TABLE OF CONTENTS */

▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ PRODUCTS CO., as Issuer,

and

▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ CORPORATION, as Guarantor,

and

[ ], as Trustee

_______________

INDENTURE

Dated as of , 1995

_______________

Subordinated Debt Securities

TABLE OF CONTENTS */

Page

ARTICLE ONE

Definitions and Other Provisions
of General Application

SECTION 1.01. Definitions . . . . . . . . . . . . . . 1
SECTION 1.02. Compliance Certificates and Opinions . 12
SECTION 1.03. Form of Documents Delivered to
Trustee . . . . . . . . . . . . . . 13
SECTION 1.04. Acts of Holders . . . . . . . . . . . . 13
SECTION 1.05. Notices, etc., to Trustee, Company
and Guarantor . . . . . . . . . . . 17
SECTION 1.06. Notices to Holders; Waiver . . . . . . 17
SECTION 1.07. Language of Notices, Etc. . . . . . . . 19
SECTION 1.08. Conflict with Trust Indenture Act . . . 19
SECTION 1.09. Effect of Headings and Table of
Contents . . . . . . . . . . . . . . 19
SECTION 1.10. Successors and Assigns . . . . . . . . 19
SECTION 1.11. Separability Clause . . . . . . . . . . 19
SECTION 1.12. Benefits of Indenture . . . . . . . . . 19
SECTION 1.13. Legal Holidays . . . . . . . . . . . . 20
SECTION 1.14. Governing Law . . . . . . . . . . . . . 20

ARTICLE TWO

Security Forms

SECTION 2.01. Form Generally . . . . . . . . . . . . 20
SECTION 2.02. Form of Securities . . . . . . . . . . 21
SECTION 2.03. Form of Trustee's Certificate of
Authentication . . . . . . . . . . . 22

SECTION 2.04. Global Securities . . . . . . . . . . . 22

*/ This Table of Contents is not part of the Indenture.

Subordinated Indenture

Page

ARTICLE THREE

The Securities

SECTION 3.01. Title and Terms . . . . . . . . . . . . 23
SECTION 3.02. Denominations . . . . . . . . . . . . . 26
SECTION 3.03. Execution, Authentication, Delivery
and Dating . . . . . . . . . . . . . 26
SECTION 3.04. Temporary Securities . . . . . . . . . 30
SECTION 3.05. Registration, Registration of
Transfer and Exchange . . . . . . . 34
SECTION 3.06. Mutilated, Destroyed, Lost and Stolen
Securities . . . . . . . . . . . . . 39
SECTION 3.07. Payment of Interest; Interest Rights
Preserved . . . . . . . . . . . . . 41
SECTION 3.08. Persons Deemed Owners . . . . . . . . . 43
SECTION 3.09. Cancellation . . . . . . . . . . . . . 44
SECTION 3.10. Computation of Interest . . . . . . . . 44
SECTION 3.11. Forms of Certification . . . . . . . . 44
SECTION 3.12. Judgments . . . . . . . . . . . . . . . 45

ARTICLE FOUR

Redemption of Securities

SECTION 4.01. Applicability of Article . . . . . . . 46
SECTION 4.02. Election To Redeem; Notice to Trustee . 46
SECTION 4.03. Selection by Security Registrar of
Securities To Be Redeemed . . . . . 46
SECTION 4.04. Notice of Redemption . . . . . . . . . 47
SECTION 4.05. Deposit of Redemption Price . . . . . . 48
SECTION 4.06. Securities Payable on Redemption Date . 48
SECTION 4.07. Securities Redeemed in Part . . . . . . 49

SECTION 4.08. Redemption Suspended During Event of
Default . . . . . . . . . . . . . . . . 50

Subordinated Indenture

Page

ARTICLE FIVE

Covenants

SECTION 5.01. Payment of Principal, Premium and
Interest . . . . . . . . . . . . . . 50
SECTION 5.02. Maintenance of Office or Agency . . . . 51
SECTION 5.03. Money for Security Payments To Be
Held in Trust . . . . . . . . . . . 53
SECTION 5.04. Additional Amounts . . . . . . . . . . 55
SECTION 5.05. Statement as to Compliance . . . . . . 56
SECTION 5.06. Maintenance of Corporate Existence,
Rights and Franchises . . . . . . . 56

ARTICLE SIX

Holders' Lists and Reports
by Trustee and Company

SECTION 6.01. Company To Furnish Trustee Names and
Addresses of Holders . . . . . . . . 57

SECTION 6.02. Preservation of Information;
Communications to Holders . . . . . 57
SECTION 6.03. Reports by Trustee . . . . . . . . . . 59
SECTION 6.04. Reports by Company . . . . . . . . . . 60

ARTICLE SEVEN

Remedies

SECTION 7.01. Events of Default . . . . . . . . . . . 61
SECTION 7.02. Acceleration of Maturity; Rescission
and Annulment . . . . . . . . . . . 62
SECTION 7.03. Collection of Indebtedness and Suits
for Enforcement by Trustee . . . . . 64

SECTION 7.04. Trustee May File Proofs of Claim . . . 65
SECTION 7.05. Trustee May Enforce Claims Without
Possession of Securities . . . . . . 66
SECTION 7.06. Application of Money Collected . . . . 66
SECTION 7.07. Limitation on Suits . . . . . . . . . . 67

Subordinated Indenture

Page

SECTION 7.08. Unconditional Right of Holders to
Receive Principal, Premium and
Interest . . . . . . . . . . . . . . 68
SECTION 7.09. Restoration of Rights and Remedies . . 68
SECTION 7.10. Rights and Remedies Cumulative . . . . 68
SECTION 7.11. Delay or Omission Not Waiver . . . . . 68
SECTION 7.12. Control by Holders . . . . . . . . . . 69
SECTION 7.13. Waiver of Past Defaults . . . . . . . . 69
SECTION 7.14. Undertaking for Costs . . . . . . . . . 70
SECTION 7.15. Waiver of Stay or Extension Laws . . . 70

ARTICLE EIGHT

The Trustee

SECTION 8.01. Certain Duties and Responsibilities . . 71
SECTION 8.02. Notice of Default . . . . . . . . . . . 72
SECTION 8.03. Certain Rights of Trustee . . . . . . . 73

SECTION 8.04. Not Responsible for Recitals or
Issuance of Securities . . . . . . . 74
SECTION 8.05. May Hold Securities . . . . . . . . . . 74
SECTION 8.06. Money Held in Trust . . . . . . . . . . 74
SECTION 8.07. Compensation and Reimbursement . . . . 75
SECTION 8.08. Disqualification; Conflicting
Interests . . . . . . . . . . . . . 76
SECTION 8.09. Corporate Trustee Required;
Eligibility . . . . . . . . . . . . 76
SECTION 8.10. Resignation and Removal; Appointment
of Successor . . . . . . . . . . . . 77
SECTION 8.11. Acceptance of Appointment by
Successor . . . . . . . . . . . . . 79
SECTION 8.12. Merger, Conversion, Consolidation or
Succession to Business of Trustee . 80
SECTION 8.13. Preferential Collection of Claims
Against Company . . . . . . . . . . 81
SECTION 8.14. Appointment of Authenticating Agents . 81

Subordinated Indenture

Page

ARTICLE NINE

Supplemental Indentures

SECTION 9.01. Supplemental Indentures Without
Consent of Holders . . . . . . . . . 83
SECTION 9.02. Supplemental Indentures With Consent
of Holders . . . . . . . . . . . . . 85
SECTION 9.03. Execution of Supplemental Indentures . 87
SECTION 9.04. Effect of Supplemental Indentures . . . 87
SECTION 9.05. Conformity with Trust Indenture Act . . 88
SECTION 9.06. Reference in Securities to
Supplemental Indentures . . . . . . 88
SECTION 9.07. Subordination Unimpaired . . . . . . . 88

ARTICLE TEN

Consolidation, Merger, Conveyance or Transfer

SECTION 10.01. Company May Consolidate, etc., Only
on Certain Terms . . . . . . . . . . 88
SECTION 10.02. Successor Corporation Substituted . . . 89

ARTICLE ELEVEN

Satisfaction and Discharge

SECTION 11.01. Satisfaction and Discharge of
Indenture . . . . . . . . . . . . . 89
SECTION 11.02. Application of Trust Money . . . . . . 91
SECTION 11.03. Reinstatement . . . . . . . . . . . . . 91

ARTICLE TWELVE

Immunity of Incorporators, Stockholders,
Officers and Directors

SECTION 12.01. Exemption from Individual Liability . . 92

Subordinated Indenture

Page

ARTICLE THIRTEEN

Sinking Funds

SECTION 13.01. Applicability of Article . . . . . . . 92
SECTION 13.02. Satisfaction of Sinking Fund Payments
with Securities . . . . . . . . . . 93
SECTION 13.03. Redemption of Securities for Sinking
Fund . . . . . . . . . . . . . . . . 93

ARTICLE FOURTEEN

Subordination

SECTION 14.01. Agreement to Subordinate . . . . . . . 94
SECTION 14.02. Liquidation, Dissolution, Bankruptcy . 94
SECTION 14.03. Default on Senior Indebtedness or
Senior Subordinated Indebtedness . . 95
SECTION 14.04. Acceleration of Payment of Securities . 96
SECTION 14.05. When Distributions Must Be Paid Over . 97
SECTION 14.06. Subrogation . . . . . . . . . . . . . . 97
SECTION 14.07. Relative Rights . . . . . . . . . . . 97
SECTION 14.08. Subordination May Not Be Impaired by
Company or Guarantor . . . . . . . . 98
SECTION 14.09. Rights of Trustee and Paying Agent . . 98
SECTION 14.10. Distribution or Notice to
Representative . . . . . . . . . . . 99
SECTION 14.11. Article Fourteen Not To Prevent Events
of Default or Limit Right To
Accelerate . . . . . . . . . . . . . 99
SECTION 14.12. Trust Moneys Not Subordinated . . . . . 99
SECTION 14.13. Trustee Entitled To Rely . . . . . . . 99
SECTION 14.14. Trustee To Effectuate Subordination . . 100
SECTION 14.15. Trustee Not Fiduciary for Holders of
Senior Indebtedness . . . . . . . . 100
SECTION 14.16. Reliance by Holders of Senior
Indebtedness or Senior Subordinated
Indebtedness on Subordination
Provisions . . . . . . . . . . . . . 101

Subordinated Indenture

Page

ARTICLE FIFTEEN

Guarantee

SECTION 15.01. Guarantee . . . . . . . . . . . . . . . 101
SECTION 15.02. Limitation on Liability . . . . . . . 104
SECTION 15.03. Successors and Assigns . . . . . . . . 104
SECTION 15.04. No Waiver . . . . . . . . . . . . . . . 104
SECTION 15.05. Modification . . . . . . . . . . . . . 104

ARTICLE SIXTEEN

Repayment at The Option of Holders

SECTION 16.01. Applicability of Article . . . . . . . 105
SECTION 16.02. Repayment of Securities . . . . . . . . 105
SECTION 16.03. Exercise of Option; Notice . . . . . . 105
SECTION 16.04. Election of Repayment by Remarketing
Entities . . . . . . . . . . . . . . . 107
SECTION 16.05. Securities Payable on the Repayment
Date . . . . . . . . . . . . . . . . 107

ARTICLE SEVENTEEN

Meetings of Holders of Securities

SECTION 17.01. Purposes for Which Meetings May Be
Called . . . . . . . . . . . . . . . 107
SECTION 17.02. Call, Notice and Place at Meetings . . 108
SECTION 17.03. Persons Entitled To Vote at
Meetings . . . . . . . . . . . . . . 108
SECTION 17.04. Quorum, Action . . . . . . . . . . . . 108
SECTION 17.05. Determination of Voting Rights; Conduct
and Adjournment of Meetings . . . . 110
SECTION 17.06. Counting Votes and Recording Action of
Meetings . . . . . . . . . . . . . . 111

Subordinated Indenture

Page

ARTICLE EIGHTEEN

Miscellaneous

SECTION 18.01. Counterparts . . . . . . . . . . . . . 112

TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . 112
SIGNATURES AND SEALS . . . . . . . . . . . . . . . . 113
ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . 113

EXHIBIT A Form of Certificate to be Given by Person
Entitled to Receive Bearer Security
EXHIBIT B Form of Certificate to be Given by Euroclear
and CEDEL S.A. in Connection with the
Exchange of a Portion of a Temporary Global
Security
EXHIBIT C Form of Certificate to be Given by Euroclear
and CEDEL S.A. to Obtain Interest Prior to an
Exchange Date
EXHIBIT D Form of Certificate to be Given by Beneficial
Owners to Obtain Interest Prior to an
Exchange Date

Subordinated Indenture

TABLE SHOWING REFLECTION IN INDENTURE OF CERTAIN PROVISIONS
OF TRUST INDENTURE ACT OF 1939

Reflected in
Indenture Section
TIA
(sect. ▇▇▇▇ here)310(a)(1) . . . . . . . . . . . . . 8.09
(a)(2) . . . . . . . . . . . . . 8.09
(a)(3) . . . . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . . . . Not Applicable
(a)(5) . . . . . . . . . . . . . 8.09
(b) . . . . . . . . . . . . . . 8.08
8.10
(c) . . . . . . . . . . . . . . Not Applicable
(sect. ▇▇▇▇ here)311(a) . . . . . . . . . . . . . . . 8.13
(b) . . . . . . . . . . . . . . 8.13
(sect. ▇▇▇▇ here)312(a) . . . . . . . . . . . . . . . 6.01
6.02(i)
(b) . . . . . . . . . . . . . . 6.02(ii)
(c) . . . . . . . . . . . . . . 6.02(iii)
(sect. ▇▇▇▇ here)313(a) . . . . . . . . . . . . . . . 6.03(i)
(b) . . . . . . . . . . . . . . 6.03(ii)
(c) . . . . . . . . . . . . . . 6.03(i),(ii) and
(iii)
(d) . . . . . . . . . . . . . . 6.03(iii)
(sect. ▇▇▇▇ here)314(a) . . . . . . . . . . . . . . . 6.04
5.05
(b) . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . 1.02
(c)(2) . . . . . . . . . . . . . 1.02
(c)(3) . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . 1.02
(f) . . . . . . . . . . . . . . Not Applicable
(sect. ▇▇▇▇ here)315(a) . . . . . . . . . . . . . . . 8.01(i)
8.01(iii)
(b) . . . . . . . . . . . . . . 8.02
(c) . . . . . . . . . . . . . . 8.01(ii)
(d) . . . . . . . . . . . . . . 8.01
(d)(1) . . . . . . . . . . . . . 8.01(i)
(d)(2) . . . . . . . . . . . . . 8.01(iii)(b)
(d)(3) . . . . . . . . . . . . . 8.01(iii)(c)

Subordinated Indenture

Reflected in
Indenture Section

(e) . . . . . . . . . . . . . . 7.14
(sect. ▇▇▇▇ here)316(a) . . . . . . . . . . . . . . . 1.01
(sect. ▇▇▇▇ here)316(a)(1)(A) . . . . . . . . . . . . 7.02
7.12
(a)(1)(B) . . . . . . . . . . . 7.13
(a)(2) . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . 7.08
(c) . . . . . . . . . . . . . . 1.04(viii)
(sect. ▇▇▇▇ here)317(a)(1) . . . . . . . . . . . . . 7.03
(a)(2) . . . . . . . . . . . . . 7.04
(b) . . . . . . . . . . . . . . 5.03
(sect. ▇▇▇▇ here)318(a) . . . . . . . . . . . . . . . 1.08
(c) . . . . . . . . . . . . . . 1.08

THIS INDENTURE is entered into as of
, 1995, between ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
PRODUCTS CO., a Delaware corporation (the
"Company"), ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Corporation, a
Delaware corporation (the "Guarantor")
and , a [ ] corporation
(the "Trustee").

RECITALS OF THE COMPANY

The Company deems it necessary from time to time
to issue its unsecured subordinated debentures, notes, bonds
and other evidences of indebtedness to be issued in one or
more series (hereinafter called the "Securities") as
hereinafter set forth, and to provide therefor the Company
has duly authorized the execution and delivery of this
Indenture.

All things necessary to make this Indenture a
valid agreement of the Company, in accordance with its
terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE ONE

Definitions and Other Provisions of General Application

SECTION 1.01. Definitions. For all purposes of
this Indenture, except as otherwise expressly provided or
unless the context otherwise requires:

(i) the term "this Indenture" means this
instrument as originally executed or as it may from
time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to
the applicable provisions hereof and shall include the
terms of particular series of Securities established as
contemplated by Section 3.01;

Subordinated Indenture

(ii) all references in this instrument to
designated "Articles", "Sections" and other
subdivisions are to the designated Articles, Sections
and other subdivisions of this Indenture. The words
"herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and
not to any particular Article, Section or other
subdivision;

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

(iv) all other terms used herein which are defined
in the Trust Indenture Act, either directly or by
reference therein, have the meanings assigned to them
therein; and

(v) all accounting terms not otherwise defined
herein have the meanings assigned to them in accordance
with generally accepted accounting principles, and,
except as may be otherwise expressly provided herein or
in one or more indentures supplemental hereto, the term
"generally accepted accounting principles" with respect
to any computation required or permitted hereunder
shall mean such accounting principles as are generally
accepted at the date of such computation.

"Act", when used with respect to any Holder, has
the meaning specified in Section 1.04.

"Affiliate" of any specified Person means any
other Person directly or indirectly controlling or
controlled by or under direct or indirect common control
with such specified Person. For the purposes of this
definition, "control" when used with respect to any
specified Person means the power to direct the management
and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

"Authenticating Agent" means any Person authorized
to act on behalf of the Trustee to authenticate Securities
pursuant to Section 8.14.

"Authorized Newspaper" means a newspaper, in an
official language of the country of publication or in the

Subordinated Indenture

English language, customarily published on each Business
Day, whether or not published on Saturdays, Sundays or
holidays, and of general circulation in the place in
connection with which the term is used or in the financial
community of such place. Where successive publications are
required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different
newspapers in the same city meeting the foregoing
requirements and in each case on any Business Day.

"Authorized Officer" means the Chairman of the
Board, the President, any Vice Chairman of the Board, any
Vice President, the Treasurer, the Secretary, the
Comptroller, any Assistant Comptroller, any Assistant
Treasurer or any Assistant Secretary of the Company.

"Bearer Security" means any Security in the form
established pursuant to Section 2.02 which is payable to
bearer, including, without limitation, unless the context
otherwise indicates, a Security in global bearer form.

"Board of Directors" means either the board of
directors of the Company or any duly authorized committee of
that board.

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

"Business Day" means any day, other than a
Saturday or Sunday, on which banking institutions in the
City of New York, New York and any Place of Payment for the
Securities are open for business.

"CEDEL" or "CEDEL S.A." means Cedel Bank, societe
anonymne or its successors.

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

"Common Depositary" has the meaning specified in
Section 3.04(b)(ii).

Subordinated Indenture

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

"Company Request" and "Company Order" mean,
respectively, a written request or order signed in the name
of the Company by its Chairman of the Board, its President,
a Vice Chairman of the Board, or a Vice President, and by
its Treasurer, an Assistant Treasurer, its Comptroller, an
Assistant Comptroller, its Secretary or an Assistant
Secretary, and delivered to the Trustee.

"Corporation" includes corporations, associations,
companies and business trusts.

"Coupon" means any interest coupon appertaining to
a Bearer Security.

"Defaulted Interest" has the meaning specified in
Section 3.07.

"Depositary" means, with respect to the Securities
of any series issuable or issued in the form of a Global
Security, the Person designated as Depositary by the Company
pursuant to Section 3.01 until a successor Depositary shall
have been appointed pursuant to Section 3.05, and thereafter
"Depositary" shall mean or include each Person who is then a
Depositary hereunder, and if at any time there is more than
one such Person, "Depositary" as used with respect to the
Securities of any such series shall mean the Depositary with
respect to the Securities of that series.

"Designated Currency" has the meaning specified in
Section 3.12.

"Dollar" or "$" means the coin or currency of the
United States of America as at the time of payment which is
legal tender for the payment of public and private debts.

"ECU" means the European Currency Unit as defined
and revised from time to time by the Council of the European
Communities.

"Euroclear" means ▇▇▇▇▇▇ Guaranty Trust Company of
New York, Brussels Office, as operator of the Euroclear
System.

Subordinated Indenture

"European Communities" means the European Economic
Community, the European Coal and Steel Community and the
European Atomic Energy Community.

"Event of Default" has the meaning specified in
Section 7.01.

"Exchange Act" means the Securities and Exchange
Act of 1934, as amended from time to time, and any statute
successor thereto.

"Exchange Rate" shall have the meaning specified
as contemplated in Section 3.01.

"Exchange Rate Agent" shall have the meaning
specified as contemplated in Section 3.01.

"Exchange Rate Officer's Certificate" with respect
to any date for the payment of principal of (and premium, if
any) and interest on any series of Securities, means a
certificate setting forth the applicable Exchange Rate and
the amounts payable in Dollars and Foreign Currencies in
respect of the principal of (and premium, if any) and
interest on Securities denominated in ECU, any other
composite currency or Foreign Currency, and signed by the
Chairman of the Board, a Vice Chairman of the Board, the
President, any Vice President, the Treasurer or any
Assistant Treasurer of the Company or the Exchange Rate
Agent appointed pursuant to Section 3.01 and delivered to
the Trustee.

"Foreign Currency" means a currency issued by the
government of any country other than the United States of
America.

"Global Exchange Date" has the meaning specified
in Section 3.04(b)(iv).

"Global Security" means a Security issued to
evidence all or a part of a series of Securities in
accordance with Section 3.03.

"Guarantee" means any obligation, contingent or
otherwise, of any Person directly or indirectly guaranteeing
any indebtedness of any other Person and any obligation,
direct or indirect, contingent or otherwise, of such Person
(i) to purchase or pay (or advance or supply funds for the
purchase or payment of) such indebtedness of such other

Subordinated Indenture

Person (whether arising by virtue of partnership
arrangements, or by agreement to keep-well, to purchase
assets, goods, securities or services, to take-or-pay, or to
maintain financial statement conditions or otherwise) or
(ii) entered into for purposes of assuring in any other
manner the obligee of such indebtedness of the payment
thereof or to protect such obligee against loss in respect
thereof (in whole or in part). The term "Guarantee" used as
a verb has a corresponding meaning.

"Guarantor" means ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Corporation.

"Holder", with respect to a Registered Security,
means a Person in whose name such Registered Security is
registered in the Security Register and, with respect to a
Bearer Security (or any temporary Global Security) or a
coupon, means the bearer thereof.

"interest", when used with respect to an Original
Issue Discount Security which by its terms bears interest
only after Maturity, means interest payable after Maturity.

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

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

"Obligations" has the meaning given to it in
Section 15.01.

"Officers' Certificate" means a certificate signed
by the Chairman of the Board, the President, a Vice Chairman
of the Board, or a Vice President, and by the Treasurer, an
Assistant Treasurer, the Comptroller, an Assistant
Comptroller, the Secretary or an Assistant Secretary of the
Company, and delivered to the Trustee. Each such
certificate shall contain the statements set forth in
Section 1.02, if applicable.

"Opinion of Counsel" means a written opinion of
counsel, who may (except as otherwise expressly provided in
this Indenture) be an employee of the Company, and who shall

Subordinated Indenture

be reasonably acceptable to the Trustee. Each such opinion
shall contain the statements set forth in Section 1.02, if
applicable.

"Original Issue Discount Security" means any
Security which provides for an amount less than the
principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant
to Section 7.02.

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

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

(ii) such Securities for whose payment or
redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying
Agent (other than the Company) in trust or set aside
and segregated in trust by the Company (if the Company
shall act as its own Paying Agent) for the Holders of
such Securities; provided that, if such Securities are
to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made; and

(iii) such Securities in lieu of which other
Securities have been authenticated and delivered
pursuant to Section 3.06 of this Indenture;

provided, however, that in determining whether the Holders
of the requisite principal amount of such Securities
Outstanding have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or whether a
quorum is present at a meeting of Holders of Securities, the
principal amount of Original Issue Discount Securities that
shall be deemed to be Outstanding for such purposes shall be
the amount of the principal thereof that would be due and
payable as of the date of such determination upon a
declaration of acceleration of the Maturity thereof pursuant
to Section 7.02, and Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any

Subordinated Indenture

such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall
be disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Securities and that the
pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other
obligor.

"Paying Agent" means any Person authorized by the
Company to pay the principal of, premium, if any, or
interest on any Securities or any coupons appertaining
thereto on behalf of the Company.

"Person" means any individual, corporation,
partnership, joint venture, association, joint-stock
company, trust, unincorporated organization or government or
any agency or political subdivision thereof.

"Place of Payment", when used with respect to the
Securities of any series, means the place or places where,
subject to the provisions of Section 5.02, the principal of
(and premium, if any) and interest on the Securities of that
series are payable as specified in accordance with
Section 3.01.

"Predecessor Security" of any particular Security
means every previous Security evidencing all or a portion of
the same debt as that evidenced by such particular Security;
and for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in lieu of a
mutilated, destroyed, lost or stolen Security shall be
deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security.

"Principal Corporate Trust Office" means the
principal office of the Trustee, at which at any particular
time its corporate trust business shall be principally
administered, which office at the date of execution of this
instrument is at [ ].

"Principal Paying Agent" means the Paying Agent,
if any, designated as such by the Company pursuant to
Section 3.01 of this Indenture.

Subordinated Indenture

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

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

"Registered Security" means any Security in the
form established pursuant to Section 2.02 which is
registered in the Security Register.

"Regular Record Date" for the interest payable on
any Security on any Interest Payment Date means the date, if
any, specified in such Security as the "Regular Record
Date".

"Remarketing Entity", when used with respect to
the Securities of any series which are repayable at the
option of the Holders thereof before their Stated Maturity,
means any Person designated by the Company to purchase any
such Securities.

"Repayment Date", when used with respect to any
Security to be repaid upon exercise of option for repayment
by the Holder, means the date fixed for such repayment
pursuant to this Indenture.

"Repayment Price", when used with respect to any
Security to be repaid upon exercise of option for repayment
by the Holder, means the price at which it is to be repaid
pursuant to this Indenture.

"Representative" means any trustee, agent or
representative (if any) for an issuer of Senior Indebtedness
or Senior Subordinated Indebtedness, as applicable.

"Responsible Officer", when used with respect to
the Trustee, means any vice president, any assistant vice
president, any senior trust officer, any or any other
officer of the Trustee customarily performing functions
similar to those performed by any of the above designated
officers and also means, with respect to a particular
corporate trust matter, any other officer of the Trustee to
whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

Subordinated Indenture

"Security" or "Securities" means any Security or
Securities, as the case may be, authenticated and delivered
under this indenture; provided, however, that, if at any
time there is more than one Person acting as Trustee under
this Indenture, "Securities", with respect to any such
Person, shall mean Securities authenticated and delivered
under this Indenture, exclusive, however, of Securities of
any series as to which such Person is not Trustee.

"Security Register" has the meaning specified in
Section 3.05.

"Security Registrar" has the meaning specified in
Section 3.05.

"Senior Indebtedness" means the principal of,
premium, if any, and interest on, (i) all the Company's
other indebtedness for money borrowed, other than the
Securities, whether outstanding on the date of execution of
this Indenture or thereafter created, assumed or incurred,
except such indebtedness as is by its terms expressly stated
to be not superior in right of payment to the Securities or
to rank pari passu with the Securities and (ii) any
deferrals, renewals or extensions of any such Senior
Indebtedness; provided, however, that Senior Indebtedness
shall not include (1) any obligation of the Company to any
Subsidiary, (2) any liability for Federal, state, local or
other taxes owed or owing by the Company, (3) any accounts
payable or other liability to trade creditors arising in the
ordinary course of business (including Guarantees thereof or
instruments evidencing such liabilities), (4) any
indebtedness, Guarantee or obligation of the Company which
is expressly subordinate or junior in right of payment in
any respect to any other indebtedness, Guarantee or
obligation of the Company, including any Senior Subordinated
Indebtedness and any other subordinated obligations, or
(5) any obligations with respect to any Capital Stock. The
term "indebtedness for money borrowed" as used herein shall
include, without limitation, any obligation of, or any
obligation Guaranteed by, the Company for the repayment of
borrowed money, whether or not evidenced by bonds,
debentures, notes or other written instruments, and any
deferred obligation for the payment of the purchase price of
property or assets. Senior Indebtedness with respect to the
Guarantor shall have a correlative meaning.

"Senior Subordinated Indebtedness" means any
subordinated indebtedness of the Company that is not

Subordinated Indenture

subordinated by its terms in right of payment to any
indebtedness or obligation of the Company which is not
Senior Indebtedness and which is senior in right of payment
to the Securities. Senior Subordinated Indebtedness of the
Guarantor shall have a correlative meaning.

"Special Record Date" for the payment of any
Defaulted Interest means the date fixed by the Trustee
pursuant to Section 3.07.

"Stated Maturity", when used with respect to any
Security, or any installment of principal thereof or
interest thereon, means the date specified in such Security
as the fixed date on which the principal of such Security,
or such installment of principal or interest, is due and
payable.

"Subsidiary of the Company" or "Subsidiary" means
a corporation at least a majority of the outstanding voting
stock of which is owned, directly or indirectly, by the
Company or by one or more Subsidiaries of the Company, or by
the Company and one or more Subsidiaries of the Company. As
used under this heading, the term "voting stock" means stock
having ordinary voting power for the election of directors
irrespective of whether or not stock of any other class or
classes shall have or might have voting power by reason of
the happening of any contingency.

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

"Trust Indenture Act" or "TIA" (except as herein
otherwise expressly provided) means the Trust Indenture Act
of 1939, as in force at the date as of which this instrument
was executed and, to the extent required by law, as
thereafter amended.

"United States" means the United States of America
(including the States and the District of Columbia), its
territories, its possessions and other areas subject to its
jurisdiction.

Subordinated Indenture

"United States Alien", except as otherwise
provided in or pursuant to this Indenture, means any Person
who, for United States Federal income tax purposes, is a
foreign corporation, a nonresident alien individual, a non-
resident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is,
for United States Federal income tax purposes, a foreign
corporation, a non-resident alien individual or a non-
resident alien fiduciary of a foreign estate or trust.

"Vice President", when used with respect to the
Company or the Trustee, means any vice president, whether or
not designated by a number or a word or words added before
or after the title "vice president".

SECTION 1.02. Compliance Certificates and
Opinions. Upon any application or request by the Company to
the Trustee to take any action under any provision of this
Indenture, the Company shall furnish to the Trustee, if the
Trustee so requests, an Officers' Certificate stating that
all conditions precedent, if any, 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, if any, have
been complied with, except that in the case of any such
application or request as to which the furnishing of such
documents is specifically required by any provision of this
Indenture relating to such particular application or
request, no additional certificate or opinion need be
furnished.

Every certificate or opinion with respect to
compliance with a condition or covenant provided for in this
Indenture (except as otherwise expressly provided in this
Indenture) shall include:

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

(ii) 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;

(iii) a statement that, in the opinion of each such
individual, he has made such examination or
investigation as is necessary to enable him to express

Subordinated Indenture

an informed opinion as to whether or not such covenant
or condition has been complied with; and

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

SECTION 1.03. Form of Documents Delivered to
Trustee. In any case where several matters are required to
be certified by, or covered by an opinion of, any specified
Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion
with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several
documents.

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

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

SECTION 1.04. Acts of Holders. (i) Any request,
demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given or taken
by Holders or Holders of any series may be embodied in and
evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an

Subordinated Indenture

agent duly appointed in writing. If Securities of a series
are issuable in whole or in part as Bearer Securities, any
request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be
given or taken by Holders may, alternatively, be embodied in
and evidenced by the record of Holders of Securities voting
in favor thereof, either in person or by proxies duly
appointed in writing, at any meeting of Holders of
Securities duly called and held in accordance with the
provisions of Article Sixteen or a combination of such
instruments and any such record. Except as herein otherwise
expressly provided, such action shall become effective when
such instrument or instruments or record or both are
delivered to the Trustee, and, where it is hereby expressly
required, to the Company. Such instrument or instruments
and any such record (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments
and so voting at any such meeting. Proof of execution of
any such instrument or of a writing appointing any such
agent, or the holding by any Person of a Security, shall be
sufficient for any purpose of this Indenture and (subject to
Section 8.01) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.
The record of any meeting of Holders of Securities shall be
proved in the manner provided in Section 17.06.

(ii) The fact and date of the execution by any
Person of any such instrument or writing may be proved by
the affidavit of a witness of such execution or by the
certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged
to him the execution thereof. Where such execution is by or
on behalf of any legal entity other than an individual, such
certificate or affidavit shall also constitute proof of the
authority of the Person executing the same. The fact and
date of the execution of any such instrument or writing, or
the authority of the Person executing the same, may also be
proved in any other manner which the Trustee deems
sufficient.

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

(iv) The principal amount and serial numbers of
Bearer Securities held by any Person, and the date of
holding the same, may be proved by the production of such

Subordinated Indenture

Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank or other depositary,
wherever situated, if such certificate shall be deemed by
the Trustee to be satisfactory, showing that at the date
therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities
therein described; or such facts may be proved by the
certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by
the Trustee to be satisfactory. The Trustee and the Company
may assume that such ownership of any Bearer Security
continues until (1) another certificate or affidavit bearing
a later date issued in respect of the same Bearer Security
is produced, or (2) such Bearer Security is produced to the
Trustee by some other Person, or (3) such Bearer Security is
surrendered in exchange for a Registered Security, or
(4) such Bearer Security is no longer Outstanding.

(v) The fact and date of execution of any such
instrument or writing, the authority of the Person executing
the same and the principal amount and serial numbers of
Bearer Securities held by the Person so executing such
instrument or writing and the date of holding the same may
also be proved in any other manner which the Trustee deems
sufficient; and the Trustee may in any instance require
further proof with respect to any of the matters referred to
in this Section.

(vi) Any request, demand, authorization,
direction, notice, consent, waiver or other action by the
Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor
or in lieu thereof, in respect of any action taken, suffered
or omitted by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon
such Security.

(vii) For purposes of determining the principal
amount of Outstanding Securities of any series the Holders
of which are required, requested or permitted to give any
request, demand, authorization, direction, notice, consent,
waiver or take any other Act under the Indenture, each
Security denominated in a Foreign Currency or composite
currency shall be deemed to have the principal amount
determined by the Exchange Rate Agent by converting the
principal amount of such Security in the currency in which
such Security is denominated into Dollars at the Exchange

Subordinated Indenture

Rate as of the date such Act is delivered to the Trustee
and, where it is hereby expressly required, to the Company,
by Holders of the required aggregate principal amount of the
Outstanding Securities of such series (or, if there is no
such rate on such date, such rate on the date determined as
specified as contemplated in Section 3.01).

(viii) The Company may, in the circumstances
permitted by the Trust Indenture Act, set a record date for
purposes of determining the identity of Holders of
Securities of any series entitled to give any request,
demand, authorization, direction, notice, consent, waiver or
take any other Act, or to vote or consent to any action by
vote or consent authorized or permitted to be given or taken
by Holders of Securities of such series. If not set by the
Company prior to the first solicitation of a Holder of
Securities of such Series made by any Person in respect of
any such action, or in the case of any such vote, prior to
such vote, such record date shall be the later of 30 days
prior to the first solicitation of such consent or the date
of the most recent list of Holders of such Securities
furnished to the Trustee pursuant to Section 6.01 prior to
such solicitation.

(ix) Without limiting the foregoing, a Holder
entitled hereunder to take any action hereunder with regard
to any particular Security may do so with regard to all or
any part of the principal amount of such Security or by one
or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any part
of such principal amount. Any notice given or action taken
by a Holder or its agents with regard to different parts of
such principal amount pursuant to this paragraph shall have
the same effect as if given or taken by separate Holders of
each such different part.

(x) Without limiting the generality of the
foregoing, unless otherwise specified pursuant to
Section 3.01 or pursuant to one or more indentures
supplemental hereto, a Holder, including a Depositary that
is the Holder of a Global Security, may make, give or take,
by a proxy or proxies duly appointed in writing, any
request, demand, authorization, direction, notice, consent,
waiver or other action provided in this Indenture to be
made, given or taken by Holders, and a Depositary that is
the Holder of a Global Security may provide its proxy or
proxies to the beneficial owners of interests in any such

Subordinated Indenture

Global Security through such Depositary's standing
instructions and customary practices.

(xi) The Company may fix a record date for the
purpose of determining the Persons who are beneficial owners
of interests in any Global Security held by a Depositary
entitled under the procedures of such Depositary to make,
give or take, by a proxy or proxies duly appointed in
writing, any request, demand, authorization, direction,
notice, consent, waiver or other action provided in this
Indenture to be made, given or taken by Holders. If such a
record date is fixed, the Holders on such record date or
their duly appointed proxy or proxies, and only such
Persons, shall be entitled to make, give or take such
request, demand, authorization, direction, notice, consent,
waiver or other action, whether or not such Holders remain
Holders after such record date. No such request, demand,
authorization, direction, notice, consent, waiver or other
action shall be valid or effective if made, given or taken
more than 90 days after such record date.

SECTION 1.05. Notices, etc., to Trustee, Company
and Guarantor. Any request, demand, authorization,
direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

(i) the Trustee by any Holder or by the Company
shall be sufficient for every purpose hereunder if made,
given, furnished or filed in writing to or with the Trustee
at its Principal Corporate Trust Office, or

(ii) the Company or the Guarantor by any Holder or
by the Trustee shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class, postage prepaid, to the
Company or the Guarantor, to the attention of [ ],
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or at
any other address previously furnished in writing to the
Trustee by the Company or the Guarantor.

SECTION 1.06. Notices to Holders; Waiver. Where
this Indenture or any Security provides for notice to
Holders of any event,

(1) such notice shall be sufficiently given
(unless otherwise herein or in such Security expressly
provided) if in writing and mailed, first-class,

Subordinated Indenture

postage prepaid, to each Holder of Registered
Securities affected by such event, at his address as it
appears in the Security Register, not later than the
latest date, and not earlier than the earliest date,
prescribed for the giving of such notice.

(2) such notice shall be sufficiently given to
Holders of Bearer Securities if published in an
Authorized Newspaper in The City of New York and, if
the Securities of such series are then listed on The
International Stock Exchange of the United Kingdom and
the Republic of Ireland Limited and such stock exchange
shall so require, in London and, if the Securities of
such series are then listed on the Luxembourg Stock
Exchange and such stock exchange shall so require, in
Luxembourg and, if the Securities of such series are
then listed on any other stock exchange and such stock
exchange shall so require, in any other required city
outside the United States, or, if not practicable,
elsewhere in Europe on a Business Day at least twice,
the first such publication to be not earlier than the
earliest date, and not later than the latest date,
prescribed for the giving of such notice.

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

In case by reason of the suspension of publication
of any Authorized Newspaper or Authorized Newspapers or by
reason of any other cause it shall be impracticable to
publish any notice to Holders of Bearer Securities as
provided above, then such notification to Holders of Bearer
Securities as shall be given with the approval of the
Trustee shall constitute sufficient notice to such Holders
for every purpose hereunder. Neither the failure to give
notice by publication to Holders of Bearer Securities as
provided above, nor any defect in any notice so published,

Subordinated Indenture

shall affect the sufficiency of any notice mailed to Holders
of Registered Securities as provided above.

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

SECTION 1.07. Language of Notices, Etc. Any
request, demand, authorization, direction, notice, consent,
or waiver required or permitted under this Indenture shall
be in the English language, except that any published notice
may be in an official language of the country of
publication.

SECTION 1.08. 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,
or with another provision (an "incorporated provision")
included in this Indenture by operation of Sections 310 and
318, inclusive, of the TIA, such imposed duties or
incorporated provision shall control.

SECTION 1.09. Effect of Headings and Table of
Contents. The Article and Section headings herein and the
Table of Contents are for convenience only and shall not
affect the construction hereof.

SECTION 1.10. Successors and Assigns. All
covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed
or not.

SECTION 1.11. Separability Clause. In case any
provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

SECTION 1.12. Benefits of Indenture. Nothing in
this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and
their successors hereunder, the Holders and, to the extent
provided in Article Fourteen hereof, the holders of Senior

Subordinated Indenture

Indebtedness, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

SECTION 1.13. Legal Holidays. In any case where
any Interest Payment Date, Stated Maturity, Repayment Date
or Redemption Date of any Security or any date on which any
Defaulted Interest is proposed to be paid shall not be a
Business Day at any Place of Payment, then (notwithstanding
any other provisions of the Securities or this Indenture)
payment of the principal of, premium, if any, or interest on
any Securities need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the
Interest Payment Date, Stated Maturity, Repayment or
Redemption Date or on the date on which Defaulted Interest
is proposed to be paid and, if such payment is made, no
interest shall accrue on such payment for the period from
and after any such Interest Payment Date, Stated Maturity,
Repayment Date or Redemption Date or date on which Defaulted
Interest is proposed to be paid, as the case may be.

SECTION 1.14. Governing Law. This Indenture and
the Securities shall be construed in accordance with and
governed by the laws of the State of New York.

ARTICLE TWO

Security Forms

SECTION 2.01. Form Generally. All Securities and
any related coupons shall have such appropriate insertions,
omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to
comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers
executing such Securities or coupons, as evidenced by their
execution of the Securities or coupons.

The Trustee's certificates of authentication shall
be in substantially the form set forth in this Article.

Unless otherwise provided as contemplated by
Section 3.01 with respect to any series of Securities, the
Securities of each series shall be issuable in registered
form without coupons. If so provided as contemplated by

Subordinated Indenture

Section 3.01, the Securities of a series shall be issuable
solely in bearer form, or in both registered form and bearer
form. Unless otherwise specified as contemplated by
Section 3.01, Securities in bearer form shall have interest
coupons attached.

Definitive Securities, if any, and coupons shall
be printed, lithographed or engraved or produced by any
combination of these methods on a steel engraved border or
steel engraved borders or may be produced in any other
manner, all as determined by the officers executing such
Securities or coupons, as evidenced by their execution of
such Securities or coupons.

SECTION 2.02. Form of Securities. Each Security
and coupon shall be in one of the forms approved from time
to time by or pursuant to a Board Resolution. Upon or prior
to the delivery of a Security or coupons in any such form to
the Trustee for authentication, the Company shall deliver to
the Trustee the following:

(i) the Board Resolution by or pursuant to which
such form of Security or coupons has been approved,
certified by the Secretary or an Assistant Secretary of
the Company;

(ii) the Officers' Certificate required by
Section 3.01 of this Indenture;

(iii) the Company Order required by Section 3.03 of
this Indenture; and

(iv) the Opinion of Counsel required by
Section 3.03 of this Indenture.

If temporary Securities of any series are issued
in global form as permitted by Section 3.04, the form
thereof shall be established as provided in Section 2.02.

Subordinated Indenture

SECTION 2.03. Form of Trustee's Certificate of
Authentication.

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

, as Trustee

Authorized Officer

SECTION 2.04. Global Securities. If Securities
of a series are issuable in whole or in part in global form,
as specified as contemplated by Section 3.01, then,
notwithstanding clause (xii) of Section 3.01 and the
provisions of Section 3.02, such Global Security shall
represent such of the outstanding Securities of such series
as shall be specified therein and may provide that it shall
represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon and that the aggregate
amount of Outstanding Securities represented thereby may
from time to time be reduced to reflect exchanges or
increased to reflect the issuance of additional
uncertificated securities of such series. Any endorsement
of a Global Security to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities
represented thereby shall be made in such manner and upon
instructions given by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to
the Trustee pursuant to Section 3.03 or Section 3.04.

Global Securities may be issued in either
registered or bearer form and in either temporary or
permanent form.

Subordinated Indenture

ARTICLE THREE

The Securities

SECTION 3.01. Title and Terms. The aggregate
principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. The
Securities may be issued up to the aggregate principal
amount of Securities from time to time authorized by or
pursuant to a Board Resolution.

The Securities may be issued in one or more
series. All Securities of each series issued under this
Indenture shall in all respects be equally and ratably
entitled to the benefits hereof with respect to such series
without preference, priority or distinction on account of
the actual time or times of the authentication and delivery
or Maturity of the Securities of such series. There shall
be established in or pursuant to a Board Resolution, and set
forth in, or determined in the manner provided in, an
Officers' Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of
Securities of any series,

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

(ii) any limit upon the aggregate principal amount
or aggregate initial public offering price of the
Securities of the series which may be authenticated and
delivered under this Indenture (except for Securities
authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other
Securities of that series pursuant to this Article
Three or Sections 4.07, 9.06 or 16.03);

(iii) the priority of payment, if any, of the
Securities;

(iv) the price or prices (which may be expressed as
a percentage of the aggregate principal amount thereof)
at which the Securities will be issued;

(v) the date or dates on which the principal and
premium, if any, of the Securities of the series is
payable;

Subordinated Indenture

(vi) the rate or rates at which the Securities of
the series shall bear interest, if any, or the method
or methods by which such rates may be determined, if
any, the date or dates from which such interest shall
accrue, the Interest Payment Dates on which such
interest shall be payable, the Regular Record Date for
the interest payable on any Interest Payment Date and
the basis upon which interest shall be calculated if
other than that of a 360-day year consisting of twelve
30-day months;

(vii) the extent to which any of the Securities will
be issuable in temporary or permanent global form, and
in such case, the Depositary for such Global Security
or Securities, the terms and conditions, if any, upon
which such Global Security may be exchanged in whole or
in part for definitive securities, and the manner in
which any interest payable on a temporary or permanent
Global Security will be paid, whether or not consistent
with Section 3.04 or 3.05;

(viii) the office or offices or agency where, subject
to Section 5.02, the Securities may be presented for
registration of transfer or exchange;

(ix) the place or places where, subject to the
provisions of Section 5.02, the principal of (and
premium, if any) and interest, if any, on Securities of
the series shall be payable;

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

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

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

Subordinated Indenture

and, if other than $5,000, the denominations in which
Bearer Securities of the series shall be issuable;

(xiii) the currency or currencies of denominations of
the Securities of any series, which may be in Dollars,
any Foreign Currency or any composite currency,
including but not limited to the ECU, and, if any such
currency of denomination is a composite currency other
than the ECU, the agency or organization, if any,
responsible for overseeing such composite currency;

(xiv) the currency or currencies in which payment of
the principal of (and premium, if any) and interest on
the Securities will be made, the currency or
currencies, if any, in which payment of the principal
of (and premium, if any) or the interest on Registered
Securities, at the election of each of the Holders
thereof, may also be payable and the periods within
which and the terms and conditions upon which such
election is to be made and the Exchange Rate and the
Exchange Rate Agent;

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

(xvi) whether Securities of the series are to be
issuable as Registered Securities, Bearer Securities or
both, whether Securities of the series are to be
issuable with or without coupons or both and, in the
case of Bearer Securities, the date as of which such
Bearer Securities shall be dated if other than the date
of original issuance of the first Security of such
series of like tenor and term to be issued;

(xvii) whether, and under what conditions, additional
amounts will be payable to Holders of Securities of the
series pursuant to Section 5.04;

(xviii) whether any of the Securities will be issued
as Original Issue Discount Securities;

(xix) information with respect to book-entry
procedures, if any;

Subordinated Indenture

(xx) any addition to or change in the Events of
Default or covenants of the Company pertaining to the
Securities of the series;

(xxi) the subordination of the Securities of such
series to any subordinated indebtedness of the Company,
including without limitation, the Securities of any
other series; and

(xxii) any other terms of the series.

All Securities of any one series and the coupons
appertaining to Bearer Securities of such series, if any,
shall be substantially identical except, in the case of
Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to such Board
Resolution and set forth, or determined in the manner
provided in such Officers' Certificate or in any indenture
supplement hereto.

Securities of any particular series may be issued
at various times, with different dates on which the
principal or any installment of principal is payable, with
different rates of interest, if any, or different methods by
which rates of interest may be determined, with different
dates on which such interest may be payable and with
different Redemption Dates or Repayment Dates and may be
denominated in different currencies or payable in different
currencies.

All Securities shall be subordinate and junior in
right of payment to the obligations of the Company to
holders of Senior Indebtedness as provided in
Article Fourteen.

SECTION 3.02. Denominations. The Securities of
each series shall be issuable in such form and denominations
as shall be specified as contemplated by Section 3.01. In
the absence of any specification with respect to the
Securities of any series, the Registered Securities of each
series shall be issuable only as Securities without coupons
in denominations of $1,000 and any integral multiple thereof
and the Bearer Securities of each series, if any, shall be
issuable with coupons and in denominations of $5,000.

SECTION 3.03. Execution, Authentication, Delivery
and Dating. The Securities shall be executed on behalf of
the Company by its Chairman of the Board, its President, a

Subordinated Indenture

Vice Chairman of the Board, or one of its Vice Presidents,
or its Treasurer and by its Secretary or one of its
Assistant Secretaries. The signatures of any or all of
these officers on the Securities may be manual or facsimile.
Coupons shall bear the facsimile signature of the Company's
Chairman of the Board, its President, a Vice Chairman of the
Board or one of its Vice Presidents, or its Treasurer.

Securities and coupons bearing the manual or
facsimile signatures of individuals who were at any time the
proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and
delivery of such Securities or did not hold such offices at
the date of such Securities.

At any time and from time to time after the
execution and delivery of this Indenture, the Company may
deliver Securities of any series, together with any coupons
appertaining thereto, executed by the Company to the Trustee
for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the
Trustee shall, upon receipt of the Company Order,
authenticate and deliver such Securities as in this
Indenture provided and not otherwise; provided, however,
that, in connection with its original issuance, no Bearer
Security shall be mailed or otherwise delivered to any
location in the United States; and provided further that a
Bearer Security may be delivered in connection with its
original issuance only if the Person entitled to receive
such Bearer Security shall have delivered to the Trustee, or
such other Person as shall be specified in a temporary
Global Security delivered pursuant to Section 3.04, a
certificate in the form required by Section 3.11(i).

If the Company shall establish pursuant to Section 3.01
that the Securities of a series are to be issued in whole or
in part in the form of one or more Global Securities in
registered or permanent bearer form, then the Company shall
execute and the Trustee shall, in accordance with this
Section and a Company Order for the authentication and
delivery of such Global Securities with respect to such
series, authenticate and deliver one or more Global
Securities in permanent or temporary form that (i) shall
represent and shall be denominated in an aggregate amount
equal to the aggregate principal amount of the Outstanding
Securities of such series to be represented by one or more
Global Securities, (ii) shall be registered, if in

Subordinated Indenture

registered form, in the name of the Depositary for such
Global Security or Securities or the nominee of such
Depositary and (iii) shall be delivered by the Trustee to
such Depositary or pursuant to such Depositary's
instructions.

Each Depositary designated pursuant to
Section 3.01 for a Global Security in registered form must,
at the time of its designation and at all times while it
serves as Depositary, be a clearing agency registered under
the Exchange Act, and any other applicable statute or
regulation.

In authenticating such Securities, and accepting
the additional responsibilities under this Indenture in
relation to such Securities, the Trustee shall be entitled
to receive, and (subject to Section 8.01) shall be fully
protected in relying upon, an Opinion of Counsel complying
with Section 1.02 and stating that,

(i) the form of such Securities and coupons, if
any, has been established in conformity with the
provisions of this Indenture;

(ii) the terms of such Securities and coupons, if
any, or the manner of determining such terms have been
established in conformity with the provisions of this
Indenture;

(iii) that such Securities and coupons, when
authenticated and delivered by the Trustee and issued
by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the
Company, enforceable against the Company in accordance
with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and
other laws of general applicability relating to or
affecting the enforcement of creditors' rights and to
general principles of equity; and

(iv) such other matters as the Trustee may
reasonably request.

Notwithstanding the provisions of Section 3.01 and
of this Section 3.03, if all Securities of a series are not
to be originally issued at one time, it shall not be
necessary to deliver the Board Resolution or Officers'

Subordinated Indenture

Certificate otherwise required pursuant to Section 3.01 or
the Company Order and Opinion of Counsel otherwise required
pursuant to this Section 3.03 at or prior to the time of
authentication of each Security of such series if such
documents are delivered at or prior to the authentication
upon original issuance of the first Security of such series
to be issued and such documents reasonably contemplate the
issuance of all Securities of such series; provided that any
subsequent request by the Company to the Trustee to
authenticate Securities of such series upon original
issuance shall constitute a representation and warranty by
the Company that as of the date of such request, the
statements made in the Officers' Certificate or other
certificates delivered pursuant to Sections 1.02 and 3.01
shall be true and correct as if made on such date.

A Company Order, Officers' Certificate or Board
Resolution or supplemental indenture delivered by the
Company to the Trustee in the circumstances set forth in the
preceding paragraph may provide that Securities which are
the subject thereof will be authenticated and delivered by
the Trustee or its agent on original issue from time to time
in the aggregate principal amount, if any, established for
such series pursuant to such procedures acceptable to the
Trustee as may be specified from time to time by Company
Order upon the telephonic, electronic or written order of
Persons designated in such Company Order, Officers'
Certificate, supplemental indenture or Board Resolution and
that such Persons are authorized to determine, consistent
with such Company Order, Officers' Certificate, supplemental
indenture or Board Resolution, such terms and conditions of
said Securities as are specified in such Company Order,
Officers' Certificate, supplemental indenture or Board
Resolution.

Each Registered Security shall be dated the date
of its authentication; and unless otherwise specified as
contemplated by Section 3.01, each Bearer Security and any
temporary Global Security referred to in Section 3.04 shall
be dated as of the date of original issuance of such
Security.

No Security or coupon appertaining thereto shall
be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose, unless there appears on such
Security a certificate of authentication substantially in
the form provided for herein executed by the Trustee by
manual signature, and such certificate upon any Security

Subordinated Indenture

shall be conclusive evidence, and the only evidence, that
such Security has been duly authenticated and delivered
hereunder. Except as permitted by Section 3.06, the Trustee
shall not authenticate and deliver any Bearer Security
unless all appurtenant coupons for interest then matured
have been detached and canceled. Notwithstanding the
foregoing, if any Security or portion thereof shall have
been duly authenticated and delivered hereunder but never
issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancelation as
provided in Section 3.09 together with a written statement
(which need not comply with Section 1.02 and need not be
accompanied by an Opinion of Counsel) stating that such
Security or portion thereof has never been issued and sold
by the Company, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

SECTION 3.04. Temporary Securities. (a) Pending
the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order and the receipt
of the certifications and opinions required under
Sections 3.01 and 3.03, the Trustee shall authenticate and
deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denominations, substantially of
the tenor of the definitive Securities in lieu of which they
are issued in registered form or, if authorized, in bearer
form with one or more coupons or without coupons, and with
such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities
may determine, as evidenced by their execution of such
Securities. In the case of any series which may be issuable
as Bearer Securities, such temporary Securities may be in
global form, representing such of the Outstanding Securities
of such series as shall be specified therein.

(b) Unless otherwise provided pursuant to
Section 3.01:

(i) Except in the case of temporary Securities in
global form, each of which shall be exchanged in
accordance with the provisions of the following
paragraphs, if temporary Securities of any series are
issued, the Company will cause definitive Securities of
such series to be prepared without unreasonable delay.
After the preparation of definitive Securities, the

Subordinated Indenture

temporary Securities of such series shall be
exchangeable for definitive Securities of such series
upon surrender of the temporary Securities of such
series at the office or agency of the Company in a
Place of Payment for that series, without charge to the
Holder. Upon surrender for cancelation of any one or
more temporary Securities of any series (accompanied,
if applicable, by all unmatured coupons and all matured
coupons in default appertaining thereto), the Company
shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of
definitive Securities of such series of authorized
denominations; provided, however, that no definitive
Bearer Security shall be delivered in exchange for a
temporary Registered Security; and provided further
that a definitive Bearer Security shall be delivered in
exchange for a temporary Bearer Security only in
compliance with the conditions set forth in
Section 3.03. Until so exchanged, the temporary
Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as
definitive Securities of such series.

(ii) If temporary Securities of any series are
issued in global form, any such temporary Global
Security shall, unless otherwise provided in such
temporary Global Security, be delivered to the London
office of a depositary or common depositary (the
"Common Depositary"), for the benefit of the operator
of Euroclear and CEDEL S.A., for credit to the
respective accounts of the beneficial owners of such
Securities (or to such other accounts as they may
direct). Upon receipt of written instructions (which
need not comply with Section 1.02) signed on behalf of
the Company by any Person authorized to give such
instructions, the Trustee or any Authenticating Agent
shall endorse such temporary Global Security to reflect
the initial principal amount, or an increase in the
principal amount, of Outstanding Securities represented
thereby. Until such initial endorsement, such
temporary Global Security shall not evidence any
obligation of the Company. Such temporary Global
Security shall at any time represent the aggregate
principal amount of Outstanding Securities theretofore
endorsed thereon as provided above, subject to
reduction to reflect exchanges as described below.

Subordinated Indenture

(iii) Unless otherwise specified in such temporary
Global Security, and subject to the second proviso in
the following paragraph, the interest of a beneficial
owner of Securities of a series in a temporary Global
Security shall be exchanged for definitive Securities
including a definitive Global Bearer Security) of such
series and of like tenor following the Global Exchange
Date (as defined below) when the account holder
instructs Euroclear or CEDEL S.A., as the case may be,
to request such exchange on his behalf and delivers to
Euroclear or CEDEL S.A., as the case may be, a
certificate in the form required by Section 3.11(i),
dated no earlier than 15 days prior to the Global
Exchange Date, copies of which certificate shall be
available from the offices of Euroclear and CEDEL S.A.,
the Trustee, any Authenticating Agent appointed for
such series of Securities and each Paying Agent.
Unless otherwise specified in such temporary Global
Security, any such exchange shall be made free of
charge to the beneficial owners of such temporary
Global Security, except that a Person receiving
definitive Securities must bear the cost of insurance,
postage, transportation and the like in the event that
such Person does not take delivery of such definitive
Securities in person at the offices of Euroclear or
CEDEL S.A. Definitive Securities in bearer form to be
delivered in exchange for any portion of a temporary
Global Security shall be delivered only outside the
United States.

(iv) Without unnecessary delay but in any event
not later than the date specified in, or determined
pursuant to the terms of, any such temporary Global
Security as the "Global Exchange Date" (the "Global
Exchange Date"), the Company shall deliver to the
Trustee, or, if the Trustee appoints an Authenticating
Agent pursuant to Section 8.14, to any such
Authenticating Agent, definitive Securities in
aggregate principal amount equal to the principal
amount of such temporary Global Security, executed by
the Company. Unless otherwise specified as
contemplated by Section 3.01, such definitive
Securities shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as
may be specified by the Company, the Trustee or any
such Authenticating Agent, as may be appropriate. On
or after the Global Exchange Date, such temporary
Global Security shall be surrendered by the Common

Subordinated Indenture

Depositary to the Trustee or any such Authenticating
Agent, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for
definitive Securities without charge and the Trustee or
any such Authenticating Agent shall authenticate and
deliver, in exchange for each portion of such temporary
Global Security, an equal aggregate principal amount of
definitive Securities of the same series, of authorized
denominations and of like tenor as the portion of such
temporary Global Security to be exchanged, which,
except as otherwise specified as contemplated by
Section 3.01, shall be in the form of Bearer Securities
or Registered Securities, or any combination thereof;
provided, however, that unless otherwise specified in
such temporary Global Security, upon such presentation
by the Common Depositary, such temporary Global
Security is accompanied by a certificate dated the
Global Exchange Date or a subsequent date and signed by
Euroclear as to the portion of such temporary Global
Security held for its account then to be exchanged and
a certificate dated the Global Exchange Date or a
subsequent date and signed by CEDEL S.A., as to the
portion of such temporary Global Security held for its
account then to be exchanged, each in the form required
by Section 3.11(ii); and provided further that a
definitive Bearer Security (including a definitive
global Bearer Security) shall be delivered in exchange
for a portion of a temporary Global Security only in
compliance with the conditions set forth in
Section 3.03.

(v) Upon any exchange of a portion of any such
temporary Global Security, such temporary Global
Security shall be endorsed by the Trustee or any such
Authenticating Agent, as the case may be, to reflect
the reduction of the principal amount evidenced
thereby, whereupon its remaining principal amount shall
be reduced for all purposes by the amount so exchanged.
Until so exchanged in full, such temporary Global
Security shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities
of such series authenticated and delivered hereunder,
except that, unless otherwise specified as contemplated
by Section 3.01, interest payable on such temporary
Global Security on an Interest Payment Date for
Securities of such series occurring prior to the
applicable Global Exchange Date shall be payable,
without interest, to Euroclear and CEDEL S.A. on or

Subordinated Indenture

after such Interest Payment Date upon delivery by
Euroclear and CEDEL S.A. to the Trustee or the Paying
Agent, as the case may be, of a certificate or
certificates in the form required by Section 3.11(iii),
for credit on or after such Interest Payment Date to
the respective accounts of the Persons who are the
beneficial owners of such temporary Global Security on
such Interest Payment Date and who have each delivered
to Euroclear or CEDEL S.A., as the case may be, a
certificate in the form required by Section 3.11(iv).
Any interest so received by Euroclear and CEDEL S.A.
and not paid as herein provided prior to the Global
Exchange Date shall be returned to the Trustee or
Paying Agent, as the case may be, which, upon
expiration of two years after such Interest Payment
Date, shall repay such interest on Company Request in
accordance with Section 5.03.

SECTION 3.05. Registration, Registration of
Transfer and Exchange. With respect to Registered
Securities, the Company shall keep or cause to be kept a
register (sometimes referred to as the "Security Register")
in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of
Registered Securities and the registration of transfers of
Registered Securities and the Company shall appoint a
"Security Registrar", and may appoint any "Co-Security
Registrar", as may be appropriate, to keep the Security
Register. Such Security Register shall be in written form
or in any other form capable of being converted into written
form within a reasonable time. At all reasonable times the
information contained in such Security Register shall be
available for inspection by the Trustee at the office of the
Security Registrar. In the event that any Registered
Securities issued hereunder have the City of New York as a
Place of Payment, the Company shall appoint either a
Security Registrar or Co-Security Registrar located in the
City of New York.

Upon surrender for registration of transfer of any
Registered Security of any series at the office or agency of
the Company maintained pursuant to Section 5.02 for such
purpose in a Place of Payment for such series, the Company
shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or
transferees, one or more new Registered Securities of such
series of any authorized denominations and of a like
aggregate principal amount, tenor and Stated Maturity.

Subordinated Indenture

At the option of the Holder, Registered Securities
of any series may be exchanged for other Registered
Securities of such series, of any authorized denominations
and of like aggregate principal amount, tenor and Stated
Maturity, upon surrender of the Securities to be exchanged
at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which
The Holder making the exchange is entitled to receive.

Registered Securities may not be exchanged for
Bearer Securities.

At the option of the Holder, Bearer Securities of
any series may be exchanged for Registered Securities of the
same series of any authorized denominations and of a like
aggregate principal amount and tenor, upon surrender of the
Bearer Securities to be exchanged at any such office or
agency, with all unmatured coupons and all matured coupons
in default thereto appertaining. If the Holder of a Bearer
Security is unable to produce any such unmatured coupon or
coupons or matured coupon or coupons in default, such
exchange may be effected if the Bearer Securities are
accompanied by payment in funds acceptable to the Company in
an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons
may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless.
If thereafter the Holder of such Security shall surrender to
any Paying Agent any such missing coupon in respect of which
such a payment shall have been made, such Holder shall be
entitled to receive the amount of any such payment from the
Company; provided, however, that interest represented by
coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency of a
Paying Agent, maintained pursuant to Section 5.02 for such
purpose, located outside the United States. Notwithstanding
the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in exchange for a
Registered Security of the same series and like tenor after
the close of business at such office or agency on (i) any
Regular Record Date and before the opening of business at
such office or agency on the relevant Interest Payment Date,
or (ii) any Special Record Date and before the opening of
business at such office or agency on the related date for
payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such Interest

Subordinated Indenture

Payment Date or proposed date for payment, as the case may
be.

Notwithstanding any other provision of this
Section, unless and until it is exchanged in whole or in
part for individual Securities represented thereby, a Global
Security representing all or a portion of the Securities of
a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary
or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series
or a nominee of such successor Depositary.

Whenever any Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive.

If at any time the Depositary for the Securities
of a series notifies the Company that it is unwilling or
unable to continue as Depositary for the Securities of such
series or if at any time the Depositary for the Securities
of such series shall no longer be eligible under
Section 3.03, the Company shall appoint a successor
Depositary with respect to the Securities of such series.
If a successor Depositary for the Securities of such series
is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such
ineligibility, the Company's election pursuant to
Section 3.01(vi) shall no longer be effective with respect
to the Securities of such series and the Company will
execute, and the Trustee, upon receipt of a Company Order
for the authentication and delivery of definitive Securities
of such series, will authenticate and deliver Securities of
such series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of
the Global Security or Securities representing such series
in exchange for such Global Security or Securities.

The Company may at any time and in its sole
discretion determine that the Securities of any series
issued in the form of one or more Global Securities shall no
longer be represented by such Global Security or Securities.
In such event, the Company will execute, and the Trustee,
upon receipt of a Company Order for the authentication and
delivery of definitive Securities of such series, will
deliver, Securities of such series of like tenor and terms

Subordinated Indenture

in definitive form in an aggregate principal amount equal to
the principal amount of the Global Security or Securities
representing such series in exchange for such Global
Security or Securities.

If specified by the Company pursuant to
Section 3.01 with respect to a series of Securities, the
Depositary for such series of Securities may surrender a
Global Security for such series of Securities in exchange in
whole or in part for Securities of such series of like tenor
and terms and in definitive form on such terms as are
acceptable to the Company, the Trustee and such Depositary.
Thereupon, the Company shall execute, and the Trustee upon
receipt of a Company Order for the authentication and
delivery of definitive Securities of such series, shall
authenticate and deliver, without service charge:

(a) to the Depositary or to each Person specified
by such Depositary a new Security or Securities of the
same series, of like tenor and terms and of any
authorized denomination as requested by such Person in
aggregate principal amount equal to and in exchange for
such Person's beneficial interest in the Global
Security; and

(b) to such Depositary a new Global Security of
like tenor and terms and in an authorized denomination
equal to the difference, if any, between the principal
amount of the surrendered Global Security and the
aggregate principal amount of Securities delivered to
Holders thereof.

In any exchange provided for in any of the
preceding three paragraphs, the Company will execute and the
Trustee, pursuant to a Company Order, will authenticate and
deliver, Securities (a) in definitive registered form in
authorized denominations, if the Securities of such series
are issuable as Registered Securities, (b) in definitive
bearer form in authorized denominations, with coupons
attached, if the Securities of such series are issuable as
Bearer Securities or (c) as either Registered or Bearer
Securities, if the Securities of such series are issuable in
either form; provided, however, that no definitive Bearer
Security shall be delivered in exchange for a temporary
Global Security other than in accordance with the provisions
of Sections 3.03 and 3.04.

Subordinated Indenture

Upon the exchange of Global Securities for
Securities in definitive form, such Global Securities shall
be canceled by the Trustee. Registered Securities issued in
exchange for a Global Security pursuant to this Section 3.05
shall be registered in such names and in such authorized
denominations, and delivered to such addresses, as the
Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee in writing. The
Trustee shall deliver such Registered Securities to the
Persons in whose names such Securities are so registered or
to the Depositary. The Trustee shall deliver Bearer
Securities issued in exchange for a Global Security pursuant
to this Section 3.05 to the Depositary or to the Persons at
such addresses, and in such authorized denominations, as the
Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee in writing; provided,
however, that no definitive Bearer Security shall be
delivered in exchange for a temporary Global Security other
than in accordance with the provisions of Sections 3.03 and
3.04.

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

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

Unless otherwise provided in the Securities to be
registered for transfer or exchanged, no service charge
shall be made for any registration of transfer or exchange
of Securities, but the Company may (unless otherwise
provided in such Securities) require payment of a sum
sufficient to cover any tax or other governmental charge
that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges
expressly provided in this Indenture to be made at the

Subordinated Indenture

Company's own expense or without expense or without charge
to Holders.

Neither the Company, the Security Registrar nor
any Co-Security Registrar shall be required (i) to issue,
register the transfer of or exchange any Securities of any
series during a period beginning at the opening of business
15 days before the day of selection of Securities of such
series to be redeemed and ending at the close of business on
(A) if Securities of the series are issuable only as
Registered Securities, the day of the mailing of the
relevant notice of redemption of Registered Securities of
such series so selected for redemption or (B) if Securities
of the series are issuable as Bearer Securities, the day of
the first publication of the relevant notice of redemption
or, if Securities of the series are also issuable as
Registered Securities and there is no publication, the
mailing of the relevant notice of redemption, or (ii) to
register the transfer or exchange of any Securities or
portions thereof so selected for redemption.

Notwithstanding anything herein to the contrary,
the exchange of Bearer Securities into Registered Securities
shall be subject to applicable laws and regulations in
effect at the time of exchange; none of the Company, the
Trustee nor the Security Registrar shall exchange any Bearer
Securities into Registered Securities if it has received an
Opinion of Counsel that as a result of such exchanges the
Company would suffer adverse consequences under the United
States federal income tax laws and regulations then in
effect and the Company has delivered to the Trustee a
Company Order directing the Trustee not to make such
exchanges unless and until the Trustee receives a subsequent
Company Order to the contrary. The Company shall deliver
copies of such Company Orders to the Security Registrar.

SECTION 3.06. Mutilated, Destroyed, Lost and
Stolen Securities. If (i) any mutilated Security or
Security with a mutilated coupon is surrendered to the
Trustee or the Security Registrar, or if the Company, the
Trustee and the Security Registrar receive evidence to their
satisfaction of the destruction, loss or theft of any
Security or coupon and (ii) there is delivered to the
Company, the Trustee and the Security Registrar such
security or indemnity as may be required by them to save
each of them harmless, then, in the absence of notice to the
Company, the Trustee or the Security Registrar that such
Security has been acquired by a bona fide purchaser, the

Subordinated Indenture

Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such mutilated,
destroyed, lost or stolen Security or in exchange for the
Security to which a mutilated, destroyed, lost or stolen
coupon appertains (with all appurtenant coupons not
mutilated, destroyed, lost or stolen), a new Security of the
same series and Stated Maturity and of like tenor and
principal amount, bearing a number not contemporaneously
outstanding and, if applicable, with coupons corresponding
to the coupons appertaining thereto; provided, however, that
any new Bearer Security will be delivered only in compliance
with the conditions set forth in Section 3.05.

In case any such mutilated, destroyed, lost or
stolen Security or coupon has become or is about to become
due and payable, the Company in its discretion may, instead
of issuing a new Security, pay such Security; provided,
however, that payment of principal of (and premium, if any)
and any interest on Bearer Securities shall be payable only
at an office or agency located outside the United States,
and, in the case of interest, unless otherwise specified as
contemplated by Section 3.01, only upon presentation and
surrender of the coupons appertaining thereto.

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

Every new Security of any series, with its
coupons, if any, issued pursuant to this Section in exchange
for any mutilated Security or in lieu of any destroyed, lost
or stolen Security, or in exchange for a Security with a
mutilated, destroyed, lost or stolen coupon, shall
constitute an original additional contractual obligation of
the Company, whether or not the mutilated, destroyed, lost
or stolen Security and its coupons, if any, or the
mutilated, destroyed, lost or stolen coupon shall be at any
time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with
any and all other Securities of the same series and their
coupons, if any, duly issued hereunder.

The provisions of this Section are exclusive and
shall preclude (to the extent lawful) all other rights and

Subordinated Indenture

remedies with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or coupons.

SECTION 3.07. Payment of Interest; Interest
Rights Preserved. Unless otherwise provided as contemplated
by Section 3.01, interest on any Registered Security which
is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall unless otherwise provided in
such Security be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record
Date for such interest. Unless otherwise specified as
contemplated by Section 3.01, in case a Bearer Security of
any series is surrendered in exchange for a Registered
Security of such series after the close of business (at an
office or agency referred to in Section 3.05) on any Regular
Record Date and before the opening of business (at such
office or agency) on the next succeeding Interest Payment
Date, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date and interest
will not be payable on such Interest Payment Date in respect
of the Registered Security issued in exchange for such
Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of
this Indenture. At the option of the Company, payment of
interest on any Registered Security may be made by check in
the currency designated for such payment pursuant to the
terms of such Registered Security mailed to the address of
the Person entitled thereto as such address shall appear in
the Security Register or by wire transfer to an account in
such currency designated by such Person in writing not later
than ten days prior to the date of such payment.

Any interest on any Registered Security which is
payable, but is not punctually paid or duly provided for, on
any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of his having
been such Holder, and such Defaulted Interest may be paid by
the Company, at its election in each case, as provided in
clause (i) or clause (ii) below.

(i) The Company may elect to make payments of any
Defaulted Interest to the Persons in whose names any such
Registered Securities (or their respective Predecessor
Securities) are registered at the close of business on a
Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The

Subordinated Indenture

Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Registered
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
be not 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
Holder at his address as it appears in the Security
Register, not less than 10 days prior to such Special Record
Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been
mailed as aforesaid, such Defaulted Interest shall be paid
to the Persons in whose names such Registered Securities (or
their respective Predecessor Securities) are registered on
such Special Record Date and shall no longer be payable
pursuant to the following clause (ii). In case a Bearer
Security of any series is surrendered at the office or
agency in a Place of Payment for such series in exchange for
a Registered Security of such series after the close of
business at such office or agency on any Special Record Date
and before the opening of business at such office or agency
on the related proposed date of payment of Defaulted
Interest, such Bearer Security shall be surrendered without
the coupon relating to such proposed date for payment and
Defaulted Interest will not be payable on such proposed date
for payment in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the
provisions of this Indenture.

(ii) The Company may make payment of any
Defaulted Interest in any other lawful manner not
inconsistent with the requirements of any securities
exchange on which the Securities with respect to which there
exists such default may be listed, and upon such notice as

Subordinated Indenture

may be required by such exchange, if, after notice given by
the Company to the Trustee of the proposed payment pursuant
to this clause, such payment shall be deemed practicable by
the Trustee.

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

Subject to the limitations set forth in
Section 5.02, the Holder of any coupon appertaining to a
Bearer Security shall be entitled to receive the interest
payable on such coupon upon presentation and surrender of
such coupon on or after the Interest Payment Date of such
coupon at an office or agency maintained for such purpose
pursuant to Section 5.02.

SECTION 3.08. Persons Deemed Owners. Title to
any Bearer Security, any coupons appertaining thereto and
any temporary Global Security shall pass by delivery.

Prior to due presentment for registration of
transfer of any Registered Security, the Company, the
Trustee and any agent of the Company or the Trustee may
treat the Person in whose name such Security is registered
as the owner of such Security for the purpose of receiving
payment of principal of, premium, if any, and (subject to
Section 3.07) interest on such Security, and for all
purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent
of the Company or the Trustee shall be affected by notice to
the contrary.

The Company, the Trustee and any agent of the
Company or the Trustee may treat the bearer of any Bearer
Security and the bearer of any coupon as the absolute owner
of such Security or coupon for the purpose of receiving
payment thereof or on account thereof and for all other
purposes whatsoever whether or not such Security or coupon
be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by
notice to the contrary.

None of the Company, the Trustee, any Paying
Agent, any Authenticating Agent or the Security ▇▇▇▇▇▇▇▇▇

▇▇

Subordinated Indenture

will have the responsibility or liability for any aspect of
the records relating to or payments made on account of
beneficial ownership interest of a Global Security or for
maintaining, supervising or reviewing any records relating
to such beneficial ownership interest, and they shall be
fully protected in acting or refraining from acting on any
such information provided by the Depositary.

SECTION 3.09. Cancellation. Unless otherwise
provided with respect to a series of Securities, all
Securities and coupons surrendered for payment, registration
of transfer, exchange, repayment or redemption shall, if
surrendered to any Person other than the Trustee, be
delivered to the Trustee. All Securities so delivered or
surrendered directly to the Trustee for any such purpose
shall be promptly cancelled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or
in exchange for any Securities cancelled as provided in this
Section, except as expressly permitted by this Indenture or
such Securities. All cancelled Securities or coupons held
by the Trustee shall be destroyed by the Trustee and the
Trustee shall deliver a certificate of such destruction to
the Company.

SECTION 3.10. Computation of Interest. Interest
on the Securities of each series shall be computed as shall
be specified as contemplated by Section 3.01.

SECTION 3.11. Form of Certification. Unless
otherwise provided pursuant to Section 3.01:

(i) Whenever any provision of this Indenture or
the forms of Securities contemplate that certification
be given by a Person entitled to receive a Bearer
Security, such certification shall be provided
substantially in the form of Exhibit A hereto, with
only such changes as shall be approved by the Company.

(ii) Whenever any provision of this Indenture or
the forms of Securities contemplate that certification
be given by Euroclear and CEDEL S.A. in connection with
the exchange of a portion of a temporary Global
Security, such certification shall be provided

Subordinated Indenture

substantially in the form of Exhibit B hereto, with
only such changes as shall be approved by the Company.

(iii) Whenever any provision of the Indenture or
the forms of Securities contemplate that certification
be given by Euroclear and CEDEL S.A. in connection with
payment of interest with respect to a temporary Global
Security prior to the related Global Exchange Date,
such certification shall be provided substantially in
the form of Exhibit C hereto, with only such changes as
shall be approved by the Company.

(iv) Whenever any provision of the Indenture or
the forms of Securities contemplate that certification
be given by a beneficial owner of a portion of a
temporary Global Security in connection with payment of
interest with respect to a temporary Global Security
prior to the related Global Exchange Date, such
certification shall be provided substantially in the
form of Exhibit D hereto, with only such changes as
shall be approved by the Company.

SECTION 3.12. Judgments. The Company may
provide, pursuant to Section 3.01, for the Securities of any
series that, to the fullest extent possible under applicable
law and except as may otherwise be specified as contemplated
in Section 3.01, (a) the obligation, if any, of the Company
to pay the principal of (and premium, if any) and interest
of the Securities of any series and any appurtenant coupons
in a Foreign Currency, composite currency or Dollars (the
"Designated Currency") as may be specified pursuant to
Section 3.01 is of the essence and agrees that judgments in
respect of such Securities shall be given in the Designated
Currency; (b) the obligation of the Company to make payments
in the Designated Currency of the principal of (and premium,
if any) and interest on such Securities and any appurtenant
coupons shall, notwithstanding any payment in any other
currency (whether pursuant to a judgment or otherwise), be
discharged only to the extent of the amount in the
Designated Currency that the Holder receiving such payment
may, in accordance with normal banking procedures, purchase
with the sum paid in such other currency (after any premium
and cost of exchange) in the country of issue of the
Designated Currency in the case of Foreign Currency or
Dollars or in the international banking community in the
case of a composite currency on the Business Day immediately
following the day on which such Holder receives such
payment; (c) if the amount in the Designated Currency that

Subordinated Indenture

may be so purchased for any reason falls short of the amount
originally due, the Company shall pay such additional
amounts as may be necessary to compensate for such
shortfall; and (d) any obligation of the Company not
discharged by such payment shall be due as a separate and
independent obligation and, until discharged as provided
herein, shall continue in full force and effect.

ARTICLE FOUR

Redemption of Securities

SECTION 4.01. Applicability of Article.
Securities of any series which are redeemable before their
Stated Maturity shall be redeemable in accordance with their
terms and, except as otherwise specified as contemplated by
Section 3.01 for Securities of any series, in accordance
with this Article.

SECTION 4.02. Election To Redeem; Notice to
Trustee. The election of the Company to redeem any
Securities redeemable at the option of the Company shall be
evidenced by an Officers' Certificate. In case of any
redemption at the election of the Company of the Securities
of any series, the Company shall, at least 60 days prior to
the Redemption Date fixed by the Company (unless a shorter
notice shall be satisfactory to the Trustee), notify the
Trustee and the Security Registrar of such Redemption Date
and of the principal amount of Securities of such series to
be redeemed. In the case of any redemption of Securities
(i) prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or
elsewhere in this Indenture, or (ii) pursuant to an election
of the Company which is subject to a condition specified in
the terms of such Securities, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance
with such restriction.

SECTION 4.03. Selection by Security Registrar of
Securities To Be Redeemed. If less than all the Securities
of any series with the same terms are to be redeemed, the
particular Securities to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the
Security Registrar from the Outstanding Securities of such
series having such terms not previously called for
redemption, by such method as the Security Registrar shall
deem fair and appropriate and which may provide for the

Subordinated Indenture

selection for redemption of portions of the principal amount
of Securities of such series of a denomination equal to or
larger than the minimum authorized denomination for
Securities of such series. Unless otherwise provided by the
terms of the Securities of any series so selected for
partial redemption, the portions of the principal of
Securities of such series so selected for partial redemption
shall be, in the case of Registered Securities, equal to
$1,000 or an integral multiple thereof or, in the case of
Bearer Securities, equal to $5,000 or an integral multiple
thereof, and the principal amount of any such Security which
remains outstanding shall not be less than the minimum
authorized denomination for Securities of such series.

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

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

SECTION 4.04. Notice of Redemption. Notice of
redemption shall be given in the manner provided in
Section 1.06, not less than 30 nor more than 60 days prior
to the Redemption Date, to each Holder of Securities to be
redeemed.

All notices of redemption shall state:

(i) the Redemption Date;

(ii) the Redemption Price;

(iii) if less than all Outstanding Securities of any
series having the same terms are to be redeemed, the
identification (and, in the case of partial redemption,
the respective principal amounts) of the particular
Securities to be redeemed;

(iv) that on the Redemption Date the Redemption
Price will become due and payable upon each such

Subordinated Indenture

Security to be redeemed, and that interest, if any,
thereon shall cease to accrue on and after said date;

(v) the place or places where such Securities,
together in the case of Bearer Securities with all
remaining coupons appertaining thereto, if any,
maturing after the Redemption Date, are to be
surrendered for payment of the Redemption Price;

(vi) that the redemption is for a sinking fund, if
such is the case; and

(vii) the CUSIP number or the Euroclear or the CEDEL
reference number (or any other number used by a
Depositary to identify such Securities), if any, of the
Securities to be redeemed.

A notice of redemption published as contemplated
by Section 1.06(2) need not identify particular Registered
Securities to be redeemed.

Notice of redemption of Securities to be redeemed
at the election of the Company shall be given by the Company
or, on Company Request, by the Trustee in the name and at
the expense of the Company.

SECTION 4.05. Deposit of Redemption Price. At or
prior to the opening of business on any Redemption Date, the
Company shall deposit or cause to be deposited with the
Trustee or with a Paying Agent (or, if the Company is acting
as its own Paying Agent, segregate and hold in trust as
provided in Section 5.03) an amount of money sufficient to
pay the Redemption Price of all the Securities which are to
be redeemed on that date; provided, however, that deposits
with respect to Bearer Securities shall be made with a
Paying Agent or Paying Agents located outside the United
States except as otherwise provided in Section 5.02, unless
otherwise specified as contemplated by Section 3.01.

SECTION 4.06. Securities Payable on Redemption
Date. Notice of redemption having been given as aforesaid,
the Securities so to be redeemed shall, on the Redemption
Date, become due and payable at the Redemption Price therein
specified and from and after such date (unless the Company
shall default in the payment of the Redemption Price) such
Securities shall cease to bear interest and the coupons for
such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be

Subordinated Indenture

void. Upon surrender of any such Securities for redemption
in accordance with said notice, such Securities shall be
paid by the Company at the Redemption Price; provided,
however, that installments of interest on Bearer Securities
whose Stated Maturity is on or prior to the Redemption Date
shall be payable only at an office or agency located outside
the United States and, unless otherwise specified as
contemplated by Section 3.01, only upon presentation and
surrender of coupons for such interest. Installments of
interest on Registered Securities whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor
Securities, registered as such on the close of business on
the relevant Regular Record Dates according to their terms
and the provisions of Section 3.07.

If any Bearer Security surrendered for redemption
shall not be accompanied by all appurtenant coupons maturing
after the Redemption Date, such Security may be paid after
deducting from the Redemption Price an amount equal to the
face amount of all such missing coupons, or the surrender of
such missing coupon or coupons may be waived by the Company
and the Trustee if there be furnished to them such security
or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such
Security shall surrender to the Trustee or any Paying Agent
any such missing coupon in respect of which a deduction
shall have been made from the Redemption Price, such Holder
shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons
shall be payable only at an office or agency located outside
the United States and, unless otherwise specified as
contemplated by Section 3.01, only upon presentation and
surrender of those coupons.

If any Security called for redemption shall not be
paid upon surrender thereof for redemption, the principal
shall, until paid, bear interest from the Redemption Date at
the rate borne by such Security, or as otherwise provided in
such Security.

SECTION 4.07. Securities Redeemed in Part. Any
Security which is to be redeemed only in part shall be
surrendered at the office or agency of the Company in a
Place of Payment therefor (with, if the Company or the
Security Registrar so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the

Subordinated Indenture

Holder of such Security or his attorney duly authorized in
writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such
Security without service charge, a new Security or
Securities of the same series and Stated Maturity,
containing identical terms and conditions, of any authorized
denominations as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered.

SECTION 4.08. Redemption Suspended During Event
of Default. The Trustee shall not redeem any Securities
(unless all Securities then Outstanding are to be redeemed)
or commence the giving of any notice of redemption of
Securities during the continuance of any Event of Default
known to the Trustee, except that where the giving of notice
of redemption of any Securities shall theretofore have been
made, the Trustee shall, subject to the provisions of
Article Fourteen, redeem such Securities, provided funds are
deposited with it for such purpose. Subject to the rights
of the holders of Senior Indebtedness, except as aforesaid,
any moneys theretofore or thereafter received by the Trustee
shall, during the continuance of such Event of Default, be
held in trust for the benefit of the Holders and applied in
the manner set forth in Section 7.06; provided, however,
that in case such Event of Default shall have been waived as
provided herein or otherwise cured, such moneys shall
thereafter be held and applied in accordance with the
provisions of this Article.

ARTICLE FIVE

Covenants

SECTION 5.01. Payment of Principal, Premium and
Interest. The Company covenants and agrees for the benefit
of each series of Securities that it will duly and
punctually pay the principal of, premium, if any, and
interest on the Securities of such series in accordance with
the terms of the Securities of such series, any coupons
appertaining thereto and this Indenture. Unless otherwise
specified as contemplated by Section 3.01 with respect to
any series of Securities, any interest due on Bearer
Securities on or before Maturity shall be payable only
outside the United States upon presentation and surrender of
the several coupons for such interest installments as are
evidenced thereby as they severally mature.

Subordinated Indenture

SECTION 5.02. Maintenance of Office or Agency.
If Securities of a series are issuable only as Registered
Securities, the Company will maintain in each Place of
Payment for any series of Securities an office or agency
where Securities of that series may be presented or
surrendered for payment, where Securities of that series may
be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect
of the Securities of that series and this Indenture may be
served. The Company will give prompt written notice to the
Trustee of the location, and of any change in the location,
of such office or agency. If Securities of a series may be
issuable as Bearer Securities, the Company will maintain
(A) in the Borough of Manhattan, the City of New York an
office or agency where any Registered Securities of that
series may be presented or surrendered for payment, where
any Registered Securities of that series may be surrendered
for registration of transfer, where Securities of that
series may be surrendered for exchange and where notices and
demands to or upon the Company in respect of the Securities
of that series and this Indenture may be served, (B) subject
to any laws or regulations applicable thereto, in a Place of
Payment for that series which is located outside the United
States, an office or agency where Securities of that series
and related coupons may be presented and surrendered for
payment (including payment of any additional amounts payable
on Securities of that series pursuant to Section 5.04);
provided, however, that if the Securities of that series are
listed on The International Stock Exchange of the United
Kingdom and the Republic of Ireland Limited or the
Luxembourg Stock Exchange or any other stock exchange
located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent
for the Securities of that series in London or Luxembourg or
any other required city located outside the United States,
as the case may be, so long as the Securities of that series
are listed on such exchange, and (C) subject to any laws or
regulations applicable thereto, in a Place of Payment for
such series located outside the United States an office or
agency where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities
of that series may be surrendered for exchange and where
notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served.
The Company will give prompt written notice to the Trustee
of the location, and any change in the location, of any such
office or agency. If at any time the Company shall fail to
maintain any such required office or agency in respect of

Subordinated Indenture

any series of Securities or shall fail to furnish the
Trustee with the address thereof, such presentations, and
surrenders of Securities of that series may be made and
notices and demands may be made or served at the Principal
Corporate Trust Office of the Trustee, except that Bearer
Securities of that series and the related coupons may be
presented and surrendered for payment (including payment of
any additional amounts payable on Bearer Securities of that
series pursuant to Section 5.04) at the place specified for
the purpose as contemplated by Section 3.01, and the Company
hereby appoints the Trustee as its agent to receive such
respective presentations, surrenders, notices and demands.

Except as otherwise provided in the form of Bearer
Security of any particular series pursuant to the provisions
of this Indenture, no payment of principal, premium or
interest on Bearer Securities shall be made at any office or
agency of the Company in the United States or by check
mailed to any address in the United States or by transfer to
an account maintained with a bank located in the United
States; provided, however, payment of principal of and any
premium and interest denominated in Dollars (including
additional amounts payable in respect thereof) on any Bearer
Security may be made at an office or agency of, and
designated by, the Company located in the United States if
(but only if) payment of the full amount of such principal,
premium, interest or additional amounts in Dollars at all
offices outside the United States maintained for the purpose
by the Company in accordance with this Indenture is illegal
or effectively precluded by exchange controls or similar
restrictions and the Trustee receives an Opinion of Counsel
that such payment within the United States is legal. Unless
otherwise provided as contemplated by Section 3.01 with
respect to any series of Securities, at the option of the
Holder of any Bearer Security or related coupon, payment may
be made by check in the currency designated for such payment
pursuant to the terms of such Bearer Security presented or
mailed to an address outside the United States or by
transfer to an account in such currency maintained by the
payee with a bank located outside the United States.

The Company may also from time to time designate
one or more other offices or agencies where the Securities
of one or more series may be presented or surrendered for
any or all of such purposes specified above in this Section
and may constitute and appoint one or more Paying Agents for
the payment of such Securities, in one or more other cities,
and may from time to time rescind such designations and

Subordinated Indenture

appointments; provided, however, that no such designation,
appointment or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in
each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to
the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.
Unless and until the Company rescinds one or more such
appointments, the Company hereby appoints , as
its Paying Agent in the City of New York with respect to all
series of Securities having a Place of Payment in the City
of New York.

SECTION 5.03. Money for Security Payments To Be
Held in Trust. If the Company shall at any time act as its
own Paying Agent for any series of Securities, it will, on
or before each due date of the principal of, premium, if
any, or interest on any of the Securities of such series and
any appurtenant coupons, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to
pay the principal, premium or interest so becoming due until
such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and will promptly notify the
Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying
Agents for any series of Securities, it will, at or prior to
the opening of business on each due date of the principal
of, premium, if any, or interest on any Securities of such
series and any appurtenant coupons, deposit with a Paying
Agent a sum sufficient to pay the principal, premium or
interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal,
premium or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

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

(i) hold all sums held by it for the payment of
principal of, premium, if any, or interest on
Securities of such series and any appurtenant coupons
in trust for the benefit of the Persons entitled

Subordinated Indenture

thereto until such sums shall be paid to such Persons
or otherwise disposed of as herein provided;

(ii) give the Trustee notice of any default by the
Company (or any other obligor upon the Securities of
such series) in the making of any payment of principal,
premium or interest on the Securities of such series or
any appurtenant coupons; and

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

The Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture
or for any other purpose, pay, or by Company Order direct
any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be
held by the Trustee upon the same trusts as those upon which
such sums were held by the Company or such Paying Agent,
and, upon such payments by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further
liability with respect to such money.

Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment
of the principal of, premium, if any, or interest on any
Security of any series or any appurtenant coupons and
remaining unclaimed for two years after such principal,
premium or interest has become due and payable shall be paid
to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust, and the Holder
of such Security or any coupon appertaining thereto shall
thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof,
shall thereupon cease; provided, however, that the Trustee
or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be
published once, in an Authorized Newspaper in each Place of
Payment, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the
Company.

Subordinated Indenture

SECTION 5.04. Additional Amounts. If the
Securities of a series provide for the payment of additional
amounts, the Company will pay to the Holder of any Security
of any series or any coupon appertaining thereto additional
amounts as provided therein. Whenever in this Indenture
there is mentioned, in any context, the payment of the
principal of (or premium, if any) or interest on, or in
respect of, any Security of any series or payment of any
related coupon or the net proceeds received on the sale or
exchange of any Security of any series, such mention shall
be deemed to include mention of the payment of additional
amounts provided for in this Section to the extent that, in
such context, additional amounts are, were or would be
payable in respect thereof pursuant to the provisions of
this Section and express mention of the payment of
additional amounts (if applicable) in any provisions hereof
shall not be construed as excluding additional amounts in
those provisions hereof where such express mention is not
made.

If the Securities of a series provide for the
payment of additional amounts, at least 10 days prior to the
first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not
bear interest prior to Maturity, the first day on which a
payment of principal (and premium, if any) is made), and at
least 10 days prior to each date of payment of principal
(and premium, if any) or interest if there has been any
change with respect to the matters set forth in the below-
mentioned Officers' Certificate, the Company will furnish
the Trustee and the Company's Principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers'
Certificate instructing the Trustee and such Paying Agent or
Paying Agents whether such payment of principal of (and
premium, if any) or interest on the Securities of that
series shall be made to Holders of Securities of that series
or any related coupons who are United States Aliens without
withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of
that series. If any such withholding shall be required,
then such Officers' Certificate shall specify by country the
amount, if any, required to be withheld on such payments to
such Holders of Securities or coupons and the Company will
pay to the Trustee or such Paying Agent the additional
amounts required by this Section. The Company covenants to
indemnify the Trustee and any Paying Agent for, and to hold
them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their

Subordinated Indenture

part arising out of or in connection with actions taken or
omitted by any of them in reliance on any Officers'
Certificate furnished pursuant to this Section.

SECTION 5.05. Statement as to Compliance. The
Company will deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company, an Officers'
Certificate (provided, however, that one of the signatories
of which shall be the Company's principal executive officer,
principal financial officer or principal accounting officer)
stating, as to each signer thereof, that:

(i) a review of the activities of the Company
during such year and of performance under this
Indenture and under the terms of the Securities has
been made under his supervision; and

(ii) to the best of his knowledge, based on such
review, (a) the Company has fulfilled all its
obligations and complied with all conditions and
covenants under this Indenture and under the terms of
the Securities throughout such year, or, if there has
been a default in the fulfillment of any such
obligation, condition or covenant specifying each such
default known to him and the nature and status thereof,
and (b) no event has occurred and is occurring which
is, or after notice or lapse of time or both would
become, a Default, or if such an event has occurred and
is continuing, specifying such event known to him and
the nature and status thereof.

For purposes of this Section, compliance or
default shall be determined without regard to any period of
grace or requirement of notice provided for herein.

SECTION 5.06. Maintenance of Corporate Existence,
Rights and Franchises. So long as any of the Securities
shall be Outstanding, the Company will do or cause to be
done all things necessary to preserve and keep in full force
and effect its corporate existence, rights and franchises to
carry on its business; provided, however, that nothing in
this Section 5.06 shall (i) require the Company to preserve
any such right or franchise if the Board of Directors shall
determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and
that the loss thereof is not disadvantageous in any material
respect to the Holders, (ii) prevent any consolidation or
merger of the Company, or any conveyance or transfer of its

Subordinated Indenture

property and assets substantially as an entirety to any
person, permitted by Article Ten, (iii) prevent the
liquidation or dissolution of the Company after any
conveyance or transfer of its property and assets
substantially as an entirety to any person permitted by
Article Ten.

ARTICLE SIX

Holders' Lists and Reports by Trustee and Company

SECTION 6.01. Company To Furnish Trustee Names
and Addresses of Holders. The Company will furnish or cause
to be furnished to the Trustee (i) semiannually, not more
than 10 days after each March 1 and September 1, a list, in
such form as the Trustee may reasonably require, containing
all the information in the possession or control of the
Company, any of its Paying Agents (other than the Trustee)
or the Security Registrar, if other than the Trustee, as to
the names and addresses of the Holders of Securities as of
the preceding February 15 and August 15, as the case may be,
and (ii) at such other times as the Trustee may request in
writing, within 30 days after 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
requested to be furnished; provided, however, that if and so
long as the Trustee is the Security Registrar for Securities
of a series, no such list need be furnished with respect to
such Series of Securities.

SECTION 6.02. Preservation of Information;
Communications to Holders. (i) The Trustee shall preserve,
in as current a form as is reasonably practicable, the names
and addresses of Holders of Securities contained in the most
recent list furnished to the Trustee as provided in
Section 6.01 and the names and addresses of Holders of
Securities received by the Trustee in its capacity as the
Security Registrar, if so acting. The Trustee may destroy
any list furnished to it as provided in Section 6.01 upon
receipt of a new list so furnished.

(ii) If three or more Holders of Securities of
any series (hereinafter referred to as "applicants") apply
in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a
Security of such series for a period of at least six months
preceding the date of such application, and such application

Subordinated Indenture

states that the applicants desire to communicate with other
Holders of Securities of such series or with the Holders of
all Securities with respect to their rights under this
Indenture or under such Securities and is accompanied by a
copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall,
within five Business Days after the receipt of such
application, at its election, either:

(a) afford such applicants access to the
information preserved at the time by the Trustee in
accordance with Section 6.02(i); or

(b) inform such applicants as to the approximate
number of Holders of Securities of such series or all
Securities, as the case may be, whose names and
addresses appear in the information preserved at the
time by the Trustee in accordance with Section 6.02(i),
and as to the approximate cost of mailing to such
Holders the form of proxy or other communication, if
any, specified in such application.

If the Trustee shall elect not to afford such
applicants access to such information, the Trustee shall,
upon the written request of such applicants, mail to each
Holder of a Security of such series or all Holders of
Securities, as the case may be, whose names and addresses
appear in the information preserved at the time by the
Trustee in accordance with Section 6.02(i), a copy of the
form of proxy or other communication which is specified in
such request, with reasonable promptness after a tender to
the Trustee of the material to be mailed and payment, or
provision for the payment, of the reasonable expenses of
mailing, unless, within five days after such tender, the
Trustee shall mail to such applicants and file with the
Commission, together with a copy of the material to be
mailed, a written statement to the effect that, in the
opinion of the Trustee, such mailing would be contrary to
the best interests of the Holders of Securities of such
series or all Securities, as the case may be, or would be in
violation of applicable law. Such written statement shall
specify the basis of such opinion. If the Commission, after
opportunity for a hearing upon the objections specified in
the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the
entry of an order sustaining one or more of such objections,
the Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met

Subordinated Indenture

and shall enter an order so declaring, the Trustee shall
mail copies of such material to all such Holders of
Securities with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise, the
Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

(iii) Every Holder of Securities, by receiving
and holding the same, agrees with the Company and the
Trustee that neither the Company nor the Trustee shall be
held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders of
Securities in accordance with Section 6.02(ii), regardless
of the source from which such information was derived, and
that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under
Section 6.02(ii).

SECTION 6.03. Reports by Trustee. (i) Within 60
days after May l of each year commencing with the year 1996,
the Trustee shall mail to each Holder reports concerning the
Trustee and its action under the Indenture as may be
required pursuant to the Trust Indenture Act if and to the
extent and in the manner provided pursuant thereto.

(ii) Reports pursuant to this Section shall be
transmitted by mail (1) to all Holders of Registered
Securities, as their names and addresses appear in the
Security Register and (2) to such Holders of Bearer
Securities as have, within the two years preceding such
transmission, filed their names and addresses with the
Trustee for that purpose, and (3) except in the cases of
reports under Section 313(b)(2) of the Trust Indenture Act,
to each Holder of a Security of any series whose name and
address appear in the information preserved at the time by
the Trustee in accordance with Section 6.02(i).

(iii) A copy of each such report shall, at the
time of such transmission to Holders, be filed by the
Trustee with each securities exchange upon which any
Securities are listed, and also with the Commission. The
Company will notify the Trustee when any Securities are
listed on any securities exchange.

Subordinated Indenture

SECTION 6.04. Reports by Company. The Company
will:

(i) 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) which 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 said Sections, then it
will file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from
time to time by the Commission, such of the
supplementary and periodic information, documents and
reports which 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;

(ii) file with the Trustee and the Commission, in
accordance with 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 of this Indenture as may be required from
time to time by such rules and regulations; and

(iii) transmit by mail to Holders of Securities, in
the manner and to the extent provided in
Section 6.03(ii), 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 paragraphs (i) and (ii) of
this Section as may be required by rules and
regulations prescribed from time to time by the
Commission.

Subordinated Indenture

ARTICLE SEVEN

Remedies

SECTION 7.01. Events of Default. "Event of
Default", with respect to any series of Securities, wherever
used herein, means any one of the following events (whatever
the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or
governmental body), unless it is either inapplicable to a
particular series or it is specifically deleted or modified
in the supplemental indenture or Board Resolution under
which such series of Securities is issued or in the form of
Security for such series:

(i) default in the payment of the principal of or
premium, if any, on any Security of such series at its
Maturity; or

(ii) default in the payment of any interest upon
any Security of such series as and when the same shall
become due and payable, and continuance of such default
for a period of 30 days; or

(iii) failure on the part of the Company or the
Guarantor duly to observe or perform any of the other
covenants or agreements on its part in the Securities
of such series or in this Indenture and continuance of
such failure for a period of 90 days after the date on
which written notice of such failure, requiring the
Company or the Guarantor to remedy the same and stating
that such notice is a "Notice of Default" hereunder,
shall have been given by registered mail to the Company
and the Guarantor by the Trustee, or to the Company,
the Guarantor and the Trustee by the holders of at
least 25% in aggregate principal amount of the
Securities of such series at the time Outstanding; or

(iv) the entry of a decree or order by a court
having jurisdiction in the premises granting relief in
respect of the Company or the Guarantor in an
involuntary case under the Federal Bankruptcy Code,
adjudging the Company or the Guarantor a bankrupt, or
approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition
of or in respect of the Company or the Guarantor under

Subordinated Indenture

the Federal Bankruptcy Code or any other applicable
Federal or State bankruptcy, insolvency or similar law,
or appointing a receiver, liquidator, custodian,
assignee, trustee, sequestrator (or other similar
official) of the Company or the Guarantor, or of
substantially all of its properties, or ordering the
winding up or liquidation of its affairs under any such
law, and the continuance of any such decree or order
unstayed and in effect for a period of 60 consecutive
days; or

(v) the institution by the Company or the Guarantor
of proceedings to be adjudicated a bankrupt, or the
consent of the Company or the Guarantor to the
institution of bankruptcy proceedings against it, or
the filing by the Company or the Guarantor of a
petition or answer or consent seeking reorganization or
relief under the Federal Bankruptcy Code or any other
applicable Federal or State bankruptcy, insolvency or
similar law, or the consent by the Company or the
Guarantor to the filing of any such petition or to the
appointment of a receiver, liquidator, custodian,
assignee, trustee, sequestrator (or other similar
official) of the Company or the Guarantor, or of
substantially all of its properties under any such law;
or

(vi) any other Event of Default provided with
respect to Securities of that series.

SECTION 7.02. Acceleration of Maturity;
Rescission and Annulment. If an Event of Default with
respect to any series of Securities for which there are
Securities Outstanding occurs and is continuing, then, and
in every such case, the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Securities
of such series may declare the principal of all the
Securities of such series (or, if the Securities of that
series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of
that series) to be immediately due and payable, by a notice
in writing to the Company (and to the Trustee if given by
Holders), and upon any such declaration the same shall
become immediately due and payable.

At any time after such a declaration of
acceleration with respect to Securities of any series has
been made and before a judgment or decree for payment of the

Subordinated Indenture

money due has been obtained by the Trustee as hereinafter in
this Article provided, the Holders of a majority in
principal amount of the Outstanding Securities of such
series, by written notice to the Company and the Trustee,
may rescind and annul such declaration and its consequences,
and any Event of Default giving rise to such declaration
shall not be deemed to have occurred, if:

(i) the Company has paid or deposited with the
Trustee a sum sufficient to pay:

(a) all overdue installments of interest on
all Securities of such series;

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

(c) to the extent that payment of such
interest is lawful, interest upon overdue
installments of interest at the rate or rates
prescribed therefor by the terms of the Securities
of such series; and

(d) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation,
expenses, disbursements and advances of the
Trustee, the Security Registrar, any Paying Agent,
and their agents and counsel and all other amounts
due the Trustee under Section 8.07.

(ii) all other Events of Default with respect to
Securities of that series, other than the nonpayment of
the principal of Securities of that series which have
become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 7.13.

No such recession shall affect any subsequent
default or impair any right consequent thereon.

Subordinated Indenture

SECTION 7.03. Collection of Indebtedness and
Suits for Enforcement by Trustee. The Company covenants
that if:

(i) default is made in the payment of any
installment of interest on any Security of any series
when such interest becomes due and payable and such
default continues for a period of 30 days, or

(ii) default is made in the payment of the
principal of or premium, if any, on any Security of any
series at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for
the benefit of the Holder of any such Security or coupon
appertaining thereto, if any, the whole amount then due and
payable on any such Security or coupon for principal,
premium, if any, and interest, with interest upon the
overdue principal and premium, if any, and (to the extent
that payment of such interest shall be lawful) upon overdue
installments of interest, at the rate or rates prescribed
therefor by the terms of any such Security; and, in addition
thereto, such further amount as shall be sufficient to cover
the reasonable costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any
other amounts due the Trustee under Section 8.07.

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

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

Subordinated Indenture

SECTION 7.04. Trustee May File Proofs of Claim.
In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding
relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of
whether the principal of any Securities shall then be due
and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue
principal, premium, if any, or interest) shall be entitled
and empowered, by intervention in such proceeding or
otherwise:

(i) to file and prove a claim for the whole amount
of principal, premium, if any, and interest owing and
unpaid in respect of the Securities and to file such
other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee,
its agents and counsel and any other amounts due the
Trustee under Section 8.07) and of the Holders allowed
in such judicial proceeding; and

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

and any receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such
payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 8.07.

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

Subordinated Indenture

SECTION 7.05. Trustee May Enforce Claims Without
Possession of Securities. All rights of action and claims
under this Indenture or under the Securities of any series,
or coupons (if any) appertaining thereto, may be prosecuted
and enforced by the Trustee without the possession of any of
the Securities of such series or coupons appertaining
thereto or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express
trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and
counsel and any other amounts due the Trustee under
Section 8.07, be for the ratable benefit of the Holders of
the Securities of such series and coupons appertaining
thereto in respect of which such judgment has been
recovered.

SECTION 7.06. Application of Money Collected.
Any money collected by the Trustee with respect to a series
of Securities pursuant to this Article shall be applied in
the following order, at the date or dates fixed by the
Trustee, and, in case of the distribution of such money on
account of principal, premium, if any, or interest, upon
presentation of the Securities of such series or coupons
appertaining thereto, if any, or both, as the case may be,
and the notation thereon of the payment if only partially
paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the
Trustee under Section 8.07;

SECOND: To holders of Senior Indebtedness or
Senior Subordinated Indebtedness, as the case may be,
to the extent required by Article Fourteen;

THIRD: To the payment of the amounts then due and
unpaid upon the Securities of such series and coupons
for principal, 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 Securities of such series and coupons, if
any, for principal, premium, if any, and interest,
respectively. The Holders of each series of Securities
denominated in ECU, any other composite currency or a
Foreign Currency and any matured coupons relating
thereto shall be entitled to receive a ratable portion

Subordinated Indenture

of the amount determined by the Exchange Rate Agent by
converting the principal amount Outstanding of such
series of Securities and matured but unpaid interest on
such series of Securities in the currency in which such
series of Securities is denominated into Dollars at the
Exchange Rate as of the Business Day immediately
preceding the date of payment; and

FOURTH: The balance, if any, to the Person or
Persons entitled thereto.

SECTION 7.07. Limitation on Suits. No Holder of
any Security of any series or any related coupons shall have
any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

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

(ii) the Holders of not less than a majority in
principal amount of the Outstanding Securities of such
series shall have made written request to the Trustee
to institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder;

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

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

(v) no direction inconsistent with such written
request has been given to the Trustee during such
60-day period by the Holders of a majority in principal
amount of the Outstanding Securities of such series;

it being understood and intended that no one or more Holders
of Securities of such series shall have any right in any
manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice
the rights of any other Holders of Securities of such series
or to obtain or to seek to obtain priority or preference

Subordinated Indenture

over any other such Holders or to enforce any right under
this Indenture, except in the manner herein provided and for
the equal and ratable benefit of all the Holders of
Securities of such series.

SECTION 7.08. Unconditional Right of Holders To
Receive Principal, Premium and Interest. Notwithstanding
any other provision in this Indenture, the Holder of any
Security or coupon shall have the right, which is absolute
and unconditional, to receive payment of the principal of,
premium, if any, and (subject to Section 3.07) interest on
such Security or payment of such coupon on the respective
Stated Maturities expressed in such Security or coupon (or,
in the case of redemption or repayment on the Redemption
Date or Repayment Date) and to institute suit for the
enforcement of such payment, and such rights shall not be
impaired without the consent of such Holder.

SECTION 7.09. Restoration of Rights and Remedies.
If the Trustee or any Holder of a Security or coupon has
instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then
and in every such case the Company, the Trustee and the
Holders shall, subject to any determination in such
proceeding, be restored severally and respectively to their
former positions hereunder, and thereafter all rights and
remedies of the Trustee and the Holders shall continue as
though no such proceeding had been instituted.

SECTION 7.10. Rights and Remedies Cumulative.
Except as otherwise provided with respect to the replacement
or payment of mutilated, lost, destroyed or stolen Secur-
ities or coupons in the last paragraph of Section 3.06, no
right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

SECTION 7.11. Delay or Omission Not Waiver. No
delay or omission of the Trustee or of any Holder of any
Security or coupon to exercise any right or remedy accruing

Subordinated Indenture

upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default
or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the Holders may
be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the
case may be.

SECTION 7.12. Control by Holders. The Holders of
a majority in principal amount of the Outstanding Securities
of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Securities of
such series; provided that

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

(ii) the Trustee shall not determine that the
action so directed would be unjustly prejudicial to the
Holders not taking part in such direction,

(iii) subject to the provisions of Section 8.01, 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 Officers of the Trustee,
determine that the proceeding so directed would involve
the Trustee in personal liability, and

(iv) the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with
such direction.

SECTION 7.13. Waiver of Past Defaults. The
Holders of a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all
the Securities of such series waive any past default
hereunder and its consequences, except a default not
theretofore cured

(i) in the payment of the principal of, premium,
if any, or interest on any Security of such series, or

(ii) in respect of a covenant or provision hereof
which under Article Nine cannot be modified or amended
without the consent of the Holder of each Outstanding
Security of such series affected.

Subordinated Indenture

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

SECTION 7.14. Undertaking for Costs. All parties
to this Indenture agree, and each Holder of any Security by
his 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,
suffered or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the
costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims
or defenses made by such party litigant; but the provisions
of this Section shall not apply to any suit instituted by
the Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in principal amount of the
Outstanding Securities of any series, or to any suit
instituted by any Holder of Securities or coupons for the
enforcement of the payment of the principal of, premium, if
any, or interest on any Security or payment of any coupon on
or after the respective Stated Maturities expressed in such
Security or coupon (or, in the case of redemption or
repayment, on or after the Redemption Date or Repayment
Date).

SECTION 7.15. Waiver of Stay or Extension Laws.
The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or
in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the
Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law,
and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as
though no such law had been enacted.

Subordinated Indenture

ARTICLE EIGHT

The Trustee

SECTION 8.01. Certain Duties and
Responsibilities. (i) Except during the continuance of an
Event of Default with respect to any series of Securities:

(a) the Trustee undertakes to perform such duties
and only such duties as are specifically set forth in
this Indenture with respect to Securities of such
series, and no implied covenants or obligations shall
be read into this Indenture against the Trustee with
respect to such series; and

(b) in the absence of bad faith on its part, the
Trustee may conclusively rely with respect to such
series, as to the truth of the statements and the
correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but
in the case of any such certificate or opinions which
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 as to form to the requirements of the
Indenture.

(ii) In case an Event of Default with respect to
any series of Securities has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested
in it by this Indenture with respect to such series, and use
the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances
in the conduct of his or her own affairs.

(iii) 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 wilful misconduct, except that

(a) this Subsection shall not be construed to
limit the effect of Subsection (i) of this Section;

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

Subordinated Indenture

(c) the Trustee shall not be liable with respect
to any action taken, suffered or omitted to be taken by
it in good faith in accordance with the direction of
the Holders of a majority in principal amount of the
Outstanding Securities of any series 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 Securities of such series.

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

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

SECTION 8.02. Notice of Default. Within 90 days
after the occurrence of any Event of Default hereunder with
respect to Securities of any series, the Trustee shall
transmit by mail to all Holders of Securities of such series
entitled to receive reports pursuant to Section 6.03(ii)
notice of such Event of Default hereunder known to the
Trustee, unless such Event of Default shall have been cured
or waived; provided, however, that, except in the case of a
default in the payment of the principal of, premium, if any,
or interest on any Security of such series, or any related
coupons or in the payment of any sinking fund installment
with respect to Securities of such series the Trustee shall
be protected in withholding such notice if and so long as
the board of directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the
Trustee in good faith determines that the withholding of
such notice is in the interests of the Holders of Securities
of such series; and provided further that in the case of any
default of the character specified in Section 7.07(d) with
respect to Securities of such series, no such notice to
Holders of Securities of such series shall be given until at
least 90 days after the occurrence thereof. For the purpose
of this Section, the term "default", with respect to
Securities of any series, means any event which is, or after

Subordinated Indenture

notice or lapse of time, or both, would become, an Event of
Default with respect to Securities of such series.

SECTION 8.03. Certain Rights of Trustee. Except
as otherwise provided in Section 8.01:

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

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

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

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

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

(vi) the Trustee shall not be bound to make any
investigation into the facts or matters stated in any
resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent,
order, bond, security or other paper or document, but

Subordinated Indenture

the Trustee, in its discretion, may make further
inquiry or investigation into such facts or matters as
it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of
the Company, personally or by agent or attorney and, if
so requested to do so by any of the Holders, at the
sole cost and expense of the Holders;

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

(viii) in the event that the Trustee is also acting
as Paying Agent, Authenticating Agent or Security
Registrar hereunder, the rights and protections
afforded to the Trustee pursuant to this Article Eight
shall also be afforded to such Paying Agent,
Authenticating Agent or Security Registrar.

SECTION 8.04. Not Responsible for Recitals or
Issuance of Securities. The recitals contained herein and
in the Securities, except the Trustee's certificates of
authentication, shall be taken as the statements of the
Company, and neither the Trustee nor any Authenticating
Agent assumes responsibility for their correctness. The
Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The
Trustee shall not be accountable for the use or application
by the Company of Securities or the proceeds thereof.

SECTION 8.05. May Hold Securities. The Trustee,
any Authenticating Agent, any Paying Agent, the Security
Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 8.08 and
8.13, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating
Agent, Paying Agent, Security Registrar or such other agent.

SECTION 8.06. Money Held in Trust. Money held by
the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The
Trustee shall be under no liability for interest on any

Subordinated Indenture

money received by it hereunder except as otherwise agreed in
writing with the Company.

SECTION 8.07. Compensation and Reimbursement.
The Company agrees

(i) to pay to the Trustee from time to time
reasonable compensation for all services rendered by it
hereunder as the Company and the Trustee may agree to
from time to time in writing (which compensation shall
not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);

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

(iii) to indemnify the Trustee for, and to hold it
harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part,
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 or
liability in connection with the exercise or
performance of any of its powers or duties hereunder.

As security for the performance of the obligations
of the Company under this Section the Trustee shall have a
lien prior to the Securities upon all property and funds
held or collected by the Trustee as such, except funds held
in trust for the payment of principal of, premium, if any,
or interest on particular Securities.

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

Subordinated Indenture

The obligations of the Company set forth in this
Section 8.07 and any lien arising hereunder shall survive
the resignation or removal of any Trustee, the discharge of
the Company's obligations pursuant to Article Eleven of this
Indenture and the termination of this Indenture and the
repayment of the Securities whether at the Stated Maturity
or otherwise.

SECTION 8.08. Disqualification; Conflicting
Interests. If the Trustee has or shall acquire a
conflicting interest within the meaning of Section 310 of
the Trust Indenture Act, the Trustee shall either eliminate
such conflicting interest or resign, to the extent and in
the manner provided by, and subject to the provisions of,
the Trust Indenture Act and this Indenture. To the extent
permitted by the Trust Indenture Act, the Trustee shall not
be deemed to have a conflicting interest with respect to the
indentures relating to the Securities of any series by
virtue of being Trustee with respect to the Securities of
any particular series of Securities other than that series.

SECTION 8.09. Corporate Trustee Required;
Eligibility. There shall at all times be a Trustee with
respect to each series of Securities hereunder which shall
be a corporation organized and doing business under the laws
of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to exercise
corporate trust powers, having a combined capital and
surplus of at least $50,000,000, subject to supervision or
examination by Federal or State authority; provided,
however, that if Section 310(a) of the Trust Indenture Act
or the rules and regulations of the Commission under the
Trust Indenture Act at any time permit a corporation
organized and doing business under the laws of any other
jurisdiction to serve as trustee of an indenture qualified
under the Trust Indenture Act, this Section 8.09 shall be
automatically deemed amended to permit a corporation
organized and doing business under the laws of any such
jurisdiction to serve as Trustee hereunder. 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. Neither the Company nor any
person directly or indirectly controlling, controlled by or
under common control with the Company may serve as Trustee.

Subordinated Indenture

If at any time the Trustee with respect to any series of
Securities shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this
Article.

SECTION 8.10. Resignation and Removal;
Appointment of Successor. (i) No resignation or removal of
the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under
Section 8.11.

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

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

(iv) If at any time:

(a) the Trustee shall fail to comply with Section
8.08 with respect to any series of Securities after
written request therefor by the Company or by any
Holder who has been a bona fide Holder of a Security of
such series for at least six months, or

(b) the Trustee shall cease to be eligible under
Section 8.09 with respect to any series of Securities
and shall fail to resign after written request therefor
by the Company or by any Holder of Securities of such
series, or

(c) the Trustee shall become incapable of acting
with respect to any series of Securities or shall be
adjudged a bankrupt or insolvent or a receiver of the
Trustee or of its property shall be appointed or any
public officer shall take charge or control of the

Subordinated Indenture

Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation,

then, in any such case, (1) the Company by a Board
Resolution may remove the Trustee with respect to such
series, or (2) subject to Section 7.14, any Holder who has
been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others
similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee with respect to such
series.

(v) If the Trustee shall resign, be removed or
become incapable of acting with respect to any series of
Securities, or if a vacancy shall occur in the office of
Trustee with respect to any series of Securities for any
cause, the Company, by a Board Resolution, shall promptly
appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that
any such successor Trustee may be appointed with respect to
the Securities of one or more or all of such series and that
at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply
with the applicable requirements of Section 8.11. If,
within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor
Trustee with respect to such series of Securities shall be
appointed by the Act of the Holders of a majority in
principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee
with respect to such series, the successor Trustee so
appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee with respect to
such series and to that extent supersede the successor
Trustee appointed by the Company with respect to such
series. If no successor Trustee with respect to such series
shall have been so appointed by the Company or the Holders
of Securities of such series and accepted appointment in the
manner hereinafter provided, any Holder who has been a bona
fide Holder of a Security of such series for at least six
months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to such
series.

(vi) The Company shall give notice of each
resignation and each removal of the Trustee with respect to

Subordinated Indenture

the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any
series by mailing written notice of such event by first-
class mail, postage prepaid, to the Holders of Registered
Securities of such series as their names and addresses
appear in the Security Register and, if Securities of such
series are issuable as Bearer Securities, by publishing
notice of such event once in an Authorized Newspaper in each
Place of Payment located outside the United States. Each
notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of
its Principal Corporate Trust Office.

SECTION 8.11. Acceptance of Appointment by
Successor. (i) In the case of the appointment hereunder of
a successor Trustee with respect to any series of
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 with respect to all or any
series as to which it is resigning as Trustee, 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 with respect to
all or any such series; but, on request of the Company or
such 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 such retiring Trustee with respect to
all or any such series; and shall duly assign, transfer and
deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder with respect to all
or any such series.

(ii) In case of the appointment hereunder of a
successor Trustee with respect to the Securities of one or
more (but not all) series, the Company, the retiring Trustee
and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall
accept such appointment and which (a) shall contain such
provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee
relates, (b) if the retiring Trustee is not retiring with

Subordinated Indenture

respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring
shall continue to be vested in the retiring Trustee, and (c)
shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-
trustees of the same trust and that each such Trustee shall
be Trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent
provided therein and each such successor Trustee, without
any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any
successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, subject
nevertheless to its lien, if any, provided for in
Section 8.07.

(iii) 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 (i) or (ii) of this Section, as the
case may be.

(iv) No successor Trustee with respect to a series
of Securities shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be
qualified and eligible with respect to such series under
this Article.

SECTION 8.12. Merger, Conversion, Consolidation
or Succession to Business of Trustee. Any corporation into
which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from

Subordinated Indenture

any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be otherwise qualified
and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of
the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation
to such authenticating Trustee may adopt such authentication
and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated
such Securities.

SECTION 8.13. Preferential Collection of Claims
Against Company. If and when the Trustee shall be or become
a creditor of the Company (or any other obligor upon the
Securities), the Trustee shall be subject to the provisions
of Section 311 of the Trust Indenture Act regarding the
collection of such claims against the Company (or any such
other obligor). A Trustee that has resigned or been removed
shall be subject to and comply with said Section 311 to the
extent required thereby.

SECTION 8.14. Appointment of Authenticating
Agents. The Trustee may appoint an Authenticating Agent or
Agents, which may include any Affiliate of the Company, with
respect to one or more series of Securities. Such
Authenticating Agent or Agents at the option of the Trustee
shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original
issuance, exchange, registration of transfer or partial
redemption thereof or pursuant to Section 3.06, and
Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee
hereunder. Whenever reference is made in this Indenture to
the authentication and delivery of Securities by the Trustee
or the Trustee's certificate of authentication or the
delivery of Securities to the Trustee for authentication,
such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating
Agent, a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent and delivery of
Securities to the Authenticating Agent on behalf of the
Trustee. Each Authenticating Agent shall be acceptable to
the Company and shall at all times be a corporation

Subordinated Indenture

organized and doing business under the laws of the United
States of America, any State thereof or the District of
Columbia, authorized under such laws to act as Authen-
ticating Agent, having a combined capital and surplus of not
less than $5,000,000 and subject to supervision or
examination by Federal or State authority. Notwithstanding
the foregoing, an Authenticating Agent located outside the
United States may be appointed by the Trustee if previously
approved in writing by the Company and if such
Authenticating Agent meets the minimum capitalization
requirements of this Section 8.14. If such Authenticating
Agent publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising
or examining authority, then for the purposes of this
Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report
of condition so published. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect
specified in this Section.

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

An Authenticating Agent may resign at any time by
giving written notice thereof to the Trustee and to the
Company. The Trustee may at any time (and upon request by
the Company shall) terminate the agency of an Authenticating
Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such termination, or in
case at any time such Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section,
the Trustee may appoint a successor Authenticating Agent
which shall be acceptable to the Company. Any successor
Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers

Subordinated Indenture

and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent. No
successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section.

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

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

, as Trustee,

by
_____________________________
As Authenticating Agent

by
_____________________________
Authorized Officer

ARTICLE NINE

Supplemental Indentures

SECTION 9.01. Supplemental Indentures Without
Consent of Holders. Without the consent of any Holder of
any Securities or coupons, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time
to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the
following purposes:

(i) to evidence the succession of another
corporation or Person to the Company or the Guarantor,
and the assumption by any such successor of the
covenants of the Company or the Guarantor, as the case
may be, herein and in the Securities contained; or

Subordinated Indenture

(ii) to evidence and provide for the acceptance of
appointment by another corporation as a successor
Trustee hereunder with respect to one or more series of
Securities and to add to or change any of the
provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, pursuant to
Section 8.11; or

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

(iv) to cure any ambiguity, to correct or
supplement any provision herein which may be
inconsistent with any other provision herein, or to
make any other provisions with respect to matters or
questions arising under the Indenture; provided that
such action shall not adversely affect the interests of
the Holders of Securities of any series or any related
coupons in any material respect; or

(v) to add any additional Events of Default with
respect to all or any series of the Securities (and, if
such Event of Default is applicable to less than all
series of Securities, specifying the series to which
such Event of Default is applicable); or

(vi) to add to, change or eliminate any of the
provisions of this Indenture to provide that Bearer
Securities may be registrable as to principal, to
change or eliminate any restrictions on the payment of
principal of (or premium, if any) or any interest on
Bearer Securities, to permit Bearer Securities to be
issued in exchange for Registered Securities, to permit
Bearer Securities to be issued in exchange for Bearer
Securities of other authorized denominations or to
permit or facilitate the issuance of Securities in
uncertificated form; provided any such action shall not
adversely affect the interests of the Holders of
Securities of any series or any related coupons in any
material respect; or

Subordinated Indenture

(vii) to add to, change or eliminate any of the
provisions of this Indenture, provided that any such
addition, change or elimination (a) shall become
effective only when there is no Security Outstanding of
any series created prior to the execution of such
supplemental indenture which is adversely affected by
such addition, change or elimination or (b) shall not
apply to any Securities Outstanding; or

(viii) to establish the form or terms of Securities
of any series as permitted by Sections 2.01 and 3.01;
or

(ix) to add to or change any provisions of this
Indenture to such extent as shall be necessary to
permit or facilitate the issuance of Securities
convertible into other securities; or

(x) to evidence any changes to Section 8.09 as
permitted by the terms thereof; or

(xi) to add to or change or eliminate any provision
of this Indenture as shall be necessary or desirable in
accordance with any amendments to the Trust Indenture
Act, provided such action shall not adversely affect
the interest of Holders of Securities of any series or
any related coupons in any material respect; or

(xii) to make any change in Article Fourteen that
would limit or terminate the benefits available to any
holder of Senior Indebtedness or, if applicable, Senior
Subordinated Indebtedness under Article Fourteen.

An amendment under this Section may not make any
change that adversely affects the rights under
Article Fourteen of any holder of Senior Indebtedness or, if
applicable, Senior Subordinated Indebtedness then
outstanding unless the holders of such Senior Indebtedness
or, if applicable, Senior Subordinated Indebtedness (or any
Representative thereof authorized to give consent), consent
to such change.

SECTION 9.02. Supplemental Indentures With
Consent of Holders. With the consent of the Holders of not
less than a majority in aggregate principal amount of the
Outstanding Securities of all series affected by such
supplemental indenture or indentures (acting as one class),
by Act of said Holders delivered to the Company and the

Subordinated Indenture

Trustee, the Company, when authorized by a Board Resolution,
and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions
to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner
the rights of the Holders of Securities of each such series
and any related coupons under this Indenture; provided,
however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security
affected thereby;

(i) change the Maturity of the principal of, or
the Stated Maturity of any installment of interest (or
premium, if any) on, any Security, or reduce the
principal amount thereof or any premium thereon or the
rate of interest thereon, or change the obligation of
the Company to pay additional amounts pursuant to
Section 5.04 (except as contemplated by
Section 10.01(i) and permitted by Section 9.01), or
reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof
pursuant to Section 7.02, or change the method of
calculating interest thereon or the coin or currency in
which any Security (or premium, if any, thereon) or the
interest thereon is payable, or reduce the minimum rate
of interest thereon, or impair the right to institute
suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of
redemption or repayment, on or after the Redemption
Date or Repayment Date); or

(ii) reduce the percentage in principal amount of
the Outstanding Securities of any series, the consent
of whose Holders is required for any such supplemental
indenture or the consent of whose Holders is required
for any waiver (of compliance with certain provisions
of this Indenture or of certain defaults hereunder and
their consequences) provided for in this Indenture or
reduce the requirements of Section 17.04 for a quorum;
or

(iii) change any obligation of the Company to
maintain an office or agency in the places and for the
purposes specified in Section 5.02; or

(iv) modify any of the provisions of this Section
or Section 7.13, except to increase any such percentage

Subordinated Indenture

or to provide that certain other provisions of this
Indenture cannot be modified or waived; or

(v) make any change in Article Fourteen that
adversely affects the rights of any Holder under
Article Fourteen.

A supplemental indenture which changes or
eliminates any covenant or other provision of this Indenture
which has expressly been included solely for the benefit of
one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such
series with respect to such covenant or other provision,
shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

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

SECTION 9.03. Execution of Supplemental
Indentures. In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by
this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 8.01) shall be fully
protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is
authorized or permitted by and complies with this Indenture.
The Trustee may, but shall not be obligated to, enter into
any such supplemental indenture which affects the Trustee's
own rights, liabilities, duties or immunities under this
Indenture or otherwise.

SECTION 9.04. Effect of Supplemental Indentures.
Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part

Subordinated Indenture

of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.

SECTION 9.05. Conformity with Trust Indenture
Act. Every supplemental indenture executed pursuant to this
Article shall conform to the requirements of the TIA as then
in effect.

SECTION 9.06. Reference in Securities to
Supplemental Indentures. Securities authenticated and
delivered after the execution of any supplemental indenture
pursuant to this Article may, and shall, if required by the
Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture.
If the Company shall so determine, new Securities so
modified as to conform, in the opinion of the Trustee and
the Company, to any such supplemental indenture may be
prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for Outstanding
Securities.

SECTION 9.07. Subordination Unimpaired. No
supplemental indenture executed pursuant to this Article
shall directly or indirectly modify the provisions of
Article Fourteen in any manner which might alter the
subordination of the Securities.

ARTICLE TEN

Consolidation, Merger, Conveyance or Transfer

SECTION 10.01. Company May Consolidate, etc.,
Only on Certain Terms. The Company shall not consolidate
with or merge into any other corporation or convey or
transfer its properties and assets substantially as an
entirety to any single Person, unless

(i) the Person formed by such consolidation or
into which the Company is merged or the Person which
acquires by conveyance or transfer the properties and
assets of the Company substantially as an entirety
shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual
payment of the principal of, premium, if any, and
interest (including all additional amounts, if any,

Subordinated Indenture

payable pursuant to Section 5.04) on all the Securities
and the performance of every covenant of this Indenture
on the part of the Company to be performed or observed;

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

(iii) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel each
stating that such consolidation, merger, conveyance or
transfer and such supplemental indenture comply with
this Article and that all conditions precedent herein
provided for relating to such transaction have been
complied with.

SECTION 10.02. Successor Corporation Substituted.
Upon any consolidation or merger, or any conveyance or
transfer of the properties and assets of the Company
substantially as an entirety in accordance with Section
10.01, the successor Person formed by such consolidation or
into which the Company is merged or to which such conveyance
or transfer is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such
successor Person had been named as the Company herein. In
the event of any such conveyance or transfer, the Company as
the predecessor corporation and the Guarantor shall be
relieved of all obligations and covenants under this Indenture
and may be dissolved, wound up and liquidated at any time
thereafter.

ARTICLE ELEVEN

Satisfaction and Discharge

SECTION 11.01. Satisfaction and Discharge of
Indenture. This Indenture shall cease to be of further
effect (except as to any surviving rights of registration of
transfer or exchange of Securities herein expressly provided
for and rights to receive payments thereon and any right to
receive additional amounts, as provided in Section 5.04),
and the Trustee, on receipt of a Company Request and at the
expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture,
when

Subordinated Indenture

(i) either

(a) all Securities theretofore authenticated
and delivered (other than (1) coupons appertaining
to Bearer Securities surrendered for exchange for
Registered Securities and maturing after such
exchange, whose surrender is not required or has
not been waived as provided in Section 3.05, (2)
coupons appertaining to Bearer Securities called
for redemption and maturing after the relevant
Redemption Date, whose surrender has been waived
as provided in Section 4.07, (3) Securities and
coupons which have been destroyed, lost or stolen
and which have been replaced or paid as provided
in Section 3.06, and (4) Securities for whose
payment money has theretofore been deposited in
trust or segregated and held in trust by the
Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section
5.03) have been delivered to the Trustee for
cancelation; or

(b) all such Securities not theretofore
delivered to the Trustee for cancelation

(1) have become due and payable, or

(2) will become due and payable at their
Maturity within one year, or

(3) are to be called for redemption
within one year under arrangements
satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the
name, and at the expense, of the Company,

and the Company, in the case of (b) (1), (2) or (3)
above, has deposited or caused to be deposited with the
Trustee, as trust funds in trust for the purpose, an
amount (said amount to be immediately due and payable
to the Holders) sufficient to pay and discharge the
entire indebtedness on such Securities and coupons not
theretofore delivered to the Trustee for cancelation,
for principal, premium, if any, and interest to the
date of such deposit (in the case of Securities which
have become due and payable), or to the Maturity or
Redemption Date, as the case may be;

Subordinated Indenture

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

(iii) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel each
stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this
Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee
under Section 8.07 and, if money shall have been deposited
with the Trustee pursuant to subclause (b) of clause (i) of
this Section, the obligations of the Trustee under
Section 11.02 and the last paragraph of Section 5.03 shall
survive. The Trustee may give notice at the Company's
expense to the Holders of Securities Outstanding of the
immediate availability of the amount referred to in
clause (i) of this Section 11.01. Funds held pursuant to
this Section shall not be subject to the provisions of
Article Fourteen.

SECTION 11.02. Application of Trust Money.
Subject to the provisions of the last paragraph of Section
5.03, all money deposited with the Trustee pursuant to
Section 11.01 shall be held in trust and applied by it, in
accordance with the provisions of the Securities, the
coupons, if any, and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company
acting as its own Paying Agent), as the Trustee may
determine, to the Persons entitled thereto, of the
principal, premium, if any, and interest for whose payment
such money has been deposited with the Trustee; but such
money need not be segregated from other funds except to the
extent required by law.

SECTION 11.03. Reinstatement. If the Trustee or
any Paying Agent is unable to apply any money in accordance
with Section 11.02 by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting
such application, the Company's obligations under this
Indenture and the Securities shall be revived and reinstated
as though no deposit had occurred pursuant to Section 11.01
until such time as the Trustee or any Paying Agent is
permitted to apply all such money in accordance with
Section 11.02.

Subordinated Indenture

ARTICLE TWELVE

Immunity of Incorporators, Stockholders,
Officers and Directors

SECTION 12.01. Exemption from Individual
Liability. No recourse under or upon any obligation,
covenant or agreement of this Indenture, or of any Security
or coupon, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or
future, of the Company or of any successor corporation,
either directly or through the Company, 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 of the Company, and that no such personal
liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or
directors, as such, of the Company or of any 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 Securities or coupons or implied
therefrom; and that any and all such personal liability,
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, stockholder, 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 Securities or coupons 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 the Securities.

ARTICLE THIRTEEN

Sinking Funds

SECTION 13.01. Applicability of Article. The
provisions of this Article shall be applicable to any
sinking fund for the retirement of Securities of a series
except as otherwise specified as contemplated by Section
3.01 for Securities of such series.

Subordinated Indenture

The minimum amount of any sinking fund payment
provided for by the terms of Securities of any series is
herein referred to as a "mandatory sinking fund payment",
and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein
referred to as an "optional sinking fund payment". If
provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to
reduction as provided in Section 13.02. Each sinking fund
payment shall be applied to the redemption of Securities of
any series as provided for by the terms of Securities of
such series.

SECTION 13.02. Satisfaction of Sinking Fund
Payments with Securities. The Company (i) may deliver
Outstanding Securities of a series (other than any
previously called for redemption), together in the case of
any Bearer Securities of such series with all unmatured
coupons appertaining thereto and (ii) may apply as a credit
Securities of a series which have been redeemed either at
the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part
of any sinking fund payment with respect to the Securities
of such series required to be made pursuant to the terms of
such Securities as provided for by the terms of such series;
provided that such Securities have not been previously so
credited. Such Securities shall be received and credited
for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.

SECTION 13.03. Redemption of Securities for
Sinking Fund. Not less than 60 days prior to each sinking
fund payment date for any series of Securities, the Company
will deliver to the Trustee and the Security Registrar an
Officers' Certificate specifying (i) the amount of the next
ensuing sinking fund payment for that series pursuant to the
terms of that series, (ii) the portion thereof, if any,
which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to
Section 13.02, and (iii) that none of such Securities has
theretofore been so credited and stating the basis for such
credit, and will also deliver to the Trustee any Securities
to be so delivered. Not less than 30 days before each

Subordinated Indenture

sinking fund payment date the Security Registrar shall
select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 4.03 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 4.04. Such notice having been duly
given, the redemption of such Securities shall be made upon
the terms and in the manner stated in Sections 4.06 and
4.07.

ARTICLE FOURTEEN

Subordination

SECTION 14.01. Agreement To Subordinate. Each of
the Company and the Guarantor agrees, and each Holder by
accepting a Security and the related Guarantee agrees, that
the indebtedness evidenced by the Securities and the
Guarantee is subordinated in right of payment, to the extent
and in the manner provided in this Article Fourteen, to the
prior payment of all Senior Indebtedness and, if applicable,
Senior Subordinated Indebtedness, and that such
subordination is for the benefit of and enforceable by the
holders of Senior Indebtedness and, if applicable, Senior
Subordinated Indebtedness. Only indebtedness of the Company
which is Senior Indebtedness and, if applicable, Senior
Subordinated Indebtedness, and Guarantees of Senior
Indebtedness and, if applicable, Senior Subordinated
Indebtedness by the Guarantor shall rank senior to the
Securities and the Guarantee in accordance with the provi-
sions set forth herein. All provisions of this Arti-
cle Fourteen shall be subject to Section 14.12. All
Guarantees by the Guarantor of Senior Indebtedness of the
Company shall be deemed Senior Indebtedness of the
Guarantor.

SECTION 14.02. Liquidation, Dissolution, Bank-
ruptcy. Upon any payment or distribution of the assets of
the Company or the Guarantor to creditors upon a total or
partial liquidation or a total or partial dissolution of the
Company or the Guarantor or in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to
the Company or the Guarantor or their respective properties:

(1) holders of Senior Indebtedness and, if
applicable, Senior Subordinated Indebtedness shall be
entitled to receive payment in full of the Senior

Subordinated Indenture

Indebtedness and, if applicable, Senior Subordinated
Indebtedness before the Holders of Securities shall be
entitled to receive any payment of principal of or
interest on other amounts with respect to the
Securities; and

(2) until the Senior Indebtedness and, if
applicable, the Senior Subordinated Indebtedness is
paid in full, any distribution to which the Holders of
Securities would be entitled but for this Article
Fourteen shall be made to holders of Senior
Indebtedness and, if applicable, Senior Subordinated
Indebtedness as their interests may appear, except that
Holders of Securities may receive shares of stock and
any debt securities that are subordinated to Senior
Indebtedness and, if applicable, Senior Subordinated
Indebtedness to at least the same extent as the
Securities and do not provide for the payment of
principal prior to the Stated Maturity of all Senior
Indebtedness and, if applicable, Senior Subordinated
Indebtedness.

SECTION 14.03. Default on Senior Indebtedness or
Senior Subordinated Indebtedness. Neither the Company nor
the Guarantor may pay the principal of or interest on or
other amounts with respect to the Securities, make any
deposit pursuant to Section 11.01 or repurchase, redeem or
otherwise retire any Securities (collectively, "pay the
Securities") if (i) any Senior Indebtedness and, if
applicable, Senior Subordinated Indebtedness is not paid
when due or (ii) any other default on Senior Indebtedness
and, if applicable, Senior Subordinated Indebtedness occurs
and the maturity of such Senior Indebtedness and, if
applicable, Senior Subordinated Indebtedness is accelerated
in accordance with its terms unless, in either case, (x) the
default has been cured or waived and any such acceleration
has been rescinded or (y) such Senior Indebtedness and, if
applicable, Senior Subordinated Indebtedness has been paid
in full; provided, however, that the Company and the
Guarantor may pay the Securities without regard to the
foregoing if the Company, the Guarantor and the Trustee
receive written notice approving such payment from the
Representatives of the Senior Indebtedness and, if
applicable, the Senior Subordinated Indebtedness with
respect to which either of the events set forth in
clause (i) or (ii) of the immediately preceding sentence has
occurred or is continuing. During the continuance of any
default (other than a default described in clause (i) or

Subordinated Indenture

(ii) of the preceding sentence) with respect to any Senior
Indebtedness and, if applicable, Senior Subordinated
Indebtedness, pursuant to which the maturity thereof may be
accelerated immediately without further notice (except such
notice as may be required to effect such acceleration) or
the expiration of any applicable grace periods, neither the
Company nor the Guarantor may pay the Securities for a
period (a "Payment Blockage Period") commencing upon the
receipt by the Trustee (with a copy to the Company and the
Guarantor) of written notice (a "Blockage Notice") of such
default from the Representative of such Senior Indebtedness
and, if applicable, Senior Subordinated Indebtedness
specifying an election to effect a Payment Blockage Period
and ending 179 days thereafter (or earlier if such Payment
Blockage Period is terminated (i) by written notice to the
Trustee, the Company and the Guarantor from the Person or
Persons who gave such Blockage Notice, (ii) by repayment in
full of such Senior Indebtedness and, if applicable, Senior
Subordinated Indebtedness, or (iii) because the default
giving rise to such blockage Notice is no longer
continuing). Notwithstanding the provisions described in
the immediately preceding sentence (but subject to the
provisions contained in the first sentence of this Section),
unless the holders of such Senior Indebtedness and, if
applicable, Senior Subordinated Indebtedness or the
Representative of such holders shall have accelerated the
maturity of such Senior Indebtedness and, if applicable,
Senior Subordinated Indebtedness, the Company and the
Guarantor may resume payments on the Securities after such
Payment Blockage Period. Not more than one Blockage Notice
may be given in any consecutive 360-day period, irrespective
of the number of defaults with respect to Senior
Indebtedness and, if applicable, Senior Subordinated
Indebtedness during such period.

SECTION 14.04. Acceleration of Payment of
Securities. If payment of the Securities is accelerated
because of an Event of Default, the Company, the Guarantor
or the Trustee shall promptly notify the holders of the
Senior Indebtedness and, if applicable, Senior Subordinated
Indebtedness (or their Representatives) of the acceleration.
If any Senior Indebtedness and, if applicable, Senior
Subordinated Indebtedness is outstanding, neither the
Company nor the Guarantor may pay the Securities until five
Business days after the Representatives of the Senior
Indebtedness and, if applicable, the Senior Subordinated
Indebtedness receive notice of such acceleration and,

Subordinated Indenture

thereafter, may pay the Securities only if this
Article Fourteen otherwise permits payments at that time.

SECTION 14.05. When Distribution Must Be Paid
Over. If a distribution is made to the Holders of
Securities that because of this Article Fourteen should not
have been made to them, the Holders of Securities who
receive the distribution shall hold it in trust for holders
of Senior Indebtedness and, if applicable, Senior
Subordinated Indebtedness and pay it over to them as their
interests may appear.

SECTION 14.06. Subrogation. After all Senior
Indebtedness and, if applicable, Senior Subordinated
Indebtedness is paid in full and until the Securities are
paid in full, Holders of Securities shall be subrogated to
the rights of holders of Senior Indebtedness and, if
applicable, Senior Subordinated Indebtedness to receive
distributions applicable to Senior Indebtedness and, if
applicable, Senior Subordinated Indebtedness. A
distribution made under this Article Fourteen to holders of
Senior Indebtedness and, if applicable, Senior Subordinated
Indebtedness which otherwise would have been made to Holders
of Securities is not, as between the Company and Holders of
Securities, a payment by the Company on Senior Indebtedness
or, if applicable, Senior Subordinated Indebtedness or, as
between the Guarantor and Holders of Securities, a payment
by the Guarantor on Senior Indebtedness or, if applicable,
Senior Subordinated Indebtedness.

SECTION 14.07. Relative Rights. This Article
Fourteen defines the relative rights of Holders of
Securities and holders of Senior Indebtedness and, if
applicable, Senior Subordinated Indebtedness. Nothing in
this Indenture shall:

(1) impair, as between the Company or the
Guarantor, as the case may be, and Holders of
Securities, the obligation of the Company or the
Guarantor, as the case may be, which is absolute and
unconditional, to pay principal of and interest on the
Securities in accordance with their terms; or

(2) prevent the Trustee or any Holder of
Securities from exercising its available remedies upon
an Event of Default, subject to the rights of holders
of Senior Indebtedness and, if applicable, Senior

Subordinated Indenture

Subordinated Indebtedness to receive distributions
otherwise payable to Holders of Securities.

SECTION 14.08. Subordination May Not Be Impaired
by Company or Guarantor. No right of any holder of Senior
Indebtedness and, if applicable, Senior Subordinated
Indebtedness to enforce the subordination of the indebted-
ness evidenced by the Securities shall be impaired by any
act or failure to act by the Company or the Guarantor or by
the failure of either of them to comply with this Indenture.

SECTION 14.09. Rights of Trustee and Paying
Agent. Notwithstanding Section 14.03, the Trustee or Paying
Agent may continue to make payments on the Securities and
shall not be charged with knowledge of the existence of
facts that would prohibit the making of any such payments
unless, not less than two Business Days prior to the date of
such payment, a trust officer of the Trustee receives notice
satisfactory to it that payments may not be made under this
Article Fourteen. The Company, the Registrar or co-
registrar, the Paying Agent, a Representative or a holder of
Senior Indebtedness and, if applicable, Senior Subordinated
Indebtedness may give the notice; provided, however, that,
if an issuer of Senior Indebtedness and, if applicable,
Senior Subordinated Indebtedness has a Representative, only
the Representative may give the notice.

The Trustee in its individual or any other capa-
city may hold Senior Indebtedness or, if applicable, Senior
Subordinated Indebtedness with the same rights it would have
if it were not Trustee. The Registrar and co-registrar and
the Paying Agent may do the same with like rights. The
Trustee shall be entitled to all the rights set forth in
this Article Fourteen with respect to any Senior
Indebtedness and, if applicable, Senior Subordinated
Indebtedness, which may at any time be held by it, to the
same extent as any other holder of Senior Indebtedness and,
if applicable, Senior Subordinated Indebtedness; and nothing
in Article Eight shall deprive the Trustee of any of its
rights as such holder. Nothing in this Article Fourteen
shall apply to claims of, or payments to, the Trustee under
or pursuant to Article Eight.

SECTION 14.10. Distribution or Notice to Repre-
sentative. Whenever a distribution is to be made or a
notice given to holders of Senior Indebtedness and, if
applicable, Senior Subordinated Indebtedness the

Subordinated Indenture

distribution may be made and the notice given to their
Representatives (if any).

SECTION 14.11. Article Fourteen Not To Prevent
Events of Default or Limit Right To Accelerate. The failure
to make a payment pursuant to the Securities by reason of
any provision in this Article Fourteen shall not be
construed as preventing the occurrence of an Event of
Default. Nothing in this Article Fourteen shall have any
effect on the right of the Holders of Securities or the
Trustee to accelerate the maturity of the Securities.

SECTION 14.12. Trust Moneys Not Subordinated.
Notwithstanding anything contained herein to the contrary,
payments from money or the proceeds of U.S. government
obligations held in trust under Section 11.01 by the Trustee
for the payment of principal of and interest on the
Securities shall not be subordinated to the prior payment of
any Senior Indebtedness or, if applicable, Senior
Subordinated Indebtedness, or subject to the restrictions
set forth in this Article Fourteen, and none of the Holders
of Securities shall be obligated to pay over any such amount
to the Company, the Guarantor, any holder of Senior
Indebtedness or, if applicable, Senior Subordinated
Indebtedness of the Company or any other creditor of the
Company.

SECTION 14.13. Trustee Entitled To Rely. Upon
any payment or distribution pursuant to this Article
Fourteen, the Trustee and the Holders of Securities shall be
entitled to rely (i) upon any order or decree of a court of
competent jurisdiction in which any proceedings of the
nature referred to in Section 14.02 are pending, (ii) upon a
certificate of the liquidating trustee or agent or other
Person making such payment or distribution to the Trustee or
to the Holders of Securities or (iii) upon the
Representatives for the holders of Senior Indebtedness and,
if applicable, Senior Subordinated Indebtedness for the
purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of the Senior
Indebtedness, the holders of Senior Subordinated
Indebtedness, if applicable, and other indebtedness of the
Company or the Guarantor, as the case may be, the amount
thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or
to this Article Fourteen. In the event that the Trustee
determines, in good faith, that evidence is required with
respect to the right of any Person as a holder of Senior

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Indebtedness or, if applicable, Senior Subordinated
Indebtedness to participate in any payment or distribution
pursuant to this Article Fourteen, the Trustee may request
such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior
Indebtedness or, if applicable, Senior Subordinated
Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or
distribution and other facts pertinent to the rights of such
Person under this Article Fourteen, 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 14.14. Trustee To Effectuate Subordina-
tion. Each Holder of Securities by accepting a Security
authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to acknow-
ledge or effectuate the subordination between the Security-
holders and the holders of Senior Indebtedness and, if
applicable, Senior Subordinated Indebtedness as provided in
this Article Fourteen and appoints the Trustee as attorney-
in-fact for any and all such purposes.

SECTION 14.15. Trustee Not Fiduciary for Holders
of Senior Indebtedness or Senior Subordinated Indebtedness.
The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness or, if applicable, Senior
Subordinated Indebtedness, and shall not be liable to any
such holders if it shall mistakenly pay over or distribute
to Holders of Securities or the Company, the Guarantor or
any other Person, money or assets to which any holders of
Senior Indebtedness or, if applicable, Senior Subordinated
Indebtedness shall be entitled by virtue of this Article
Fourteen or otherwise.

SECTION 14.16. Reliance by Holders of Senior
Indebtedness or Senior Subordinated Indebtedness on
Subordination Provisions. Each Holder of Securities by
accepting a Security acknowledges and agrees that the
foregoing subordination provisions are, and are intended to
be, an inducement and a consideration to each holder of any
Senior Indebtedness and, if applicable, Senior Subordinated
Indebtedness whether such Senior Indebtedness and, if
applicable, Senior Subordinated Indebtedness was created or
acquired before or after the issuance of the Securities, to
acquire and continue to hold, or to continue to hold, such
Senior Indebtedness and, if applicable, Senior Subordinated

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Indebtedness and such holder of Senior Indebtedness and, if
applicable, Senior Subordinated Indebtedness shall be deemed
conclusively to have relied on such subordination provisions
in acquiring and continuing to hold, or in continuing to
hold, such Senior Indebtedness and, if applicable, the
Senior Subordinated Indebtedness.

ARTICLE FIFTEEN

Guarantee

SECTION 15.01. Guarantee. The Guarantor hereby
unconditionally and irrevocably guarantees on a senior
subordinated or junior subordinated basis, as the case may
be, to each Holder and to the Trustee and its successors and
assigns (a) the full and punctual payment of principal of
and interest on the Securities when due, whether at
maturity, by acceleration, by redemption or otherwise, and
all other monetary obligations of the Company under this
Indenture (including obligations to the Trustee) and the
Securities and (b) the full and punctual performance within
applicable grace periods of all other obligations of the
Company under this Indenture and the Securities (all the
foregoing being hereinafter collectively called the
"Obligations"). The Guarantor further agrees that the
Obligations may be extended or renewed, in whole or in part,
without notice or further assent from the Guarantor, and
that the Guarantor shall remain bound under this Article
Fifteen notwithstanding any extension or renewal of any
Obligation.

The Guarantor waives presentation to, demand of,
payment from and protest to the Company of any of the
Obligations and also waives notice of protest for
nonpayment. The Guarantor waives notice of any default
under the Securities or the Obligations. The obligations of
the Guarantor hereunder shall not be affected by (a) the
failure of any Holder or the Trustee to assert any claim or
demand or to enforce any right or remedy against the Company
or any other Person under this Indenture, the Securities or
any other agreement or otherwise; (b) any extension or
renewal of any thereof; (c) any rescission, waiver,
amendment or modification of any of the terms or provisions
of this Indenture, the Securities or any other agreement;
(d) the release of any security held by any Holder or the
Trustee for the Obligations or any of them; (e) the failure
of any Holder or Trustee to exercise any right or remedy

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Subordinated Indenture

against any other guarantor of the Obligations; or (f) any
change in ownership of the Guarantor.

The Guarantor further agrees that its Guarantee
herein constitutes a guarantee of payment, performance and
compliance when due (and not a guarantee of collection) and
waives any right to require that any resort be had by any
Holder or the Trustee to any security held for payment of
the Obligations.

Such Guarantee is, to the extent and in the manner
set forth in Article Fourteen, subordinated and subject in
right of payment to the prior payment in full of the
principal of and premium, if any, and interest on all Senior
Indebtedness or Senior Subordinated Indebtedness, as the
case may be, of the Guarantor and such Guarantee is made
subject to provisions of this Indenture.

The obligations of the Guarantor hereunder shall
not be subject to any reduction, limitation, impairment or
termination for any reason, including any claim of waiver,
release, surrender, alteration or compromise, and shall not
be subject to any defense of set off, counterclaim,
recoupment or termination whatsoever or by reason of the
invalidity, illegality or unenforceability of the
Obligations or otherwise. Without limiting the generality
of the foregoing, the obligations of the Guarantor herein
shall not be discharged or impaired or otherwise affected by
the failure of any Holder or the Trustee to assert any claim
or demand or to enforce any remedy under this Indenture, the
Securities or any other agreement, by any waiver or
modification of any thereof, by any default, failure or
delay, willful or otherwise, in the performance of the
obligations, or by any other act or thing or omission or
delay to do any other act or thing which may or might in any
manner or to any extent vary the risk of the Guarantor or
would otherwise operate as a discharge of the Guarantor as a
matter of law or equity.

The Guarantor further agrees that its Guarantee
herein shall continue to be effective or be reinstated, as
the case may be, if at any time payment, or any part
thereof, of principal of or interest on any Obligation is
rescinded or must otherwise be restored by any Holder or the
Trustee upon the bankruptcy or reorganization of the Company
or otherwise.

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In furtherance of the foregoing and not in
limitation of any other right which any Holder or the
Trustee has at law or in equity against the Guarantor by
virtue hereof, upon the failure of the Company to pay the
principal of or interest on any Obligation when and as the
same shall become due, whether at maturity, by acceleration,
by redemption or otherwise, or to perform or comply with any
other Obligation, the Guarantor hereby promises to and
shall, upon receipt of written demand by the Trustee,
forthwith pay, or cause to be paid, in cash, to the Holders
or the Trustee an amount equal to the sum of (i) the unpaid
principal amount of such Obligations, (ii) accrued and
unpaid interest on such Obligations (but only to the extent
not prohibited by law) and (iii) all other monetary
Obligations of the Company to the Holders and the Trustee.

The Guarantor agrees that it shall not be entitled
to any right of subrogation in relation to the Holders in
respect of any Obligations guaranteed hereby until payment
in full of all Obligations. The Guarantor further agrees
that, as between it, on the one hand, and the Holders and
the Trustee, on the other hand, (x) the maturity of the
Obligations guaranteed hereby may be accelerated as provided
in Article Seven for the purposes of the Guarantor's
Guarantee herein, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of
the Obligations guaranteed hereby, and (y) in the event of
any declaration of acceleration of such obligations as
provided in Article Seven, such Obligations (whether or not
due and payable) shall forthwith become due and payable by
the Guarantor for the purposes of this Section.

The Guarantor also agrees to pay any and all costs
and expenses (including reasonable attorneys' fees) incurred
by the Trustee or any Holder in enforcing any rights under
this Section.

SECTION 15.02. Limitation on Liability. Any term
or provision of this Indenture to the contrary
notwithstanding, the maximum, aggregate amount of the
obligations guaranteed hereunder by the Guarantor shall not
exceed the maximum amount that can be hereby guaranteed
without rendering this Indenture, as it relates to the
Guarantor, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer.

SECTION 15.03. Successors and Assigns. This
Article Fifteen shall be binding upon the Guarantor and its

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Subordinated Indenture

successors and assigns and shall enure to the benefit of the
successors and assigns of the Trustee and the Holders and,
in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges conferred
upon that party in this Indenture and in the Securities
shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and
conditions of this Indenture.

SECTION 15.04. No Waiver. Neither a failure nor
a delay on the part of either the Trustee or the Holders in
exercising any right, power or privilege under this Article
Fifteen shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or
further exercise of any right, power or privilege. The
rights, remedies and benefits of the Trustee and the Holders
herein expressly specified are cumulative and not exclusive
of any other rights, remedies or benefits which either may
have under this Article Fifteen at law, in equity, by
statute or otherwise.

SECTION 15.05. Modification. No modification,
amendment or waiver of any provision of this Article
Fifteen, nor the consent to any departure by the Guarantor
therefrom, shall in any event by effective unless the same
shall be in writing and signed by the Trustee, and then such
waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice to
or demand on the Guarantor in any case shall entitle the
Guarantor to any other or further notice or demand in the
same, similar or other circumstances.

ARTICLE SIXTEEN

Repayment at the Option of Holders

SECTION 16.01. Applicability of Article.
Securities of any series which are repayable at the option
of the Holders thereof before their Stated Maturity shall be
repaid in accordance with their terms and (except as
otherwise specified pursuant to Section 3.01 for Securities
of such series) in accordance with this Article.

SECTION 16.02. Repayment of Securities. Each
Security which is subject to repayment in whole or in part
at the option of the Holder thereof on a Repayment Date
shall be repaid at the applicable Repayment Price together

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Subordinated Indenture

with interest accrued to such Repayment Date as specified
pursuant to Section 3.01.

SECTION 16.03. Exercise of Option; Notice. Each
Holder desiring to exercise such Holder's option for
repayment shall, as conditions to such repayment, surrender
the Security to be repaid in whole or in part together with
written notice of the exercise of such option at any office
or agency of the Company in a Place of Payment, not less
than 30 nor more than 45 days prior to the Repayment Date;
provided, however, that surrender of Bearer Securities
together with written notice of exercise of such option
shall be made at an office or agency located outside the
United States except as otherwise provided in Section 5.02.
Such notice, which shall be irrevocable, shall specify the
principal amount of such Security to be repaid, which shall
be equal to the minimum authorized denomination for such
Security or an integral multiple thereof, and shall identify
the Security to be repaid and, in the case of a partial
repayment of the Security, shall specify the denomination or
denominations of the Security or Securities of the same
series to be issued to the Holder for the portion of the
principal of the Security surrendered which is not to be
repaid.

If any Bearer Security surrendered for repayment
shall not be accompanied by all unmatured coupons and all
matured coupons in default, such Bearer Security may be paid
after deducting from the Repayment Price an amount equal to
the face amount of all such missing coupons, or the
surrender of such missing coupon or coupons may be waived by
the Company and the Trustee if there be furnished to them
such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the
Holder of such Bearer Security shall surrender to the
Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made from the
Repayment Price, such Holder shall be entitled to receive
the amount so deducted without interest thereon; provided,
however, that interest represented by coupons shall be
payable only at an office or agency located outside the
United States except as otherwise provided in Section 5.02.

The Company shall execute and the Trustee shall
authenticate and deliver without service charge to the
Holder of any Registered Security so surrendered a new
Registered Security or Securities of the same series and
tenor of any authorized denomination specified in the

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Subordinated Indenture

foregoing notice, in an aggregate principal amount equal to
any portion of the principal of the Registered Security so
surrendered which is not to be repaid.

The Company shall execute and the Trustee shall
authenticate and deliver without service charge to the
Holder of any Bearer Security so surrendered a new
Registered Security or Securities or new Bearer Security or
Securities (and all appurtenant unmatured coupons and
matured coupons in default) or any combination thereof of
the same series and tenor of any authorized denomination or
denominations specified in the foregoing notice, in an
aggregate principal amount equal to any portion of the
principal of the Security so surrendered which is not to be
repaid; provided, however, that the issuance of a Registered
Security therefor shall be subject to applicable laws and
regulations, including provisions of the United States
federal income tax laws and regulations in effect at the
time of the exchange; neither the Company, the Trustee nor
the Security Registrar shall issue Registered Securities for
Bearer Securities if it has received an Opinion of Counsel
that as a result of such issuance the Company would suffer
adverse consequences under the United States federal income
tax laws then in effect and the Company has delivered to the
Trustee a Company Order directing the Trustee not to make
such issuances thereafter unless and until the Trustee
receives a subsequent Company Order to the contrary. The
Company shall deliver copies of such Company Order to the
Security Registrar.

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

SECTION 16.04. Election of Repayment by
Remarketing Entities. The Company may elect, with respect
to Securities of any series which are repayable at the
option of the Holders thereof before their Stated Maturity,
at any time prior to any Repayment Date to designate one or
more Remarketing Entities to purchase, at a price equal to
the Repayment Price, Securities of such series from the
Holders thereof who give notice and surrender their Debt
Securities in accordance with Section 16.03.

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Subordinated Indenture

SECTION 16.05. Securities Payable on the
Repayment Date. Notice of exercise of the option of
repayment having been given and the Securities so to be
repaid having been surrendered as aforesaid, such Securities
shall, unless purchased in accordance with Section 16.04, on
the Repayment Date become due and payable at the price
therein specified and from and after the Repayment Date such
Securities shall cease to bear interest and shall be paid on
the Repayment Date, and the coupons for such interest
appertaining to Bearer Securities so to be repaid, except to
the extent provided above, shall be void, unless the Company
shall default in the payment of such price, in which case
the Company shall continue to be obligated for the principal
amount of such Securities and shall be obligated to pay
interest on such principal amount at the rate prescribed
therefor by such Securities from time to time until payment
in full of such principal amount.

ARTICLE SEVENTEEN

Meetings of Holders of Securities

SECTION 17.01. Purposes for Which Meetings May Be
Called. If Securities of a series are issuable in whole or
in part as Bearer Securities, a meeting of Holders of
Securities of such series may be called at any time and from
time to time pursuant to this Article to make, give or take
any request, demand, authorization, direction, notice,
consent, waiver or other Act provided by this Indenture to
be made, given or taken by Holders of Securities of such
series.

SECTION 17.02. Call, Notice and Place of
Meetings. (i) The Trustee may at any time call a meeting
of Holders of Securities of any series issuable as Bearer
Securities for any purpose specified in Section 17.01, to be
held at such time and at such place in the City of [ ],
[ ], the Borough of Manhattan, The City of New York,
or in London as the Trustee shall determine. Notice of
every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section
1.06, not less than 21 nor more than 180 days prior to the
date fixed for the meeting.

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Subordinated Indenture

(ii) In case at any time the Company, pursuant to
a Board Resolution, or the Holders of at least 10% in
principal amount of the Outstanding Securities of any series
shall have requested the Trustee to call a meeting of the
Holders of Securities of such series for any purpose
specified in Section 17.01, by written request setting forth
in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have made the first
publication of the notice of such meeting within 21 days
after receipt of such request or shall not thereafter
proceed to cause the meeting to be held as provided herein,
then the Company or the Holders of Securities of such series
in the amount above specified, as the case may be, may
determine the time and the place in the City of [ ],
[ ], the Borough of Manhattan, The City of New York, or
in London for such meeting and may call such meeting for
such purposes by giving notice thereof as provided in
subsection (i) of this Section.

SECTION 17.03. Persons Entitled To Vote at
Meetings. To be entitled to vote at any meeting of Holders
of Securities of any series, a Person shall be (1) a Holder
of one or more Outstanding Securities of such series, or (2)
a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of
such series by such Holder or Holders. The only Persons who
shall be entitled to be present or to speak at any meeting
of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

SECTION 17.04. Quorum, Action. The Persons
entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum
for a meeting of Holders of Securities of such series;
provided, however, that if any action is to be taken at such
meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of
a greater percentage in principal amount of the Outstanding
Securities of a series, the Persons entitled to vote such
greater percentage in principal amount of the Outstanding
Securities of such series shall constitute a quorum. In the
absence of a quorum within 30 minutes of the time appointed
for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series, be
dissolved. In the absence of a quorum in any other case the
meeting may be adjourned for a period of not less than 10

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Subordinated Indenture

days as determined by the chairman of the meeting prior to
the adjournment of such meeting. In the absence of a quorum
at any such adjourned meeting, such adjourned meeting may be
further adjourned for a period of not less than 10 days as
determined by the chairperson of the meeting prior to the
adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as
provided in Section 17.02(i), except that such notice need
be given only once not less than five days prior to the date
on which the meeting is scheduled to be reconvened. Notice
of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the
principal amount of the Outstanding Securities of such
series which shall constitute a quorum.

Except as limited by the provisos to Section 9.02,
any resolution presented to a meeting or adjourned meeting
duly reconvened at which a quorum is present as aforesaid
may be adopted only by the affirmative vote of the Holders
of a majority in principal amount of the Outstanding
Securities of the series; provided, however, that, except as
limited by the provisos to Section 9.02, any resolution with
respect to any consent or waiver which this Indenture
expressly provides may be given by the Holders of a greater
percentage in principal amount of the Outstanding Securities
of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as
aforesaid only by the affirmative vote of the Holders of
such greater percentage in principal amount of the
Outstanding Securities of that series; and provided further
that, except as limited by the provisos to Section 9.02, any
resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other
Act which this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage,
which is less than a majority in principal amount of the
Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which
a quorum is present as aforesaid by the affirmative vote of
the Holders of such specified percentage in principal amount
of the Outstanding Securities of that series.

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

110

Subordinated Indenture

SECTION 17.05. Determination of Voting Rights;
Conduct and Adjournment of Meetings. (a) Notwithstanding
any other provisions of this Indenture, the Trustee may make
such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of such series in regard to
proof of the holding of Securities of such series and of the
appointment of proxies and in regard to the appointment and
duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of
the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate. Except
as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner
specified in Section 1.04 and the appointment of any proxy
shall be proved in the manner specified in Section 1.04 or,
in the case of Bearer Securities, by having the signature of
the person executing the proxy witnessed or guaranteed by
any trust company, bank or banker authorized by Section 1.04
to certify to the holding of Bearer Securities. Such
regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and
genuine without the proof specified in Section 1.04 or other
proof.

(b) The Trustee shall, by an instrument in
writing, appoint a temporary chairperson of the meeting,
unless the meeting shall have been called by the Company or
by Holders of Securities as provided in Section 17.02(ii),
in which case the Company or the Holders of Securities of
the series calling the meeting, as the case may be, shall in
like manner appoint a temporary chairperson. A permanent
chairperson and a permanent secretary of the meeting shall
be elected by vote of the Persons entitled to vote a
majority in principal amount of the Outstanding Securities
of such series represented at the meeting.

(c) At any meeting each Holder of a Security of
such series or proxy shall be entitled to one vote for each
$1,000 principal amount (or the equivalent in ECU, any other
composite currency or a Foreign Currency) of Securities of
such series held or represented by him; provided, however,
that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not Outstanding and
ruled by the chairperson of the meeting not to be
Outstanding. The chairperson of the meeting shall have no
right to vote, except as a Holder of a Security of such
series or proxy.

111

Subordinated Indenture

(d) Any meeting of Holders of Securities of any
series duly called pursuant to Section 17.02 at which a
quorum is present may be adjourned from time to time by
Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the
meeting; and the meeting may be held as so adjourned without
further notice.

SECTION 17.06. Counting Votes and Recording
Action of Meetings. The vote upon any resolution submitted
to any meeting of Holders of Securities of any series shall
be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and
serial numbers of the Outstanding Securities of such series
held or represented by them. The permanent chairperson of
the meeting shall appoint two inspectors of votes who shall
count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of
the meeting their verified written reports in triplicate of
all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of
Securities of any series shall be prepared by the secretary
of the meeting and there shall be attached to said record
the original reports of the inspectors of votes on any vote
by ballot taken thereat and affidavits by one or more
persons having knowledge of the facts setting forth a copy
of the notice of the meeting and showing that said notice
was given as provided in Section 17.02 and, if applicable,
Section 17.04. Each copy shall be signed and verified by the
affidavits of the permanent chairperson and secretary of the
meeting and one such copy shall be delivered to the Company,
and another to the Trustee to be preserved by the Trustee,
the latter to have attached thereto the ballots voted at the
meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

ARTICLE EIGHTEEN

Miscellaneous

SECTION 18.01. 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.

112

Subordinated Indenture

hereby accepts the trusts in this
Indenture declared and provided, upon the terms and
conditions hereinabove set forth.

113

Subordinated Indenture

IN WITNESS WHEREOF, the parties hereto have caused
this Indenture to be duly executed, and their respective
corporate seals to be hereunto affixed and attested, all as
of the day and year first above written.

▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ PRODUCTS CO.,

by
_________________________
Name:
Title:

[CORPORATE SEAL]

▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ CORPORATION,

by
_________________________
Name:
Title:

[CORPORATE SEAL]

, Trustee,

by
_____________________
Name:
Title:

EXHIBIT A

FORM OF CERTIFICATE TO BE GIVEN BY
PERSON ENTITLED TO RECEIVE BEARER SECURITY

CERTIFICATE

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

[Insert title or sufficient description of
Securities to be delivered]

This is to certify that the above-captioned
Securities are not being acquired by or on behalf of a
United States person, or, if a beneficial interest in the
Securities is being acquired by or on behalf of a United
States person, that such United States person is a financial
institution within the meaning of Section 1.165-12(c)(1)(v)
of the United States Treasury regulations which agrees to
comply with the requirements of Section 1650(j)(3)(A), (B)
or (C) of the Internal Revenue Code of 1986, as amended and
the regulations thereunder. If the undersigned is a dealer,
the undersigned agrees to obtain a similar certificate from
each person entitled to delivery of any of the above-
captioned Securities in bearer form purchased from it;
provided, however, that if the undersigned has actual
knowledge that the information contained in such a
certificate is false, the undersigned will not deliver a
Security in temporary or definitive bearer form to the
person who signed such certificate notwithstanding the
delivery of such certificate to the undersigned.

As used herein, "United States person" means any
citizen or resident of the United States, any corporation,
partnership or other entity created or organized in or under
the laws of the United States and any estate or trust the
income of which is subject to United States Federal income
taxation regardless of its source, and "United States" means
the United States of America (including the States and the
District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.

We undertake to advise you by telex if the above
statement as to beneficial ownership is not correct on the
date of delivery of the above-captioned Securities in bearer
form as to all of such Securities.

We understand that this certificate is required in
connection with certain tax legislation in the United
States. If administrative or legal proceedings are
commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably

115

Subordinated Indenture

authorize you to produce this certificate or a copy thereof
to any interested party in such proceedings.

Dated: , 19
[To be dated no earlier than
15 days prior to the Exchange
Date]

[Name of Person Entitled to
Receive Bearer Security]

______________________________
(Authorized Signatory)

Name:
Title:

EXHIBIT B

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
CEDEL S.A. IN CONNECTION WITH THE EXCHANGE OF A
PORTION OF A TEMPORARY GLOBAL SECURITY

CERTIFICATE

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

[Insert title or sufficient description of
Securities to be delivered]

This is to certify with respect to $
principal amount of the above-captioned Securities (i) that
we have received from each of the persons appearing in our
records as persons entitled to a portion of such principal
amount (our "Qualified Account Holders") a certificate with
respect to such portion substantially in the form attached
hereto, and (ii) that we are not submitting herewith for
exchange any portion of the temporary global Security
representing the above-captioned Securities excepted in such
certificates.

We further certify that as of the date hereof we
have not received any notification from any of our Qualified
Account Holders to the effect that the statements made by
such Qualified Account Holders with respect to any portion
of the part submitted herewith for exchange are no longer
true and cannot be relied upon as of the date hereof.

Dated: , 19
[To be dated no earlier
than the Exchange Date]

[▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK, Brussels Office,
as Operator of the Euroclear
System]

[CEDEL S.A.]

by
_________________________

EXHIBIT C

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
CEDEL S.A. TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE

CERTIFICATE

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

[Insert title or sufficient description of Securities]

This is to certify that, as of the Interest
Payment Date on [Insert Date], the undersigned, which is a
holder of an interest in the temporary global Security
representing the above Securities, is not a United States
person.

We confirm that the interest payable on such
Interest Payment Date will be paid to each of the persons
appearing in our records as being entitled to interest to be
paid on the above date from whom we have received a written
certification dated not earlier than 15 days prior to such
Interest Payment Date to the effect that the beneficial
owner of such portion with respect to which interest is to
be paid on such date either is not a United States person or
is a United States person which is a financial institution
which has provided an Internal Revenue Service Form W-9 or
is an exempt recipient as defined in United States Treasury
Regulations (section ▇▇▇▇) 1.6049-4(c)(1)(ii). We undertake to
retain certificates received from our member organizations in
connection herewith for four years from the end of the
calendar year in which such certificates are received.

The foregoing reflects any advice received
subsequent to the date of any certificate stating that the

118

Subordinated Indenture

statements contained in such certificate are no longer
correct.

Dated: , 19
[To be dated on or after the
relevant Interest Payment Date]

[▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK, Brussels Office,
as Operator of the Euroclear
System]

[CEDEL S.A.]

by
_________________________

EXHIBIT D

FORM OF CERTIFICATE TO BE GIVEN BY
BENEFICIAL OWNERS TO OBTAIN
INTEREST PRIOR TO AN EXCHANGE DATE

CERTIFICATE

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

[Insert title or sufficient description of Securities]

This is to certify that as of the date hereof, no
portion of the temporary global Security representing the
above-captioned Securities and held by you for our account
is beneficially owned by a United States person or, if any
portion thereof held by you for our account is beneficially
owned by a United States person, such United States person
is a financial institution within the meaning of Section
1.165-12(c)(1)(v) of the United States Treasury regulations
which agrees to comply with Section 1656(j)(3)(A), (B) or
(C) of the Internal Revenue Code of 1986, as amended and the
regulations thereunder, and certifies that either it has
provided an Internal Revenue Service Form W-9 or is an
exempt recipient as defined in Section 1.6049-4(c)(1)(ii) of
the United States Treasury regulations.

We undertake to advise you by telex if the above
statement as to beneficial ownership is not correct on the
Interest Payment Date on [Insert Date] as to any such
portion of such temporary global Security.

120

Subordinated Indenture

authorize you to produce this certificate or a copy thereof
to any interested party in such proceedings.

Dated: , 19
[To be dated on or after the
15th day before the relevant
Interest Payment Date]

[Name of Account Holder]

-----------------------------
(Authorized Signatory)

Name:
Title:

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