WPS RESOURCES CORPORATION ISSUER AND STATE STREET BANK AND TRUST COMPANY TRUSTEE INDENTURE DATED AS OF__________, 1998

EXHIBIT 4.4

Draft 6/09/98

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WPS RESOURCES CORPORATION
ISSUER

AND

STATE STREET BANK AND TRUST COMPANY
TRUSTEE

INDENTURE
DATED AS OF__________, 1998

SUBORDINATED DEBT SECURITIES

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TABLE OF CONTENTS

ARTICLE I
DEFINITIONS

SECTION 1.1. Definitions of Terms . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II
ISSUE, DESCRIPTION, TERMS, EXECUTION,
REGISTRATION AND EXCHANGE OF DEBT SECURITIES

SECTION 2.1. Designation and Terms of Debt Securities . . . . . . . . . . . 6
SECTION 2.2. Form of Debt Securities and Trustee's Certificate. . . . . . . 8
SECTION 2.3. Denominations; Provisions for Payment. . . . . . . . . . . . . 8
SECTION 2.4. Execution and Authentication.. . . . . . . . . . . . . . . . . 9
SECTION 2.5. Registration of Transfer and Exchange. . . . . . . . . . . . . 10
SECTION 2.6. Temporary Securities.. . . . . . . . . . . . . . . . . . . . . 11
SECTION 2.7. Mutilated, Destroyed, Lost or Stolen Debt Securities.. . . . . 11
SECTION 2.8. Cancellation.. . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 2.9. Benefits of Indenture. . . . . . . . . . . . . . . . . . . . . 12
SECTION 2.10. Authenticating Agent.. . . . . . . . . . . . . . . . . . . . . 13
SECTION 2.11. Global Securities. . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE III
REDEMPTION OF DEBT SECURITIES AND SINKING FUND PROVISIONS

SECTION 3.1. Redemption.. . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 3.2. Notice of Redemption.. . . . . . . . . . . . . . . . . . . . . 14
SECTION 3.3. Payment Upon Redemption. . . . . . . . . . . . . . . . . . . . 15
SECTION 3.4. Sinking Fund.. . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 3.5. Satisfaction of Sinking Fund Payments with Debt Securities.. . 16
SECTION 3.6. Redemption of Debt Securities for Sinking Fund.. . . . . . . . 16

ARTICLE IV
COVENANTS OF THE COMPANY

SECTION 4.1. Payment of Principal, Premium and Interest.. . . . . . . . . . 17
SECTION 4.2. Maintenance of Office or Agency. . . . . . . . . . . . . . . . 17
SECTION 4.3. Paying Agents. . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 4.4. Appointment to Fill Vacancy in Office of Trustee.. . . . . . . 18
SECTION 4.5. Compliance with Consolidation Provisions.. . . . . . . . . . . 18
SECTION 4.6. Limitation on Dividends. . . . . . . . . . . . . . . . . . . . 18
SECTION 4.7. Covenants as to WPSR Trusts. . . . . . . . . . . . . . . . . . 19
SECTION 4.8. Corporate Existence. . . . . . . . . . . . . . . . . . . . . . 19
SECTION 4.9. Notice of Default. . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE V
SECURITYHOLDERS, LISTS AND REPORTS
BY THE COMPANY AND THE TRUSTEE

SECTION 5.1. Company to Furnish Trustee Names and Addresses of
Securityholders . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 5.2. Preservation Of Information; Communications With
Securityholders . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 5.3. Reports By the Company.. . . . . . . . . . . . . . . . . . . . 20
SECTION 5.4. Reports by the Trustee.. . . . . . . . . . . . . . . . . . . . 21

ARTICLE VI
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT

SECTION 6.1. Events of Default. . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 6.2. Collection of Indebtedness and Suits for Enforcement by
Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 6.3. Application of Moneys Collected. . . . . . . . . . . . . . . . 24
SECTION 6.4. Limitation on Suits. . . . . . . . . . . . . . . . . . . . . . 25
SECTION 6.5. Rights and Remedies Cumulative; Delay or Omission Not
Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 6.6. Control by Securityholders.. . . . . . . . . . . . . . . . . . 26
SECTION 6.7. Undertaking to Pay Costs.. . . . . . . . . . . . . . . . . . . 26
SECTION 6.8. Acknowledgement Regarding Trust Preferred Securities . . . . . 26

ARTICLE VII
CONCERNING THE TRUSTEE

SECTION 7.1. Certain Duties and Responsibilities of Trustee.. . . . . . . . 27
SECTION 7.2. Certain Rights of Trustee. . . . . . . . . . . . . . . . . . . 28
SECTION 7.3. Trustee Not Responsible for Recitals or Issuance of Debt.. . . 29
SECTION 7.4. May Hold Debt Securities.. . . . . . . . . . . . . . . . . . . 29
SECTION 7.5. Moneys Held in Trust.. . . . . . . . . . . . . . . . . . . . . 29
SECTION 7.6. Compensation and Reimbursement.. . . . . . . . . . . . . . . . 29
SECTION 7.7. Reliance on Officers' Certificate. . . . . . . . . . . . . . . 30
SECTION 7.8. Qualification; Conflicting Interests.. . . . . . . . . . . . . 30
SECTION 7.9. Corporate Trustee Required; Eligibility. . . . . . . . . . . . 30
SECTION 7.10. Resignation and Removal; Appointment of Successor. . . . . . . 31
SECTION 7.11. Acceptance of Appointment By Successor . . . . . . . . . . . . 32
SECTION 7.12. Merger, Conversion, Consolidation or Succession to Business. . 33
SECTION 7.13. Preferential Collection of Claims Against the Company. . . . . 33

ARTICLE VIII
CONCERNING THE SECURITYHOLDERS

SECTION 8.1. Evidence of Action by Securityholders. . . . . . . . . . . . . 33
SECTION 8.2. Proof of Execution by Securityholders. . . . . . . . . . . . . 34

SECTION 8.3. Who May be Deemed Owners.. . . . . . . . . . . . . . . . . . . 34
SECTION 8.4. Certain Debt Securities Owned by Company Disregarded.. . . . . 34
SECTION 8.5. Actions Binding on Future Securityholders. . . . . . . . . . . 35

ARTICLE IX
SUPPLEMENTAL INDENTURES

SECTION 9.1. Supplemental Indentures Without the Consent of
Securityholders. . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 9.2. Supplemental Indentures With Consent of Securityholders. . . . 36
SECTION 9.3. Effect of Supplemental Indentures. . . . . . . . . . . . . . . 36
SECTION 9.4. Debt Securities Affected by Supplemental Indentures. . . . . . 37
SECTION 9.5. Execution of Supplemental Indentures.. . . . . . . . . . . . . 37
ARTICLE X
SUCCESSOR CORPORATION

SECTION 10.1. Company May Consolidate, Etc.. . . . . . . . . . . . . . . . . 37
SECTION 10.2 Successor Corporation Substituted. . . . . . . . . . . . . . . 38
SECTION 10.3 Evidence of Consolidation, Etc. to Trustee . . . . . . . . . . 38

ARTICLE XI
SATISFACTION AND DISCHARGE

SECTION 11.1. Satisfaction and Discharge of Indenture. . . . . . . . . . . . 39
SECTION 11.2. Discharge of Obligations . . . . . . . . . . . . . . . . . . . 39
SECTION 11.3. Deposited Moneys to be Held In Trust . . . . . . . . . . . . . 40
SECTION 11.4. Payment of Moneys Held by Paying Agents. . . . . . . . . . . . 40
SECTION 11.5. Repayment to Company . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE XII
IMMUNITY OF INCORPORATORS, SHAREHOLDERS,
OFFICERS AND DIRECTORS

SECTION 12.1. No Recourse. . . . . . . . . . . . . . . . . . . . . . . . . . 41

ARTICLE XIII
SUBORDINATION OF DEBT SECURITIES

SECTION 13.1. Agreement to Subordinate . . . . . . . . . . . . . . . . . . . 41
SECTION 13.2. Default on Senior Indebtedness . . . . . . . . . . . . . . . . 42
SECTION 13.3 Liquidation; Dissolution; Bankruptcy . . . . . . . . . . . . . 42
SECTION 13.4. Subrogation. . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 13.5. Trustee to Effectuate Subordination. . . . . . . . . . . . . . 44
SECTION 13.6. Notice by the Company. . . . . . . . . . . . . . . . . . . . . 44
SECTION 13.7. Rights of the Trustee; Holders of Senior Indebtedness. . . . . 45
SECTION 13.8. Subordination May Not Be Impaired. . . . . . . . . . . . . . . 45

iii

ARTICLE XIV
MISCELLANEOUS PROVISIONS

SECTION 14.1. Effect on Successors and Assigns . . . . . . . . . . . . . . . 46
SECTION 14.2. Actions by Successor . . . . . . . . . . . . . . . . . . . . . 46
SECTION 14.3. Surrender of Company Powers. . . . . . . . . . . . . . . . . . 46
SECTION 14.4. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 14.5. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 14.6. Treatment of the Debt Securities as Debt . . . . . . . . . . . 46
SECTION 14.7. Compliance Certificates and Opinions . . . . . . . . . . . . . 47
SECTION 14.8. Payments on Business Days. . . . . . . . . . . . . . . . . . . 47
SECTION 14.9. Conflict with Trust Indenture Act. . . . . . . . . . . . . . . 47
SECTION 14.10. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 14.11. Separability . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 14.12. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . 48

Section of
Trust Indenture Act Section of
of 1939, as amended Indenture
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310(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.9
310(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.10
310(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Inapplicable
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.13(a)
311(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.13(b)
311(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Inapplicable
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5.1
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5.2(a)
312(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5.2(b)
312(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5.2(c)
313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5.4(a)
313(b) 5.4(b)
313(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5.4(a)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5.4(b)
313(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5.4(c)
314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.3
314(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Inapplicable
314(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14.6
314(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Inapplicable
314(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14.6
314(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Inapplicable
315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.1(a)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2
315(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.7
315(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1
315(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.1(b)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.1(c)
315(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.7
316(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.6
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.4
316(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.4
316(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1
317(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.2
317(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.3
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14.8

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Note: This Cross-Reference Table shall not, for any purpose, be deemed to
be part of the Indenture and shall not have any bearing on the
interpretation of its terms or provisions.

THIS INDENTURE, dated as of___________________, 1998, between WPS
RESOURCES CORPORATION, a Wisconsin corporation (the "Company"), and STATE
STREET BANK AND TRUST COMPANY, a Massachusetts trust company, not in its
individual capacity but solely as trustee (the "Trustee"):

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance, from time to time, of its unsecured
debentures, notes or other evidences of indebtedness (the "Debt Securities"),
to be issued in one or more series as provided in this Indenture. This
Indenture is subject to the provisions of the Trust Indenture Act of 1939, as
amended, that are required to be part of this Indenture and shall, to the
extent applicable, be governed by such provisions. All things necessary to
make this Indenture a valid agreement of the Company, in accordance with its
terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE I
DEFINITIONS

SECTION 1.1. DEFINITIONS OF TERMS.

The terms defined in this Section (except as otherwise expressly
provided in this Indenture or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall
have the respective meanings specified in this Section and shall include the
plural as well as the singular. All other terms used in this Indenture that
are defined in the Trust Indenture Act of 1939, as amended, or by reference
therein in the Securities Act of 1933, as amended (except as otherwise
expressly provided in this Indenture or unless the context otherwise
requires), shall have the meanings assigned to such terms in the Trust
Indenture Act and in the Securities Act as in force at the date of the
execution of this instrument.

"ADMINISTRATIVE TRUSTEES" shall have the meaning set forth in the
Declaration.

"AFFILIATE" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote 10%
or more of the outstanding voting securities or other ownership interests of
the specified Person, (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person, (c) any Person
directly or indirectly controlling, controlled by or under common control
with the specified Person, (d) a partnership in which the specified Person is
a general partner, (e) any officer or director of the specified Person and
(f) if the specified Person is an individual, any entity of which the
specified Person is an officer, director or general partner.

"AUTHENTICATING AGENT" means an authenticating agent with respect to all
or any of the series of Debt Securities appointed with respect to all or such
series of the Debt Securities by the Trustee pursuant to Section 2.10.

"BANKRUPTCY LAW" means ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, or any similar
federal or state law for the relief of debtors.

"BOARD OF DIRECTORS" means the board of directors of the Company, or any
duly authorized committee of such board.

"BOARD RESOLUTION" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors or by a duly constituted committee thereof and to
be in full force and effect on the date of such certification.

"BUSINESS DAY" means, with respect to any series of Debt Securities, any
day other than a day on which federal or state banking institutions in New
York, New York or Boston, Massachusetts are authorized or required by law,
executive order or regulation to close.

"CERTIFICATE" means a certificate signed by the principal executive
officer, the principal financial officer, the treasurer or the principal
accounting officer of the Company. The Certificate need not comply with the
provisions of Section 14.7.

"COMMISSION" means the United States Securities and Exchange Commission,
or any successor agency thereto.

"COMPANY" means WPS Resources Corporation, a corporation duly organized
and existing under the laws of the State of Wisconsin, and, subject to the
provisions of Article X, shall also include its successors and assigns.

"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 hereof is located at Two International
Place, ▇▇▇ ▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention:
Corporate Trust Department.

"CUSTODIAN" means any receiver, trustee, assignee, liquidator, or
similar official under any Bankruptcy Law.

"DEBT SECURITIES" means the Debt Securities authenticated and delivered
under this Indenture.

"DECLARATION" means, with respect to a WPSR Trust, the amended and
restated declaration of trust of such WPSR Trust or any other governing
instrument of such WPSR Trust.

"DEFAULT" means any event, act or condition that with notice or lapse of
time, or both, would constitute an Event of Default.

"DEFAULTED INTEREST" has the meaning specified in Section 2.3.

"DEPOSITARY" means, with respect to Debt Securities of any series for
which the Company shall determine that such Debt Securities will be issued as
a Global Security, The Depository Trust Company, New York, New York, another
clearing agency, or any successor registered as a clearing agency under the
Exchange Act or other applicable statute or regulation, which, in each case,
shall be designated by the Company pursuant to either Section 2.1 or 2.11.

"EVENT OF DEFAULT" means, with respect to Debt Securities of a
particular series, any event specified in Section 6.1, continued for the
period of time, if any, therein designated.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

"GLOBAL SECURITY" means, with respect to any series of Debt Securities,
a Debt Security executed by the Company and delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction, all in accordance
with this Indenture, which shall be registered in the name of the Depositary
or its nominee.

"GOVERNMENTAL OBLIGATIONS" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America, the payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America that, in either
case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to any such
Governmental Obligation or a specific payment of principal of or interest on
any such Governmental Obligation held by such custodian for the account of
the holder of such depositary receipt; PROVIDED, HOWEVER, that (except as
required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depositary receipt from any amount
received by the custodian in respect of the Governmental Obligation or the
specific payment of principal of or interest on the Governmental Obligation
evidenced by such depositary receipt.

"GUARANTIES" mean the Trust Preferred Securities Guaranty and the Trust
Common Securities Guaranty.

"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.

"INDENTURE" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into in accordance with the terms hereof and
shall include the form and terms of particular series of Debt Securities
established as contemplated hereunder.

"INTEREST PAYMENT DATE", when used with respect to any installment of
interest on a Debt Security of a particular series, means the date specified
in such Debt Security or in a Board Resolution and Officers' Certificate or
an indenture supplemental hereto with respect to such series as the fixed
date on which an installment of interest with respect to Debt Securities of
that series is due and payable.

"OFFICERS' CERTIFICATE" means a certificate signed by the Chairman,
President or any Vice President and by the Treasurer or an Assistant
Treasurer or the Controller or an Assistant Controller or the Secretary or an
Assistant Secretary of the Company that is delivered to the Trustee in
accordance with

the terms hereof. Each such certificate shall include the statements provided
for in Section 14.7, if and to the extent required by the provisions of such
Section.

"OPINION OF COUNSEL" means an opinion in writing of legal counsel, who
may be an employee of or counsel for the Company, that is delivered to the
Trustee in accordance with the terms hereof. Each such opinion shall include
the statements provided for in Section 14.7, if and to the extent required by
the provisions of such Section.

"OUTSTANDING", when used with reference to Debt Securities of any
series, means, subject to the provisions of Section 8.4, as of any particular
time, all Debt Securities of that series theretofore authenticated and
delivered by the Trustee under this Indenture, except (a) Debt Securities
theretofore canceled by the Trustee or any paying agent, or delivered to the
Trustee or any paying agent for cancellation or that have previously been
canceled; (b) Debt Securities or portions thereof for the payment or
redemption of which moneys or Governmental Obligations in the necessary
amount shall have been deposited in trust with the Trustee or with any paying
agent (other than the Company) or shall have been set aside and segregated in
trust by the Company (if the Company shall act as its own paying agent);
PROVIDED, HOWEVER, that if such Debt Securities or portions of such Debt
Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as provided in Section 3.2, or provision
satisfactory to the Trustee shall have been made for giving such notice; (c)
Debt Securities in lieu of or in substitution for which other Debt Securities
shall have been authenticated and delivered pursuant to the terms of Section
2.7; and (d) Debt Securities, except to the extent provided in Sections 11.1
and 11.2, with respect to which the Company has effected defeasance and/or
covenant defeasance as provided in Article XI.

"PERSON" means any individual, corporation, partnership, limited
liability company, joint venture, joint-stock company, unincorporated
organization or government or any agency or political subdivision thereof.

"PREDECESSOR SECURITY" of any particular Debt Security means every
previous Debt Security evidencing all or a portion of the same debt and
guaranty as that evidenced by such particular Debt Security; and, for the
purposes of this definition, any Debt Security authenticated and delivered
under Section 2.7 in lieu of a lost, destroyed or stolen Debt Security shall
be deemed to evidence the same debt as the lost, destroyed or stolen Debt
Security.

"PROPERTY TRUSTEE" has the meaning set forth in the Declaration of the
applicable WPSR Trust.

"RESPONSIBLE OFFICER," when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the president, any
vice-president, any assistant vice-president, the secretary, any assistant
secretary, the Treasurer, any assistant treasurer, any trust officer or
assistant trust officer or other officer of the Trustee customarily
performing functions similar to those performed by the Persons who at the
time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of his or her knowledge of and familiarity with
the particular subject.

"SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, or any successor legislation.

"SECURITYHOLDER", "HOLDER OF DEBT SECURITIES", "REGISTERED HOLDER", or
other similar term, means the Person or Persons in whose name or names a
particular Debt Security shall be registered on the books of the Company kept
for that purpose in accordance with the terms of this Indenture.

"SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings set forth in Section 2.5.

"SENIOR INDEBTEDNESS" means, with respect to the Company, (i) the
principal, premium, if any, and interest in respect of (A) indebtedness of
the Company for money borrowed and (B) indebtedness evidenced by securities,
debentures, bonds or other similar instruments issued by the Company, (ii)
all capital lease obligations of the Company, (iii) all obligations of the
Company issued or assumed as the deferred purchase price of property, all
conditional sale obligations of the Company and all obligations of the
Company under any title retention agreement (but excluding trade accounts
payable arising in the ordinary course of business); (iv) all obligations of
the Company for the reimbursement on any letter of credit, banker's
acceptance, security purchase facility or similar credit transaction; (v) all
obligations of the type referred to in clauses (i) through (iv) of other
Persons for the payment of which the Company is responsible or liable as
obligor, guarantor or otherwise, and (vi) all obligations of the type
referred to in clauses (i) through (v) of other Persons secured by any lien
on any property or asset of the Company (whether or not such obligation is
assumed by the Company); except in each case for (1) any such indebtedness
that is by its terms subordinated to or PARI PASSU with the Debt Securities,
as the case may be, and (2) any indebtedness from the Company to any
Affiliate of the Company.

"SUBSIDIARY" means, with respect to any Person, (i) any corporation at
least a majority of whose outstanding Voting Stock shall at the time be
owned, directly or indirectly, by such Person or by one or more of its
Subsidiaries or by such Person and one or more of its Subsidiaries, (ii) any
general partnership, joint venture or similar entity, at least a majority of
whose outstanding partnership or similar interests shall at the time be owned
by such Person, or by one or more of its Subsidiaries, or by such Person and
one or more of its Subsidiaries and (iii) any limited partnership of which
such Person or any of its Subsidiaries is a general partner.

"TRUSTEE" means State Street Bank and Trust Company and, subject to the
provisions of Article VII, shall also include its successors and assigns,
and, if at any time there is more than one Person acting in such capacity
hereunder, "Trustee" shall mean each such Person. The term "Trustee," as
used with respect to a particular series of Debt Securities, shall mean the
trustee with respect to that series.

"TRUST COMMON SECURITIES" means undivided beneficial interests in the
assets of a WPSR Trust which rank pari passu with Trust Preferred Securities
issued by such WPSR Trust; PROVIDED, HOWEVER, that upon the occurrence of an
Event of Default, the rights of holders of Trust Common Securities to payment
in respect of distributions and payments upon liquidation, redemption and
maturity are subordinated to the rights of holders of Trust Preferred
Securities.

"TRUST COMMON SECURITIES GUARANTY" means any guaranty that the Company
may enter into with State Street Bank and Trust Company or any other Person
or Persons that operates directly or indirectly for the benefit of holders of
Trust Common Securities of a WPSR Trust.

"TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, subject to
the provisions of Sections 9.1, 9.2 and 10.1, as in effect at the date of
execution of this instrument.

"TRUST PREFERRED SECURITIES" means undivided beneficial interests in the
assets of a WPSR Trust which rank pari passu with Trust Common Securities
issued by such WPSR Trust; PROVIDED, HOWEVER, that upon the occurrence of an
Event of Default, the rights of holders of Trust Common Securities to payment
in respect of distributions and payments upon liquidation, redemption and
otherwise are subordinated to the rights of holders of Trust Preferred
Securities.

"TRUST PREFERRED SECURITIES GUARANTY" means any guaranty that the
Company may enter into with State Street Bank and Trust Company or any other
Person or Persons that operates directly or indirectly for the benefit of
holders of Trust Preferred Securities of a WPSR Trust.

"TRUST SECURITIES" means Trust Common Securities and Trust Preferred
Securities.

"VOTING STOCK", as applied to stock of any Person, means shares,
interests, participations or other equivalents in the equity interest
(however designated) in such Person having ordinary voting power for the
election of a majority of the directors (or the equivalent) of such Person,
other than shares, interests, participations or other equivalents having such
power only by reason of the occurrence of a contingency.

"WPSR TRUST" means WPSR Capital Trust I, a Delaware business trust, or
any similar trust created for the purpose of issuing preferred securities in
connection with the issuance of Debt Securities under this Indenture.

ARTICLE II
ISSUE, DESCRIPTION, TERMS, EXECUTION,
REGISTRATION AND EXCHANGE OF DEBT SECURITIES

SECTION 2.1. DESIGNATION AND TERMS OF DEBT SECURITIES.

The aggregate principal amount of Debt Securities that may be
authenticated and delivered under this Indenture is unlimited. The Debt
Securities may be issued in one or more series up to the aggregate principal
amount of Debt Securities of that series from time to time authorized by or
pursuant to a Board Resolution of the Company, or pursuant to one or more
indentures supplemental hereto. Prior to the initial issuance of Debt
Securities of any series, there shall be established in or pursuant to a
Board Resolution of the Company, and set forth in an Officers' Certificate,
or established in one or more indentures supplemental hereto:

(a) the title of the series of Debt Security (which shall distinguish
the Debt Securities of that series from all other series of Debt Securities);

(b) any limit upon the aggregate principal amount of the Debt
Securities of that series that may be authenticated and delivered under this
Indenture (except for Debt Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Debt
Securities of that series);

(d) the rate or rates at which the Debt Securities of that series
shall bear interest or the manner of calculation of such rate or rates, if any;

(e) the date or dates from which such interest shall accrue, the
Interest Payment Dates on which such interest will be payable or the manner of
determination of such Interest Payment Dates and the record date for the
determination of holders to whom interest is payable on any such Interest
Payment Dates;

(f) the right, if any, to defer the interest payment periods and the
duration of such extension;

(g) the period or periods within which, the price or prices at which,
and the terms and conditions upon which, Debt Securities of that series may be
redeemed, in whole or in part, at the option of the Company;

(h) the obligation, if any, of the Company to redeem or purchase Debt
Securities of that series pursuant to any sinking fund or analogous provisions
(including payments made in cash in participation of future sinking fund
obligations) or at the option of a holder thereof and the period or periods
within which, the price or prices at which, and the terms and conditions upon
which, Debt Securities of that series shall be redeemed or purchased, in whole
or in part, pursuant to such obligation;

(i) the form of the Debt Securities of that series, including the
form of the Certificate of Authentication for such series;

(j) if other than denominations of [one thousand U.S. dollars
($1,000)] or any integral multiple thereof, the denominations in which the Debt
Securities of that series shall be issuable;

(k) whether the Debt Securities are issuable as a Global Security
and, in such case, the identity of the Depositary for such series; and

(l) any and all other terms with respect to such series (which terms
shall not be inconsistent with the terms of this Indenture), including any terms
which may be required by or advisable under United States laws or regulations or
advisable in connection with the marketing of Debt Securities of that series.

All Debt Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or
pursuant to any such Board Resolution or in any indentures supplemental
hereto.

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

SECTION 2.2. FORM OF DEBT SECURITIES AND TRUSTEE'S CERTIFICATE.

The Debt Securities of any series and the Trustee's certificate of
authentication to be borne by such Debt Securities shall be substantially of
the tenor and purport as set forth in one or more indentures supplemental
hereto or as provided in a Board Resolution and as set forth in an Officers'
Certificate, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the Company may deem appropriate and as
are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which Debt
Securities of that series may be listed, or to conform to usage.

SECTION 2.3. DENOMINATIONS; PROVISIONS FOR PAYMENT.

The Debt Securities shall be issuable as registered Debt Securities and
in the denominations of one thousand U.S. dollars ($1,000) or any integral
multiple thereof, subject to Section 2.1(j). The Debt Securities of a
particular series shall bear interest payable on the Interest Payment Dates
and at the rate specified with respect to that series. The principal of and
the interest on the Debt Securities of any series, as well as any premium
thereon in case of redemption thereof prior to maturity, shall be payable in
the coin or currency of the United States of America that at the time of such
payment is legal tender for public and private debt, at the office or agency
of the Company maintained for that purpose in the Borough of Manhattan, the
City and State of New York. Notwithstanding the foregoing, so long as the
holder of any Debt Securities is the Property Trustee, the payment of the
principal and interest, including premium if any, on the Debt Securities held
by the Property Trustee shall be made at such place and to such account as
may be designated by the Property Trustee. Each Debt Security shall be dated
the date of its authentication. Interest on the Debt Securities shall be
computed on the basis of a 360-day year composed of twelve 30-day months.

The interest installment on any Debt Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date for Debt
Securities of that series shall be paid to the Person in whose name said Debt
Security (or one or more Predecessor Debt Securities) is registered at the
close of business on the regular record date for such interest installment.
In the event that any Debt Security of a particular series or portion thereof
is called for redemption and the redemption date is subsequent to a regular
record date with respect to any Interest Payment Date and prior to such
Interest Payment Date, interest on such Debt Security will be paid upon
presentation and surrender of such Debt Security as provided in Section 3.3.

Any interest on any Debt Security that is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date for Debt Securities
of that series (herein called "Defaulted Interest") shall forthwith cease to
be payable to the registered holder on the relevant regular record date by
virtue of having been such holder; and such Defaulted Interest shall be paid
by the Company, at its election, as provided in clause (1) or clause (2)
below:

(1) The Company may make payment of any Defaulted Interest on Debt
Securities to the Persons in whose names such Debt Securities (or their
respective Predecessor Debt Securities) are registered at the close of
business on a special record date for the payment of such Defaulted
Interest, which shall be fixed in the following manner: the Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed
to be paid on each such Debt Security and the date of the proposed payment,
and at the same time the Company shall deposit with the

Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the
proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this
clause provided. Thereupon the Trustee shall fix a special record date for
the payment of such Defaulted Interest which shall not be more than 15 nor
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 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
Securityholder at his or her address as it appears in the Security Register
not less than 10 days prior to such special record date. Notice of the
proposed payment of such Defaulted Interest and the special record date
therefor having been mailed as aforesaid, such Defaulted Interest shall be
paid to the Persons in whose names such Debt Securities (or their
respective Predecessor Debt Securities) are registered on such special
record date and shall be no longer payable pursuant to the following
clause (2).

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

Unless otherwise provided in a Board Resolution and an Officers'
Certificate or in one or more indentures supplemental hereto establishing the
terms of any series of Debt Securities pursuant to Section 2.1 hereof, the
term "regular record date" as used in this Section with respect to a series
of Debt Securities with respect to any Interest Payment Date for such series
shall mean either (a) the fifteenth day of the month immediately preceding
the month in which an Interest Payment Date established for such series
pursuant to Section 2.1 shall occur, if such Interest Payment Date is the
first day of a month, (b) the fifteenth day of the month in which an Interest
Payment Date established for such series pursuant to Section 2.1 shall occur,
if such Interest Payment Date is the last day of such month, or (c) the last
day of the month immediately preceding the month in which an Interest Payment
Date established for such series pursuant to Section 2.1 hereof shall occur,
if such Interest Payment Date is the fifteenth day of a month, whether or not
such date is a Business Day.

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

SECTION 2.4. EXECUTION AND AUTHENTICATION.

The Debt Securities shall be signed on behalf of the Company by its
Chairman, President or one of its Vice Presidents, under its corporate seal
attested by its Secretary or one of its Assistant Secretaries. Signatures may
be in the form of a manual or facsimile signature. The Company may use the
facsimile signature of any Person who shall have been Chairman, President or
Vice President thereof, or of any Person who shall have been a Secretary or
Assistant Secretary thereof, notwithstanding the fact that at the time the
Debt Securities shall be authenticated and delivered or disposed of such
Person shall

have ceased to be the Chairman, President or a Vice President, or the
Secretary or an Assistant Secretary, of the Company. The seal of the Company
may be in the form of a facsimile of such seal and may be impressed, affixed,
imprinted or otherwise reproduced on the Debt Securities. The Debt
Securities may contain such notations, legends or endorsements required by
law, stock exchange rule or usage. Each Debt Security shall be dated the
date of its authentication by the Trustee.

A Debt Security shall not be valid until authenticated manually by an
authorized signatory of the Trustee, or by an Authenticating Agent. Such
signature shall be conclusive evidence that the Debt Security so
authenticated has been duly authenticated and delivered hereunder and that
the holder is entitled to the benefits of this Indenture.

At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Debt Securities of any series
executed by the Company to the Trustee for authentication, together with a
written order of the Company for the authentication and delivery of such Debt
Securities, signed by its Chairman, President or any Vice President and its
Treasurer or any Assistant Treasurer, and the Trustee in accordance with such
written order shall authenticate and deliver such Debt Securities.

In authenticating such Debt Securities and accepting the additional
responsibilities under this Indenture in relation to such Debt Securities,
the Trustee shall be entitled to receive, and (subject to Section 7.1) shall
be fully protected in relying upon, an Opinion of Counsel stating that the
form and terms thereof have been established in conformity with the
provisions of this Indenture.

The Trustee shall not be required to authenticate such Debt Securities
if the issue of such Debt Securities pursuant to this Indenture will affect
the Trustee's own rights, duties or immunities under the Debt Securities and
this Indenture or otherwise in a manner that is not reasonably acceptable to
the Trustee.

SECTION 2.5. REGISTRATION OF TRANSFER AND EXCHANGE.

(a) Debt Securities of any series may be exchanged upon presentation
thereof at the Corporate Trust Office or such other location designated by
the Company pursuant to Section 4.2 for other Debt Securities of such series
of authorized denominations, and for a like aggregate principal amount, upon
payment of a sum sufficient to cover any tax or other governmental charge in
relation thereto, all as provided in this Section. In respect of any Debt
Securities so surrendered for exchange, the Company shall execute, the
Trustee shall authenticate and such office or agency shall deliver in
exchange therefor the Debt Security or Debt Securities of the same series
that the Securityholder making the exchange shall be entitled to receive,
bearing numbers not contemporaneously outstanding.

(b) The Company shall keep, or cause to be kept, at the Corporate Trust
Office or such other location designated by the Company pursuant to Section
4.2 a register or registers (herein referred to as the "Security Register")
in which, subject to such reasonable regulations as it may prescribe, the
Company shall register the Debt Securities and the transfers of Debt
Securities as in this Article provided and which at all reasonable times
shall be open for inspection by the Trustee. The registrar for the purpose
of registering Debt Securities and the transfer of Debt Securities as herein
provided shall be appointed as authorized by a Board Resolution (the
"Security Registrar").

Upon surrender for transfer of any Debt Security at the Corporate Trust
Office or such other location designated by the Company pursuant to Section
4.2, the Company shall execute, the Trustee shall authenticate, and such
office or agency shall deliver in the name of the transferee or transferees a
new Debt Security or Debt Securities of the same series as the Debt Security
presented for a like aggregate principal amount.

All Debt Securities presented or surrendered for exchange or
registration of transfer, as provided in this Section, shall be accompanied
(if so required by the Company or the Security Registrar) by a written
instrument or instruments of transfer, in form satisfactory to the Company or
the Security Registrar, duly executed by the registered holder or by such
holder's duly authorized attorney in writing.

(c) No service charge shall be made for any exchange or registration of
transfer of Debt Securities, or issue of new Debt Securities in case of
partial redemption of any series, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge in relation
thereto, other than exchanges pursuant to Section 2.6, Section 3.3(b) and
Section 9.4 not involving any transfer.

(d) The Company shall not be required (i) to issue, exchange or
register the transfer of any Debt Securities during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of less than all the Outstanding Debt Securities of the same
series and ending at the close of business on the day of such mailing, nor
(ii) to register the transfer of or exchange any Debt Securities of any
series or portions thereof called for redemption. The provisions of this
Section 2.5 are, with respect to any Global Security, subject to Section 2.11
hereof.

SECTION 2.6. TEMPORARY SECURITIES.

Pending the preparation of definitive Debt Securities of any series, the
Company may execute, and the Trustee shall authenticate and deliver,
temporary Debt Securities (printed, lithographed or typewritten) of any
authorized denomination. Such temporary Debt Securities shall be
substantially in the form of the definitive Debt Securities in lieu of which
they are issued, but with such omissions, insertions and variations as may be
appropriate for temporary Debt Securities, all as may be determined by the
Company. Every temporary Debt Security of any series shall be executed by
the Company and be authenticated by the Trustee upon the same conditions and
in substantially the same manner, and with like effect, as the definitive
Debt Securities of such series. Without unnecessary delay the Company will
execute and furnish definitive Debt Securities of such series and thereupon
any or all temporary Debt Securities of such series may be surrendered in
exchange therefor (without charge to the holders), at the Corporate Trust
Office or such location designated by the Company pursuant to Section 4.2,
and the Trustee shall authenticate, and such Corporate Trust Office or
location shall deliver, in exchange for such temporary Debt Securities an
equal aggregate principal amount of definitive Debt Securities of such
series, unless the Company advises the Trustee to the effect that definitive
Debt Securities need not be executed and furnished until further notice from
the Company. Until so exchanged, the temporary Debt Securities of such
series shall be entitled to the same benefits under this Indenture as
definitive Debt Securities of such series authenticated and delivered
hereunder.

SECTION 2.7. MUTILATED, DESTROYED, LOST OR STOLEN DEBT SECURITIES.

In case any temporary or definitive Debt Security shall become mutilated
or be destroyed, lost or stolen, the Company (subject to the next succeeding
sentence) shall execute, and upon the Company's request, the Trustee (subject
as aforesaid) shall authenticate and deliver, a new Debt Security

of the same series, bearing a number not contemporaneously outstanding, in
exchange and substitution for the mutilated Debt Security, or in lieu of and
in substitution for the Debt Security so destroyed, lost or stolen. In every
case the applicant for a substituted Debt Security shall furnish to the
Company and the Trustee such security or indemnity as may be required by them
to save each of them harmless, and, in every case of destruction, loss or
theft, the applicant shall also furnish to the Company and the Trustee
evidence to their satisfaction of the destruction, loss or theft of the
applicant's Debt Security and of the ownership thereof. The Trustee may
authenticate any such substituted Debt Security and deliver the same upon the
written request or authorization of any officer of the Company. Upon the
issuance of any substituted Debt Security, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee) connected therewith. In case any Debt
Security that has matured or is about to mature shall become mutilated or be
destroyed, lost or stolen, the Company may, instead of issuing a substitute
Debt Security, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated Debt Security) if the applicant for
such payment shall furnish to the Company and the Trustee such security or
indemnity as they may require to save them harmless, and, in case of
destruction, loss or theft, evidence to the satisfaction of the Company and
the Trustee of the destruction, loss or theft of such Debt Security and of
the ownership thereof.

Every replacement Debt Security issued pursuant to the provisions of
this Section shall constitute an additional contractual obligation of the
Company, whether or not the mutilated, destroyed, lost or stolen Debt
Security shall be found at any time, or be enforceable by anyone, and shall
be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Debt Securities of the same series duly issued
hereunder. All Debt Securities shall be held and owned upon the express
condition that the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Debt
Securities, and shall preclude (to the extent lawful) any and all other
rights or remedies, notwithstanding any law or statute existing or hereafter
enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

SECTION 2.8. CANCELLATION.

All Debt Securities surrendered for the purpose of payment, redemption,
exchange or registration of transfer shall, if surrendered to the Company or
any paying agent, be delivered to the Trustee for cancellation, or, if
surrendered to the Trustee, shall be canceled by it, and no Debt Securities
shall be issued in lieu thereof except as expressly required or permitted by
any of the provisions of this Indenture. On request of the Company at the
time of such surrender, the Trustee shall deliver to the Company canceled
Debt Securities held by the Trustee. In the absence of such request the
Trustee may dispose of canceled Debt Securities in accordance with its
standard procedures and deliver a certificate of disposition to the Company.
If the Company shall otherwise acquire any of the Debt Securities, however,
such acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Debt Securities unless and until the same
are delivered to the Trustee for cancellation.

SECTION 2.9. BENEFITS OF INDENTURE.

Nothing in this Indenture or in the Debt Securities, express or implied,
shall give or be construed to give to any Person, other than the parties
hereto and the holders of the Debt Securities (and, with respect to the
provisions of Article XIII, the holders of Senior Indebtedness) any legal or
equitable right, remedy or claim under or in respect of this Indenture, or
under any covenant, condition or provision

herein contained; all such covenants, conditions and provisions being for the
sole benefit of the parties hereto and of the holders of the Debt Securities
(and, with respect to the provisions of Article XIII, the holders of Senior
Indebtedness).

SECTION 2.10. AUTHENTICATING AGENT.

So long as any of the Debt Securities of any series remain Outstanding,
there may be an Authenticating Agent for any or all such series of Debt
Securities which the Trustee shall have the right to appoint. Said
Authenticating Agent shall be authorized to act on behalf of the Trustee to
authenticate Debt Securities of such series issued upon exchange, transfer or
partial redemption thereof, and Debt 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. All
references in this Indenture to the authentication of Debt Securities by the
Trustee shall be deemed to include authentication by an Authenticating Agent
for such series. Each Authenticating Agent shall be acceptable to the Company
and shall be a corporation that has a combined capital and surplus, as most
recently reported or determined by it, sufficient under the laws of any
jurisdiction under which it is organized or in which it is doing business to
conduct a trust business, and that is otherwise authorized under such laws to
conduct such business and is subject to supervision or examination by federal
or state authorities. If at any time any Authenticating Agent shall cease to
be eligible in accordance with these provisions, it shall resign immediately.

Any Authenticating Agent may at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any
time (and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint
an eligible successor Authenticating Agent 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 as if originally named as an Authenticating Agent pursuant hereto.

SECTION 2.11. GLOBAL SECURITIES.

(a) If the Company shall establish pursuant to Section 2.1 that the
Debt Securities of a particular series are to be issued as a Global Security
or Global Securities, then the Company shall execute and the Trustee shall,
in accordance with Section 2.4, authenticate and deliver, a Global Security
or Global Securities that (i) shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, all of the Outstanding
Debt Securities of such series, (ii) shall be registered in the name of the
Depositary or its nominee, (iii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction, and (iv) shall bear a
legend substantially to the following effect: "Except as otherwise provided
in Section 2.11 of the Indenture, this Debt Security may be transferred, in
whole but not in part, only to another nominee of the Depositary or to a
successor Depositary or to a nominee of such successor Depositary."

(b) Except as provided in clause (c), notwithstanding the provisions of
Section 2.5, the Global Security or Global Securities of a series may be
transferred, in whole but not in part and in the manner provided in Section
2.5, only to another nominee of the Depositary for such series, or to a
successor Depositary for such series selected or approved by the Company or
to a nominee of such successor Depositary.

(c) If at any time the Depositary for a series of the Debt Securities
notifies the Company that it is unwilling or unable to continue as Depositary
for such series or if at any time the Depositary for such series shall no
longer be registered or in good standing under the Exchange Act, or other
applicable statute or regulation, at a time when the Depositary is required
to be so registered to act as such Depositary and a successor Depositary for
such series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such condition, as the case may be,
or if there has occurred an Event of Default with respect to such series of
the Debt Securities, this Section 2.11 shall no longer be applicable to the
Debt Securities of such series and the Company will execute, and subject to
Section 2.5, the Trustee will authenticate and deliver the Debt Securities of
such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security or Global Securities of such series in exchange
for such Global Security or Global Securities. In addition, the Company may
at any time determine that the Debt Securities of any series shall no longer
be represented by a Global Security or Global Securities and that the
provisions of this Section 2.11 shall no longer apply to the Debt Securities
of such series. In such event, the Company will execute and, subject to
Section 2.5, the Trustee, upon receipt of an Officers' Certificate evidencing
such determination by the Company, will authenticate and deliver the Debt
Securities of such series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security or Global Securities of such series
in exchange for such Global Security or Global Securities. Upon the exchange
of the Global Security or Global Securities for such Debt Securities in
definitive registered form without coupons, in authorized denominations, the
Global Security or Global Securities shall be canceled by the Trustee. Such
Debt Securities in definitive registered form issued in exchange for the
Global Security or Global Securities pursuant to this Section 2.11(c) shall
be registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. The Trustee shall deliver such
Debt Securities to the Depositary for delivery to the Persons in whose names
such Debt Securities are so registered.

ARTICLE III
REDEMPTION OF DEBT SECURITIES AND SINKING FUND PROVISIONS

SECTION 3.1. REDEMPTION.

The Company may redeem the Debt Securities of any series issued
hereunder on and after the dates and in accordance with the terms established
for such series pursuant to Section 2.1.

SECTION 3.2. NOTICE OF REDEMPTION.

(a) In case the Company shall desire to exercise such right to redeem
all or, as the case may be, a portion of the Debt Securities of any series in
accordance with the right reserved so to do, the Company shall, or shall
cause the Trustee to, give notice of such redemption to holders of the Debt
Securities of such series to be redeemed by mailing, first class postage
prepaid, a notice of such redemption not less than 30 days and not more than
60 days before the date fixed for redemption of that series to such holders
at their last addresses as they shall appear upon the Security Register
unless a shorter period is specified in the Debt Securities to be redeemed.
Any notice that is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the registered holder
receives the notice. In any case, failure duly to give such notice to the
holder of any Debt Security of any series designated for redemption in whole
or in part, or any defect in the notice, shall not affect the validity of the
proceedings for the redemption of any other Debt Securities of such series or
any other

series. In the case of any redemption of Debt Securities prior to the
expiration of any restriction on such redemption provided in the terms of
such Debt Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers' Certificate evidencing compliance with
any such restriction.

Each such notice of redemption shall specify the date fixed for
redemption and the redemption price at which Debt Securities of that series
are to be redeemed, and shall state that payment of the redemption price of
such Debt Securities to be redeemed will be made at the Corporate Trust
Office, upon presentation and surrender of such Debt Securities, that
interest accrued to the date fixed for redemption will be paid as specified
in said notice, that from and after said date interest will cease to accrue
and that the redemption is for a sinking fund, if such is the case. If less
than all the Debt Securities of a series are to be redeemed in whole or in
part, the notice to the holders of Debt Securities of that series to be
redeemed shall specify the particular Debt Securities to be so redeemed. In
case any Debt Security is to be redeemed in part only, the notice that
relates to such Debt Security shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the redemption date,
upon surrender of such Debt Security, a new Debt Security or Debt Securities
of such series in principal amount equal to the unredeemed portion thereof
will be issued.

(b) If less than all the Debt Securities of a series are to be
redeemed, the Company shall give the Trustee at least 45 days' notice in
advance of the date fixed for redemption as to the aggregate principal amount
of Debt Securities of the series to be redeemed, and thereupon the Trustee
shall select, by lot or in such other manner as it shall deem appropriate and
fair in its discretion and that may provide for the selection of a portion or
portions (equal to one thousand U.S. dollars ($1,000) or the minimum
denomination in which such Debt Securities are issuable, if other than
$1,000, or any integral multiple of $1,000 or such minimum denomination, as
the case may be) of the principal amount of such Debt Securities of a
denomination larger than $1,000 or such other minimum denomination, the Debt
Securities to be redeemed and shall thereafter promptly notify the Company in
writing of the numbers of the Debt Securities to be redeemed, in whole or in
part.

The Company may, if and whenever it shall so elect, by delivery of
instructions signed on its behalf by its Chairman, President or any Vice
President, instruct the Trustee or any paying agent to call all or any part
of the Debt Securities of a particular series for redemption and to give
notice of redemption in the manner set forth in this Section, such notice to
be in the name of the Company or its own name as the Trustee or such paying
agent may deem advisable. In any case in which notice of redemption is to be
given by the Trustee or any such paying agent, the Company shall deliver or
cause to be delivered to, or permit to remain with, the Trustee or such
paying agent, as the case may be, such Security Register, transfer books or
other records, or suitable copies or extracts therefrom, sufficient to enable
the Trustee or such paying agent to give any notice by mail that may be
required under the provisions of this Section.

SECTION 3.3. PAYMENT UPON REDEMPTION.

(a) If the giving of notice of redemption shall have been completed as
above provided, the Debt Securities or portions of Debt Securities of the
series to be redeemed specified in such notice shall become due and payable
on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for
redemption, and interest on such Debt Securities or portions of Debt
Securities shall cease to accrue on and after the date fixed for redemption,
unless the Company shall default in the payment of such redemption price and
accrued interest with respect to any such Debt Security or portion thereof.
On presentation and surrender of such Debt

Securities on or after the date fixed for redemption at the place of payment
specified in the notice, said Debt Securities shall be paid and redeemed at
the applicable redemption price for such series, together with interest
accrued thereon to the date fixed for redemption (but if the date fixed for
redemption is an Interest Payment Date, the interest installment payable on
such date shall be payable to the registered holder at the close of business
on the applicable record date pursuant to Section 2.3).

(b) Upon presentation of any Debt Security of such series that is to be
redeemed in part only, the Company shall execute and the Trustee shall
authenticate and the office or agency where the Debt Security is presented
shall deliver to the holder thereof, at the expense of the Company, a new
Debt Security or Debt Securities of the same series, of authorized
denominations in principal amount equal to the unredeemed portion of the Debt
Security so presented.

SECTION 3.4. SINKING FUND.

The provisions of Sections 3.4, 3.5 and 3.6 shall be applicable to any
sinking fund for the retirement of Debt Securities of a series, except as
otherwise specified as contemplated by Section 2.1 for Debt Securities of
such series.

The minimum amount of any sinking fund payment provided for by the terms
of Debt 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 Debt Securities of any series is herein referred
to as an "optional sinking fund payment." If provided for by the terms of
Debt Securities of any series, the cash amount of any sinking fund payment
may be subject to reduction as provided in Section 3.5. Each sinking fund
payment shall be applied to the redemption of Debt Securities of any series
as provided for by the terms of Debt Securities of such series.

SECTION 3.5. SATISFACTION OF SINKING FUND PAYMENTS WITH DEBT SECURITIES.

The Company (i) may deliver Outstanding Debt Securities of a series
(other than any Debt Securities previously called for redemption) and (ii)
may apply as a credit Debt Securities of a series that have been redeemed
either at the election of the Company pursuant to the terms of such Debt
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debt Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to
the Debt Securities of such series required to be made pursuant to the terms
of such Debt Securities as provided for by the terms of such series, provided
that such Debt Securities have not been previously so credited. Such Debt
Securities shall be received and credited for such purpose by the Trustee at
the redemption price specified in such Debt Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment
shall be reduced accordingly.

SECTION 3.6. REDEMPTION OF DEBT SECURITIES FOR SINKING FUND.

Not less than 45 days prior to each sinking fund payment date for any
series of Debt Securities, the Company will deliver to the Trustee (i) an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of the series, the portion
thereof, if any, that is to be satisfied by delivering and crediting Debt
Securities of that series pursuant to Section 3.5, and the basis for such
credit and (ii) any Debt Securities to be so delivered. Not less than 30
days before each such sinking fund payment date, the Trustee shall select the
Debt Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 3.2 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 3.2. Such notice having been
duly given, the redemption of such Debt Securities shall be made upon the
terms and in the manner stated in Section 3.3.

ARTICLE IV
COVENANTS OF THE COMPANY

SECTION 4.1. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

The Company will duly and punctually pay or cause to be paid the
principal of (and premium, if any) and interest on the Debt Securities of
each series at the time and place and in the manner provided herein and
established with respect to such Debt Securities.

SECTION 4.2. MAINTENANCE OF OFFICE OR AGENCY.

So long as any series of the Debt Securities remain Outstanding, the
Company agrees to maintain an office or agency with respect to each such
series at such location or locations as may be designated as provided in this
Section 4.2, where (i) Debt Securities of that series may be presented for
payment, (ii) Debt Securities of that series may be presented as hereinabove
authorized for registration of transfer and exchange, and (iii) notices and
demands to or upon the Company in respect of the Debt Securities of that
series and this Indenture may be given or served, such designation to
continue with respect to such office or agency until the Company shall, by
written notice signed by its Chairman, President or a Vice President and
delivered to the trustee, designate some other office or agency for such
purposes or any of them. If at any time the Company shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with
the address thereof, such presentations, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, notices
and demands.

SECTION 4.3. PAYING AGENTS.

(a) If the Company shall appoint one or more paying agents for all or
any series of the Debt Securities, other than the Trustee, the Company will
cause each such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section:

(1) that it will hold all sums held by it as such agent for the
payment of the principal of (and premium, if any) or interest on the Debt
Securities of that series (whether such sums have been paid to it by the
Company or by any other obligor of such Debt Securities) in trust for the
benefit of the Persons entitled thereto;

(2) that it will give the Trustee notice of any failure by the
Company (or by any other obligor of such Debt Securities) to make any
payment of the principal of (and premium, if any) or interest on the Debt
Securities of that series when the same shall be due and payable;

(3) that it will, at any time during the continuance of any failure
referred to in the preceding paragraph (a)(2) above, upon the written
request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such paying agent; and

(4) that it will perform all other duties of paying agent as set
forth in this Indenture.

(b) If the Company shall act as its own paying agent with respect to
any series of the Debt Securities, it will on or before each due date of the
principal of (and premium, if any) or interest on Debt Securities of that
series, set aside, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay such principal (and premium, if any)
or interest so becoming due on Debt Securities of that series until such sums
shall be paid to such Persons or otherwise disposed of as herein provided and
will promptly notify the Trustee of such action, or any failure (by it or any
other obligor on such Debt Securities) to take such action. Whenever the
Company shall have one or more paying agents for any series of Debt
Securities, it will, prior to each due date of the principal of (and premium,
if any) or interest on any Debt Securities of that series, deposit with the
paying agent a sum sufficient to pay the principal (and premium, if any) 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 will promptly notify the Trustee of
this action or failure so to act.

(c) Notwithstanding anything in this Section to the contrary, (i) the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 11.5, and (ii) the Company may at any time, for the
purpose of obtaining the satisfaction and discharge of this Indenture or for
any other purpose, pay, or 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 terms and conditions as those upon which such
sums were held by the Company or such paying agent; and, upon such payment by
any paying agent to the Trustee, such paying agent shall be released from all
further liability with respect to such money.

SECTION 4.4. APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE.

The Company, whenever necessary to avoid or fill a vacancy in the office
of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee,
so that there shall at all times be a Trustee hereunder.

SECTION 4.5. COMPLIANCE WITH CONSOLIDATION PROVISIONS.

The Company will not, while any of the Debt Securities remain
Outstanding, consolidate with, or merge into, any other company or merge any
other company into itself, or sell or convey all or substantially all of its
property to any other company unless the provisions of Article X are complied
with.

SECTION 4.6. LIMITATION ON DIVIDENDS.

If Debt Securities are issued to a WPSR Trust or a trustee of such trust
in connection with the issuance of Trust Securities by such WPSR Trust and
(a) there shall have occurred any event that would constitute an Event of
Default, or (b) the Company shall be in default with respect to its payment
of any obligations under the Trust Preferred Securities Guaranty or Trust
Common Securities Guaranty relating to such Trust Securities, or (c) the
Company shall have given notice of its election to defer payments of interest
on Debt Securities by extending the interest payment period as provided in
the Board Resolution and Officers' Certificate or indenture supplemental
hereto establishing such series of Debt Securities, and such period, or any
extension thereof, shall be continuing, then (x) the Company shall not
declare or pay any dividend on, make any distribution with respect to, or
redeem, purchase or acquire, or make a liquidation payment with respect to,
any of its capital stock (other than (i) repurchases or

acquisitions of the Company's common shares as contemplated by any employment
arrangement, benefit plan or other similar contract with or for the benefit
of employees, officers or directors entered into in the ordinary course of
business, (ii) repurchases of common shares of the Company as contemplated by
the Company Stock Investment Plan or Company Deferred Compensation Plan as in
effect immediately prior to the occurrence of such Event of Default or the
date upon which the Company gives notice of its election to extend the
interest payment period, as applicable, (iii) as a result of an exchange or
conversion of any class or series of the Company's capital stock for the
Company's common shares, provided that such class or series of the Company's
capital stock was outstanding prior to the occurrence of such Event of
Default or the date upon which the Company gives notice of its election to
extend the interest payment period, as applicable, (iv) the purchase of
fractional interests in shares of the Company's capital stock pursuant to the
conversion or exchange provisions of such Company capital stock or the
security being converted or exchanged, provided that such Company capital
stock or security was outstanding prior to the occurrence of such Event of
Default or the date upon which the Company gives notice of its election to
extend the interest payment period, as applicable, or (v) the payment of any
stock dividend where the dividend is paid in the form of the same stock as
that on which the dividend is paid), (y) the Company shall not directly or
indirectly, and shall not allow any of its Subsidiaries to, make any payment
of interest, principal or premium, if any, on or repay, repurchase or redeem
any debt securities issued by the Company that rank PARI PASSU with or junior
to the Debt Securities, and (z) the Company shall not make guaranty payments
with respect to the foregoing (other than pursuant to the Trust Preferred
Securities Guaranty).

SECTION 4.7. COVENANTS AS TO WPSR TRUSTS.

In the event Debt Securities are issued to a WPSR Trust in connection
with the issuance of Trust Securities by such WPSR Trust, for so long as such
Trust Securities remain outstanding, the Company will (i) maintain 100%
ownership of the Trust Common Securities of such WPSR Trust; PROVIDED,
HOWEVER, that any permitted successor of the Company under this Indenture may
succeed to the Company's ownership of the Trust Common Securities, (ii) not
cause, as sponsor of such WPSR Trust, or permit, as holder of Trust Common
Securities of such WPSR Trust, the dissolution, winding-up or termination of
such WPSR Trust, except in connection with a distribution of Debt Securities
as provided in the Declaration and in connection with certain mergers,
consolidations or amalgamations permitted by the Declaration, and (iii) use
its reasonable efforts to cause such WPSR Trust (a) to remain a statutory
business trust, except in connection with a distribution of Debt Securities
to holders of Trust Securities upon dissolution of such WPSR Trust, the
redemption of all of the Trust Securities of such WPSR Trust or certain
mergers, consolidations or amalgamations, each as permitted by the
Declaration of such WPSR Trust, and (b) to otherwise continue to be
classified for United States federal income tax purposes as a grantor trust.

SECTION 4.8. CORPORATE EXISTENCE.

The Company will, subject to the provisions of Article X, at all times
maintain its corporate existence and right to carry on business and will duly
procure all renewals and extensions thereof, and, to the extent necessary or
desirable in the operation of its business, will use its best efforts to
maintain, preserve and renew all of its rights, powers, privileges and
franchises.

SECTION 4.9. NOTICE OF DEFAULT.

The Company shall file with the Trustee written notice of any Event of
Default within 30 Business Days of its becoming aware of such Event of
Default.

ARTICLE V
SECURITYHOLDERS, LISTS AND REPORTS
BY THE COMPANY AND THE TRUSTEE

SECTION 5.1. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
SECURITYHOLDERS.

The Company will furnish or cause to be furnished to the Trustee (a) on
each regular record date (as defined in Section 2.3) a list, in such form as
the Trustee may reasonably require, of the names and addresses of the holders
of each series of Debt Securities as of such regular record date, PROVIDED,
HOWEVER, the Company shall not be obligated to furnish or cause such list to
be furnished at any time that the list shall not differ in any respect from
the most recent list furnished to the Trustee by the Company and (b) at such
other times as the Trustee may request in writing within 30 days after the
receipt by the Company of any such request, a list of similar form and
content as of a date not more than 15 days prior to the time such list is
furnished; PROVIDED, HOWEVER, that in either case, no such list need be
furnished for any series for which the Trustee shall be the Security
Registrar.

SECTION 5.2. PRESERVATION OF INFORMATION; COMMUNICATIONS WITH SECURITYHOLDERS.

(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
Debt Securities contained in the most recent list furnished to it as provided
in Section 5.1 and as to the names and addresses of holders of Debt
Securities received by the Trustee in its capacity as Security Registrar (if
acting in such capacity).

(b) The Trustee may destroy any list furnished to it as provided in
Section 5.1 upon receipt of a new list so furnished.

(c) Securityholders may communicate as provided in Section 312(b) of
the Trust Indenture Act with other Securityholders with respect to their
rights under this Indenture or under the Debt Securities.

SECTION 5.3. REPORTS BY THE COMPANY.

(a) The Company covenants and agrees to file with the Trustee, within
15 days after the Company is required to file the same with the Commission,
copies of the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) that the Company
may be required to file with the Commission pursuant to Section 13 or Section
15(d) of the Exchange Act; or, if the Company is not required to file
information, documents or reports pursuant to either of such sections, then
to file with the Trustee and the Commission, in accordance with the rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports that may be
required pursuant to Section 13 of the Exchange Act, in respect of a security
listed

and registered on a national securities exchange as may be prescribed from
time to time in such rules and regulations.

(b) The Company covenants and agrees to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from time
to time by the Commission, such additional information, documents and reports
with respect to compliance by the Company with the conditions and covenants
provided for in this Indenture as may be required from time to time by such
rules and regulations.

(c) The Company covenants and agrees to transmit by mail, first class
postage prepaid, or reputable overnight delivery service that provides for
evidence of receipt, to the Securityholders, as their names and addresses
appear upon the Security Register, within 30 days after the filing thereof
with the Trustee, such summaries of any information, documents and reports
required to be filed by the Company pursuant to subsections (a) and (b) of
this Section as may be required by rules and regulations prescribed from time
to time by the Commission.

SECTION 5.4. REPORTS BY THE TRUSTEE.

(a) On or before July 15 in each year commencing in 1999, in which any
of the Debt Securities are Outstanding, the Trustee shall transmit by mail,
first class postage prepaid, to the Securityholders, as their names and
addresses appear upon the Security Register, a brief report dated as of the
preceding May 15, if and to the extent required under Section 313(a) of the
Trust Indenture Act.

(b) The Trustee shall comply with Sections 313(b) and 313(c) of the
Trust Indenture Act.

(c) A copy of each such report shall, at the time of such transmission
to Securityholders, be filed by the Trustee with the Company, with each stock
exchange upon which any Debt Securities are listed (if so listed) and also
with the Commission. The Company agrees to notify the Trustee when any Debt
Securities become listed on any stock exchange.

ARTICLE VI
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT

SECTION 6.1. EVENTS OF DEFAULT.

(a) Whenever used herein with respect to Debt Securities of a
particular series, "Event of Default" means any one or more of the following
events that has occurred and is continuing:

(1) the Company defaults in the payment of any installment of
interest upon any of the Debt Securities of that series, including the
payment of any additional interest with respect thereto as required by any
indenture supplemental to this indenture, as and when the same shall become
due and payable, and continuance of such default for a period of 30 days;
PROVIDED, HOWEVER, that a valid extension of an interest payment period by
the Company in accordance with the terms of the Debt Securities of that
series shall not constitute a default in the payment of interest for this
purpose;

(2) the Company defaults in the payment of the principal of (or
premium, if any, on) any of the Debt Securities of that series as and when
the same shall become due and payable whether at maturity, upon redemption,
by declaration or otherwise, or in any payment required by any sinking or
analogous fund established with respect to that series;

(3) the Company fails to observe or perform any other of its
covenants or agreements with respect to that series contained in this
Indenture or otherwise established with respect to that series of Debt
Securities pursuant to Section 2.1 for a period of 60 days after the date
on which written notice of such failure, requiring the same to be remedied
and stating that such notice is a "Notice of Default" hereunder, shall have
been given to the Company by the Trustee, by registered or certified mail,
or to the Company and the Trustee by the holders of at least 25% in
principal amount of the Debt Securities of that series at the time
Outstanding;

(4) the Company, pursuant to or within the meaning of any Bankruptcy
Law, (i) commences a voluntary case, (ii) consents to the entry of an order
for relief against it in an involuntary case, (iii) consents to the
appointment of a Custodian of it or for all or substantially all of its
property or (iv) makes a general assignment for the benefit of its
creditors;

(5) a court of competent jurisdiction enters an order under any
Bankruptcy Law that (i) is for relief against the Company in an involuntary
case, (ii) appoints a Custodian of the Company for all or substantially all
of its property, or (iii) orders the liquidation of the Company, and the
order or decree remains unstayed and in effect for 90 days; or

(6) in the event Debt Securities are issued to a WPSR Trust or a
trustee of such trust in connection with the issuance of Trust Securities
by such WPSR Trust, such WPSR Trust shall have voluntarily or involuntarily
dissolved, wound-up its business or otherwise terminated its existence,
except in connection with (i) the distribution of Debt Securities to
holders of Trust Securities in liquidation of their interests in such WPSR
Trust, (ii) the redemption of all outstanding Trust Securities of such WPSR
Trust, and (iii) mergers, consolidations or amalgamations, each as
permitted by the Declaration of such WPSR Trust.

(b) If an Event of Default described in clauses (1), (2), (3) or (6) of
this Section 6.1 with respect to Debt Securities of any series at the time
outstanding occurs and is continuing, unless the principal of all the Debt
Securities of that series shall have already become due and payable, either
the Trustee or the holders of not less than 25% in aggregate principal amount
of the Debt Securities of that series then Outstanding hereunder, by notice
in writing to the Company (and to the Trustee, if given by such
Securityholders), may declare the principal of all the Debt Securities of
that series to be immediately due and payable, and upon any such declaration
the same shall become and be immediately due and payable, notwithstanding
anything contained in this Indenture or in the Debt Securities of that series
or established with respect to that series pursuant to Section 2.1 to the
contrary. If an Event of Default specified in clause (4) or (5) of Section
6.1(a) occurs or is continuing, then the principal amount of all the Debt
Securities shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Securityholder.

(c) At any time after the principal of the Debt Securities of that
series shall have been so declared due and payable, and before any judgment
or decree for the payment of the moneys due shall have been obtained or
entered as hereinafter provided, the holders of a majority in aggregate
principal amount of the Debt Securities of that series then Outstanding
hereunder, by written notice to the Company

and the Trustee, may rescind and annul such declaration and its consequences
if: (i) the Company has paid or deposited with the Trustee a sum sufficient
to pay all matured installments of interest upon all the Debt Securities of
that series and the principal of (and premium, if any, on) any and all Debt
Securities of that series that shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to
the extent that such payment is enforceable under applicable law, upon
overdue installments of interest, at the rate per annum expressed in the Debt
Securities of that series to the date of such payment or deposit) and the
amount payable to the Trustee under Section 7.6, and (ii) any and all Events
of Default with respect to such series, other than the nonpayment of
principal on Debt Securities of that series that shall not have become due by
their terms, shall have been remedied or waived as provided in Section 6.6.
No such rescission and annulment shall extend to or shall affect any
subsequent default or impair any right consequent thereon.

(d) In case the Trustee shall have proceeded to enforce any right with
respect to Debt Securities of that series under this Indenture and such
proceedings shall have been discontinued or abandoned because of such
rescission or annulment or for any other reason or shall have been determined
adversely to the Trustee, then and in every such case the Company and the
Trustee shall be restored respectively to their former positions and rights
hereunder, and all rights, remedies and powers of the Company and the Trustee
shall continue as though no such proceedings had been taken.

SECTION 6.2. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

(a) The Company covenants that (1) in case it shall default in the
payment of any installment of interest on any of the Debt Securities of a
series, or any payment required by any sinking or analogous fund established
with respect to that series as and when the same shall have become due and
payable, and such default shall have continued for a period of 90 days, or
(2) in case it shall default in the payment of the principal of (or premium,
if any, on) any of the Debt Securities of a series when the same shall have
become due and payable, whether upon maturity of the Debt Securities of a
series or upon redemption or upon declaration or otherwise, then, upon demand
of the Trustee, the Company will pay to the Trustee, for the benefit of the
holders of the Debt Securities of that series, the whole amount that then
shall have become due and payable on all such Debt Securities for principal
(and premium, if any) or interest, or both, as the case may be, with interest
upon the overdue principal (and premium, if any) and (to the extent that
payment of such interest is enforceable under applicable law and, if the Debt
Securities are held by a WPSR Trust, without duplication of any other amounts
paid by such WPSR Trust in respect thereof) upon overdue installments of
interest at the rate per annum expressed in the Debt Securities of that
series; and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection and the amount payable to the
Trustee under Section 7.6.

(b) 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,
shall be entitled and empowered to institute any action or proceedings at law
or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Company or other
obligor upon the Debt Securities of that series and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or other obligor upon the Debt Securities of that
series, wherever situated.

(c) In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or judicial
proceedings affecting the Company or its creditors or property, the Trustee
shall have power to intervene in such proceedings and take any action therein
that

may be permitted by the court and shall (except as may be otherwise provided
by law) be entitled to file such proofs of claim and other papers and
documents as may be necessary or advisable in order to have the claims of the
Trustee and of the holders of Debt Securities of such series allowed for the
entire amount due and payable by the Company under this Indenture at the date
of institution of such proceedings and for any additional amount that may
become due and payable by the Company after such date, and to collect and
receive any moneys or other property payable or deliverable on any such
claim, and to distribute the same after the deduction of the amount payable
to the Trustee under Section 7.6; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the holders of
Debt Securities of such series to make such payments to the Trustee, and, in
the event that the Trustee shall consent to the making of such payments
directly to such Securityholders, to pay to the Trustee any amount due it
under Section 7.6.

(d) All rights of action and of asserting claims under this Indenture,
or under any of the terms established with respect to Debt Securities of that
series, may be enforced by the Trustee without the possession of any of such
Debt Securities, or the production thereof at any trial or other proceeding
relative thereto, and any such suit or 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 payment to the Trustee of any
amounts due under Section 7.6, be for the ratable benefit of the holders of
the Debt Securities of such series.

In case of an Event of Default, the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by
such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the
exercise of any power granted in this Indenture, or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.

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

SECTION 6.3. APPLICATION OF MONEYS COLLECTED

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

FIRST: To the payment of costs and expenses of collection and of all
amounts payable to the Trustee under Section 7.6;

SECOND: To the payment of all Senior Indebtedness of the Company if
and to the extent required by Article XIII; and

THIRD: To the payment of the amounts then due and unpaid upon Debt
Securities of such series for principal (and premium, if any) and interest,
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 Debt Securities for principal
(and premium, if any) and interest, respectively.

SECTION 6.4. LIMITATION ON SUITS.

(a) No holder of any Debt Security of any series shall have any
right by virtue or by availing of any provision of this Indenture to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless (i) such holder previously
shall have given to the Trustee written notice of an Event of Default and of
the continuance thereof with respect to the Debt Securities of such series
specifying such Event of Default, as hereinbefore provided; (ii) the holders
of not less than 25% in aggregate principal amount of the Debt Securities of
such series then Outstanding shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as trustee
hereunder; (iii) such holder or holders shall have offered to the Trustee
such reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby; (iv) the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
failed to institute any such action, suit or proceeding; and (v) during such
60 day period, the holders of not less than a majority in principal amount of
the Debt Securities of that series do not give the Trustee a direction
inconsistent with the request.

(b) Notwithstanding anything contained herein to the contrary or any
other provisions of this Indenture, the right of any holder of any Debt
Security to receive payment of the principal of (and premium, if any) and
interest on such Debt Security, as therein provided, on or after the
respective due dates expressed in such Debt Security (or in the case of
redemption, on the redemption date), or to institute suit for the enforcement
of any such payment on or after such respective dates or redemption date,
shall not be impaired or affected without the consent of such holder, and by
accepting a Debt Security hereunder it is expressly understood, intended and
covenanted by the taker and holder of every Debt Security of such series with
every other such taker and holder and the Trustee, that no one or more
holders of Debt Securities of such series shall have any right in any manner
whatsoever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any other of such
Debt Securities, or to obtain or seek to obtain priority over or preference
to any other such holder, or to enforce any right under this Indenture,
except in the manner herein provided and for the equal, ratable and common
benefit of all holders of Debt Securities of such series. For the protection
and enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

SECTION 6.5. RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER.

(a) Except as otherwise provided in Section 2.7, all powers and
remedies given by this Article to the Trustee or to the Securityholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive
of any other powers and remedies available to the Trustee or the holders of
the Debt Securities, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture or otherwise established with respect to such Debt Securities.

(b) No delay or omission of the Trustee or of any holder of any of
the Debt Securities to exercise any right or power accruing upon any Event of
Default occurring and continuing as aforesaid shall impair any such right or
power, or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section 6.4, every
power and remedy given by this Article or by law to the Trustee or the
Securityholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Securityholders.

SECTION 6.6. CONTROL BY SECURITYHOLDERS.

The holders of a majority in aggregate principal amount of the Debt
Securities of any or all series affected (voting as a class) at the time
Outstanding, determined in accordance with Section 8.4, 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 such series; PROVIDED, HOWEVER, that such
direction shall not be in conflict with any rule of law or with this
Indenture or be unduly prejudicial to the rights of holders of Debt
Securities of any other series at the time Outstanding determined in
accordance with Section 8.4. Subject to the provisions of Section 7.1, the
Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall, by a Responsible Officer or Responsible Officers
of the Trustee, determine that the proceeding so directed would involve the
Trustee in personal liability. The holders of a majority in aggregate
principal amount of the Debt Securities of any series at the time Outstanding
affected thereby, determined in accordance with Section 8.4, may on behalf of
the holders of all of the Debt Securities of such series waive any past
default in the performance of any of the covenants contained herein or
established pursuant to Section 2.1 with respect to such series and its
consequences, except (i) a default in the payment of the principal of, or
premium, if any, or interest on, any of the Debt Securities of that series as
and when the same shall become due by the terms of such Debt Securities
otherwise than by acceleration (unless such default has been cured and a sum
sufficient to pay all matured installments of interest and principal and any
premium has been deposited with the Trustee (in accordance with Section
6.1(c)), or (ii) a default in the covenants contained in Section 4.6. Upon
any such waiver, the default covered thereby shall be deemed to be cured for
all purposes of this Indenture and the Company, the Trustee and the holders
of the Debt Securities of such series shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend
to any subsequent or other default or impair any right consequent thereon.

SECTION 6.7. UNDERTAKING TO PAY COSTS.

All parties to this Indenture agree, and each holder of any Debt
Securities by such holder's acceptance thereof 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 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 Trustee, to any suit instituted
by any Securityholder, or group of Securityholders, holding more than 10% in
aggregate principal amount of the Outstanding Debt Securities of any series,
or to any suit instituted by any Securityholder for the enforcement of the
payment of the principal of (or premium, if any) or interest on any Debt
Security of such series, on or after the respective due dates expressed in
such Debt Security or established pursuant to this Indenture.

SECTION 6.8. ACKNOWLEDGEMENT REGARDING TRUST PREFERRED SECURITIES.

The Company acknowledges that, with respect to the Debt Securities
held by a WPSR Trust or a Trustee of a WPSR Trust, if the Property Trustee of
such WPSR Trust fails to enforce its rights under this Indenture as the
holder of the series of Debt Securities held as the assets of such WPSR
Trust, the holders of the Trust Preferred Securities of such WPSR Trust may
institute legal proceedings directly against the Company to ensure such
rights under the Indenture without first instituting any legal proceedings
against such Property Trustee or any other Person.

ARTICLE VII
CONCERNING THE TRUSTEE

SECTION 7.1. CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE.

(a) The Trustee, prior to the occurrence of an Event of Default with
respect to the Debt Securities of a series and after the curing of all Events
of Default with respect to the Debt Securities of that series that may have
occurred, shall undertake to perform with respect to the Debt Securities of
such series such duties and only such duties as are specifically set forth in
this Indenture, and no implied covenants shall be read into this Indenture
against the Trustee. In case an Event of Default with respect to the Debt
Securities of a series has occurred (that has not been cured or waived), the
Trustee shall exercise with respect to Debt Securities of that series such of
the rights and powers vested in it by this Indenture, and use the same degree
of care and skill in their exercise, as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs.

(b) no provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

(1) prior to the occurrence of an Event of Default with respect to
the Debt Securities of a series and after the curing or waiving of all such
Events of Default with respect to that series that may have occurred:

(A) the duties and obligations of the Trustee shall, with respect to
the Debt Securities of such series, be determined solely by the express
provisions of this Indenture, and the Trustee shall not be liable with
respect to the Debt Securities of such series except for the performance of
such duties and obligations as are specifically set forth in this Indenture,
and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and

(B) in the absence of bad faith on the part of the Trustee, the
Trustee may with respect to the Debt Securities of such series conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Trustee
and conforming to the requirements of this Indenture; but in the case of any
such certificates or opinions that by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirement
of this Indenture;

(2) the Trustee shall not be liable for any error of judgment made
in good faith by a Responsible Officer or Responsible Officers of the
Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;

(3) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the holders of not less than a majority in principal amount
of the Debt Securities of any series at the time Outstanding relating to
the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon
the Trustee under this Indenture with respect to the Debt Securities of
that series; and

(4) None of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of

its duties or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or
liability is not reasonably assured to it under the terms of this
Indenture or adequate indemnity against such risk is not reasonably
assured to it.

SECTION 7.2. CERTAIN RIGHTS OF TRUSTEE.

Except as otherwise provided in Section 7.1:

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

(b) any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by a Board Resolution or an Officers'
Certificate (unless other evidence in respect thereof is specifically
prescribed herein);

(c) 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 or suffered or
omitted hereunder in good faith and in reliance thereon;

(d) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders, pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the occurrence of an
Event of Default with respect to a series of the Debt Securities (that has
not been cured or waived) to exercise with respect to Debt Securities of that
series such of the rights and powers vested in it by this Indenture, and to
use the same degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of his own
affairs;

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

(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, consent, order, approval, bond,
security, or other papers or documents, unless requested in writing so to do
by the holders of not less than a majority in principal amount of the
Outstanding Debt Securities of the particular series affected thereby
(determined as provided in Section 8.4); provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Indenture, the Trustee may
require reasonable indemnity against such costs, expenses or liabilities as a
condition to so proceeding. The reasonable expense of every such examination
shall be paid by the Company or, if paid by the Trustee, shall be repaid by
the Company upon demand; and

(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.

SECTION 7.3. TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBT.

(a) The recitals contained herein and in the Debt Securities shall
be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same.

(b) The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Debt Securities.

(c) The Trustee shall not be accountable for the use or application
by the Company of any of the Debt Securities or of the proceeds of such Debt
Securities, or for the use or application of any moneys paid over by the
Trustee in accordance with any provision of this Indenture or established
pursuant to Section 2.1, or for the use or application of any moneys received
by any paying agent other than the Trustee.

SECTION 7.4. MAY HOLD DEBT SECURITIES.

The Trustee or any paying agent or Security Registrar, in its
individual or any other capacity, may become the owner or pledgee of Debt
Securities with the same rights it would have if it were not Trustee, paying
agent or Security Registrar.

SECTION 7.5. MONEYS HELD IN TRUST.

Subject to the provisions of Section 11.5, all moneys received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but 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 moneys received by it hereunder except such
as it may agree with the Company to pay thereon. So long as no Event of
Default shall have occurred and be continuing, all interest allowed on any
such moneys shall be paid from time to time upon the written order of the
Company, signed by the Chairman, President or a Vice President or the
Treasurer or an Assistant Treasurer of the Company.

SECTION 7.6. COMPENSATION AND REIMBURSEMENT.

(a) The Company covenants and agrees to pay to the Trustee, and the
Trustee shall be entitled to, such reasonable compensation (which shall not
be limited by any provision of law in regard to the compensation of a trustee
of an express trust), as the Company and the Trustee may from time to time
agree in writing, for all services rendered by it in the execution of the
trusts hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Trustee, and, except as otherwise
expressly provided herein, the Company will pay or reimburse the Trustee upon
its request for all reasonable expenses, disbursements and advances incurred
or made by the Trustee in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel and of all Persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith. The Company also covenants to

indemnify the Trustee (and its officers, agents, directors and employees)
for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on the part of the Trustee and arising out of
or in connection with the acceptance or administration of this trust,
including the costs and expenses of defending itself against any claim of
liability in the premises.

(b) The obligations of the Company under this Section to compensate
and indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture. Such
additional indebtedness shall be secured by a lien prior to that of the Debt
Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the benefit of the holders of particular
Debt Securities.

SECTION 7.7. RELIANCE ON OFFICERS' CERTIFICATE.

Except as otherwise provided in Section 7.1, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking
or suffering or omitting to take any action hereunder, such matter (unless
other evidence in respect thereof be herein specifically prescribed) may, in
the absence of negligence or bad faith on the part of the Trustee, be deemed
to be conclusively proved and established by an Officers' Certificate
delivered to the Trustee, and such certificate, in the absence of negligence
or bad faith on the part of the Trustee, shall be full warrant to the Trustee
for any action taken, suffered or omitted to be taken by it under the
provisions of this Indenture upon the faith thereof.

SECTION 7.8. QUALIFICATION; CONFLICTING INTERESTS.

If the Trustee has or shall acquire any "conflicting interest" within
the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.

SECTION 7.9. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

There shall at all times be a Trustee with respect to the Debt
Securities issued hereunder which shall at all times be a corporation
organized and doing business under the laws of the United States of America
or any State or Territory thereof or of the District of Columbia, or a
corporation or other Person permitted to act as trustee by the Commission,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least fifty million U.S. dollars
($50,000,000), and subject to supervision or examination by federal, state,
territorial or District of Columbia authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid 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. The Company may
not, nor may any Person directly or indirectly controlling, controlled by, or
under common control with the Company, serve as Trustee. In case at any time
the Trustee shall cease to be eligible in accordance with the provisions of
this Section, the Trustee shall resign immediately in the manner and with the
effect specified in Section 7.10.

SECTION 7.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

(a) The Trustee or any successor hereafter appointed, may at any time
resign with respect to the Debt Securities of one or more series by giving
written notice thereof to the Company and by transmitting notice of
resignation by mail, first class postage prepaid, to the Securityholders of
such series, as their names and addresses appear upon the Security Register.
Upon receiving such notice of resignation, the Company shall promptly appoint
a successor trustee with respect to Debt Securities of such series by written
instrument, in duplicate, executed by order of the Board of Directors, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after the mailing 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 Debt Securities of such series, or any Securityholder of that
series who has been a bona fide holder of a Debt Security or Debt Securities
for at least six months may, subject to the provisions of Section 6.8, on
behalf of himself and all others similarly situated, petition any such court
for the appointment of a successor trustee. Such court may thereupon after
such notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

(b) In case at any time any one of the following shall occur:

(1) the Trustee shall fail to comply with the provisions of Section
7.8 after written request therefor by the Company or by any Securityholder
who has been a bona fide holder of a Debt Security or Debt Securities for
at least six months; or

(2) the Trustee shall cease to be eligible in accordance with the
provisions of Section 7.9 and shall fail to resign after written request
therefor by the Company or by any such Securityholder; or

(3) the Trustee shall become incapable of acting, or shall be
adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy
proceeding, or a receiver of the Trustee or of its property shall be
appointed or consented to, 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, the
Company may remove the Trustee with respect to all Debt Securities and
appoint a successor trustee by written instrument, in duplicate, executed
by order of the Board of Directors, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee,
or, subject to the provisions of Section 6.8, unless the Trustee's duty to
resign is stayed as provided herein, any Securityholder who has been a bona
fide holder of a Debt Security or Debt Securities for at least six months
may, on behalf of that holder and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee. Such court may thereupon after such
notice, if any, as it may deem proper and prescribe, remove the Trustee and
appoint a successor trustee.

(c) The holders of a majority in aggregate principal amount of the
Debt Securities of any series at the time Outstanding may at any time remove
the Trustee with respect to such series by so notifying the Trustee and the
Company and may appoint a successor Trustee for such series with the consent
of the Company.

(d) Any resignation or removal of the Trustee and appointment of a
successor trustee with respect to the Debt Securities of a series pursuant to
any of the provisions of this Section shall become effective upon acceptance
of appointment by the successor trustee as provided in Section 7.11.

(e) Any successor trustee appointed pursuant to this Section may be
appointed with respect to the Debt Securities of one or more series or all of
such series, and at any time there shall be only one Trustee with respect to
the Debt Securities of any particular series.

SECTION 7.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

(b) In case of the appointment hereunder of a successor trustee with
respect to the Debt Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor trustee with respect to the
Debt 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 Debt Securities of that or those series to which the
appointment of such successor trustee relates, (2) 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
Debt 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, 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 that no Trustee shall be
responsible for any act or failure to act on the part of any other Trustee
hereunder; 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, such retiring Trustee shall with
respect to the Debt Securities of that or those series to which the
appointment of such successor trustee relates have no further responsibility
for the exercise of rights and powers or for the performance of the duties
and obligations vested in the Trustee under this Indenture, 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 Debt Securities of that or those series to which the
appointment of such successor trustee relates; but, on request of the Company
or any successor trustee, such retiring Trustee shall duly assign, transfer
and deliver to such successor trustee, to the extent contemplated by such
supplemental indenture, the property and money held by such retiring Trustee
hereunder with respect to the Debt Securities of that or those series to
which the appointment of such successor trustee relates.

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

(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.

(e) Upon acceptance of appointment by a successor trustee as provided
in this Section, the Company shall transmit notice of the succession of such
trustee hereunder by mail, first class postage prepaid, to the
Securityholders, as their names and addresses appear upon the Security
Register. If the Company fails to transmit such notice within ten days after
acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be transmitted at the expense of the Company.

SECTION 7.12. 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 the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, PROVIDED THAT such
corporation shall be qualified under the provisions of Section 7.8 and
eligible under the provisions of Section 7.9, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding. In case any Debt 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 Debt
Securities so authenticated with the same effect as if such successor trustee
had itself authenticated such Debt Securities.

SECTION 7.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.

The Trustee shall comply with Section 311(a) of the Trust Indenture
Act, excluding any creditor relationship described in Section 311(b) of the
Trust Indenture Act. A Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act to the extent included
therein.

ARTICLE VIII
CONCERNING THE SECURITYHOLDERS

SECTION 8.1. EVIDENCE OF ACTION BY SECURITYHOLDERS.

Whenever in this Indenture it is provided that the holders of a
majority or specified percentage in aggregate principal amount of the Debt
Securities of a particular series may take any action (including the making
of any demand or request, the giving of any notice, consent or waiver or the
taking of any other action), the fact that at the time of taking any such
action the holders of such majority or specified percentage of that series
have joined therein may be evidenced by any instrument or any number of
instruments of similar tenor executed by such holders of Debt Securities of
that series in Person or by agent or proxy appointed in writing.

If the Company shall solicit from the Securityholders of any series
any request, demand, authorization, direction, notice, consent, waiver or
other action, the Company may, at its option, as

evidenced by an Officers' Certificate, fix in advance a record date for such
series for the determination of Securityholders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other
action, but the Company shall have no obligation to do so. If such a record
date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other action may be given before or after the record date,
but only the Securityholders of record at the close of business on the record
date shall be deemed to be Securityholders for the purposes of determining
whether Securityholders of the requisite proportion of Outstanding Debt
Securities of that series have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other
action, and for that purpose the Outstanding Debt Securities of that series
shall be computed as of the record date; PROVIDED, HOWEVER, that no such
authorization, agreement or consent by such Securityholders on the record
date shall be deemed effective unless it shall become effective pursuant to
the provisions of this Indenture not later than six months after the record
date.

SECTION 8.2. PROOF OF EXECUTION BY SECURITYHOLDERS.

Subject to the provisions of Section 7.1, proof of the execution of any
instrument by a Securityholder (such proof will not require notarization) or
his agent or proxy and proof of the holding by any Person of any of the Debt
Securities shall be sufficient if made in the following manner:

(a) The fact and date of the execution by any such Person of any
instrument may be proved in any reasonable manner acceptable to the Trustee.

(b) The ownership of Debt Securities shall be proved by the Security
Register of such Debt Securities or by a certificate of the Security
Registrar thereof.

SECTION 8.3. WHO MAY BE DEEMED OWNERS.

Prior to the due presentment for registration of transfer of any Debt
Security, the Company, the Trustee, any paying agent and any Security
Registrar may deem and treat the Person in whose name such Debt Security
shall be registered upon the books of the Company as the absolute owner of
such Debt Security (whether or not such Debt Security shall be overdue and
notwithstanding any notice of ownership or writing thereon made by anyone
other than the Security Registrar) for the purpose of receiving payment of or
on account of the principal of, premium, if any, and (subject to Section 2.3)
interest on such Debt Security and for all other purposes; and neither the
Company nor the Trustee nor any paying agent nor any Security Registrar shall
be affected by any notice to the contrary.

SECTION 8.4. CERTAIN DEBT SECURITIES OWNED BY COMPANY DISREGARDED.

In determining whether the holders of the requisite aggregate principal
amount of Debt Securities of a particular series have concurred in any
direction, consent or waiver under this Indenture, the Debt Securities of
that series that are owned by the Company or any other obligor on the Debt
Securities of that series or by any Person directly or indirectly controlling
or controlled by or under common control with the Company or any other
obligor on the Debt Securities of that series (other than a WPSR Trust) shall
be disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee
shall be protected in relying

on any such direction, consent or waiver, only Debt Securities of such
series that the Trustee actually knows are so owned shall be so disregarded.
The Debt Securities so owned that have been pledged in good faith may be
regarded as Outstanding for the purposes of this Section, if the pledgee shall
establish to the satisfaction of the Trustee the pledgee's right so to act with
respect to such Debt Securities and that the pledgee is not a Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor. In case of a dispute as to
such right, any decision by the Trustee taken upon the advice of counsel shall
be full protection to the Trustee.

SECTION 8.5. ACTIONS BINDING ON FUTURE SECURITYHOLDERS.

At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 8.1, of the taking of any action by the holders of a
majority or specified percentage in aggregate principal amount of the Debt
Securities of a particular series in connection with such action, any holder
of a Debt Security of that series that is shown by the evidence to be
included in the Debt Securities the holders of which have consented to such
action may, by filing written notice with the Trustee, and upon proof of
holding as provided in Section 8.2, revoke such action so far as concerns
such Debt Security. Except as aforesaid, any such action taken by the holder
of any Debt Security shall be conclusive and binding upon such holder and
upon all future holders and owners of such Debt Security, and of any Debt
Security issued in exchange therefor, on registration of transfer thereof or
in place thereof, irrespective of whether or not any notation in regard
thereto is made upon such Debt Security. Any action taken by the holders of
a majority or specified percentage in aggregate principal amount of the Debt
Securities of a particular series in connection with such action shall be
conclusively binding upon the Company, the Trustee and the holders of all the
Debt Securities of that series.

ARTICLE IX
SUPPLEMENTAL INDENTURES

SECTION 9.1. SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF SECURITYHOLDERS.

In addition to any supplemental indenture otherwise authorized by this
Indenture, the Company and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as then in effect),
without the consent of the Securityholders, for one or more of the following
purposes:

(a) to cure any ambiguity, defect or inconsistency herein or in the
Debt Securities of any series;

(b) to comply with Article X;

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

(e) to add to, delete from, or revise the conditions, limitations and
restrictions on the authorized amount, terms or purposes of issue,
authentication and delivery of Debt Securities, as herein set forth;

(f) to make any change that does not adversely affect the rights of any
Securityholder in any material respect; or

(g) to provide for the issuance of and establish the form and terms and
conditions of the Debt Securities of any series as provided in Section 2.1,
to establish the form of any certifications required to be furnished pursuant
to the terms of this Indenture or any series of Debt Securities, or to add to
the rights of the holders of any series of Debt Securities.

The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, and to make any further
appropriate agreements and stipulations that may be therein contained, but
the Trustee shall not be obligated to enter into any such supplemental
indenture that affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this Section
may be executed by the Company and the Trustee without the consent of the
holders of any of the Debt Securities at the time Outstanding notwithstanding
any of the provisions of Section 9.2.

SECTION 9.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.

With the consent (evidenced as provided in Section 8.1) of the holders
of not less than a majority in aggregate principal amount of the Debt
Securities of each series affected by such supplemental indenture or
indentures at the time Outstanding, the Company, when authorized by a Board
Resolution, and the Trustee may from time to time and at any time enter into
an indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect) for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying
in any manner not covered by Section 9.1 the rights of the holders of the
Debt Securities of such series under this Indenture; PROVIDED, HOWEVER, that
no such supplemental indenture shall, without the consent of the holders of
each Debt Security then Outstanding and affected thereby, (i) extend the
fixed maturity of any Debt Securities of any series, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest
thereon, or reduce any premium payable upon the redemption thereof or (ii)
reduce the aforesaid percentage of Debt Securities, the holders of which are
required to consent to any such supplemental indenture.

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

SECTION 9.3. EFFECT OF SUPPLEMENTAL INDENTURES.

Upon the execution of any supplemental indenture pursuant to the
provisions of this Article or of Section 10.1, this Indenture shall, with
respect to such series, be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Debt Securities

of the series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of
this Indenture for any and all purposes.

SECTION 9.4. DEBT SECURITIES AFFECTED BY SUPPLEMENTAL INDENTURES.

Debt Securities of any series, affected by a supplemental indenture,
authenticated and delivered after the execution of such supplemental
indenture pursuant to the provisions of this Article or of Section 10.1, may
bear a notation in form approved by the Company, provided such form meets the
requirements of any securities exchange upon which such series may be listed,
as to any matter provided for in such supplemental indenture. If the Company
shall so determine, new Debt Securities of that series so modified as to
conform, in the opinion of the Board of Directors of the Company, to any
modification of this Indenture contained in any such supplemental indenture
may be prepared by the Company, authenticated by the Trustee and delivered in
exchange for the Debt Securities of that series then Outstanding.

SECTION 9.5. EXECUTION OF SUPPLEMENTAL INDENTURES.

Upon the request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders
required to consent thereto as aforesaid, the Trustee shall join with the
Company in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion but shall not be obligated to enter into such supplemental
indenture. The Trustee, subject to the provisions of Section 7.1, may
receive an Opinion of Counsel as conclusive evidence that any supplemental
indenture executed pursuant to this Article is authorized or permitted by,
and conforms to, the terms of this Article and that it is proper for the
Trustee under the provisions of this Article to join in the execution thereof.

Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the
Trustee shall transmit by mail, first class postage prepaid, a notice,
setting forth in general terms the substance of such supplemental indenture,
to the Securityholders of all series affected thereby as their names and
addresses appear upon the Security Register. Any failure of the Trustee to
mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.

ARTICLE X
SUCCESSOR CORPORATION

SECTION 10.1. COMPANY MAY CONSOLIDATE, ETC.

Nothing contained in this Indenture or in any of the Debt Securities
shall prevent any consolidation or merger of the Company with or into any
other corporation or corporations (whether or not affiliated with the
Company), or successive consolidations or mergers in which the Company or its
successor or successors shall be a party or parties, or shall prevent any
sale, conveyance, transfer or other disposition of the property of the
Company or its successor or successors as an entirety, or substantially as an
entirety, to any other corporation (whether or not affiliated with the
Company or its successor or

successors) authorized to acquire and operate the same; PROVIDED, HOWEVER,
that (i) the entity formed by such consolidation, or into which the Company
shall have been merged, or which shall have acquired such property (the
"successor corporation") shall be a corporation organized under a state of
the United States or the District of Columbia, (ii) upon such consolidation,
merger, sale, conveyance, transfer or other disposition, the successor
corporation shall expressly assume, by supplemental indenture (which shall
conform to the provisions of the Trust Indenture Act, as then in effect),
satisfactory in form to the Trustee and executed and delivered to the
Trustee, the due and punctual payment of the principal of (premium, if any)
and interest on all of the Debt Securities of all series in accordance with
the terms of each series, according to their tenor and the due and punctual
performance and observance of all the covenants and conditions of this
Indenture with respect to each series or established with respect to such
series pursuant to Section 2.1 to be kept or performed by the Company, and
(iii) immediately following such consolidation, merger, sale, conveyance,
transfer or other disposition, 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.

SECTION 10.2 SUCCESSOR CORPORATION SUBSTITUTED.

(a) In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition and upon the assumption by the successor
corporation, by supplemental indenture, executed and delivered to the Trustee
and satisfactory in form to the Trustee, of the due and punctual payment of
the principal of, premium, if any, and interest on all of the Debt Securities
of all series Outstanding and the due and punctual performance of all of the
covenants and conditions of this Indenture or established with respect to
each series of the Debt Securities pursuant to Section 2.1 to be performed by
the Company, with respect to each series, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it
had been named as the Company herein and thereupon the Company shall be
relieved of all obligations and covenants under this Indenture and the Debt
Securities.

(b) In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition, such changes in phraseology and form (but not
in substance) may be made in the Debt Securities thereafter to be issued as
may be appropriate.

(c) Nothing contained in this Indenture or in any of the Debt
Securities shall prevent the Company from merging any other Person (whether
or not affiliated with the Company) into itself or acquiring by purchase or
otherwise all or any part of the property of any other Person (whether or not
affiliated with the Company).

SECTION 10.3 EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE.

The Trustee, subject to the provisions of Section 7.1, may receive an
Opinion of Counsel as conclusive evidence that any such consolidation,
merger, sale, conveyance, transfer or other disposition, and any such
assumption, comply with the provisions of this Article.

ARTICLE XI
SATISFACTION AND DISCHARGE

SECTION 11.1. SATISFACTION AND DISCHARGE OF INDENTURE.

If at any time: (a) the Company shall have delivered to the Trustee for
cancellation all Debt Securities of a series theretofore authenticated (other
than any Debt Securities that shall have been destroyed, lost or stolen and
that shall have been replaced or paid as provided in Section 2.7 and Debt
Securities for whose payment money or Governmental Obligations have
theretofore been deposited in trust or segregated and held in trust by the
Company (and thereupon repaid to the Company or discharged from such trust,
as provided in Section 11.5)); or (b) all such Debt Securities of a
particular series not theretofore delivered to the Trustee for cancellation
shall have become due and payable, or are by their terms to become due and
payable within one year or are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit or cause to be deposited with the
Trustee as trust funds the entire amount in moneys or Governmental
Obligations or a combination thereof, sufficient in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay at maturity or
upon redemption all Debt Securities of that series not theretofore delivered
to the Trustee for cancellation, including principal (and premium, if any)
and interest due or to become due to such date of maturity or date fixed for
redemption, as the case may be, and if the Company shall also pay or cause to
be paid all other sums payable hereunder with respect to such series by the
Company; and if the Company has delivered to the Trustee an Opinion of
Counsel based on the fact that (x) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling or (y) since the
date hereof, there has been a change in the applicable United States federal
income tax law, in either case to the effect that, and such opinion shall
confirm that, the holders of the Debt Securities of such series will not
recognize income, gain or loss for United States federal income tax purposes
as a result of such deposit, defeasance and discharge and will be subject to
United States federal income tax on the same amount and in the same manner
and at the same times, as would have been the case if such deposit,
defeasance and discharge had not occurred, then this Indenture shall
thereupon cease to be of further effect with respect to such series except
for the provisions of Sections 2.3, 2.5, 2.7, 4.1, 4.2, 4.3 and 7.10, that
shall survive until the date of maturity or redemption date, as the case may
be, and Sections 7.6 and 11.5, that shall survive to such date and
thereafter, and the Trustee, on demand of the Company and at the cost and
expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to such series.

SECTION 11.2. DISCHARGE OF OBLIGATIONS.

If at any time all Debt Securities of a particular series not heretofore
delivered to the Trustee for cancellation or that have not become due and
payable as described in Section 11.1 shall have been paid by the Company by
depositing irrevocably with the Trustee as trust funds the entire amount in
moneys or Governmental Obligations, or a combination thereof, sufficient, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof, delivered to the Trustee to pay
at maturity or upon redemption under arrangements satisfactory to the Trustee
for the giving of notice of redemption all such Debt Securities of that
series not theretofore delivered to the Trustee for cancellation, including
principal (and premium, if any) and interest due or to become due to such
date of maturity or date fixed for redemption, as the case may be, and if the
Company shall also pay or cause to be paid all other sums payable hereunder
by the Company with respect to such series, then after the date such moneys
or Governmental Obligations, as the case may be, are deposited with the

Trustee then, and if the Company has delivered to the Trustee an Opinion of
Counsel based on the fact that (x) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling or (y) since the
date hereof, there has been a change in the applicable United States federal
income tax law, in either case to the effect that, and such opinion shall
confirm that, the holders of the Debt Securities of such series will not
recognize income, gain or loss for United States federal income tax purposes
as a result of such deposit, defeasance and discharge and will be subject to
United States federal income tax on the same amount and in the same manner
and at the same times, as would have been the case if such deposit,
defeasance and discharge had not occurred, the obligations of the Company,
under this Indenture with respect to such series shall cease to be of further
effect except for the provisions of Sections 2.3, 2.5, 2.7, 4.1, 4.2, 4.3,
and 7.10 hereof that shall survive until such Debt Securities shall mature
and be paid, and Sections 7.6 and 11.5 shall survive to such date and
thereafter.

SECTION 11.3. DEPOSITED MONEYS TO BE HELD IN TRUST.

All moneys or Governmental Obligations deposited with the Trustee
pursuant to Sections 11.1 or 11.2 shall be held in trust and shall be
available for payment as due, either directly or through any paying agent
(including the Company acting as its own paying agent), to the holders of the
particular series of Debt Securities for the payment or redemption of which
such moneys or Governmental Obligations have been deposited with the Trustee.

SECTION 11.4. PAYMENT OF MONEYS HELD BY PAYING AGENTS.

In connection with the satisfaction and discharge of this Indenture, or
the Company's obligation with respect to the Debt Securities of a series, all
moneys or Governmental Obligations then held by any paying agent under the
provisions of this Indenture shall, upon demand of the Company, be paid to
the Trustee and thereupon such paying agent shall be released from all
further liability with respect to such moneys or Governmental Obligations.

SECTION 11.5. REPAYMENT TO COMPANY.

Any moneys or Governmental Obligations deposited with any paying agent
or the Trustee, or then held by the Company, in trust for payment of
principal of or premium or interest on the Debt Securities of a particular
series that are not applied but remain unclaimed by the holders of such Debt
Securities for at least two years after the date upon which the principal of
(and premium, if any) or interest on such Debt Securities shall have
respectively become due and payable, shall be repaid to the Company on May 31
of each year or (if then held by the Company) shall be discharged from such
trust; and thereupon the paying agent and the Trustee shall be released from
all further liability with respect to such moneys or Governmental
Obligations, and the holder of any of the Debt Securities entitled to receive
such payment shall thereafter, as an unsecured general creditor, look only to
the Company for the payment thereof.

ARTICLE XII
IMMUNITY OF INCORPORATORS, SHAREHOLDERS,
OFFICERS AND DIRECTORS

SECTION 12.1. NO RECOURSE.

No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Debt Security, or for any claim based thereon or
otherwise in respect thereof, shall be had against any incorporator,
shareholder, officer or director, past, present or future as such, of the
Company or of any predecessor or successor corporation, either directly or
through the Company or any such predecessor or successor corporation, whether
by virtue of any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise; it being expressly understood that
this Indenture and the obligations issued hereunder are solely corporate
obligations, and that no such personal liability whatever shall attach to, or
is or shall be incurred by, the incorporators, shareholders, officers or
directors as such, of the Company or of any predecessor or successor
corporation, or any of them, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or in any of the Debt Securities or
implied herefrom; and that any and all such personal liability of every name
and nature, either at common law or in equity or by constitution or statute,
of, and any and all such rights and claims against, every such incorporator,
shareholder, officer or director as such, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Debt
Securities or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture
and the issuance of such Debt Securities.

ARTICLE XIII
SUBORDINATION OF DEBT SECURITIES

SECTION 13.1. AGREEMENT TO SUBORDINATE.

The Company covenants and agrees, and each holder of Debt Securities
issued hereunder, by such Securityholder's acceptance thereof, likewise
covenants and agrees, that all Debt Securities shall be issued subject to the
provisions of this Article XIII, and each Holder of a Debt Security, whether
upon original issue or upon transfer or assignment thereof, accepts and
agrees to be bound by such provisions.

The payment by the Company of the principal of, premium, if any, and
interest on all Debt Securities issued hereunder shall, to the extent and in
the manner hereinafter set forth, be subordinated and junior in right of
payment to the prior payment in full of all Senior Indebtedness of the
Company, whether outstanding at the date of this Indenture or thereafter
incurred. Senior Indebtedness shall continue to be Senior Indebtedness and
entitled to the benefits of this Article XIII irrespective of any amendment,
modification or waiver of any term of such Senior Indebtedness.

No provision of this Article XIII shall prevent the occurrence of any
default or Event of Default hereunder.

SECTION 13.2. DEFAULT ON SENIOR INDEBTEDNESS.

In the event that any default by the Company in the payment of
principal, premium, interest or any other payment due on any Senior
Indebtedness of the Company has occurred and is continuing and any applicable
grace period with respect to such default has expired and such default has
not been cured or waived or ceased to exist, or in the event that the
maturity of any Senior Indebtedness of the Company has been accelerated
because of a default, then, in either case, no payment shall be made by the
Company with respect to the principal (including redemption and sinking fund
payments) of, or premium, if any, or interest on the Debt Securities.

In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 13.2, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior
Indebtedness may have been issued, as their respective interests may appear,
but only to the extent that the holders of the Senior Indebtedness (or their
representative or representatives or a trustee) notify the Trustee in writing
within 90 days of such payment of the amounts then due and owing on the
Senior Indebtedness and only the amounts specified in such notice to the
Trustee shall be paid to the holders of Senior Indebtedness.

SECTION 13.3 LIQUIDATION; DISSOLUTION; BANKRUPTCY.

Upon any payment by the Company or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or liquidation or reorganization
of the Company, whether voluntary or involuntary or in bankruptcy,
insolvency, receivership or other proceedings, all amounts due upon all
Senior Indebtedness of the Company shall first be paid in full, or payment
thereof provided for in money in accordance with its terms, before any
payment is made by the Company on account of the principal (and premium, if
any) or interest on the Debt Securities; and upon any such dissolution or
winding-up or liquidation or reorganization, any payment by the Company, or
distribution of assets of the Company of any kind or character, whether in
cash, property or securities, to which the Securityholders or the Trustee
would be entitled to receive from the Company, except for the provisions of
this Article XIII, shall be paid by the Company or by any receiver, trustee
in bankruptcy, liquidating trustee, agent or other Person making such payment
or distribution, or by the Securityholders or by the Trustee under the
Indenture if received by them or it, directly to the holders of Senior
Indebtedness of the Company (pro rata to such holders on the basis of the
respective amounts of Senior Indebtedness held by such holders, as calculated
by the Company) or their representative or representatives, or to the trustee
or trustees under any indenture pursuant to which any instruments evidencing
such Senior Indebtedness may have been issued, as their respective interests
may appear, to the extent necessary to pay such Senior Indebtedness in full,
in money or money's worth, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness, before any
payment or distribution is made to the Securityholders or to the Trustee.

In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in
cash, property or securities, prohibited by the foregoing, shall be received
by the Trustee before all Senior Indebtedness of the Company is paid in full,
or provision is made for such payment in money in accordance with its terms,
such payment or distribution shall be held in trust for the benefit of and
shall be paid over or delivered to the holders of such Senior

Indebtedness or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing
such Senior Indebtedness may have been issued, and their respective interests
may appear, as calculated by the Company, for application to the payment of
all Senior Indebtedness of the Company remaining unpaid to the extent
necessary to pay such Senior Indebtedness in full in money in accordance with
its terms, after giving effect to any concurrent payment or distribution to
or for the benefit of the holders of such Senior Indebtedness.

For purposes of this Article XIII, 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, the
payment of which is subordinated at least to the extent provided in this
Article XIII with respect to the Debt Securities to the payment of all Senior
Indebtedness of the Company that may at the time be outstanding, provided
that (i) such Senior Indebtedness is assumed by the new corporation, if any,
resulting from any such reorganization or readjustment, and (ii) the rights
of the holders of such Senior Indebtedness are not, without the consent of
such holders, altered by such reorganization or readjustment. 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 X of this Indenture shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 13.3 if such
other corporation shall, as a part of such consolidation, merger, conveyance
or transfer, comply with the conditions stated in Article X of this
Indenture. Nothing in Section 13.2 or in this Section 13.3 shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 7.6 of
this Indenture.

SECTION 13.4. SUBROGATION.

Subject to the payment in full of all Senior Indebtedness of the
Company, the rights of the Securityholders shall be subrogated to the rights
of the holders of such Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company applicable to
such Senior Indebtedness until the principal of (and premium, if any) and
interest on the Debt Securities shall be paid in full; and, for the purposes
of such subrogation, no payments or distributions to the holders of such
Senior Indebtedness of any cash, property or securities to which the
Securityholders or the Trustee would be entitled except for the provisions of
this Article XIII, and no payment pursuant to the provisions of this Article
XIII to or for the benefit of the holders of such Senior Indebtedness by
Securityholders or the Trustee, shall, as between the Company, its creditors
other than holders of Senior Indebtedness of the Company, and the holders of
the Debt Securities, be deemed to be a payment by the Company to or on
account of such Senior Indebtedness. It is understood that the provisions of
this Article XIII are and are intended solely for the purposes of defining
the relative rights of the holders of the Debt Securities, on the one hand,
and the holders of such Senior Indebtedness on the other hand.

Nothing contained in this Article XIII or elsewhere in this Indenture or
in the Debt Securities is intended to or shall impair, as between the
Company, its creditors other than the holders of Senior Indebtedness of the
Company, and the holders of the Debt Securities, the obligation of the
Company, which is absolute and unconditional, to pay to the holders of the
Debt Securities the principal of (and premium, if any) and interest on the
Debt 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 of the Debt Securities and creditors of the Company,
other than the holders of Senior Indebtedness of the Company, nor shall
anything herein or therein prevent the Trustee or the holder of any Debt
Security from

exercising all remedies otherwise permitted by applicable law upon default
under the Indenture, subject to the rights, if any, under this Article XIII
of the holders of such 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 of the Company referred to in
this Article XIII, the Trustee, subject to the provisions of Section 7.1 of
this Indenture, and the Securityholders shall be entitled to conclusively
rely upon any order or decree made by any court of competent jurisdiction in
which such dissolution, winding-up, liquidation or reorganization proceedings
are pending, or a certificate of the receiver, trustee in bankruptcy,
liquidation trustee, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Securityholders, for the
purposes of ascertaining the Persons entitled to participate in such
distribution, the holders of 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 XIII.

SECTION 13.5. TRUSTEE TO EFFECTUATE SUBORDINATION.

Each Securityholder by such Securityholder's acceptance thereof
authorizes and directs the Trustee on such Securityholder's behalf to take
such action as may be necessary or appropriate to effectuate the
subordination provided in this Article XIII and appoints the Trustee such
Securityholder's attorney-in-fact for any and all such purposes.

SECTION 13.6. NOTICE BY THE COMPANY.

The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company that would prohibit the
making of any payment of monies to or by the Trustee in respect of the Debt
Securities pursuant to the provisions of this Article XIII. Notwithstanding
the provisions of this Article XIII or any other provision of this Indenture,
the Trustee shall not be charged with knowledge of the existence of any facts
that would prohibit the making of any payment of monies to or by the Trustee
in respect of the Debt Securities pursuant to the provisions of this Article
XIII, unless and until a Responsible Officer of the Trustee shall have
received written notice thereof from the Company or a holder or holders of
Senior Indebtedness of the Company or from any trustee therefor; and before
the receipt of any such written notice, the Trustee, subject to the
provisions of Section 7.1 of this Indenture, shall be entitled in all
respects to assume that no such facts exist; PROVIDED, HOWEVER, that if the
Trustee shall not have received the notice provided for in this Section 13.6
at least two Business Days prior to the date upon which by the terms hereof
any money may become payable for any purpose (including, without limitation,
the payment of the principal of (or premium, if any) or interest on any Debt
Security), then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such money and to
apply the same to the purposes for which they were received, and shall not be
affected by any notice to the contrary that may be received by it within two
Business Days prior to such date.

The Trustee, subject to the provisions of Section 7.1 of the Indenture,
shall be entitled to conclusively rely on the delivery to it of a written
notice by a Person representing himself to be a holder of Senior Indebtedness
of the Company (or a trustee on behalf of such holder), to establish that
such notice has been given by a holder of such Senior Indebtedness or a
trustee on behalf of any such holder or holders. In the event that the
Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of such Senior Indebtedness to
participate in any payment or distribution pursuant to this Article XIII, the
Trustee may request such Person to furnish evidence to

the reasonable satisfaction of the Trustee as to the amount of such Senior
Indebtedness held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and any other facts pertinent
to the rights of such Person under this Article XIII, and, if such evidence
is not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.

SECTION 13.7. RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS.

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

With respect to the holders of Senior Indebtedness of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article XIII, and no
implied covenants or obligations with respect to the holders of such Senior
Indebtedness shall be read into this Indenture or against the Trustee. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of such
Senior Indebtedness and, subject to the provisions of Section 7.1 of this
Indenture, the Trustee shall not be liable to any holder of such Senior
Indebtedness if it shall pay over or deliver to Securityholders, the Company
or any other Person money or assets to which any holder of such Senior
Indebtedness shall be entitled by virtue of this Article XIII or otherwise.

SECTION 13.8. SUBORDINATION MAY NOT BE IMPAIRED.

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

Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness of the Company may, at any time and from
time to time, without the consent of or notice to the Trustee or the
Securityholders, without incurring responsibility to the Securityholders and
without impairing or releasing the subordination provided in this Article
XIII or the obligations hereunder of the holders of the Debt Securities to
the holders of such Senior Indebtedness, do any one or more of the following:
(i) change the manner, place or terms of payment or extend the time of
payment of, or renew or alter, such Senior Indebtedness, or otherwise amend
or supplement in any manner such Senior Indebtedness or any instrument
evidencing the same or any agreement under which such Senior Indebtedness is
outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii)
release any Person liable in any manner for the collection of such Senior
Indebtedness; and (iv) exercise or refrain from exercising any rights against
the Company and any other Person.

ARTICLE XIV
MISCELLANEOUS PROVISIONS

SECTION 14.1. EFFECT ON SUCCESSORS AND ASSIGNS.

All the covenants, stipulations, promises and agreements in this
Indenture contained by or on behalf of the Company shall bind successors and
assigns of the Company, whether so expressed or not.

SECTION 14.2. ACTIONS BY SUCCESSOR.

Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
corresponding board, committee or officer of any corporation that shall at
the time be the lawful successor of the Company.

SECTION 14.3. SURRENDER OF COMPANY POWERS.

The Company by instrument in writing executed by authority of 2/3
(two-thirds) of the Board of Directors and delivered to the Trustee may
surrender any of the powers reserved to the Company, and thereupon such power
so surrendered shall terminate both as to the Company and as to any successor
corporation.

SECTION 14.4. NOTICES.

Except as otherwise expressly provided herein, any notice or demand
that by any provision of this Indenture is required or permitted to be given
or served by the Trustee or by the holders of Debt Securities to or on the
Company may be given or served by being deposited first class postage prepaid
in a post office letterbox addressed (until another address is filed in
writing by the Company with the Trustee), as follows: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ 54307-9001, Attention: Treasurer. Any
notice, election, request or demand by the Company or any Securityholder to
or upon the Trustee shall be deemed to have been sufficiently given or made,
for all purposes, if given or made in writing at the Corporate Trust Office
of the Trustee.

SECTION 14.5. GOVERNING LAW.

This Indenture and each Debt Security shall be deemed to be a contract
made under the internal laws of the State of New York, and for all purposes
shall be construed in accordance with the laws of said State.

SECTION 14.6. TREATMENT OF THE DEBT SECURITIES AS DEBT.

It is intended that the Debt Securities will be treated as indebtedness
and not as equity for federal income tax purposes. The provisions of this
Indenture shall be interpreted to further this intention.

SECTION 14.7. COMPLIANCE CERTIFICATES AND OPINIONS.

(a) Upon any application or demand by the Company to the Trustee to
take any action under any of the provisions of this Indenture, the Company
shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied
with, except that in the case of any such application or demand as to which
the furnishing of such documents is specifically required by any provision of
this Indenture relating to such particular application or demand, no
additional certificate or opinion need be furnished.

(b) Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or
covenant in this Indenture shall include (1) a statement that the Person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based; (3) a statement that, in the opinion of
such Person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant
or condition has been complied with; and (4) a statement as to whether or
not, in the opinion of such Person, such condition or covenant has been
complied with.

SECTION 14.8. PAYMENTS ON BUSINESS DAYS.

Except as provided pursuant to Section 2.1 pursuant to a Board
Resolution, and as set forth in an Officers' Certificate, or established in
one or more indentures supplemental to this Indenture, in any case where the
date of maturity of interest or principal of any Debt Security or the date of
redemption of any Debt Security shall not be a Business Day, then payment of
interest or principal (and premium, if any) may be made on the next
succeeding Business Day with the same force and effect as if made on the
nominal date of maturity or redemption, and no interest shall accrue for the
period after such nominal date; except that, if such Business Day is in the
next succeeding calendar year, then such payment shall be made on the
immediately preceding Business Day, as if made on the nominal date of
maturity or redemption.

SECTION 14.9. CONFLICT WITH TRUST INDENTURE ACT.

If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

SECTION 14.10. COUNTERPARTS.

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

SECTION 14.11. SEPARABILITY.

In case any one or more of the provisions contained in this Indenture or
in the Debt Securities of any series shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Indenture
or of

such Debt Securities, but this Indenture and such Debt Securities shall be
construed as if such invalid or illegal or unenforceable provision had never
been contained herein or therein.

SECTION 14.12. ASSIGNMENT.

The Company will have the right at all times to assign any of its
respective rights or obligations under this Indenture to a direct or indirect
wholly-owned Subsidiary of the Company, PROVIDED THAT, in the event of any
such assignment, the Company will remain liable for all such obligations.
Subject to the foregoing, the Indenture is binding upon and inures to the
benefit of the parties thereto and their respective successors and assigns.
This Indenture may not otherwise be assigned by the parties thereto.

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

WPS RESOURCES CORPORATION

By:
----------------------------------------
Name:
Title:

STATE STREET BANK AND TRUST COMPANY
not in its individual capacity but solely as
Trustee

By:
----------------------------------------
Name:
Title:

▇▇

▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ )
) SS:
COUNTY OF ▇▇▇▇▇ )

On the ____ day of _______________________, 1998, before me
personally came ____________________________ to me known, who, being by me
duly sworn, did depose and say that he is the ______________________________
of WPS RESOURCES CORPORATION, one of the corporations described in and which
executed the above instrument, and that he signed his name thereto by
authority of the Board of Directors of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal of
office this ____ day of _____________________, 1998.

-----------------------------------
Notary Public

COMMONWEALTH OF MASSACHUSETTS )
) SS:
COUNTY OF _______________ )

On the ____ day of ______________________________, 1998, before me
personally came ____________________ to me known, who, being by me duly
sworn, did depose and say that he is ____________________ of STATE STREET
BANK AND TRUST COMPANY, one of the corporations described in and which
executed the above instrument, and that he signed his name thereto by
authority of the Board of Directors of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal
of office this ____ day of _________________________________, 1998.

----------------------------------------
Notary Public

WPS RESOURCES CORPORATION ISSUER AND STATE STREET BANK AND TRUST COMPANY TRUSTEE INDENTURE DATED AS OF__________, 1998

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