Common use of Global Debenture Clause in Contracts

Global Debenture. (i) If distributed to holders of Capital Securities in connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee. (ii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary or its nominee. (iii) Except under the limited circumstances described in the next paragraph, Debentures represented by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In the event that (i) DTC notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures or if at any time DTC ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days of such notification or of the Company becoming aware of DTC's ceasing to be so registered, as the case may be, (ii) the Company, in its sole discretion, executes and delivers to the Trustee a Company Order to the effect that such Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, the Company shall prepare and deliver certificates for the Debentures in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names as the Depositary shall direct.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositaryDepository, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) Depository for crediting to the accounts of its participants pursuant to the instructions of the Regular TrusteesAdministrative Trustee. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depository; and (ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nomineenominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled. (iiib) Except under Unless and until it is exchanged for the limited circumstances described Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the next paragraphDepository, Debentures represented or to a successor Depository selected or approved by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formCompany or to a nominee of such successor Depository. (ivc) In If at any time the event that (i) DTC Depository notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures Depository or if at any time DTC ceases to the Depository for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series is not appointed by the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the Company will execute, and, subject to Article Three of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee a principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company Order may at any time determine that the Debentures shall no longer be represented by the Global Debenture. In such event the Company will execute, and subject to Section 303 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the effect that principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to cancelled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the Persons in whose names such Debentures are so registered.

Global Debenture. For purposes of the Debentures only, Section 205 of the Indenture is hereby amended to read in its entirety as provided in this Section 2.4: (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Depositary or its nomineenominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. (iiib) Except under Unless and until it is exchanged for the limited circumstances described Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the next paragraphDepositary, Debentures represented or to a successor Depositary selected or approved by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formCompany or to a nominee of such successor Depositary. (ivc) In If at any time the event that (i) DTC Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures or if at any time DTC ceases that the Depositary for such series is required to be a clearing agency registered as under the Securities Exchange Act of 1934, such Depositary shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and the Company does not appoint a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the Company will execute, and, subject to Article III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company Order will execute, and subject to Section 301 of the Indenture, the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the effect that principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to cancelled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary shall directfor delivery to the Persons in whose names such Securities are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Debt Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Debt Trustee to or upon the order of the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Debt Trustee for authentication and delivery in accordance with the Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depositary; and (ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Debt Trustee by the Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee. nominee (iii"Non Book-Entry Preferred Securities") Except under will be deemed to represent beneficial interests in Debentures presented to the limited circumstances described Debt Trustee by the Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the next paragraph, Debentures represented by name of the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In holder of the event that (i) DTC notifies Preferred Security Certificate or the Company that it is unwilling or unable to continue as a Depositary for transferee of the Global Debentures or if at any time DTC ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days holder of such notification or of the Company becoming aware of DTC's ceasing to be so registeredPreferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Debt Trustee for authentication and delivery in accordance with the Indenture. Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Debt Trustee will be deemed to have been cancelled. (iib) the CompanyA Global Debenture may be transferred, in its sole discretionwhole but not in part, executes and delivers only to another nominee of the Trustee Depositary, or to a Company Order to the effect that such Global Debenture shall be so exchangeable successor Depositary selected or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, approved by the Company shall prepare and deliver certificates for the Debentures in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant or to the preceding sentence shall be exchangeable for Debentures registered in a nominee of such names as the Depositary shall directsuccessor Depositary.

Global Debenture. (i) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee.: (iia) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Trustee in exchange for a global Debenture debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding the Debentures (a "Global Debenture")so presented, to be registered in the name of The Depository Trust Company ("DTC"), as the Depositaryinitial Clearing Agency for the Debentures, or its nomineethe nominee of DTC, and delivered by the Trustee to the Depositary (or its custodian) DTC for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company Company, upon any such presentation presentation, shall execute a Global Debenture global debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture global debenture will be made in immediately available funds to DTC (or a successor Clearing Agency); and (b) If any Preferred Securities are held in certificated form (i.e., not in book entry form), Debentures in certificated form may be presented to the Depositary Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities (other than Preferred Securities held by DTC (or a successor Clearing Agency) or its nominee. ) (iii"Non Book-Entry Preferred Securities") Except under will be deemed to represent beneficial interests in Debentures in certificated form presented to the limited circumstances described Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate stated liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Registrar for transfer or reissuance, at which time such Preferred Security Certificates will be canceled and a Debenture in certificated form, registered in the next paragraph, Debentures represented by name of the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In the event that (i) DTC notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures or if at any time DTC ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days holder of such notification Preferred Security Certificate or the transferee of the Company becoming aware holder of DTC's ceasing to be so registeredsuch Preferred Security Certificate, as the case may be, (ii) with an aggregate principal amount equal to the Companyaggregate stated liquidation amount of the Preferred Security Certificate canceled, in its sole discretion, executes will be executed by the Company and delivers delivered to the Trustee a Company Order for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Upon issuance of such Debentures, Debentures in certificated form with an equivalent aggregate principal amount that were presented by the Property Trustee to the effect that such Global Debenture shall Trustee will be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect deemed to the Debentures, the Company shall prepare and deliver certificates for the Debentures in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names as the Depositary shall directhave been canceled.

Global Debenture. (ia) If distributed to holders of Capital Securities in The Depository Trust Company shall serve as the initial Depository for the Global Debenture. (b) In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositaryDepository, or its nominee, and delivered by the Property Trustee to the Depositary (Depository or pursuant to its custodian) instructions for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture. The Trustee, upon receipt of such Global Debenture, together with an Officer's Certificate and a Company Order requesting authentication, will authenticate such Global Debenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depository; and (ii) if any Capital Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Capital Security Certificate which represents Capital Securities other than Capital Securities held by the Depository or its nomineenominee ("Non Book-Entry Capital Securities") will be deemed to represent beneficial interests in the Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Capital Securities until such Capital Security Certificates are presented to the Property Trustee for transfer or reissuance at which time such Capital Security Certificates will be cancelled and a Debenture, registered in the name of the Holder of the Capital Security Certificate or the transferee of the Holder of such Capital Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Capital Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture to such Holder. The Trustee, upon receipt of such Debenture together with an Officer's Certificate and a Company Order requesting authentication, shall authenticate such Debenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled. (iiic) Except under Unless and until it is exchanged for the limited circumstances described in the next paragraph, Debentures represented by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive registered form, a Global Debenture may be transferred, in whole but not in part, only to the Depository, another nominee of the Depository, or to a successor Depository selected or approved by the Company or to a nominee of such successor Depository. (ivd) In the event that If (i) DTC at any time the Depository for Global Debenture notifies the Company that it is unwilling or unable to continue as a Depositary Depository for the such Global Debentures Debenture or if at any time DTC ceases to the Depository for such Global Debenture shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934, as amendedor other applicable statute or regulation, and a successor Depository for such Global Debenture is not appointed by the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, or (ii) the Company, Company determines in its sole discretion, executes discretion that the Debentures shall no longer be represented by one or more Global Debenture and delivers to the Trustee a an Officer's Certificate evidencing such determination, then the Company Order will execute and the Trustee, upon receipt of an Officer's Certificate evidencing any such determination by the Company, will authenticate and deliver Debentures of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the effect that principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to canceled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence this Section shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution ---------------- Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Convertible Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Convertible Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Convertible Debentures (a "Global Debenture"), to be registered in the name of the DepositaryClearing Agency, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company Company, upon any such presentation presentation, shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Base Indenture. Payments on the Convertible Debentures issued as a Global Debenture will be made to the Depositary Clearing Agency; and (ii) any Convertible Preferred Security Certificate which represents Trust Convertible Preferred Securities other than Trust Convertible Preferred Securities held by the Clearing Agency or its nominee. nominee (iii"Non Book-Entry Convertible Preferred Securities") Except under will be deemed to represent beneficial ownership interests in Convertible Debentures having an aggregate principal amount equal to the limited circumstances described aggregate liquidation amount of, with an interest rate identical to the distribution rate of, and accrued and unpaid interest (including Compounded Interest) equal to accumulated and unpaid distribution on the Non Book-Entry Convertible Preferred Securities until such Convertible Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Convertible Preferred Security Certificates will be cancelled and a Convertible Debenture, registered in the next paragraph, Debentures represented by name of the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In Holder of the event that (i) DTC notifies Convertible Preferred Security Certificate or the Company that it is unwilling or unable to continue as a Depositary for transferee of the Global Debentures or if at any time DTC ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days Holder of such notification or of the Company becoming aware of DTC's ceasing to be so registeredConvertible Preferred Security Certificate, as the case may be, (ii) with an aggregate principal amount equal to the Companyaggregate liquidation amount of the Convertible Preferred Security Certificate cancelled, in its sole discretion, executes will be executed by the Company and delivers delivered to the Trustee a Company Order for authentication and delivery in accordance with the Base Indenture. On issue of such Convertible Debentures, Convertible Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the effect that such Trustee will be deemed to have been cancelled. (b) A Global Debenture shall may be so exchangeable transferred, in whole but not in part, only to another nominee of the Clearing Agency, or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, a successor Clearing Agency selected or approved by the Company shall prepare and deliver certificates for the Debentures in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant or to the preceding sentence shall be exchangeable for Debentures registered in a nominee of such names as the Depositary shall directsuccessor Clearing Agency.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this [ ] Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depositary; and (ii) if any Preferred Securities are held in non- book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nomineenominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this [ ] Supplemental Indenture. Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled. (iiib) Except under A Global Debenture may be transferred, in whole but not in part, only to another nominee of the limited circumstances described in the next paragraphDepositary, Debentures represented or to a successor Depositary selected or approved by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formCompany or to a nominee of such successor Depositary. (ivc) In If at any time the event that (i) DTC Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures or if at any time DTC ceases to the Depositary for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and the Company does not appoint a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the Company will execute, and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and make available for delivery the Debentures in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company Order will execute, and subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the effect that principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to cancelled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary shall directfor delivery to the Persons in whose names such Securities are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depositary; and (ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nomineenominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled. (iiib) Except under A Global Debenture may be transferred, in whole but not in part, only to another nominee of the limited circumstances described in the next paragraphDepositary, Debentures represented or to a successor Depositary selected or approved by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formCompany or to a nominee of such successor Depositary. (ivc) In If at any time the event that (i) DTC Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures or if at any time DTC ceases to the Depositary for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and the Company does not appoint a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the Company will execute, and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and make available for delivery the Debentures in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company Order will execute, and subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the effect that principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to cancelled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary shall directfor delivery to the Persons in whose names such Securities are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositaryClearing Agency, or its nominee, and delivered by the Institutional Trustee to the Depositary (or its custodian) Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Clearing Agency; and (ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nomineenominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in the Debentures presented to the Trustee by the Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture to such holder. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled. (iiib) Except under Unless and until it is exchanged for the limited circumstances described Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the next paragraphClearing Agency, Debentures represented or to a successor Clearing Agency selected or approved by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formCompany or to a nominee of such successor Clearing Agency. (ivc) In If at any time the event that (i) DTC Clearing Agency notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures Clearing Agency or if at any time DTC ceases to the Clearing Agency for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Clearing Agency for such series is not appointed by the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the Company will execute, and, subject to Article III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee a principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company Order may at any time determine that the Debentures shall no longer be represented by Global Debenture. In such event the Company will execute, and subject to Section 3.3 of the Base Indenture, the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the effect that principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to cancelled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in whose names such Securities are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depositary; and (ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee. nominee (iii"Non Book-Entry Preferred Securities") Except under will be deemed to represent beneficial interests in Debentures presented to the limited circumstances described Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the next paragraph, Debentures represented by name of the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In holder of the event that (i) DTC notifies Preferred Security Certificate or the Company that it is unwilling or unable to continue as a Depositary for transferee of the Global Debentures or if at any time DTC ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days holder of such notification or of the Company becoming aware of DTC's ceasing to be so registeredPreferred Security Certificate, as the case may be, (ii) with an aggregate principal amount equal to the Companyaggregate liquidation amount of the Preferred Security Certificate cancelled, in its sole discretion, executes will be executed by the Company and delivers delivered to the Trustee a Company Order for authentication and delivery in accordance with the Indenture. Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the effect that such Trustee will be deemed to have been cancelled. (b) A Global Debenture shall may be so exchangeable transferred, in whole but not in part, only to another nominee of the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, a successor Depositary selected or approved by the Company shall prepare and deliver certificates for the Debentures in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant or to the preceding sentence shall be exchangeable for Debentures registered in a nominee of such names as the Depositary shall directsuccessor Depositary.

Global Debenture. (a) If the Company shall establish pursuant to Section 2.01 that the Debentures of a particular series are to be issued as one or more Global Debentures, then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, one or more Global Debentures which (i) If distributed shall represent, and shall be denominated in an aggregate amount equal to holders the aggregate principal amount of, all of Capital Securities in connection with a Dissolution Eventthe Outstanding Debentures of such series, the Debentures will (ii) shall be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee. , (iiiii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.11 of the Regular Trustees. The Company upon any such presentation shall execute a Global Indenture, this Debenture may be transferred, in such aggregate principal amount and deliver the same whole but not in part, only to the Trustee for authentication and delivery in accordance with the Indenture. Payments on the Debentures issued as a Global Debenture will be made to another nominee of the Depositary or its nomineeto a successor Depositary or to a nominee of such successor Depositary." (b) Notwithstanding the provisions of Section 2.05, the Global Debenture of a series may be transferred, in whole but not in part and in the manner provided in Section 2.05, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. (iiic) Except under If at any time the limited circumstances described in the next paragraph, Depositary for a series of Debentures represented by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In the event that (i) DTC notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures such series or if at any time DTC ceases to the Depositary for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934Act, as amended, or other applicable statute or regulation and the Company does not appoint a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) this Section 2.11 shall no longer be applicable to the Debentures of such series and the Company will execute, and subject to Section 2.05, the Trustee will authenticate and make available for delivery Debentures of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debentures of such series in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures of any series shall no longer be represented by one or more Global Debentures and that the provisions of this Section 2.11 shall no longer apply to the Debentures of such series. In such event the Company will execute and subject to Section 2.05, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee a Company Order to principal amount of the effect that Global Debentures of such Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, the Company shall prepare and deliver certificates for the Debentures series in exchange for beneficial interests in such Global Debentures. Upon the exchange of the Global DebentureDebentures for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debentures shall be canceled by the Trustee. Any Such Debentures in definitive registered form issued in exchange for the Global Debenture that is exchangeable Debentures pursuant to the preceding sentence this Section 2.11(c) shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depositary shall directfor delivery to the persons in whose names such Debentures are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee.: (iii) Upon the occurrence if any Preferred Securities are held in book-entry form ("Book-Entry Preferred Securities"), a Like Amount of a Dissolution Event, the Definitive Debentures in certificated form shall be presented to the Trustee (if an arrangement with the Depositary has been maintained) by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding one or more Global Debentures (a "Global Debenture"as may be required pursuant to Section 2.06), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative Trustees. The ; the Company upon any such presentation shall execute a one or more Global Debenture Debentures in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the this Indenture. Payments ; and payments on the Debentures issued as a Global Debenture will be made to the Depositary Depositary; and (ii) if any Preferred Securities are held in certificated form, the related Definitive Debentures may be presented to the Trustee, by the Property Trustee and any Preferred Security certificates which represent Preferred Securities other than Book-Entry Preferred Securities ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security certificates are presented to the Debenture registrar for the Debentures for transfer or its nomineereissuance, at which time such Preferred Security certificates will be canceled, and a Debenture in a Like Amount, registered in the name of the holder of the Preferred Security certificate or the transferee of the holder of such Preferred Security certificate, as the case may be, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with this Indenture; and upon the issuance of such Debentures, Preferred Security certificates with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be canceled. (iiib) Except under The Global Debentures shall respectively represent the limited circumstances described aggregate amount of outstanding Debentures of a series from time to time endorsed thereon; provided, however, that the aggregate principal amount of outstanding Debentures represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and prepayments. Any endorsement of a Global Debenture to reflect the amount of any increase or decrease in the next paragraph, aggregate principal amount of outstanding Debentures of a series represented thereby shall be made by the Global Debenture will not be exchangeable forTrustee, and will not otherwise be issuable as, Debentures in definitive formaccordance with instructions given by the Company as required by this Section 2.04. (ivc) In The Global Debentures may be transferred, in whole but not in part, only to the event that Depositary, to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (id) DTC If at any time the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for or the Global Debentures or if at any time DTC ceases Depositary has ceased to be a clearing agency registered as such under the Securities Exchange Act of 1934Act, as amendedand, and the Company does not appoint in each case, a successor Depositary is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the CompanyCompany will execute, and the Trustee, upon receipt of a Company Order, will authenticate and make available for delivery the Definitive Debentures, in its sole discretionauthorized denominations, executes and delivers in an aggregate principal amount equal to the Trustee principal amount of the Global Debenture, in exchange for such Global Debenture. If there is a Default or an Event of Default, the Depositary shall have the right to exchange the Global Debentures for Definitive Debentures. In addition, the Company may at any time determine that the Debentures of a series shall no longer be represented by a Global Debenture. In the event of such an Event of Default or such a determination, the Company shall execute, and subject to Section 2.06, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company and a Company Order Order, will authenticate and make available for delivery the Definitive Debentures, in authorized denominations, and in an aggregate principal amount equal to the effect that principal amount of the Global Debenture, in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Definitive Debentures, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to canceled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Definitive Debentures issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Definitive Debentures to the Depositary shall directfor delivery to the Persons in whose names such Definitive Debentures are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, (i) if any Preferred Securities are held in book-entry form, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee. (ii) Upon the occurrence of a Dissolution Event, the related Debentures in certificated form shall be presented to the Trustee (if an arrangement with the Depositary has been maintained) by the Property Trustee in exchange for a one or more global Debenture Debentures in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative Trustees. The Company upon any such presentation shall execute a one or more Global Debenture Debentures in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this [__] Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (ii) if any Preferred Securities are held in non book-entry certificated form, the related Debentures in certificated form may be presented to the Trustee by the Property Trustee and any certificate which represents Preferred Securities other than Preferred Securities in book-entry form held by the Depositary or its nomineenominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security certificates are presented to the Security Registrar for transfer or reissuance, at which time such Preferred Security certificates will be canceled and a Debenture, registered in the name of the holder of the Preferred Security certificate or the transferee of the holder of such Preferred Security certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this [__] Supplemental Indenture. Upon issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. (iiib) Except under A Global Debenture shall represent the limited circumstances described aggregate amount of outstanding Debentures from time to time endorsed thereon; provided, that the aggregate amount of 5 outstanding Debentures represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges or redemptions. Any endorsement of a Global Debenture to reflect the amount of any increase or decrease in the next paragraph, amount of outstanding Debentures represented thereby shall be made by the Global Debenture will not be exchangeable forTrustee, and will not otherwise be issuable as, Debentures in definitive formaccordance with instructions given by the Company as required by this Section 2.4. (ivc) In A Global Debenture may be transferred, in whole but not in part, only to another nominee of the event that Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (d) If (i) DTC at any time the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures or if at any time DTC ceases to the Depositary for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934Act, as amendedor other applicable statute or regulation, and the Company does not appoint a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the Company at any time determines that the Debentures shall no longer be solely represented by a Global Debenture or (iii) there shall have occurred an Event of Default, then the Company shall execute, and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, shall authenticate and deliver the Debentures in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee principal amount of the Global Debenture, in exchange for such Global Debenture. In such event the Company shall execute, and, subject to Section 2.6 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company and a Company Order Order, shall authenticate and make available for delivery the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the effect that principal amount of the Global Debenture, in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to canceled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary shall directfor delivery to the Persons in whose names such Securities are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositaryClearing Agency, or its nominee, and delivered by the Property Trustee to the Depositary (or its custodian) Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Clearing Agency; and (ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nomineenominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in the Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture to such holder. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled. (iiib) Except under Unless and until it is exchanged for the limited circumstances described Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the next paragraphClearing Agency, Debentures represented or to a successor Clearing Agency selected or approved by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formCompany or to a nominee of such successor Clearing Agency. (ivc) In If at any time the event that (i) DTC Clearing Agency notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures Clearing Agency or if at any time DTC ceases to the Clearing Agency for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Clearing Agency for such series is not appointed by the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the Company will execute, and, subject to Article III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company Order will execute, and subject to Section 3.3 of the Base Indenture, the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the effect that principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to cancelled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in whose names such Securities are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Depositary or its nomineenominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security registrar for transfer or reissuance, at which time such Preferred Security Certificates will be canceled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been canceled. (iiib) Except under the limited circumstances described A Global Debenture may be transferred, in the next paragraphwhole but not in part, Debentures represented only by the Global Debenture will not be exchangeable forDepositary to another nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, and will not otherwise be issuable as, Debentures in definitive formor to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (ivc) In If at any time the event that (i) DTC Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures or if at any time DTC ceases to the Depositary for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and the Company does not appoint a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the Company shall execute, and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, shall authenticate and deliver the Debentures in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company Order shall execute, and, subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, shall authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the effect that principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to canceled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary shall directfor delivery to the Persons in whose names such Securities are so registered.

Global Debenture. (a) In connection with a distribution of the Debentures to the holders of the Trust Securities pursuant to the Declaration: (i) If distributed to holders of Capital Securities in connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee. (ii) Upon the occurrence of a Dissolution Event, the The Debentures in certificated form shall may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Outstanding Debentures of such series (a "Global Debenture"), to be registered in the name of the DepositaryDepository, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) Depository for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company Issuer upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary or its nomineeDepository. (iiiii) Except under If any Preferred Securities are held in non book-entry certificated form, the limited circumstances described Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Depository or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled and a Debenture, registered in the next paragraphname of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceled, will be executed by the Issuer and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures represented with an equivalent aggregate principal amount that were presented by the Global Debenture Property Trustee to the Trustee will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formdeemed to have been canceled. (ivb) In Unless and until it is exchanged for Debentures in registered certificated form, a Global Debenture may be transferred, in whole but not in part, only by the event that Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository selected or approved by the Issuer or a nominee of such successor Depository. (ic) DTC If at any time the Depository for the Debentures notifies the Company Issuer that it is unwilling or unable to continue as a Depositary Depository for the Global Debentures or if at any time DTC ceases to the Depository for the Debentures shall no longer be registered or in good standing as a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at a time at which the Depository is required to be so registered to act as Depository for the Debentures, and the Company does not appoint a successor Depositary Depository for such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the CompanyIssuer will execute, and, subject to Article 3 of the Indenture, the Trustee, upon written notice from the Issuer, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Issuer, in its sole discretion, executes may at any time determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Issuer will execute, and delivers subject to Article 3 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Issuer, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Trustee a Company Order to principal amount of the effect that Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to canceled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee in writing. The Trustee shall deliver such registered certificated Debentures in definitive form in exchange for the Global Debenture to the Depository for delivery to the Persons in whose names such Debentures are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee.following provisions apply: (iii) Upon the occurrence of a Dissolution Event, the The Debentures in certificated form shall may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), ) to be registered in the name of the DepositaryClearing Agency, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Regular TrusteesCompany, following which the Clearing Agency will act as depositary for the Debentures. The Company Company, upon any such presentation presentation, shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the this Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Clearing Agency. (ii) If any Trust Preferred Securities are held in non book-entry certificated form, the Debentures may be presented to the Trustee by the Property Trustee and any Trust Preferred Securities Certificate that represents Trust Preferred Securities other than Trust Preferred Securities held by the Depositary or its nomineenominee ("Non Book-Entry Trust Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Trust Preferred Securities until such Non Book-Entry Trust Preferred Securities are presented to the Registrar for transfer or reissuance at which time such Non Book-Entry Trust Preferred Securities will be canceled and a Debenture, registered in the name of the holder of the Non Book-Entry Trust Preferred Securities or the transferee of the holder of such Non Book-Entry Trust Preferred Securities, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Trust Preferred Securities canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with this Indenture. (iiib) Except under as provided in (c) below, a Global Debenture may be transferred, in whole but not in part, only to a nominee of the limited circumstances described in the next paragraph, Debentures represented Clearing Agency (including any successor Clearing Agency selected or approved by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formCompany or a nominee of such successor Clearing Agency). (ivc) In If at any time the event that (i) DTC Clearing Agency notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures depositary or if at any time DTC ceases to the Clearing Agency shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934, as amendedor other applicable statute or regulation, and a successor Clearing Agency is not appointed by the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the CompanyCompany will execute, in its sole discretionand the Trustee, executes and delivers to the Trustee upon receipt of a Company Order with respect to authentication and delivery, will authenticate and deliver the Debentures in accordance with the provisions set forth in this Section 2.3(c) in definitive registered form, in authorized denominations, and in an aggregate principal amount equal to the effect principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company and a Company Order with respect to authentication and delivery, will authenticate and deliver the Debentures in accordance with the provisions set forth in this Section 2.3(c) in definitive registered form, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to canceled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee. The Trustee shall deliver such Debentures to the Clearing Agency for delivery to the Persons in whose names such Debentures are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositaryClearing Agency, or its nominee, and delivered by the Institutional Trustee to the Depositary (or its custodian) Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Clearing Agency; and (ii) if any Preferred Securities are held in non book- entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nomineenominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in the Debentures presented to the Trustee by the Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture to such holder. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled. (iiib) Except under Unless and until it is exchanged for the limited circumstances described Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the next paragraphClearing Agency, Debentures represented or to a successor Clearing Agency selected or approved by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formCompany or to a nominee of such successor Clearing Agency. (ivc) In If at any time the event that (i) DTC Clearing Agency notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures Clearing Agency or if at any time DTC ceases to the Clearing Agency for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Clearing Agency for such series is not appointed by the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the Company will execute, and, subject to Article III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee a principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company Order may at any time determine that the Debentures shall no longer be represented by Global Debenture. In such event the Company will execute, and subject to Section 3.3 of the Base Indenture, the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the effect that principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to cancelled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in whose names such Securities are so registered.

Global Debenture. (ia) If distributed the Company shall establish pursuant to holders of Capital Securities in connection with a Dissolution Event, Section 2.01 that the Debentures will of a particular series are to be issued in the form of as one or more global Global Debentures, then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and make available for delivery, one or more Global Debentures, which shall represent, and shall be denominated in an aggregate amount equal to the aggregate principal amount of, all of the Outstanding Debentures of such series, shall be registered in the name of the Depositary or its nominee. (ii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall be presented to the Trustee by the Property Trustee in exchange made available for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered delivery by the Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions Depositary's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.11 of the Regular Trustees. The Company upon any such presentation shall execute a Global Indenture, this Debenture may be transferred, in such aggregate principal amount and deliver the same whole but not in part, only to the Trustee for authentication and delivery in accordance with the Indenture. Payments on the Debentures issued as a Global Debenture will be made to another nominee of the Depositary or its nomineeto a successor Depositary or to a nominee of such successor Depositary." (b) Notwithstanding the provisions of Section 2.05, the Global Debenture of a series may be transferred, in whole but not in part and in the manner provided in Section 2.05, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. (iiic) Except under If at any time the limited circumstances described in the next paragraph, Depositary for a series of Debentures represented by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In the event that (i) DTC notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures such series or if at any time DTC ceases to the Depositary for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934Act, as amended, or other applicable statute or regulation and the Company does not appoint a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the Company, in its sole discretion, executes and delivers this Section 2.11 shall no longer be applicable to the Trustee a Debentures of such series and the Company Order will execute and, subject to the effect that such Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to the DebenturesSection 2.05, the Company shall prepare Trustee will authenticate and deliver certificates make available for the delivery Debentures of such series in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures definitive registered in such names as the Depositary shall direct.form without coupons, in

Global Debenture. (ia) If distributed to holders of Capital Securities in connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee. (ii) Upon the occurrence of a Dissolution Event, Unless and until it is exchanged for the Debentures in certificated form shall be presented to the Trustee by the Property Trustee in exchange for registered form, a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture")) may be transferred, in whole but not in part, only to be registered in the name Clearing Agency or a nominee of the DepositaryClearing Agency, or its nominee, and delivered to a successor Clearing Agency selected or approved by the Trustee Company or to the Depositary (or its custodian) for crediting to the accounts a nominee of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary or its nomineesuccessor Clearing Agency. (iiib) Except under the limited circumstances described in the next paragraph, Debentures represented by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In the event that If at any (i) DTC time the Clearing Agency notifies the Company that it is unwilling or unable to continue as a Depositary Clearing Agency for the Global Debentures or if and no successor Clearing Agency shall have been appointed within 90 days after such notification, (ii) the Clearing Agency at any time DTC ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, 1934 at any time the Clearing Agency is required to be so registered to act as amended, such Clearing Agency and the Company does not appoint a no successor Depositary Clearing Agency shall have been appointed within 90 days of such notification or of after the Company becoming aware of DTCthe Clearing Agency's ceasing to be so registered, as the case may be, (iiiii) the Company, in its sole discretion, executes and delivers to determines that the Trustee a Company Order to the effect that such Global Debenture Debentures shall be so exchangeable or (iiiiv) there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to the DebenturesDefault, the Company shall prepare will execute, and, subject to Article II of the Base Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver certificates for the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for beneficial interests in the such Global Debenture. Any Upon the exchange of the Global Debenture that is exchangeable pursuant to for such Debentures in definitive registered form without coupons, in authorized denominations, the preceding sentence Global Debenture shall be exchangeable cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for Debentures the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in whose names such Securities are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "“Global Debenture"”), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depositary; and (ii) if any Capital Securities are held in non book-entry certificated form (“Non Book-Entry Capital Securities”), the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Capital Security Certificate which represents Non Book-Entry Capital Securities will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Capital Securities until such Capital Security Certificates are presented to the Security registrar for transfer or its nomineereissuance, at which time such Non Book-Entry Capital Security Certificates will be canceled and a Debenture, registered in the name of the holder of the Capital Security Certificate or the transferee of the holder of such Capital Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Capital Security Certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Any Debentures exchanged for Capital Securities represented by a Capital Securities Certificate bearing the legend set forth in Section 5.4 of the Declaration shall bear such legend and the last paragraph of such Section 5.4 shall apply, mutatis mutandis, to such Debentures. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. (iiib) A Global Debenture may be transferred, in whole but not in part, only by the Depositary to another nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. The Depositary shall initially be The Depository Trust Company, New York, New York. (c) Except under the limited circumstances described as otherwise provided in the next paragraphor pursuant to this First Supplemental Indenture, Debentures represented by the a Global Debenture will not shall be exchangeable for, and will not otherwise be issuable as, for Debentures in definitive form.registered form only if (iv) In the event that (i) DTC the Depositary notifies the Company that it is unwilling or unable to continue as Depositary and a successor Depositary for is not appointed by the Global Debentures Company within 90 days of the date the Company is so informed in writing or if at any time DTC becomes aware of such condition, (ii) the Depository ceases to be a clearing agency registered as such a “clearing agency” under the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days of such notification or of the Company becoming aware of DTC's ceasing to be so registered, as the case may be, (ii) the Company, in its sole discretion, executes and delivers to the Trustee a Company Order to the effect that such Global Debenture shall be so exchangeable or (iii) an Event of Default Default, as defined in the Indenture, has occurred and is continuing with respect to the Debentures, or (iv) the Company, in its sole discretion, determines that the Debentures shall no longer be represented by such Global Debenture. Upon the occurrence of any of (i) through (iv) above, the Company shall prepare execute and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, shall authenticate and deliver certificates for the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for beneficial interests in the such Global Debenture. Any In the event the Company determines that the Debentures shall no longer be represented by a Global Debenture that is exchangeable pursuant to clause (iv) above, the preceding sentence Company shall execute and, subject to Section 3.05 of the Indenture, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Company, shall authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be exchangeable canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for Debentures the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debt Securities to the Depositary shall directfor delivery to the Persons in whose names such Debt Securities are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositaryClearing Agency, or its nominee, and delivered by the Institutional Trustee to the Depositary (or its custodian) Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Clearing Agency; and (ii) if any Trust Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Institutional Trustee and any Trust Preferred Security Certificate which represents Trust Preferred Securities other than Trust Preferred Securities held by the Clearing Agency or its nominee. nominee (iii"Non Book-Entry Trust Preferred Securities") Except under the limited circumstances described will be deemed to represent beneficial interests in the next paragraph, Debentures represented presented to the Trustee by the Global Debenture Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Trust Preferred Securities until such Trust Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Trust Preferred Security Certificates will not be exchangeable forcancelled and a Debenture, and will not otherwise be issuable as, Debentures registered in definitive form. (iv) In the event that (i) DTC notifies name of the Company that it is unwilling holder of the Trust Preferred Security Certificate or unable to continue as a Depositary for the Global Debentures or if at any time DTC ceases to be a clearing agency registered as such under transferee of the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days holder of such notification or of the Company becoming aware of DTC's ceasing to be so registeredTrust Preferred Security Certificate, as the case may be, (ii) with an aggregate principal amount equal to the Companyaggregate liquidation amount of the Trust Preferred Security Certificate cancelled, in its sole discretion, executes will be executed by the Company and delivers delivered to the Trustee a Company Order for authentication and delivery in accordance with the Indenture to the effect that such Global Debenture shall be so exchangeable or (iii) an Event holder. On issue of Default has occurred and is continuing with respect to the such Debentures, the Company shall prepare and deliver certificates for the Debentures in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names as the Depositary shall direct.with an equivalent

Global Debenture. (ia) If In the event the Company causes, pursuant to Section 3.02 or otherwise, the Debentures held by the Property Trustee to be distributed to holders of Capital the Trust Securities; (i) if all the Preferred Securities are held in connection with a Dissolution Event, the Debentures will be issued book-entry-only form in the form of one or more global Debentures registered in the name of the Depositary or its nominee. (ii) Upon the occurrence of a Dissolution EventGlobal Certificates, the Debentures in certificated form shall be presented to the Trustee by the Property Trustee in exchange for a one or more global Debenture Debentures in an aggregate principal amount equal to the aggregate principal amount of all the outstanding Debentures (each, a "Global Debenture"), to be registered in the name of the DepositaryDepository, or its nominee, and delivered by the Trustee to the Depositary (Depository in exchange for one or its custodian) more Global Certificate or Certificates held by the Depository for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depository; and (ii) if any Preferred Securities are held in non- book-entry certificated form, (A) the Debentures in certificated form and (B) the register of holders of the Preferred Securities shall be presented to the Trustee by the Property Trustee and each Preferred Security Certificate which represents Preferred Securities (including Preferred Securities registered in the name of the Depository or its nominee. ) (iii"Non-Book-Entry Preferred Securities") Except under will be deemed to represent Debentures presented to the limited circumstances described Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non-Book-Entry Preferred Securities (and the Trustee shall register such holders of such Preferred Securities as the registered holders of such Debentures) until such Preferred Security Certificate is presented to the Trustee for registration of transfer or exchange at which time such Preferred Security Certificate will be canceled and a Debenture registered in the next paragraphname of the holder (or the transferee thereof) of such Preferred Security Certificate with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceled will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Upon surrender of such Preferred Security Certificate and the concurrent issue of such Debentures, Debentures represented by such Preferred Security Certificate that were presented by the Global Debenture Property Trustee to the Trustee will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formdeemed to have been canceled. (ivb) In A Global Debenture shall be exchangeable for Debentures registered in the event that names of Persons other than the Depository or its nominee only if (i) DTC the Depository notifies the Company that it is unwilling or unable to continue as a Depositary depository for such Global Debenture and no successor depository shall have been appointed, (ii) the Global Debentures or if Depository, at any time DTC time, ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, and at any time the Company does not appoint a successor Depositary within 90 days of such notification or of the Company becoming aware of DTC's ceasing Depository is required to be so registeredregistered to act as such Depository and no successor depository shall have been appointed, as the case may be, or (iiiii) the Company, Company in its sole discretion, executes and delivers to the Trustee a Company Order to the effect discretion determines that such Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, the Company shall prepare and deliver certificates for the Debentures in exchange for beneficial interests in the Global Debentureexchangeable. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names as the Depositary Depository shall direct.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee. (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall be presented to the Trustee by the Property Institutional Trustee (as the Holder of the Debentures) in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositaryDepository Institution, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) Depository Institution for crediting to the accounts of its participants pursuant to the instructions of the Regular Trusteesparticipants. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depository Institution; and (b) A Global Debenture may be transferred by the Depository Institution, in whole but not in part, only to a nominee of the Depository Institution, or its nomineeto a successor Depository Institution selected or approved by the Company or to a nominee of such successor Depository Institution. (iiic) Except under If there shall have occurred an Event of Default, then the limited circumstances described Company shall execute, and, subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, shall authenticate and make available for delivery the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the next paragraphprincipal amount of the Global Debenture, Debentures represented by in exchange for such Global Debenture. Upon the exchange of the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, for such Debentures in definitive form. (iv) In the event that (i) DTC notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures or if at any time DTC ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days of such notification or of the Company becoming aware of DTC's ceasing to be so registered, as the case may be, (ii) the Companyform without coupons, in its sole discretionauthorized denominations, executes and delivers to the Trustee a Company Order to the effect that such Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to cancelled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary Depository Institution, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee. The Trustee shall deliver such Debentures to the Depository Institution for delivery to the Persons in whose names such Debentures are so registered.

Global Debenture. (ia) If In the event the Company ----------------- causes, pursuant to Section 3.03 or otherwise, the Debentures held by the Property Trustee to be distributed to holders of Capital the Trust Securities; (i) if all the Preferred Securities are held in connection with a Dissolution Event, the Debentures will be issued book-entry-only form in the form of one or more global Debentures registered in the name of the Depositary or its nominee. (ii) Upon the occurrence of a Dissolution EventGlobal Certificates, the Debentures in certificated form shall be presented to the Trustee by the Property Trustee in exchange for a one or more global Debenture Debentures in an aggregate principal amount equal to the aggregate principal amount of all the outstanding Debentures (each, a "Global Debenture"), to be registered in the name of the DepositaryDepository, or its nominee, and delivered by the Trustee to the Depositary (Depository in exchange for one or its custodian) more Global Certificate or Certificates held by the Depository for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depository; and (ii) if any Preferred Securities are held in non-book-entry certificated form, (A) the Debentures in certificated form and (B) the register of holders of the Preferred Securities shall be presented to the Trustee by the Property Trustee and each Preferred Security Certificate which represents Preferred Securities (including Preferred Securities registered in the name of the (b) A Global Debenture shall be exchangeable for Debentures registered in the names of persons other than the Depository or its nominee. (iii) Except under the limited circumstances described in the next paragraph, Debentures represented by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In the event that nominee only if (i) DTC the Depository notifies the Company that it is unwilling or unable to continue as a Depositary depository for such Global Debenture and no successor depository shall have been appointed, (ii) the Global Debentures or if Depository, at any time DTC time, ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, and at any time the Company does not appoint a successor Depositary within 90 days of such notification or of the Company becoming aware of DTC's ceasing Depository is required to be so registeredregistered to act as such Depository and no successor depository shall have been appointed, as the case may be, or (iiiii) the Company, Company in its sole discretion, executes and delivers to the Trustee a Company Order to the effect discretion determines that such Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, the Company shall prepare and deliver certificates for the Debentures in exchange for beneficial interests in the Global Debentureexchangeable. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names as the Depositary Depository shall direct.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositaryClearing Agency, or its nominee, and delivered by the Institutional Trustee to the Depositary (or its custodian) Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Clearing Agency; and (ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nomineenominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled. (iiib) Except under Unless and until it is exchanged for the limited circumstances described Debentures in the next paragraphregistered form, Debentures represented a Global Debenture may be transferred, in whole but not in part, only to another nominee of DTC, or to a successor Clearing Agency selected or approved by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formCompany or to a nominee of such successor Clearing Agency. (ivc) In the event that (i) If at any time DTC notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures Clearing Agency or if at any time DTC ceases to the Clearing Agency for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Clearing Agency for such series is not appointed by the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the Company will execute, and, subject to Article III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee a principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company Order may at any time determine that the Debentures shall no longer be represented by Global Debenture. In such event the Company will execute, and subject to Section 301 of the Indenture, the Trustee, upon receipt of an Officers Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the effect that principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to cancelled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in whose names such Securities are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositaryClearing Agency, or its nominee, and delivered by the Institutional Trustee to the Depositary (or its custodian) Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Clearing Agency; and (ii) if any Capital Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Institutional Trustee and any Capital Security Certificate which represents Capital Securities other than Capital Securities held by the Clearing Agency or its nominee. nominee (iii"Non Book-Entry Capital Securities") Except under the limited circumstances described will be deemed to represent beneficial interests in the next paragraph, Debentures represented presented to the Trustee by the Global Debenture Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Capital Securities until such Capital Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Capital Security Certificates will not be exchangeable forcancelled and a Debenture, and will not otherwise be issuable as, Debentures registered in definitive form. (iv) In the event that (i) DTC notifies name of the Company that it is unwilling holder of the Capital Security Certificate or unable to continue as a Depositary for the Global Debentures or if at any time DTC ceases to be a clearing agency registered as such under transferee of the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days holder of such notification or of the Company becoming aware of DTC's ceasing to be so registeredCapital Security Certificate, as the case may be, (ii) with an aggregate principal amount equal to the Companyaggregate liquidation amount of the Capital Security Certificate cancelled, in its sole discretion, executes will be executed by the Company and delivers delivered to the Trustee a Company Order to the effect that such Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, the Company shall prepare and deliver certificates for the Debentures in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names as the Depositary shall direct.authentication

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, , (i) if the Debentures will be issued in the form of Preferred Securities are represented by one or more global Debentures registered in the name of the Depositary or its nominee. (ii) Upon the occurrence of a Dissolution EventGlobal Certificates, the Debentures in certificated definitive registered form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a one or more global Debenture in an aggregate principal amount equal to certificates representing the aggregate principal amount of all outstanding Debentures (each, a "Global Debenture"), to be registered in the name of the DepositaryDepository Institution, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) Depository Institution for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company , and the Company, upon any such presentation presentation, shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary or its nominee. (iiiii) Except under if any Preferred Securities are evidenced by one or more Definitive Preferred Security Certificates, the limited circumstances described Debentures in definitive registered form may be presented to the Trustee by the Institutional Trustee and any Definitive Preferred Security Certificate evidencing Preferred Securities will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of such Preferred Securities until such Definitive Preferred Security Certificate is presented to the Security Registrar for transfer or reissuance, at which time such Definitive Preferred Security Certificates will be canceled and a Debenture, registered in the next paragraphname of the registered holder of such Definitive Preferred Security Certificate or the transferee of the holder of such Definitive Preferred Security Certificate, Debentures represented as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Definitive Preferred Security Certificate canceled, will be executed by the Global Debenture will not be exchangeable for, Company and will not otherwise be issuable asdelivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issuance of a new Debenture, Debentures in definitive formform with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been canceled. (ivb) In Notwithstanding any other provision of the event that Indenture and this First Supplemental Indenture, a Global Debenture may not be transferred as a whole except by the Depository Institution to a nominee of the Depository Institution or another nominee of the Depository Institution or by the Depository Institution or any such nominee to a successor Depository Institution or a nominee of such successor Depository Institution. (c) If Debentures are represented by one or more Global Debentures and if (i) DTC at any time the Depository Institution notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures Depository Institution or if at any time DTC ceases to the Depository Institution shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934Act, as amendedor other applicable statute or regulation, and a successor Depository Institution is not appointed by the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the CompanyCompany at any time determines that the Debentures shall no longer be solely represented by one or more Global Debentures or (iii) there shall have occurred an Event of Default or an event that with notice or the lapse of time or both would be an Event of Default, then the Company shall execute, and, subject to Article II of the Indenture, the Trustee shall authenticate and deliver, Debentures in definitive registered form in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for Debentures in definitive registered form, in its sole discretionauthorized denominations, executes and delivers to the Trustee a Company Order to the effect that such Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to canceled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary Depository Institution, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee. The Trustee shall deliver such Debentures to the Depository Institution for delivery to the Persons in whose names such Debentures are so registered.

Global Debenture. (a) In connection with a distribution of Debentures to Holders in connection with the involuntary or voluntary dissolution, winding up or liquidation of the Trust, (i) If distributed to holders of Capital Securities in connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee. (ii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositaryClearing Agency, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) Clearing Agency for crediting to the accounts of its participants pursuant to the instructions procedures of the Regular TrusteesDepositary. The Company Issuer upon any such presentation presentation, shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depositary; and (ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nomineenominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceled, will be executed by the Issuer and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. (iiib) Except under as provided in (c) below, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the limited circumstances described in the next paragraphDepositary, Debentures represented or to a successor Depositary selected or approved by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formIssuer or to a nominee of such successor Depositary. (ivc) In the event that If (i) DTC the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary deposi tary for such Global Debenture and no successor depositary shall have been appointed within 90 days by the Global Debentures or if Company, (ii) the Depositary, at any time DTC time, ceases to be a clearing agency registered under the Exchange Act at which time the Depositary is required to be so registered to act as such under the Securities Exchange Act of 1934, as amended, depositary and the Company does not appoint a no successor Depositary depositary shall have been appointed within 90 days of such notification or of by the Company becoming aware of DTC's ceasing to be so registered, as the case may beCompany, (iiiii) the Company, in its sole discretion, executes and delivers to the Trustee a Company Order to the effect determines that such Global Debenture shall be so exchangeable or (iiiiv) there shall have occurred an Event of Default has occurred and is continuing with respect to such Debentures, as the Debenturescase may be, the Company shall prepare will execute, and, subject to Article 2 of the Indenture, the Trustee, upon written notice from the Company and receipt of a Company Order, will authenticate and deliver certificates for the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for beneficial interests in the such Global Debenture. Any In addition, upon an Event of Default or if the Company may at any time determine that the Debenture shall no longer be represented by a Global Debenture, in such event the Company will execute, and subject to Section 2.8 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company and a Company Order, will authenticate and make available for delivery the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture that is exchangeable pursuant to in exchange for such Global Debenture. Upon the preceding sentence exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be exchangeable canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for Debentures the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depositary shall directfor delivery to the Persons in whose names such Debentures are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositaryClearing Agency, or its nominee, and delivered by the Institutional Trustee to the Depositary (or its custodian) Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Clearing Agency; and (ii) if any Capital Securities are held in non book- entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Institutional Trustee and any Capital Security Certificate which represents Capital Securities other than Capital Securities held by the Clearing Agency or its nomineenominee ("Non Book-Entry Capital Securities") will be deemed to represent beneficial interests in the Debentures presented to the Trustee by the Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Capital Securities until such Capital Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Capital Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Capital Security Certificate or the transferee of the holder of such Capital Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Capital Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture to such holder. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled. (iiib) Except under Unless and until it is exchanged for the limited circumstances described Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the next paragraphClearing Agency, Debentures represented or to a successor Clearing Agency selected or approved by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formCompany or to a nominee of such successor Clearing Agency. (ivc) In If at any time the event that (i) DTC Clearing Agency notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures Clearing Agency or if at any time DTC ceases to the Clearing Agency for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Clearing Agency for such series is not appointed by the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the Company will execute, and, subject to Article III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company Order will execute, and subject to Section 3.3 of the Base Indenture, the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the effect that principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to cancelled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in whose names such Securities are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositaryClearing Agency, or its nominee, and delivered by the Institutional Trustee to the Depositary (or its custodian) Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture. The Trustee, upon receipt of such Global Debenture, together with an Officers' Certificate requesting authentication, will authenticate such Global Debenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Clearing Agency; and (ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee. nominee (iii"Non Book-Entry Preferred Securities") Except under the limited circumstances described will be deemed to represent beneficial interests in the next paragraph, Debentures represented presented to the Trustee by the Global Debenture Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Institutional Trustee for transfer or reissuance at which time such Preferred Security Certificates will not be exchangeable forcancelled and a Debenture, and will not otherwise be issuable as, Debentures registered in definitive form. (iv) In the event that (i) DTC notifies name of the Company that it is unwilling Holder of the Preferred Security Certificate or unable to continue as a Depositary for the Global Debentures or if at any time DTC ceases to be a clearing agency registered as such under transferee of the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days Holder of such notification or of the Company becoming aware of DTC's ceasing to be so registeredPreferred Security Certificate, as the case may be, (ii) with an aggregate principal amount equal to the Companyaggregate liquidation amount of the Preferred Security Certificate cancelled, in its sole discretion, executes will be executed by the Company and delivers delivered to the Trustee a Company Order for authentication and delivery in accordance with the Indenture to the effect that such Global Holder. The Trustee, upon receipt of such Debenture together with an Officers' Certificate requesting authentication, shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, the Company shall prepare and deliver certificates for the Debentures in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names as the Depositary shall direct.authenticate such

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositaryClearing Agency, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Clearing Agency; and (ii) if any Capital Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Institutional Trustee and any Capital Security Certificate which represents Capital Securities other than Capital Securities held by the Clearing Agency or its nomineenominee ("Non Book-Entry Capital Securities") will be deemed to represent beneficial interests in the Debentures presented to the Trustee by the Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Capital Securities until such Capital Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Capital Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Capital Security Certificate or the transferee of the holder of such Capital Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Capital Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture to such holder. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled. (iiib) Except under Unless and until it is exchanged for the limited circumstances described Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to the next paragraphClearing Agency or a nominee of the Clearing Agency, Debentures represented or to a successor Clearing Agency selected or approved by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formCompany or to a nominee of such successor Clearing Agency. (ivc) In the event that If at any (i) DTC time the Clearing Agency notifies the Company that it is unwilling or unable to continue as a Depositary Clearing Agency for the Global Debentures or if and no successor Clearing Agency shall have been appointed within 90 days after such notification, (ii) the Clearing Agency at any time DTC ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, 1934 at any time the Clearing Agency is required to be so registered to act as amended, such Clearing Agency and the Company does not appoint a no successor Depositary Clearing Agency shall have been appointed within 90 days of such notification after the Trust or of the Company becoming aware of DTCthe Clearing Agency's ceasing to be so registered, as the case may be, (iiiii) the Company, in its sole discretion, executes and delivers to determines that the Trustee a Company Order to the effect that such Global Debenture Debentures shall be so exchangeable or (iiiiv) an Event of Default has there shall have occurred and is be continuing with respect to the Debentures, the Company shall prepare and deliver certificates for the Debentures in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names as the Depositary shall direct.an

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, (i) if any Capital Securities are held in book-entry form, the related Definitive Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee. (ii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall be presented to the Trustee (if an arrangement with the Depositary has been maintained) by the Property Trustee in exchange for a global Debenture one or more Global Debentures (as may be required pursuant to Section 2.7) in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative Trustees. The ; the Company upon any such presentation shall execute a one or more Global Debenture Debentures in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the this Indenture. Payments ; and payments on the Debentures issued as a Global Debenture will be made to the Depositary Depositary; and (ii) if any Capital Securities are held in certificated form, the related Definitive Debentures may be presented to the Trustee by the Property Trustee and any Capital Security certificate which represents Capital Securities other than Capital Securities in book-entry form ("Non Book-Entry Capital Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Capital Securities until such Capital Security certificates are presented to the Debenture registrar for transfer or its nomineereissuance, at which time such Capital Security certificates will be cancelled and a Debenture, registered in the name of the holder of the Capital Security certificate or the transferee of the holder of such Capital Security certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Capital Security certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture. Upon the issuance of such Debentures pursuant to clauses (i) or (ii) of this subsection 2.5(a), Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled. (iiib) Except under The Global Debentures shall represent the limited circumstances described aggregate amount of outstanding Debentures from time to time endorsed thereon; provided, that the aggregate amount of outstanding Debentures represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Debenture to reflect the amount of any increase or decrease in the next paragraph, amount of outstanding Debentures represented thereby shall be made by the Global Debenture will not be exchangeable forTrustee, and will not otherwise be issuable as, Debentures in definitive formaccordance with instructions given by the Company as required by this Section 2.5. (ivc) In The Global Debentures may be transferred, in whole but not in part, only to the event that Depositary, another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (id) DTC If at any time the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for or the Global Debentures or if at any time DTC ceases Depositary has ceased to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amendedAct, and the Company does not appoint a successor Depositary is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the Company will execute, and the Trustee, upon written notice from the Company, will authenticate and make available for delivery the Definitive Debentures, in its sole discretionauthorized denominations, executes and delivers in an aggregate principal amount equal to the Trustee principal amount of the Global Debenture in exchange for such Global Debenture. If there is an Event of Default, the Depositary shall have the right to exchange the Global Debentures for Definitive Debentures. In addition, the Company may at any time determine that the Debentures shall no longer be represented by a Global Debenture. In the event of such an Event of Default or such a determination, the Company Order shall execute, and subject to Section 2.7, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and make available for delivery the Definitive Debentures, in authorized denominations, and in an aggregate principal amount equal to the effect that principal amount of the Global Debenture, in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Definitive Debentures, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to cancelled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Definitive Debentures issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Definitive Debentures to the Depositary shall directfor delivery to the Persons in whose names such Definitive Debentures are so registered.

Global Debenture. (ia) If distributed A Global Debenture with respect to holders of Capital Securities any series may be transferred, in connection with a Dissolution Eventwhole but not in part, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee. (ii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall be presented only to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name another nominee of the Depositary, or its nominee, and delivered to a successor Depositary selected or approved by the Trustee Company or to the Depositary (or its custodian) for crediting to the accounts a nominee of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary or its nomineesuccessor Depositary. (iiib) Except under If at any time the limited circumstances described in the next paragraph, Debentures represented by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In the event that (i) DTC Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for or the Global Debentures or if at any time DTC ceases Depositary has ceased to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amendedAct, and the Company does not appoint a successor Depositary is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the CompanyCompany will execute, and the Trustee, upon receipt of a Company Order, will authenticate and make available for delivery Definitive Debentures, in its sole discretionauthorized denominations, executes and delivers in an aggregate principal amount equal to the Trustee a Company Order to principal amount of the effect that Global Debenture or Global Debentures, in exchange for such Global Debenture or Global Debentures. If there is an Event of Default, the Depositary shall have the right to exchange the Global Debenture or Global Debentures for Definitive Debentures. In addition, the Company may at any time determine that the Debentures of any series shall no longer be so exchangeable or (iii) represented by a Global Debenture. In the event of such an Event of Default has occurred and is continuing with respect to the Debenturesor such a determination, the Company shall prepare execute, and deliver certificates subject to this Section 2.06, the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company and a Company Order, will authenticate and make available for delivery Definitive Debentures, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture or Global Debentures in exchange for beneficial interests in such Global Debenture or Global Debentures. Upon the exchange of the Global Debenture. Any Debenture or Global Debentures for such Definitive Debentures, in authorized denominations, the Global Debenture that is exchangeable pursuant to the preceding sentence or Global Debentures shall be exchangeable cancelled by the Trustee. Such Definitive Debentures issued in exchange for the Global Debenture or Global Debentures shall be registered in such names and in such authorized denominations as the Depositary shall direct.Depositary, pursuant to instructions

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global ------ Debenture"), to be registered in the name of the Depositary, or its --------- nominee, and delivered by the Trustee to or upon the order of the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Fourth Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depositary; and (ii) if any Preferred Securities are held in non book- entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee. nominee (iii"Non Book-Entry Preferred Securities") Except under will ----------------------------------- be deemed to represent beneficial interests in Debentures presented to the limited circumstances described Trustee by the Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the next paragraph, Debentures represented by name of the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In holder of the event that (i) DTC notifies Preferred Security Certificate or the Company that it is unwilling or unable to continue as a Depositary for transferee of the Global Debentures or if at any time DTC ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days holder of such notification or of the Company becoming aware of DTC's ceasing to be so registeredPreferred Security Certificate, as the case may be, (ii) with an aggregate principal amount equal to the Companyaggregate liquidation amount of the Preferred Security Certificate cancelled, in its sole discretion, executes will be executed by the Company and delivers delivered to the Trustee a Company Order for authentication and delivery in accordance with the Indenture and this Third Supplemental Indenture. Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the effect that such Trustee will be deemed to have been cancelled. (b) A Global Debenture shall may be so exchangeable transferred, in whole but not in part, only to another nominee of the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, a successor Depositary selected or approved by the Company shall prepare and deliver certificates for the Debentures in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant or to the preceding sentence shall be exchangeable for Debentures registered in a nominee of such names as the Depositary shall directsuccessor Depositary.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositaryDepository, or its nominee, and delivered by the Trustee to or upon the Depositary (or its custodian) order of the Depository for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depository; and (ii) if any Preferred Securities are held in non book- entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any certificate which represents Preferred Securities (each a "Preferred Security Certificate") other than Preferred Securities held by the Clearing Agency or its nominee. nominee (iii"Non Book-Entry Preferred Securities") Except under will be deemed to represent beneficial interests in Debentures presented to the limited circumstances described Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the next paragraphname of the holder of the Preferred Security Certificate, Debentures represented by or the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In transferee of the event that (i) DTC notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures or if at any time DTC ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days holder of such notification or of the Company becoming aware of DTC's ceasing to be so registeredPreferred Security Certificate, as the case may be, (ii) with an aggregate principal amount equal to the Companyaggregate liquidation amount of the Preferred Security Certificate cancelled, in its sole discretion, executes will be executed by the Company and delivers delivered to the Trustee a Company Order for authentication and delivery in accordance with the Indenture. Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the effect that such Trustee will be deemed to have been cancelled. (b) A Global Debenture shall may be so exchangeable transferred, in whole but not in part, only to another nominee of the Depository, or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, a successor Depository selected or approved by the Company shall prepare and deliver certificates for or to a nominee of such successor Depository. (c) For purposes hereof, "Dissolution Event" means the Debentures in exchange for beneficial interests in liquidation of the Global Debenture. Any Global Debenture that is exchangeable Regions Financing Trust I (the "Trust") pursuant to the preceding sentence shall be exchangeable for Trust Agreement relating to the Trust and the distribution of the Debentures registered held by the Property Trustee to the Holders of the Trust Securities issued by the Trust pro rata in accordance with such names as the Depositary shall directTrust Agreement.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "“Global Debenture"”), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depositary; and (ii) if any Capital Securities are held in non book-entry certificated form (“Non Book-Entry Capital Securities”), the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Capital Security Certificate which represents Non Book-Entry Capital Securities will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Capital Securities until such Capital Security Certificates are presented to the Security registrar for transfer or its nomineereissuance, at which time such Non Book-Entry Capital Security Certificates will be canceled and a Debenture, registered in the name of the holder of the Capital Security Certificate or the transferee of the holder of such Capital Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Capital Security Certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Any Debentures exchanged for Capital Securities represented by a Capital Securities Certificate bearing the legend set forth in Section 5.4 of the Declaration shall bear such legend and the last paragraph of such Section 5.4 shall apply, mutatis mutandis, to such Debentures. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. (iiib) A Global Debenture may be transferred, in whole but not in part, only by the Depositary to another nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. The Depositary shall initially be The Depository Trust Company, New York, New York. (c) Except under the limited circumstances described as otherwise provided in the next paragraphor pursuant to this First Supplemental Indenture, Debentures represented by the a Global Debenture will not shall be exchangeable for, and will not otherwise be issuable as, for Debentures in definitive form. (iv) In the event that registered form only if (i) DTC the Depositary notifies the Company that it is unwilling or unable to continue as Depositary and a successor Depositary for is not appointed by the Global Debentures Company within 90 days of the date the Company is so informed in writing or if at any time DTC becomes aware of such condition, (ii) the Depository ceases to be a clearing agency registered as such a “clearing agency” under the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days of such notification or of the Company becoming aware of DTC's ceasing to be so registered, as the case may be, (ii) the Company, in its sole discretion, executes and delivers to the Trustee a Company Order to the effect that such Global Debenture shall be so exchangeable or (iii) an Event of Default Default, as defined in the Indenture, has occurred and is continuing with respect to the Debentures, or (iv) the Company, in its sole discretion determines that the Debentures shall no longer be represented by such Global Debenture. Upon the occurrence of any of (i) through (iv) above, the Company shall prepare execute, and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, shall authenticate and deliver certificates for the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for beneficial interests in the such Global Debenture. Any In the event the Company determines that the Debentures shall no longer be represented by a Global Debenture that is exchangeable pursuant to clause (iv) above, the preceding sentence Company shall execute, and, subject to Section 3.05 of the Indenture, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Company, shall authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be exchangeable canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for Debentures the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debt Securities to the Depositary shall directfor delivery to the Persons in whose names such Debt Securities are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Debt Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Debt Trustee to or upon the order of the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Debt Trustee for authentication and delivery in accordance with the Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary or its nominee.Depositary; and (iii) Except under the limited circumstances described in the next paragraph, Debentures represented by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In the event that (i) DTC notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures or if at any time DTC ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days of such notification or of the Company becoming aware of DTC's ceasing to be so registered, as the case may be, (ii) the Companyif any Preferred Securities are held in non book-entry certificated form, in its sole discretion, executes and delivers to the Trustee a Company Order to the effect that such Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, the Company shall prepare and deliver certificates for the Debentures in exchange for certificated form may be presented to the Debt Trustee by the Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant Debentures presented to the preceding sentence shall Debt Trustee by the Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be exchangeable for Debentures cancelled and a Debenture, registered in such names as the Depositary shall direct.name of the holder of the

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, , (i) the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee. (ii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositaryClearing Agency, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Regular TrusteesCompany and the Clearing Agency will act as Depositary for the Debentures. The Company Company, upon any such presentation presentation, shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the this Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depositary; and (ii) if any Trust Preferred Securities are held in non book-entry certificated form, the Debentures may be presented to the Trustee by the Property Trustee and any Trust Preferred Securities Certificate which represents Trust Preferred Securities other than Trust Preferred Securities held by the Clearing Agency or its nomineenominee ("Non Book-Entry Trust Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Trust Preferred Securities until such Non Book-Entry Trust Preferred Securities are presented to the Registrar for transfer or reissuance at which time such Non Book-Entry Trust Preferred Securities will be canceled and a Debenture, registered in the name of the holder of the Non Book-Entry Trust Preferred Securities or the transferee of the holder of such Non Book-Entry Trust Preferred Securities, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Trust Preferred Securities canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with this Indenture. (iiib) Except under as provided in (c) below, a Global Debenture may be trans ferred, in whole but not in part, only to another nominee of the limited circumstances described in the next paragraphDepositary, Debentures represented or to a successor Depositary selected or approved by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formCompany or to a nominee of such successor Depositary. (ivc) In If at any time the event that (i) DTC Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures or if at any time DTC ceases to the Depositary for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934, as amendedor other applicable statute or regulation, and the Company does not appoint a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the CompanyCompany will execute, in its sole discretionand the Trustee, executes and delivers to the Trustee upon receipt of a Company Order with respect to authentication and delivery, will authenticate and deliver the Debentures in accordance with the provisions set forth in this Section 203(c) in definitive registered form, in authorized denominations, and in an aggregate principal amount equal to the effect principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company will execute, and the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company and a Company Order with respect to authentication and delivery, will authenticate and deliver the Debentures in accordance with the provisions set forth in this Section 203(c) in definitive registered form, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to canceled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depositary shall direct.for delivery to the Persons in whose names such Debentures are so registered. ARTICLE THREE THE DEBENTURES

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositaryClearing Agency, or its nominee, and delivered by the Institutional Trustee to the Depositary (or its custodian) Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Clearing Agency; and (ii) if any Preferred Securities are held in non book- entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nomineenominee ("Non Book- Entry Preferred Securities") will be deemed to represent beneficial interests in the Debentures presented to the Trustee by the Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture to such holder. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled. (iiib) Except under Unless and until it is exchanged for the limited circumstances described Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the next paragraphClearing Agency, Debentures represented or to a successor Clearing Agency selected or approved by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formCompany or to a nominee of such successor Clearing Agency. (ivc) In If at any time the event that (i) DTC Clearing Agency notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures Clearing Agency or if at any time DTC ceases to the Clearing Agency for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Clearing Agency for such series is not appointed by the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the Company will execute, and, subject to Article III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee a principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company Order may at any time determine that the Debentures shall no longer be represented by Global Debenture. In such event the Company will execute, and subject to Section 3.3 of the Base Indenture, the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the effect that principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to cancelled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in whose names such Securities are so registered.

Global Debenture. (i) If distributed to holders of Capital Securities in 1. In connection with a Dissolution Event, distribution of the Debentures will be issued in to the form of one or more global Debentures registered in the name holders of the Depositary or its nominee.Trust Securities, (ii) Upon the occurrence of a Dissolution Event, a. the Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Institutional Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company Company, upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this ______ Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depositary; and b. if any Capital Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Institutional Trustee and any Capital Security Certificate which represents Capital Securities other than Capital Securities held by the Clearing Agency or its nomineenominee ("Non Book-Entry Capital Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Capital Securities until such Capital Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Capital Security Certificate or the transferee of the holder of such Capital Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Capital Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this ______ Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled. (iii) Except under 2. A Global Debenture may be transferred, in whole but not in part, only to another nominee of the limited circumstances described in the next paragraphDepositary, Debentures represented or to a successor Depositary selected or approved by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formCompany or to a nominee of such successor Depositary. (iv) In 3. If at any time the event that (i) DTC Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures or if at any time DTC ceases to the Depositary for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and the Company does not appoint a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the Company will execute, and, subject to Article III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee a Company Order to principal amount of the effect that Global Debenture in exchange for such Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to the DebenturesDebenture. In addition, the Company may at any time determine that the Debentures shall prepare no longer be represented by a Global Debenture. In such event the Company will execute, and subject to Section 301 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver certificates for the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for beneficial interests in the such Global Debenture. Any Upon the exchange of the Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names as the Depositary shall direct.for

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global DebentureGLOBAL DEBENTURE"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Depositary or its nomineenominee ("NON BOOK-ENTRY PREFERRED SECURITIES") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security registrar for transfer or reissuance, at which time such Preferred Security Certificates will be canceled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been canceled. (iiib) Except under the limited circumstances described A Global Debenture may be transferred, in the next paragraphwhole but not in part, Debentures represented only by the Global Debenture will not be exchangeable forDepositary to another nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, and will not otherwise be issuable as, Debentures in definitive formor to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (ivc) In If at any time the event that (i) DTC Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures or if at any time DTC ceases to the Depositary for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and the Company does not appoint a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the Company shall execute, and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, shall authenticate and deliver the Debentures in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company Order shall execute, and, subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, shall authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the effect that principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to canceled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary shall directfor delivery to the Persons in whose names such Securities are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositaryClearing Agency, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Base Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Clearing Agency; and (ii) any Preferred Security Certificate which represents Trust Preferred Securities other than Trust Preferred Securities held by the Clearing Agency or its nominee. nominee (iii"Non Book-Entry Preferred Securities") Except under will be deemed to represent beneficial interests in Debentures having an aggregate principal amount equal to the limited circumstances described aggregate liquidation amount of, with an interest rate identical to the distribution rate of, and accrued and unpaid interest (including Compounded Interest) equal to accumulated and unpaid distribution on the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled and a Debenture, registered in the next paragraph, Debentures represented by name of the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In Holder of the event that (i) DTC notifies Preferred Security Certificate or the Company that it is unwilling or unable to continue as a Depositary for transferee of the Global Debentures or if at any time DTC ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days Holder of such notification or of the Company becoming aware of DTC's ceasing to be so registeredPreferred Security Certificate, as the case may be, (ii) with an aggregate principal amount equal to the Companyaggregate liquidation amount of the Preferred Security Certificate canceled, in its sole discretion, executes will be executed by the Company and delivers delivered to the Trustee a Company Order for authentication and delivery in accordance with the Base Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the effect that such Trustee will be deemed to have been canceled. (b) A Global Debenture shall may be so exchangeable transferred, in whole but not in part, only to another nominee of the Clearing Agency, or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, a successor Clearing Agency selected or approved by the Company shall prepare and deliver certificates for the Debentures in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant or to the preceding sentence shall be exchangeable for Debentures registered in a nominee of such names as the Depositary shall directsuccessor Clearing Agency.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depositary; and (ii) As long as any Capital Securities are held in non book-entry certificated form ("Non Book-Entry Capital Securities"), the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Capital Security Certificate which represents Non Book-Entry Capital Securities will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Capital Securities until such Capital Security Certificates are presented to the Security registrar for transfer or its nomineereissuance, at which time such Non Book-Entry Capital Security Certificates will be canceled and a Debenture, registered in the name of the holder of the Capital Security Certificate or the transferee of the holder of such Capital Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Capital Security Certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. (iiib) Except under the limited circumstances described A Global Debenture may be transferred, in the next paragraphwhole but not in part, Debentures represented only by the Depositary to another nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. The Depositary shall initially be The Depository Trust Company, New York, New York. Except as otherwise provided in or pursuant to this First Supplemental Indenture, a Global Debenture will not shall be exchangeable for, and will not otherwise be issuable as, for Debentures in definitive form. (iv) In the event that registered form only if (i) DTC the Depositary notifies the Company that it is unwilling or unable to continue as Depositary and a successor Depositary for is not appointed by the Global Debentures Company within 90 days of the date the Company is so informed in writing or if at any time DTC becomes aware of such condition, (ii) the Depository ceases to be a clearing agency registered as such a "clearing agency" under the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days of such notification or of the Company becoming aware of DTC's ceasing to be so registered, as the case may be, (ii) the Company, in its sole discretion, executes and delivers to the Trustee a Company Order to the effect that such Global Debenture shall be so exchangeable or (iii) an Event of Default Default, as defined in the Indenture, has occurred and is continuing with respect to the Debentures, or (iv) the Company shall prepare and deliver certificates for the Debentures Company, in exchange for beneficial interests in the Global Debenture. Any its sole discretion determines that such Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures into definitive registered in such names as form. Upon the Depositary shall direct.occurrence of any of (i) through

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Convertible Debentures in certificated form shall may be presented to the Trustee by the Property Trustee in exchange for a global Global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Convertible Debentures (a "Global Debenture"), to be registered in the name of the DepositaryDTC, or its nominee, and delivered by the Trustee to the Depositary DTC (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Convertible Debentures issued as a Global Debenture will be made to the Depositary DTC or its nominee.: and (iiiii) Except under if any Trust Preferred Securities are held in non book- entry certificated form, any Trust Preferred Security Certificate which represents Trust Preferred Securities other than Trust Preferred Securities held by the limited circumstances described Clearing Agency or its nominee ("Non Book-Entry Trust Preferred Securities") will be deemed to represent beneficial interests in Convertible Debentures having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Trust Preferred Securities until such Trust Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Trust Preferred Security Certificates will be cancelled and a Debenture, registered in the next paragraph, Debentures represented by name of the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In holder of the event that (i) DTC notifies Trust Preferred Security Certificate or the Company that it is unwilling or unable to continue as a Depositary for transferee of the Global Debentures or if at any time DTC ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days holder of such notification or of the Company becoming aware of DTC's ceasing to be so registeredTrust Preferred Security Certificate, as the case may be, (ii) with an aggregate principal amount equal to the Companyaggregate liquidation amount of the Trust Preferred Security Certificate cancelled, in its sole discretion, executes will be executed by the Company and delivers delivered to the Trustee a Company Order for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Convertible Debentures, Convertible Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the effect that such Trustee will be deemed to have been cancelled. (b) A Global Debenture shall may be so exchangeable transferred, in whole but not in part, only to another nominee of DTC or (iii) an Event of Default has occurred and is continuing with respect to the DebenturesDTC by its nominee, or to a successor depositary selected or approved by the Company shall prepare and deliver certificates for the Debentures in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant or to the preceding sentence shall be exchangeable for Debentures registered in a nominee of such names as the Depositary shall directsuccessor depositary.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular TrusteesTrustees which instructions shall be provided in accordance with the terms of the Declaration. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (ii) if any Capital Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Institutional Trustee and any Capital Security Certificate which represents Capital Securities other than Capital Securities held by the Clearing Agency or its nominee ("Non Book-Entry Capital Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Capital Securities until such Capital Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Capital Security Certificates will be (b) A Global Debenture may be transferred, in whole but not in part, only by the Depositary to a nominee of the Depositary or its nomineeby a nominee of the Depositary to the Depositary, another nominee of the Depositary, or a successor Depositary selected or approved by the Company, or a nominee of such successor Depositary. (iiic) Except under If at any time the limited circumstances described in the next paragraph, Debentures represented by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In the event that (i) DTC Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures or if at any time DTC ceases to the Depositary shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and the Company does not appoint a successor Depositary is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the Company will execute, and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and make available for delivery Debentures in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company Order will execute, and subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the effect that principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to cancelled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depositary shall directfor delivery to the Persons in whose names such Debentures are so registered.

Global Debenture. (ia) If distributed the Company shall establish pursuant to holders of Capital Securities in connection with a Dissolution Event, Section 2.1 that the Debentures will of a particular series are to be issued in the form of as one or more global Global Debentures, then the Company shall execute and the Trustee shall, in accordance with Section 2.4, authenticate and deliver, one or more Global Debentures which shall represent, and shall be denominated in an aggregate amount equal to the aggregate principal amount of, all of the Outstanding Debentures of such series, shall be registered in the name of the Depositary or its nominee. (ii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of Depositary's instruction and shall bear a legend substantially to the Regular Trustees. The Company upon any such presentation shall execute following effect: "This Debenture is a Global Debenture within the meaning of the Indenture hereinafter referred to and is registered in such aggregate principal amount and deliver the same to name of a Depositary or a nominee of a Depositary. This Debenture is exchangeable for Debentures registered in the Trustee for authentication and delivery in accordance with the Indenture. Payments on the Debentures issued as name of a Global Debenture will be made to Person other than the Depositary or its nominee. (iii) Except under nominee only in the limited circumstances described in the next paragraphIndenture, Debentures represented and no transfer of this Debenture (other than a transfer of this Debenture as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Debositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary) may be registered except in such limited circumstances." (b) Notwithstanding the provisions of Section 2.5, the Global Debenture will of a series may be transferred, in whole but not be exchangeable forin part and in the manner provided in Section 2.5, and will not otherwise be issuable asonly by the Depositary for such series to a nominee of the Depositary for such series, Debentures in definitive formor by a nominee of the Depositary for such series to the Depositary for such series or another nominee of the Depositary for such series, or by the Depositary for such series or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. (ivc) In If at any time the event that (i) DTC Depositary for a series of Debentures notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures such series or if at any time DTC ceases to the Depositary for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934Act, as amended, or other applicable statute or regulation and the Company does not appoint a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the Company, in its sole discretion, executes and delivers this Section 2.11 shall no longer be applicable to the Trustee a Debentures of such series and the Company Order will execute, and subject to the effect that such Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to the DebenturesSection 2.5, the Company shall prepare Trustee will authenticate and deliver certificates make available for the Debentures in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names as the Depositary shall direct.delivery

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, , (i) the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee. (ii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositaryClearing Agency, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Regular TrusteesTrustees and the Clearing Agency will act as Depository for the Debentures. The Company Issuer upon any such presentation presentation, shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depositary; and (ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nomineenominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceled, will be executed by the Issuer and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. (iiib) Except under as provided in (c) below, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the limited circumstances described in the next paragraphDepositary, Debentures represented or to a successor Depositary selected or approved by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formIssuer or to a nominee of such successor Depositary. (ivc) In If at any time the event that (i) DTC Depositary notifies the Company Issuer that it is unwilling or unable to continue as a Depositary for the Global Debentures or if at any time DTC ceases to the Depositary for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and the Company does not appoint a successor Depositary for such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the CompanyIssuer will execute, and, subject to Section 2.8 of the Indenture, the Trustee, upon written notice from the Issuer, will authenticate and deliver the Debentures in definitive registered form, in its sole discretionauthorized denominations, executes and delivers in an aggregate principal amount equal to the Trustee principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Issuer may at any time determine that the Debentures shall no longer be represented by a Company Order Global Debenture. In such event the Issuer will execute, and subject to Section 2.8 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Issuer, will authenticate and deliver the Debentures in definitive registered form, in authorized denominations, and in an aggregate principal amount equal to the effect that principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to canceled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depositary shall directfor delivery to the Persons in whose names such Debentures are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), ---------------- to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Seventh Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depositary; and (ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee. nominee (iii"Non Book-Entry Preferred Securities") Except under will be deemed to ----------------------------------- represent beneficial interests in Debentures presented to the limited circumstances described Trustee by the Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the next paragraph, Debentures represented by name of the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In holder of the event that (i) DTC notifies Preferred Security Certificate or the Company that it is unwilling or unable to continue as a Depositary for transferee of the Global Debentures or if at any time DTC ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days holder of such notification or of the Company becoming aware of DTC's ceasing to be so registeredPreferred Security Certificate, as the case may be, (ii) with an aggregate principal amount equal to the Companyaggregate liquidation amount of the Preferred Security Certificate cancelled, in its sole discretion, executes will be executed by the Company and delivers delivered to the Trustee a Company Order for authentication and delivery in accordance with the Indenture and this Third Supplemental Indenture. Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the effect that such Trustee will be deemed to have been cancelled. (b) A Global Debenture shall may be so exchangeable transferred, in whole but not in part, only to another nominee of the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, a successor Depositary selected or approved by the Company shall prepare and deliver certificates for the Debentures in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant or to the preceding sentence shall be exchangeable for Debentures registered in a nominee of such names as the Depositary shall directsuccessor Depositary.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depositary; and (ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee. nominee (iii"Non Book-Entry Preferred Securities") Except under will be deemed to represent beneficial interests in Debentures presented to the limited circumstances described Trustee by the Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the next paragraph, Debentures represented by name of the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In holder of the event that (i) DTC notifies Preferred Security Certificate or the Company that it is unwilling or unable to continue as a Depositary for transferee of the Global Debentures or if at any time DTC ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days holder of such notification or of the Company becoming aware of DTC's ceasing to be so registeredPreferred Security Certificate, as the case may be, (ii) with an aggregate principal amount equal to the Companyaggregate liquidation amount of the Preferred Security Certificate cancelled, in its sole discretion, executes will be executed by the Company and delivers delivered to the Trustee a Company Order for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the effect that such Trustee will be deemed to have been cancelled. (b) A Global Debenture shall may be so exchangeable transferred, in whole but not in part, only to another nominee of the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, a successor Depositary selected or approved by the Company shall prepare and deliver certificates for the Debentures in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant or to the preceding sentence shall be exchangeable for Debentures registered in a nominee of such names as the Depositary shall directsuccessor Depositary.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee.: (ii1) Upon the occurrence if any Preferred Securities are held in book-entry form ("Book-Entry Preferred Securities"), a Like Amount of a Dissolution Event, the Definitive Debentures in certificated form shall be presented to the Trustee (if an arrangement with the Depositary has been maintained) by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding one or more Global Debentures (a "Global Debenture"as may be required pursuant to Section 2.06), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative Trustees. The ; the Company upon any such presentation shall execute a one or more Global Debenture Debentures in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the this Indenture. Payments ; and payments on the Debentures issued as a Global Debenture will be made to the Depositary Depositary; and (2) if any Preferred Securities are held in certificated form, the related Definitive Debentures may be presented to the Trustee, by the Property Trustee and any Preferred Security certificates which represent Preferred Securities other than Book-Entry Preferred Securities ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security certificates are presented to the Debenture registrar for the Debentures for transfer or its nomineereissuance, at which time such Preferred Security certificates will be canceled, and a Debenture in a Like Amount, registered in the name of the holder of the Preferred Security certificate or the transferee of the holder of such Preferred Security certificate, as the case may be, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with this Indenture; and upon the issuance of such Debentures, Preferred Security certificates with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be canceled. (iiib) Except under The Global Debentures shall respectively represent the limited circumstances described aggregate amount of outstanding Debentures of a series from time to time endorsed thereon; provided, however, that the aggregate principal amount of outstanding Debentures represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Debenture to reflect the amount of any increase or decrease in the next paragraph, aggregate principal amount of outstanding Debentures of a series represented thereby shall be made by the Global Debenture will not be exchangeable forTrustee, and will not otherwise be issuable as, Debentures in definitive formaccordance with instructions given by the Company as required by this Section 2.04. (ivc) In The Global Debentures may be transferred, in whole but not in part, only to the event that Depositary, to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (id) DTC If at any time the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for or the Global Debentures or if at any time DTC ceases Depositary has ceased to be a clearing agency registered as such under the Securities Exchange Act of 1934Act, as amendedand, and the Company does not appoint in each case, a successor Depositary is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the CompanyCompany will execute, and the Trustee, upon receipt of a Company Order, will authenticate and make available for delivery the Definitive Debentures, in its sole discretionauthorized denominations, executes and delivers in an aggregate principal amount equal to the Trustee principal amount of the Global Debenture, in exchange for such Global Debenture. If there is a Default or an Event of Default, the Depositary shall have the right to exchange the Global Debentures for Definitive Debentures. In addition, the Company may at any time determine that the Debentures of a series shall no longer be represented by a Global Debenture. In the event of such an Event of Default or such a determination, the Company shall execute, and subject to Section 2.06, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company and a Company Order Order, will authenticate and make available for delivery the Definitive Debentures, in authorized denominations, and in an aggregate principal amount equal to the effect that principal amount of the Global Debenture, in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Definitive Debentures, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to canceled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Definitive Debentures issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Definitive Debentures to the Depositary shall directfor delivery to the Persons in whose names such Definitive Debentures are so registered.

Global Debenture. (a) If the Company shall establish pursuant to Section 2.01 that the Debentures of a particular series are to be issued as one or more Global Debentures, then the Company shall execute and the Trustee shall in accordance with Section 2.04, authenticate and deliver, one or more Global Debentures which (i) If distributed shall represent, and shall be denominated in an aggregate amount equal to holders the aggregate Principal amount of, all of Capital Securities in connection with a Dissolution Eventthe Outstanding Debentures of such series, the Debentures will (ii) shall be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee. , (iiiii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "Except as otherwise provided in- Section 2.11 of the Regular Trustees. The Company upon any such presentation shall execute a Global Indenture, this Debenture may be transferred, in such aggregate principal amount and deliver the same whole but not in part, only to the Trustee for authentication and delivery in accordance with the Indenture. Payments on the Debentures issued as a Global Debenture will be made to another nominee of the Depositary or its nomineeto a successor Depositary or to a nominee of such successor Depositary." (b) Notwithstanding the provisions of Section 2.05, the Global Debenture of a series may be transferred, in whole but not in part and in the manner provided in Section 2.05, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. (iiic) Except under If at any time the limited circumstances described in the next paragraph, Depositary for a series of Debentures represented by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In the event that (i) DTC notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures such series or if at any time DTC ceases to the Depositary for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934Act, as amended, or other applicable statute or regulation and the Company does not appoint a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) this Section 2.11 shall no longer be applicable to the Debentures of such series and the Company will execute, and subject to Section 2.05, the Trustee will authenticate and make available for delivery Debentures of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debentures of such series in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures of any series shall no longer be represented by one or more Global Debentures and that the provisions of this Section 2.11 shall no longer apply to the Debentures of such series. In such event the Company will execute and subject to Section 2.05, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee a Company Order to principal amount of the effect that Global Debentures of such Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, the Company shall prepare and deliver certificates for the Debentures series in exchange for beneficial interests in such Global Debentures. Upon the exchange of the Global DebentureDebentures for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debentures shall be canceled by the Trustee. Any Such Debentures in definitive registered form issued in exchange for the Global Debenture that is exchangeable Debentures pursuant to the preceding sentence this Section 2.11(c) shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depositary shall directfor delivery to the persons in whose names such Debentures are so registered.

Global Debenture. (ia) If distributed the Company shall establish pursuant to holders of Capital Securities in connection with a Dissolution Event, Section 2.01 that the Debentures will of a particular series are to be issued in the form of whole as one or more global Global Debentures, then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, one or more Global Debentures registered in the name of the Depositary or its nominee. which (ii) Upon the occurrence of a Dissolution Eventi)shall represent, the Debentures in certificated form and shall be presented to the Trustee by the Property Trustee in exchange for a global Debenture denominated in an aggregate principal amount equal to the aggregate principal amount of, all of all outstanding the Outstanding Debentures of such series, (a "Global Debenture"), to ii)shall be registered in the name of the Depositary, Depository or its nominee, and (iii)shall be delivered by the Trustee to the Depositary (Depository or its custodian) for crediting to the accounts of its participants pursuant to the instructions Depository's instruction and (iv)shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.11 of the Regular Trustees. The Company upon any Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depository or to a successor Depository or to a nominee of such presentation shall execute a successor Depository." (b) Notwithstanding the provisions of Section 2.07, unless and until it is exchanged in whole or in part for Debentures in definitive registered form the Global Debenture or Debentures of a series may be transferred, in whole but not in part and in the manner provided in Section 2.07, only to another nominee of the Depository for such aggregate principal amount and deliver series, or to a successor Depository for such series selected or approved by the same Company or to the Trustee for authentication and delivery in accordance with the Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary or its nomineenominee of such successor Depository. (iiic) Except under If at any time the limited circumstances described in the next paragraph, Depository for a series of Debentures represented by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In the event that (i) DTC notifies the Company that it is unwilling or unable to continue as a Depositary Depository for the Global Debentures such series or if at any time DTC ceases to the Depository for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934Act, as amended, or other applicable statute or regulation and a successor Depository for such series is not appointed by the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) this Section 2.11 shall no longer be applicable to the Debentures of such series and the Company will execute, and subject to Section 2.07, the Trustee will authenticate and deliver Debentures of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debentures of such series in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures of any series shall no longer be represented by one or more Global Debentures and that the provisions of this Section 2.11 shall no longer apply to the Debentures of such series. In such event the Company will execute and subject to Section 2.07, the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and make available for delivery Debentures of such series in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee a Company Order to principal amount of the effect that Global Debentures of such Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, the Company shall prepare and deliver certificates for the Debentures series in exchange for beneficial interests in such Global Debentures. Upon the exchange of the Global DebentureDebentures for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debentures shall be canceled by the Trustee. Any Such Debentures in definitive registered form issued in exchange for the Global Debenture that is exchangeable Debentures pursuant to the preceding sentence this Section 2.11(c) shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the persons in whose names such Debentures are so registered.

Global Debenture. (i) If distributed additional Debentures are issuable in global form, then, such Debenture shall represent such of the outstanding Debentures of such series as shall be specified therein and may provide that it shall represent the aggregate amount of outstanding Debentures from time to holders time endorsed thereon and that the aggregate amount of Capital Securities outstanding Debentures represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Debenture in connection with a Dissolution Eventglobal form to reflect the amount, or any increase or decrease in the amount, of outstanding Debentures represented thereby shall be made by the Trustee in such manner and upon instructions given by such person or persons as shall be specified in such Debenture or by the Bank. Subject to the provisions of Section 2.9 and, if applicable, Section 2.10, the Debentures will be issued Trustee shall deliver and redeliver any Debenture in global form in the form of one manner and upon written instructions given by the person or more global Debentures registered persons specified in such Debenture or by the name of Bank. Any instructions by the Depositary Bank with respect to endorsement or its nominee. (ii) Upon the occurrence delivery or redelivery of a Dissolution Event, the Debentures Debenture in certificated global form shall be presented to the Trustee by the Property Trustee in exchange for a global writing. Payment of principal of and any interest in any Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation global form shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture. Payments on the Debentures issued as a Global Debenture will be made to the person or persons specified therein. The owner of beneficial interests in any global Debenture shall not be considered a holder and shall have no rights as such under this Trust Indenture with respect to any global Debenture held on such owner's behalf by a Depositary designated as such by the Bank, and such Depositary may be treated by the Bank, the Trustee, and any agent of the Bank or the Trustee as the sole holder and owner of such global Debenture for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Bank, the Trustee or any agent of the Bank or the Trustee from giving effect to any written certificate, proxy or other authorization furnished by a Depositary, or impair, as between a Depositary and its nominee. (iii) Except participants in any global Debenture, the operation of customary practices governing the exercise of the rights of a holder of a Debenture of any series, including, without limitation, the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action that a holder is entitled to give or to take under this Trust Indenture. Neither the limited circumstances described Bank, the Trustee nor any agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a global Debenture or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. In respect of any Depositary in the next paragraphUnited States of America designated pursuant to section 2.7 for a global Debenture, Debentures represented by such Depositary must, at the Global Debenture will not be exchangeable fortime of its designation, and will not otherwise be issuable asat all times while it serves as Depositary, Debentures in definitive form. (iv) In the event that (i) DTC notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures or if at any time DTC ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amendedamend▇▇, and the Company does not appoint a successor Depositary within 90 days of such notification ▇▇▇ ▇▇▇ ▇▇▇▇▇ applicable statute or of the Company becoming aware of DTC's ceasing to be so registered, as the case may be, (ii) the Company, in its sole discretion, executes and delivers to the Trustee a Company Order to the effect that such Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, the Company shall prepare and deliver certificates for the Debentures in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names as the Depositary shall directregulation.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, , (i) the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee. (ii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "“Global Debenture"”), to be registered in the name of the DepositaryClearing Agency, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Regular TrusteesTrustees and the Clearing Agency will act as Depositary for the Debentures. The Company Issuer upon any such presentation presentation, shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depositary; and (ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate that represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nomineenominee (“Non Book-Entry Preferred Securities”) will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceled, will be executed by the Issuer and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. (iiib) Except under as provided in (c) below, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the limited circumstances described in the next paragraphDepositary, Debentures represented or to a successor Depositary selected or approved by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formIssuer or to a nominee of such successor Depositary. (ivc) In If at any time the event that (i) DTC Depositary notifies the Company Issuer that it is unwilling or unable to continue as a Depositary for the Global Debentures or if at any time DTC ceases to the Depositary shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and the Company does not appoint a successor Depositary for such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the CompanyIssuer will execute, and, subject to Section 2.8 of the Indenture, the Trustee, upon written notice from the Issuer, will authenticate and deliver the Debentures in definitive registered form, in its sole discretionauthorized denominations, executes and delivers in an aggregate principal amount equal to the Trustee principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Issuer may at any time determine that the Debentures shall no longer be represented by a Company Order Global Debenture. In such event the Issuer will execute, and subject to Section 2.8 of the Indenture, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Issuer, will authenticate and deliver the Debentures in definitive registered form, in authorized denominations, and in an aggregate principal amount equal to the effect that principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to canceled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depositary shall directfor delivery to the Persons in whose names such Debentures are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Convertible Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Convertible Debentures (a "Global Debenture"), to be registered in the name of the DepositaryDTC, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) DTC for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Convertible Debentures issued as a Global Debenture will be made to DTC; and (ii) if any Convertible Preferred Securities are held in non book- entry certificated form, any Convertible Preferred Security Certificate which represents Convertible Preferred Securities other than Convertible Preferred Securities held by the Depositary Clearing Agency or its nominee. nominee (iii"Non Book-Entry Convertible Preferred Securities") Except under will be deemed to represent beneficial interests in Convertible Debentures having an aggregate principal amount equal to the limited circumstances described aggregate liquidation amount of the Non Book-Entry Convertible Preferred Securities until such Convertible Preferred Security Certificates are presented to the Debenture Registrar for transfer or reissuance at which time such Convertible Preferred Security Certificates will be cancelled and a Debenture, registered in the next paragraph, Debentures represented by name of the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In holder of the event that (i) DTC notifies Convertible Preferred Security Certificate or the Company that it is unwilling or unable to continue as a Depositary for transferee of the Global Debentures or if at any time DTC ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days holder of such notification or of the Company becoming aware of DTC's ceasing to be so registeredConvertible Preferred Security Certificate, as the case may be, (ii) with an aggregate principal amount equal to the Companyaggregate liquidation amount of the Convertible Preferred Security Certificate cancelled, in its sole discretion, executes will be executed by the Company and delivers delivered to the Trustee a Company Order for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Convertible Debentures, Convertible Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the effect that such Trustee will be deemed to have been cancelled. (b) A Global Debenture shall may be so exchangeable transferred, in whole but not in part, only to another nominee of DTC, or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, a successor depositary selected or approved by the Company shall prepare and deliver certificates for the Debentures in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant or to the preceding sentence shall be exchangeable for Debentures registered in a nominee of such names as the Depositary shall directsuccessor depositary.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to or upon the order of the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depositary; and (ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nominee. nominee (iii"Non Book-Entry Preferred Securities") Except under will be deemed to represent beneficial interests in Debentures presented to the limited circumstances described Trustee by the Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the next paragraph, Debentures represented by name of the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In holder of the event that (i) DTC notifies Preferred Security Certifi- cate or the Company that it is unwilling or unable to continue as a Depositary for transferee of the Global Debentures or if at any time DTC ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days holder of such notification or of the Company becoming aware of DTC's ceasing to be so registeredPreferred Security Certificate, as the case may be, (ii) with an aggregate principal amount equal to the Companyaggregate liquidation amount of the Preferred Security Certificate cancelled, in its sole discretion, executes will be executed by the Company and delivers delivered to the Trustee a Company Order for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Upon the issuance of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the effect that such Trustee will be deemed to have been cancelled. (b) A Global Debenture shall may be so exchangeable transferred, in whole but not in part, only to another nominee of the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, a successor Depositary selected or approved by the Company shall prepare and deliver certificates for the Debentures in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant or to the preceding sentence shall be exchangeable for Debentures registered in a nominee of such names as the Depositary shall directsuccessor Depositary.

Global Debenture. (ia) If distributed to holders of Capital Securities in The Depository Trust Company shall serve as the initial Depository for the Debentures. (b) In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositaryDepository, or its nominee, and delivered by the Property Trustee to the Depositary (or its custodian) Depository for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture. The Trustee, upon receipt of such Global Debenture, together with an Officers' Certificate requesting authentication, will authenticate such Global Debenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary or its nominee.Depository; and (iii) Except under the limited circumstances described in the next paragraph, Debentures represented by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In the event that (i) DTC notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures or if at any time DTC ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days of such notification or of the Company becoming aware of DTC's ceasing to be so registered, as the case may be, (ii) if any Capital Securities are held in non book-entry certificated form, the Company, Debentures in its sole discretion, executes and delivers certificated form may be presented to the Trustee a Company Order by the Property Trustee and any Capital Security Certificate which represents Capital Securities other than Capital Securities held by the Depository or its nominee ("Non Book-Entry Capital Securities") will be deemed to the effect that such Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, the Company shall prepare and deliver certificates for the Debentures in exchange for represent beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant Debentures presented to the preceding sentence shall be exchangeable for Debentures registered in Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Capital Securities until such names as Capital Security Certificates are presented to the Depositary shall direct.Property

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Convertible Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Convertible Debentures (a "Global DebentureGLOBAL DEBENTURE"), to be registered in the name of the DepositaryDTC, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) DTC for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Convertible Debentures issued as a Global Debenture will be made to DTC; and (ii) if any Trust Preferred Securities are held in non book-entry certificated form, any Trust Preferred Security Certificate which represents Trust Preferred Securities other than Trust Preferred Securities held by the Depositary Clearing Agency or its nominee. nominee (iii"NON BOOK-ENTRY TRUST PREFERRED SECURITIES") Except under will be deemed to represent beneficial interests in Convertible Debentures having an aggregate principal amount equal to the limited circumstances described aggregate liquidation amount of the Non Book-Entry Trust Preferred Securities until such Trust Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Trust Preferred Security Certificates will be cancelled and a Debenture, registered in the next paragraph, Debentures represented by name of the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In holder of the event that (i) DTC notifies Trust Preferred Security Certificate or the Company that it is unwilling or unable to continue as a Depositary for transferee of the Global Debentures or if at any time DTC ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days holder of such notification or of the Company becoming aware of DTC's ceasing to be so registeredTrust Preferred Security Certificate, as the case may be, (ii) with an aggregate principal amount equal to the Companyaggregate liquidation amount of the Trust Preferred Security Certificate cancelled, in its sole discretion, executes will be executed by the Company and delivers delivered to the Trustee a Company Order for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Convertible Debentures, Convertible Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the effect that such Trustee will be deemed to have been cancelled. (b) A Global Debenture shall may be so exchangeable transferred, in whole but not in part, only to another nominee of DTC, or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, a successor depositary selected or approved by the Company shall prepare and deliver certificates for the Debentures in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant or to the preceding sentence shall be exchangeable for Debentures registered in a nominee of such names as the Depositary shall directsuccessor depositary.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "“Global Debenture"”), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative Trustees. In such case, the Trustee shall act as the Global Exchange Agent. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depositary; and (ii) if any Capital Securities are held in non book-entry certificated form (“Non Book-Entry Capital Securities”), the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Capital Security Certificate which represents Non Book-Entry Capital Securities will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Capital Securities until such Capital Security Certificates are presented to the Security Registrar of the Debentures for transfer or its nomineereissuance, at which time such Non Book-Entry Capital Security Certificates will be canceled and a Debenture, registered in the name of the holder of the Capital Security Certificate or the transferee of the holder of such Capital Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Capital Security Certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Any Debentures exchanged for Capital Securities represented by a Capital Securities Certificate bearing the legend set forth in Section 5.4 of the Declaration shall bear such legend and the last paragraph of such Section 5.4 shall apply, mutatis mutandis, to such Debentures. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. (iiib) A Global Debenture may be transferred, in whole but not in part, only by the Depositary to another nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. The Depositary shall initially be The Depository Trust Company, New York, New York. (c) Except under the limited circumstances described as otherwise provided in the next paragraphor pursuant to this First Supplemental Indenture, Debentures represented by the a Global Debenture will not shall be exchangeable for, and will not otherwise be issuable as, for Debentures in definitive form. (iv) In the event that registered form only if (i) DTC the Depositary notifies the Company that it is unwilling or unable to continue as Depositary and a successor Depositary for is not appointed by the Global Debentures Company within 90 days of the date the Company is so informed in writing or if at any time DTC becomes aware of such condition, (ii) the Depository ceases to be a clearing agency registered as such a “clearing agency” under the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days of such notification or of the Company becoming aware of DTC's ceasing to be so registered, as the case may be, (ii) the Company, in its sole discretion, executes and delivers to the Trustee a Company Order to the effect that such Global Debenture shall be so exchangeable or (iii) an Event of Default Default, as defined in the Indenture, has occurred and is continuing with respect to the Debentures, or (iv) the Company, in its sole discretion, determines that the Debentures shall no longer be represented by such Global Debenture. Upon the occurrence of any of (i) through (iv) above, the Company shall prepare execute and, subject to Article II of the Indenture, the Trustee, upon Company Order, shall authenticate and deliver certificates for the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for beneficial interests in the such Global Debenture. Any In the event the Company determines that the Debentures shall no longer be represented by a Global Debenture that is exchangeable pursuant to clause (iv) above, the preceding sentence Company shall execute and, subject to Section 3.05 of the Indenture, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Company, shall authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be exchangeable canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for Debentures the Global Debenture shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debt Securities to the Depositary shall directfor delivery to the Persons in whose names such Debt Securities are so registered.

Global Debenture. For purposes of the Debentures only, Section 205 of the Indenture is hereby amended to read in its entirety as provided in this Section 2.4: (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositaryDepository, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) Depository for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depository; and (ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nomineenominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. (iiib) Except under Unless and until it is exchanged for the limited circumstances described Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the next paragraphDepository, Debentures represented or to a successor Depository selected or approved by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formCompany or to a nominee of such successor Depository. (ivc) In If at any time the event that (i) DTC Depository notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures Depository or if at any time DTC ceases that the Depository for such series is required to be a clearing agency registered as under the Securities Exchange Act of 1934, such Depository shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series is not appointed by the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the Company will execute, and, subject to Article III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company Order will execute, and subject to Section 301 of the Indenture, the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the effect that principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to cancelled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names as the Depositary shall direct.and in such authorized

Global Debenture. (ia) If distributed the Company shall establish pursuant to holders of Capital Securities in connection with a Dissolution Event, Section 2.1 that the Debentures will of a particular series are to be issued in the form of as one or more global Global Debentures, then the Company shall execute and the Trustee shall, in accordance with Section 2.4, authenticate and deliver, one or more Global Debentures which shall represent, and shall be denominated in an aggregate amount equal to the aggregate principal amount of, all of the Outstanding Debentures of such series, shall be registered in the name of the Depositary or its nominee. (ii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions Depositary's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.11 of the Regular Trustees. The Company upon any such presentation shall execute a Global Indenture, this Debenture may be transferred, in such aggregate principal amount and deliver the same whole but not in part, only to the Trustee for authentication and delivery in accordance with the Indenture. Payments on the Debentures issued as a Global Debenture will be made to another nominee of the Depositary or its nomineeto a successor Depositary or to a nominee of such successor Depositary." (b) Notwithstanding the provisions of Section 2.5, the Global Debenture of a series may be transferred, in whole but not in part and in the manner provided in Section 2.5, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. (iiic) Except under If at any time the limited circumstances described in the next paragraph, Depositary for a series of Debentures represented by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In the event that (i) DTC notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures such series or if at any time DTC ceases to the Depositary for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934Act, as amended, or other applicable statute or regulation and the Company does not appoint a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) this Section 2.11 shall no longer be applicable to the Debentures of such series and the Company will execute, and subject to Section 2.5, the Trustee will authenticate and make available for delivery Debentures of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debentures of such series in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures of any series shall no longer be represented by one or more Global Debentures and that the provisions of this Section 2.11 shall no longer apply to the Debentures of such series. In such event the Company will execute and subject to Section 2.5, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee a Company Order to principal amount of the effect that Global Debentures of such Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, the Company shall prepare and deliver certificates for the Debentures 29 series in exchange for beneficial interests in such Global Debentures. Upon the exchange of the Global DebentureDebentures for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debentures shall be canceled by the Trustee. Any Such Debentures in definitive registered form issued in exchange for the Global Debenture that is exchangeable Debentures pursuant to the preceding sentence this Section 2.11 shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depositary shall directfor delivery to the persons in whose names such Debentures are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures except for the aggregate principal amount of Debentures to be issued pursuant to subparagraph (ii) below (a "Global Debenture"), to be registered in the name of the DepositaryClearing Agency, or its nominee, and delivered by the Institutional Trustee to the Depositary (or its custodian) Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Clearing Agency; and (ii) any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nomineenominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in the Debentures presented to the Trustee by the Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture to such holder. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled. (iiib) Except under Unless and until it is exchanged for the limited circumstances described Debentures in registered form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the next paragraphClearing Agency, Debentures represented or to a successor Clearing Agency selected or approved by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formCompany or to a nominee of such successor Clearing Agency. (ivc) In If at any time the event that (i) DTC Clearing Agency notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures Clearing Agency or if at any time DTC ceases to the Clearing Agency for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Clearing Agency for such series is not appointed by the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the Company will execute, and, subject to Article III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee a Company Order to principal amount of the effect that Global Debenture in exchange for such Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to the DebenturesDebenture. In addition, the Company shall prepare and deliver certificates for may at any time determine that the Debentures in exchange for beneficial interests in the shall no longer be represented by Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in In such names as the Depositary shall direct.event

Global Debenture. (a) In connection with a liquidation, (i) If distributed to holders of Capital Securities in connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee. (ii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company Company, upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depositary; and (ii) if any Capital Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Capital Security Certificate which represents Capital Securities other than Capital Securities held by the Clearing Agency or its nomineenominee ("Non Book-Entry Capital Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate Liquidation Amount of the Non Book-Entry Capital Securities until such Capital Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Capital Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Capital Security Certificate or the transferee of the holder of such Capital Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled. (iiib) Except under A Global Debenture may be transferred, in whole but not in part, only to another nominee of the limited circumstances described in the next paragraphDepositary, Debentures represented or to a successor Depositary selected or approved by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formCompany or to a nominee of such successor Depositary. (ivc) In If at any time the event that (i) DTC Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures or if at any time DTC ceases to the Depositary for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and the Company does not appoint a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the Company will execute, and, subject to Article III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and make available for delivery the Debentures in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Company Order will execute, and subject to Section 3.5 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the effect that principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to cancelled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary shall directfor delivery to the Persons in whose names such Securities are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositaryDepository Institution, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) Depository Institution for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depository Institution; and (ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Depository Institution or its nomineenominee ("Non Book- Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security registrar for transfer or reissuance, at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled. (iiib) Except under A Global Debenture may be transferred, in whole but not in part, only to another nominee of the limited circumstances described in the next paragraphDepository Institution, Debentures represented or to a successor Depository Institution selected or approved by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formCompany or to a nominee of such successor Depository Institution. (ivc) In the event that If (i) DTC at any time the Depository Institution notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures Depository Institution or if at any time DTC ceases to the Depository Institution for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository Institution for such series is not appointed by the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the Company at any time determines that the Debentures shall no longer be solely represented by a Global Debenture or (iii) there shall have occurred an Event of Default, then the Company will execute, and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee a principal amount of the Global Debenture in exchange for such Global Debenture. In such event the Company Order will execute, and, subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the effect that principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to cancelled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary Depository Institution, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee. The Trustee shall deliver such Securities to the Depository Institution for delivery to the Persons in whose names such Securities are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee., (iii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Institutional Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositaryDepository Institution, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) Depository Institution for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Third Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depository Institution; and (ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be presented to the Trustee by the Institutional Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Depository Institution or its nomineenominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security registrar for transfer or reissuance, at which time such Preferred Security Certificates will be cancelled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Third Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled. (iiib) Except under A Global Debenture may be transferred, in whole but not in part, only to another nominee of the limited circumstances described in the next paragraphDepository Institution, Debentures represented or to a successor Depository Institution selected or approved by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formCompany or to a nominee of such successor Depository Institution. (ivc) In the event that If (i) DTC at any time the Depository Institution notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures Depository Institution or if at any time DTC ceases to the Depository Institution for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository Institution for such series is not appointed by the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the Company at any time determines that the Debentures shall no longer be solely represented by a Global Debenture or (iii) there shall have occurred an Event of Default, then the Company will execute, and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Debentures in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee a principal amount of the Global Debenture in exchange for such Global Debenture. In such event the Company Order will execute, and, subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the effect that principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to cancelled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary Depository Institution, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee. The Trustee shall deliver such Securities to the Depository Institution for delivery to the Persons in whose names such Securities are so registered.

Global Debenture. (a) In connection with a distribution of the Debentures to the holders of the Trust Securities pursuant to the Declaration: (i) If distributed to holders of Capital Securities in connection with a Dissolution Event, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee. (ii) Upon the occurrence of a Dissolution Event, the The Debentures in certificated form shall to be distributed to the holders of Preferred Securities may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate agg egate principal amount of all outstanding Outstanding Debentures of such series (a "Global Debenture"), to be registered in the name of the DepositaryDepository, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) Depository for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The Company Issuer upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary or its nomineeDepository. (iiiii) Except under If any Preferred Securities are held in non book-entry certificated form, the limited circumstances described Debentures in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the Depository or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled and a Debenture, registered in the next paragraphname of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceled, will be executed by the Issuer and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures represented with an equivalent aggregate principal amount that were presented by the Global Debenture Property Trustee to the Trustee will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formdeemed to have been canceled. (ivb) In Unless and until it is exchanged for Debentures in registered certificated form, a Global Debenture may be transferred, in whole but not in part, only by the event that Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository selected or approved by the Issuer or a nominee of such successor Depository. (ic) DTC If at any time the Depository for the Debentures notifies the Company Issuer that it is unwilling or unable to continue as a Depositary Depository for the Global Debentures or if at any time DTC ceases to the Depository for the Debentures shall no longer be registered or in good standing as a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at a time at which the Depository is required to be so registered to act as Depository for the Debentures, and the Company does not appoint a successor Depositary Depository for such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the CompanyIssuer will execute, and, subject to Article 3 of the Indenture, the Trustee, upon written notice from the Issuer, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Issuer, in its sole discretion, executes may at any time determine that the Debentures shall no longer be represented by a Global Debenture. In such event the Issuer will execute, and delivers subject to Article 3 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Issuer, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Trustee a Company Order to principal amount of the effect that Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to canceled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee in writing. The Trustee shall deliver such registered certificated Debentures in definitive form in exchange for the Global Debenture to the Depository for delivery to the Persons in whose names such Debentures are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, (i) if any Preferred Securities are held in book-entry form, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee. (ii) Upon the occurrence of a Dissolution Event, the related Debentures in certificated form shall be presented to the Trustee (if an arrangement with the Depositary has been maintained) by the Property Trustee in exchange for a one or more global Debenture Debentures in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Administrative Trustees. The Company upon any such presentation shall execute a one or more Global Debenture Debentures in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this Second Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary; and (ii) if any Preferred Securities are held in non book-entry certificated form, the related Debentures in certificated form may be presented to the Trustee by the Property Trustee and any certificate which represents Preferred Securities other than Preferred Securities in book-entry form held by the Depositary or its nomineenominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security certificates are presented to the Security Registrar for transfer or reissuance, at which time such Preferred Security certificates will be canceled and a Debenture, registered in the name of the holder of the Preferred Security certificate or the transferee of the holder of such Preferred Security certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Second Supplemental Indenture. Upon issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. (iiib) Except under A Global Debenture shall represent the limited circumstances described aggregate amount of outstanding Debentures from time to time endorsed thereon; provided, that the aggregate amount of outstanding Debentures represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges or redemptions. Any endorsement of a Global Debenture to reflect the amount of any increase or decrease in the next paragraph, amount of outstanding Debentures represented thereby shall be made by the Global Debenture will not be exchangeable forTrustee, and will not otherwise be issuable as, Debentures in definitive formaccordance with instructions given by the Company as required by this Section 2.4. (ivc) In A Global Debenture may be transferred, in whole but not in part, only to another nominee of the event that Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (d) If (i) DTC at any time the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures or if at any time DTC ceases to the Depositary for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934Act, as amendedor other applicable statute or regulation, and the Company does not appoint a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the Company at any time determines that the Debentures shall no longer be solely represented by a Global Debenture or (iii) there shall have occurred an Event of Default, then the Company shall execute, and, subject to Article II of the Indenture, the Trustee, upon written notice from the Company, shall authenticate and deliver the Debentures in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee principal amount of the Global Debenture, in exchange for such Global Debenture. In such event the Company shall execute, and, subject to Section 2.6 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company and a Company Order Order, shall authenticate and make available for delivery the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the effect that principal amount of the Global Debenture, in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to canceled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary shall directfor delivery to the Persons in whose names such Securities are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution Event, , (i) the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee. (ii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall may be presented to the Trustee by the Property Trustee in exchange for a global Debenture in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture"), to be registered in the name of the DepositaryClearing Agency, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) Clearing Agency for crediting to the accounts of its participants pursuant to the instructions of the Regular TrusteesTrustees and the Clearing Agency will act as Depositary for the Debentures. The Company Issuer upon any such presentation presentation, shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary Depositary; and (ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures may be presented to the Trustee by the Property Trustee and any Preferred Security Certificate that represents Preferred Securities other than Preferred Securities held by the Clearing Agency or its nomineenominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled and a Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceled, will be executed by the Issuer and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. (iiib) Except under as provided in (c) below, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the limited circumstances described in the next paragraphDepositary, Debentures represented or to a successor Depositary selected or approved by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive formIssuer or to a nominee of such successor Depositary. (ivc) In If at any time the event that (i) DTC Depositary notifies the Company Issuer that it is unwilling or unable to continue as a Depositary for the Global Debentures or if at any time DTC ceases to the Depositary for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and the Company does not appoint a successor Depositary for such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) the CompanyIssuer will execute, and, subject to Section 2.8 of the Indenture, the Trustee, upon written notice from the Issuer, will authenticate and deliver the Debentures in definitive registered form, in its sole discretionauthorized denominations, executes and delivers in an aggregate principal amount equal to the Trustee principal amount of the Global Debenture in exchange for such Global Debenture. In addition, the Issuer may at any time determine that the Debentures shall no longer be represented by a Company Order Global Debenture. In such event the Issuer will execute, and subject to Section 2.8 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Issuer, will authenticate and deliver the Debentures in definitive registered form, in authorized denominations, and in an aggregate principal amount equal to the effect that principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form, in authorized denominations, the Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to canceled by the Debentures, the Company shall prepare and deliver certificates for the Trustee. Such Debentures in definitive registered form issued in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depositary shall directfor delivery to the Persons in whose names such Debentures are so registered.

Global Debenture. (a) If the Company shall establish pursuant to Section 2.01 that the Debentures of a particular series are to be issued in whole as one or more Global Debentures, then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, one or more Global Debentures which (i) If distributed to holders of Capital Securities in connection with a Dissolution Eventshall represent, the Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee. (ii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form and shall be presented to the Trustee by the Property Trustee in exchange for a global Debenture denominated in an aggregate principal amount equal to the aggregate principal amount of, all of all outstanding the Outstanding Debentures of such series, (a "Global Debenture"), to ii) shall be registered in the name of the Depositary, Depository or its nominee, and (iii) shall be delivered by the Trustee to the Depositary (Depository or its custodian) for crediting to the accounts of its participants pursuant to the instructions Depository's instruction and (iv) shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.11 of the Regular Trustees. The Company upon any Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depository or to a successor Depository or to a nominee of such presentation shall execute a successor Depository." (b) Notwithstanding the provisions of Section 2.07, unless and until it is exchanged in whole or in part for Debentures in definitive registered form, the Global Debenture or Debentures of a series may be transferred, in whole but not in part and in the manner provided in Section 2.07, only to another nominee of the Depository for such aggregate principal amount and deliver series, or to a successor Depository for such series selected or approved by the same Company or to the Trustee for authentication and delivery in accordance with the Indenture. Payments on the Debentures issued as a Global Debenture will be made to the Depositary or its nomineenominee of such successor Depository. (iiic) Except under If at any time the limited circumstances described in the next paragraph, Depository for a series of Debentures represented by the Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Debentures in definitive form. (iv) In the event that (i) DTC notifies the Company that it is unwilling or unable to continue as a Depositary Depository for the Global Debentures such series or if at any time DTC ceases to the Depository for such series shall no longer be a clearing agency registered as such or in good standing under the Securities Exchange Act of 1934Act, as amended, or other applicable statute or regulation and a successor Depository for such series is not appointed by the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such notification or of the Company becoming aware of DTC's ceasing to be so registeredcondition, as the case may be, (ii) this Section 2.11 shall no longer be applicable to the Debentures of such series and the Company will execute and, subject to Section 2.07, the Trustee will authenticate and make available for delivery Debentures of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debentures of such series in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures of any series shall no longer be represented by one or more Global Debentures and that the provisions of this Section 2.11 shall no longer apply to the Debentures of such series. In such event the Company will execute and, subject to Section 2.07, the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and make available for delivery Debentures of such series in its sole discretiondefinitive registered form without coupons, executes in authorized denominations, and delivers in an aggregate principal amount equal to the Trustee a Company Order to principal amount of the effect that Global Debentures of such Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, the Company shall prepare and deliver certificates for the Debentures series in exchange for beneficial interests in such Global Debentures. Upon the exchange of the Global DebentureDebentures for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debentures shall be canceled by the Trustee. Any Such Debentures in definitive registered form issued in exchange for the Global Debenture that is exchangeable Debentures pursuant to the preceding sentence this Section 2.11(c) shall be exchangeable for Debentures registered in such names and in such authorized denominations as the Depositary Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee. The Trustee shall deliver such Debentures to the Depository for delivery to the persons in whose names such Debentures are so registered.

Global Debenture. (ia) If distributed to holders of Capital Securities in In connection with a Dissolution EventElection, (i) if any Capital Securities are held in book-entry form, the related Definitive Debentures will be issued in the form of one or more global Debentures registered in the name of the Depositary or its nominee. (ii) Upon the occurrence of a Dissolution Event, the Debentures in certificated form shall be presented to the Trustee (if an arrangement with the Depositary has been maintained) by the Property Trustee in exchange for a global Debenture one or more Global Debentures in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (a "Global Debenture")Debentures, to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary (or its custodian) for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees. The ; the Company upon any such presentation shall execute a one or more Global Debenture Debentures in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture. Payments ; and payments on the Debentures issued as a Global Debenture will be made to the Depositary Depositary; and (ii) if any Capital Securities are held in non-book-entry certificated form ("Non-Book-Entry Capital Securities"), the related Debentures may be presented to the Trustee by the Property Trustee and any Capital Security certificate which represents such (b) The Global Debentures shall represent the aggregate amount of outstanding Debentures from time to time endorsed thereon; provided, that the aggregate amount of outstanding Debentures represented thereby may from time to time be reduced or its nomineeincreased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Debenture to reflect the amount of any increase or decrease in the amount of outstanding Debentures represented thereby shall be made by the Trustee, at the Company's expense and in accordance with instructions given by the Company. (iiic) Except under the limited circumstances described in the next paragraph, Debentures represented by the A Global Debenture will may be transferred, in whole but not be exchangeable forin part, and will not otherwise be issuable asonly to another nominee of the Depositary, Debentures in definitive form. (iv) In the event that (i) DTC notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Debentures or if at any time DTC ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor Depositary within 90 days selected or approved by the Company or to a nominee of such notification or of the Company becoming aware of DTC's ceasing to be so registered, as the case may be, (ii) the Company, in its sole discretion, executes and delivers to the Trustee a Company Order to the effect that such Global Debenture shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to the Debentures, the Company shall prepare and deliver certificates for the Debentures in exchange for beneficial interests in the Global Debenture. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for Debentures registered in such names as the Depositary shall directsuccessor Depositary.