As Trustee Indenture (For Unsecured Subordinated Debentures relating to Trust Securities)

Exhibit 4(f)
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MIDAMERICAN ENERGY COMPANY

THE FIRST NATIONAL BANK OF CHICAGO,

As Trustee

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Indenture
(For Unsecured Subordinated Debentures
relating to Trust Securities)

Dated as of , 1996

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TABLE OF CONTENTS

PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

RECITAL OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE ONE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Definitions and Other Provisions of General Application. . . . . . . . 1
SECTION 101. Definitions. . . . . . . . . . . . . . . . . . . . . 1
Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Additional Interest Attributable to Taxes . . . . . . . . . . 2
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . .. . . . . . . . . . . . . . . . . 3
Authorized Officer. . . . . . . . . . . . . . . . . . . . . . 3
Board of Directors. . . . . . . . . . . . . . . . . . . . . . 3
Board Resolution. . . . . . . . . . . . . . . . . . . . . . . 3
Business Day. . . . . . . . . . . . . . . . . . . . . . . . . 3
Commission. . . . . . . . . . . . . . . . . . . . . . . . . . 4
Common Securities . . . . . . . . . . . . . . . . . . . . . . 4
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Company Request" or "Company Order. . . . . . . . . . . . . . 4
Corporate Trust Office. . . . . . . . . . . . . . . . . . . . 4
Corporation . . . . . . . . . . . . . . . . . . . . . . . . . 5
Defaulted Interest. . . . . . . . . . . . . . . . . . . . . . 5
Dollar, or "$ . . . . . . . . . . . . . . . . . . . . . . . . 5
Event of Default. . . . . . . . . . . . . . . . . . . . . . . 5
Governmental Authority. . . . . . . . . . . . . . . . . . . . 5
Government Obligations. . . . . . . . . . . . . . . . . . . . 5
Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Holder. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Interest Payment Date . . . . . . . . . . . . . . . . . . . . 6
Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . 6
Officer's Certificate . . . . . . . . . . . . . . . . . . . . 6
Opinion of Counsel. . . . . . . . . . . . . . . . . . . . . . 7
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . 7
Paying Agent. . . . . . . . . . . . . . . . . . . . . . . . . 8
Person. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Place of Payment. . . . . . . . . . . . . . . . . . . . . . . 8
Predecessor Security. . . . . . . . . . . . . . . . . . . . . 8

Preferred Securities. . . . . . . . . . . . . . . . . . . . . 8
Redemption Date . . . . . . . . . . . . . . . . . . . . . . . 9
Redemption Price. . . . . . . . . . . . . . . . . . . . . . . 9
Regular Record Date . . . . . . . . . . . . . . . . . . . . . 9
Responsible Officer . . . . . . . . . . . . . . . . . . . . . 9
Securities. . . . . . . . . . . . . . . . . . . . . . . . . . 9
Security Register" and "Security Registrar. . . . . . . . . . 9
Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . 9
Special Record Date . . . . . . . . . . . . . . . . . . . . . 10
Stated Maturity . . . . . . . . . . . . . . . . . . . . . . . 10
Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . 10
Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . 10
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
United States . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 102. Compliance Certificates and Opinions . . . . . . . . 11
SECTION 103. Form of Documents Delivered to Trustee . . . . . . . 12
SECTION 104. Acts of Holders. . . . . . . . . . . . . . . . . . . 13
SECTION 105. Notices, etc. to Trustee and Company . . . . . . . . 14
SECTION 106. Notice to Holders of Securities; Waiver. . . . . . . 15
SECTION 107. Conflict with Trust Indenture Act. . . . . . . . . . 16
SECTION 108. Effect of Headings and Table of Contents . . . . . . 16
SECTION 109. Successors and Assigns . . . . . . . . . . . . . . . 16
SECTION 110. Separability Clause. . . . . . . . . . . . . . . . . 16
SECTION 111. Benefits of Indenture. . . . . . . . . . . . . . . . 16
SECTION 112. Governing Law. . . . . . . . . . . . . . . . . . . . 16
SECTION 113. Legal Holidays . . . . . . . . . . . . . . . . . . . 16

ARTICLE TWO . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Security Forms.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 201. Forms Generally. . . . . . . . . . . . . . . . . . . 17
SECTION 202. Form of Trustee's Certificate of Authentication. . . 17

ARTICLE THREE .. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

The Securities.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 301. Amount Unlimited; Issuable in Series . . . . . . . . 18
SECTION 302. Denominations. . . . . . . . . . . . . . . . . . . . 22
SECTION 303. Execution, Authentication, Delivery and Dating . . . 22
SECTION 304. Temporary Securities . . . . . . . . . . . . . . . . 24
SECTION 305. Registration, Registration of Transfer and Exchange. 24
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities . . 25
SECTION 307. Payment of Interest; Interest Rights Preserved . . . 26

SECTION 308. Persons Deemed Owners. . . . . . . . . . . . . . . . 27
SECTION 309. Cancellation by Security Registrar . . . . . . . . . 28
SECTION 310. Computation of Interest. . . . . . . . . . . . . . . 28
SECTION 311. Extension of Interest Payment. . . . . . . . . . . . 28
SECTION 312. Additional Interest Attributable to Taxes. . . . . . 28
SECTION 313. Agreed Tax Treatment . . . . . . . . . . . . . . . . 26
SECTION 314. Extension of Maturity Date; Adjustment of
Maturity Date Upon an Exchange . . . . . . . . 29

ARTICLE FOUR . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Redemption of Securities . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 401. Applicability of Article . . . . . . . . . . . . . . 29
SECTION 402. Election to Redeem; Notice to Trustee. . . . . . . . 30
SECTION 403. Selection of Securities to Be Redeemed . . . . . . . 30
SECTION 404. Notice of Redemption . . . . . . . . . . . . . . . . 30
SECTION 405. Securities Payable on Redemption Date. . . . . . . . 32
SECTION 406. Securities Redeemed in Part. . . . . . . . . . . . . 32

ARTICLE FIVE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Sinking Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 501. Applicability of Article . . . . . . . . . . . . . . 32
SECTION 502. Satisfaction of Sinking Fund Payments
with Securities. . . . . . . . . . . . . . . . 33
SECTION 503. Redemption of Securities for Sinking Fund. . . . . . 33

ARTICLE SIX . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 601. Payment of Principal, Premium and Interest . . . . . 34
SECTION 602. Maintenance of Office or Agency. . . . . . . . . . . 34
SECTION 603. Money for Securities Payments to Be Held in Trust. . 35
SECTION 604. Corporate Existence. . . . . . . . . . . . . . . . . 36
SECTION 605. Maintenance of Properties. . . . . . . . . . . . . . 36
SECTION 606. Annual Officer's Certificate as to Compliance. . . . 37
SECTION 607. Waiver of Certain Covenants. . . . . . . . . . . . . 37
SECTION 608. Restriction on Payment of Dividends. . . . . . . . . 37
SECTION 609. Maintenance of Trust Existence . . . . . . . . . . . 38

ARTICLE SEVEN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

Satisfaction and Discharge . . . . . . . . . . . . . . . . . . . . . . 38

iii

SECTION 701. Defeasance . . . . . . . . . . . . . . . . . . . . . 38
SECTION 702. Satisfaction and Discharge of Indenture. . . . . . . 41
SECTION 703. Application of Trust Money . . . . . . . . . . . . . 41

ARTICLE EIGHT .. . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

Events of Default; Remedies. . . . . . . . . . . . . . . . . . . . . . 42
SECTION 801. Events of Default. . . . . . . . . . . . . . . . . . 42
SECTION 802. Acceleration of Maturity; Rescission and Annulment . 43
SECTION 803. Collection of Indebtedness and Suits for
Enforcement by Trustee. . . . . . . . . . . . 45
SECTION 804. Trustee May File Proofs of Claim . . . . . . . . . . 45
SECTION 805. Trustee May Enforce Claims Without Possession of
Securities. . . . . . . . . . . . . . . . . . 46
SECTION 806. Application Of Money Collected . . . . . . . . . . . 46
SECTION 807. Limitation on Suits. . . . . . . . . . . . . . . . . 47
SECTION 808. Unconditional Right of Holders to Receive Principal,
Premium and Interest. . . . . . . . . . . . . 47
SECTION 809. Restoration of Rights and Remedies . . . . . . . . . 48
SECTION 810. Rights and Remedies Cumulative . . . . . . . . . . . 48
SECTION 811. Delay or Omission Not Waiver . . . . . . . . . . . . 48
SECTION 812. Control by Holders of Securities . . . . . . . . . . 48
SECTION 813. Waiver of Past Defaults. . . . . . . . . . . . . . . 49
SECTION 814. Undertaking for Costs. . . . . . . . . . . . . . . . 49
SECTION 815. Waiver of Stay or Extension Laws . . . . . . . . . . 50

ARTICLE NINE. .. . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

The Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 901. Certain Duties and Responsibilities. . . . . . . . . 50
SECTION 902. Notice of Defaults . . . . . . . . . . . . . . . . . 50
SECTION 903. Certain Rights of Trustee. . . . . . . . . . . . . . 51
SECTION 904. Not Responsible for Recitals or Issuance
of Securities . . . . . . . . . . . . . . . . 52
SECTION 905. May Hold Securities. . . . . . . . . . . . . . . . . 52
SECTION 906. Money Held in Trust. . . . . . . . . . . . . . . . . 52
SECTION 907. Compensation and Reimbursement . . . . . . . . . . . 52
SECTION 908. Disqualification; Conflicting Interests. . . . . . . 53
SECTION 909. Corporate Trustee Required; Eligibility. . . . . . . 54
SECTION 910. Resignation and Removal; Appointment of Successor. . 54
SECTION 911. Acceptance of Appointment by Successor . . . . . . . 56
SECTION 912. Merger, Conversion, Consolidation or
Succession to Business . . . . . . . . . . . 57
SECTION 913. Preferential Collection of Claims
Against Company. . . . . . . . . . . . . . . 58
SECTION 914. Co trustees and Separate Trustees. . . . . . . . . . 58
SECTION 915. Appointment of Authenticating Agentq . . . . . . . . 59

ARTICLE TEN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

Holders' Lists and Reports by Trustee and Company. . . . . . . . . . . 62
SECTION 1001. Lists of Holders. . . . . . . . . . . . . . . . . . 62
SECTION 1002. Reports by Trustee and Company. . . . . . . . . . . 62

ARTICLE ELEVEN.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

Consolidation, Merger, Conveyance or Other Transfer . . . . . . . . . 62
SECTION 1101. Company May Consolidate, etc., Only
on Certain Terms.. . . . . . . . . . . . . . 62
SECTION 1102. Successor Corporation Substituted . . . . . . . . . 63

ARTICLE TWELVE.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

Supplemental Indentures. . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 1201. Supplemental Indentures Without
Consent of Holders. . . . . . . . . . . . . . 63
SECTION 1202. Supplemental Indentures With Consent of Holders . . 63
SECTION 1203. Execution of Supplemental Indentures. . . . . . . . 65
SECTION 1204. Effect of Supplemental Indentures . . . . . . . . . 67
SECTION 1205. Conformity With Trust Indenture Act . . . . . . . . 67
SECTION 1206. Reference in Securities to
Supplemental Indentures . . . . . . . . . . . 67
SECTION 1207. Modification Without Supplemental Indenture . . . . 67

ARTICLE THIRTEEN . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

Meetings of Holders; Action Without Meeting. . . . . . . . . . . . . . 68
SECTION 1301. Purposes for Which Meetings May Be Called . . . . . 68
SECTION 1302. Call, Notice and Place of Meetings. . . . . . . . . 68
SECTION 1303. Persons Entitled to Vote at Meetings. . . . . . . . 69
SECTION 1304. Quorum; Action. . . . . . . . . . . . . . . . . . . 69
SECTION 1305. Attendance at Meetings; Determination of Voting
Rights; Conduct and Adjournment of Meetings . 70
SECTION 1306. Counting Votes and Recording Action of Meetings . . 71
SECTION 1307. Action Without Meeting. . . . . . . . . . . . . . . 71

ARTICLE FOURTEEN . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

Immunity of Incorporators, Stockholders, Officers and Directors. . . . 72
SECTION 1401. Liability Solely Corporate. . . . . . . . . . . . . 72

ARTICLE FIFTEEN. . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

Subordination of Securities. . . . . . . . . . . . . . . . . . . . . . 72
SECTION 1501. Securities Subordinate to Senior Indebtedness . . . 72
SECTION 1502. Payment Over of Proceeds of Securities. . . . . . . 73
SECTION 1503. Disputes with Holders of Certain Senior
Indebtedness. . . . . . . . . . . . . . . . . 75
SECTION 1504. Subrogation . . . . . . . . . . . . . . . . . . . . 75
SECTION 1505. Obligation of the Company Unconditional . . . . . . 75
SECTION 1506. Priority of Senior Indebtedness Upon Maturity . . . 76
SECTION 1507. Trustee as Holder of Senior Indebtedness. . . . . . 76
SECTION 1508. Notice to Trustee to Effectuate Subordination . . . 76
SECTION 1509. Modification, Extension, etc. of Senior
Indebtedness. . . . . . . . . . . . . . . . . 77
SECTION 1510. Trustee Has No Fiduciary Duty to Holders
of Senior Indebtedness . . . . . . . . . . . . . . . . . 77
SECTION 1511. Paying Agents Other Than the Trustee. . . . . . . . 77
SECTION 1512. Rights of Holders of Senior Indebtedness
Not Impaired. . . . . . . . . . . . . . . . . 77
SECTION 1513. Effect of Subordination Provisions; Termination . . 78

-vi

MIDAMERICAN ENERGY COMPANY

Reconciliation and tie between Trust Indenture Act of 1939
and Indenture, dated as of , 1996

Trust Indenture Act Section Indenture Section

310 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .909
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .909
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .914
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .908
910
311 (a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .913
(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .913
(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .913
312 (a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1001
(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1001
(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1001
313 (a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1002
(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1002
(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1002
314 (a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1002
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .606
(b). . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .102
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .102
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(d). . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .102
315 (a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .901
903
(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .902
(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .901
(d). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .901
(e). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .814
316 (a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .812
813
(a)(1)(A). . . . . . . . . . . . . . . . . . . . . . . . . . . . .802
812
(a)(1)(B). . . . . . . . . . . . . . . . . . . . . . . . . . . . .813
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .808
317 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .803
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .804
(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .603
318 (a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .107

-vii-

INDENTURE, dated as of , 1996, between MIDAMERICAN
ENERGY COMPANY, a corporation duly organized and existing under the laws of
the State of Iowa (herein called the "Company"), having its principal office
at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, and THE FIRST
NATIONAL BANK OF CHICAGO, a national banking association, having its
principal corporate trust office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, as Trustee (herein called the "Trustee").

RECITAL OF THE COMPANY

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
subordinated debentures (herein called the "Securities"), in an unlimited
aggregate principal amount to be issued in one or more series as contemplated
herein; and all acts necessary to make this Indenture a valid agreement of the
Company have been performed.

For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires, capitalized terms used herein
shall have the meanings assigned to them in Article One of this Indenture.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. DEFINITIONS.

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

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

(b) all terms used herein without definition which are defined in the
Trust Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein;

(c) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in the United States, and, except as otherwise herein expressly
provided the term "generally accepted accounting principles" with respect
to any computation required or permitted hereunder shall mean such
accounting principles as are generally accepted in the United States at the
date of such computation or, at the election of the Company from time to
time, at the date of the execution and delivery of this Indenture;
provided, however, that in determining generally accepted accounting
principles applicable to the Company, the Company shall, to the extent
required, conform to any order, rule or regulation of any administrative
agency, regulatory authority or other governmental body having jurisdiction
over the Company; and

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

(e) certain terms, used principally in Article Nine, are defined in
that Article.

ACT:

The term "Act", when used with respect to any Holder of a Security,
has the meaning specified in Section 104.

ADDITIONAL INTEREST ATTRIBUTABLE TO DEFERRAL:

The term "Additional Interest Attributable to Deferral", means the
interest, if any, that shall accrue on any interest on the Securities of any
series the payment of which has not been made on the applicable Interest
Payment Date and which shall accrue at the rate per annum specified or
determined as specified in such Security.

ADDITIONAL INTEREST ATTRIBUTABLE TO TAXES:

The term "Additional Interest Attributable to Taxes" has the meaning
specified in Section 312.

AFFILIATE:

The term "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this
definition, "control" when used with respect to any specified Person means
the power to direct the management and policies of such Person, directly

or through one or more intermediaries, whether through the ownership of
voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

AUTHENTICATING AGENT:

The term "Authenticating Agent" means any Person (other than the
Company or an Affiliate of the Company) authorized by the Trustee pursuant to
Section 915 to act on behalf of the Trustee to authenticate one or more
series of Securities.

AUTHORIZED OFFICER:

The term "Authorized Officer" means the Chairman of the Board, the
President, any Vice President, the Treasurer, any Assistant Treasurer, or any
other officer or agent of the Company duly authorized by the Board of
Directors to act in respect of matters relating to this Indenture.

BOARD OF DIRECTORS:

The term "Board of Directors" means either the board of directors of
the Company or any committee thereof duly authorized to act in respect of
matters relating to this Indenture.

BOARD RESOLUTION:

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

BUSINESS DAY:

The term "Business Day", when used with respect to a Place of
Payment or any other particular location specified in the Securities or this
Indenture, means any day, other than a Saturday or Sunday, which is not a day
on which banking institutions or trust companies in such Place of Payment or
other location are generally authorized or required by law, regulation or
executive order to remain closed, except as may be otherwise specified as
contemplated by Section 301.

COMMISSION:

The term "Commission" means the Securities and Exchange Commission,
as from time to time constituted, created under the Securities Exchange Act
of 1934, as amended, or, if at any time after the date of execution and
delivery of this Indenture such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body, if
any, performing such duties at such time.

COMMON SECURITIES:

The term "Common Securities" means any common securities issued by a
Trust or similar securities issued by permitted successors to such Trust in
accordance with the Trust Agreement pertaining to such Trust.

COMPANY:

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

COMPANY REQUEST:

The term "Company Request" or "Company Order" means a written
request or order signed in the name of the Company by an Authorized Officer
and delivered to the Trustee.

CORPORATE TRUST OFFICE:

The term "Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate trust business shall be
principally administered, which office at the date of execution and delivery
of this Indenture is located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Corporate Trust Administration,
except that, with respect to presentation of the Securities for payment or
registration of transfers or exchanges and the location of the register, such
term means the office or agency of the Trustee at which at any particular
time its corporate agency business shall be conducted, which at the date of
original execution of this Indenture is located at c/o First Chicago Trust
Company of New York, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ - Window 2, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇.

CORPORATION:

The term "Corporation" means a corporation, association, company,
joint stock company or business trust.

DEFAULTED INTEREST:

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

DOLLAR:

The term "Dollar, or "$" means a dollar or other equivalent unit in
such coin or currency of the United States as at the time shall be legal
tender for the payment of public and private debts.

EVENT OF DEFAULT:

The term "Event of Default" has the meaning specified in Section 801.

GOVERNMENTAL AUTHORITY:

The term "Governmental Authority" means the government of the United
States or of any State or Territory thereof or of the District of Columbia or
of any county, municipality or other political subdivision of any or the
foregoing, or any department, agency, authority or other instrumentality of
any of the foregoing.

GOVERNMENT OBLIGATIONS:

The term "Government Obligations" means:

(a) direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the United States and
entitled to the benefit of the full faith and credit thereof; and

(b) certificates, depositary receipts or other instruments which
evidence a direct ownership interest in obligations described in clause (a)
above or in any specific interest or principal payments due in respect
thereof; provided, however, that the custodian of such obligations or
specific interest or principal payment shall be a bank or trust company
(which may include the Trustee or any Paying Agent) subject to Federal or
state supervision or examination with a combined capital and surplus of at
least $50,000,000; and provided,

further, that except as may be otherwise required by law, such custodian
shall be obligated to pay to the holders of such certificates,
depositary receipts or other instruments the full amount receive by such
custodian in respect of such obligations or specific payments and shall
not be permitted to make any deduction therefrom.

GUARANTEE:

The term "Guarantee" means the guarantee agreement delivered from the
Company to a Trust, for the benefit of the holders of Preferred Securities
issued by such Trust.

HOLDER:

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

INDENTURE:

The term "Indenture" means this instrument as originally executed
and delivered and as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of a
particular series of Securities established as contemplated by Section 301.

INTEREST PAYMENT DATE:

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

MATURITY DATE:

The term "Maturity Date", when used with respect to any Security,
means the date on which the principal of such Security or an installment of
principal becomes due and payable as provided in such Security or in this
Indenture, whether at the Stated Maturity, by declaration of acceleration, upon
call for redemption or otherwise.

OFFICER'S CERTIFICATE:

The term "Officer's Certificate" means a certificate signed by an
Authorized Officer and delivered to the Trustee.

OPINION OF COUNSEL:

The term "Opinion of Counsel" means a written opinion of
counsel, who may be counsel for the Company, or other counsel acceptable
to the Trustee.

OUTSTANDING:

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

(a) Securities theretofore canceled by the Trustee or delivered to
the Trustee for cancellation;

(b) Securities deemed to have been paid in accordance with Section
701; and

(c) Securities which have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it and the Company that such Securities are held by a bona
fide purchaser or purchasers in whose hands such Securities are valid
obligations of the Company;

provided, however, that in determining whether or not the Holders of the
requisite principal amount of the Securities Outstanding under this Indenture,
or the Outstanding Securities of any series, have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or whether or not
a quorum is present at a meeting of Holders of Securities, Securities owned by
the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor (unless the Company, such Affiliate or such
obligor owns all Securities Outstanding under this Indenture, or all Outstanding
Securities of each such series, as the case may be, determined without regard
to this provision) shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver or upon any such determination as to the presence of a quorum, only
Securities which the Trustee knows to be so owned shall be so
disregarded; provided, however, that Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee's right so to act with respect to
such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor;
and provided, further, that, in the case of any Security the principal of which
is payable from time to time without presentment or surrender, the principal
amount of such Security that shall be deemed to be Outstanding at any time for
all purposes of this

Indenture shall be the original principal amount thereof less the aggregate
amount of principal thereof theretofore paid.

PAYING AGENT:

The term "Paying Agent" means any Person, including the Company,
authorized by the Company to pay the principal of, and premium, if any, or
interest, if any, on any Securities on behalf of the Company.

PERSON:

The term "Person" means any individual, corporation, partnership,
joint venture, trust or unincorporated organization or any Governmental
Authority.

PLACE OF PAYMENT:

The term "Place of Payment", when used with respect to the Securities
of any series, means the place or places, specified as contemplated by Section
301, at which, subject to Section 602, principal of and premium, if any, and
interest, if any, on the Securities of such series are payable.

PREDECESSOR SECURITY:

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

PREFERRED SECURITIES:

The term "Preferred Securities" means any preferred securities issued
by a Trust or similar securities issued by permitted successors to such Trust
in accordance with the Trust Agreement pertaining to such Trust.

PROPERTY TRUSTEE:

The term "Property Trustee" has the meaning specified in each Trust
Agreement.

REDEMPTION DATE:

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

REDEMPTION PRICE:

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

REGULAR RECORD DATE:

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

RESPONSIBLE OFFICER:

The term "Responsible Officer", when used with respect to the Trustee,
means any officer of the Trustee assigned by the Trustee to administer its
corporate trust matters.

SECURITIES:

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

SECURITY REGISTER AND SECURITY REGISTRAR:

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

SENIOR INDEBTEDNESS:

The term "Senior Indebtedness" means all obligations (other than
non-recourse obligations and the indebtedness issued under this Indenture) of,
or guaranteed or assumed by, the Company for borrowed money, including both
senior and subordinated indebtedness for borrowed money (other than the
Securities), or for the payment of money relating to any lease which is
capitalized on the consolidated balance sheet of the Company and its
subsidiaries in accordance with generally accepted accounting principles as in
effect from time to time, or evidenced by bonds, debentures, notes or other
similar instruments, and in each case, amendments, renewals, extensions,
modifications and refundings of any such indebtedness or

obligations, whether existing as of the date of this Indenture or
subsequently incurred by the Company unless, in the case of any particular
indebtedness, renewal, extension or refunding, the instrument creating or
evidencing the same or the assumption or guarantee of the same expressly
provides that such indebtedness, renewal, extension or refunding is not
superior in right of payment to or is pari passu with the Securities;
provided that the Company's obligations under the Guarantee shall not be
deemed to be Senior Indebtedness.

SPECIAL RECORD DATE:

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

STATED MATURITY:

The term "Stated Maturity", when used with respect to any obligation
or any installment of principal thereof or interest thereon, means the date on
which the principal of such obligation or such installment of principal or
interest is stated to be due and payable (without regard to any provisions for
redemption, prepayment, acceleration, purchase or extension).

TRUST:

The term "Trust" means MidAmerican Energy Financing I, a statutory
business trust created under the laws of the State of Delaware, MidAmerican
Energy Financing II, a statutory business trust created under the laws of
Delaware, or any other Trust designated pursuant to Section 301 hereof or any
permitted successor under the Trust Agreement pertaining to such Trust.

TRUST AGREEMENT:

The term "Trust Agreement" means any agreement establishing a Trust,
in each case, among the Company, as Depositor, the trustees named therein and
several holders referred to therein as they may be amended from time to time.

TRUST INDENTURE ACT:

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

TRUSTEE:

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

UNITED STATES:

The term "United States" means the United States of America, its
Territories, its possessions and other areas subject to its political
jurisdiction.

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS. Except as
otherwise expressly provided in this Indenture, upon any application or
request by the Company to the Trustee to take any action under any provision
of this Indenture, the Company shall, if requested by the Trustee, furnish to
the Trustee an Officer's Certificate stating that all conditions precedent,
if any, provided for in this Indenture relating to the proposed action
(including any covenants compliance with which constitutes a condition
precedent) have been complied with and an Opinion of Counsel stating that in
the opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as
to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.

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

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

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

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

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

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case
where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.

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

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

Whenever, subsequent to the receipt by the Trustee of any Board
Resolution, Officer's Certificate, Opinion of Counsel or other document or
instrument, a clerical, typographical or other inadvertent or unintentional
error or omission shall be discovered therein, a new document or instrument may
be substituted therefor in corrected form with the same force and effect as if
originally filed in the corrected form and, irrespective of the date or dates of
the actual execution and/or delivery thereof, such substitute document or
instrument shall be deemed to have been executed and/or delivered as of the date
or dates required with respect to the document or instrument for which it is
substituted. Anything in this Indenture to the contrary notwithstanding, if any
such corrective document or instrument indicates that action has been taken by
or at the request of the Company which could not have been taken had the
original document or instrument not contained such error or omission, the action
so taken shall not be invalidated or otherwise rendered ineffective but shall be
and remain in full force and effect, except to the extent that such action was a
result of willful misconduct or bad faith. Without limiting the generality of
the foregoing, any Securities issued under the authority of such defective
document or instrument shall nevertheless be the valid obligations of the
Company entitled to the

benefits of this Indenture equally and ratably with all other Outstanding
Securities, except as aforesaid.

SECTION 104. ACTS OF HOLDERS.

(a) Any request, demand, authorization, direction, notice, consent,
election, waiver or other action provided by this Indenture to be made,
given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person
or by an agent duly appointed in writing or, alternatively, may be embodied
in and evidenced by the record of Holders voting in favor thereof, either
in person or by proxies duly appointed in writing, at any meeting of
Holders duly called and held in accordance with the provisions of Article
Thirteen, or a combination of such instruments and any such record. Except
as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments or record or both are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments and any such record (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments and so voting
at any such meeting. Proof of execution of any such instrument or of a
writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and
(subject to section 901) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section. The record of any
meeting of Holders shall be proved in the manner provided in Section 1306.

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

(c) The principal amount and serial numbers of Securities held by any
Person, and the date of holding the same, shall be proved by the Security
Register.

(d) Any request, demand, authorization, direction, notice,
consent, election, waiver or other Act of a Holder shall bind every
future Holder of the same Security and the Holder of every Security
issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted

or suffered to be done by the Trustee or the Company in reliance thereon,
whether or not notation of such action is made upon such Security.

(e) Until such time as written instruments shall have been
delivered to the Trustee with respect to the requisite percentage of
principal amount of Securities for the action contemplated by such
instruments, any such instrument executed and delivered by or on
behalf of a Holder may be revoked with respect to any or all of such
Securities by written notice by such Holder or any subsequent Holder,
proven in the manner in which such instrument was proven.

(f) Securities of any series authenticated and delivered after
any Act of Holders may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any action taken by
such Act of Holders. If the Company shall so determine, new
Securities of any series so modified as to conform, in the opinion of
the Trustee and the Company, to such action may be prepared and
executed by the Company and authenticated and delivered by the Trustee
in exchange for Outstanding Securities of such series.

(g) If the Company shall solicit from Holders any request,
demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, fix in advance a record date for
the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, election, waiver or other
Act, but the Company shall have no obligation to do so. If such a
record date is fixed, such request, demand, authorization, direction,
notice, consent, election, waiver or other Act may be given before or
after such record date, but only the Holders of record at the close of
business on the record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
the Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent,
election, waiver or other Act, and for that purpose the Outstanding
Securities shall be computed as of the record date.

SECTION 105. NOTICES, ETC. TO TRUSTEE AND COMPANY. Any request,
demand, authorization, direction, notice, consent, election, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with, the Trustee by any Holder or by the
Company, or the Company by the Trustee or by any Holder, shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in
writing and delivered personally to an officer or other responsible employee of
the addressee, or transmitted by facsimile transmission or other direct written
electronic means to such telephone number or other electronic communications
address as the parties hereto shall from time to time designate, or transmitted
by certified or registered mail, charges prepaid, to the applicable address

set opposite such party's name below or to such other address as either party
hereto may from time to tire designate:

If to the Trustee, to:

The First National Bank of Chicago
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Attention: Corporate Trust Administration
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

If to the Company, to:

MidAmerican Energy Company
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention:
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

Any communication contemplated herein shall be deemed to have been made,
given, furnished and filed if personally delivered, on the date of delivery;
if transmitted by facsimile transmission or other direct written electronic
means, on the date of transmission; and if transmitted by registered mail, on
the date of receipt.

SECTION 106. NOTICE TO HOLDERS OF SECURITIES; WAIVER. Except as
otherwise expressly provided herein, where this Indenture provides for notice
to Holders of any event, such notice shall be sufficiently given, and shall
be deemed given, to Holders if in writing and mailed, first-class postage
prepaid, to each Holder affected by such event, at the address of such Holder
as it appears in the Security Register, not later than the latest date, if
any, and not earlier than the earliest date, if any, prescribed for the
giving of such notice.

In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice to
Holders by mail, then such notification as shall be made with the approval of
the Trustee shall constitute a sufficient notification for every purpose
hereunder. In any case, where notice to Holders is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to
any particular Holder shall affect the sufficiency of such notice with
respect to other Holders.

Any notice required by this Indenture may be waived in writing by
the Person entitled to receive such notice, either before or after the event
specified therein, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

SECTION 107. CONFLICT WITH TRUST INDENTURE ACT. If any provision
of this Indenture limits, qualifies or conflicts with another provision
hereof which is required or deemed to be included in this Indenture by, or is
otherwise governed by, any of the provisions of the Trust Indenture Act, such
other provision shall control; and if any provision hereof otherwise
conflicts with the Trust Indenture Act, the Trust Indenture Act shall control.

SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article
and Section headings in this Indenture and the Table of Contents are for
convenience only and shall not affect the construction hereof.

SECTION 109. SUCCESSORS AND ASSIGNS. All covenants and agreements
in this Indenture by the Company and Trustee shall bind their respective
successors and assigns, whether so expressed or not.

SECTION 110. SEPARABILITY CLAUSE. In case any provision in this
Indenture or the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

SECTION 111. BENEFITS OF INDENTURE. Nothing in this Indenture or
the Securities, express or implied, shall give to any Person, other than the
parties hereto, their successors hereunder, the Holders and, so long as the
notice described in Section 1513 hereof has not been given, the holders of
Senior Indebtedness, any benefit or any legal or equitable right, remedy or
claim under this Indenture; provided, however, if the Property Trustee fails
to enforce its rights with respect to the Securities or the related Trust
Agreement, a holder of Preferred Securities may institute a legal proceeding
directly against the Company to enforce the Property Trustee's rights with
respect to the Securities or such Trust Agreement, to the fullest extent
permitted by law, without first instituting any legal proceeding against the
Property Trustee or any other person or entity.

SECTION 112. GOVERNING LAW. This Indenture and the Securities
shall be governed by and construed in accordance with the laws of the State
of New York, except to the extent that the law of any other jurisdiction
shall be mandatorily applicable.

SECTION 113. LEGAL HOLIDAYS. In any case where any Interest Payment
Date, Redemption Date or Stated Maturity of any Security shall not be a Business
Day at any Place of

Payment, then (notwithstanding any other provision of this Indenture or of
the Securities other than a provision in Securities of any series, or in the
Board Resolution or Officer's Certificate which establishes the terms of the
Securities of such series, which specifically states that such provision
shall apply in lieu of this Section) payment of interest or principal and
premium, if any, need not be made at such Place of Payment on such date, but
may be made on the next succeeding Business Day at such Place of Payment,
except that if such Business Day is in the next succeeding calendar year,
such payment shall be made on the immediately preceding Business Day, in each
case with the same force and effect, and in the same amount, as if made on
the Interest Payment Date or Redemption Date, or at the Stated Maturity, as
the case may be, and, if such payment is made or duly provided for on such
Business Day, no interest shall accrue on the amount so payable for the
period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be, to such Business Day.

ARTICLE TWO

SECURITY FORMS

SECTION 201. FORMS GENERALLY. The definitive Securities of each
series shall be in substantially the form or forms thereof established in the
indenture supplemental hereto establishing such series or in a Board
Resolution establishing such series, or in an Officer's Certificate pursuant
to such supplemental indenture or Board Resolution, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities
exchange or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution of the Securities.
If the form or forms of Securities of any series are established in a Board
Resolution or in an Officer's Certificate pursuant to a Board Resolution,
such Board Resolution and Officer's Certificate, if any, shall be delivered
to the Trustee at or prior to the delivery of the Company Order contemplated
by Section 303 for the authentication and delivery of such Securities.

Unless otherwise specified as contemplated by Section 301, the
Securities of each series shall be issuable in registered form without
coupons. The definitive Securities shall be produced in such manner as shall
be determined by the officers executing such Securities, as evidenced by
their execution thereof.

SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's certificate of authentication shall be in substantially the form
set forth below:

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

----------------------------
as Trustee

By:
------------------------
Authorized Signatory

ARTICLE THREE

THE SECURITIES

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited; provided, however, that all Securities shall be
issued to a Trust in exchange for Common Securities of the Trust or to
evidence loans by a Trust of the proceeds of the issuance of Preferred
Securities and Common Securities of such Trust.

The Securities may be issued in one or more series. Prior to the
authentication and delivery of Securities of any series there shall be
established by specification in a supplemental indenture or in a Board
Resolution, or in an Officer's Certificate pursuant to a supplemental
indenture or a Board Resolution:

a) the title of the Securities of such series (which shall
distinguish the Securities of such series from Securities of all other
series);

b) any limit upon the aggregate principal amount of the Securities
of such series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of such series pursuant to Section 304, 305, 306, 406 or 1206
and except for any Securities which, pursuant to Section 303, are deemed
never to have been authenticated and delivered hereunder);

c) the Person or Persons (without specific identification) to whom
interest on Securities of such series shall be payable on any Interest
Payment Date, if other than the

Persons in whose names such Securities (or one or more Predecessor
Securities) are registered at the close of business on the Regular
Record Date for such interest;

d) the date or dates on which the principal of the Securities of
such series is payable or any formulary or other method or other means by
which such date or dates shall be determined, by reference or otherwise
(without regard to any provisions for redemption, prepayment, acceleration,
purchase or extension);

e) the rate or rates at which the Securities of such series shall
bear interest, if any (including the rate or rates at which overdue
principal shall bear interest, if different from the rate or rates at which
such Securities shall bear interest prior to the Maturity Date and, if
applicable, the rate or rates at which overdue premium or interest shall
bear interest, if any), or any formulary or other method or other means by
which such rate or rates shall be determined, by reference or otherwise;
the date or dates from which such interest shall accrue; the Interest
Payment Dates on which such interest shall be payable and the Regular
Record Date, if any, for the interest payable on such Securities on any
Interest Payment Date; the right of the Company, if any, to extend the
interest payment periods and the duration of any such extension as
contemplated by Section 311; and the basis of computation of interest, if
other than as provided in Section 310;

f) the place or places at which or methods by which (l) the
principal of and premium, if any, and interest, if any, on Securities of
such series shall be payable, (2) registration of transfer of Securities of
such series may be effected, (3) exchanges of Securities of such series may
be effected and (4) notices and demands to or upon the Company in respect
of the Securities of such series and this Indenture may be served; the
security Registrar for such series; and if such is the case, that the
principal of such Securities shall be payable without presentment or
surrender thereof;

g) the period or periods within which, or the date or dates on
which, the price or prices at which and the terms and conditions upon which
the Securities of such series may be redeemed, in whole or in part, at the
option of the Company and any restrictions on such redemptions, including
but not limited to a restriction on a partial redemption by the Company of
the Securities of any series resulting in delisting of such Securities from
any national exchange;

h) the obligation or obligations, if any, of the Company to redeem
or purchase the Securities of such series pursuant to any sinking fund or
other mandatory redemption provisions or at the option of a Holder thereof
and the period or periods within which or the date or dates on which, the
price or prices at which and the terms and conditions upon which such
Securities shall be redeemed or purchased, in whole or in part, pursuant to
such

obligation, and applicable exceptions to the requirements of Section 404
in the case of mandatory redemption or redemption at the option of the
Holder;

i) the denominations in which Securities of such series shall be
issuable if other than denominations of $25 and any integral multiple
thereof;

j) the currency or currencies, including composite currencies, in
which payment of the principal of and premium, if any, and interest, if
any, on the Securities of such series shall be payable (if other than in
Dollars);

k) if the principal of or premium, if any, or interest, if any, on
the Securities of such series are to be payable, at the election of the
Company or a Holder thereof, in a coin or currency other than that in which
the securities are stated to be payable, the period or periods within which
and the terms and conditions upon which, such election may be made;

l) if the principal of or premium, if any, or interest, if any, on
the Securities of such series are to be payable, or are to be payable at
the election of the Company or a Holder thereof, in securities or other
property, the type and amount of such securities or other property, or the
formulary or other method or other means by which such amount shall be
determined, and the period or periods within which, and the terms and
conditions upon which, any such election may be made;

m) if the amount payable in respect of principal of or premium, if
any, or interest, if any, on the Securities of such series may be
determined with reference to an index or other fact or event ascertainable
outside this Indenture, the manner in which such amounts shall be
determined to the extent not established pursuant to clause (e) of this
paragraph;

n) if other than the principal amount thereof, the portion of the
principal amount of Securities of such series which shall be payable upon
declaration of acceleration of the Maturity Date thereof pursuant to
Section 802;

o) any addition to or change in the Events of Default which apply to
any Securities of the series and any change in the right of the Trustee
or the requisite Holders of such Securities to declare the principal
amount thereof due and payable pursuant to Section 802;

p) the terms, if any, pursuant to which the Securities of such
series may be converted into or exchanged for shares of capital stock or
other securities of the Company or any other Person;

q) the obligations or instruments, if any, which shall be considered
to be Government Obligations in respect of the Securities of such series
denominated in a currency other than Dollars or in a composite currency,
and any additional or alternative provisions for the reinstatement of the
Company's indebtedness in respect of such Securities after the satisfaction
and discharge thereof as provided in Section 701;

r) if the Securities of such series are to be issued in global form,
(i) any limitations on the rights of the Holder or Holders of such
Securities to transfer or exchange the same or to obtain the registration
of transfer thereof, (ii) any limitations on the rights of the Holder or
Holders thereof to obtain certificates therefor in definitive form in lieu
of temporary form and (iii) any and all other matters incidental to such
Securities;

s) if the Securities of such series are to be issuable as bearer
securities, any and all matters incidental thereto which are not
specifically addressed in a supplemental indenture as contemplated by
clause (g) of Section 1201;

t) to the extent not established pursuant to clause (r) of this
paragraph, any limitations on the rights of the Holders of the Securities
of such Series to transfer or exchange such Securities or to obtain the
registration of transfer thereof; and if a service charge will be made for
the registration of transfer or exchange of Securities of such series, the
amount or terms thereof;

u) any exceptions to Section 113, or variation in the definition of
Business Day, with respect to the Securities of such series;

v) the designation of the Trust to which Securities of such series
are to be issued;

w) any addition to or change in the covenants set forth in Article
Six which applies to Securities of the series;

x) subject to Section 314, the right of the Company to change the
Maturity Date of the Securities upon the liquidation of the corresponding
Trust and the exchange of such Securities for the Preferred Securities of
such Trust;

y) subject to Section 314, the right of the Company to extend the
Maturity Date for the Securities of such series; and

z) any other terms of the Securities of such series not inconsistent
with the provisions of this Indenture.

All securities of any one series shall be substantially identical,
except as to principal amount and date of issue and except as may be set forth
in the terms of such series as contemplated above. The Securities of each
series shall be subordinated in right of payment to Senior Indebtedness as
provided in Article Fifteen.

SECTION 302. DENOMINATIONS. Unless otherwise provided as
contemplated by Section 301 with respect to any series of Securities, the
Securities of each series shall be issuable in denominations of $25 and any
integral multiple thereof.

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. Unless
otherwise provided as contemplated by Section 301 with respect to any series of
Securities, the Securities shall be executed on behalf of the Company by an
Authorized Officer and attested by any other Authorized Officer or by the
Secretary or an Assistant Secretary of the Company. The signature of any or all
of these officers on the Securities may be manual or facsimile.

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

The Trustee shall authenticate and deliver Securities of a series, for
original issue, at one time or from time to time in accordance with the Company
Order referred to below, upon receipt by the Trustee of:

a) the instrument or instruments establishing the form or forms and
terms of such series, as provided in sections 201 and 301;

b) a Company Order requesting the authentication and delivery of
such Securities and, to the extent that the terms of such Securities shall
not have been established in an indenture supplemental hereto or in a Board
Resolution, or in an Officer's Certificate pursuant to a supplemental
indenture or Board Resolution, all as contemplated by Sections 201 and 301,
establishing such terms;

c) the Securities of such series, executed on behalf of the Company
by an Authorized Officer;

d) an Opinion of Counsel to the effect that:

(i) the form or forms of such Securities have been duly
authorized by the Company and have been established in conformity with
the provisions of this Indenture;

(ii) the terms of such Securities have been duly authorized by
the Company and have been established in conformity with the
provisions of this Indenture; and

(iii) such Securities, when authenticated and delivered by
the Trustee and issued and delivered by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will
have been duly issued under this Indenture and will constitute valid
and legally binding obligations of the Company, entitled to the
benefits provided by this Indenture, and enforceable in accordance
with their terms, subject, as to enforcement, to laws relating to or
affecting generally the enforcement of creditors' rights, including,
without limitation, bankruptcy and insolvency laws and to general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

If the form or terms of the Securities of any series have been
established by or pursuant to a Board Resolution or an Officer's Certificate as
permitted by Section 201 or 301, the Trustee shall not be required to
authenticate such Securities if the issuance of such securities pursuant to this
Indenture will materially or adversely affect the Trustee's own rights, duties
or immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

Unless otherwise specified as contemplated by Section 301 with respect
to any series of Securities, each Security shall be dated the date of its
authentication.

Unless otherwise specified as contemplated by Section 301 with respect
to any series of Securities, no Security shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on
such Security a certificate of authentication substantially in the form provided
for herein executed by the Trustee or an Authenticating Agent by manual
signature, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder to the Company, or any Person acting on its behalf, but
shall never have been issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section 309
together with a written statement which need not comply with Section 102 and
need not be accompanied by an Opinion of Counsel) stating that such Security has
never been issued and sold by the Company, for all

purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits hereof.

SECTION 304. TEMPORARY SECURITIES. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
order the Trustee shall authenticate and deliver, temporary Securities, which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution of such Securities;
provided, however, that temporary Securities need not recite specific
redemption, sinking fund, conversion or exchange provisions.

Unless otherwise specified as contemplated by Section 301 with respect
to the Securities of any series, after the preparation of definitive Securities
of such series the temporary Securities of such series shall be exchangeable,
without charge to the Holder thereof, for definitive Securities of such series
upon surrender of such temporary Securities at the office or agency of the
Company maintained pursuant to Section 602 in a Place of Payment for such
Securities. Upon such surrender of temporary securities for such exchange, the
Company shall, except as aforesaid, execute and the Trustee shall authenticate
and deliver in exchange therefor definitive Securities of the same series, of
authorized denominations and of like tenor and aggregate principal amount.

Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder.

SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.
The Company shall cause to be kept in each office designated pursuant to Section
602, with respect to the Securities of each series, a register (all registers
kept in accordance with this Section being collectively referred to as the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities of such
series and the registration of transfer thereof. The Company shall designate
one Person to maintain the Security Register for the Securities of each series
on a consolidated basis and such Person is referred to herein, with respect to
such series, as the "Security Registrar." Anything herein to the contrary
notwithstanding, the Company may designate one or more of its offices as an
office in which a register with respect to the Securities of one or more series
shall be maintained, and the Company may designate itself the Security Registrar
with respect to one or more of such series. The Security Register shall be open
for inspection by the Trustee and the Company at all reasonable times.

Except as otherwise specified as contemplated by Section 301 with
respect to the Securities of any series, upon surrender for registration of
transfer of any Security of such series

at the office or agency of the Company maintained pursuant to Section 602 in
a Place of Payment for such series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of the same series, of
authorized denominations and of like tenor and aggregate principal amount.

Except as otherwise specified as contemplated by Section 301 with
respect to the Securities of any series, any Security of such series may be
exchanged at the option of the Holder, for one or more new Securities of the
same series, of authorized denominations and of like tenor and aggregate
principal amount, upon surrender of the Securities to be exchanged at any such
office or agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

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

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

Unless otherwise specified as contemplated by Section 301 with respect
to Securities of any series, no service charge shall be made for any
registration of transfer or exchange of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 406 or 1206 not
involving any transfer.

The Company shall not be required to execute or to provide for the
registration of transfer of or the exchange of (a) Securities of any series
during a period of 15 days immediately preceding the date of the mailing of any
notice of redemption of such Securities called for redemption or (b) any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.

SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If
any mutilated Security is surrendered to the Trustee, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series, and of like tenor and principal amount and bearing
a number not contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee (a)
evidence to their satisfaction of the ownership of and the destruction, loss or
theft of any Security and (b) such security or indemnity as may be reasonably
required by them to save each of them and any agent of either of them harmless,
then, in the absence of notice to the Company or the Trustee that such Security
is held by a Person purporting to be the owner of such security, the Company
shall execute and the Trustee shall authenticate and deliver, in lieu of any
such destroyed, lost or stolen Security, a new Security of the same series, and
of like tenor and principal amount and bearing a number not contemporaneously
outstanding.

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

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

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

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

SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Unless
otherwise specified as contemplated by Section 301 with respect to the
Securities of any series, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

Subject to Section 311, any interest on any Security of any series
which is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease
to be payable to the Holder on the related Regular Record Date by virtue of
having been such Holder, and such Defaulted Interest may be paid by the Company,
at its election in each case, as provided in clause (a) or (b) below:

a) The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business
on a date (herein called a "Special Record Date") for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Security of such series and the date
of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed
to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit on or prior to the date of the
proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this
clause provided. Thereupon the Trustee shall fix a Special Record Date for
the Payment of such Defaulted interest which shall be not more than 15 days
and not less than 10 days prior to the date of the proposed payment and not
less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense of the Company,
shall promptly cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-class
postage prepaid, to each Holder of Securities of such series, at the
address of such Holder as it appears in the Security Register, not less
then 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted interest and the Special Record Date therefor
having been so mailed, such Defaulted Interest shall be paid to the Persons
in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on such
Special Record Date.

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

Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
security.

SECTION 308. PERSONS DEEMED OWNERS. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such security is
registered as the absolute owner of such Security for the purpose of receiving
payment of principal of and premium, if any, and

(subject to Sections 305 and 307) interest, if any, on such Security and for
all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

SECTION 309. CANCELLATION BY SECURITY REGISTRAR. All Securities
surrendered for payment, redemption, registration of transfer or exchange shall,
if surrendered to any Person other than the Security Registrar, be delivered to
the Security Registrar and, if not theretofore canceled, shall be promptly
canceled by the Security Registrar. The Company may at any time deliver to the
Security Registrar for cancellation any securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner whatsoever
or which the Company shall not have issued and sold, and all Securities so
delivered shall be promptly canceled by the Security Registrar. No Securities
shall be authenticated in lieu of or in exchange for any Securities canceled as
provided in this Section, except as expressly permitted by this Indenture. All
canceled securities held by the Security Registrar shall be disposed of in
accordance with a Company Order delivered to the Security Registrar and the
Trustee, and the Security Registrar shall promptly deliver a certificate of
disposition to the Trustee and the Company unless, by a Company Order, similarly
delivered, the Company shall direct that canceled Securities be returned to it.
The Security Registrar shall promptly deliver evidence of any cancellation of a
Security in accordance with this Section 309 to the Trustee and the Company.

SECTION 310. COMPUTATION OF INTEREST. Except as otherwise specified
as contemplated by Section 301 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year
consisting of twelve 30-day months and for any period shorter than a full month,
on the basis of the actual number of days elapsed in such period.

SECTION 311. EXTENSION OF INTEREST PAYMENT. The Company shall have
the right at any time, so long as the Company is not in default in the payment
of interest on the Securities of any series hereunder, to extend interest
payment periods on all Securities of one or more series, if so specified as
contemplated by Section 301 with respect to such Securities and upon such terms
as may be specified as contemplated by Section 301 with respect to such
Securities.

SECTION 312. ADDITIONAL INTEREST ATTRIBUTABLE TO TAXES. So long as
any Preferred Securities remain outstanding, if the Trust which issued such
Preferred Securities shall be required to pay, with respect to its income
derived from the interest payments on the Securities of any series, any amounts
for or on account of any taxes, duties, assessments or governmental charges of
whatever nature imposed by the United States, or any other taxing authority,
then, in any such case, the Company will pay as interest on such series such
additional interest ("Additional Interest Attributable to Taxes") as may be
necessary in order that the net amounts received and retained by such Trust
after the payment of such taxes, duties, assessments or

governmental charges shall result in such Trust's having such funds as it
would have had in the absence of the payment of such taxes, duties,
assessments or governmental charges.

SECTION 313. AGREED TAX TREATMENT. Each Security issued hereunder
shall provide that the Company and, by its acceptance of a Security or a
beneficial interest therein, the Holder of, and any Person that acquires a
beneficial interest in, such Security agree that for United States federal,
state and local tax purposes it is intended that such Security constitute
indebtedness and agree to treat such Security accordingly for such purposes.

SECTION 314. EXTENSION OF MATURITY DATE; ADJUSTMENT OF MATURITY DATE
UPON AN EXCHANGE. If specified as contemplated by Section 301 with respect to
the Securities of a particular series, the Company shall have the right to (a)
change the Maturity Date of the Securities of such series upon the liquidation
of the corresponding Trust and the exchange of such Securities for the Preferred
Securities of such Trust and (b) extend the Maturity Date for the Securities of
such series at any time and from time to time; PROVIDED, that at the time any
election to extend the Maturity Date is made and at the time of such extension
(i) the Company is not in bankruptcy, otherwise insolvent or in liquidation,
(ii) the Company is not in default in the payment of any interest on or
principal of the Securities of such series and no deferred interest payments
thereon have accrued, (iii) such Trust is not in arrears in payments of
Distributions on its Preferred Securities and no deferred Distributions thereon
are accumulated, (iv) the Securities are rated not less than BBB - by Standard &
Poor's Ratings Services or Baa3 by ▇▇▇▇▇'▇ Investors Service, Inc. or the
equivalent by any other nationally recognized statistical rating organization
and (v) the extended Maturity Date is no later than the 49th anniversary of the
initial issuance of the Preferred Securities of such Trust; and PROVIDED,
FURTHER, that, if the Company exercises its rights to liquidate a Trust and
exchange the Securities of such series for the Preferred Securities of such
Trust as specified in clause (a) above, any changed Maturity Date of the
Securities of such series shall be (A) no earlier than the date five years after
the initial issuance of the Preferred Securities of such Trust and (B) no later
than the date 30 years (plus an extended term of up to an additional 19 years if
the above-referenced conditions are satisfied) after the date of the initial
issuance of the Preferred Securities of such Trust.

ARTICLE FOUR

REDEMPTION OF SECURITIES

SECTION 401. APPLICABILITY OF ARTICLE. Securities of any series
which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 301 for Securities of such series) in accordance with this Article.

SECTION 402. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of
the Company to redeem any Securities shall be evidenced by a Board Resolution or
an Officer's Certificate. The Company shall, at least 45 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee in writing of such Redemption
Date and of the principal amount of such Securities to be redeemed. In the case
of any redemption of Securities (a) prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this
Indenture or (b) pursuant to an election of the Company which is subject to a
condition specified in the terms of such Securities, the Company shall furnish
the Trustee with an Officer's Certificate evidencing compliance with such
restriction or condition.

SECTION 403. SELECTION OF SECURITIES TO BE REDEEMED. If less than
all the Securities of any series are to be redeemed, the particular Securities
to be redeemed shall be selected by the Trustee from the Outstanding Securities
of such series not previously called for redemption, by such method as shall be
provided for any particular series, or, in the absence of any such provision, by
such method as the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of portions (equal to the minimum authorized
denomination for Securities of such series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of such series; provided,
however, that if, as indicated in an Officer's Certificate, the Company shall
have offered to purchase all or any principal amount of the Securities then
Outstanding of any series and less than all of such Securities as to which such
offer was made shall have been tendered to the Company for such purchase, the
Trustee, if so directed by Company Order, shall select for redemption all or any
principal amount of such Securities which have not been so tendered.

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

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

SECTION 404. NOTICE OF REDEMPTION. Notice of redemption shall be
given in the manner provided in Section 106 to the Holders of the Securities to
be redeemed not less than 30 nor more than 60 days prior to the Redemption Date.

All notices of redemption shall state:

a) the Redemption Date,

b) the Redemption Price,

c) if less than all the Securities of any series are to be redeemed,
the identification of the particular Securities to be redeemed and the
portion of the principal amount of any Security to be redeemed in part,

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

e) the place or places where such Securities are to be surrendered
for payment of the Redemption Price and accrued interest, if any, unless it
shall have been specified as contemplated by Section 301 with respect to
such Securities that such surrender shall not be required,

f) that the redemption is for a sinking or other fund, if such is
the case, and

g) such other matters as the Company shall deem desirable or
appropriate.

Unless otherwise specified with respect to any Securities in
accordance with Section 301 with respect to any notice of redemption of
Securities at the election of the Company, and unless, upon the giving of such
notice, such Securities shall be deemed to have been paid in accordance with
Section 701, such notice may state that such redemption shall be conditional
upon the receipt by the Paying Agent or Agents for such Securities, on or prior
to the date fixed for such redemption, of money sufficient to pay the principal
of and premium, if any, and interest, if any, on such Securities and that if
such money shall not have been so received such notice shall be of no force or
effect and the Company shall not be required to redeem such Securities. In the
event that such notice of redemption contains such a condition and such money is
not so received, the redemption shall not be made and within a reasonable time
thereafter notice shall be given, in the manner in which the notice of
redemption was given, that such money was not so received and such redemption
was not required to be made, and the Paying Agent or Agents for the Securities
otherwise to have been redeemed shall promptly return to the Holders thereof any
of such Securities which had been surrendered for payment upon such redemption.

Notice of redemption of Securities to be redeemed at the election of
the Company, and any notice of non-satisfaction of a condition for redemption as
aforesaid, shall be given by

the Company or, at the Company's request, by the Security Registrar in the
name and at the expense of the Company. Notice of mandatory redemption of
Securities shall be given by the Security Registrar in the name and at the
expense of the Company.

SECTION 405. SECURITIES PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, and the conditions, if any, set
forth in such notice having been satisfied, the Securities or portions
thereof so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such
date (unless, in the case of an unconditional notice of redemption, the
Company shall default in the payment of the Redemption Price and accrued
interest, if any) such Securities or portions thereof, if interest-bearing,
shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with such notice, such Security or portion thereof
shall be paid by the Company at the Redemption Price, together with accrued
interest, if any, to the Redemption Date; provided, however, that no such
surrender shall be a condition to such payment if so specified as
contemplated by Section 301 with respect to such Security; and provided,
further, that except as otherwise specified as contemplated by Section 301
with respect to such Security, any installment of interest on any Security
the Stated Maturity of which installment is on or prior to the Redemption
Date shall be payable to the Holder of such Security, or one or more
Predecessor Securities, registered as such at the close of business on the
related Regular Record Date according to the terms of such Security and
subject to the provisions of Section 307.

SECTION 406. SECURITIES REDEEMED IN PART. Upon the surrender of
any Security which is to be redeemed only in part at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company
and the Trustee duly executed by, the Holder thereof or the attorney of such
Holder duly authorized in writing), the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security,
without service charge, a new Security or securities of the same series, of
any authorized denomination requested by such Holder and of like tenor and in
aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered.

ARTICLE FIVE

SINKING FUNDS

SECTION 501. APPLICABILITY OF ARTICLE. The provisions of this
Article shall be applicable to any sinking fund for the retirement of the
Securities of any series, except as otherwise specified as contemplated by
Section 301 for Securities of such series.

The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount
provided for by the terms of Securities of any series is herein referred to
as an "optional sinking fund payment". If provided for by the terms of
Securities of any series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 502. Each sinking fund payment
shall be applied to the redemption of Securities of the series in respect of
which it was made as provided for by the terms of such Securities.

SECTION 502. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.
The Company (a) may deliver to the Trustee Outstanding Securities (other than
any previously called for redemption) of a series in respect of which a
mandatory sinking fund payment is to be made and (b) may apply as a credit
Securities of such series which have been redeemed either at the election of
the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms
of such Securities or Outstanding Securities purchased by the Company, in
each case in satisfaction of all or any part of such mandatory sinking fund
payment with respect to the Securities of such series; provided, however,
that no Securities shall be applied in satisfaction of a mandatory sinking
fund payment if such Securities shall have been previously so applied.
Securities so applied shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such mandatory
sinking fund payment shall be reduced accordingly.

SECTION 503. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less
than 45 days prior to each sinking fund payment date for the Securities of
any series, the Company shall deliver to the Trustee an Officer's Certificate
specifying:

(a) the amount of the next succeeding mandatory sinking fund payment
for such series;

(b) the amount, if any, of the optional sinking fund payment to be
made together with such mandatory sinking fund payment;

(d) the portion, if any, of such aggregate sinking fund payment which
is to be satisfied by the payment of cash;

(e) the portion, if any, of such aggregate sinking fund payment which
is to be satisfied by delivering and crediting Securities of such series
pursuant to Section 502 and stating the basis for such credit and that such
Securities have not previously been so

credited, and the Company shall also deliver to the Trustee any
Securities to be so delivered. If the Company shall not deliver such
Officer's Certificate, the next succeeding sinking fund payment for such
series shall be made entirely in cash in the amount of the mandatory
sinking fund payment. Not less than 30 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section
403 and cause notice of the redemption thereof to be given in the name
of and at the expense of the Company in the manner provided in Section
404. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in
Sections 405 and 406.

ARTICLE SIX

COVENANTS

SECTION 601. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The
Company shall pay the principal of and premium, if any, and interest, if
any, (including Additional Interest Attributable to Taxes), on the
Securities of each series in accordance with the terms of such
Securities and this Indenture.

SECTION 602. MAINTENANCE OF OFFICE OR AGENCY. The Company
shall maintain in each Place of Payment for the Securities of each
series an office or agency where payment of such Securities shall be
made, where the registration of transfer or exchange of such Securities
may be effected and where notices and demands to or upon the Company in
respect of such Securities and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location,
and any change in the location, of each such office or agency and prompt
notice to the Holders of any such change in the manner specified in
Section 106. If at any time the Company shall fail to maintain any such
required office or agency in respect of Securities of any series, or
shall fail to furnish the Trustee with the address thereof, payment of
such Securities shall be made, registration of transfer or exchange
thereof may be effected and notices and demands in respect thereof may
be served at the Corporate Trust Office of the Trustee, and the Company
hereby appoints the Trustee as its agent for all such purposes in any
such event.

The Company may also from time to time designate one or more
other offices or agencies with respect to the Securities of one or more
series, for any or all of the foregoing purposes and may from time to
time rescind such designations; provided, however, that, unless
otherwise specified as contemplated by Section 301 with respect to the
Securities of such series, no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office
or agency for such purposes in each Place of Payment for such Securities
in accordance with the requirements set forth above. The Company shall
give prompt written notice to the Trustee, and prompt notice to the
Holders in the manner specified in Section 106, of any

such designation or rescission and of any change in the location of any
such other office or agency.

Anything herein to the contrary notwithstanding, any office or
agency required by this Section may be maintained at an office of the
Company, in which event the Company shall perform all functions to be
performed at such office or agency.

SECTION 603. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN
TRUST. If the Company shall at any time act as its own Paying Agent
with respect to the Securities of any series, it shall, on or before
each due date of the principal of and premium, if any, and interest, if
any, on any of such Securities, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the
principal and premium or interest so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided.
The Company shall promptly notify the Trustee of any failure by the
Company (or any other obligor on such Securities) to make any payment of
principal of or premium, if any, or interest, if any, on such Securities.

Whenever the Company shall have one or more Paying Agents for
the Securities of any series, it shall, on or before each due date of
the principal of and premium, if any, and interest, if any, on such
Securities, deposit with such Paying Agents sums sufficient (without
duplication) to pay the principal and premium or interest so becoming
due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company shall promptly notify the Trustee of
any failure by it so to act.

The Company shall cause each Paying Agent for the Securities of
any series, other than the Company or the Trustee, to execute and
deliver to the Trustee an instrument in which such Paying Agent shall
agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent shall:

(a) hold all sums held by it for the payment of the principal of and
premium, if any, or interest, if any, on such Securities in trust for the
benefit of the Persons entitled thereto until such sums shall be paid to
such Persons or otherwise disposed of as herein provided;

(b) give the Trustee notice of any failure by the Company (or any
other obligor upon such Securities) to make any payment of principal of or
premium, if any, or interest, if any, on such Securities; and

(c) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so
held in trust by such Paying

Agent and furnish to the Trustee such information as it possesses
regarding the names and addresses of the Persons entitled to such sums.

The Company may at any time pay, or by Company Order direct any
Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon
the same trusts as those upon which such sums were held by the Company
or such Paying Agent and, if so stated in a Company Order delivered to
the Trustee, in accordance with the provisions of Article Seven; and,
upon such payment by any Paying Agent to the Trustee, such Paying Agent
shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of
and premium, if any, or interest, if any, on any Security and remaining
unclaimed for two years after such principal and premium, if any, or
interest has become due and payable shall be paid to the Company on
Company Request, or, if then held by the Company, shall be discharged
from such trust; and, upon such payment or discharge, the Holder of such
Security shall, as an unsecured general creditor and not as a Holder of
an Outstanding Security, look only to the Company for payment of the
amount so due and payable and remaining unpaid, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being
required to make any such payment to the Company, may at the expense of
the Company cause to be mailed, on one occasion only, notice to such
Holder that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of
such mailing, any unclaimed balance of such money then remaining will be
paid to the Company.

SECTION 604. CORPORATE EXISTENCE. Subject to the rights of
the Company under Article Eleven, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect
its corporate existence.

SECTION 605. MAINTENANCE OF PROPERTIES. The Company shall
cause (or, with respect to property owned in common with others, make
reasonable effort to cause) all its properties used or useful in the
conduct of its business to be maintained and kept in good condition,
repair and working order and shall cause (or, with respect to property
owned in common with others, make reasonable effort to cause) to be made
all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as, in the judgment of the Company, may be
necessary so that the business carried on in connection therewith may be
properly conducted; provided, however, that nothing in this Section
shall prevent the Company from discontinuing, or causing the
discontinuance of, the operation and maintenance of any of its
properties if such discontinuance is, in the judgment of the Company,
desirable in the conduct of its business.

SECTION 606. ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE.
Not later that March 15 in each year, commencing March 15, 1997, the
Company shall deliver to the Trustee an Officer's Certificate which need
not comply with Section 102, executed by the principal executive
officer, the principal financial officer or the principal accounting
officer of the Company, as to such officer's knowledge of the Company's
compliance with all conditions and covenants under this Indenture, such
compliance to be determined without regard to any period of grace or
requirement of notice under this Indenture.

SECTION 607. WAIVER OF CERTAIN COVENANTS. The Company may
omit in any particular instance to comply with any term, provision or
condition set forth in (a) Section 602 or any additional covenant or
restriction specified with respect to the Securities of any series, as
contemplated by Section 301, if before the time for such compliance the
Holders of at least a majority in aggregate principal amount of the
Outstanding Securities of all series with respect to which compliance
with Section 602 or such additional covenant or restriction is to be
omitted, considered as one class, shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance
with such term, provision or condition and (b) Section 604, 605 or
Article Eleven if before the time for such compliance the Holders of at
least a majority in principal amount of Securities Outstanding under
this Indenture shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such
term, provision or condition; but, in the case of (a) or (b), no such
waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the
Trustee in respect of any such term, provision or condition shall remain
in full force and effect; provided, however, that so long as a Trust
holds Securities of any series, such Trust may not waive compliance or
waive any default in compliance by the Company with any covenant or
other term contained in this Indenture or the Securities of such series
without the approval of the holders of at least a majority in aggregate
liquidation amount of the outstanding Preferred Securities issued by
such Trust affected, obtained as provided in the Trust Agreement
pertaining to such Trust.

SECTION 608. RESTRICTION ON PAYMENT OF DIVIDENDS. So long as
any Preferred Securities of any series remain outstanding, the Company
shall not declare or pay any dividend on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of the Company's
capital stock, or make any guarantee payments with respect to the
foregoing (other than payments under the Guarantee relating to such
Preferred Securities) if at such time (a) the Company shall be in
default with respect to its payment or other obligations under the
Guarantee relating to such Preferred Securities, (b) there shall have
occurred and be continuing a payment default (whether before or after
expiration of any period of grace) or an Event of Default hereunder or
(c) the Company shall have elected to extend any interest payment period
as provided in Section 311, and any such period, or any extension
thereof, shall be continuing.

SECTION 609. MAINTENANCE OF TRUST EXISTENCE. So long as
Preferred Securities of any series remain outstanding, the Company shall
(i) maintain direct or indirect ownership of all interests in the Trust
which issued such Preferred Securities, other than such Preferred
Securities, (ii) not voluntarily (to the extent permitted by law)
dissolve, liquidate or wind up such Trust, except in connection with a
distribution of the Securities to the holders of the Preferred
Securities in liquidation of such Trust, (iii) remain the sole Depositor
under the Trust Agreement (the "Depositor") of such Trust and timely
perform in all material respects all of its duties as Depositor of such
Trust, and (iv) use reasonable efforts to cause such Trust to remain a
business trust and otherwise continue to be treated as a grantor trust
for Federal income tax purposes; provided that any permitted successor
to the Company under this Indenture may succeed to the Company's duties
as Depositor of such Trust; and provided further that the Company may
permit such Trust to consolidate or merge with or into another business
trust or other permitted successor under the Trust Agreement pertaining
to such Trust as long as the Company agrees to comply with this Section
609 with respect to such successor business trust or other permitted
successor.

ARTICLE SEVEN

SATISFACTION AND DISCHARGE

SECTION 701. DEFEASANCE. Any Security or Securities, or any
portion of the principal amount thereof, shall be deemed to have been
paid for all purposes of this Indenture, and the entire indebtedness of
the Company in respect thereof shall be deemed to have been satisfied
and discharged, if there shall have been irrevocably deposited with the
Trustee or any Paying Agent (other than the Company), in trust:

(a) money in an amount which shall be sufficient, or

(b) in the case of a deposit made prior to the Maturity Date of such
Securities or portions thereof, Government Obligations, which shall not
contain provisions permitting the redemption or other prepayment thereof at
the option of the issuer thereof, the principal of and the interest on
which when due, without any regard to reinvestment thereof, will provide
moneys which, together with the money, if any, deposited with or held by
the Trustee or such Paying Agent, shall be sufficient, or

to pay when due the principal of and premium, if any, and interest, if
any, due and to become due on such Securities or portions thereof on or
prior to the Maturity Date; provided, however, that in the case of the
provision for payment or redemption of less than all the Securities of
any series, such Securities or portions thereof shall have been selected
by the Trustee as provided herein and,

in the case of a redemption, the notice requisite to the validity of
such redemption shall have been given or irrevocable authority shall
have been given by the Company to the Trustee to give such notice, under
arrangements satisfactory to the Trustee; and provided, further, that
the Company shall have delivered to the Trustee and such Paying Agent:

(x) if such deposit shall have been made prior to the Maturity
Date of such Securities, a Company Order stating that the money and
Government Obligations deposited in accordance with this Section shall
be held in trust, as provided in Section 703; and

(y) if Government Obligations shall have been deposited, an
Opinion of Counsel that the obligations so deposited constitute
Government Obligations and do not contain provisions permitting the
redemption or other prepayment at the option of the issuer thereof,
and an opinion of an independent public accountant of nationally
recognized standing, selected by the Company, to the effect that the
requirements set forth in clause (b) above have been satisfied; and

(z) if such deposit shall have been made prior to the Maturity
Date of such Securities, an Officer's Certificate stating the
Company's intention that, upon delivery of such Officer's Certificate,
its indebtedness in respect of such securities or portions thereof
will have been satisfied and discharged as contemplated in this
Section.

Upon the deposit of money or Government Obligations, or both,
in accordance with this Section, together with the documents required by
clauses (x), (y) and (z) above, the Trustee shall, upon receipt of a
Company Request, acknowledge in writing that the Securities or portions
thereof with respect to which such deposit was made are deemed to have
been paid for all purposes of this Indenture and that the entire
indebtedness of the Company in respect thereof has been satisfied and
discharged as contemplated in this Section. In the event that all of
the conditions set forth in the preceding paragraph shall have been
satisfied in respect of any Securities or portions thereof except that,
for any reason, the Officer's Certificate specified in clause (z) shall
not have been delivered, such Securities or portions thereof shall
nevertheless be deemed to have been paid for all purposes of this
Indenture, and the Holders of such Securities or portions thereof shall
nevertheless be no longer entitled to the benefits of this Indenture or
of any of the covenants of the Company under Article Six (except the
covenants contained in Sections 602 and 603) or any other covenants made
in respect of such Securities or portions thereof as contemplated by
Section 301, but the indebtedness of the Company in respect of such
Securities or portions thereof shall not be deemed to have been
satisfied and discharged prior to the Maturity Date for any other
purpose, and the Holders of such Securities or portions thereof shall
continue to be entitled to look to the Company for payment of the
indebtedness represented thereby; and,

upon Company Request, the Trustee shall acknowledge in writing that such
Securities or portions thereof are deemed to have been paid for all
purposes of this Indenture.

If payment at Stated Maturity of less than all of the
Securities of any series is to be provided for in the manner and with
the effect provided in this Section, the Security Registrar shall select
such Securities, or portions thereof, in the manner specified by Section
403 for selection for redemption of less than all the Securities of a
series.

In the event that Securities which shall be deemed to have been
paid for purposes of this Indenture, and, if such is the case, in
respect of which the Company's indebtedness shall have been satisfied
and discharged, all as provided in this Section do not mature and are
not to be redeemed within the 60 day period commencing with the date of
the deposit of moneys or Government Obligations, as aforesaid, the
Company shall, as promptly as practicable, give a notice, in the same
manner as a notice of redemption with respect to such Securities, to the
Holders of such Securities to the effect that such deposit has been made
and the effect thereof.

Notwithstanding that any Securities shall be deemed to have
been paid for purposes of this Indenture, as aforesaid, the obligations
of the Company and the Trustee in respect of such Securities under
Sections 304, 305, 306, 404, 503 (as to notice of redemption), 602, 603,
907 and 915 and this Article Seven shall survive.

The Company shall pay, and shall indemnify the Trustee or any
Paying Agent with which Government Obligations shall have been deposited
as provided in this Section against, any tax, fee or other charge
imposed on or assessed against such Government Obligations or the
principal or interest received in respect of such Government
Obligations, including, but not limited to, any such tax payable by any
entity deemed, for tax purposes, to have been created as a result of
such deposit.

Anything herein to the contrary notwithstanding, (a) if, at any
time after a Security would be deemed to have been paid for purposes of
this Indenture, and, if such is the case, the Company's indebtedness in
respect thereof would be deemed to have been satisfied or discharged
pursuant to this Section (without regard to the provisions of this
paragraph), the Trustee or any Paying Agent, as the case may be, shall
be required to return the money or Government Obligations, or
combination thereof, deposited with it as aforesaid to the Company or
its representative under any applicable Federal or State bankruptcy,
insolvency or other similar law, such Security shall thereupon be deemed
retroactively not to have been paid and any satisfaction and discharge
of the Company's indebtedness in respect thereof shall retroactively be
deemed not to have been effected, and such Security shall be deemed to
remain Outstanding and (b) any satisfaction and discharge of the
Company's indebtedness in respect of any Security shall be subject to
the provisions of the last paragraph of Section 603.

SECTION 702. SATISFACTION AND DISCHARGE OF INDENTURE. This
Indenture shall upon Company Request cease to be of further effect
(except as hereinafter expressly provided), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

(a) no Securities remain Outstanding hereunder; and

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

provided, however, that if, in accordance with the last paragraph of
Section 701, any security, previously deemed to have been paid for
purposes of this Indenture, shall be deemed retroactively not to have
been so paid, this Indenture shall thereupon be deemed retroactively not
to have been satisfied and discharged, as aforesaid, and to remain in
full force and effect, and the Company shall execute and deliver such
instruments as the Trustee shall reasonably request to evidence and
acknowledge the same.

Notwithstanding the satisfaction and discharge of this
Indenture as aforesaid, the obligations of the Company and the Trustee
under Sections 304, 305, 306, 404, 503 (as to notice of redemption),
602, 603, 907 and 915 and this Article Seven shall survive.

Upon satisfaction and discharge of this Indenture as provided
in this Section, the Trustee shall assign, transfer and turn over to the
Company, subject to the lien provided by Section 907, any and all money,
securities and other property then held by the Trustee for the benefit
of the Holders of the Securities other than money and Government
Obligations held by the Trustee pursuant to Section 703.

SECTION 703. APPLICATION OF TRUST MONEY. Neither the
Government Obligations nor the money deposited pursuant to Section 701,
nor the principal or interest payments on any such Government
Obligations, shall be withdrawn or used for any purpose other than, and
shall be held in trust for, the payment of the principal of and premium,
if any, and interest, if any, on the Securities or portions of principal
amount thereof in respect of which such deposit was made, all subject,
however, to the provisions of Section 603; provided, however, that, so
long as there shall not have occurred and be continuing an Event of
Default any cash received from such principal or interest payments on
such Government Obligations, if not then needed for such purpose,
shall, to the extent practicable, be invested in Government Obligations
of the type described in clause (b) in the first paragraph of Section
701 maturing at such times and in such amounts as shall be sufficient to
pay when due the principal of and premium, if any, and interest, if any,
due and to become due on such Securities or portions thereof on and
prior to the Maturity Date thereof, and interest earned from such
reinvestment shall be paid over to the Company as received, free and
clear of any trust, lien or pledge under this Indenture except the lien
provided

by Section 907; and provided, further, that, so long as there shall not
have occurred and be continuing an Event of Default, any moneys held in
accordance with this Section on the Maturity Date of all such Securities
in excess of the amount required to pay the principal of and premium, if
any, and interest, if any, then due on such Securities shall be paid
over to the Company free and clear of any trust, lien or pledge under
this Indenture except the lien provided by Section 907; and provided,
further, that if an Event of Default shall have occurred and be
continuing, moneys to be paid over to the Company pursuant to this
Section shall be held until such Event of Default shall have been waived
or cured.

ARTICLE EIGHT

EVENTS OF DEFAULT; REMEDIES

SECTION 801. EVENTS OF DEFAULT. "Event of Default" wherever
used herein with respect to Securities of any series, means any one of
the following events:

(a) failure to pay interest, if any, including any Additional
Interest Attributable to Taxes, on any Security of such series within 30
days after the same becomes due and payable (whether or not payment is
prohibited by the provisions of Article Fifteen hereof); provided, however,
that a valid extension of the interest payment period by the Company as
contemplated in Section 311 of this Indenture shall not constitute a
failure to pay interest for this purpose; or

(b) failure to pay the principal of or premium, if any, on any
Security of such series at its Maturity Date (whether or not payment is
prohibited by the provisions of Article Fifteen hereof); or

(c) failure to perform or breach of any covenant or warranty of the
Company in this Indenture (other than a covenant or warranty a default in
the performance of which or breach of which is elsewhere in this Section
specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of one or more series of Securities other
than such series) for a period of 60 days after there has been given, by
registered or certified mail, to the Company by the Trustee, or to the
Company and the Trustee by the Holders of at least 33% in principal amount
of the Outstanding Securities of such series, a written notice specifying
such default or breach and requiring it to be remedied and stating that
such notice is a "Notice of Default" hereunder, unless the Trustee, or the
Trustee and the Holders of a principal amount of Securities of such series
not less than the principal amount of Securities the Holders of which gave
such notice, as the case may be, shall agree in writing to an extension of
such period prior to its expiration; provided, however, that the Trustee,
or the Trustee and the Holders of such principal

amount of Securities of such series, as the case may be, shall be deemed
to have agreed to an extension of such period if corrective action is
initiated by the Company within such period and is being diligently
pursued; or

(d) the entry by a court having jurisdiction in the premises of (1) a
decree or order for relief in respect of the Company in an involuntary case
or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (2) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
by one or more Persons other than the Company seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company
under any applicable Federal or State law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar
official for the Company or for any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and any such decree
or order for relief or any such other decree or order shall have remained
unstayed and in effect for a period of 90 consecutive days; or

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

(f) any other Event of Default specified with respect to Securities
of such series.

SECTION 802. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

(a) If an Event of Default with respect to Securities of any series
at the time Outstanding shall have occurred and be continuing, either the
Trustee or the Holders of not less than 33% in principal amount of the
Securities of such series may then declare the principal of all Securities of
such series and interest accrued thereon to be due and payable immediately,
provided that, in the case of Securities of a series issued to a Trust, if, upon
an Event of Default, the Trustee or the Holders of not less than 33% in
principal amount of the Outstanding Securities of

that series fail to declare the principal of all the Securities of that
series to be immediately due and payable, the holders of at least 33% in
aggregate liquidation amount of the corresponding series of Preferred
Securities then outstanding (if any) shall have such right by a notice
in writing to the Company and the Trustee; and upon any such declaration
such principal amount (or specified amount) of and the accrued interest
(including any Additional Interest Attributable to Taxes) on all the
Securities of that series shall become immediately due and payable
(provided that the payment of principal and interest on such Securities
shall remain subordinated to the extent provided in Article Fifteen
hereof).

(b) At any time after such a declaration of acceleration with
respect to Securities of any series shall have been made pursuant to
paragraph (a) above and before a judgment or decree for payment of the
money due shall have been obtained by the Trustee as hereinafter in this
Article provided, the Event or Events of Default giving rise to such
declaration of acceleration shall, without further act, be deemed to
have been waived, and such declaration and its consequences shall,
without further act, be deemed to have been rescinded and annulled, if

(i) the Company shall have paid or deposited with the Trustee a sum
sufficient to pay

(1) all overdue interest on all Securities of such series;

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

(3) to the extent that payment of such interest is lawful,
interest upon overdue interest, if any, at the rate or rates
prescribed therefor in such Securities;

(4) all amounts due to the Trustee under Section 907;

and

(ii) any other Event or Events of Default with respect to Securities
of such series, other than the nonpayment of the principal of Securities of
such series which shall have become due solely by such declaration of
acceleration, shall have been cured or waived as provided in Section 813.

No such rescission shall affect any subsequent Event of Default or
impair any right consequent thereon.

SECTION 803. COLLECTION OF INDEBTEDNESS AND SUITS FOR
ENFORCEMENT BY TRUSTEE. If an Event of Default described in clause (a)
or (b) of Section 801 shall have occurred and be continuing, the Company
shall, upon demand of the Trustee, pay to it, for the benefit of the
Holders of the Securities of the series with respect to which such Event
of Default shall have occurred, the whole amount then due and payable on
such Securities for principal and premium, if any, and interest, if any,
and, to the extent permitted by law, interest on premium, if any, and on
any overdue principal and interest, at the rate or rates prescribed
therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to pay any amounts due to the Trustee
under Section 907.

If the Company shall fail to pay such amounts forthwith upon
such demand, the Trustee, in its own name and as trustee of an express
trust, may institute a judicial proceeding for the collection of the
sums so due and unpaid, may prosecute such proceeding to judgment or
final decree and may enforce the same against the Company or any other
obligor upon such Securities and collect the moneys adjudged or decreed
to be payable in the manner provided by law out of the property of the
Company or any other obligor upon such Securities, wherever situated.

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

SECTION 804. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or
their creditors, the Trustee (irrespective of whether the principal of
the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Company for the payment of overdue principal
or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

(a) to file and prove a claim for the whole amount of principal,
premium, if any, and interest, if any, owing and unpaid in respect of the
Securities and to file such other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any
claim for amounts due to the Trustee under Section 907) and of the Holders
allowed in such judicial proceeding, and

(b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amounts due it under
Section 907.

Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof
or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

SECTION 805. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of the
Holders in respect of which such judgment has been recovered.

SECTION 806. APPLICATION OF MONEY COLLECTED. Subject to the
provisions of Article Fifteen, any money collected by the Trustee
pursuant to this Article shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of
such money on account of principal or premium, if any, or interest, if
any, upon presentation of the Securities in respect of which or for the
benefit of which such money shall have been collected and the notation
thereon of the payment if only partially paid and upon surrender thereof
if fully paid:

First: To the payment of all amounts due the Trustee under Section
907;

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

Third: To the payment of the remainder, if any, to the Company or to
whomsoever may be lawfully entitled to receive the same or as a court of
competent jurisdiction way direct.

SECTION 807. LIMITATION ON SUITS. No Holder shall have any
right to institute any proceedings, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless:

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

(b) the Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities of all series in respect of which an
Event of Default shall have occurred and be continuing, considered as one
class, shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;

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

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

(e) no direction inconsistent with such written request shall have
been given to the Trustee during such 60-day period by the Holders of a
majority in aggregate principal amount of the Outstanding Securities of all
series in respect of which an Event of Default shall have occurred and be
continuing, considered as one class;

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

SECTION 808. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
PRINCIPAL, PREMIUM AND INTEREST. Notwithstanding any other provision in
this Indenture, the Holder of any Security shall have the right, which
is absolute and unconditional, to receive payment of the principal of
(and premium, if any) and (subject to Sections 307 and 311) interest
(including any Additional Interest Attributable to Taxes) on such
Security on the Stated Maturity or Maturities expressed in such Security
(or, in the case of redemption, on the Redemption Date) and to institute
suit for the enforcement of any such payment, and such rights shall not
be impaired without the consent of such Holder. In the case of
Securities of a series issued to a Trust, any holder of the
corresponding series of Preferred Securities shall have the right, upon
the occurrence of an Event of Default described in Section 801(a) or
801(b) hereof, to institute a suit directly against the

Company for enforcement of payment to such holder of principal of (and
premium, if any) and (subject to Sections 307 and 311) interest
(including any Additional Interest Attributable to Taxes) on the
Securities of such series having a principal amount equal to the
aggregate liquidation amount of the Preferred Securities of the
corresponding series held by such holder.

SECTION 809. RESTORATION OF RIGHTS AND REMEDIES. If the
Trustee or any Holder has instituted any proceeding to enforce any right
or remedy under this Indenture and such proceeding shall have been
discontinued or abandoned for any reason, or shall have been determined
adversely to the Trustee or to such Holder, then and in every such case,
subject to any determination in such proceeding, the Company, the
Trustee and such Holder shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies
of the Trustee and such Holder shall continue as though no such
proceeding had been instituted.

SECTION 810. RIGHTS AND REMEDIES CUMULATIVE. Except as
otherwise provided in the last paragraph of Section 306, no right or
remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of
any other appropriate right or remedy.

SECTION 811. DELAY OR OMISSION NOT WAIVER. No delay or
omission of the Trustee or of any Holder to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the
Trustee or to the Holders say be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as
the case may be.

SECTION 812. CONTROL BY HOLDERS OF SECURITIES. If an Event of
Default shall have occurred and be continuing in respect of a series of
Securities, the Holders of a majority in principal amount of the
Outstanding Securities of such series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Securities of such series; provided,
however, that if an Event of Default shall have occurred and be
continuing with respect to more than one series of Securities, the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of all such series, considered as one class, shall have the
right to make such direction, and not the Holders of the Securities of
any one of such series; and provided, further, that such direction shall
not be in conflict with any rule of law or with this Indenture. Before
proceeding to exercise any right or power hereunder at the direction of
such Holders, the Trustee shall be entitled to receive from such Holders
reasonable security or

indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with any such direction.

SECTION 813. WAIVER OF PAST DEFAULTS. The Holders of not less
than a majority in principal amount of the Outstanding Securities of any
series may on behalf of the Holders of all the Securities of such series
waive any past default hereunder and its consequences with respect to
such series, and, in the case of Securities of a series issued to a
Trust, should the holders of such Securities fail to waive such default,
the holders of a majority in aggregate liquidation amount of the related
series of Preferred Securities shall have such right, in each case
except for a default

(a) in the payment of the principal of or premium, if any, or
interest (including any Additional Interest Attributable to Taxes) on any
Security of such series, or

(b) in respect of a covenant or provision hereof which under Section
1202 cannot be modified or amended without the consent of the Holder of
each Outstanding Security of such series affected;

provided, however, that so long as a Trust holds the Securities of any
series, such Trust may not waive any past default without the consent of
at least a majority in aggregate liquidation amount of the outstanding
Preferred Securities issued by such Trust affected, obtained as provided
in the Trust Agreement pertaining to such Trust.

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

SECTION 814. UNDERTAKING FOR COSTS. The Company and the
Trustee agree, and each Holder by acceptance of a Security, shall be
deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including
reasonable attorneys fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall
not apply to any suit instituted by the Company, to any suit instituted
by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in aggregate principal
amount of the Outstanding Securities of all series in respect of which
such suit may be brought, considered as one class, or to any suit
instituted by any Holder for the enforcement of the payment of the
principal of or premium, if any, or interest, if any, on any Security on
or after

the Stated Maturity or Maturities expressed in such Security (or, in the
case of redemption, on or after the Redemption Date).

SECTION 815. WAIVER OF STAY OR EXTENSION LAWS. The Company
covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (to the
extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

ARTICLE NINE

THE TRUSTEE

SECTION 901. CERTAIN DUTIES AND RESPONSIBILITIES.

(a) The Trustee shall have and be subject to all the duties and
responsibilities specified with respect to an indenture trustee in the
Trust Indenture Act and no implied covenants or obligations shall be read
into this Indenture against the Trustee.

(b) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder, or in the exercise of any
of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.

(c) Notwithstanding anything contained in this Indenture to the
contrary, the duties and responsibilities of the Trustee under this
Indenture shall be subject to the protections, exculpations and limitations
on liability afforded to the Trustee under the provisions of the Trust
Indenture Act.

(d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of
this Section.

SECTION 902. NOTICE OF DEFAULTS. The Trustee shall give
notice of any default hereunder with respect to the Securities of any
series to the Holders of Securities of such series in the manner and to
the extent required to do so by the Trust Indenture Act, unless such
default

shall have been cured or waived; provided, however, that in the case of
any default of the character specified in Section 801(c), no such notice
to Holders shall be given until at least 45 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any
event which is, or after notice or lapse of time, or both, would become,
an Event of Default.

SECTION 903. CERTAIN RIGHTS OF TRUSTEE. Subject to the
provisions of Section 901 and to the applicable provisions of the Trust
Indenture Act:

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

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

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

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

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

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

requirements) be entitled to examine, during normal business hours, the books,
records and premises of the Company, personally or by agent or attorney;

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

(h) the Trustee shall not be charged with knowledge of any default or
Event of Default, as the case may be, with respect to the Securities of any
series for which it in acting as Trustee unless either (1) a Responsible
Officer of the Trustee shall have actual knowledge of the default or Event
of Default, as the case may be, or (2) written notice of such default or
Event of Default, as the case may be, shall have been given to the Trustee
by the Company, any other obligor on such Securities or by any Holder of
such Securities.

SECTION 904. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES. The recitals contained herein and in the Securities (except the
Trustee's certificates of authentication) shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes
responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Indenture or of the Securities.
Neither the Trustee nor any Authenticating Agent shall be accountable for the
use or application by the Company of Securities or the proceeds thereof.

SECTION 905. MAY HOLD SECURITIES. Each of the Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities and, subject to Sections 908 and 913, may
otherwise deal with the Company with the same rights it would have if it were
not the Trustee, Authenticating Agent, Paying Agent, Security Registrar or
such other agent.

SECTION 906. MONEY HELD IN TRUST. Money held by the Trustee in
trust hereunder need not be segregated from other funds, except to the extent
required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as expressly provided herein or
otherwise agreed with, and for the sole benefit of, the Company.

SECTION 907. COMPENSATION AND REIMBURSEMENT. The Company shall

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

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

(c) indemnify the Trustee for, and hold it harmless from and against,
any loss, liability or expense reasonably incurred by it arising out of or
in connection with the acceptance or administration of the trust or trusts
hereunder or the performance of its duties hereunder, including the
reasonable costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its
powers or duties hereunder, except to the extent any such loss, liability
or expense may be attributable to its negligence, wilful misconduct or bad
faith.

As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a lien prior to the Securities upon
all property and funds held or collected by the Trustee as such other than
property and funds held in trust under Section 703 (except as otherwise provided
in Section 703). "Trustee" for purposes of this Section shall include any
predecessor Trustee; provided, however, that the negligence, wilful misconduct
or bad faith of any Trustee hereunder shall not affect the rights of any other
Trustee hereunder.

In addition to the rights provided to the Trustee pursuant to the
provisions of the immediately preceding paragraph of this Section 907, when the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 801(d) or Section 801(e), the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
applicable Federal or State bankruptcy, insolvency or other similar law.

SECTION 908. DISQUALIFICATION; CONFLICTING INTERESTS. If the Trustee
shall have or acquire any conflicting interest within the meaning of the Trust
Indenture Act, it shall either eliminate such conflicting interest or resign to
the extent, in the manner and with the effect, and subject to the conditions,
provided in the Trust Indenture Act and this Indenture. For purposes of Section
310(b)(l) of the Trust Indenture Act and to the extent permitted thereby, the
Trustee, in its capacity as trustee in respect of the Securities of any series,
shall not be deemed to have a conflicting interest arising from its capacity as
trustee in respect of the Securities of any other series. The Trust Agreement
and the Guarantee Agreement pertaining to each Trust shall be deemed to be
specifically described in this Indenture for the purposes of clause (i) of the
first proviso contained in Section 310(b) of the Trust Indenture Act.

SECTION 909. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall
at all times be a Trustee hereunder which shall be

(a) a corporation organized and doing business under the laws of the
United States, any State or Territory thereof or the District of Columbia,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by Federal or State authority, or

(b) if and to the extent permitted by the Commission by rule,
regulation or order upon application, a corporation or other Person
organized and doing business under the laws of a foreign government,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $50,000,000 or the Dollar
equivalent of the applicable foreign currency and subject to supervision or
examination by authority of such foreign government or a political
subdivision thereof substantially equivalent to supervision or examination
applicable to United States institutional trustees,

and, in either ease, qualified and eligible under this Article and the Trust
Indenture Act. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of such supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

SECTION 910. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

(a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 911.

(b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If
the instrument of acceptance by a successor Trustee required by Section 911
shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

(c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series delivered to the
Trustee and to the Company; provided that so long as any Preferred
Securities remain outstanding, the Trust which issued such Preferred

Securities shall not execute any Act to remove the Trustee without the
consent of the holders of a majority in aggregate liquidation amount of
Preferred Securities issued by such Trust outstanding, obtained as provided
in the Trust Agreement pertaining to such Trust.

(d) If at any time:

(1) the Trustee shall fail to comply with Section 908 after
written request therefor by the Company or by any Holder who has been
a bona fide Holder for at least six months, or

(2) the Trustee shall cease to be eligible under Section 909 and
shall fail to resign after written request therefor by the Company or
by any such Holder, or

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

then, in any such case, (x) the Company by a Board Resolution may remove the
Trustee with respect to all Securities or (y) subject to Section 814, any Holder
who has been a bona fide Holder for at least six months may, on behalf of itself
and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee with respect to all Securities and the
appointment of a successor Trustee or Trustees.

(e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause
(other than as contemplated in clause (y) in subsection (d) of this
Section), with respect to the Securities of one or more series, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee
or Trustees with respect to the Securities of that or those series (it
being understood that any such successor Trustee may be appointed with
respect to the Securities of one or more or all of such series and that at
any time there shall be only one Trustee with respect to the Securities of
any particular series) and shall comply with the applicable requirements of
Section 911. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of
such series delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section 911,
become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Company or the Holders and
accepted

appointment in the manner required by Section 911, any Holder who
has been a bona fide Holder of a Security of such series for at least six
months may, on behalf of itself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

(f) So long as no event which is, or after notice or lapse of time,
or both, would become, an Event of Default shall have occurred and be
continuing, and except with respect to a Trustee appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
pursuant to subsection (e) of this Section, if the Company shall have
delivered to the Trustee (i) a Board Resolution appointing a successor
Trustee, effective as of a date specified therein, and (ii) an instrument
of acceptance of such appointment, effective as of such date, by such
successor Trustee in accordance with Section 911, the Trustee shall be
deemed to have resigned as contemplated in subsection (b) of this Section,
the successor Trustee shall be deemed to have been appointed by the Company
pursuant to subsection (e) of this Section and such appointment shall be
deemed to have been accepted as contemplated in Section 911, all as of such
date, and all other provisions of this Section and Section 911 shall be
applicable to such resignation, appointment and acceptance except to the
extent inconsistent with this subsection (f).

(g) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of
any series by mailing written notice of such event by first-class mail,
postage prepaid, to all Holders of Securities of such series as their names
and addresses appear in the Security Register. Each notice shall include
the name of the successor Trustee with respect to the Securities of such
series and the address of its corporate trust office.

SECTION 911. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

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

(c) Upon request of any such successor Trustee, the Company shall
execute any instruments which fully vest in and confirm to such successor
Trustee all such rights, powers and trusts referred to in subsection (a) or
(b) of this Section, as the case may be.

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

SECTION 912. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution

or filing of any paper or any further act on the part of any of the parties
hereto. In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion
or consolidation to such authenticating Trustee may adopt such authentication
and deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

SECTION 913. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. If
the Trustee shall be or become a creditor of the Company or any other obligor
upon the Securities (other than by reason of a relationship described in Section
311(b) of the Trust Indenture Act), the Trustee shall be subject to any and all
applicable provisions of the Trust Indenture Act regarding the collection of
claims against the Company or such other obligor. For purposes of Section 311(b)
of the Trust Indenture Act:

(a) the term "cash transaction" means any transaction in which full
payment for goods or securities sold is made within seven days after
delivery of the goods or securities in currency or in checks or other
orders drawn upon banks or bankers and payable upon demand;

(b) the term "self-liquidating paper" means any draft, ▇▇▇▇ of
exchange, acceptance or obligation which is made, drawn, negotiated or
incurred by the Company for the purpose of financing the purchase,
processing, manufacturing, shipment, storage or sale of goods, wares or
merchandise and which is secured by documents evidencing title to,
possession of, or a lien upon, the goods, wares or merchandise or the
receivables or proceeds arising from the sale of the goods, wares or
merchandise previously constituting the security, provided the security is
received by the Trustee simultaneously with the creation of the creditor
relationship with the Company arising from the making, drawing, negotiating
or incurring of the draft, ▇▇▇▇ of exchange, acceptance or obligation.

SECTION 914. CO-TRUSTEES AND SEPARATE TRUSTEES. At any time or
times, for the purpose of meeting the legal requirements of any applicable
jurisdiction, the Company and the Trustee shall have power to appoint, and, upon
the written request of the Trustee or of the Holders of at least 33% in
principal amount of the Securities then Outstanding, the Company shall for such
purpose join with the Trustee in the execution and delivery of all instruments
and agreements necessary or proper to appoint, one or more Persons approved by
the Trustee either to act as co-trustee, jointly with the Trustee, or to act as
separate trustee, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons, in the
capacity aforesaid, any property, title, right or power deemed necessary or
desirable, subject to the other provisions of this Section. If the Company does
not join in such appointment within 15 days after the receipt by it of a request
so to do, or if an Event of Default shall have occurred and be continuing, the
Trustee alone shall have power to make such appointment.

Should any written instrument or instruments from the Company be
required by any co-trustee or separate trustee so appointed to more fully
confirm to such co-trustee or separate trustee such property, title, right or
power, any and all such instruments shall, on request, be executed,
acknowledged and delivered by the Company.

Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following conditions:

(a) the Securities shall be authenticated and delivered, and all
rights, powers, duties and obligations hereunder in respect of the custody
of securities, cash and other personal property held by, or required to be
deposited or pledged with, the Trustee hereunder, shall be exercised solely
by the Trustee;

(b) the rights, powers, duties and obligations hereby conferred or
imposed upon the Trustee in respect of any property covered by such
appointment shall be conferred or imposed upon and exercised or performed
either by the Trustee or by the Trustee and such co-trustee or separate
trustee jointly, as shall be provided in the instrument appointing such
co-trustee or separate trustee, except to the extent that under any law of
any jurisdiction in which any particular act is to be performed, the
Trustee shall be incompetent or unqualified to perform such act, in which
event such rights, powers, duties and obligations shall be exercised and
performed by such co-trustee or separate trustee;

(c) the Trustee at any time, by an instrument in writing executed by
it, with the concurrence of the Company, may accept the resignation of or
remove any co-trustee or separate trustee appointed under this Section,
and, if an Event of Default shall have occurred and be continuing, the
Trustee shall have power to accept the resignation of, or remove, any such
co-trustee or separate trustee without the concurrence of the Company.
Upon the written request of the Trustee, the Company shall join with the
Trustee in the execution and delivery of all instruments and agreements
necessary or proper to effectuate such resignation or removal. A successor
to any co-trustee or separate trustee so resigned or removed may be
appointed in the manner provided in this Section;

(d) no co-trustee or separate trustee hereunder shall be personally
liable by reason of any act or omission of the Trustee, or any other such
trustee hereunder; and

(e) any Act of Holders delivered to the Trustee shall be deemed to
have been delivered to each such co-trustee and separate trustee.

SECTION 915. APPOINTMENT OF AUTHENTICATING AGENT. The Trustee may
appoint an Authenticating Agent or Agents with respect to the Securities of one
or more series, which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series

issued upon original issuance and upon exchange, registration of transfer or
partial redemption thereof or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States, any State or territory thereof or the
District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this
Section.

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

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

The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments in accordance
with and subject to the provisions of Section 907.

The provisions of Sections 308, 904 and 905 shall be applicable to
each Authenticating Agent.

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

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

------------------------
As Trustee

By
----------------------
As Authenticating
Agent

By
----------------------
Authorized Signatory

If all of the Securities of a series may not be originally issued at
one time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested by the Company in writing (which writing
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel), shall appoint, in accordance with this Section and in accordance with
such procedures as shall be acceptable to the Trustee, an Authenticating Agent
having an office in a Place of Payment designated by the Company with respect to
such series of Securities.

ARTICLE TEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 1001. LISTS OF HOLDERS. Semiannually, not later than
June 1 and December 1 in each year, commencing June 1, 1997, and at such
other times as the Trustee may request in writing, the Company shall
furnish or cause to be furnished to the Trustee information as to the
names and addresses of the Holders, and the Trustee shall preserve such
information and similar information received by it in any other capacity
and afford to the Holders access to information so preserved by it, all
to such extent, if any, and in such manner as shall be required by the
Trust Indenture Act; provided, however, that no such list need be
furnished so long as the Trustee shall be the Security Registrar.

SECTION 1002. REPORTS BY TRUSTEE AND COMPANY. Within 60 days
after May 15 of each year, commencing May 15, 1997, the Trustee shall
transmit to the Holders and the Commission a report required to be
transmitted by the Trustee pursuant to Section 313(a) of the Trust
Indenture Act, in such manner and to the extent required by the Trust
Indenture Act. The Trustee shall transmit to the Holders and the
Commission, and the Company shall file with the Trustee (within 30 days
after filing with the Commission in the case of reports which pursuant
to the Trust Indenture Act must be filed with the Commission and
furnished to the Trustee) and transmit to the Holders, such other
information, reports and other documents, if any, at such times and in
such manner, as shall be required by the Trust Indenture Act.

ARTICLE ELEVEN

CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER

SECTION 1101. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN
TERMS. The Company shall not consolidate with or merge into any other
corporation, or convey or otherwise transfer or lease its properties and
assets substantially as an entirety to any Person, unless

(a) the corporation formed by such consolidation or into which the
Company is merged or the Person which acquires by conveyance or transfer,
or which leases, the properties and assets of the Company substantially as
an entirety shall be a Person organized and validly existing under the laws
of the United States, any State thereof or the District of Columbia, and
shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of and premium, if any, and interest, if
any, on all

Outstanding Securities and the performance of every covenant of this
Indenture on the part of the Company to be performed or observed;

(b) immediately after giving effect to such transaction no Event of
Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have occurred and be continuing; and

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

SECTION 1102. SUCCESSOR CORPORATION SUBSTITUTED. Upon any
consolidation by the Company with or merger by the Company into any
other corporation or any conveyance, or other transfer or lease of the
properties and assets of the Company substantially as an entirety in
accordance with Section 1101, the successor corporation formed by such
consolidation or into which the Company is merged or the Person to which
such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person
had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities Outstanding
hereunder.

ARTICLE TWELVE

SUPPLEMENTAL INDENTURES

SECTION 1201. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
HOLDERS. Without the consent of any Holders, the Company and the Trustee,
at any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes:

(a) to evidence the succession of another Person to the Company and
the assumption by any such successor of the covenants of the Company herein
and in the Securities, all as provided in Article Eleven; or

(b) to add one or more covenants of the Company or other provisions
for the benefit of all Holders or for the benefit of the Holders of, or to
remain in effect only so

long as there shall be Outstanding Securities of one or more specified
series, or to surrender any right or power herein conferred upon the
Company; or

(d) to change or eliminate any provision of this Indenture or to add
any new provision to this Indenture; provided, however, that if such
change, elimination or addition shall adversely affect the interests of the
Holders of Securities of any series Outstanding on the date of such
indenture supplemental hereto in any material respect, such change,
elimination or addition shall become effective with respect to such series
only pursuant to the provisions of Section 1202 hereof or when no Security
of such series remains Outstanding; or

(e) to provide collateral security for all but not part of the
Securities; or

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

(g) to provide for the authentication and delivery of bearer
securities and coupons appertaining thereto representing interest, if any,
thereon and for the procedures for the registration, exchange and
replacement thereof and for the giving of notice to, and the solicitation
of the vote or consent of, the holders thereof, and for any and all other
matters incidental thereto; or

(h) to evidence and provide for the acceptance of appointment
hereunder by a separate or successor Trustee with respect to the Securities
of one or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee pursuant to
the requirements of Section 911(b); or

(i) to provide for the procedures required to permit the Company to
utilize, at its option, a noncertificated system of registration for all,
or any series of, the Securities; or

(j) to change any place or places where (1) the principal of and
premium, if any, and interest, if any, on all or any series of Securities
shall be payable, (2) all or any series of Securities may be surrendered
for registration of transfer, (3) all or any series of Securities may be
surrendered for exchange and (4) notices and demands to or upon the Company
in respect of all or any series of Securities and this Indenture may be
served; or

(k) to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision
herein, or to make any other changes to the provisions hereof or to add
other provisions with respect to matters or questions arising under this
Indenture, provided that such other changes or additions shall not
adversely affect the interests of the Holders of Securities of any series
in any material respect.

Without limiting the generality of the foregoing, if the
Trust Indenture Act as in effect at the date of the execution and
delivery of this Indenture or at any time thereafter shall be
amended and

(x) if any such amendment shall require one or more changes to
any provisions hereof or the inclusion herein of any additional
provisions, or shall by operation of law be deemed to effect such
changes or incorporate such provisions by reference or otherwise, this
Indenture shall be deemed to have been amended so as to conform to
such amendment to the Trust Indenture Act, and the Company and the
Trustee may, without the consent of any Holders, enter into an
indenture supplemental hereto to effect or evidence such changes or
additional provisions; or

(y) if any such amendment shall permit one or more changes to,
or the elimination of, any provisions hereof which, at the date of the
execution and delivery hereof or at any time thereafter, are required
by the Trust Indenture Act to be contained herein, this Indenture
shall be deemed to have been amended to effect such changes or
elimination, and the Company and the Trustee may, without the consent
of any Holders, enter into an indenture supplemental hereto to
evidence such amendment hereof.

SECTION 1202. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.
With the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of all series then
Outstanding under this Indenture, considered as one class, by Act of
said Holders delivered to the Company and the Trustee, the Company, when
authorized by a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding
any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture or modifying in any manner the rights of
the Holders of Securities of such series under this Indenture; provided,
however, that if there shall be Securities of more than one series
Outstanding hereunder and if a proposed supplemental indenture shall
directly affect the rights of the Holders of Securities of one or more,
but less than all, of such series, then the consent only of the Holders
of a majority in aggregate principal amount of the Outstanding
Securities of all series so directly affected, considered as one class,
shall be required; and provided, further, that no such supplemental
indenture shall:

(a) except to the extent permitted by Section 311 or as otherwise
specified as contemplated by Section 301 with respect to the extension of
the interest payment period of the Securities of any series, change the
Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or the
rate of interest thereon (or the amount of any installment of interest
thereon) or change the method of calculating such rate or reduce any
premium payable upon the redemption thereof, or change the coin or currency
(or other property), in which any Security or any premium or the interest
thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof
(or, in the case of redemption, on or after the Redemption Date), without,
in any such case, the consent of the Holder of such Security, or

(b) reduce the percentage in principal amount of the Outstanding
Securities of any series (or, if applicable, in liquidation amount of any
series of Preferred Securities), the consent of the Holders of which is
required for any such supplemental indenture, or the consent of the Holders
of which is required for any waiver of compliance with any provision of
this Indenture or of any default hereunder and its consequences, or reduce
the requirements of Section 1304 for quorum or voting, without, in any such
case, the consent of the Holder of each Outstanding Security of such
series, or

(c) modify any of the provisions of this Section, Section 607 or
Section 813 with respect to the Securities of any series, except to
increase the percentages in principal amount referred to in this Section or
such other Sections or to provide that other provisions of this Indenture
cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby; provided, however, that this clause
shall not be deemed to require the consent of any Holder with respect to
changes in the references to "the Trustee" and concomitant changes in this
Section, or the deletion of this proviso, in accordance with the
requirements of Sections 911(b) and 1201(h).

Notwithstanding the foregoing, so long as any of the Preferred
Securities remain outstanding, the Trustee may not consent to a
supplemental indenture under this Section 1202 without the prior
consent, obtained as provided in the Trust Agreement pertaining to each
Trust which issued such Preferred Securities, of the holders of not less
than a majority in aggregate liquidation amount of all Preferred
Securities issued by each such Trust affected thereby, considered as
one class, or, in the case of changes described in clauses (a), (b) and
(c) above, 100% in aggregate liquidation amount of all such Preferred
Securities then outstanding which would be affected thereby, considered
as one class. A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been
included solely for the benefit of one or more particular series of
Securities, or which modifies the rights of the Holders of Securities of
such series with respect to such covenant or other provision, shall

be deemed not to affect the rights under this Indenture of the Holders
of Securities of any other series.

It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the
substance thereof. A waiver by a Holder of such Holder's right to
consent under this Section shall be deemed to be a consent of such
Holder.

SECTION 1203. EXECUTION OF SUPPLEMENTAL INDENTURES. In
executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be
entitled to receive, and (subject to Section 901) shall be fully
protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee's own
rights, duties, immunities or liabilities under this Indenture or
otherwise.

SECTION 1204. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the
execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all
purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby. Any
supplemental indenture permitted by this Article may restate this
Indenture in its entirety, and, upon the execution and delivery thereof,
any such restatement shall supersede this Indenture as theretofore in
effect for all purposes.

SECTION 1205. CONFORMITY WITH TRUST INDENTURE ACT. Every
supplemental indenture executed pursuant to this Article shall conform
to the requirements of the Trust Indenture Act as then in effect.

SECTION 1206. REFERENCE IN SECURITIES TO SUPPLEMENTAL
INDENTURES. Securities of any series authenticated and delivered after
the execution of any supplemental indenture pursuant to this Article
may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new
Securities of any series so modified as to conform, in the opinion of
the Trustee and the Company, to any such supplemental indenture may be
prepared and executed by the Company and authenticated and delivered by
the Trustee in exchange for Outstanding Securities of such series.

SECTION 1207. MODIFICATION WITHOUT SUPPLEMENTAL INDENTURE. If
the terms of any particular series of Securities shall have been
established in a Board Resolution or an Officer's Certificate as
contemplated by Section 301, and not in an indenture supplemental
hereto,

additions to, changes in or the elimination of any of such terms may be
effected by means of a supplemental Board Resolution or Officer's
Certificate, as the case may be, delivered to, and accepted by, the
Trustee; provided, however, that such supplemental Board Resolution or
Officer's Certificate shall not be accepted by the Trustee or otherwise
be effective unless all conditions set forth in this Indenture which
would be required to be satisfied if such additions, changes or
elimination were contained in a supplemental indenture shall have been
appropriately satisfied. Upon the acceptance thereof by the Trustee, any
such supplemental Board Resolution or Officer's Certificate shall be
deemed to be a "supplemental indenture" for purposes of Section 1204 and
1206.

ARTICLE THIRTEEN

MEETINGS OF HOLDERS; ACTION WITHOUT MEETING

SECTION 1301. PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A
meeting of Holders of Securities of one or more, or all, series may be
called at any time and from time to time pursuant to this Article to
make, give or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be
made, given or taken by Holders of Securities of such series.

SECTION 1302. CALL, NOTICE AND PLACE OF MEETINGS.

(a) The Trustee may at any time call a meeting of Holders of
Securities of one or more, or all, series for any purpose specified in
Section 1301, to be held at such time and at such place in the State of
Illinois, as the Trustee shall determine, or, with the approval of the
Company, at any other place. Notice of every such meeting, setting forth
the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than 21 nor more than 180 days prior to
the date fixed for the meeting.

(b) If the Trustee shall have been requested to call a meeting of the
Holders of Securities of one or more, or all, series by the Company or by
the Holders of 33% in aggregate principal amount of all of such series,
considered as one class, for any purpose specified in Section 1301, by
written request setting forth in reasonable detail the action proposed to
be taken at the meeting, and the Trustee shall not have given the notice of
such meeting within 21 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then
the Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the
State of Illinois, or in such other place as shall be determined or

approved by the Company, for such meeting and may call such meeting for
such purposes by giving notice thereof as provided in subsection (a) of
this Section.

(c) Any meeting of Holders of Securities of one or more, or all,
series shall be valid without notice if the Holders of all Outstanding
Securities of such series are present in person or by proxy and if
representatives of the Company and the Trustee are present, or if notice is
waived in writing before or after the meeting by the Holders of all
Outstanding Securities of such series, or by such of them as are not
present at the meeting in person or by proxy, and by the Company and the
Trustee.

SECTION 1303. PERSONS ENTITLED TO VOTE AT MEETINGS. To be
entitled to vote at any meeting of Holders of Securities of one or more,
or all, series a Person shall be (a) a Holder of one or more Outstanding
Securities of such series, or (b) a Person appointed by an instrument in
writing as proxy for a Holder or Holders of one or more Outstanding
Securities of such series by such Holder or Holders. The only Persons
who shall be entitled to attend any meeting of Holders of Securities of
any series shall be the Persons entitled to vote at such meeting and
their counsel, any representatives of the Trustee and its counsel and
any representatives of the Company and its counsel.

SECTION 1304. QUORUM; ACTION. The Persons entitled to vote a
majority in aggregate principal amount of the Outstanding Securities of
the series with respect to which a meeting shall have been called as
herein before provided, considered as one class, shall constitute a
quorum for a meeting of Holders of Securities of such series; provided,
however, that if any action is to be taken at such meeting which this
Indenture expressly provides may be taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the
Outstanding Securities of such series, considered as one class, the
Persons entitled to vote such specified percentage in principal amount
of the Outstanding Securities of such series, considered as one class,
shall constitute a quorum. In the absence of a quorum within one hour of
the time appointed for any such meeting, the meeting shall, if convened
at the request of Holders of Securities of such series, be dissolved. In
any other case the meeting may be adjourned for such period as may be
determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting,
such adjourned meeting may be further adjourned for such period as may
be determined by the chairman of the meeting prior to the adjournment of
such adjourned meeting. Except as provided by Section 1305(e), notice of
the reconvening of any meeting adjourned for more than 30 days shall be
given as provided in Section 1302(a) not less than 10 days prior to the
date on which the meeting is scheduled to be reconvened. Notice of the
reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the
Outstanding Securities of such series which shall constitute a quorum.

Except as limited by Section 1202, any resolution presented to
a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted only by the affirmative vote of the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of the series with respect to which such meeting shall have
been called, considered as one class; provided, however, that, except as
so limited, any resolution with respect to any action which this
Indenture expressly provides may be taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the
Outstanding Securities of such series, considered as one class, may be
adopted at a meeting or an adjourned meeting duly reconvened and at
which a quorum is present as aforesaid by the affirmative vote of the
Holders of such specified percentage in principal amount of the
Outstanding Securities of such series, considered as one class.

Any resolution passed or decision taken at any meeting of
Holders of Securities duly held in accordance with this Section shall be
binding on all the Holders of Securities of the series with respect to
which such meeting shall have been held, whether or not present or
represented at the meeting.

SECTION 1305. ATTENDANCE AT MEETINGS; DETERMINATION OF VOTING
RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS.

(a) Attendance at meetings of Holders of Securities may be in person
or by proxy; and, to the extent permitted by law, any such proxy shall
remain in effect and be binding upon any future Holder of the Securities
with respect to which it was given unless and until specifically revoked by
the Holder or future Holder of such Securities before being voted.

(b) Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for
any meeting of Holders of Securities in regard to proof of the holding of
such Securities and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to
vote, and such other matters concerning the conduct of the meeting as it
shall deem appropriate. Except as otherwise permitted or required by any
such regulations, the holding of Securities shall be proved in the manner
specified in Section 104 and the appointment of any proxy shall be proved
in the manner specified in Section 104. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be
presumed valid and genuine without the proof specified in Section 104 or
other proof.

(c) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been
called by the Company or by Holders as provided in Section 1302(b), in
which case the Company or the Holders of

Securities of the series calling the meeting, as the case may be, shall
in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the
Persons entitled to vote a majority in aggregate principal amount of the
Outstanding Securities of all series represented at the meeting,
considered as one class.

(d) At any meeting each Holder or proxy shall be entitled to one vote
for each $1 principal amount of Securities held or represented by such
Holder; provided, however, that no vote shall be cast or counted at any
meeting in respect of any Security challenged as not Outstanding and ruled
by the chairman of the meeting to be not Outstanding. The chairman of the
meeting shall have no right to vote, except as a Holder of a Security or
proxy.

(e) Any meeting duly called pursuant to Section 1302 at which a
quorum is present may be adjourned from time to time by Persons entitled to
vote a majority in aggregate principal amount of the Outstanding Securities
of all series represented at the meeting, considered as one class; and the
meeting may be held as so adjourned without further notice.

SECTION 1306. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.
The vote upon any resolution submitted to any meeting of Holders shall
be by written ballots on which shall be subscribed the signatures of the
Holders or of their representatives by proxy and the principal amounts
and serial numbers of the Outstanding Securities, of the series with
respect to which the meeting shall have been called, held or represented
by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or
against any resolution and who shall make and file with the secretary of
the meeting their verified written reports of all votes cast at the
meeting. A record of the proceedings of each meeting of Holders shall be
prepared by the secretary of the meeting and there shall be attached to
said record the original reports of the inspectors of votes on any vote
by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was given as provided in Section 1302 and,
if applicable, Section 1304. Each copy shall be signed and verified by
the affidavits of the permanent chairman and secretary of the meeting
and one such copy shall be delivered to the Company, and another to the
Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting. Any record so signed and
verified shall be conclusive evidence of the matters therein stated.

SECTION 1307. ACTION WITHOUT MEETING. In lieu of a vote of
Holders at a meeting as herein before contemplated in this Article, any
request, demand, authorization, direction, notice, consent, waiver or
other action may be made, given or taken by Holders by written
instruments as provided in Section 104.

ARTICLE FOURTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 1401. LIABILITY SOLELY CORPORATE. No recourse shall be
had for the payment of the principal of or premium, if any, or interest, if
any, on any Securities, or any part thereof, or for any claim based thereon
or otherwise in respect thereof, or of the indebtedness represented thereby,
or upon any obligation, covenant or agreement under this Indenture, against
any incorporator, stockholder, officer or director, as such, past, present or
future of the Company or of any predecessor or successor corporation (either
directly or through the Company or a predecessor or successor corporation),
whether by virtue of any constitutional provision, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being
expressly agreed and understood that this Indenture and all the Securities
are solely corporate obligations, and that no personal liability whatsoever
shall attach to, or be incurred by, any incorporator, stockholder, officer or
director, past, present or future, of the Company or of any predecessor or
successor corporation, either directly or indirectly through the Company or
any predecessor or successor corporation, because of the indebtedness hereby
authorized or under or by reason of any of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities or to be
implied herefrom or therefrom, and that any such personal liability is hereby
expressly waived and released as a condition of, and as part of the
consideration for, the execution of this Indenture and the issuance of the
Securities.

ARTICLE FIFTEEN

SUBORDINATION OF SECURITIES

SECTION 1501. SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS. The
Company, for itself, its successors and assigns, covenants and agrees, and
each Holder of the Securities of each series, by its acceptance thereof,
likewise covenants and agrees, that the payment of the principal of and
premium, if any, and interest, if any, on each and all of the Securities is
hereby expressly subordinated and subject to the extent and in the manner set
forth in this Article, in right of payment to the prior payment in full of
all Senior Indebtedness.

Each Holder of the Securities of each series, by its acceptance
thereof, authorizes and directs the Trustee on its behalf to take such action
as may be necessary or appropriate to effectuate the subordination as
provided in this Article, and appoints the Trustee its attorney-in-fact for
any and all such purposes.

SECTION 1502. PAYMENT OVER OF PROCEEDS OF SECURITIES. In the
event (a) of any insolvency or bankruptcy proceedings or any receivership,
liquidation, reorganization or other similar proceedings in respect of the
Company or a substantial part of its property, or of any proceedings for
liquidation, dissolution or other winding up of the Company, whether or not
involving insolvency or bankruptcy, or (b) subject to the provisions of
Section 1503, that (i) a default shall have occurred with respect to the
payment of principal of or interest on or other monetary amounts due and
payable on any Senior Indebtedness, or (ii) there shall have occurred a
default (other than a default in the payment of principal or interest or
other monetary amounts due and payable) in respect of any Senior
Indebtedness, as defined therein or in the instrument under which the same is
outstanding, and the holder or holders thereof shall have accelerated the
maturity thereof in accordance with the terms of such instrument, and, in
the cases of subclauses (i) and (ii) of this clause (b), such default shall
not have been cured or waived or shall not have ceased to exist, or (c) that
the principal of and accrued interest on the Securities of any series shall
have been declared due and payable pursuant to Section 801 and such
declaration shall not have been rescinded and annulled as provided in Section
802, then:

(1) the holders of all Senior Indebtedness shall first be
entitled to receive payment of the full amount due thereon, or
provision shall be made for such payment in money or money's
worth, before the Holders of any of the Securities are entitled
to receive a payment on account of the principal of or interest
on the indebtedness evidenced by the Securities, including,
without limitation, any payments made pursuant to Articles Four
and Five;

(2) any payment by, or distribution of assets of, the
Company of any kind or character, whether in cash, property or
securities, to which any Holder or the Trustee would be entitled
except for the provisions of this Article, shall be paid or
delivered by the person making such payment or distribution,
whether a trustee in bankruptcy, a receiver or liquidating
trustee or otherwise, directly to the holders of such Senior
Indebtedness or their representative or representatives or to the
trustee or trustees under any indenture under which any
instruments evidencing any of such Senior Indebtedness may have
been issued, ratably according to the aggregate amounts remaining
unpaid on account of such Senior Indebtedness held or represented
by each, to the extent necessary to make payment in full of all
Senior Indebtedness remaining unpaid after giving effect to any
concurrent payment or distribution (or provision therefor) to the
holders of such Senior Indebtedness, before any payment or
distribution is made to the Holders of the indebtedness evidenced
by the Securities or to the Trustee under this Indenture; and

(3) in the event that, notwithstanding the foregoing, any
payment by, or distribution of assets of, the Company of any kind
or character, whether in cash, property or securities, in respect
of principal of or interest on the Securities or in connection
with any repurchase by the Company of the Securities, shall be
received by the Trustee or any Holder before all Senior
Indebtedness is paid in full, or provision is made for such
payment in money or money's worth, such payment or distribution
in respect of principal of or interest on the Securities or in
connection with any repurchase by the Company of the Securities
shall be paid over to the holders of such Senior Indebtedness or
their representative or representatives or to the trustee or
trustees under any indenture under which any instruments
evidencing any such Senior Indebtedness may have been issued,
ratably as aforesaid, for application to the payment of all
Senior Indebtedness remaining unpaid until all such Senior
Indebtedness shall have been paid in full, after giving effect to
any concurrent payment or distribution (or provision therefor) to
the holders of such Senior Indebtedness.

Notwithstanding the foregoing, at any time after the 123rd day following the
date of deposit of cash or Government Obligations pursuant to Section 701
(provided all conditions set out in such Section shall have been satisfied), the
funds so deposited and any interest thereon will not be subject to any rights of
holders of Senior Indebtedness including, without limitation, those arising
under this Article Fifteen; provided that no event described in clauses (d) and
(e) of Section 801 with respect to the Company has occurred during such 123-day
period.

For purposes of this Article only, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment which are subordinate
in right of payment to all Senior Indebtedness which may at the time be
outstanding to the same extent as, or to a greater extent than, the Securities
are so subordinated as provided in this Article. The consolidation of the
Company with, or the merger of the Company into, another corporation or the
liquidation or dissolution of the Company following the conveyance or transfer
of its property as an entirety, or substantially as an entirety, to another
corporation upon the terms and conditions provided for in Article Eleven hereof
shall not be deemed a dissolution, winding-up, liquidation or reorganization for
the purposes of this Section 1502 if such other corporation shall, as a part of
such consolidation, merger, conveyance or transfer, comply with the conditions
stated in Article Eleven hereof. Nothing in Section 1501 or in this Section
1502 shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 907.

SECTION 1503. DISPUTES WITH HOLDERS OF CERTAIN SENIOR INDEBTEDNESS.
Any failure by the Company to make any payment on or perform any other
obligation in respect of Senior Indebtedness, other than any indebtedness
incurred by the Company or assumed or guaranteed, directly or indirectly, by the
Company for money borrowed (or any deferral, renewal, extension or refunding
thereof) or any other obligation as to which the provisions of this Section
shall have been waived by the Company in the instrument or instruments by which
the Company incurred, assumed, guaranteed or otherwise created such indebtedness
or obligation, shall not be deemed a default under clause (b) of Section 1502 if
(i) the Company shall be disputing its obligation to make such payment or
perform such obligation and (ii) either (A) no final judgment relating to such
dispute shall have been issued against the Company which is in full force and
effect and is not subject to further review, including a judgment that has
become final by reason of the expiration of the time within which a party may
seek further appeal or review, or (B) in the event that a judgment that is
subject to further review or appeal has been issued, the Company shall in good
faith be prosecuting an appeal or other proceeding for review and a stay or
execution shall have been obtained pending such appeal or review.

SECTION 1504. SUBROGATION. Senior Indebtedness shall not be deemed
to have been paid in full unless the holders thereof shall have received cash
(or securities or other property satisfactory to such holders) in full payment
of such Senior Indebtedness then outstanding. Subject to the prior payment in
full of all Senior Indebtedness, the rights of the Holders of the Securities
shall be subrogated to the rights of the holders of Senior Indebtedness to
receive any further payments or distributions of cash, property or securities of
the Company applicable to the holders of the Senior Indebtedness until all
amounts owing on the Securities shall be paid in full; and such payments or
distributions of cash, property or securities received by the Holders of the
Securities, by reason of such subrogation, which otherwise would be paid or
distributed to the holders of such Senior Indebtedness shall, as between the
Company, its creditors other than the holders of Senior Indebtedness, and the
Holders, be deemed to be a payment by the Company to or on account of Senior
Indebtedness, it being understood that the provisions of this Article are and
are intended solely for the purpose of defining the relative rights of the
Holders, on the one hand, and the holders of the Senior Indebtedness, on the
other hand.

SECTION 1505. OBLIGATION OF THE COMPANY UNCONDITIONAL. Nothing
contained in this Article or elsewhere in this Indenture or in the Securities is
intended to or shall impair, as among the Company, its creditors other than the
holders of Senior Indebtedness and the Holders, the obligation of the Company,
which is absolute and unconditional, to pay to the Holders the principal of and
interest on the Securities as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the Holders and creditors of the Company other than the holders of
Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or
any Holder from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article

of the holders of Senior Indebtedness in respect of cash, property or
securities of the Company received upon the exercise of any such remedy.

Upon any payment or distribution of assets or securities of the
Company referred to in this Article, the Trustee and the Holders shall be
entitled to rely upon any order or decree of a court of competent jurisdiction
in which such dissolution, winding up, liquidation or reorganization proceedings
are pending for the purpose of ascertaining the persons entitled to participate
in such distribution, the holders of the Senior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon, and all other facts pertinent thereto or
to this Article.

SECTION 1506. PRIORITY OF SENIOR INDEBTEDNESS UPON MATURITY. Upon
the maturity of the principal of any Senior Indebtedness by lapse of time,
acceleration or otherwise, all matured principal of Senior Indebtedness and
interest and premium, if any, thereon shall first be paid in full before any
payment of principal or premium, if any, or interest, if any, is made upon the
Securities or before any Securities can be acquired by the Company or any
sinking fund payment is made with respect to the Securities (except that
required sinking fund payments may be reduced by Securities acquired before such
maturity of such Senior Indebtedness).

SECTION 1507. TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS. The Trustee
shall be entitled to all rights set forth in this Article with respect to any
Senior Indebtedness at any time held by it, to the same extent as any other
holder of Senior Indebtedness. Nothing in this Article shall deprive the Trustee
of any of its rights as such holder.

SECTION 1508. NOTICE TO TRUSTEE TO EFFECTUATE SUBORDINATION.
Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment of moneys to or by the
Trustee unless and until the Trustee shall have received written notice thereof
from the Company, from a Holder or from a holder of any Senior Indebtedness or
from any representative or representatives of such holder and, prior to the
receipt of any such written notice, the Trustee shall be entitled, subject to
Section 901, in all respects to assume that no such facts exist; provided,
however, that, if prior to the fifth Business Day preceding the date upon which
by the terms hereof any such moneys may become payable for any purpose, or in
the event of the execution of an instrument pursuant to Section 702
acknowledging satisfaction and discharge of this Indenture, then if prior to the
second Business Day preceding the date of such execution, the Trustee shall not
have received with respect to such moneys the notice provided for in this
Section, then, anything herein contained to the contrary notwithstanding, the
Trustee may, in its discretion, receive such moneys and/or apply the same to the
purpose for which they were received, and shall not be affected by any notice to
the contrary, which may be received by it on or after such date; provided,
however, that no such

application shall affect the obligations under this Article of the persons
receiving such moneys from the Trustee.

SECTION 1509. MODIFICATION, EXTENSION, ETC. OF SENIOR INDEBTEDNESS.
The holders of Senior Indebtedness may, without affecting in any manner the
subordination of the payment of the principal of and premium, if any, and
interest, if any, on the Securities, at any time or from time to time and in
their absolute discretion, agree with the Company to change the manner, place or
terms of payment, change or extend the time of payment of, or renew or alter,
any Senior Indebtedness, or amend or supplement any instrument pursuant to which
any Senior Indebtedness is issued, or exercise or refrain from exercising any
other of their rights under the Senior Indebtedness including, without
limitation, the waiver of default thereunder, all without notice to or assent
from the Holders or the Trustee.

SECTION 1510. TRUSTEE HAS NO FIDUCIARY DUTY TO HOLDERS OF SENIOR
INDEBTEDNESS. With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and objectives as
are specifically set forth in this Indenture, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness, and shall not be
liable to any such holders if it shall mistakenly pay over or deliver to the
Holders or the Company or any other Person, money or assets to which any holders
of Senior Indebtedness shall be entitled by virtue of this Article or otherwise.

SECTION 1511. PAYING AGENTS OTHER THAN THE TRUSTEE. In case at any
time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term "Trustee" as used in this Article
shall in such case (unless the context shall otherwise require) be construed as
extending to and including such Paying Agent within its meaning as fully for all
intents and purposes as if such Paying Agent were named in this Article in
addition to or in place of the Trustee; provided, however, that Sections 1507,
1508 and 1510 shall not apply to the Company if it acts as Paying Agent.

SECTION 1512. RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS NOT IMPAIRED.
No right of any present or future holder of Senior Indebtedness to enforce the
subordination herein shall at any time or in any way be prejudiced or impaired
by any act or failure to act on the part of the Company or by any noncompliance
by the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.

SECTION 1513. EFFECT OF SUBORDINATION PROVISIONS; TERMINATION.
Notwithstanding anything contained herein to the contrary, other than as
provided in the immediately succeeding sentence, all the provisions of this
Indenture shall be subject to the provisions of this Article, so far as the same
may be applicable thereto.

Notwithstanding anything contained herein to the contrary, the
provisions of this Article Fifteen shall be of no further effect, and the
Securities shall no longer be subordinated in right of payment to the prior
payment of Senior Indebtedness, if the Company shall have delivered to the
Trustee a notice to such effect. Any such notice delivered by the Company shall
not be deemed to be a supplemental indenture for purposes of Article Twelve.

------------------------

This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, all as of the day and year first above written.

MIDAMERICAN ENERGY COMPANY

By:
------------------------------------

THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee

By:
-------------------------------------

STATE OF )
----------------
) ss.:
COUNTY OF )
----------------

On the th day of , 1996, before me personally
came , to me known, who, being by me duly sworn, did depose and
say that he is the of MidAmerican Energy Company, one of
the corporations described herein and which executed the foregoing instrument;
and that he signed his name thereto by authority of the Board of Directors of
said corporation.

------------------------------------
Notary Public, State of
------------

STATE OF )
--------------------
) ss.:
COUNTY OF )
-------------------

On the th day of , 1996, before me personally
came , to me known, who, being by me duly sworn, did depose and
say that he is a of The First National Bank of Chicago,
one of the corporations described herein and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation, and that he signed his name thereto
by like authority.

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Notary Public, State of
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As Trustee Indenture (For Unsecured Subordinated Debentures relating to Trust Securities)

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