THE CHASE MANHATTAN BANK, Trustee SUBORDINATED INDENTURE Dated as of ------------------------- TABLE OF CONTENTS

EXHIBIT 4.11
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PP&L CAPITAL FUNDING, INC.,
Issuer

and

PP&L RESOURCES, INC.,
Guarantor

THE CHASE MANHATTAN BANK,
Trustee

-----------

SUBORDINATED INDENTURE

Dated as of
-------------------------

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TABLE OF CONTENTS

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

ARTICLE ONE Definitions and Other Provisions of
General Application . . . . . . . . 2
SECTION 101. Definitions . . . . . . . . . . . . 2
[Act . . . . . . . . . . . . . . . . . . . . . 2
[Additional Interest . . . . . . . . . . . . 2]
Affiliate . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . 2
Authorized Officer . . . . . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . . . . 3
Board Resolution . . . . . . . . . . . . . . . 3
Business Day . . . . . . . . . . . . . . . . . 3
Commission . . . . . . . . . . . . . . . . . . 3
Company . . . . . . . . . . . . . . . . . . . 3
Company Order or Company Request . . . . . . . 3
Corporate Trust Office . . . . . . . . . . . . 3
corporation . . . . . . . . . . . . . . . . . 3
Defaulted Interest . . . . . . . . . . . . . . 3
[Discount Security . . . . . . . . . . . . . 3]
Dollar or $ . . . . . . . . . . . . . . . . . 3
[Eligible Obligations . . . . . . . . . . . 4]
Event of Default . . . . . . . . . . . . . . . 4
Exchange Act . . . . . . . . . . . . . . . . . 4
Government Obligations . . . . . . . . . . . . 4
Guarantee . . . . . . . . . . . . . . . . . . 4
Guarantor . . . . . . . . . . . . . . . . . . 4
Guarantor Order or Guarantor Request . . . . . 4
Holder . . . . . . . . . . . . . . . . . . . . 4
Indenture . . . . . . . . . . . . . . . . . . 4
[interest . . . . . . . . . . . . . . . . . 5]
Interest Payment Date . . . . . . . . . . . . 5
Maturity . . . . . . . . . . . . . . . . . . . 5
Notice of Default . . . . . . . . . . . . . . 5
Officer's Certificate . . . . . . . . . . . . 5
Opinion of Counsel . . . . . . . . . . . . . . 5
Outstanding . . . . . . . . . . . . . . . . . 5
Paying Agent . . . . . . . . . . . . . . . . . 6
Periodic Offering . . . . . . . . . . . . . . 6
Person . . . . . . . . . . . . . . . . . . . . 6
Place of Payment . . . . . . . . . . . . . . . 6
Predecessor Security . . . . . . . . . . . . . 7
[Preferred Securities . . . . . . . . . . . 7]
Redemption Date . . . . . . . . . . . . . . . 7
Redemption Price . . . . . . . . . . . . . . . 7
Regular Record Date . . . . . . . . . . . . . 7
[Required Currency . . . . . . . . . . . . . 7]
Responsible Officer . . . . . . . . . . . . . 7

Securities . . . . . . . . . . . . . . . . . . 7
Securities Act . . . . . . . . . . . . . . . . 7
Security Register and Security Registrar . . . 7
Senior Indebtedness . . . . . . . . . . . . . 7
Special Record Date . . . . . . . . . . . . . 8
Stated Interest Rate . . . . . . . . . . . . . 8
Stated Maturity . . . . . . . . . . . . . . . 8
Tranche . . . . . . . . . . . . . . . . . . . 8
Trust . . . . . . . . . . . . . . . . . . . . 8
Trust Agreement . . . . . . . . . . . . . . . 8
Trustee . . . . . . . . . . . . . . . . . . . 8
Trust Indenture Act . . . . . . . . . . . . . 8
[Trust Securities Guarantee . . . . . . . . 8]
United States . . . . . . . . . . . . . . . . 9
SECTION 102. Compliance Certificates and
Opinions . . . . . . . . . . . . . . 9
SECTION 103. Form of Documents Delivered to
Trustee . . . . . . . . . . . . . . 9
SECTION 104. Acts of Holders . . . . . . . . . . 10
SECTION 105. Notices, Etc. to Trustee, Company
or Guarantor . . . . . . . . . . . . 12
SECTION 106. Notice to Holders of Securities;
Waiver . . . . . . . . . . . . . . . 13
SECTION 107. Conflict with Trust Indenture Act . 14
SECTION 108. Effect of Headings and Table of
Contents . . . . . . . . . . . . . . 14
SECTION 109. Successors and Assigns . . . . . . . 14
SECTION 110. Separability Clause . . . . . . . . 14
SECTION 111. Benefits of Indenture . . . . . . . 14
SECTION 112. Governing Law . . . . . . . . . . . 14
SECTION 113. Legal Holidays . . . . . . . . . . . 14

ARTICLE TWO Security Forms . . . . . . . . . . . 15
SECTION 201. Forms Generally . . . . . . . . . . 15
SECTION 202. Form of Trustee's Certificate of
Authentication . . . . . . . . . . . 16

ARTICLE THREE The Securities . . . . . . . . . . . 16
SECTION 301. Amount Unlimited; Issuable in
Series . . . . . . . . . . . . . . . 16
SECTION 302. Denominations . . . . . . . . . . . 20
SECTION 303. Execution, Authentication, Delivery
and Dating . . . . . . . . . . . . . 20
SECTION 304. Temporary Securities . . . . . . . . 22
SECTION 305. Registration, Registration of
Transfer and Exchange. . . . . . . . 23
SECTION 306. Mutilated, Destroyed, Lost and
Stolen Securities . . . . . . . . . 24
SECTION 307. Payment of Interest; Interest
Rights Preserved . . . . . . . . . . 25
SECTION 308. Persons Deemed Owners . . . . . . . 26
SECTION 309. Cancellation . . . . . . . . . . . . 26
SECTION 310. Computation of Interest . . . . . . 26
SECTION 311. Payment to Be in Proper Currency . . 27
[SECTION 312. Extension of Interest Payment. . . . 27
[SECTION 313. Additional Interest. . . . . . . . . 27

ARTICLE FOUR Redemption of Securities . . . . . . 27
SECTION 401. Applicability of Article . . . . . . 27
SECTION 402. Election to Redeem; Notice to
Trustee. . . . . . . . . . . . . . . 28
SECTION 403. Selection of Securities to Be
Redeemed . . . . . . . . . . . . . . 28

SECTION 404. Notice of Redemption. . . . . . . . 28
SECTION 405. Securities Payable on Redemption
Date . . . . . . . . . . . . . . . . 29
SECTION 406. Securities Redeemed in Part . . . . 30

ARTICLE FIVE Sinking Funds . . . . . . . . . . . 30
SECTION 501. Applicability of Article . . . . . . 30
SECTION 502. Satisfaction of Sinking Fund
Payments with Securities . . . . . . 30
SECTION 503. Redemption of Securities for
Sinking Fund . . . . . . . . . . . . 31

ARTICLE SIX Covenants . . . . . . . . . . . . . 31
SECTION 601. Payment of Principal, Premium and
Interest . . . . . . . . . . . . . . 31
SECTION 602. Maintenance of Office or Agency . . 31
SECTION 603. Money for Securities Payments to Be
Held in Trust . . . . . . . . . . . 32
SECTION 604. Corporate Existence . . . . . . . . 33
SECTION 605. Annual Officer's Certificate . . . . 33
SECTION 606. Waiver of Certain Covenants . . . . 34
SECTION 607. Restriction on Payment of
Dividends. . . . . . . . . . . . . . . . . . . . . 34
[SECTION 608. Maintenance of Trust Existence . . . 34]
[SECTION 609. Rights of Holders of Preferred
Securities . . . . . . . . . . . . . 35]

ARTICLE SEVEN Satisfaction and Discharge . . . . . 35
SECTION 701. Satisfaction and Discharge of
Securities . . . . . . . . . . . . . 35
SECTION 702. Satisfaction and Discharge of
Indenture . . . . . . . . . . . . . 37
SECTION 703. Application of Trust Money . . . . . 38

ARTICLE EIGHT Events of Default; Remedies . . . . 38
SECTION 801. Events of Default . . . . . . . . . 39
SECTION 802. Acceleration of Maturity;
Rescission and Annulment . . . . . . 40
SECTION 803. Collection of Indebtedness and
Suits for Enforcement by Trustee . . 41
SECTION 804. Trustee May File Proofs of Claim . . 41
SECTION 805. Trustee May Enforce Claims Without
Possession of Securities . . . . . . 42
SECTION 806. Application of Money Collected . . . 42
SECTION 807. Limitation on Suits . . . . . . . . 42
SECTION 808. Unconditional Right of Holders to
Receive Principal, Premium and
Interest . . . . . . . . . . . . . . 43
SECTION 809. Restoration of Rights and Remedies . 43
SECTION 810. Rights and Remedies Cumulative . . . 44
SECTION 811. Delay or Omission Not Waiver . . . . 44
SECTION 812. Control by Holders of Securities . . 44
SECTION 813. Waiver of Past Defaults . . . . . . 44
SECTION 814. Undertaking for Costs . . . . . . . 45
SECTION 815. Waiver of Usury, Stay or Extension
Laws . . . . . . . . . . . . . . . . 45

ARTICLE NINE The Trustee . . . . . . . . . . . . 46
SECTION 901. Certain Duties and
Responsibilities . . . . . . . . . . 46
SECTION 902. Notice of Defaults . . . . . . . . . 46
SECTION 903. Certain Rights of Trustee . . . . . 47
SECTION 904. Not Responsible for Recitals or
Issuance of Securities . . . . . . . 48
SECTION 905. May Hold Securities . . . . . . . . 48
SECTION 906. Money Held in Trust . . . . . . . . 48

iii

SECTION 907. Compensation and Reimbursement . . . 48
SECTION 908. Disqualification; Conflicting
Interests . . . . . . . . . . . . . 49
SECTION 909. Corporate Trustee Required;
Eligibility . . . . . . . . . . . . 49
SECTION 910. Resignation and Removal;
Appointment of Successor . . . . . . 50
SECTION 911. Acceptance of Appointment by
Successor . . . . . . . . . . . . . 51
SECTION 912. Merger, Conversion, Consolidation
or Succession to Business. . . . . . 52
SECTION 913. Preferential Collection of Claims
Against Company . . . . . . . . . . 52
SECTION 914. Appointment of Authenticating
Agent. . . . . . . . . . . . . . . . 53
SECTION 915. Co-trustee and Separate Trustees. . 55

ARTICLE TEN Holders' Lists and Reports by
Trustee, Company and Guarantor . . . 55
SECTION 1001. Lists of Holders. . . . . . . . . . 55
SECTION 1002. Reports by Trustee, Company and
Guarantor. . . . . . . . . . . . . . 56

ARTICLE ELEVEN Consolidation, Merger, Conveyance, or
Other Transfer . . . . . . . . . . . 56
SECTION 1101. Company or Guarantor
May Consolidate,
Etc., Only on
Certain Terms . . . . . . . . . . . 56
SECTION 1102. Successor Person Substituted . . . . 57
SECTION 1103. Limitation. . . . . . . . . . . . . 57

ARTICLE TWELVE Supplemental Indentures . . . . . . . . . 57
SECTION 1201. Supplemental Indentures Without
Consent of Holders . . . . . . . . . 57
SECTION 1202. Supplemental Indentures With
Consent of Holders . . . . . . . . . 59
SECTION 1203. Execution of Supplemental
Indentures . . . . . . . . . . . . . 61
SECTION 1204. Effect of Supplemental Indentures . 61
SECTION 1205. Conformity With Trust Indenture
Act. . . . . . . . . . . . . . . . . 61
SECTION 1206. Reference in Securities to
Supplemental Indentures . . . . . . 61
SECTION 1207. Modification Without Supplemental
Indenture . . . . . . . . . . . . . 62

ARTICLE THIRTEEN Meetings of Holders; Action Without
Meeting . . . . . . . . . . . . . . 62
SECTION 1301. Purposes for Which Meetings May Be
Called . . . . . . . . . . . . . . . 62
SECTION 1302. Call, Notice and Place of Meetings . 62
SECTION 1303. Persons Entitled to Vote at
Meetings . . . . . . . . . . . . . . 62
SECTION 1304. Quorum; Action . . . . . . . . . . . 63
SECTION 1305. Attendance at Meetings;
Determination of Voting Rights;
Conduct and Adjournment
of Meetings . . . . . . . . . . . . 64
SECTION 1306. Counting Votes and Recording Action
of Meetings . . . . . . . . . . . . 65
SECTION 1307. Action Without Meeting . . . . . . . 65

ARTICLE FOURTEEN Guarantee . . . . . . . . . . . . . 65
SECTION 1401. Guarantee. . . . . . . . . . . . . . 65
SECTION 1402 Guarantee Subordinate to Senior
Indebtedness of the Guarantor. . . . 66
SECTION 1403. Payment Over of Proceeds of
Securities . . . . . . . . . . . . . 66
SECTION 1404. Disputes with Holders of Certain
Senior Indebtedness . . . . . . . . 68
SECTION 1405. Subrogation . . . . . . . . . . . . 68
SECTION 1406. Obligation of the Guarantor
Unconditional . . . . . . . . . . . 69
SECTION 1407. Priority of Senior Indebtedness of
the Guarantor Upon Maturity . . . . 69
SECTION 1408. Trustee as Holder of Senior
Indebtedness of the Guarantor . . . 69
SECTION 1409. Notice to Trustee to Effectuate
Subordination . . . . . . . . . . . 69

SECTION 1410. Modification, Extension, etc. of
Senior Indebtedness of the Guarantor 70
SECTION 1411. Trustee Has No Fiduciary Duty to
Holders of Senior Indebtedness of
the Guarantor . . . . . . . . . . . 70
SECTION 1412. Paying Agents Other Than the
Trustee. . . . . . . . . . . . . . . 70
SECTION 1413. Rights of Holders of Senior
Indebtedness of the Guarantor Not
Impaired . . . . . . . . . . . . . . 71
SECTION 1414. Effect of Subordination Provisions;
Termination . . . . . . . . . . . . 71
SECTION 1415. Execution and Delivery of
Guarantee. . . . . . . . . . . . . . 71

ARTICLE FIFTEEN Subordination of Securities . . . . 72
SECTION 1501. Securities Subordinate to Senior
Indebtedness of the Company. . . . . 72
SECTION 1502. Payment Over of Proceeds of
Securities . . . . . . . . . . . . . 72
SECTION 1503. Disputes with Holders of Certain
Senior Indebtedness of the Company . 74
SECTION 1504. Subrogation . . . . . . . . . . . . 74
SECTION 1505. Obligation of the Company
Unconditional . . . . . . . . . . . 74
SECTION 1506. Priority of Senior Indebtedness of
the Company Upon Maturity . . . . . 75
SECTION 1507. Trustee as Holder of Senior
Indebtedness of the Company . . . . 75
SECTION 1508. Notice to Trustee to Effectuate
Subordination . . . . . . . . . . . 75
SECTION 1509. Modification, Extension, etc. of
Senior Indebtedness of the Company . 75
SECTION 1510. Trustee Has No Fiduciary Duty to
Holders of Senior Indebtedness of
the Company. . . . . . . . . . . . . 76
SECTION 1511. Paying Agents Other Than the
Trustee. . . . . . . . . . . . . . . 76
SECTION 1512. Rights of Holders of Senior
Indebtedness of the Company Not
Impaired . . . . . . . . . . . . . . 76
SECTION 1513. Effect of Subordination Provisions;
Termination . . . . . . . . . . . . 76

ARTICLE SIXTEEN Immunity of Incorporators,
Stockholders, Officers and
Directors . . . . . . . . . . . . . 77
SECTION 1601. Liability Solely Corporate . . . . . 77

Testimonium . . . . . . . . . . . . . . . . . . . . . . . . . 77

Signatures and Seals . . . . . . . . . . . . . . . . . . . . 77

PP&L CAPITAL FUNDING, INC.

Reconciliation and tie between Trust Indenture Act of 1939
and Indenture, dated as of ________, 1999
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Trust Indenture Act Section Indenture Section

Section 310 (a)(1) . . . . . . . . . . 909
(a)(2) . . . . . . . . . . 909
(a)(3) . . . . . . . . . . 915
(a)(4) . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . 908
910
Section 311 (a) . . . . . . . . . . . 913
(b) . . . . . . . . . . . 913
(c) . . . . . . . . . . . Not Applicable
Section 312 (a) . . . . . . . . . . . 1001
(b) . . . . . . . . . . . 1001
(c) . . . . . . . . . . . 1001
Section 313 (a) . . . . . . . . . . . 1002
(b)(1) . . . . . . . . . . Not Applicable
(b)(2) . . . . . . . . . . 1002
(c) . . . . . . . . . . . 1002
(d) . . . . . . . . . . . 1002
Section 314 (a) . . . . . . . . . . . 1002
(a)(4) . . . . . . . . . . 605
(b) . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . 102
(c)(2) . . . . . . . . . . 102
(c)(3) . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . 102
Section 315 (a) . . . . . . . . . . . 901(a)
(b) . . . . . . . . . . . 902
(c) . . . . . . . . . . . 901(b)
(d) . . . . . . . . . . . 901(c)
(d)(1) . . . . . . . . . . 901(a)(1), 901(c)(1)
(d)(2) . . . . . . . . . . 901(c)(2)
(d)(3) . . . . . . . . . . 901(c)(3)
(e) . . . . . . . . . . . 814
Section 316 (a) . . . . . . . . . . . 812
813
(a)(1)(A) . . . . . . . . 802
812
(a)(1)(B) . . . . . . . . 813
(a)(2) . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . 808
Section 317 (a)(1) . . . . . . . . . . 803
(a)(2) . . . . . . . . . . 804
(b) . . . . . . . . . . . 603
Section 318 (a) . . . . . . . . . . . 107

SUBORDINATED INDENTURE, dated as of
----------------
among PP&L CAPITAL FUNDING, INC., a corporation duly organized
and existing under the laws of the State of Delaware (herein
called the "Company"), having its principal office at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, PP&L RESOURCES,
INC., a corporation duly organized and existing under the laws of
the Commonwealth of Pennsylvania (herein called the "Guarantor"),
having its principal office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, and The Chase Manhattan Bank, a New York
banking corporation, having its principal corporate trust office
at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as
Trustee (herein called the "Trustee").

RECITAL OF THE COMPANY

The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time
to time of its unsecured subordinated debentures, notes or other
evidences of indebtedness (herein called the "Securities"), to be
issued in one or more series as contemplated herein, with
Guarantees endorsed thereon [, including, without limitation,
Securities to be issued to evidence loans made to the Company or
the Guarantor or their affiliates of the proceeds from the
issuance from time to time by one or more Trusts (as defined
below) of undivided beneficial ownership interests in the assets
of such Trusts] and all acts necessary to make this Indenture a
valid agreement of the Company, in accordance with its terms,
have been performed.

RECITAL OF THE GUARANTOR

The Guarantor has duly authorized the execution and
delivery of this Indenture to provide for the Guarantee of the
Securities provided for herein; and all acts necessary to make
this Indenture a valid agreement of the Guarantor, in accordance
with its terms, have been performed.

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 series thereof (except as
otherwise contemplated herein), as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. DEFINITIONS.

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

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

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

(c) all accounting terms not otherwise defined
herein have the meanings assigned to them in accordance
with generally accepted accounting principles in the
United States of America, and, except as otherwise
herein expressly provided, the term "generally accepted
accounting principles" with respect to any computation
required or permitted hereunder shall mean such
accounting principles as are generally accepted in the
United States of America at the date of such
computation;

(d) any reference to an "Article" or a "Section"
refers to an Article or a Section, as the case may be,
of this Indenture; and

(e) 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.

Certain terms, used principally in Article Nine, are
defined in that Article.

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

["ADDITIONAL INTEREST" has the meaning specified in
Section 313.]

"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
generally 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 or Persons
authorized by the Trustee to act on behalf of the Trustee to
authenticate the Securities of one or more series.

"AUTHORIZED OFFICER" means the Chairman of the Board,
the President, any Vice President, the Treasurer, or any other
Person duly authorized by the Company or the Guarantor, as the
case requires, to act in respect of matters relating to this
Indenture.

"BOARD OF DIRECTORS" means either the board of
directors of the Company or the Guarantor, as the case requires,
or any committee of that board duly authorized to act in respect
of matters relating to this Indenture (including, in the case of
the Guarantor, the finance committee of the board of directors of
the Guarantor).

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

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

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

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

"COMPANY ORDER" or "COMPANY REQUEST" mean,
respectively, a written order or request, as the case may be,
signed in the name of the Company by an Authorized Officer and
delivered to the Trustee.

"CORPORATE TRUST OFFICE" means the office of the
Trustee at which at any particular time its corporate trust
business shall be principally administered, which office at the
date of execution of this Indenture is located at ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.

"CORPORATION" means a corporation, association,
company, joint stock company or business trust.

"DEFAULTED INTEREST" has the meaning specified in
Section 307.

"[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 802.]

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

"[ELIGIBLE OBLIGATIONS" means:

(a) with respect to Securities denominated in
Dollars, Government Obligations; or

(b) with respect to Securities denominated in a
currency other than Dollars or in a composite currency,
such other obligations or instruments as shall be
specified with respect to such Securities, as
contemplated by Section 301.]

"EVENT OF DEFAULT" has the meaning specified in Section
801.

"EXCHANGE ACT" means the Securities Exchange Act of
1934 and the rules and regulations promulgated thereunder, as
amended from time to time.

"GOVERNMENT OBLIGATIONS" means securities which are (a)
(i) direct obligations of the United States where the payment or
payments thereunder are supported by the full faith and credit of
the United States or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the
United States where the timely payment or payments thereunder are
unconditionally guaranteed as a full faith and credit obligation
by the United States or (b) depository receipts issued by a bank
(as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of or other amount
with respect to any such Government Obligation held by such
custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific
payment of interest on or principal of or other amount with
respect to the Government Obligation evidenced by such depository
receipt.

"GUARANTEE" means any guarantee of the Guarantor
endorsed on a Security authenticated and delivered pursuant to
this Indenture and shall include the guarantee set forth in
Section 1401.

"GUARANTOR" means the Person named as "Guarantor" in
the first paragraph of this Indenture until a successor Person
shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter "Guarantor" shall include such
successor Person.

"GUARANTOR ORDER" or "GUARANTOR REQUEST" mean,
respectively, a written order or request, as the case may be,
signed in the name of the Guarantor by an Authorized Officer of
the Guarantor and delivered to the Trustee.

"HOLDER" means a Person in whose name a Security is
registered in the Security Register.

"INDENTURE" means this instrument as originally
executed and as it may from time to time be supplemented or
amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, including, for
all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this Indenture and any such
supplemental indenture, respectively. The term "Indenture" shall
also include the terms of particular series of Securities
established as contemplated by Section 301.

"[INTEREST", when used with respect to a 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
Security, means the Stated Maturity of an installment of interest
on such Security.

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

"NOTICE OF DEFAULT" means a written notice of the kind
specified in Section 801(c).

"OFFICER'S CERTIFICATE" means a certificate signed by
an Authorized Officer of the Company or the Guarantor, as the
case requires, and delivered to the Trustee.

"OPINION OF COUNSEL" means a written opinion of
counsel, who may be counsel for the Company or the Guarantor, and
who shall be acceptable to the Trustee.

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

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

(b) Securities deemed to have been paid for all
purposes of this Indenture in accordance with Section
701 (whether or not the Company's indebtedness in
respect thereof shall be satisfied and discharged for
any other purpose); and

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

provided, however, that in determining whether or not the Holders
of the requisite principal amount of the Securities Outstanding
under this Indenture, or the Outstanding Securities of any series
or Tranche, have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or whether or not
a quorum is present at a meeting of Holders of Securities,

(x) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the
Company or of such other obligor (unless the Company,
such Affiliate or such obligor owns all Securities
Outstanding under this Indenture, or all Outstanding
Securities of each such series and each such Tranche,
as the case may be, determined without regard to this
clause (x)) shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice,
consent or waiver or upon any such determination as to
the presence of a quorum, only Securities which the
Trustee knows to be so owned shall be so disregarded;
provided, however, that Securities so owned which have
been pledged in good faith may be regarded as
Outstanding if it is established to the reasonable
satisfaction of the Trustee that the pledgee, and not

the Company, or any such other obligor or Affiliate of
either thereof, has the right so to act with respect to
such Securities and that the pledgee is not the Company
or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor;

[(y) the principal amount of a Discount Security
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 802; and]

[(z) the principal amount of any Security which is
denominated in a currency other than Dollars or in a
composite currency that shall be deemed to be
Outstanding for such purposes shall be the amount of
Dollars which could have been purchased by the
principal amount (or, in the case of a Discount
Security, the Dollar equivalent on the date determined
as set forth below of the amount determined as provided
in (y) above) of such currency or composite currency
evidenced by such Security, in each such case certified
to the Trustee in an Officer's Certificate, based (i)
on the average of the mean of the buying and selling
spot rates quoted by three banks which are members of
the New York Clearing House Association selected by the
Company in effect at 11:00 A. M. (New York time) in
The City of New York on the fifth Business Day
preceding any such determination or (ii) if on such
fifth Business Day it shall not be possible or
practicable to obtain such quotations from such three
banks, on such other quotations or alternative methods
of determination which shall be as consistent as
practicable with the method set forth in (i) above;]

provided, further, that in the case of any Security the principal
of which is payable from time to time without presentment or
surrender, the principal amount of such Security that shall be
deemed to be Outstanding at any time for all purposes of this
Indenture shall be the original principal amount thereof less the
aggregate amount of principal thereof theretofore paid.

"PAYING AGENT" means any Person, including the Company
or the Guarantor, authorized by the Company to pay the principal
of, and premium, if any, or interest, if any, on any Securities
on behalf of the Company or the Guarantor.

"PERIODIC OFFERING" means an offering of Securities of
a series from time to time any or all of the specific terms of
which Securities, including without limitation the rate or rates
of interest, if any, thereon, the Stated Maturity or Maturities
thereof and the redemption provisions, if any, with respect
thereto, are to be determined by the Company or its agents from
time to time subsequent to the initial request for the
authentication and delivery of such Securities by the Trustee, as
contemplated in Section 301 and clause (b) of Section 303.

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

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

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

["PREFERRED SECURITIES" means any preferred trust
interests issued by a Trust or similar securities issued by
permitted successors to such Trust in accordance with the Trust
Agreement pertaining to such Trust.]

"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 at which it is to be
redeemed pursuant to this Indenture.

"REGULAR RECORD DATE" for the interest payable on any
Interest Payment Date on the Securities of any series means the
date specified for that purpose as contemplated by Section 301.

"[REQUIRED CURRENCY" has the meaning specified in
Section 311.]

"RESPONSIBLE OFFICER", when used with respect to the
Trustee, means the chairman or any vice-chairman of the board of
directors, the chairman or any vice-chairman of the executive
committee of the board of directors, the chairman of the trust
committee, the president, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any senior trust officer, any
trust officer or assistant trust officer, the controller or any
assistant controller 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.

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

"SECURITIES ACT" means the Securities Act of 1933, and
the rules and regulations promulgated thereunder, as amended from
time to time.

"SECURITY REGISTER" and "SECURITY REGISTRAR" have the
respective meanings specified in Section 305.

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

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

"SPECIAL RECORD DATE" for the payment of any Defaulted
Interest on the Securities of any series means a date fixed by
the Trustee pursuant to Section 307.

"STATED INTEREST RATE" means a rate (whether fixed or
variable) at which an obligation by its terms is stated to bear
simple interest. Any calculation or other determination to be
made under this Indenture by reference to the Stated Interest
Rate on a Security shall be made without regard to the effective
interest cost to the Company of such Security and without regard
to the Stated Interest Rate on, or the effective cost to the
Company of, any other indebtedness the Company's obligations in
respect of which are evidenced or secured in whole or in part by
such Security.

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

"TRANCHE" means a group of Securities which (a) are of
the same series and (b) have identical terms except as to
principal amount and/or date of issuance.

["TRUST" means PP&L Capital Funding Trust I, a
statutory business trust formed under the laws of the State of
Delaware, or any other trust designated pursuant to Section 301
hereof or any permitted successor under the Trust Agreement
pertaining to such Trust.]

["TRUST AGREEMENT" means the Amended and Restated Trust
Agreement, dated as of ______, ____, relating to PP&L Capital
Funding Trust I, or an Amended and Restated Trust Agreement
relating to a Trust designated pursuant to Section 301 hereof, in
each case, among PP&L Resources Inc., as Depositor and Guarantor,
the trustees named therein and the several holders referred to
therein, as such agreement or agreements, as the case may be, may
be amended from time to time.]

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

"TRUST INDENTURE ACT" means, as of any time, the Trust
Indenture Act of 1939 as in force at such time.

["TRUST SECURITIES GUARANTEE" means the Trust
Securities Guarantee Agreement delivered from the Guarantor, for
the benefit of the holders of Preferred Securities issued by such
Trust.]

"UNITED STATES" means the United States of America, its
territories, its possessions and other areas subject to its
jurisdiction.

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

Except as otherwise expressly provided in this
Indenture, upon any application or request by the Company or the
Guarantor to the Trustee to take any action under any provision
of this Indenture, the Company and the Guarantor shall each
furnish to the Trustee an Officer's Certificate stating that all
conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an
Opinion of Counsel stating that in the opinion of such counsel
all such conditions precedent, if any, have been complied with,
except that in the case of any such application or request as to
which the furnishing of such documents is specifically required
by any provision of this Indenture relating to such particular
application or request, no additional certificate or opinion need
be furnished.

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

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

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

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

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

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

(a) Any Officer's Certificate may be based (without
further examination or investigation), insofar as it relates to
or is dependent upon legal matters, upon an opinion of, or
representations by, counsel, unless, in any case, such officer
has actual knowledge that the certificate or opinion or
representations with respect to the matters upon which such
Officer's Certificate may be based as aforesaid are erroneous.

Any Opinion of Counsel may be based (without further
examination or investigation), insofar as it relates to or is
dependent upon factual matters, information with respect to which
is in the possession of the Company or the Guarantor, upon a
certificate of, or representations by, an officer or officers of
the Company or the Guarantor, as the case may be, unless such
counsel has actual knowledge that the certificate or opinion or
representations with respect to the matters upon which his
opinion may be based as aforesaid are erroneous. In addition,
any Opinion of Counsel may be based (without further examination
or investigation), insofar as it relates to or is dependent upon
matters covered in an Opinion of Counsel rendered by other
counsel, upon such other Opinion of Counsel, unless such counsel
has actual knowledge that the Opinion of Counsel rendered by such
other counsel with respect to the matters upon which his Opinion
of Counsel may be based as aforesaid are erroneous. If, in order
to render any Opinion of Counsel provided for herein, the signer

thereof shall deem it necessary that additional facts or matters
be stated in any Officer's Certificate provided for herein, then
such certificate may state all such additional facts or matters
as the signer of such Opinion of Counsel may request.

(b) 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. Where (i) any Person is
required to make, give or execute two or more applications,
requests, consents, certificates, statements, opinions or other
instruments under this Indenture, or (ii) two or more Persons are
each required to make, give or execute any such application,
request, consent, certificate, statement, opinion or other
instrument, any such applications, requests, consents,
certificates, statements, opinions or other instruments may, but
need not, be consolidated and form one instrument.

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

SECTION 104. ACTS OF HOLDERS.

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

in the manner provided in this Section. The record of any
meeting of Holders shall be proved in the manner provided in
Section 1306.

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

(c) The ownership, principal amount (except as
otherwise contemplated in clause (y) of the first proviso to the
definition of Outstanding) and serial numbers of Securities held
by any Person, and the date of holding the same, shall be proved
by the Security Register.

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

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

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

(g) Each of the Company and the Guarantor may, at its
option, by Company Order or Guarantor Order, as appropriate, fix
in advance a record date for the determination of Holders
entitled to give any request, demand, authorization, direction,
notice, consent, waiver or other Act solicited by the Company,
but neither the Company nor the Guarantor shall have any
obligation to do so; provided, however, that neither the Company
nor the Guarantor may fix a record date for the giving or making
of any notice, declaration, request or direction referred to in
the next sentence. In addition, the Trustee may, at its option,
fix in advance a record date for the determination of Holders
entitled to join in the giving or making of any Notice of
Default, any declaration of acceleration referred to in Section
802, any request to institute proceedings referred to in Section
807 or any direction referred to in Section 812. If any such
record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act, or such notice,
declaration, request or direction, may be given before or after
such record date, but only the Holders of record at the close of
business on the record date shall be deemed to be Holders for the
purposes of determining (i) whether Holders of the requisite
proportion of the Outstanding Securities have authorized or
agreed or consented to such Act (and for that purpose the
Outstanding Securities shall be computed as of the record date)

and/or (ii) which Holders may revoke any such Act
(notwithstanding subsection (e) of this Section ); and any such
Act, given as aforesaid, shall be effective whether or not the
Holders which authorized or agreed or consented to such Act
remain Holders after such record date and whether or not the
Securities held by such Holders remain Outstanding after such
record date.

SECTION 105. NOTICES, ETC. TO TRUSTEE, COMPANY OR GUARANTOR.

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

If to the Trustee, to:

The Chase Manhattan Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Attention: Capital Markets Fiduciary Services
Telephone:
Telecopy:

If to the Company, to:

PP&L Capital Funding, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Attention: Treasurer
Telephone:(▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

With a copy to:

PP&L Resources, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Attention: Treasurer
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy:(▇▇▇) ▇▇▇-▇▇▇▇

If to the Guarantor, to:

PP&L Resources, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Attention: Treasurer
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

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

SECTION 106. NOTICE TO HOLDERS OF SECURITIES; WAIVER.

Except as otherwise expressly provided herein, where
this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given, and shall be deemed given, to
Holders if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at the address of such Holder
as it appears in the Security Register, not later than the latest
date, and not earlier than the earliest 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 by mail, then such notification as
shall be made with the approval of the Trustee shall constitute a
sufficient notification for every purpose hereunder. In any case
where notice to Holders is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice
with respect to other Holders.

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

SECTION 107. CONFLICT WITH TRUST INDENTURE ACT.

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

SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

The Article and Section headings in this Indenture and
the Table of Contents are for convenience only and shall not
affect the construction hereof.

SECTION 109. SUCCESSORS AND ASSIGNS.

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

SECTION 110. SEPARABILITY CLAUSE.

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

SECTION 111. BENEFITS OF INDENTURE.

Nothing in this Indenture, the Securities or the
Guarantees, express or implied, shall give to any Person, other
than the parties hereto, their successors hereunder, the Holders
and, so long as notice described in Section [1413] or Section
[1512] hereof has not been given to the holders of Senior
Indebtedness, any benefit or any legal or equitable right, remedy
or claim under this Indenture [, provided, however, that for so
long as any Preferred Securities remain outstanding, the holders
of such Preferred Securities, subject to certain limitations set
forth in this Indenture, may enforce the Company's and the
Guarantor's obligations hereunder, directly against the Company
or the Guarantor, as the case may be, as third party
beneficiaries of this Indenture without proceeding against the
Trust issuing such Preferred Securities].

SECTION 112. GOVERNING LAW.

This Indenture, the Securities and the Guarantees shall
be governed by and construed in accordance with the law of the
State of New York (including without limitation Section 5-1401 of
the New York General Obligations Law or any successor to such
statute), except to the extent that the Trust Indenture Act shall
be applicable.

SECTION 113. LEGAL HOLIDAYS.

In any case where any Interest Payment Date, Redemption
Date or Stated Maturity of any Security shall not be a Business
Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities other than a
provision in Securities of any series, or any Tranche thereof, or
in the indenture supplemental hereto, Board Resolution or
Officer's Certificate which establishes the terms of the
Securities of such series or Tranche, which specifically states

that such provision shall apply in lieu of this Section) payment
of interest or principal and premium, if any, need not be made at
such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment [, except that
if such Business Day is in the next succeeding calendar year,
such payment shall be made on the immediately preceding Business
Day, in each case] with the same force and effect as if made on
the Interest Payment Date, Redemption Date, or Stated Maturity,
and, if such payment is made or duly provided for on such
Business Day, no interest shall accrue on the amount so payable
for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be, to such
Business Day.

ARTICLE TWO

Security Forms

SECTION 201. FORMS GENERALLY.

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

Unless otherwise specified as contemplated by Section
301 or 1201(g), the Securities of each series shall be issuable
in registered form without coupons. The definitive Securities
and Guarantees endorsed thereon shall be produced in such manner
as shall be determined by the officers executing such Securities
or Guarantees, as evidenced by their execution thereof.

SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

The Trustee's certificate of authentication shall be in
substantially the form set forth below:

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

________________________,
as Trustee

By:
-----------------------------
Authorized Officer

ARTICLE THREE

THE SECURITIES

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

The aggregate principal amount of Securities which may
be authenticated and delivered under this Indenture is unlimited
[; provided, however, that all Securities shall be issued to a
Trust to evidence loans by a Trust of the proceeds of the
issuance of Preferred Securities of such Trust plus the amount or
amounts deposited by the Company or the Guarantor with such trust
from time to time.]

The Securities may be issued in one or more series.
Subject to the last paragraph of this Section, prior to the
authentication and delivery of Securities of any series there
shall be established by specification in a supplemental indenture
or in a Board Resolution of the Company or in an Officer's
Certificate of the Company (which need not, comply with Section
102) pursuant to a supplemental indenture or a Board Resolution:

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

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

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

(d) the date or dates on which the principal of
the Securities of such series or any Tranche thereof,
is payable or any formulary or other method or other
means by which such date or dates shall be determined,
by reference to an index or other fact or event
ascertainable outside of this Indenture or otherwise
(without regard to any provisions for redemption,
prepayment, acceleration, purchase or extension);

(e) the rate or rates at which the Securities of
such series, or any Tranche thereof, shall bear
interest, if any (including the rate or rates at which
overdue principal shall bear interest after Maturity if
different from the rate or rates at which such
Securities shall bear interest prior to Maturity, and,
if applicable, the rate or rates at which overdue
premium or interest shall bear interest, if any), or
any formulary or other method or other means by which
such rate or rates shall be determined by reference to
an index or other fact or event ascertainable outside
of this Indenture or otherwise, the date or dates from
which such interest shall accrue; the Interest Payment
Dates and the Regular Record Dates, if any, for the
interest payable on such Securities on any Interest
Payment Date; [the right of the Company, if any, to
extend the interest payment periods and the duration of
any such extension as contemplated by Section 312;] and
the basis of computation of interest, if other than as
provided in Section 310;

(f) the place or places at which or methods (if
other than as provided elsewhere in this Indenture) by
which (i) the principal of and premium, if any, and
interest, if any, on Securities of such series, or any
Tranche thereof, shall be payable, (ii) registration of
transfer of Securities of such series, or any Tranche
thereof, may be effected, (iii) exchanges of Securities
of such series, or any Tranche thereof, may be effected
and (iv) notices and demands to or upon the Company in
respect of the Securities of such series, or any
Tranche thereof, and this Indenture may be served; the
Security Registrar and any Paying Agent or Agents for
such series or Tranche; and if such is the case, that
the principal of such Securities shall be payable
without presentment or surrender thereof;

(g) the period or periods within which, or the
date or dates on which, the price or prices at which
and the terms and conditions upon which the Securities
of such series, or any Tranche thereof, may be
redeemed, in whole or in part, at the option of the
Company and any restrictions on such redemptions;

(h) the obligation, if any, of the Company to
redeem or purchase or repay the Securities of such
series, or any Tranche thereof, pursuant to any sinking
fund or other mandatory redemption provisions or at the
option of a Holder thereof and the period or periods
within which or the date or dates on which, the price
or prices at which and the terms and conditions upon
which such Securities shall be redeemed or purchased or
repaid, in whole or in part, pursuant to such
obligation and applicable exceptions to the
requirements of Section 404 in the case of mandatory
redemption or redemption or repayment at the option of
the Holder;

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

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

(k) the currency or currencies, including
composite currencies, in which payment of the principal
of and premium, if any, and interest, if any, on the
Securities of such series, or any Tranche thereof,
shall be payable (if other than Dollars) and the manner
in which the equivalent of the principal amount thereof
in Dollars is to be determined for any purpose,
including for the purpose of determining the principal
amount deemed to be Outstanding at any time;

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

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

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

(o) any Events of Default, in addition to those
specified in Section 801, or any exceptions to those
specified in Section 801, with respect to the
Securities of such series, and any covenants of the
Company or the Guarantor for the benefit of the Holders
of the Securities of such series, or any Tranche
thereof, in addition to those set forth in Article Six,
or any exceptions to those set forth in Article Six;

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

(q) the obligations or instruments, if any, which
shall be considered to be Eligible Obligations in
respect of the Securities of such series, or any
Tranche thereof, denominated in a currency other than
Dollars or in a composite currency, and any provisions
for satisfaction and discharge of Securities of any
series, in addition to those set forth in Section 701,
or any exceptions to those set forth in Section 701;

(r) if the Securities of such series, or any
Tranche thereof, are to be issued in global form, (i)
any limitations on the rights of the Holder or Holders
of such Securities to transfer or exchange the same or

to obtain the registration of transfer thereof, (ii)
any limitations on the rights of the Holder or Holders
thereof to obtain certificates therefor in definitive
form in lieu of global form and (iii) any other matters
incidental to such Securities;

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

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

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

(v) any terms of the Guarantees with respect to
the Securities of such series, or any Tranche thereof,
in addition to those set forth in Section 1401, or any
exceptions to those set forth in Section 1401; and

[(w) the designation of the Trust to which
Securities of such series are to be issued;]

(x) any other terms of the Securities of such
series, or any Tranche thereof.

With respect to Securities of a series subject to a
Periodic Offering, the indenture supplemental hereto or the Board
Resolution which establishes such series, or the Officer's
Certificate pursuant to such supplemental indenture or Board
Resolution, as the case may be, may provide general terms or
parameters for Securities of such series and provide either that
the specific terms of Securities of such series, or any Tranche
thereof, shall be specified in a Company Order or that such terms
shall be determined by the Company or its agents in accordance
with procedures specified in a Company Order as contemplated in
clause (b) of Section 303.

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

Unless otherwise provided with respect to a series of
Securities as contemplated in Section 301(b), the aggregate
principal amount of a series of Securities may be increased and
additional Securities of such series may be issued up to the
maximum aggregate principal amount authorized with respect to
such series as increased.

SECTION 302. DENOMINATIONS.

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

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

Unless otherwise provided as contemplated by Section
301 with respect to any series of Securities or any Tranche
thereof, the Securities shall be executed on behalf of the
Company by an Authorized Officer of the Company, and may have the
corporate seal of the Company affixed thereto or reproduced
thereon attested by its Secretary, one of its Assistant
Secretaries or any other Authorized Officer. The signature of
any or all of these officers on the Securities may be manual or
facsimile.

A Security bearing the manual or facsimile signature of
an individual who was at the time of execution an Authorized
Officer of the Company shall bind the Company, notwithstanding
that any such individual has ceased to be an Authorized Officer
prior to the authentication and delivery of the Security or did
not hold such office at the date of such Security.

Unless otherwise provided as contemplated by Section
301, with respect to any series of Securities or any Tranche
thereof, Guarantees to be endorsed on any Securities shall be
executed and delivered in accordance with the provisions of
Section 1402.

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

(a) the instrument or instruments establishing the
form or forms and terms of the Securities of such series and
the Guarantees to be endorsed thereon, as provided in
Sections 201 and 301;

(b) a Company Order requesting the authentication and
delivery of such Securities, with the Guarantees endorsed
thereon, and, to the extent that the terms of such
Securities and Guarantees shall not have been established in
an indenture supplemental hereto or in a Board Resolution,
or in an Officer's Certificate pursuant to a supplemental
indenture or Board Resolution, all as contemplated by
Sections 201 and 301, either (i) establishing such terms or
(ii) in the case of Securities of a series subject to a
Periodic Offering, specifying procedures, acceptable to the
Trustee, by which such terms are to be established (which
procedures may provide, to the extent acceptable to the
Trustee, for authentication and delivery pursuant to oral or
electronic instructions from the Company or any agent or
agents thereof, which oral instructions are to be promptly
confirmed electronically or in writing), in either case in
accordance with the instrument or instruments delivered
pursuant to clause (a) above;

(c) A Guarantor Order approving the terms and delivery
of the Guarantees to be endorsed on such Securities as
contemplated by the Company Order delivered pursuant to
clause (b) above;

(d) Securities of such series, each executed on behalf
of the Company by an Authorized Officer of the Company and
having a Guarantee endorsed thereon executed on behalf of
the Guarantor by an Authorized Officer of the Guarantor;

(e) an Opinion of Counsel to the effect that:

(i) (A) the forms of such Securities have been duly
authorized by the Company, (B) the forms of such Guarantees
have been duly authorized by the Guarantor, and (C) the
forms of the Securities and the Guarantees have been
established in conformity with the provisions of this
Indenture;

(ii) (A) the terms of such Securities have been duly
authorized by the Company, (B) the terms of such Guarantees
have been duly authorized by the Guarantor and (C) the terms
of the Securities and the Guarantees have been established
in conformity with the provisions of this Indenture; and

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

provided, however, that, with respect to Securities of a series
subject to a Periodic Offering, the Trustee shall be entitled to
receive such Opinion of Counsel only once at or prior to the time
of the first authentication and delivery of Securities of such
series, and the Guarantees endorsed thereon, and that in lieu of
the opinions described in clauses (ii) and (iii) above such
Opinion of Counsel may, alternatively, state, respectively,

(x) that, when the terms of such Securities and the
Guarantees to be endorsed thereon shall have been
established pursuant to a Company Order or Orders and, if
applicable, a Guarantor Order or Orders or pursuant to such
procedures as may be specified from time to time by a
Company Order or Orders, and, if applicable, a Guarantor
Order or Orders all as contemplated by and in accordance
with the instrument or instruments delivered pursuant to
clause (a) above, such terms will have been duly authorized
by the Company and the Guarantor, respectively, and will
have been established in conformity with the provisions of
this Indenture; and

(y) that such Securities, and the Guarantees endorsed
thereon, when (1) executed by the Company or the Guarantor,
as the case may be, (2) authenticated and delivered by the
Trustee in accordance with this Indenture, (3) issued and
delivered by the Company and the Guarantor and (4) paid for,
all as contemplated by and in accordance with the aforesaid
Company Order or Orders and, if applicable, a Guarantor
Order or Orders or specified procedures, as the case may be,
will have been duly issued under this Indenture and will
constitute valid and legally binding obligations of the
Company and the Guarantor, respectively, entitled to the
benefits provided by the Indenture, and enforceable in
accordance with their terms, subject, as to enforcement, to

laws relating to or affecting generally the enforcement of
creditors' rights, including, without limitation, bankruptcy
and insolvency laws and to general principles of equity
(regardless of whether such enforceability is considered in
a proceeding in equity or at law).

With respect to Securities of a series subject to a
Periodic Offering, the Trustee may conclusively rely, as to the
authorization by the Company and the Guarantor of any of such
Securities and Guarantees, the forms and terms thereof and the
legality, validity, binding effect and enforceability thereof,
upon the Opinion of Counsel and other documents delivered
pursuant to Sections 201 and 301 and this Section, as applicable,
at or prior to the time of the first authentication of Securities
of such series, with the Guarantees endorsed thereon, unless and
until such opinion or other documents have been superseded or
revoked or expire by their terms. In connection with the
authentication and delivery of Securities of a series, with
Guarantees endorsed thereon, pursuant to a Periodic Offering, the
Trustee shall be entitled to assume that the Company's
instructions to authenticate and deliver such Securities, and the
Guarantor's approval of the delivery of the Guarantees thereon,
do not violate any applicable law or any applicable rule,
regulation or order of any governmental agency or commission
having jurisdiction over the Company or the Guarantor.

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

Except as otherwise specified as contemplated by
Section 301 with respect to any series of securities, or any
Tranche thereof, each Security, and any Guarantee endorsed
thereon, shall each be dated the date of its authentication.

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

SECTION 304. TEMPORARY SECURITIES.

Pending the preparation of definitive Securities of any
series, or any Tranche thereof, the Company may execute, and upon
Company Order and a Guarantor Order the Trustee shall
authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued, having

Guarantees endorsed thereon, with such appropriate insertions,
omissions, substitutions and other variations as the officers
executing such Securities or Guarantees may determine, as
evidenced by their execution of such Securities or Guarantees;
provided, however, that temporary Securities need not recite
specific redemption, sinking fund, conversion or exchange
provisions.

If temporary Securities of any series or Tranche are
issued, the Company shall cause definitive Securities of such
series or Tranche to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series or
Tranche, the temporary Securities of such series or Tranche shall
be exchangeable for definitive Securities of such series or
Tranche, with the definitive Guarantees of the Guarantor endorsed
thereon, upon surrender of the temporary Securities of such
series or Tranche at the office or agency of the Company
maintained pursuant to Section 602 in a Place of Payment for such
series or Tranche, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any
series or Tranche, the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor definitive
Securities of the same series or Tranche, of authorized
denominations and of like tenor and aggregate principal amount,
with the definitive Guarantees of the Guarantor endorsed thereon.

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

SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND
EXCHANGE.

The Company shall cause to be kept in one of the
offices or agencies designated pursuant to Section 602, with
respect to the Securities of each series or any Tranche thereof,
a register (the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities of such series or
Tranche and the registration of transfer thereof. The Company
shall designate one Person to maintain the Security Register for
the Securities of each series, and such Person is referred to
herein, with respect to such series, as the "Security Registrar.
Anything herein to the contrary notwithstanding, the Company may
designate one or more of its offices or an office of any
Affiliate (including the Guarantor) as an office in which a
register with respect to the Securities of one or more series, or
any Tranche or Tranches thereof, shall be maintained, and the
Company may designate itself or any Affiliate (including the
Guarantor) as the Security Registrar with respect to one or more
of such series. The Security Register shall be open for
inspection by the Trustee and the Company at all reasonable
times.

Except as otherwise specified as contemplated by
Section 301 with respect to the Securities of any series, or any
Tranche thereof, upon surrender for registration of transfer of
any Security of such series or Tranche at the office or agency of
the Company maintained pursuant to Section 602 in a Place of
Payment for such series or Tranche, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new
Securities of the same series and Tranche, of authorized
denominations and of like tenor and aggregate principal amount,
with the Guarantees of the Guarantor endorsed thereon.

Except as otherwise specified as contemplated by
Section 301 with respect to the Securities of any series, or any
Tranche thereof, any Security of such series or Tranche may be
exchanged at the option of the Holder for one or more new
Securities of the same series and Tranche, of authorized
denominations and of like tenor and aggregate principal amount,
upon surrender of the Securities to be exchanged at any such

office or agency. Whenever any Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities, with the Guarantees of
the Guarantor endorsed thereon, which the Holder making the
exchange is entitled to receive.

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

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

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

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

SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

If any mutilated Security is surrendered to the
Trustee, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of
the same series and Tranche, and of like tenor and principal
amount, having a Guarantee of the Guarantor endorsed thereon and
bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company, the
Guarantor and the Trustee (a) evidence to their satisfaction of
the ownership of and the destruction, loss or theft of any
Security and (b) such security or indemnity as may be reasonably
required by them to save each of them and any agent of any of
them harmless, then, in the absence of notice to the Company, the
Guarantor or the Trustee that such Security has been acquired by
a bona fide purchaser, the Company shall execute and the Trustee
shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Security, a new Security of the same series and
Tranche, and of like tenor and principal amount, having a
Guarantee of the Guarantor endorsed thereon and bearing a number
not contemporaneously outstanding.

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

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

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

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

SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

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

[Subject to Section 312,] any interest on any Security
of any series which is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (herein called
"Defaulted Interest") shall forthwith cease to be payable to the
Holder on the related Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the
Company or the Guarantor, at its election in each case, as
provided in clause (a) or (b) below:

(a) The Company or the Guarantor may elect to make
payment of any Defaulted Interest to the Persons in whose
names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of
business on a date (a "Special Record Date") for the payment
of such Defaulted Interest, which shall be fixed in the
following manner. The Company or the Guarantor shall notify
the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security of such series and the
date of the proposed payment, and at the same time the
Company or the Guarantor, as the case may be, 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 days and
not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company and the Guarantor of such
Special Record Date and, in the name and at the expense of
the Company or the Guarantor, shall promptly cause notice of
the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first-class
postage prepaid, to each Holder of Securities of such series

at the address of such Holder as it appears in the Security
Register, not less 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 so
mailed, such Defaulted Interest shall be paid to the Persons
in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the
close of business on such Special Record Date.

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

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

SECTION 308. PERSONS DEEMED OWNERS.

Prior to due presentment of a Security for registration
of transfer, the Company, the Guarantor, the Trustee and any
agent of the Company, the Guarantor or the Trustee may treat the
Person in whose name such Security is registered as the absolute
owner of such Security for the purpose of receiving payment of
principal of and premium, if any, and (subject to Sections 305
and 307) interest, if any, on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and
none of the Company, the Guarantor, the Trustee or any agent of
the Company, the Guarantor or the Trustee shall be affected by
notice to the contrary.

SECTION 309. CANCELLATION.

All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and, if not
theretofore canceled, shall be promptly canceled by the Trustee.
The Company or the Guarantor may at any time deliver to the
Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company or the Guarantor may
have acquired in any manner whatsoever or which the Company shall
not have issued and sold, and all Securities so delivered shall
be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Securities held by the
Trustee shall be disposed of in accordance with the Trustee's
customary procedures, and the Trustee shall promptly deliver a
certificate of disposition to the Company unless, by a Company
Order, the Company shall direct that canceled Securities be
returned to it.

SECTION 310. COMPUTATION OF INTEREST.

Except as otherwise specified as contemplated by
Section 301 for Securities of any series, or Tranche thereof,
interest on the Securities of each series shall be computed on
the basis of a 360-day year consisting of twelve 30-day months,
and with respect to any period less than a full calendar month,
on the basis of the actual number of days elapsed during such
period.

SECTION 311. PAYMENT TO BE IN PROPER CURRENCY.

In the case of any Security denominated in any currency
other than Dollars or in a composite currency (the "Required
Currency"), except as otherwise specified with respect to such
Security as contemplated by Section 301, the obligation of the
Company or the Guarantor to make any payment of the principal
thereof, or the premium or interest thereon, shall not be
discharged or satisfied by any tender by the Company or the
Guarantor, or recovery by the Trustee, in any currency other than
the Required Currency, except to the extent that such tender or
recovery shall result in the Trustee timely holding the full
amount of the Required Currency then due and payable. If any
such tender or recovery is in a currency other than the Required
Currency, the Trustee may take such actions as it considers
appropriate to exchange such currency for the Required Currency.
The costs and risks of any such exchange, including without
limitation the risks of delay and exchange rate fluctuation,
shall be borne by the Company and the Guarantor, the Company and
the Guarantor shall remain fully liable for any shortfall or
delinquency in the full amount of Required Currency then due and
payable, and in no circumstances shall the Trustee be liable
therefor except in the case of its negligence or willful
misconduct. The Company and the Guarantor hereby waive any
defense of payment based upon any such tender or recovery which
is not in the Required Currency, or which, when exchanged for the
Required Currency by the Trustee, is less than the full amount of
Required Currency then due and payable.

[SECTION 312. EXTENSION OF INTEREST PAYMENT.

The Company shall have the right at any time, so long as no
Event of Default hereunder has occurred and is continuing with
respect to the Securities of any series, to extend interest
payment periods from time to time on all Securities of such
series, if so specified as contemplated by Section 301 with
respect to such Securities and upon such terms as may be
specified as contemplated by Section 301 with respect to such
Securities.]

[SECTION 313. ADDITIONAL INTEREST.

So long as any Preferred Securities remain outstanding,
if the Trust which issued such Preferred Securities shall be
required to pay, with respect to its income derived from the
interest payments on the Securities of any series, any amounts
for or on account of any taxes, duties, assessments or
governmental charges of whatever nature imposed by the United
States, or any other taxing authority, then, in any such case,
the Company will pay as interest on such series such additional
interest ("Additional Interest") as may be necessary in order
that the net amounts received and retained by such Trust after
the payment of such taxes, duties, assessments or governmental
charges shall result in such Trust's having such funds as it
would have had in the absence of any such payments.]

ARTICLE FOUR

REDEMPTION OF SECURITIES

SECTION 401. APPLICABILITY OF ARTICLE.

Securities of any series, or any Tranche thereof, which
are redeemable before their Stated Maturity shall be redeemable
in accordance with their terms and (except as otherwise specified
as contemplated by Section 301 for Securities of such series or
Tranche) in accordance with this Article.

SECTION 402. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

The election of the Company to redeem any Securities
shall be evidenced by a Board Resolution or an Officer's
Certificate. The Company shall, at least 45 days prior to the
Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee [and in
the case of Securities of a series held by a Trust, the Property
Trustee under the related Trust Agreement] in writing of such
Redemption Date and of the principal amount of such Securities to
be redeemed. In the case of any redemption of Securities (a)
prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this
Indenture or (b) pursuant to an election of the Company which is
subject to a condition specified in the terms of such Securities,
the Company and the Guarantor shall each furnish the Trustee with
an Officer's Certificate evidencing compliance with such
restriction or condition.

SECTION 403. SELECTION OF SECURITIES TO BE REDEEMED.

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

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

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

SECTION 404. NOTICE OF REDEMPTION.

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

All notices of redemption shall state:

(a) the Redemption Date,

(b) the Redemption Price,

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

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

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

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

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

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

Notice of redemption of Securities to be redeemed at
the election of the Company, and any notice of non-satisfaction
of a condition for redemption as aforesaid, shall be given by the
Company or, on Company Request, by the Trustee in the name and at
the expense of the Company.

SECTION 405. SECURITIES PAYABLE ON REDEMPTION DATE.

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

terms of such Security and subject to the provisions of Sections
305 and 307.

SECTION 406. SECURITIES REDEEMED IN PART.

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

ARTICLE FIVE

SINKING FUNDS

SECTION 501. APPLICABILITY OF ARTICLE.

The provisions of this Article shall be applicable to
any sinking fund for the retirement of the Securities of any
series, or any Tranche thereof, except as otherwise specified as
contemplated by Section 301 for Securities of such series or
Tranche.

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

SECTION 502. SATISFACTION OF SINKING FUND PAYMENTS WITH
SECURITIES.

The Company (a) may deliver to the Trustee Outstanding
Securities (other than any previously called for redemption) of a
series or Tranche in respect of which a mandatory sinking fund
payment is to be made and (b) may apply as a credit Securities of
such series or Tranche 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 such mandatory sinking fund
payment; provided, however, that no Securities shall be applied
in satisfaction of a mandatory sinking fund payment if such
Securities shall have been previously so applied. Securities so
applied shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount
of such mandatory sinking fund payment shall be reduced
accordingly.

SECTION 503. REDEMPTION OF SECURITIES FOR SINKING FUND.

Not less than 45 days prior to each sinking fund
payment date for the Securities of any series, or any Tranche
thereof, the Company shall deliver to the Trustee an Officer's
Certificate specifying:

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

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

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

(e) the portion, if any, of such aggregate sinking
fund payment which is to be satisfied by delivering and
crediting Securities of such series or Tranche pursuant to
Section 502 and stating the basis for such credit and that
such Securities have not previously been so credited, and
the Company shall also deliver to the Trustee any Securities
to be so delivered. If the Company shall not deliver such
Officer's Certificate, the next succeeding sinking fund
payment for such series or Tranche shall be made entirely in
cash in the amount of the mandatory sinking fund payment.
Not less than 30 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified
in Section 403 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Company in
the manner provided in Section 404. Such notice having been
duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 405 and
406.

ARTICLE SIX

COVENANTS

SECTION 601. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

The Company shall pay the principal of and premium, if
any, and interest, if any [(including Additional Interest)], on
the Securities of each series in accordance with the terms of
such Securities and this Indenture.

SECTION 602. MAINTENANCE OF OFFICE OR AGENCY.

The Company and the Guarantor shall maintain in each
Place of Payment for the Securities of each series, or any
Tranche thereof, an office or agency where payment of such
Securities shall be made or surrendered for payment, where
registration of transfer or exchange of such Securities may be
effected and where notices and demands to or upon the Company or
the Guarantor in respect of such Securities and this Indenture
may be served. The Company and the Guarantor shall give prompt
written notice to the Trustee of the location, and any change in
the location, of each such office or agency and prompt notice to

the Holders of any such change in the manner specified in Section
106. If at any time the Company or the Guarantor shall fail to
maintain any such required office or agency in respect of
Securities of any series, or any Tranche thereof, or shall fail
to furnish the Trustee with the address thereof, payment of such
Securities may be made, registration of transfer or exchange
thereof may be effected and notices and demands in respect
thereby may be served at the Corporate Trust Office of the
Trustee, and each of the Company and the Guarantor hereby appoint
the Trustee as its agent for all such purposes in any such event.

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

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

SECTION 603. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

If the Company shall at any time act as its own Paying
Agent with respect to the Securities of any series, or any
Tranche thereof, it shall, on or before each due date of the
principal of and premium, if any, or interest, if any, on any of
such Securities, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay the
principal and premium or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein
provided and shall promptly notify the Trustee of its action or
failure so to act.

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

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

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

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

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

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

Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of
the principal of and premium, if any, or interest, if any, on any
Security and remaining unclaimed for two years after such
principal and premium, if any, or interest has become due and
payable shall be paid to the Company on Company Request, or, if
then held by the Company, shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company and the Guarantor 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 payment to the Company, may at the
expense of the Company, either (a) cause to be mailed, on one
occasion only, notice to such Holder that such money remains
unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such mailing, any
unclaimed balance of such money then remaining will be paid to
the Company or (b) cause to be published once, in a newspaper
published in the English language, customarily published on each
Business Day and of general circulation in the Borough of
Manhattan, The City of New York, 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 paid to
the Company.

SECTION 604. CORPORATE EXISTENCE.

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

SECTION 605. ANNUAL OFFICER'S CERTIFICATE

Not later than ________ in each year, commencing
________, ____, each of the Company and the Guarantor shall
deliver to the Trustee an Officer's Certificate which need not
comply with Section 102, executed by its principal executive
officer, principal financial officer or principal accounting
officer, as to such officer's knowledge of such obligor's
compliance with all conditions and covenants under this
Indenture, such compliance to be determined without regard to any
period of grace or requirement of notice under this Indenture.

SECTION 606. WAIVER OF CERTAIN COVENANTS.

The Company may omit in any particular instance to
comply with any term, provision or condition set forth in

(a) any covenant or restriction specified with respect
to the Securities of any series, or any Tranche thereof, as
contemplated by Section 301 or by Section 1201(b), if before
the time for such compliance the Holders of a majority in
aggregate principal amount of the Outstanding Securities of
all series and Tranches with respect to which compliance
with such covenant or restriction is to be omitted,
considered as one class, shall, by Act of such Holders,
either waive such compliance in such instance or generally
waive compliance with such term, provision or condition; and

(b) Section 1101(b), if before the time for such
compliance the Holders of a majority in principal amount of
Securities Outstanding under this Indenture shall, by Act of
such Holders, either waive such compliance in such instance
or generally waive compliance with such term, provision or
condition;

but, in either case, no such waiver shall extend to or affect
such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in
full force and effect [; provided, however, so long as a Trust
holds Securities of any series, such Trust may not waive
compliance or waive any default in compliance by the Company with
any covenant or other term contained in this Indenture or the
Securities of such series without the approval of the holders of
at least a majority in aggregate liquidation preference of the
outstanding Preferred Securities issued by such Trust affected,
obtained as provided in the Trust Agreement pertaining to such
Trust.]

SECTION 607. RESTRICTION ON PAYMENT OF DIVIDENDS.

So long as any Preferred Securities of any series
remain outstanding, if at such time (a) the Guarantor shall be in
default with respect to its payment obligations under the Trust
Securities Guarantee relating to such Preferred Securities, (b)
there shall have occurred and be continuing an Event of Default
(whether before or after expiration of any period of grace)
resulting from a payment default hereunder or (c) the Company
shall have elected to extend any interest payment period as
provided in Section 311, and any such period, or any extension
thereof, shall be continuing, then the Guarantor shall not (i)
declare or pay any dividends or distributions on its capital
stock, other than dividends paid in shares of capital stock of
the Guarantor, or (ii) redeem, purchase, acquire or make a
liquidation payment with respect to any of the Guarantor's
capital stock, or (iii) pay any principal, interest or premium
on, or repay, repurchase or redeem any debt securities that are
equal or junior in right of payment with the Guarantees, or (iv)
make any payments with respect to any guarantee of debt
securities by the Guarantor if such guarantee is equal or junior
in right of payment to the Guarantees (other than payments under
the Guarantee or the Trust Securities Guarantee relating to such
Preferred Securities).

[SECTION 608. MAINTENANCE OF TRUST EXISTENCE.

So long as Preferred Securities of any series remain
outstanding, the Company shall (i) maintain direct or indirect
ownership of all interests in the Trust which issued such
Preferred Securities, other than such Preferred Securities, (ii)
not voluntarily (to the extent permitted by law) dissolve,
liquidate or wind up such Trust, except in connection with a
distribution of the Securities to the holders of the Preferred

Securities in liquidation of such Trust, (iii) remain the sole
Depositor under the Trust Agreement (the "Depositor") of such
Trust and timely perform in all material respects all of its
duties as Depositor of such Trust, and (iv) use reasonable
efforts to cause such Trust to remain a business trust and
otherwise continue to be treated as a grantor trust for Federal
income tax purposes, provided that any permitted successor to the
Guarantor or the Company under this Indenture may succeed to the
Guarantor's or the Company's duties as Depositor of such Trust;
and provided further that the Guarantor or the Company may permit
such Trust to consolidate or merge with or into another business
trust or other permitted successor under the Trust Agreement
pertaining to such Trust so long as the Guarantor agrees to
comply with this Section 609 with respect to such successor
business trust or other permitted successor.]

[SECTION 609. RIGHTS OF HOLDERS OF PREFERRED SECURITIES.

The Company agrees that, for so long as any Preferred
Securities remain outstanding, its obligations under this
Indenture will also be for the benefit of the holders from time
to time of Preferred Securities, and the Company acknowledges and
agrees that such holders will be entitled to enforce this
Indenture, as third party beneficiaries, directly against the
Company to the same extent as if such holders of Preferred
Securities held a principal amount of Securities equal to the
stated liquidation amount of the Preferred Securities held by
such holders.]

ARTICLE SEVEN

SATISFACTION AND DISCHARGE

SECTION 701. SATISFACTION AND DISCHARGE OF SECURITIES.

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

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

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

to pay when due the principal of and premium, if any, and
interest [(including any Additional Interest)], if any, due and
to become due on such Securities or portions thereof; provided,
however, that in the case of the provision for payment or
redemption of less than all the Securities of any series or
Tranche, such Securities or portions thereof shall have been
selected by the Trustee as provided herein and, in the case of a
redemption, the notice requisite to the validity of such
redemption shall have been given or irrevocable authority shall
have been given by the Company to the Trustee to give such
notice, under arrangements satisfactory to the Trustee; and

provided, further, that the Company shall have delivered to the
Trustee and such Paying Agent:

(x) if such deposit shall have been made prior to the
Maturity of such Securities, a Company Order stating that
the money and Eligible Obligations deposited in accordance
with this Section shall be held in trust, as provided in
Section 603;

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

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

Upon the deposit of money or Eligible Obligations, or
both, in accordance with this Section, together with the
documents required by clauses (x), (y) and (z) above, the Trustee
shall, upon Company Request, acknowledge in writing that such
Securities or portions thereof are deemed to have been paid for
all purposes of this Indenture and that the entire indebtedness
of the Company in respect thereof has been satisfied and
discharged as contemplated in this Section. In the event that
all of the conditions set forth in the preceding paragraph shall
have been satisfied in respect of any Securities or portions
thereof except that, for any reason, the Officer's Certificate
specified in clause (z) (if otherwise required) shall not have
been delivered, such Securities or portions thereof shall
nevertheless be deemed to have been paid for all purposes of this
Indenture, and the Holders of such Securities or portions thereof
shall nevertheless be no longer entitled to the benefits provided
by this Indenture or of any of the covenants of the Company under
Article Six (except the covenants contained in Sections 602 and
603) or any other covenants made in respect of such Securities or
portions thereof as contemplated by Section 301 or Section
1201(b), but the indebtedness of the Company in respect of such
Securities or portions thereof shall not be deemed to have been
satisfied and discharged prior to Maturity for any other purpose;
and, upon Company Request, the Trustee shall acknowledge in
writing that such Securities or portions thereof are deemed to
have been paid for all purposes of this Indenture.

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

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

Notwithstanding that any Securities shall be deemed to
have been paid for purposes of this Indenture, as aforesaid, the
obligations of the Company, the Guarantor and the Trustee in
respect of such Securities under Sections 304, 305, 306, 404,
602, 603, 907 and 914 and this Article shall survive.

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

Anything herein to the contrary notwithstanding, (a)
if, at any time after a Security would be deemed to have been
paid for purposes of this Indenture, and, if such is the case,
the Company's indebtedness in respect thereof would be deemed to
have been satisfied and discharged, pursuant to this Section
(without regard to the provisions of this paragraph), the Trustee
or any Paying Agent, as the case may be, (i) shall be required to
return the money or Eligible Obligations, or combination thereof,
deposited with it as aforesaid to the Company or its
representative under any applicable Federal or State bankruptcy,
insolvency or other similar law, or (ii) are unable to apply any
money in accordance with this Article with respect to any
Securities by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise
prohibiting such application, such Security shall thereupon be
deemed retroactively not to have been paid and any satisfaction
and discharge of the Company's indebtedness in respect thereof
shall retroactively be deemed not to have been effected, and such
Security shall be deemed to remain Outstanding and (b) any
satisfaction and discharge of the Company's indebtedness in
respect of any Security shall be subject to the provisions of the
last paragraph of Section 603.

SECTION 702. SATISFACTION AND DISCHARGE OF INDENTURE.

This Indenture shall upon Company Request cease to be
of further effect (except as hereinafter expressly provided), and
the Trustee, at the expense of the Company, shall execute such
instruments as the Company shall reasonably request to evidence
and acknowledge the satisfaction and discharge of this Indenture,
when:

(a) no Securities remain Outstanding hereunder; and

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

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

Notwithstanding the satisfaction and discharge of this
Indenture as aforesaid, the obligations of the Company, the
Guarantor and the Trustee under Sections 304, 305, 306, 404, 602,
603, 907 and 914 and this Article shall survive.

Upon satisfaction and discharge of this Indenture as
provided in this Section, the Trustee shall turn over to the

Company any and all money, securities and other property then
held by the Trustee for the benefit of the Holders of the
Securities (other than money and Eligible Obligations held by the
Trustee pursuant to Section 703) and shall execute and deliver to
the Company and the Guarantor such instruments as, in the
judgment of the Company and the Guarantor, shall be necessary,
desirable or appropriate to effect or evidence the satisfaction
and discharge of this Indenture.

SECTION 703. APPLICATION OF TRUST MONEY.

Neither the Eligible Obligations nor the money
deposited pursuant to Section 701, nor the principal or interest
payments on any such Eligible Obligations, shall be withdrawn or
used for any purpose other than, and shall be held in trust for,
the payment of the principal of and premium, if any, and
interest, if any, on the Securities or portions of principal
amount thereof in respect of which such deposit was made, all
subject, however, to the provisions of Section 603; provided,
however, that any cash received from such principal or interest
payments on such Eligible Obligations, if not then needed for
such purpose, shall, to the extent practicable and upon Company
Request and delivery to the Trustee of the documents referred to
in clause (y) in the first paragraph of Section 701, be invested
in Eligible Obligations of the type described in clause (b) in
the first paragraph of Section 701 maturing at such times and in
such amounts as shall be sufficient, together with any other
moneys and the proceeds of any other Eligible Obligations then
held by the Trustee, to pay when due the principal of and
premium, if any, and interest, if any, due and to become due on
such Securities or portions thereof on and prior to the Maturity
thereof, and interest earned from such reinvestment shall be paid
over to the Company as received, free and clear of any trust,
lien or pledge under this Indenture (except the lien provided by
Section 907); and provided, further, that any moneys held in
accordance with this Section on the Maturity of all such
Securities in excess of the amount required to pay the principal
of and premium, if any, and interest, if any, then due on such
Securities shall be paid over to the Company free and clear of
any trust, lien or pledge under this Indenture (except the lien
provided by Section 907); and provided, further, that if an Event
of Default shall have occurred and be continuing, moneys to be
paid over to the Company pursuant to this Section shall be held
until such Event of Default shall have been waived or cured.

ARTICLE EIGHT

EVENTS OF DEFAULT; REMEDIES

SECTION 801. EVENTS OF DEFAULT.

"Event of Default", wherever used herein with respect
to Securities of any series, means any one of the following
events:

(a) default in the payment of any interest [,
including any Additional Interest,] on any Security of such
series when it becomes due and payable [(whether or not
payment is prohibited by the provisions of Article Fifteen
or the subordination provisions of Article Fourteen hereof)]
and continuance of such default for a period of 30 days;
[provided, however, that a valid extension of the interest
payment period by the Company as contemplated in Section 312
of this Indenture shall not constitute a default in the
payment of interest for this purpose;] or

(b) default in the payment of the principal of or
premium, if any, on any Security of such series when it
becomes due and payable [(whether or not payment is
prohibited by the provisions of Article Fifteen or the
subordination provisions of Article Fourteen hereof)]; or

(c) default in the performance of, or breach of, any
covenant or warranty of the Company or the Guarantor in this
Indenture (other than a covenant or warranty a default in
the performance of which or breach of which is elsewhere in
this Section specifically dealt with or which has expressly
been included in this Indenture solely for the benefit of
one or more series of Securities other than such series) and
continuance of such default or breach for a period of 90
days after there has been given, by registered or certified
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 principal amount of the Outstanding
Securities of such series, a written notice specifying such
default or breach and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder,
unless the Trustee, or the Trustee and the Holders of a
principal amount of Securities of such series not less than
the principal amount of Securities the Holders of which gave
such notice, as the case may be, shall agree in writing to
an extension of such period prior to its expiration;
provided, however, that the Trustee, or the Trustee and the
Holders of such principal amount of Securities of such
series, as the case may be, shall be deemed to have agreed
to an extension of such period if corrective action is
initiated by the Company or the Guarantor within such period
and is being diligently pursued; or

(d) except as provided by the terms hereof, the
Securities of such series and the Guarantees endorsed
thereon, the cessation of effectiveness of the Guarantee
endorsed on a Security of such series or the finding by any
judicial proceeding that the Guarantee endorsed on a
Security of such series is unenforceable or invalid or the
denial or disaffirmation by the Guarantor of its obligations
under the Guarantee endorsed on a Security of such series;
or

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

(f) the commencement by the Company or the Guarantor
of a voluntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by the
Company or the Guarantor to the entry of a decree or order
for relief in respect of the Company or the Guarantor in a
case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law
or to the commencement of any bankruptcy or insolvency case
or proceeding against the Company or the Guarantor, or the
filing by the Company or the Guarantor of a petition or
answer or consent seeking reorganization or relief under any
applicable Federal or State law, or the consent by the
Company or the Guarantor to the filing of such petition or
to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or
similar official of the Company or the Guarantor or of any
substantial part of its property, or the making by the
Company or the Guarantor of an assignment for the benefit of
creditors, or the admission by the Company or the Guarantor

in writing of its inability to pay its debts generally as
they become due, or the authorization of such action by the
Board of Directors of the Company or the Guarantor; or

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

SECTION 802. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

If an Event of Default shall have occurred and be
continuing with respect to Securities of any series at the time
Outstanding, then 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 amount (or,
if any of the Securities of such series are Discount Securities,
such portion of the principal amount of such Securities as may be
specified in the terms thereof as contemplated by Section 301) of
all of the Securities of such series to be due and payable
immediately (provided that the payment of principal and interest
on such Securities shall remain subordinated to the extent
provided in this Indenture), by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon
receipt by the Company of notice of such declaration such
principal amount (or specified amount) shall become immediately
due and payable; provided, however, that if an Event of Default
shall have occurred and be continuing with respect to more than
one series of Securities, the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Outstanding
Securities of all such series, considered as one class, may make
such declaration of acceleration, and not the Holders of the
Securities of any one of such series (provided that the payment
of principal and interest on such Securities shall remain
subordinated to the extent provided in this Indenture).

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

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

(1) all overdue interest [including
Additional Interest], if any, on all Securities of
such series then Outstanding;

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

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

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

and

(b) all Events of Default with respect to
Securities of such series, other than the non-payment
of the principal of Securities of such series which
shall have become due solely by such declaration of

acceleration, shall have been cured or waived as
provided in Section 813.

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

SECTION 803. COLLECTION OF INDEBTEDNESS AND SUITS FOR
ENFORCEMENT BY TRUSTEE.

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

If the Company shall fail to pay such amounts forthwith
upon such demand, the Trustee, in its own name and as trustee of
an express trust, may institute a judicial proceeding for the
collection of the sums so due and unpaid, may prosecute such
proceeding to judgment or final decree and may enforce the same
against the Company and the Guarantor 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 and the Guarantor or any other obligor upon such
Securities, wherever situated.

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

SECTION 804. TRUSTEE MAY FILE PROOFS OF CLAIM.

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

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

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

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

Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights
of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding;
provided, however, that the Trustee may, on behalf of the
Holders, be a member of a creditors' or similar other committee.

SECTION 805. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES.

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

SECTION 806. APPLICATION OF MONEY COLLECTED.

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

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

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

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

SECTION 807. LIMITATION ON SUITS.

No Holder 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:

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

(b) the Holders of 25% in aggregate principal amount
of the Outstanding Securities of all series in respect of
which an Event of Default shall have occurred and be
continuing, considered as one class, shall have made written
request to the Trustee to institute proceedings in respect
of such Event of Default in its own name as Trustee
hereunder;

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

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

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

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

SECTION 808. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
PRINCIPAL, PREMIUM AND INTEREST.

Notwithstanding any other provision in this Indenture,
the Holder of any Security shall have the right, which is
absolute and unconditional, to receive payment of the principal
of and premium, if any, and (subject to Section 307 [and 312])
interest [including Additional Interest], if any, on such
Security on the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date)
and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such
Holder. [In addition, in the case of Securities of a series held
by a Trust, a holder of Preferred Trust Securities may directly
institute a proceeding for enforcement of payment to such holder
of principal of or interest on the Securities having a principal
amount equal to the aggregate liquidation preference amount of
the Preferred Trust Securities of such holder on or after the due
dates specified in the Securities.

SECTION 809. RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 810. RIGHTS AND REMEDIES CUMULATIVE.

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

SECTION 811. DELAY OR OMISSION NOT WAIVER.

No delay or omission of the Trustee or of any Holder to
exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of
any such Event of Default or an acquiescence therein. Every
right and remedy given by this Article or by law to the Trustee
or to the Holders 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 812. CONTROL BY HOLDERS OF SECURITIES.

If an Event of Default shall have occurred and be
continuing in respect of a series of Securities, the Holders of a
majority in principal amount of the Outstanding Securities of
such series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Securities of such series; provided,
however, that if an Event of Default shall have occurred and be
continuing with respect to more than one series of Securities,
the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all such series, considered as one
class, shall have the right to make such direction, and not the
Holders of the Securities of any one of such series; and
provided, further, that

(a) such direction shall not be in conflict with any
rule of law or with this Indenture, and could not involve
the Trustee in personal liability in circumstances where
indemnity would not, in the Trustee's sole discretion, be
adequate, and

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

SECTION 813. WAIVER OF PAST DEFAULTS.

The Holders of not less than a majority in aggregate
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 with respect to such series and
its consequences, except a default

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

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

; provided, however, that so long as a Trust holds the Securities
of any series, such Trust may not waive any past default without
the consent of at least a majority in aggregate liquidation
preference of the outstanding Preferred Securities issued by such
Trust affected, obtained as provided in the Trust Agreement
pertaining to such Trust. Any such waiver by holders of a
majority in aggregate liquidation preference of outstanding
Preferred Securities issued by any such Trust shall be deemed to
be on behalf of all holders of Preferred Securities issued by any
such Trust.]

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

SECTION 814. UNDERTAKING FOR COSTS.

The Company, the Guarantor and the Trustee agree, and
each Holder 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, in each case
in the manner, to the extent, and subject to the exceptions
provided in the Trust Indenture Act; provided, that the
provisions of this Section shall not be deemed to authorize any
court to require such an undertaking or to make such an
assessment in any suit instituted by the Company or the
Guarantor.

SECTION 815. WAIVER OF USURY, STAY OR EXTENSION LAWS.

Each of the Company and the Guarantor 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 usury, 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 each of the Company and the Guarantor (to the extent that it
may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

ARTICLE NINE

THE TRUSTEE

SECTION 901. CERTAIN DUTIES AND RESPONSIBILITIES.

(a) Except during the continuance of an Event of
Default with respect to Securities of any series,

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

(2) in the absence of bad faith on its part, the
Trustee may, with respect to Securities of such series,
conclusively rely, 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 certificates 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 to the
requirements of this Indenture.

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

(c) 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

(1) this subsection shall not be construed to limit
the effect of subsection (a) of this Section;

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

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

(4) 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.

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

SECTION 902. NOTICE OF DEFAULTS.

The Trustee shall give notice of any default hereunder
with respect to the Securities of any series to the Holders of
Securities of such series in the manner and to the extent
required to do so by the Trust Indenture Act, unless such default
shall have been cured or waived; provided, however, that in the
case of any default of the character specified in Section 801(c),
no such notice to Holders shall be given until at least 90 days
after the occurrence thereof. For the purpose of this Section,
the term "default" means any event which is, or after notice or

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

SECTION 903. CERTAIN RIGHTS OF TRUSTEE.

Subject to the provisions of Section 901 and to the
applicable provisions of the Trust Indenture Act:

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

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

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

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

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

(f) the Trustee shall not be bound to make any
investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other
paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it
shall (subject to applicable legal requirements) be entitled
to examine, during normal business hours, the books, records
and premises of the Company or the Guarantor, personally or
by agent or attorney;

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

(h) the Trustee shall not be charged with knowledge of
any Event of Default with respect to the Securities of any
series for which it is acting as Trustee unless either (1) a
Responsible Officer of the Trustee assigned to the Corporate
Trustee Administration Department and agency group of the
Trustee (or any successor division or department of the
Trustee) shall have actual knowledge of the Event of Default
or (2) written notice of such Event of Default shall have
been given to the Trustee by the Company or the Guarantor or
any other obligor on such Securities, or by any Holder of
such Securities.

SECTION 904. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
Securities.

The recitals contained herein and in the Securities and
the Guarantees endorsed thereon (except the Trustee's
certificates of authentication) shall be taken as the statements
of the Company and the Guarantor, as the case may be, 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 or the Guarantees endorsed thereon. Neither Trustee
nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

SECTION 905. MAY HOLD SECURITIES.

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

SECTION 906. MONEY HELD IN TRUST.

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

SECTION 907. COMPENSATION AND REIMBURSEMENT.

The Company and the Guarantor jointly and severally
agree

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

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

(c) to indemnify the Trustee and hold it harmless from
and against, any loss, liability or expense reasonably
incurred without negligence, wilful misconduct or bad faith
on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts
hereunder, 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 and the Guarantor under this Section, the Trustee
shall have a lien prior to the Securities upon all property and
funds held or collected by the Trustee as such, other than
property and funds held in trust under Section 703 (except moneys
payable to the Company as provided in Section 703).

SECTION 908. DISQUALIFICATION; CONFLICTING INTERESTS.

If the Trustee shall have or acquire any conflicting
interest within the meaning of the Trust Indenture Act, it shall
either eliminate such conflicting interest or resign to the
extent, in the manner and with the effect, and subject to the
conditions, provided in the Trust Indenture Act and this
Indenture. For purposes of Section 310(b)(1) of the Trust
Indenture Act and to the extent permitted thereby, the Trustee,
in its capacity as trustee in respect of the Securities of any
series, shall not be deemed to have a conflicting interest
arising from its capacity as trustee in respect of (i) the
Securities of any other series, (ii) the Trust Agreement and the
Trust Securities Guarantee Agreement pertaining to each Trust
[OTHERS].

SECTION 909. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

There shall at all times be a Trustee hereunder which
shall be

(a) a corporation organized and doing business under
the laws of the United States 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 and subject to supervision or examination by
Federal, State or District of Columbia authority, or

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

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

SECTION 910. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

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

(c) The Trustee may be removed at any time with
respect to the Securities of any series by Act of the Holders of
a majority in principal amount of the Outstanding Securities of
such series delivered to the Trustee, the Company and the
Guarantor [; provided that so long as any Preferred Securities
remain outstanding, the Trust which issued such Preferred
Securities shall not execute any Act to remove the Trustee
without the consent of the holders of a majority in aggregate
liquidation preference of Preferred Securities issued by such
Trust outstanding, obtained as provided in the Trust Agreement
pertaining to such Trust.]

(d) If at any time:

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

(2) the Trustee shall cease to be eligible under
Section 909 or Section 310(a) of the Trust Indenture Act and
shall fail to resign after written request therefor by the
Company, the Guarantor or by any such Holder, or

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

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

(e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of
Trustee for any cause (other than as contemplated by clause (y)
in subsection (d) or this Section), with respect to the
Securities of one or more series, the Company and the Guarantor,
by Board Resolutions, 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 (subject to Section 915)
there shall be only one Trustee with respect to the Securities of
any particular series) and shall comply with the applicable

requirements of Section 911. If, within one year after such
resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of
any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of
Section 911, become the successor Trustee with respect to the
Securities of such series and to that extent supersede the
successor Trustee appointed by the Company and the Guarantor. If
no successor Trustee with respect to the Securities of any series
shall have been so appointed by the Company and the Guarantor or
the Holders and accepted appointment in the manner required by
Section 911, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of
itself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

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

(g) The Company shall give notice of each resignation
and each removal of the Trustee with respect to the Securities of
any series and each appointment of a successor Trustee with
respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in Section 106.
Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its
Corporate Trust Office.

SECTION 911. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

(b) In case of the appointment hereunder of a
successor Trustee with respect to the Securities of one or more
(but not all) series, the Company, the Guarantor, the retiring
Trustee and each successor Trustee with respect to the Securities
of one or more series shall execute and deliver an indenture

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

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

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

SECTION 912. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.

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

SECTION 913. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

If the Trustee shall be or become a creditor of the
Company, the Guarantor or any other obligor upon the Securities
(other than by reason of a relationship described in Section
311(b) of the Trust Indenture Act), the Trustee shall be subject
to any and all applicable provisions of the Trust Indenture Act
regarding the collection of claims against the Company, the
Guarantor or such other obligor. For purposes of Section 311(b)
of the Trust Indenture Act (a) the term "cash transaction" shall

have the meaning provided in Rule 11b-4 under the Trust Indenture
Act, and (b) the term "self-liquidating paper" shall have the
meaning provided in Rule 11b-6 under the Trust Indenture Act.

SECTION 914. APPOINTMENT OF AUTHENTICATING AGENT.

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

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

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

Unless appointed at the request of the Company pursuant
to the last paragraph of this Section 914, the Trustee agrees to
pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, in
accordance with and subject to the provisions of Section 907.

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

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

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

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

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

By
---------------------------------
Authorized Officer

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

SECTION 915. CO-TRUSTEE AND SEPARATE TRUSTEES.

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

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

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

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

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

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

(d) no co-trustee or separate trustee hereunder shall
be personally liable by reason of any act or omission of the
Trustee, or any other such trustee hereunder, and the Trustee
shall not be personally liable by reason of any act or omission
of any such co-trustee or separate trustee; and

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

ARTICLE TEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR

SECTION 1001. LISTS OF HOLDERS.

Semiannually, not later than June 30 and December 31 in
each year, and at such other times as the Trustee may request in
writing, the Company and the Guarantor shall furnish or cause to
be furnished to the Trustee information as to the names and
addresses of the Holders, and the Trustee shall preserve such
information and similar information received by it in any other
capacity and afford to the Holders access to information so
preserved by it, all to such extent, if any, and in such manner
as shall be required by the Trust Indenture Act; provided,
however, that no such list need be furnished so long as the
Trustee shall be the Security Registrar.

SECTION 1002. REPORTS BY TRUSTEE, COMPANY AND GUARANTOR.

The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as
may be required pursuant to the Trust Indenture Act at the time
and in the manner provided pursuant thereto. Reports so required
to be transmitted at stated intervals of not more than 12 months
shall be transmitted no later than November 15 in each calendar
year with respect to the 12-month period ending on the preceding
September 15 commencing September 15, 200_. A copy of each such
report shall, at the time of such transmission to Holders, be
filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company
and the Guarantor. The Company and the Guarantor will notify the
Trustee when any Securities are listed on any stock exchange.

The Company and the Guarantor shall file with the
Trustee (within thirty (30) days after filing with the Commission
in the case of reports that pursuant to the Trust Indenture Act
must be filed with the Commission and furnished to the Trustee)
and transmit to the Holders, such other information, reports and
other documents, if any, at such times and in such manner, as
shall be required by the Trust Indenture Act. [The Company shall
notify the Trustee of the listing of any Securities on any
securities exchange.]

ARTICLE ELEVEN

CONSOLIDATION, MERGER, CONVEYANCE, OR OTHER TRANSFER

SECTION 1101. COMPANY OR GUARANTOR MAY CONSOLIDATE, ETC.,
ONLY ON CERTAIN TERMS.

Neither the Company nor the Guarantor shall consolidate
with or merge into any other Person or convey, transfer or lease
its properties and assets substantially as an entirety to any
Person, unless

(a) the Person formed by such consolidation or into
which the Company or Guarantor, as the case may be, is
merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the
Company or the Guarantor, as the case may be, substantially
as an entirety shall be a Person organized and existing
under the laws of the United States, any State thereof or
the District of Columbia, and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of and premium, if any,
and interest, if any, on all Outstanding Securities (or the
Guarantees endorsed thereon, as the case may be) and the
performance of every covenant of this Indenture on the part
of the Company or the Guarantor, as the case may be, to be
performed or observed;

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

(c) the Company or the Guarantor, as the case may be,
shall have delivered to the Trustee an Officer's Certificate
and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance or other transfer or lease
and such indenture supplemental hereto complies with this

Article and that all conditions precedent herein provided
for relating to such transactions have been complied with.

SECTION 1102. SUCCESSOR PERSON SUBSTITUTED.

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

SECTION 1103. LIMITATION.

Nothing in this Indenture shall be deemed to prevent or
restrict:

(a) any consolidation or merger after the consummation
of which the Company or the Guarantor would be the surviving
or resulting entity,

(b) any consolidation of the Company with the Guarantor
or any other Person all of the outstanding voting securities
of which are owned, directly or indirectly, by the
Guarantor; or any merger of any of such Persons into any
other of such Persons; or any conveyance or other transfer,
or lease, of properties by any thereof to any other thereof,

(c) any conveyance or other transfer, or lease, of any
part of the properties of the Company or the Guarantor which
does not constitute the entirety, or substantially the
entirety, thereof or

(d) the approval by the Company or the Guarantor of, or
the consent by the Company or the Guarantor to, any
consolidation or merger to which any direct or indirect
subsidiary or affiliate of the Company or the Guarantor, as
the case requires, may be a party or any conveyance,
transfer or lease by any such subsidiary or affiliate of any
of its assets.

ARTICLE TWELVE

SUPPLEMENTAL INDENTURES

SECTION 1201. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
HOLDERS.

Without the consent of any Holders, the Company, the
Guarantor and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

(a) to evidence the succession of another Person to
the Company or the Guarantor, as the case may be, 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 or the Guarantees endorsed thereon, all as
provided in Article Eleven; or

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

(c) to add any additional Events of Default with
respect to all or any series of Securities Outstanding
hereunder (and if such additional Events of Default are to
be for the benefit of less than all series of Securities,
stating that such additional Events of Default are expressly
being included solely for the benefit of such series); or

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

(e) to provide collateral security for the Securities
of any series; or

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

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

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

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

(j) to change any place or places where (1) the
principal of and premium, if any, and interest, if any, on
all or any series of Securities, or any Tranche thereof,
shall be payable, (2) all or any series of Securities, or
any Tranche thereof, may be surrendered for registration of
transfer, (3) all or any series of Securities, or any
Tranche thereof, may be surrendered for exchange and (4)

notices and demands to or upon the Company or the Guarantor
in respect of all or any series of Securities, or any
Tranche thereof, and this Indenture may be served; or

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

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

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

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

SECTION 1202. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

Subject to the provisions of Section 1201, with the
consent of the Holders of not less than a majority in aggregate
principal amount of the Securities of all series then Outstanding
under this Indenture, considered as one class, by Act of said
Holders delivered to the Company, the Guarantor and the Trustee,
the Company and the Guarantor, when authorized by Board
Resolutions, 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; provided, however, that if
there shall be Securities of more than one series Outstanding
hereunder and if a proposed supplemental indenture shall directly
affect the rights of the Holders of Securities of one or more,
but less than all, of such series, then the consent only of the
Holders of a majority in aggregate principal amount of the
Outstanding Securities of all series so directly affected,
considered as one class, shall be required; and provided,
further, that if the Securities of any series shall have been
issued in more than one Tranche and if the proposed supplemental
indenture shall directly affect the rights of the Holders of
Securities of one or more, but less than all, of such Tranches,
then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all Tranches so
directly affected, considered as one class, shall be required;

and provided, further, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Security of
each series or Tranche so directly affected,

(a) change the Stated Maturity of the principal of, or
any installment of principal of or interest on (except as
provided in Section 312 hereof), any Security (other than
pursuant to the terms thereof), or reduce the principal
amount thereof or the rate of interest thereon (or the
amount of any installment of interest thereon) or change the
method of calculating such rate or reduce any premium
payable upon the redemption thereof, or reduce the amount of
the principal of a Discount Security that would be due and
payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 802, or change the coin or
currency (or other property), in which any Security or any
premium or the interest thereon is payable, or impair the
right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the
case of redemption, on or after the Redemption Date), or

(b) reduce the percentage in principal amount of the
Outstanding Securities of any series [(or, if applicable, in
liquidation preference of any series of Preferred
Securities)] or any Tranche thereof, the consent of the
Holders of which is required for any such supplemental
indenture, or the consent of the Holders of which is
required for any waiver of compliance with any provision of
this Indenture or of any default hereunder and its
consequences, or reduce the requirements of Section 1304 for
quorum or voting, or

(c) modify any of the provisions of this Section,
Section 606 or Section 813 with respect to the Securities of
any series or any Tranche thereof, except to increase the
percentages in principal amount referred to in this Section
or such other Sections or to provide that other provisions
of this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Security affected
thereby; provided, however, that this clause shall not be
deemed to require the consent of any Holder with respect to
changes in the references to "the Trustee" and concomitant
changes in this Section, or the deletion of this proviso, in
accordance with the requirements of Sections 911(b) and
1201(h).

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

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 1203. EXECUTION OF SUPPLEMENTAL INDENTURES.

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

SECTION 1204. EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 1205. CONFORMITY WITH TRUST INDENTURE ACT.

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

SECTION 1206. REFERENCE IN SECURITIES TO SUPPLEMENTAL
INDENTURES.

Securities of any series, or any Tranche thereof,
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 and the Guarantor shall so determine,
new Securities of any series, or any Tranche thereof, so modified
as to conform, in the opinion of the Trustee, the Company and
Guarantor, to any such supplemental indenture may be prepared and
executed by the Company (with Guarantees of the Guarantor
endorsed thereon), and authenticated and delivered by the Trustee
in exchange for Outstanding Securities of such series or Tranche.

SECTION 1207. MODIFICATION WITHOUT SUPPLEMENTAL INDENTURE.

To the extent, if any, that the terms of any particular
series of Securities shall have been established in or pursuant
to a Board Resolution or an Officer's Certificate pursuant to a
supplemental indenture or Board Resolution as contemplated by
Section 301, and not in an indenture supplemental hereto,
additions to, changes in or the elimination of any of such terms
may be effected by means of a supplemental Board Resolution or
Officer's Certificate, as the case may be, delivered to, and
accepted by, the Trustee; provided, however, that such
supplemental Board Resolution or Officer's Certificate shall not
be accepted by the Trustee or otherwise be effective unless all
conditions set forth in this Indenture which would be required to
be satisfied if such additions, changes or elimination were
contained in a supplemental indenture shall have been
appropriately satisfied. Upon the acceptance thereof by the
Trustee, any such supplemental Board Resolution or Officer's
Certificate shall be deemed to be a "supplemental indenture" for
purposes of Section 1204 and 1206.

ARTICLE THIRTEEN

MEETINGS OF HOLDERS; ACTION WITHOUT MEETING

SECTION 1301. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

A meeting of Holders of Securities of one or more, or
all, series, or any Tranche or Tranches thereof, may be called at
any time and from time to time pursuant to this Article to make,
give or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this
Indenture to be made, given or taken by Holders of Securities of
such series or Tranches.

SECTION 1302. CALL, NOTICE AND PLACE OF MEETINGS.

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

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

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

SECTION 1303. PERSONS ENTITLED TO VOTE AT MEETINGS.

To be entitled to vote at any meeting of Holders of
Securities of one or more, or all, series, or any Tranche or
Tranches thereof, a Person shall be (a) a Holder of one or more
Outstanding Securities of such series or Tranches, or (b) a
Person appointed by an instrument in writing as proxy for a
Holder or Holders of one or more Outstanding Securities of such
series or Tranches by such Holder or Holders. The only Persons
who shall be entitled to attend any meeting of Holders of
Securities of any series or Tranche 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 the Guarantor and their counsel.

SECTION 1304. QUORUM; ACTION.

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

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

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

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

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

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

(c) The Trustee shall, by an instrument in writing,
appoint a temporary chairman of the meeting, unless the meeting
shall have been called by the Company or the Guarantor or by
Holders as provided in Section 1302(b), in which case the Company
or the Guarantor or the Holders of Securities of the series and
Tranches calling the meeting, as the case may be, shall in like
manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of
the Persons entitled to vote a majority in aggregate principal
amount of the Outstanding Securities of all series and Tranches
represented at the meeting, considered as one class.

(d) At any meeting each Holder or proxy shall be
entitled to one vote for each $1,000 principal amount of
Securities 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 chairman
of the meeting to be not Outstanding. The chairman of the
meeting shall have no right to vote, except as a Holder of a
Security or proxy.

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

SECTION 1306. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

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

SECTION 1307. ACTION WITHOUT MEETING.

In lieu of a vote of Holders at a meeting as
hereinbefore contemplated in this Article, any request, demand,
authorization, direction, notice, consent, waiver or other action
may be made, given or taken by Holders by written instruments as
provided in Section 104.

ARTICLE FOURTEEN

GUARANTEE

SECTION 1401. GUARANTEE.

The Guarantor hereby unconditionally guarantees to each
Holder of a Security authenticated and delivered by the Trustee,
and to the Trustee on behalf of such Holder, the due and punctual
payment of the principal of, and premium, if any, and interest
[including any Additional Interest], if any, on the Securities of
such series when and as the same shall become due and payable,
whether at the Stated Maturity, by declaration of acceleration,
call for redemption, or otherwise, in accordance with the terms
of such Security and of this Indenture. In case of the failure
of the Company punctually to make any such payment, the Guarantor
hereby agrees to cause such payment to be made punctually when
and as the same shall become due and payable, whether at the
Stated Maturity or by declaration of acceleration, call for
redemption or otherwise, and as if such payment were made by the
Company.

The Guarantor hereby agrees that its obligations
hereunder shall be absolute and unconditional irrespective of,
and shall be unaffected by, any invalidity, irregularity or
unenforceability of such Security or this Indenture, any failure
to enforce the provisions of such Security or this Indenture, or
any waiver, modification or indulgence granted to the Company
with respect thereto, by the Holder of such Security or the
Trustee or any other circumstance which may otherwise constitute
a legal or equitable discharge or defense of a surety or
guarantor; provided, however, that notwithstanding the foregoing,
no such waiver, modification or indulgence shall, without the
consent of the Guarantor, increase the principal amount of such
Security, or increase the interest rate thereon, or change any
redemption provisions thereof (including any change to increase
any premium payable upon redemption thereof), or change the
Stated Maturity thereof, or increase the principal amount of any
Discount Security that would be due and payable upon a
declaration of acceleration or the maturity thereof pursuant to
Article Eight of this Indenture.

The Guarantor hereby waives the benefits of diligence,
presentment, demand for payment, any requirement that the Trustee
or any of the Holders exhaust any right or take any action
against the Company or any other Person, filing of claims with a
court in the event of insolvency or bankruptcy of the Company,
any right to require a proceeding first against the Company,
protest or notice with respect to any Security or the
indebtedness evidenced thereby and all demands whatsoever, and
covenants that this Guarantee will not be discharged in respect
of any Security except by complete performance of the obligations
contained in such Security and in this Guarantee. This Guarantee
shall constitute a guaranty of payment and not of collection.
The Guarantor hereby agrees that, in the event of a default in
payment of principal, or premium, if any, or interest, if any, on
any Security, whether at its Stated Maturity, by declaration of
acceleration, call for redemption, or otherwise, legal
proceedings may be instituted by the Trustee on behalf of, or by,
the Holder of such Security, subject to the terms and conditions
set forth in this Indenture, directly against the Guarantor to

enforce this Guarantee without first proceeding against the
Company.

The obligations of the Guarantor hereunder with respect
to any Security shall be continuing and irrevocable until the
date upon which the entire principal of, premium, if any, and
interest on such Security has been, or has been deemed pursuant
to the provisions of Article Seven of this Indenture to have
been, paid in full or otherwise discharged.

The Guarantor shall be subrogated to all rights of the
Holders of the Securities upon which its Guarantee is endorsed
against the Company in respect of any amounts paid by the
Guarantor on account of such Securities pursuant to the
provisions of its Guarantee or this Indenture; provided, however,
that the Guarantor shall not be entitled to enforce or to receive
any payments arising out of, or based upon, such right of
subrogation until the principal of, and premium, if any, and
interest, if any, on all Securities issued hereunder shall have
been paid in full.

This Guarantee shall remain in full force and effect
and continue notwithstanding any petition filed by or against the
Company for liquidation or reorganization, the Company becoming
insolvent or making an assignment for the benefit of creditors or
a receiver or trustee being appointed for all or any significant
part of the Company's assets, and shall, to the fullest extent
permitted by law, continue to be effective or reinstated, as the
case may be, if at any time payment of any Security, is, pursuant
to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any Holder of such Security,
whether as a "voidable preference," "fraudulent transfer," or
otherwise, all as though such payment or performance had not been
made. In the event that any payment, or any part thereof, is
rescinded, reduced, restored or returned on a Security, such
Security shall, to the fullest extent permitted by law, be
reinstated and deemed paid only by such amount paid and not so
rescinded, reduced, restored or returned.

SECTION 1402. GUARANTEE SUBORDINATE TO SENIOR INDEBTEDNESS OF
THE GUARANTOR.

The Guarantor, for itself, its successors and assigns,
covenants and agrees, and each Holder of the Securities of each
series, by its acceptance thereof, likewise covenants and agrees,
that the payment under the Guarantee of the principal of and
premium, if any, and interest [including any Additional
Interest], if any, on each and all of the Securities is hereby
expressly subordinated and subject to the extent and in the
manner set forth in this Article, in right of payment to the
prior payment in full of all Senior Indebtedness of the
Guarantor.

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

SECTION 1403. PAYMENT OVER OF PROCEEDS OF SECURITIES.

In the event (a) of any insolvency or bankruptcy
proceedings or any receivership, liquidation, reorganization or
other similar proceedings in respect of the Guarantor or a
substantial part of its property, or of any proceedings for
liquidation, dissolution or other winding up of the Guarantor,
whether or not involving insolvency or bankruptcy, or (b) subject
to the provisions of Section 1404, that (i) a default shall have
occurred with respect to the payment of principal of or interest
on or other monetary amounts due and payable on any Senior
Indebtedness of the Guarantor, or (ii) there shall have occurred

a default (other than a default in the payment of principal or
interest or other monetary amounts due and payable) in respect of
any Senior Indebtedness of the Guarantor, as defined therein or
in the instrument under which the same is outstanding, permitting
the holder or holders thereof to accelerate the maturity thereof
(with notice or lapse of time, or both), and such default shall
have continued beyond the period of grace, if any, in respect
thereof, and, in the cases of subclauses (i) and (ii) of this
clause (b), such default shall not have been cured or waived or
shall not have ceased to exist, or (c) that the principal of and
accrued interest on the Securities of any series shall have been
declared due and payable pursuant to Section 801 and such
declaration shall not have been rescinded and annulled as
provided in Section 802, then:

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

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

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

giving effect to any concurrent payment or
distribution (or provision therefor) to the
holders of such Senior Indebtedness of the
Guarantor.

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

For purposes of this Article only, the words "cash,
property or securities" shall not be deemed to include shares of
stock of the Guarantor as reorganized or readjusted, or
securities of the Guarantor or any other corporation provided for
by a plan or reorganization or readjustment which are subordinate
in right of payment to all Senior Indebtedness of the Guarantor
which may at the time be outstanding to the same extent as, or to
a greater extent than, the Guarantee of the Securities are so
subordinated as provided in this Article. The consolidation of
the Guarantor with, or the merger of the Guarantor into, another
corporation or the liquidation or dissolution of the Guarantor
following the conveyance or transfer of its property as an
entirety, or substantially as an entirety, to another corporation
upon the terms and conditions provided for in Article Eleven
hereof shall not be deemed a dissolution, winding-up, liquidation
or reorganization for the purposes of this Section 1403 if such
other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in
Article Eleven hereof. Nothing in Section 1402 or in this
Section 1403 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 907.

SECTION 1404. DISPUTES WITH HOLDERS OF CERTAIN SENIOR
INDEBTEDNESS OF THE GUARANTOR.

Any failure by the Guarantor to make any payment on or
perform any other obligation in respect of Senior Indebtedness of
the Guarantor, other than any indebtedness incurred by the
Guarantor or assumed or guaranteed, directly or indirectly, by
the Guarantor for money borrowed (or any deferral, renewal,
extension or refunding thereof) or any other obligation as to
which the provisions of this Section shall have been waived by
the Guarantor in the instrument or instruments by which the
Guarantor incurred, assumed, guaranteed or otherwise created such
indebtedness or obligation, shall not be deemed a default under
clause (b) of Section 1403 if (i) the Guarantor shall be
disputing its obligation to make such payment or perform such
obligation and (ii) either (A) no final judgment relating to such
dispute shall have been issued against the Guarantor which is in
full force and effect and is not subject to further review,
including a judgment that has become final by reason of the
expiration of the time within which a party may seek further
appeal or review, or (B) in the event that a judgment that is
subject to further review or appeal has been issued, the
Guarantor shall in good faith be prosecuting an appeal or other
proceeding for review and a stay or execution shall have been
obtained pending such appeal or review.

SECTION 1405. SUBROGATION.

Senior Indebtedness of the Guarantor shall not be
deemed to have been paid in full unless the holders thereof shall
have received cash (or securities or other property satisfactory
to such holders) in full payment of such Senior Indebtedness of
the Guarantor then outstanding. Upon the payment in full of all
Senior Indebtedness of the Guarantor, the rights of the Holders
of the Securities shall be subrogated to the rights of the

holders of Senior Indebtedness of the Guarantor to receive any
further payments or distributions of cash, property or securities
of the Guarantor applicable to the holders of the Senior
Indebtedness of the Guarantor until all amounts owing on the
Securities shall be paid in full; and such payments or
distributions of cash, property or securities received by the
Holders of the Securities, by reason of such subrogation, which
otherwise would be paid or distributed to the holders of such
Senior Indebtedness of the Guarantor shall, as between the
Guarantor, its creditors other than the holders of Senior
Indebtedness of the Guarantor, and the Holders, be deemed to be a
payment by the Guarantor to or on account of Senior Indebtedness
of the Guarantor, it being understood that the provisions of this
Article are and are intended solely for the purpose of defining
the relative rights of the Holders, on the one hand, and the
holders of the Senior Indebtedness of the Guarantor, on the other
hand.

SECTION 1406. OBLIGATION OF THE GUARANTOR UNCONDITIONAL.

Nothing contained in this Article or elsewhere in this
Indenture or in the Guarantee is intended to or shall impair, as
among the Guarantor, its creditors other than the holders of
Senior Indebtedness of the Guarantor and the Holders, the
obligation of the Guarantor, which is absolute and unconditional,
to pay to the Holders, pursuant to the terms of the Guarantee,
the principal of and interest on the Securities as and when the
same shall become due and payable in accordance with their terms,
or is intended to or shall affect the relative rights of the
Holders and creditors of the Guarantor other than the holders of
Senior Indebtedness of the Guarantor, nor shall anything herein
or therein prevent the Trustee or any Holder from exercising all
remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article
of the holders of Senior Indebtedness of the Guarantor in respect
of cash, property or securities of the Guarantor received upon
the exercise of any such remedy.

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

SECTION 1407. PRIORITY OF SENIOR INDEBTEDNESS OF THE GUARANTOR
UPON MATURITY.

Upon the maturity of the principal of any Senior
Indebtedness of the Guarantor by lapse of time, acceleration or
otherwise, all matured principal of Senior Indebtedness of the
Guarantor and interest and premium, if any, thereon shall first
be paid in full before any payment of principal or premium, if
any, or interest, if any, is made upon the Securities under the
Guarantee.

SECTION 1408. TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS OF THE
GUARANTOR.

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

SECTION 1409. NOTICE TO TRUSTEE TO EFFECTUATE SUBORDINATION.

unless and until the Trustee shall have received written notice
thereof from the Guarantor, from a Holder or from a holder of any
Senior Indebtedness of the Guarantor or from any representative
or representatives of such holder and, prior to the receipt of
any such written notice, the Trustee shall be entitled, subject
to Section 901, in all respects to assume that no such facts
exist; provided, however, that, if prior to the fifth Business
Day preceding the date upon which by the terms hereof any such
moneys may become payable for any purpose, or in the event of the
execution of an instrument pursuant to Section 702 acknowledging
satisfaction and discharge of this Indenture, then if prior to
the second Business Day preceding the date of such execution, the
Trustee shall not have received with respect to such moneys the
notice provided for in this Section, then, anything herein
contained to the contrary notwithstanding, the Trustee may, in
its discretion, receive such moneys and/or apply the same to the
purpose for which they were received, and shall not be affected
by any notice to the contrary, which may be received by it on or
after such date; provided, however, that no such application
shall affect the obligations under this Article of the persons
receiving such moneys from the Trustee.

SECTION 1410. MODIFICATION, EXTENSION, ETC. OF SENIOR
INDEBTEDNESS OF THE GUARANTOR.

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

SECTION 1411. TRUSTEE HAS NO FIDUCIARY DUTY TO HOLDERS OF SENIOR
INDEBTEDNESS OF THE GUARANTOR.

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

SECTION 1412. PAYING AGENTS OTHER THAN THE TRUSTEE.

In case at any time any Paying Agent other than the
Trustee shall have been appointed by the Guarantor and be then
acting hereunder, the term "Trustee" as used in this Article
shall in such case (unless the context shall otherwise require)
be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if
such Paying Agent were named in this Article in addition to or in
place of the Trustee; provided, however, that Sections 1408, 1409
and 1410 shall not apply to the Guarantor if it acts as Paying
Agent.

SECTION 1413. RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS OF THE
GUARANTOR NOT IMPAIRED.

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

SECTION 1414. EFFECT OF SUBORDINATION PROVISIONS; TERMINATION.

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

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

SECTION 1415. EXECUTION AND DELIVERY OF GUARANTEE.

The Guarantee to be endorsed on the Securities of each
series shall include the terms of the Guarantee set forth in this
Article Fourteen and any other terms that may be set forth as
established pursuant to Section 301. The Guarantor hereby agrees
to execute its Guarantee, in a form established pursuant to
Section 201, to be endorsed on each Security authenticated and
delivered by the Trustee.

The Guarantee shall be executed on behalf of the
Guarantor by an Authorized Officer of the Guarantor. The
signature of any such officer on the Guarantee may be manual or
facsimile.

A Guarantee bearing the manual or facsimile signature
of an individual who was at the time of execution an Authorized
Officer of the Guarantor shall bind the Guarantor,
notwithstanding that any such individual has ceased to be an
Authorized Officer prior to the authentication and delivery of
the Security on which such Guarantee is endorsed or was not an
Authorized Officer at the date of such Guarantee.

The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery
of the Guarantee endorsed thereon on behalf of the Guarantor.
The Guarantor hereby agrees that its Guarantee set forth in this
Article Fourteen shall remain in full force and effect
notwithstanding any failure to endorse a Guarantee on any
Security. The Guarantor by its execution of this Indenture
hereby authorizes the Company, in the name and on behalf of the
Guarantor, to confirm the applicable Guarantee to the Holder of
each Security authenticated and delivered hereunder by its
execution and delivery of each such Security, with such Guarantee
endorsed thereon, authenticated and delivered by the Trustee.

ARTICLE FIFTEEN

SUBORDINATION OF SECURITIES

SECTION 1501. SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS OF
THE COMPANY.

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

SECTION 1502. PAYMENT OVER OF PROCEEDS OF SECURITIES.

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

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

(2) any payment by, or distribution of
assets of, the Company of any kind or character,
whether in cash, property or securities, to which
any Holder or the Trustee would be entitled except
for the provisions of this Article, shall be paid
or delivered by the person making such payment or
distribution, whether a trustee in bankruptcy, a
receiver or liquidating trustee or otherwise,
directly to the holders of such Senior
Indebtedness of the Company or their
representative or representatives or to the

trustee or trustees under any indenture under
which any instruments evidencing any of such
Senior Indebtedness of the Company may have been
issued, ratably according to the aggregate amounts
remaining unpaid on account of such Senior
Indebtedness of the Company held or represented by
each, to the extent necessary to make payment in
full of all Senior Indebtedness of the Company
remaining unpaid after giving effect to any
concurrent payment or distribution (or provision
therefor) to the holders of such Senior
Indebtedness of the Company, before any payment or
distribution is made to the Holders of the
indebtedness evidenced by the Securities or to the
Trustee under this Indenture; and

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

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

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

SECTION 1503. DISPUTES WITH HOLDERS OF CERTAIN SENIOR
INDEBTEDNESS OF THE COMPANY.

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

SECTION 1504. SUBROGATION.

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

SECTION 1505. OBLIGATION OF THE COMPANY UNCONDITIONAL.

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

Upon any payment or distribution of assets or
securities of the Company referred to in this Article, the
Trustee and the Holders shall be entitled to rely upon any order
or decree of a court of competent jurisdiction in which such
dissolution, winding up, liquidation or reorganization
proceedings are pending for the purpose of ascertaining the

persons entitled to participate in such distribution, the holders
of the Senior Indebtedness of the Company and other indebtedness
of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon, and all other facts
pertinent thereto or to this Article.

SECTION 1506. PRIORITY OF SENIOR INDEBTEDNESS OF THE COMPANY
UPON MATURITY.

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

SECTION 1507. TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS OF THE
COMPANY.

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

SECTION 1508. NOTICE TO TRUSTEE TO EFFECTUATE SUBORDINATION.

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

SECTION 1509. MODIFICATION, EXTENSION, ETC. OF SENIOR
INDEBTEDNESS OF THE COMPANY.

The holders of Senior Indebtedness of the Company may,
without affecting in any manner the subordination of the payment
of the principal of and premium, if any, and interest, if any, on
the Securities, at any time or from time to time and in their
absolute discretion, agree with the Company to change the manner,
place or terms of payment, change or extend the time of payment
of, or renew or alter, any Senior Indebtedness of the Company, or
amend or supplement any instrument pursuant to which any Senior
Indebtedness of the Company is issued, or exercise or refrain
from exercising any other of their rights under the Senior

Indebtedness of the Company including, without limitation, the
waiver of default thereunder, all without notice to or assent
from the Holders or the Trustee.

SECTION 1510. TRUSTEE HAS NO FIDUCIARY DUTY TO HOLDERS OF SENIOR
INDEBTEDNESS OF THE COMPANY.

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

SECTION 1511. PAYING AGENTS OTHER THAN THE TRUSTEE.

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

SECTION 1512. RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS OF THE
COMPANY NOT IMPAIRED.

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

SECTION 1513. EFFECT OF SUBORDINATION PROVISIONS; TERMINATION.

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

ARTICLE SIXTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 1601. LIABILITY SOLELY CORPORATE.

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

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

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

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

PP&L CAPITAL FUNDING, INC.

By:
-----------------------------
Name:
[SEAL] Title:

ATTEST:

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

PP&L RESOURCES, INC.

By:
-----------------------------
[SEAL] Name:
title:
ATTEST:

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

THE CHASE MANHATTAN BANK,
as Trustee

By:
-----------------------------
Name:
Title:
[SEAL]

ATTEST

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

THE CHASE MANHATTAN BANK, Trustee SUBORDINATED INDENTURE Dated as of ------------------------- TABLE OF CONTENTS

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