:

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.12, the Trustee may appoint a successor Authenticating Agent that which shall be acceptable subject to acceptance by 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 SectionSection 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an appointment Authenticating Agent is appointed with respect to one or more Series is made the Securities pursuant to this SectionSection 6.12, the Securities of such Series may have endorsed thereon, in addition to or in lieu of the Trustee's certificate certification of authentication, an alternate alternative certificate of authentication substantially in the following form: This is one of the Securities of the Series designated as set forth referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. BANK ONE TRUST COMPANY, NA, N.A. as Trustee, Trustee By: ___________________________________________ as Authenticating Agent By: ___________________________________________ Authorized Signatory ARTICLE NINE Supplemental IndenturesSignatory

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such 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 that which shall be acceptable to the CompanyCompany and shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions provision 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 series is made pursuant to this Section, the Securities of such Series series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate alternative certificate of authentication substantially in the following form: This is one of the Securities of the Series designated as set forth referred to in the within-mentioned Indenture that is issued under the within-within mentioned Indenture. BANK ONE TRUST COMPANY, NA, as Trustee, ByDated:_____________ ______________________________________ Authenticating Agent , As Trustee By: ________________________ As Authenticating Agent By: ________________________ Authorized Signatory ARTICLE NINE Supplemental IndenturesOfficer

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.12, the Trustee may appoint a successor Authenticating Agent that which shall be acceptable subject to acceptance by 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 SectionSection 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an appointment Authenticating Agent is appointed with respect to one or more Series is made the Securities pursuant to this SectionSection 6.12, the Securities of such Series may have endorsed thereon, in addition to or in lieu of the Trustee's certificate certification of authentication, an alternate alternative certificate of authentication substantially in the following form: This is one of the Securities of the Series designated as set forth referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. STATE STREET BANK ONE AND TRUST COMPANYCOMPANY OF CALIFORNIA, NAN.A., as Trustee, Trustee By____: __________________________________ As Authenticating Agent By____: __________________________________ Authorized Signatory ARTICLE NINE Supplemental IndenturesSignatory

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such 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 that which shall be acceptable to the CompanyCompany and shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.7. If an appointment with respect to one or more Series series is made pursuant to this SectionSection 6.12, the Securities of such Series series may have endorsed thereon, in addition to lieu of the Trustee's certificate of authentication, an alternate alternative certificate of authentication substantially in the following form: This is one of the Securities of the Series series designated as set forth therein referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. BANK ONE TRUST COMPANY, NAU.S. Bank National Association, as Trustee, Trustee By____: __________________________________ as Authenticating Agent By____: __________________________________ Authorized Signatory ARTICLE NINE Supplemental IndenturesOfficer

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that 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 Subordinated Indenture and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. If an appointment with respect to one or more Series series is made pursuant to this Section, the Securities of such Series series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication substantially in the following form: This is one of the Securities of the Series series designated as set forth therein referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. BANK ONE TRUST COMPANY, NA, as Trustee, By_________by _____________________________ As Authenticating Agent By_________by _____________________________ Authorized Signatory Officer ARTICLE NINE Supplemental Indentures

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such 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 that which shall be acceptable to the CompanyCompany and shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of the Debentures. 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 provision of this Section. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.7. If an appointment with respect to one or more Series is made pursuant to this Section, the Securities of such Series Debentures may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate alternative certificate of authentication substantially in the following form: This is one of the Securities of the Series designated as set forth Debentures referred to in the within-within mentioned Indenture that is issued under the within-mentioned Indentureindenture. BANK ONE TRUST COMPANY, NA, as Trustee, By______________________________________ Authenticating Agent By______________________________________ As Trustee By:_____________________________ As Authenticating Agent By:_____________________________ Authorized Signatory ARTICLE NINE Supplemental IndenturesOfficer

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.12, the Trustee may appoint a successor Authenticating Agent that which shall be acceptable subject to acceptance by 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 SectionSection 6.12. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12. If an appointment Authenticating Agent is appointed with respect to one or more Series is made the Securities pursuant to this SectionSection 6.12, the Securities of such Series may have endorsed thereon, in addition to or in lieu of the Trustee's certificate certification of authentication, an alternate alternative certificate of authentication substantially in the following form: This is one of the Securities of the Series designated as set forth referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. BANK ONE TRUST COMPANY, NA, as Trustee, By[______________________________________ Authenticating Agent ], as Trustee By: __________________________________ As Authenticating Agent By: __________________________________ Authorized Signatory ARTICLE NINE Supplemental IndenturesSignatory

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such 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 that which shall be acceptable to the CompanyCompany and shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions provision 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 series is made pursuant to this Section, the Securities of such Series series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate alternative certificate of authentication substantially in the following form: This is one of the Securities of the Series designated as set forth referred to in the within-mentioned Indenture that is issued under the within-within mentioned Indenture. BANK ONE TRUST COMPANY, NA, as Trustee, Dated: Bankers Trust Company As Trustee By_____: _________________________________ As Authenticating Agent By_____: _________________________________ Authorized Signatory ARTICLE NINE Supplemental IndenturesOfficer

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that which shall be acceptable to the Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. If an appointment with respect to one or more Series series is made pursuant to this Section, the Securities of such Series series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication substantially in the following form: "This is one of the Securities of the Series series designated as set forth therein referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. BANK ONE TRUST COMPANY, NA, as Trustee, By______________________________________ , as Trustee, by: as Authenticating Agent By______________________________________ by: Authorized Signatory ARTICLE NINE Supplemental IndenturesSignatory"

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such 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 that which shall be acceptable to the CompanyCompany and shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.7. If an appointment with respect to one or more Series series is made pursuant to this Section, the Securities of such Series series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate alternative certificate of authentication substantially in the following form: This is one of the Securities of the Series designated as set forth in the within-mentioned Indenture that is issued under the within-mentioned Indenture. BANK ONE TRUST COMPANY, NA, as Trustee, By______________________________________ Authenticating Agent , As Trustee By:_________________________, As Authenticating Agent By:_________________________ Authorized Signatory ARTICLE NINE Supplemental IndenturesOfficer

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such 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 that which shall be acceptable to the CompanyCompany and shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions provision 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 series is made pursuant to this Section, the Securities of such Series series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate alternative certificate of authentication substantially in the following form: This is one of the Securities of the Series designated as set forth referred to in the within-mentioned Indenture that is issued under the within-within mentioned Indenture. BANK ONE TRUST COMPANYDated: The Bank of New York, NA, as Trustee, As Trustee By___________:___________________________ As Authenticating Agent By___________:___________________________ Authorized Signatory ARTICLE NINE Supplemental IndenturesOfficer

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such 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 that which shall be acceptable to the CompanyCompany and shall give notice of such appointment in the manner provided in Section 1.06 to all Holders of Securities. 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 either series may have endorsed thereon, in addition to lieu of the Trustee's certificate of authentication, an alternate alternative certificate of authentication substantially in the following form: This is one of the Securities of the Series series designated as set forth therein referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. BANK ONE TRUST COMPANYThe Bank of New York, NAAs Trustee By.................................................., as Trustee, By______________________________________ As Authenticating Agent By______________________________________ Authorized Signatory ARTICLE NINE Supplemental IndenturesAgent

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such 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 that which shall be acceptable to the CompanyCompany and shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.7. If an appointment with respect to one or more Series series is made pursuant to this SectionSection 6.12, the Securities of such Series series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate alternative certificate of authentication substantially in the following form: This is one of the Securities of the Series series designated as set forth therein referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. BANK ONE TRUST COMPANY, NA, as Trustee, By[____________________], as Trustee By:_______________________ As Authenticating Agent By_______________:_______________________ Authorized Signatory ARTICLE NINE Supplemental IndenturesOfficer

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that which shall be acceptable to the Company. Any successor Authenticating Agent Agent, upon acceptance of its appointment hereunder hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. If an appointment with respect to one or more Series series is made pursuant to this Section, the Securities of such Series series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication substantially in the following form: This is one of the Securities of the Series series designated as set forth therein referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. BANK ONE TRUST COMPANY, NA[ ], as Trustee, By___________by___________________________ As Authenticating Agent By__________by____________________________ Authorized Signatory Officer ARTICLE NINE Supplemental Indentures

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such 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 that which shall be acceptable to the CompanyCompany and shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions provision 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 series is made pursuant to this Section, the Securities of such Series series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate alternative certificate of authentication substantially in the following form: This is one of the Securities of the Series designated as set forth referred to in the within-mentioned Indenture that is issued under the within-within mentioned Indenture. BANK ONE TRUST COMPANY, NA, as Trustee, By_________Dated: _____________________________ Authenticating Agent As Trustee By:__________________________ As Authenticating Agent By:__________________________ Authorized Signatory Officer ARTICLE NINE Supplemental IndenturesVII HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such 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 that which shall be acceptable to the CompanyCompany and shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.7. If an appointment with respect to one or more Series series is made pursuant to this SectionSection 6.12, the Securities of such Series series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate alternative certificate of authentication substantially in the following form: This is one of the Securities of the Series series designated as set forth therein referred to in the within-mentioned Indenture that is issued under the within-mentioned Indenture. BANK ONE TRUST COMPANY, NA, as Trustee, By[______________________________________ ], as Trustee By: ---------------------------- As Authenticating Agent By______________________________________ : ---------------------------- Authorized Signatory ARTICLE NINE Supplemental IndenturesOfficer

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this SectionSection 6.14, the Trustee may appoint a successor Authenticating Agent that which shall be acceptable to the CompanyCompany and shall give notice to the Holders of Subordinated Debt Securities in the manner and to the extent provided in Section 1.06. 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 SectionSection 6.14. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.14. If an appointment with respect to one or more Series series is made pursuant to this Section, the Subordinated Debt Securities of such Series series may have endorsed thereon, in addition to lieu of the Trustee's certificate of authentication, an alternate certificate of authentication substantially in the following form: This is one of the Subordinated Debt Securities of the Series designated as set forth referred to in the within-mentioned Indenture that is issued under the within-mentioned Subordinated Debt Securities Indenture. THE BANK ONE TRUST COMPANYOF NEW YORK as Trustee By: , NA, ------------------------------------ as Trustee, By______________________________________ Authenticating Agent By______________________________________ : ------------------------------------ Authorized Signatory ARTICLE NINE Supplemental IndenturesSignatory

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such 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 that which shall be acceptable to the CompanyCompany and shall give notice to the Holders of Capital Securities in the manner and to the extent provided in Section 1.06. 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 6.14. If an appointment with respect to one or more Series series is made pursuant to this Section, the Capital Securities of such Series series may have endorsed thereon, in addition to lieu of the Trustee's certificate of authentication, an alternate certificate of authentication substantially in the following form: This is one of the Capital Securities of the Series designated as set forth referred to in the within-mentioned Indenture that is issued under the within-mentioned Capital Securities Indenture. THE BANK ONE TRUST COMPANYOF NEW YORK as Trustee By: , NA, --------------------------------- as Trustee, By______________________________________ Authenticating Agent By______________________________________ : --------------------------------- Authorized Signatory ARTICLE NINE Supplemental IndenturesSignatory

An Authenticating Agent. may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such 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 that Agent, which shall be acceptable to the CompanyCompany and shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions provision of this Section. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payment, subject to the provisions of Section 6.7. If an appointment with respect to one or more Series series is made pursuant to this Section, the Securities of such Series series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate alternative certificate of authentication substantially in the following form: This is one of the Securities of the Series designated as set forth referred to in the within-mentioned Indenture that is issued under the within-within mentioned Indenture. BANK ONE TRUST COMPANY, NA, as Trustee, By___________________Dated:___________________ Authenticating Agent BANKERS TRUST COMPANY, as Trustee By: _____________________________________________ Authorized Signatory ARTICLE NINE Supplemental IndenturesOfficer _____________________________________________ as Authenticating Agent By: _____________________________________________ Authorized Officer Name: Title: