Common use of Forms Generally Clause in Contracts

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

Forms Generally. The As to each series of Securities, (i) the Securities of each such series and the Trustee's certificate of authentication shall be in substantially the forms form set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, and (ii) if the Securities of such series are to be guaranteed by the Guarantees of any Guarantor as provided in each Section 3.01 and the terms of such Securities provide for the endorsement thereon or attachment thereto of Guarantees by such Guarantor, such Guarantees to be endorsed on or attached to such Securities shall be in substantially such form as shall be established by or pursuant to a Guarantor’s Board Resolution of such Guarantor or in one or more indentures supplemental hereto, in the case of (i) or (ii), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such securitiesSecurities or Guarantees, respectively, as evidenced by their execution of the Securitiesthereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 3.03 for the authentication and delivery of such Securities. The Trustee's certificates If the form of authentication any Guarantees by any Guarantor to be endorsed on Securities of any series is established by action taken pursuant to a Guarantor’s Board Resolution of such Guarantor, a copy of an appropriate record of such action shall be substantially in certified by the form set forth in this ArticleSecretary or an Assistant Secretary of such Guarantor and delivered to the Trustee at or prior to the delivery of the Guarantor Order contemplated by Section 3.03 for the authentication and delivery of such Securities with such Guarantee endorsed thereon. For purposes hereof, a Guarantee that is endorsed on, or otherwise attached to, a Security shall be deemed “endorsed” on such Security. The definitive Securities and any Guarantees endorsed thereon shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such SecuritiesSecurities or, if such Guarantees by any Guarantor are executed by such Guarantor, by the officers of such Guarantor executing such Guarantees, respectively, as evidenced by their execution of such SecuritiesSecurities or, if such Guarantees by any Guarantor are executed by such Guarantor, by the officers of such Guarantor executing such Guarantees, respectively. Securities distributed Anything herein to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust contrary notwithstanding, there shall be distributed in the form of one no requirement that any Security have endorsed thereon or more Global Securities registered in the name attached thereto a Guarantee or a notation of a Depositary Guarantee, but such a Guarantee or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form notation of a Global Security Guarantee may be endorsed thereon or any other form intended to facilitate book-entry trading in beneficial interests in such Securitiesattached thereto as contemplated by this Section 2.01.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securitiessecurities.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication coupons, if any, to be attached thereto shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as the Company may deem appropriate or as may be required to comply with any applicable tax laws law, rule or regulation or with the rules or usage of any securities exchange or Depository therefor or as may, consistently herewith, be determined by the officers executing such securitiesSecurities and coupons, if any, as evidenced by their execution of the SecuritiesSecurities and coupons, if any. If the form of temporary Securities of any series is are issued as permitted by Section 3.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and coupons, if any, of any series are established by, or by action taken pursuant to to, a Board Resolution, a copy of the Board Resolution, and, if such Board Resolution delegates a particular action to another Person, an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or coupons, if any, shall be certified by the Corporate Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to for the authentication and delivery of such Securities. The Trustee's certificates of authentication Unless otherwise specified as contemplated by Section 3.1, Bearer Securities shall be substantially in the form set forth in this Articlehave interest coupons attached. The definitive Securities and coupons, if any, shall be typeset, printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedor medium, all as determined by the officers executing such SecuritiesSecurities and coupons, if any, as evidenced by their execution of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nomineeand coupons, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securitiesif any.

Forms Generally. The As to each series of Securities, (i) the Securities of each such series and the Trustee's certificate of authentication shall be in substantially the forms form set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, and (ii) if the Securities of such series are to be guaranteed by the Guarantees of any Guarantor as provided in each Section 301 and the terms of such Securities provide for the endorsement thereon or attachment thereto of Guarantees by such Guarantor, such Guarantees to be endorsed on or attached to such Securities shall be in substantially such form as shall be established by or pursuant to a Guarantor’s Board Resolution of such Guarantor or in one or more indentures supplemental hereto, in the case of (i) or (ii), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such securitiesSecurities or Guarantees, respectively, as evidenced by their execution of the Securitiesthereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such Securities. The Trustee's certificates If the form of authentication any Guarantees by any Guarantor to be endorsed on Securities of any series is established by action taken pursuant to a Guarantor’s Board Resolution of such Guarantor, a copy of an appropriate record of such action shall be substantially in certified by the form set forth in this ArticleSecretary or an Assistant Secretary of such Guarantor and delivered to the Trustee at or prior to the delivery of the Guarantor Order contemplated by Section 303 for the authentication and delivery of such Securities with such Guarantee endorsed thereon. For purposes hereof, a Guarantee that is endorsed on, or otherwise attached to, a Security shall be deemed “endorsed” on such Security. The definitive Securities and any Guarantees endorsed thereon shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such SecuritiesSecurities or, if such Guarantees by any Guarantor are executed by such Guarantor, by the officers of such Guarantor executing such Guarantees, respectively, as evidenced by their execution of such SecuritiesSecurities or, if such Guarantees by any Guarantor are executed by such Guarantor, by the officers of such Guarantor executing such Guarantees, respectively. Securities distributed Anything herein to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust contrary notwithstanding, there shall be distributed in the form of one no requirement that any Security have endorsed thereon or more Global Securities registered in the name attached thereto a Guarantee or a notation of a Depositary Guarantee, but such a Guarantee or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form notation of a Global Security Guarantee may be endorsed thereon or any other form intended to facilitate book-entry trading in beneficial interests in such Securitiesattached thereto as contemplated by this Section 201.

Forms Generally. The Securities of each series Notes and the Trustee's ’s certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Supplemental Indenture, or as may reasonably be required by the Depositary and are not prejudicial to the beneficial holders of the Notes, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesNotes, as evidenced by their execution of the SecuritiesNotes (but which shall not affect the rights or duties of the Trustee). If Any portion of the form of Securities text of any series is established by action taken pursuant to a Board ResolutionNote may be set forth on the reverse thereof, a copy of with an appropriate record of such action shall be certified by reference thereto on the Secretary or an Assistant Secretary face of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this ArticleNote. The definitive Securities Notes shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders methods or may be produced in any other manner permitted by the rules of the Depositary or any securities exchange on which the Securities Notes may be listed, all as determined by the officers executing such SecuritiesNotes, as evidenced by their execution of such SecuritiesNotes. Securities distributed to holders of Global Capital Securities (as defined The Notes shall be in registered form and shall initially be registered in the applicable Trust Agreement) upon name of the dissolution of an Issuer Trust Depositary or its nominee. The Notes shall be distributed issued initially as Book-Entry Securities in the form of one or more Global Securities registered substantially in the name form set forth in this Article delivered to the Depositary or a nominee thereof as custodian therefor and held by the Depositary or a nominee thereof for the applicable Clearing Agency Participants, and duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Depositary for such Global Securities shall be CDS. The aggregate principal amount of a the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, and deposited with or of the Securities RegistrarTrustee, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts its nominee, as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securitieshereinafter provided.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders of Global Capital Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of an the Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Preferred Securities other than Global Capital Preferred Securities upon the dissolution of an the Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

Forms Generally. (a) The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this ArticleArticle II, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. . (b) The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. . (c) Securities distributed to holders of Global Capital Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of an the Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Preferred Securities other than Global Capital Preferred Securities upon the dissolution of an the Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws laws, banking laws, or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange exchange, if any, on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 3.03 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders of Global book-entry Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with held by such Depositary, Depositary for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global book-entry Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

Forms Generally. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication each series and related coupons shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution of the Company or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the SecuritiesCompany. If the form forms of Securities or coupons of any series is are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The Trustee's certificates certificate of authentication on all Securities shall be in substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methodsand coupons, if required by any securities exchange on which the Securities may be listedany, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such Securities, as evidenced by their execution of such SecuritiesSecurities or coupons. Securities distributed to holders of Global Capital Securities (as defined A Security may be in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in substantially the form of attached as Exhibit A hereto, or a Security may be in any form established by or pursuant to authority granted by one or more Global Securities registered Board Resolutions and set forth in the name of a Depositary an Officers' Certificate or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary supplemental indenture pursuant to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such SecuritiesSection 3.1.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be substantially in substantially the forms set forth in this Articleform attached as Exhibit A, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations provisions as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securitiesthereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 303 with respect to the authentication and delivery of such Securities. The Trustee's certificates certificate of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed typewritten or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. The Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall each series will initially be distributed issued in the form of one or more Global Securities. Each such Global Security shall represent such of the Outstanding Securities registered in of such series as shall be specified therein and each shall provide that it shall represent the name aggregate amount of a Depositary Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amounts of Outstanding Securities of such series represented thereby may from time to time be reduced or its nominee, and deposited with the Securities Registrarincreased, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct)appropriate. Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a The Global Security or any other form intended to facilitate book-entry trading Securities evidencing the Securities of a series (and all Securities issued in beneficial interests exchange therefore) shall bear the legend indicated in such SecuritiesSection 202.

Forms Generally. (1) The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication each series and related coupons shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution of the Company or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the SecuritiesCompany. If the form forms of Securities or coupons of any series is are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. (2) Unless otherwise specified as contemplated by Section 3.1, Securities in bearer form shall have interest coupons attached. (3) The Trustee's certificates ’s certificate of authentication on all Securities shall be in substantially in the form set forth in this Article. . (4) The definitive Securities and coupons shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such SecuritiesSecurities or coupons. Securities distributed to holders of Global Capital Securities (as defined A Security may be in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in substantially the form of attached as Schedule A hereto, or a Security may be in any form established by or pursuant to authority granted by one or more Global Securities registered Board Resolutions and set forth in the name of a Depositary an Officers’ Certificate or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary supplemental indenture pursuant to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such SecuritiesSection 3.1.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders of Global Capital Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Preferred Securities other than Global Capital Preferred Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in fully registered form and in substantially the forms set forth in this Article, or in such other form or forms (including temporary or permanent global form) as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such securitiesSecurities, as evidenced by their execution of the Securities. If temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of (or any such action temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this ArticleSecurities (or any such temporary global Security). The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. Form of such SecuritiesTrustee's Certificate of Authentication. Securities distributed to holders The Trustee's certificate of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust authentication shall be distributed in substantially the form of following form: "This is one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed of the series designated therein referred to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form within-mentioned Indenture. Chase Bank of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such SecuritiesTexas, National Association as Trustee By ----------------------------------------------- Authorized Signatory."

Forms Generally. The definitive Securities of each series and the Trustee's certificate of authentication shall be in substantially the form or forms set forth thereof established in this Articlethe indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in such other form or forms as shall be established by or an Officer's Certificate pursuant to a such supplemental indenture or Board Resolution or in one or more indentures supplemental heretoResolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series is are established by action taken in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, a copy of an appropriate record of such action Board Resolution and Officer's Certificate, if any, shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such Securities. The Trustee's certificates Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of authentication each series shall be substantially issuable in the registered form set forth in this Articlewithout coupons. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other such manner permitted by the rules of any securities exchange on which the Securities may as shall be listed, all as determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust authentication shall be distributed in substantially the form of set forth below: This is one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed of the series desig- nated therein referred to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate bookwithin-entry trading in beneficial interests in such Securities.mentioned Indenture. Dated: --------------------------------- as Trustee By: ----------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The Debt Securities and the Coupons, if any, of each series and the Trustee's certificate of authentication shall be substantially in substantially the forms set forth in this Articleof Exhibit A and B hereto, respectively, or in such other form or forms as shall be established by in or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with and shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange on which any series of the Debt Securities may be listed, or to conform to usage, all as may, consistently herewith, be determined by the officers executing such securities, Debt Securities and Coupons as conclusively evidenced by their execution of the Securitiessuch Debt Securities and Coupons. If the form of Debt Securities or Coupons (or any Global Note) of any series is established by action taken in or pursuant to a Board Resolution, a copy of an appropriate record of such action Board Resolution shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee Trustee, together with an Officers' Certificate setting forth the form of such series, at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 3.03 for the authentication and delivery of such SecuritiesDebt Securities (or any such Global Note) or Coupons. The Trustee's certificates Unless otherwise specified as contemplated by Section 3.01, Bearer Securities (other than in global form) shall have Coupons attached. Subject to Section 3.04, the definitive Debt Securities and Coupons, if any, of authentication shall be substantially in the form set forth in this Article. The definitive Securities each series shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange methods on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such SecuritiesDebt Securities and Coupons, as conclusively evidenced by their execution of such Securities. Debt Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such SecuritiesCoupons.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. The Securities distributed to holders shall be known as the "Series C Senior Discount Notes due 2008." The Securities and the Trustee's certificate of Global Capital Securities (as defined authentication shall be substantially in the applicable Trust Agreementform annexed hereto as Exhibit A. The Securities may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, notations, numbers or other marks of identification and such legends or endorsements placed thereon as the Company may deem appropriate (and as are not prohibited by the terms of this Indenture) upon or as may be required or appropriate to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange on which such Securities may be listed, or to conform to general usage, or as may, consistently herewith, be determined by the dissolution officers executing such Securities, as evidenced by their execution of such Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an Issuer Trust appropriate reference thereto on the face of the Security. The Company shall approve the form of the Securities and any notation, legend or endorsement on the Securities. Each Security shall be distributed dated the date of its authentication. The terms and provisions contained in the form of one or more the Securities annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. Each of the Company and the Trustee, by its execution and delivery of this Indenture, expressly agrees to the terms and provisions of the Securities applicable to it and to be bound thereby. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Security in registered form, substantially in the form set forth in Exhibit A (the "Global Securities Security"), registered in the name of a the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount at maturity of the Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct)hereinafter provided. Securities distributed issued pursuant to holders of Capital Securities other than Section 306 or Section 307 in exchange for interests in the Global Capital Securities upon the dissolution of an Issuer Trust Security shall not be issued in the form of a Global Security or any other permanent certificated Securities in registered form intended to facilitate book-entry trading in beneficial interests substantially the form set forth in such SecuritiesExhibit A (the "PHYSICAL SECURITIES").

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or automated quotation system on which the Securities may be listed or traded or as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange or automated quotation system on which the Securities may be listedlisted or traded, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange or automated quotation system on which the Securities may be listedlisted or traded, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

Forms Generally. The Securities of each series and the Trustee's certificate ’s certificates of authentication shall be in substantially the forms set forth in this Article, Article Two or in such other form or forms as shall be established by or pursuant to a Board Resolution Resolutions or in one or more supplemental indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company Issuer and each Guarantor and delivered to the Trustee at or prior to the delivery of the Company Issuer Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such Securities. The Trustee's certificates Guarantees of authentication the Guarantors expressed in Article Thirteen shall be substantially in establish such Guarantees with respect to the Securities of each series without any further notation or endorsement of or attachment to the form set forth of any Security. Likewise, the Guarantees of any other Guarantor created by the acceptance of the terms of Article Thirteen expressed in this Articlean applicable Board Resolution of such Guarantor in accordance with Section 301 or indenture supplemental hereto shall establish its Guarantee with respect to the Securities of the relevant series without any further notation or endorsement of or attachment to the form of any Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 303 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securitiessecurities.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms form set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securitiesthereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders of Global Capital Trust Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust book-entry form shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Security Registrar, as custodian for such Depositary, or with held by such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Trust Preferred Securities other than Global Capital Securities upon the dissolution of an Issuer Trust held in non book-entry definitive form shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

Forms Generally. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication each series and related coupons shall be in substantially the forms set forth in this Article, form (including temporary or in such other form or forms permanent global form) as shall be established by or pursuant to a Board Resolution of the Company or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture (including the notations thereon relating to the Subsidiary Guarantees contemplated by Section 205), 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 applicable tax laws law, or with the rules of any securities exchange or to conform to general usage, all as may, consistently herewith, be determined by the officers executing such securitiesSecurities or coupons, as evidenced by their execution of the SecuritiesSecurities or coupons. If the form of temporary Securities of any series is are issued in global form as permitted by Section 304, the form thereof shall be established by action taken pursuant to a Board Resolution, a as provided in the preceding sentence. A copy of an appropriate record the Board Resolution of the Company establishing the forms of Securities or coupons of any series (or any such action temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such SecuritiesSecurities (or any such temporary global Security) or coupons. The Trustee's certificates of authentication Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall be substantially in the form set forth in this Articlehave interest coupons attached. The definitive Securities and coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such SecuritiesSecurities or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution of such SecuritiesSecurities or coupons or notations of Subsidiary Guarantees, as the case may be. Securities distributed to holders SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust authentication shall be distributed in substantially the form of following form: "This is one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed of the series designated therein referred to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate bookwithin-entry trading in beneficial interests in such Securitiesmentioned Indenture. THE FIRST NATIONAL BANK OF CHICAGO, AS TRUSTEE By ___________________________ AUTHORIZED OFFICER."

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or automated quotation system on which the Securities may be listed or traded as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as conclusively evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange or automated quotation system on which the Securities may be listedlisted or traded, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange or automated quotation system on which the Securities may be listedlisted or traded, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be substantially in substantially the forms set forth in this Articleform attached as Exhibit A, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations provisions as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securitiesthereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 303 with respect to the authentication and delivery of such Securities. The Trustee's certificates certificate of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved on a steel engraved border or on steel engraved borders or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. The Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall each series will initially be distributed issued in the form of one or more Global Securities. Each such Global Security shall represent such of the Outstanding Securities registered in of such series as shall be specified therein and each shall provide that it shall represent the name aggregate amount of a Depositary Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amounts of Outstanding Securities of such series represented thereby may from time to time be reduced or its nominee, and deposited with the Securities Registrarincreased, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct)appropriate. Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a The Global Security or any other form intended to facilitate book-entry trading Securities evidencing the Securities of a series (and all Securities issued in beneficial interests exchange therefore) shall bear the legend indicated in such SecuritiesSection 202.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be substantially in substantially the forms set forth in this Articleform attached as Exhibit A, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations provisions as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securitiesthereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 303 with respect to the authentication and delivery of such Securities. The Trustee's certificates ’s certificate of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed typewritten or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. The Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall each series will initially be distributed issued in the form of one or more Global Securities. Each such Global Security shall represent such of the Outstanding Securities registered in of such series as shall be specified therein and each shall provide that it shall represent the name aggregate amount of a Depositary Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amounts of Outstanding Securities of such series represented thereby may from time to time be reduced or its nominee, and deposited with the Securities Registrarincreased, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct)appropriate. Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a The Global Security or any other form intended to facilitate book-entry trading Securities evidencing the Securities of a series (and all Securities issued in beneficial interests exchange therefor) shall bear the legend indicated in such SecuritiesSection 202.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securitiessecurities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication coupons, if any, to be attached thereto shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities and coupons, if any, as evidenced by their execution of the SecuritiesSecurities and coupons, if any. If Unless otherwise provided as contemplated in Section 3.1, Securities will be issued only in registered, certificated form without coupons or in the form of one or more global securities. If temporary Securities of any series is are issued as permitted by Section 3.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and coupons, if any, of any series are established by, or by action taken pursuant to to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or coupons, if any, shall be certified by the Corporate Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to for the authentication and delivery of such Securities. The Trustee's certificates of authentication Unless otherwise specified as contemplated by Section 3.1, Bearer Securities shall be substantially in the form set forth in this Articlehave interest coupons attached. The definitive Securities and coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such SecuritiesSecurities and coupons, if any, as evidenced by their execution of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nomineeand coupons, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securitiesif any.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms form set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or automated quotation system on which the Securities of such series may be listed or traded or Depositary therefor or as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securitiesthereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such Securities. The Trustee's certificates definitive Securities of authentication each series shall be substantially in the form set forth in this Article. The definitive Securities shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange or automated quotation system on which the Securities of such series may be listedlisted or traded, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange or automated quotation system on which the Securities of such series may be listedlisted or traded, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders SECTION 202. Form of Global Capital Securities Face of Security. [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.] NORAM ENERGY CORP. (as defined in the applicable Trust Agreement) upon the dissolution Title of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may directSecurity). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

Forms Generally. The Securities of each series and, if applicable, the notations of Subsidiary Guarantees to be endorsed thereon, and the Trustee's ’s certificate of authentication shall be in substantially the forms form set forth in this ArticleArticle Two, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or automated quotation system on which the Securities of such series may be listed or traded or the rules of any Depositary therefor or as may, consistently herewith, be determined to be appropriate by the officers executing such securitiesSecurities or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution of the Securitiesthereof. If the form or forms of Securities of any series is are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such Securities. The Trustee's certificates definitive Securities of authentication each series shall be substantially in the form set forth in this Article. The definitive Securities shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods, or engraved on steel engraved borders, if required by any securities exchange or automated quotation system on which the Securities of such series may be listedlisted or traded, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange or automated quotation system on which the Securities of such series may be listedlisted or traded, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders SECTION 202. Form of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution Face of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct)Security. Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such SecuritiesNo. $ CUSIP No.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or automated quotation system on which the Securities may be listed or traded or as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange or automated quotation system on which the Securities may be listedlisted or traded, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange or automated quotation system on which the Securities may be listedlisted or traded, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securitiessecurities.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in fully registered form and in substantially the forms set forth in this Article, or in such other form or forms (including temporary or permanent global form) as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such securitiesSecurities, as evidenced by their execution of the Securities. If temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of (or any such action temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this ArticleSecurities (or any such temporary global Security). The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the following form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK, as Trustee By:______________________________ Authorized Signatory" SECTION 203. Securities in Global Form. If Securities of a series are issuable in global form, as contemplated by Section 301, then, notwithstanding clause (10) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such Securitiesseries as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges or redemptions. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities distributed represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified in such Security or in a Company Order to holders be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Global Capital Securities (as defined Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified in such Security or in the applicable Trust Agreement) upon Company Order. With respect to the dissolution Securities of an Issuer Trust shall be distributed any series that are represented by a Security in global form, the Company authorizes the execution and delivery by the Trustee of a letter of representations or other similar agreement or instrument in the form of one or more Global Securities registered customarily provided for by the Depositary appointed with respect to such global Security. Any Security in global form may be deposited with the name of a Depositary or its nominee, or may remain in the custody of the Security Custodian therefor pursuant to an agreement between the Trustee and deposited the Depositary. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 103 and need not be accompanied by an Opinion of Counsel. Members of, or participants in, the Securities Registrar, as custodian for such Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Security issued in global form held on their behalf by the Depositary, or with the Security Custodian as its custodian, or under such Depositaryglobal Security, and the Depositary may be treated by the Company, the Security Custodian and any agent of the Company or the Trustee as the absolute owner of such global Security for credit all purposes whatsoever. Notwithstanding the foregoing, (i) the registered holder of a Security of any series issued in global form may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder of such series is entitled to take under this Indenture or the Securities of such series and (ii) nothing herein shall prevent the Company, the Security Custodian or any agent of the Company or the Security Custodian, from giving effect to any written certification, proxy or other authorization furnished by the Depositary to or shall impair, as between the respective accounts Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Security. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities represented thereby of that series in an aggregate principal amount equal to the principal amount of such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered from time to time in accordance with instructions given to the Trustee and the Depositary (which instructions shall be in writing but need not comply with Section 103 or be accompanied by an Opinion of Counsel) by the Depositary or such other accounts depositary as they shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, a like aggregate principal amount of other definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged; provided, however, that no such exchanges may directoccur during a period beginning at the opening of business 15 days before any selection of Securities of that series is to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such permanent global Security marked to evidence the partial exchange shall be returned by the Trustee to the Depositary or such other depositary referred to above in accordance with the instructions of the Company referred to above. If a definitive Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, transfers of a Security issued in global form shall be limited to transfers of such global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Security issued in global form may be transferred in accordance with the rules and procedures of the Depositary. Securities of any series shall be transferred to all beneficial owners of a global Security of such series in exchange for their beneficial interests in that global Security if, and only if, either (1) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the global Security of such series or at any time the Depositary ceases to be registered under the Exchange Act, (2) an Event of Default, or an event which, with notice or the lapse of time or both, would constitute an Event of Default, has occurred with respect to such series and is continuing and the Security Registrar has received a request from the Depositary or the Trustee to issue Securities of such series in lieu of all or a portion of that global Security (in which case the Company shall deliver Securities of such series within 30 days of such request) or (3) the Company determines in its sole discretion that a global Security shall be exchangeable for definitive Securities in registered form. In connection with any transfer of a portion of the beneficial interest in a global Security of any series to beneficial owners pursuant to this Section 203, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of the global Security of that series in an amount equal to the principal amount of the beneficial interest in the global Security of that series to be transferred, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of Securities of that series shall authenticate and deliver, one or more Securities of the same series of like tenor and amount. In connection with the transfer of all the beneficial interests in a global Security of any series to beneficial owners pursuant to this Section 203, the global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the global Security, an equal aggregate principal amount of Securities of that series of authorized denominations. Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Securities of any series by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to such Securities. Neither the Company nor the Trustee shall be liable for any delay by the related global Security Holder or the Depositary in identifying the beneficial owners, and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such global Security Holder or the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Securities to be issued). The provisions of the last sentence of Section 303 shall apply to any Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 103 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities distributed represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Sections 201 and 307, unless otherwise specified as contemplated by Section 301, payment of principal of, premium (if any) and interest on or any Additional Amounts with respect to holders any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Capital Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or of the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities other than represented by a global Security as shall be specified in a written statement, if any, of the Holder of such global Security which is produced to the Security Registrar by such Holder. Global Capital Securities upon the dissolution of an Issuer Trust shall not may be issued in the form of a Global Security either temporary or any other form intended to facilitate book-entry trading permanent form. Permanent global Securities will be issued in beneficial interests in such Securities.definitive form. ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series and the Trustee's certificate of authentication shall be in substantially the form or forms set forth thereof established in this Articlethe indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in such other form or forms as shall be established by or an Officer's Certificate of the Company pursuant to a such supplemental indenture or Board Resolution or in one or more indentures supplemental heretoResolution, in each case with such appropriate terms, insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers Person executing such securitiesSecurities, as evidenced by their execution thereof. The Guarantees to be endorsed on such Securities shall be in substantially the form or forms thereof established in an indenture supplemental hereto establishing such series or in an Officer's Certificate of the SecuritiesGuarantor delivered to the Trustee in connection with the establishment of such series, in each case with such appropriate terms, insertions, omissions, substitutions and other variations as may be determined by the Authorized Officer signing such supplemental indenture or Officer's Certificate, and may have such letters, numbers or other marks of identification and such legends or endorsements place thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Person executing such Guarantees. If the form or forms of Securities of any series is or Guarantees endorsed thereon, as the case may be, are established by action taken in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, a copy of an appropriate record of such action Board Resolution and Officer's Certificate, if any, shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such Securities. The Trustee's certificates Unless otherwise specified as contemplated by Section 301 or clause (g) of authentication Section 1201, the Securities of each series shall be substantially issuable in the registered form set forth in this Articlewithout coupons. The definitive Securities and Guarantees endorsed thereon shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other such manner permitted by the rules of any securities exchange on which the Securities may as shall be listed, all as determined by the officers Person executing such SecuritiesSecurities or Guarantees, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust authentication shall be distributed in substantially the form of set forth below: This is one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed of the series designated therein and the Guarantee thereof referred to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate bookwithin-entry trading in beneficial interests in such Securities.mentioned Indenture. Dated: --------------------------------- as Trustee By: ___________________________ Authorized Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms form as set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary secretary or an Assistant Secretary assistant secretary of the Company and set forth in an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 3.02 for the authentication and delivery of such Securities. The Trustee's certificates ’s certificate of authentication on all Securities shall be in substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed Western Digital Corporation, a Delaware corporation (the “Company”), for value received, hereby promises to holders pay to , or its registered assigns, the principal sum of Global Capital Securities dollars ($ ) on , [if this Security is to bear interest prior to Maturity, insert – ,and to pay interest thereon, as defined provided on the reverse hereof, until the principal and any unpaid and accrued interest are paid or duly provided for. Interest Payment Dates: and , with the first payment to be made , . Regular Record Dates: and .] [If this Security is not to bear interest prior to Maturity, insert – The principal of this Security shall not bear interest [if applicable, insert – except in the applicable Trust Agreement) case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the dissolution overdue principal and any overdue premium shall bear interest at the rate of an Issuer Trust % per annum (to the extent that the payment of such interest shall be distributed in legally enforceable), from the form dates such amounts are due until they are paid or made available for payment].] The provisions on the back of one or more Global Securities registered in this certificate are incorporated as if set forth on the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securitiesface hereof.

Forms Generally. The Securities of each series and the --------------- Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 3.03 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders of Global book-entry Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with held by such Depositary, Depositary for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global book-entry Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

Forms Generally. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, and the coupons, if any, appertaining thereto, of authentication each series shall be in substantially the forms set forth in this Article, or in such other form or forms (including global form) as shall be established by or pursuant delivery to a Board Resolution the Trustee of an Officers' Certificate or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities or coupons, as evidenced by their execution of the SecuritiesSecurities or coupons. If the form forms of the Securities or coupons of any series is are established by action taken pursuant to a Board Resolutionan Officers' Certificate, a copy of an appropriate record of such action Officers' Certificate shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such SecuritiesSecurities or coupons. The Trustee's certificates of authentication Unless otherwise specified as contemplated by Section 301, Bearer Securities shall be substantially in the form set forth in this Articlehave interest coupons attached. The definitive Securities and coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders methods or may be produced in any other manner manner, provided, that such method is permitted by the rules of any securities exchange on which the such Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. SECTION 202. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities distributed of the series designated therein referred to holders in the within-mentioned Indenture. The Bank of New York, as Trustee By:_________________________________ Authorized Signatory SECTION 203. Securities in Global Capital Form. If Securities of a series are issuable in temporary or definitive global form, as specified as contemplated by Section 301, then, notwithstanding Clause (10) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as defined shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner, and upon instructions given by such Person or Persons, as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner, and upon instructions given by the Person or Persons, specified therein or in the applicable Trust Agreement) upon Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the dissolution Company with respect to endorsement, or delivery or redelivery, of an Issuer Trust a Security in global form shall be distributed in writing, but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form, if such Security was never issued and sold by the Company, and the Company delivers to the Trustee the Security in global form, together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the form principal amount of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct)and the written statement contemplated by the last sentence of Section 303. Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such ARTICLE THREE The Securities.

Forms Generally. The Securities of each series Participation Certificates and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Agreement 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 applicable tax laws or the rules of any securities exchange or as maymay be required by law or any rule or regulation pursuant thereto, consistently herewith, all as may be determined by the officers executing such securitiesParticipation Certificates, as evidenced by their execution of the SecuritiesParticipation Certificates. If Any portion of the form of Securities text of any series is established by action taken pursuant to a Board ResolutionParticipation Certificate may be set forth on the reverse thereof, a copy of with an appropriate record of such action shall be certified by reference thereto on the Secretary or an Assistant Secretary face of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this ArticleParticipation Certificate. The definitive Securities Participation Certificates shall be printed, lithographed or engraved on steel engraved borders or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders methods or may be produced in any other manner permitted by the rules of any securities exchange Section 202. Form of Face of Participation Certificates. SCHERING-PLOUGH CORPORATION PARTICIPATION RIGHTS No. Certificate for Participation Rights This certifies that , or registered assigns (the "Holder"), is the registered holder of the number of Participation Rights ("PRs") set forth above. Each PR entitles the Holder, subject to the provisions contained herein and in the Agreement referred to on which the reverse hereof, to payment from Schering-Plough Corporation, a New Jersey corporation (the "Company"), with respect to any Contingent Payment Period ending on or after the date of this Participation Certificate, Contingent Payments at the times and in the amounts specified in Section 301 of the Agreement. Payment of said Contingent Payments shall be made, net of any applicable withholding taxes, at the offices or agencies of the Company maintained for that purpose in The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, provided, that such payments shall be made, unless the Trustee shall agree otherwise, by check mailed to the address of the person entitled thereto as such address shall appear on the Securities may be listedRegister of the Company. The Chase Manhattan Bank (National Association) has been appointed as paying agent in The City of New York, all as determined by the officers executing such Securities, as evidenced by their execution of such SecuritiesNew York. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary Reference is hereby made to the respective accounts further provisions of the beneficial owners PRs set forth on the reverse hereof which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by or on behalf of the Securities Trustee referred to on the reverse hereof by manual signature, the PRs represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust by this Participation Certificate shall not be issued in entitled to any benefit under the form of a Global Security Agreement, or be valid or obligatory for any other form intended to facilitate book-entry trading in beneficial interests in such Securitiespurpose.

Forms Generally. The Definitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities or notations of each series Subsidiary Guarantees, as the case may be, as evidenced by their execution of such Securities or notations of Subsidiary Guarantees, as the case may be. Securities (including the notations thereon relating to the Subsidiary Guarantees and the Trustees certificate of authentication) bought and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Securities substantially in the form set forth in Exhibit A attached hereto deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Subject to the limitation set forth in Section 2.2, the principal amount of the Global Securities may be increased or decreased from time to time by adjustments made on the records of the Trustee as custodian for the Depositary, as hereinafter provided. Securities (including the notations thereon relating to any Subsidiary Guarantees and the Trustees certificate of authentication) offered and sold other than as described in the preceding paragraph shall be issued in the form of Definitive Securities in registered form in substantially the form set forth in Exhibit A. The Securities, the notations thereon relating to any Subsidiary Guarantees and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental Exhibit A attached hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution of the SecuritiesSecurities or notations of Subsidiary Guarantees, as the case may be. If Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The Securities may also have set forth on the reverse side thereof a form of Securities of any series is established assignment and forms to elect purchase by action taken the Company pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company Sections 9.15 and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities9.16 hereof.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms form set forth in this Article, or in such other form (including temporary or forms permanent global form) as shall be established by or pursuant to a Board Resolution an Authorization of the Company or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or Depositary or as may, consistently herewith, be determined by the officers an Authorized Representative executing such securitiesSecurities pursuant to this Indenture, as evidenced by their its execution of the Securitiesthereof. If the form forms of Securities of any series is are established by action taken pursuant to a Board Resolutionan Authorization, a copy of an appropriate record of such action shall be certified by any Authorized Representative of the Secretary Company or an Assistant Secretary the secretary or assistant secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 3.03 for the authentication and delivery of such Securities. The Trustee's certificates Any such Board Resolution or other document evidencing an Authorization shall have addressed thereto a true and correct copy of authentication shall be substantially in the form set forth in this Articleof Security referred to therein approved by or pursuant to such Authorization. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Upon their original issuance, any Rule 144A Securities distributed to holders and any Initial Regulation S Securities of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust any series shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a separate Global Security or any Securities. The Global Securities representing Rule 144A Securities, together with their Successor Securities which are Global Securities other form intended to facilitate book-entry trading in beneficial interests in such than Regulation S Global Securities and SEC Registered Securities, are collectively herein called the "Restricted Global Securities". The Global Securities representing Initial Regulation S Securities, together with their Successor Securities which are Global Securities other than Restricted Global Securities and SEC Registered Securities, are collectively herein called the "Regulation S Global Securities".

Forms Generally. The Securities of each series Certificates and the Trustee's Certificate Registrar’s certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Agreement or as may in the Trustee’s or the Depositor’s judgment be necessary, appropriate or convenient to permit any of the Certificates to be issued and sold to or held in a form other than fully-registered form by non-United States Persons, to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to distributions on any of the Certificates or to comply, or facilitate compliance, with other applicable laws, 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 applicable tax laws or the rules of any securities exchange on which any of the Certificates may be listed, or as may, consistently herewith, be determined by the officers executing such securitiesCertificates, as evidenced by their execution thereof. While Certificates may contain any of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 above-referenced provisions with respect to Certificates issued in a form other than fully-registered form, no Certificates may actually be issued in such form until the authentication and delivery of Trustee shall have executed an appropriate amendment to this Agreement pursuant to Section 12.01(5) providing for such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Articleissuance. The definitive Securities Regular Certificates shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders methods or may be produced in any other manner permitted by the rules of any securities exchange on which any of the Securities Regular Certificates may be listed, all as determined by the officers executing such SecuritiesCertificates, as evidenced by their execution of thereof. The definitive Residual Certificates may be produced in any manner permitted for the definitive Regular Certificates or may be typewritten, all as determined by the officers executing such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities RegistrarCertificates, as custodian for such Depositary, or with such Depositary, for credit evidenced by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securitiestheir execution thereof.

Forms Generally. (a) The Security Certificates representing Securities of each series and the Trustee's certificate of authentication Series shall be in substantially the forms set forth in this Article, or in such other form or forms (not inconsistent with this Indenture) as shall be established by or pursuant to a Board Resolution Resolution, an Officer’s Certificate or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture (the provisions of which shall be appropriate to reflect the terms of each Series of Securities, including the Currency or denomination, which may be Dollars or any Foreign Currency) and may have imprinted or otherwise reproduced thereon such letterslegend or legends, numbers or other marks not inconsistent with the provisions of identification and such legends or endorsements placed thereon this Indenture, as may be required to comply with applicable tax laws any law or the with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may, consistently herewith, may be determined by the officers Officer executing such securities, Security Certificates as evidenced by their such Officer’s execution of the SecuritiesSecurities Certificates. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities Definitive Certificates shall be printed, lithographed or lithographed, engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedin accordance with this Indenture, all as determined by the officers Officer executing such Securities, Definitive Certificates as evidenced by their such Officer’s execution of such Securities. Definitive Certificates. (b) Notwithstanding anything to the contrary contained herein, Securities distributed of any Series issued in a transaction exempt from or not subject to holders the registration requirements of Global Capital the Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust Act shall be distributed in the form of initially represented by one or more Restricted Global Certificates which shall contain the Global Certificate Legend thereon and a “Schedule of Exchanges of Interests in the Global Certificate.” Each Global Certificate shall represent such aggregate principal amount of the outstanding Securities of such Series as shall be specified therein and each shall provide that (together with any other Global Certificate representing Securities of such Series) it shall represent the aggregate principal amount of outstanding Securities of such Series from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities of such Series represented thereby may, from time to time, be reduced or increased, as appropriate, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Certificate to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Securities represented thereby shall be made by the Trustee or the Custodian in connection with any transfer of a beneficial interest therein pursuant to Section 2.8 hereof. (i) This Section 2.1(c) shall apply only to Securities represented by Global Certificates. Participants and Indirect Participants shall have no rights under this Indenture or with respect to any Global Certificate held on their behalf by the Depositary or by the Custodian, and the Depositary (or its nominee) shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Securities represented by such Global Certificate for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants or Indirect Participants, the Applicable Procedures or the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Certificate. (ii) Except as provided in Section 2.8(a) hereof, all of the Securities of any Series represented by a Global Certificate or Global Certificates shall be registered in the Securities Register in the name of Cede & Co., as nominee of the Depositary; provided, that if the Depositary shall request that the Securities of such Series represented by such Global Certificate or Global Certificates be registered in the name of a different nominee, the Trustee shall exchange all or any portion of the Securities of such Series represented by such Global Certificate or Global Certificates for an equal aggregate principal amount of Securities of such Series represented by a Global Certificate or Global Certificates registered in the name of such different nominee. No Person other than the Depositary or its nomineenominee shall be entitled to receive from the Company or the Trustee either a Global Certificate or any other evidence of ownership of the Securities of such Series, and deposited or any right to receive any payment in respect thereof, unless the Depositary or its nominee shall transfer ownership of record of all or any portion of the Securities of such Series on the Securities Register as provided in Section 2.8(a) hereof or otherwise in accordance with the Global Certificate Legend. (iii) So long as any Securities Registrarof a Series are registered in the name of the Depositary or any nominee thereof, all payments of the principal or redemption price of, or interest on, such Securities shall be made to the Depositary or its nominee in accordance with any Letter of Representations, as custodian applicable, on the dates provided for such Depositarypayments in accordance with the terms of this Indenture. Each such payment to the Depositary or its nominee shall be valid and effective to fully discharge all liability of the Company and the Trustee with respect to such payment of the principal or redemption price of, or with interest on, the Securities of such DepositarySeries to the extent of the sum or sums so paid. In the event of the redemption of less than all of the Securities of any Series outstanding, for credit the Trustee shall not require surrender by the Depositary or its nominee of the Global Certificates representing Securities of such Series so redeemed, but the Depositary (or its nominee) or the Custodian, if applicable, may retain each such Global Certificate and make an appropriate notation on each such Global Certificate (or on the books and records of the Trustee, Custodian and/or Registrar in accordance with the procedures of the Depositary) as to the respective accounts amount of such partial redemption; provided, that the beneficial owners Depositary (or its nominee) shall deliver, or cause to be delivered, to the Trustee, a written confirmation of such partial redemption and thereafter the records maintained by the Trustee shall be conclusive as to the amount of the Securities represented thereby of such Series which have been redeemed. (iv) The Company and the Trustee may treat the Depositary (or its nominee) as the sole and exclusive Holder and owner of the Securities of any Series registered in its name (or the name of its nominee) for the purposes of payment of the principal or redemption price of, or interest on, the Securities of such Series, selecting the Securities of such Series or portions thereof to be redeemed, giving any notice permitted or required to be given to Holders under this Indenture, registering the transfer of Securities of any Series, obtaining any consent or other accounts action to be taken by Holders and for all other purposes whatsoever; and neither the Company nor the Trustee shall be affected by any notice to the contrary. Neither the Company nor the Trustee shall have any responsibility or obligation to any Participant or Indirect Participant, any person claiming a beneficial ownership interest in the Securities of such Series under or through the Depositary or any Participant or Indirect Participant, or any other person which is not shown on the Securities Register as they being a Holder, with respect to (A) the Securities of such Series, (B) the accuracy of any records maintained by the Depositary or any Participant or Indirect Participant, (C) the payment by the Depositary or any Participant or Indirect Participant of any amount in respect of the principal or redemption price of, or interest on, the Securities of such Series, (D) any notice which is permitted or required to be given to Holders under this Indenture, (E) the selection by the Depositary or any Participant or Indirect Participant of any Person to receive payment in the event of a partial redemption of the Securities of such Series or (F) any consent given or other action taken by the Depositary as Holder. (v) So long as the Securities of any Series or any portion thereof are registered in the name of the Depositary or any nominee thereof, all notices required or permitted to be given to the Holders of such Securities under this Indenture shall be given to the Depositary at its address shown in the Securities Register (or in any other manner in accordance with the procedures of the Depositary) or as provided in any Letter of Representations, as applicable. (vi) If so required by the Applicable Procedures at or prior to settlement for the Securities of any Series subject to this Section 2.1(c), the Company shall execute, or signify their approval of, a letter of representations (the “Letter of Representations”) applicable to the Securities of such Series. (d) The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream, or any successor publications, shall be applicable to transfers of beneficial interests in Global Certificates that are held by Participants through Euroclear or Clearstream. (e) The Company shall exchange Global Certificates representing Securities of any Series for Definitive Certificates of such Series only if: (i) at any time the Depositary notifies the Company that it is unwilling or unable to continue to act as Depositary for the Global Certificates of such Series or if at any time the Depositary shall no longer be eligible to act as such because it ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company shall not have appointed a successor Depositary within 90 days after the Company receives such notice; (ii) an Event of Default with respect to the Securities of such Series has occurred and is continuing; or (iii) the Company, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Certificates under this Indenture (although Regulation S Global Certificates at the Company’s election pursuant to this clause (iii) may directnot be exchanged for Definitive Certificates prior to (x) the expiration of the Restricted Period and (y) the completion of all applicable requirements under Rule 903(b)(2) under the Securities Act). Securities distributed to holders . (f) Upon the occurrence of Capital Securities other than Global Capital Securities any of the events set forth in clauses (i), (ii) or (iii) of paragraph (e) of this Section 2.1, the Company shall execute, and, upon the dissolution receipt of an Issuer Trust order in accordance with Section 2.4 hereof, the Trustee shall not be issued authenticate and deliver, Definitive Certificates that the Company has delivered to the Trustee representing Securities of such Series, in authorized denominations, in an aggregate principal amount equal to the form principal amount of such Holder’s Global Certificates representing Securities of such Series in exchange for such Global Certificates. (g) Upon the exchange of a Global Security or any other form intended Certificate representing Securities of a Series for Definitive Certificates representing Securities of such Series, Securities represented by such Global Certificates shall be canceled by the Trustee. Securities represented by Definitive Certificates of a Series issued in exchange for a Global Certificate of such Series pursuant to facilitate book-entry trading in beneficial interests this Section 2.1 shall be registered in such Securitiesnames and in such authorized denominations as the Depositary, pursuant to instructions from its Participants or its Applicable Procedures, shall instruct the Trustee in writing. The Trustee or such agent shall deliver such Definitive Certificates to or as directed in writing by the Persons in whose names such Securities represented by the Definitive Certificates are so registered or to the Depositary.

Forms Generally. The definitive Securities of each series and the Trustee's certificate of authentication shall be in substantially the form or forms set forth thereof established in this Articlethe indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in such other form or forms as shall be established by or an Officer's Certificate pursuant to a such supplemental indenture or Board Resolution or in one or more indentures supplemental heretoResolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series is are established by action taken in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, a copy of an appropriate record of such action Board Resolution and Officer's Certificate, if any, shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such Securities. The Trustee's certificates Unless otherwise specified as contemplated by Sections 301 or 1201(g), the Securities of authentication each series shall be substantially issuable in the registered form set forth in this Articlewithout coupons. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other such manner permitted by the rules of any securities exchange on which the Securities may as shall be listed, all as determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust authentication shall be distributed in substantially the form of set forth below: This is one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed of the series designated therein referred to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate bookwithin-entry trading in beneficial interests in such Securities.mentioned Indenture. Dated: _________________________________ as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders of Global Capital Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of an the Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Preferred Securities other than Global Capital Preferred Securities upon the dissolution of an the Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange methods on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner provided that it is permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securitiesthereof. Upon their original issuance, Rule 144A Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed issued in the form of one or more Global Securities registered in the name of a Depositary DTC, as Depositary, or its nominee, nominee and deposited with the Securities RegistrarTrustee, as custodian for such Depositary, or with such DepositaryDTC, for credit by DTC to the Depositary respective accounts of beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Such Global Securities, together with their Successor Securities which are Global Securities other than the Regulation S Global Security, are collectively herein called the "Restricted Global Security". Upon their original issuance, Regulation S Securities shall be issued in the form of one or more Global Securities registered in the name of DTC, as depositary, or its nominee and deposited with the Trustee, as custodian for DTC, for credit to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct), provided that upon such deposit all such Securities shall be credited to or through accounts maintained at DTC by or on behalf of Euroclear or Cedel. Such Global Securities, together with their Successor Securities distributed to holders of Capital which are Global Securities, are collectively herein called the "Regulation S Global Security". Upon their original issuance, Other Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or in any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

Forms Generally. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication each series and the coupons, if any, appertaining thereto shall be in substantially the forms set forth in this Article, or in such other form or forms (including temporary or permanent global form) as shall be established by or pursuant to a Board Resolution (and set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in such Board Resolution, in an Officers' Certificate as to such establishment) or in one or more supplemental indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon thereon, as may be required to comply with applicable tax laws any law or with any rules or regulations pursuant thereto, or with the rules of any securities exchange exchange, or as may, consistently herewith, be determined by the officers executing such securitiesSecurities or coupons, as evidenced by their execution of the Securitiessuch Securities or coupons. If the form of The Securities of any each series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary issuable as Registered Securities without coupons or an Assistant Secretary of the Company and delivered to the Trustee at as Bearer Securities with or prior to the delivery of the Company Order contemplated by Section 3.3 without coupons. Unless otherwise specified with respect to the authentication Securities of a series as contemplated by Section 3.01, Bearer Securities (other than Global Securities) will have coupons attached and delivery Bearer Securities that are Global Securities will not have coupons attached. Registered Securities and Bearer Securities of a series may, to the extent specified with respect to the Securities of such series, as contemplated by Section 3.01, be issued as Global Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities and coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange methods on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such SecuritiesSecurities and coupons, as evidenced by their execution of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securitiescoupons.

Forms Generally. (a) The Securities of each series and the Trustee's certificate of authentication Units shall be substantially in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and of Exhibit A. The Unit Certificates may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the officers of the Corporation executing the Securities constituting a part thereof may approve (execution thereof to be conclusive evidence of such approval) and that are not inconsistent with the provisions of this Agreement, or as may be required to comply with applicable tax laws any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization on which the rules Units may be listed or quoted or of any securities exchange depository or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered conform to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. general usage. (b) The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities Unit Certificates shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such SecuritiesUnit Certificates, as evidenced by their execution of the Securities constituting a part of the Units evidenced by such Securities. Securities distributed to holders of Global Capital Securities Unit Certificates. (as defined in the applicable Trust Agreementc) upon the dissolution of an Issuer Trust The Units shall be distributed issued initially as Global Units in fully registered form. A beneficial interest in a Unit may not be exchanged for a Definitive Unit, except as provided in Section 2.11. The Corporation shall execute, and the form of Trustee and Warrant Agent shall, in accordance with Section 2.06, authenticate and countersign, respectively, and deliver one or more global Unit Certificates (comprised of [list constituent Global Securities Securities]) that (i) shall evidence all of the Units issued, shall be registered in the name of a the Depositary or its nominee, and deposited with shall be delivered by the Securities Registrar, as custodian for Agent to the Depositary or pursuant to such Depositary's instructions and shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Units in definitive registered form, or with such Depositary, for credit this Unit Certificate may not be transferred except as a whole by the Depositary to the respective accounts nominee of the beneficial owners Depositary or by a nominee of the Securities represented thereby (Depositary to the Depositary or such other accounts as they may direct). Securities distributed to holders another nominee of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in Depositary or by the form of a Global Security Depositary or any other form intended such nominee to facilitate book-entry trading in beneficial interests in a successor Depositary or a nominee of such Securitiessuccessor Depositary."

Forms Generally. The Securities of each series and the Trustee's certificate ’s certificates of authentication shall be in substantially the forms set forth in this ArticleArticle II, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange methods on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. The Rule 144A Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall initially be distributed in the form of represented by one or more Securities in registered, global form without coupons (collectively, the “Restricted Global Security”). The Regulation S Securities shall be represented by one or more Securities in registered, global form without interest coupons (collectively, the “Regulation S Global Security” and, together with the Restricted Global Security, the “Global Securities”). The Global Securities shall be deposited upon issuance with the Trustee as custodian for DTC and registered in the name of a Depositary DTC or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, in each case for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form account of a Global Security direct or any other form intended to facilitate book-entry trading indirect participant in beneficial interests in such SecuritiesDTC as described below.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates certificate of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securitiessecurities. Securities distributed to holders of Global Book-Entry Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer a USF&G Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary Depository or its nominee, and deposited with the Securities Security Registrar, as custodian for such DepositaryDepository, or with held by such DepositaryDepository, for credit by the Depositary Depository to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Book-Entry Capital Securities upon the dissolution of an Issuer a USF&G Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

Forms Generally. The Securities of each series may be issued as Registered Securities without coupons attached, or Bearer Securities with or without coupons attached, or both, and may be issued in whole or in part in the Trustee's certificate form of authentication one or more global Securities as shall be specified as contemplated by Section 2.02. In the absence of any contrary provisions with respect to the Securities of any series, the Securities shall be issued as Registered Securities and shall not be issuable upon the exercise of warrants. Bearer Securities shall be issued with coupons attached unless otherwise provided with respect to the Securities of any series as contemplated by Section 2.02. The Securities of each series (including any temporary global Securities) and related coupons, if any, shall be in substantially one of the forms set forth in this Article, or in such other form or forms as shall be established from time to time by or pursuant to a resolution of the Board Resolution of Directors or in or pursuant to one or more indentures supplemental hereto, in each case with which shall set forth the information required by Section 2.02. The Securities and coupons, if any, shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or by a resolution of the Board of Directors and may have such lettersnotations, numbers or other marks of identification and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws by law, stock exchange rule or usage. The Company shall approve the rules form or forms of Securities and any securities exchange coupons appertaining thereto and any notation, legend or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securitiesendorsement on them. If the form or forms of Securities of any series is or coupons are established by action taken pursuant to a resolution of the Board Resolutionof Directors or indenture supplemental hereto, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the written order of the Company Order contemplated by Section 3.3 with respect to 2.04 for the authentication and delivery of such SecuritiesSecurities or coupons. The Subject to Section 2.05, the form of the Trustee's certificates certificate of authentication to be borne by the Securities shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of follows: CERTIFICATE OF AUTHENTICATION This is one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed of the series designated herein referred to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form within-mentioned Indenture. The Bank of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such SecuritiesNew York as Trustee By __________________________________ Authorized Signatory Section 2.02.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates certificate of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securitiessecurities.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 3.03 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of or any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders of Global book-entry Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with held by such Depositary, Depositary for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global book-entry Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in fully registered form and in substantially the forms set forth in this Article, or in such other form or forms as shall be (including temporary or permanent global form) established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and . The Securities may have such lettersnotations, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any by law, securities exchange rule, the Partnership’s certificate of limited partnership, agreement of limited partnership or as mayother similar governing documents, consistently herewithagreements to which the Partnership is subject, be determined by if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the officers executing such securities, as evidenced by their execution Partnership). A copy of the Securities. If Board Resolution establishing the form or forms of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Partnership Order contemplated by Section 3.3 with respect to 2.04 for the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities of each series shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers Officers executing such Securities, as evidenced by their execution thereof. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], as Trustee. By: Authorized Signatory” Execution, Authentication, Delivery and Dating. Two Officers of Energy Transfer Partners, L.L.C. shall sign the Securities on behalf of the Partnership and, with respect to the Guarantees of the Securities, two Officers of Energy Transfer Partners, L.L.C. shall sign the Securities on behalf of such SecuritiesSubsidiary Guarantor, in each case by manual or facsimile signature. Securities distributed If an Officer of Energy Transfer Partners, L.L.C. whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to holders of Global Capital Securities (as defined in any benefit under this Indenture or the applicable Trust Agreement) upon related Guarantees or be valid or obligatory for any purpose until authenticated by the dissolution manual signature of an Issuer Trust authorized signatory of the Trustee, which signature shall be distributed conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Partnership, and the Partnership delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 12.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Partnership, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture or the related Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the Partnership may deliver Securities of any series executed by the Partnership and each Subsidiary Guarantor to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon a Partnership Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Partnership Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Partnership Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Partnership or its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Global Securities registered Board Resolutions as permitted by Section 2.01, in the name of a Depositary or its nomineeauthenticating such Securities, and deposited with accepting the Securities Registraradditional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Partnership Order referred to above and the other documents required by Section 12.04), and (subject to Section 7.01) shall be fully protected in relying upon: an Officers’ Certificate setting forth the Board Resolution and, if applicable, an appropriate record of any action taken pursuant thereto, as custodian for such Depositary, or with such Depositary, for credit contemplated by the Depositary last paragraph of Section 2.01; and an Opinion of Counsel to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.effect that:

Forms Generally. The Securities of each series shall be issuable in registered form without coupons and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a one or more Board Resolution Resolutions or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed printed, lithographed or engraved thereon as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. The Securities shall be issued, except as mayotherwise provided with respect to any series of Securities pursuant to Section 2.03, consistently herewith, be determined in the denomination of $1,000 and any larger denomination which is an integral multiple of $1,000 approved by the officers executing Company, such securities, as approval to be evidenced by their the execution thereof. The person in whose name any Security is registered at the close of business on any record date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date, notwithstanding the cancellation of such Security upon any transfer or exchange subsequent to such record date and prior to such interest payment date, unless such Security is redeemed on a date fixed for redemption after such record date and prior to such interest payment date; provided, however, that if and to the extent the Company shall fail to pay on any interest payment date the interest due on such date, such defaulted interest shall be paid to the persons in whose names outstanding Securities are registered at the close of business on the tenth day preceding the date of payment of such defaulted interest or, at the election of the Securities. If Company, to the form of persons in whose names outstanding Securities of any series is are registered on a subsequent record date established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified notice given by the Secretary mail by or an Assistant Secretary on behalf of the Company and delivered to the Trustee holders of such Securities not less than 10 days preceding such subsequent record date, which subsequent record date shall precede by at or prior least 10 days the date of payment of such defaulted interest. Such notice shall be given to the delivery persons in whose names such outstanding Securities are registered at the close of business on the fifth Business Day next preceding the date of the Company Order contemplated by Section 3.3 mailing of such notice. Except as otherwise provided with respect to any series of Securities pursuant to Section 2.03, interest on the authentication and delivery Securities of such Securities. The Trustee's certificates of authentication each series shall be substantially in computed on the form set forth in this Articlebasis of a 360- day year consisting of twelve 30-day months. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, methods on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. The Trustee's certificate of authentication on all Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in substantially the form of following form: This is one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts of the series designated herein issued under the Indenture described herein. THE BANK OF NEW YORK, as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.Trustee By ________________________ Authorized Signatory Dated _____________________

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this ArticleSection 2.5. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be substantially in substantially the forms set forth in this Articleform attached as Exhibit A, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations provisions as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securitiesthereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 303 with respect to the authentication and delivery of such Securities. The Trustee's certificates ’s certificate of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved on a steel engraved border or on steel engraved borders or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Except as otherwise specified as contemplated by Section 301 for Securities distributed to holders of Global Capital any series, the Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall each series will initially be distributed issued in the form of one or more Global Securities. Each such Global Security shall represent such of the Outstanding Securities registered in of such series as shall be specified therein and each shall provide that it shall represent the name aggregate amount of a Depositary Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amounts of Outstanding Securities of such series represented thereby may from time to time be reduced or its nomineeincreased, and deposited with as appropriate. Except as otherwise specified as contemplated by Section 301 for the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by of any series the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading Global Securities evidencing the Securities of a series (and all Securities issued in beneficial interests exchange therefore) shall bear the legend indicated in such SecuritiesSection 202.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates certificate of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securitiessecurities. Securities distributed to holders of Global Book-Entry Capital Securities (Securities, as such term is defined in the applicable Trust Agreement) , upon the dissolution of an Issuer a Citizens Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary Depository or its nominee, and deposited with the Securities Registrar, as custodian for such DepositaryDepository, or with held by such DepositaryDepository, for credit by the Depositary Depository to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Book-Entry Capital Securities upon the dissolution of an Issuer a Citizens Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

Forms Generally. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication each series and related coupons shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities or coupons, as evidenced by their execution of the SecuritiesSecurities or coupons. If the form forms of Securities or coupons of any series is are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary officer of the Company Corporation and delivered to the Trustee at or prior to the delivery of the Company Corporation Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have interest coupons attached. The Trustee's certificates ’s certificate of authentication on all Securities shall be in substantially in the form set forth in this Article. The definitive Securities and coupons shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Corporation executing such Securities, as evidenced by their execution of such SecuritiesSecurities or coupons. Securities distributed to holders A Form of Global Capital Securities (Security is attached as defined Exhibit A hereto, but a Security may be in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended approved by the Board of Directors in any Board Resolution pursuant to facilitate book-entry trading in beneficial interests in such SecuritiesSection 301.

Forms Generally. The definitive Securities of each series and the Trustee's certificate of authentication shall be in substantially the form or forms set forth thereof established in this Articlethe indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in such other form or forms as shall be established by or an Officer's Certificate of the Company pursuant to a such supplemental indenture or Board Resolution or in one or more indentures supplemental heretoResolution, in each case with such appropriate terms, insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers Person executing such securitiesSecurities, as evidenced by their execution thereof. The Guarantees to be endorsed on such Securities shall be in substantially the form or forms thereof established in an indenture supplemental hereto establishing such series or in an Officer's Certificate of the SecuritiesGuarantor delivered to the Trustee in connection with the establishment of such series, in each case with such appropriate terms, insertions, omissions, substitutions and other variations as may be determined by the Authorized Officer signing such supplemental indenture or Officer's Certificate, and may have such letters, numbers or other marks of identification and such legends or endorsements place thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Person executing such Guarantees. If the form or forms of Securities of any series is or Guarantees endorsed thereon, as the case may be, are established by action taken in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, a copy of an appropriate record of such action Board Resolution and Officer's Certificate, if any, shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such Securities. The Trustee's certificates Unless otherwise specified as contemplated by Section 301 or clause (g) of authentication Section 1201, the Securities of each series shall be substantially issuable in the registered form set forth in this Articlewithout coupons. The definitive Securities and Guarantees endorsed thereon shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other such manner permitted by the rules of any securities exchange on which the Securities may as shall be listed, all as determined by the officers Person executing such SecuritiesSecurities or Guarantees, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust authentication shall be distributed in substantially the form of set forth below: This is one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed of the series designated therein and the Guarantee thereof referred to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form within-mentioned Indenture. Dated: [Name of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.Trustee] --------------------------------- as Trustee By: ------------------------------ Authorized Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates certificate of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securitiessecurities. Securities distributed to holders of Global Book-Entry Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer a PMI Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary Depository or its nominee, and deposited with the Securities Security Registrar, as custodian for such DepositaryDepository, or with held by such DepositaryDepository, for credit by the Depositary Depository to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Book-Entry Capital Securities upon the dissolution of an Issuer a PMI Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in fully registered form and in substantially the forms set forth in this Article, or in such other form or forms (including temporary or permanent global form) as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such securitiesSecurities, as evidenced by their execution of the Securities. If temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form or forms of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of (or any such action temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this ArticleSecurities (or any such temporary global Security). The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the following form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK, as Trustee By:_____________________________ Authorized Signatory" SECTION 203. Securities in Global Form. If Securities of a series are issuable in global form, as contemplated by Section 301, then, notwithstanding clause (10) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such Securitiesseries as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges or redemptions. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities distributed represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified in such Security or in a Company Order to holders be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Global Capital Securities (as defined Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified in such Security or in the applicable Trust Agreement) upon Company Order. With respect to the dissolution Securities of an Issuer Trust shall be distributed any series that are represented by a Security in global form, the Company authorizes the execution and delivery by the Trustee of a letter of representations or other similar agreement or instrument in the form of one or more Global Securities registered customarily provided for by the Depositary appointed with respect to such global Security. Any Security in global form may be deposited with the name of a Depositary or its nominee, or may remain in the custody of the Security Custodian therefor pursuant to an agreement between the Trustee and deposited the Depositary. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 103 and need not be accompanied by an Opinion of Counsel. Members of, or participants in, the Securities Registrar, as custodian for such Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Security issued in global form held on their behalf by the Depositary, or with the Security Custodian as its custodian, or under such Depositaryglobal Security, and the Depositary may be treated by the Company, the Security Custodian and any agent of the Company or the Trustee as the absolute owner of such global Security for credit all purposes whatsoever. Notwithstanding the foregoing, (i) the registered holder of a Security of any series issued in global form may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder of such series is entitled to take under this Indenture or the Securities of such series and (ii) nothing herein shall prevent the Company, the Security Custodian or any agent of the Company or the Security Custodian, from giving effect to any written certification, proxy or other authorization furnished by the Depositary to or shall impair, as between the respective accounts Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Security. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities represented thereby of that series in an aggregate principal amount equal to the principal amount of such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered from time to time in accordance with instructions given to the Trustee and the Depositary (which instructions shall be in writing but need not comply with Section 103 or be accompanied by an Opinion of Counsel) by the Depositary or such other accounts depositary as they shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, a like aggregate principal amount of other definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged; provided, however, that no such exchanges may directoccur during a period beginning at the opening of business 15 days before any selection of Securities of that series is to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such permanent global Security marked to evidence the partial exchange shall be returned by the Trustee to the Depositary or such other depositary referred to above in accordance with the instructions of the Company referred to above. If a definitive Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, transfers of a Security issued in global form shall be limited to transfers of such global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Security issued in global form may be transferred in accordance with the rules and procedures of the Depositary. Securities of any series shall be transferred to all beneficial owners of a global Security of such series in exchange for their beneficial interests in that global Security if, and only if, either (1) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the global Security of such series or at any time the Depositary ceases to be registered under the Exchange Act, (2) an Event of Default, or an event which, with notice or the lapse of time or both, would constitute an Event of Default, has occurred with respect to such series and is continuing and the Security Registrar has received a request from the Depositary or the Trustee to issue Securities of such series in lieu of all or a portion of that global Security (in which case the Company shall deliver Securities of such series within 30 days of such request) or (3) the Company determines in its sole discretion that a global Security shall be exchangeable for definitive Securities in registered form. In connection with any transfer of a portion of the beneficial interest in a global Security of any series to beneficial owners pursuant to this Section 203, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of the global Security of that series in an amount equal to the principal amount of the beneficial interest in the global Security of that series to be transferred, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of Securities of that series shall authenticate and deliver, one or more Securities of the same series of like tenor and amount. In connection with the transfer of all the beneficial interests in a global Security of any series to beneficial owners pursuant to this Section 203, the global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the global Security, an equal aggregate principal amount of Securities of that series of authorized denominations. Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Securities of any series by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to such Securities. Neither the Company nor the Trustee shall be liable for any delay by the related global Security Holder or the Depositary in identifying the beneficial owners, and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such global Security Holder or the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Securities to be issued). The provisions of the last sentence of Section 303 shall apply to any Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 103 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities distributed represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Sections 201 and 307, unless otherwise specified as contemplated by Section 301, payment of principal of, premium (if any) and interest on or any Additional Amounts with respect to holders any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Capital Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or of the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities other than represented by a global Security as shall be specified in a written statement, if any, of the Holder of such global Security which is produced to the Security Registrar by such Holder. Global Capital Securities upon the dissolution of an Issuer Trust shall not may be issued in the form of a Global Security either temporary or any other form intended to facilitate book-entry trading permanent form. Permanent global Securities will be issued in beneficial interests in such Securities.definitive form. ARTICLE THREE THE SECURITIES

Forms Generally. The Securities of each series and, if applicable, the notations of Subsidiary Guarantees to be endorsed thereon, and the Trustee's ’s certificate of authentication shall be in substantially the forms form set forth in this ArticleArticle Two, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or automated quotation system on which the Securities of such series may be listed or traded or the rules of any Depositary therefor or as may, consistently herewith, be determined to be appropriate by the officers executing such securitiesSecurities or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution of the Securitiesthereof. If the form or forms of Securities of any series is are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such Securities. The Trustee's certificates definitive Securities of authentication each series shall be substantially in the form set forth in this Article. The definitive Securities shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods, or engraved on steel engraved borders, if required by any securities exchange or automated quotation system on which the Securities of such series may be listedlisted or traded, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange or automated quotation system on which the Securities of such series may be listedlisted or traded, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders SECTION 202. Form of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution face of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct)Security. Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.No. $

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 303 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization on which the Securities may be listedlisted or traded, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange exchange, the Nasdaq National Market or other applicable interdealer quotation system or self- regulatory organization on which the Securities may be listedlisted or traded, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securitiessecurities.

Forms Generally. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication each series and related coupons shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities or coupons, as evidenced by their execution of the SecuritiesSecurities or coupons. If the form forms of Securities or coupons of any series is are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have interest coupons attached. The Trustee's certificates certificate of authentication on all Securities shall be in substantially in the form set forth in this Article. The definitive Securities and coupons shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such Securities, as evidenced by their execution of such SecuritiesSecurities or coupons. Securities distributed SECTION 202. Form of Trustee's Certificate of Authentication. Subject to holders Section 611, the Trustee's certificate of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust authentication shall be distributed in substantially the form of following form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: ____________________ This is one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed of the series designated therein referred to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate bookwithin-entry trading in beneficial interests in such Securities.mentioned Indenture. [THE CHASE MANHATTAN BANK], as Trustee By ________________________ Authorized Officer

Forms Generally. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication each series and related coupons and the Global Securities, if any, issued pursuant to this Indenture shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities or coupons, as evidenced by their execution of the SecuritiesSecurities or coupons (but which do not affect the rights or duties of the Trustee). If the form forms of Securities or coupons of any series is are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of the Company PEC and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such SecuritiesSecurities or coupons. The Trustee's certificates of authentication shall be in substantially in the form set forth in this ArticleArticle or Article Six. Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, the Securities of each series shall be issuable in global and registered form without coupons. If so provided as contemplated by Section 301, the Securities of a series also shall be issuable in bearer form, with or without interest coupons attached. The definitive Securities and coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any applicable securities exchange on which the Securities may be listedexchange, all as determined by the officers executing such Securities, as evidenced by their execution of such SecuritiesSecurities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to Section 614, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities distributed of the series referred to holders in the within-mentioned Indenture. [Bank One Trust Company National Association, as Trustee] By: ---------------------------- Authorized Officer SECTION 203. SECURITIES IN GLOBAL FORM. If Securities of Global Capital a series are issuable in global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as defined is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Order to be delivered pursuant to Sections 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Agreement) upon Order. If the dissolution of an Issuer Trust Order pursuant to Sections 303 or 304 has been, or simultaneously is, delivered, any instructions by PEC with respect to a Security in global form shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall writing but need not be issued accompanied by or contained in the form an Officers' Certificate and need not be accompanied by an Opinion of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such SecuritiesCounsel.

Forms Generally. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication each series and related coupons, shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by by, or pursuant to a Board Resolution or, subject to Section 303, set forth in, or determined in the manner provided in, an Officer’s Certificate pursuant to a Board Resolution, or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities or coupons, as evidenced by their execution of the SecuritiesSecurities or coupons. If the form forms of Securities or coupons of any series is are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Corporate Secretary, Assistant Secretary or an Assistant Secretary Managing Director of the Company Issuer, and delivered to the Trustee or, in the case of Securities issued in global form under the New Safekeeping Structure, the Security Registrar at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Bearer Securities shall have interest coupons attached. The Trustee's certificates ’s certificate of authentication on all Securities (other than those Securities authenticated by the Security Registrar, which certificate of authentication shall be substantially in the form set forth in this Article) shall be in substantially the form set forth in this Article. The definitive Securities and coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange methods on which the Securities may be listed, on a steel engraved border or steel steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such SecuritiesSecurities or coupons. Securities distributed SECTION 202. Form of Trustee’s Certificate of Authentication; Form of Registrar’s Certificate of Authentication. Subject to holders Section 611, the Trustee’s certificate of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust authentication shall be distributed in substantially the form of following form: Dated: ____________________ This is one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed of the series designated therein referred to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form within-mentioned Indenture. as Trustee By: Subject to Section 611, the Security Registrar’s certificate of a Global authentication shall be in substantially the following form: [INSERT NAME OF SECURITY REGISTRAR FOR APPLICABLE SERIES OF SECURITIES], as Security or any other form intended to facilitate book-entry trading Registrar By: The Common Safekeeper’s effectuation shall be in beneficial interests in such Securities.substantially the following form: [INSERT NAME OF COMMON SAFEKEEPER FOR APPLICABLE SERIES OF SECURITIES], as Common Safekeeper By:

Forms Generally. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication each series and related coupons shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities or coupons, as evidenced by their execution of the SecuritiesSecurities or coupons. If the form forms of Securities or coupons of any series is are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the a Company Officer and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Bearer Securities shall have interest coupons attached. The Trustee's certificates certificate of authentication on all Securities shall be in substantially in the form set forth in this Article. The definitive Securities and coupons shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such Securities, as evidenced by their execution of such SecuritiesSecurities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to Section 612, the Trustee's certificate of authentication shall be in substantially the following form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: ____________________ This is one of the Securities distributed of the series designated therein referred to holders in, and issued under, the within-mentioned Indenture. Bank of Global Capital Nova Scotia Trust Company of New York, as Trustee By: ______________________________ Authorized Signatory SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of or within a series are issuable in global form, as specified and contemplated by Section 301, then, notwithstanding clause (10) of Section 301, any such Security shall represent such of the Outstanding Securities of such series as defined shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Agreement) upon Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the dissolution Company with respect to endorsement or delivery or redelivery of an Issuer Trust a Security in global form shall be distributed in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the form principal amount of one or more Global Securities registered in the name of a Depositary or its nomineerepresented thereby, and deposited together with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit written statement contemplated by the Depositary last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the respective accounts of the beneficial owners of the Securities represented thereby (Person or such other accounts as they may direct)Persons specified therein. Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.ARTICLE THREE THE SECURITIES

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be substantially in substantially the forms set forth in this Articleform attached as Exhibit A, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations provisions as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securitiesthereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 303 with respect to the authentication and delivery of such Securities. The Trustee's certificates ’s certificate of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed typewritten or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. The Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall each series will initially be distributed issued in the form of one or more Global Securities. Each such Global Security shall represent such of the Outstanding Securities registered in of such series as shall be specified therein and each shall provide that it shall represent the name aggregate amount of a Depositary Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amounts of Outstanding Securities of such series represented thereby may from time to time be reduced or its nominee, and deposited with the Securities Registrarincreased, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct)appropriate. Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a The Global Security or any other form intended to facilitate book-entry trading Securities evidencing the Securities of a series (and all Securities issued in beneficial interests exchange therefore) shall bear the legend indicated in such SecuritiesSection 202.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms form set forth in this ArticleArticle II, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or automated quotation system on which the Securities of such series may be listed or traded or Depositary therefor or as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary an authorized officer or an Assistant Secretary other authorized Person on behalf of the Company Partnership and delivered to the Trustee at or prior to the delivery of the Company Partnership Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders The forms of Global Capital Securities of any series shall have such provisions and legends as are customary for Securities of such series in global form, including without limitation any legend required by the Depositary for the Securities of such series. SECTION 202. FORM OF FACE OF SECURITY. [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT-FOR PURPOSES ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS . . . . . . . ., THE ISSUE DATE IS . . . . . ., 20. . . [AND] [,] THE YIELD TO MATURITY IS . . . . . . . . [,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS . . . . . . .. . AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS . . . . .]] [Insert any other legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security, insert legend required by Section 204 of the Indenture.] [IF APPLICABLE, INSERT -- UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE PARTNERSHIP OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (as defined AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] TC PipeLines, LP [TITLE OF SECURITY] No. __________ U.S. $__________ [CUSIP No. [__________]] TC PIPELINES, LP, a Delaware limited partnership (herein called the "Partnership," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________________, or registered assigns, the principal sum of _____________ United States Dollars on _______________ [if the Security is to bear interest prior to Maturity, insert --, and to pay interest thereon from ______________, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on ________ __ and ________ __ in each year, commencing ________ __, ____, at the applicable Trust Agreement) upon rate of ___% per annum, until the dissolution principal hereof is paid or made available for payment [if applicable, insert --, and at the rate of an Issuer Trust ___% per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert -- The amount of interest payable for any period shall be distributed computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the form event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. A "Business Day" shall mean, when used with respect to any Place of Payment, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law, executive order or regulation to close.] The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Global Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the ________ __ or ________ __ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities registered of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture]. [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- The principal of this Security shall not bear interest except in the name case of a Depositary default in payment of principal upon acceleration, upon redemption or its nomineeat Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and deposited with such interest shall also be payable on demand.] [IF A GLOBAL SECURITY, INSERT -- Payment of the Securities Registrarprincipal of [(and premium, if any)] and [if applicable, insert -- any such] interest on this Security will be made by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency of the United States of America as custodian at the time of payment is legal tender for payment of public and private debts [state other currency].] [IF A DEFINITIVE SECURITY, INSERT -- Payment of the principal of [(and premium, if any)] and [if applicable, insert -- any such] interest on this Security will be made at the office or agency of the Partnership maintained for that purpose in _______________, [in such Depositarycoin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Partnership (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _______________ in _______________ and _______________ in _______________, or with at such Depositaryother offices or agencies as the Partnership may designate, for credit by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the Depositary payee with, a bank in The City of New York (so long as the applicable Paying Agent has received proper transfer instructions in writing at least [__] days prior to the respective accounts payment date)] [IF APPLICABLE, INSERT -- ; PROVIDED, HOWEVER, that payment of interest may be made at the option of the beneficial owners Partnership by [United States Dollar] [state other currency] check mailed to the addresses of the Securities represented thereby Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (or such other accounts so long as they may directthe applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Securities distributed Unless the certificate of authentication hereon has been executed by the Trustee referred to holders of Capital Securities other than Global Capital Securities upon on the dissolution of an Issuer Trust reverse hereof by manual signature, this Security shall not be issued in entitled to any benefit under the form of a Global Security Indenture or be valid or obligatory for any other form intended to facilitate book-entry trading in beneficial interests in such Securitiespurpose.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities direct).Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

Forms Generally. The Securities of each series Series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable securities laws, tax laws or the rules of any securities exchange or as may, consistently herewith, automated quotation system on which the Securities of such Series may be determined by the officers executing such securities, as evidenced by their execution listed or traded or of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such SecuritiesDepositary therefor. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Upon their original issuance, the Restricted Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed issued in the form of one or more Global Securities registered in the name of a Depositary DTC, as Depositary, or its nominee, nominee and deposited with the Securities RegistrarTrustee, as custodian for such Depositary, or with such DepositaryDTC, for credit by the Depositary DTC to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Such Global Securities, together with their Successor Securities distributed to holders of Capital which are Global Securities other than the Regulation S Global Capital Securities, are collectively herein called the "Restricted Global Securities". Upon their original issuance, initial Regulation S Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a one or more Global Security Securities registered in the name of DTC, as Depositary, or any its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Securities represented thereby (or such other form intended accounts as they may direct), provided that upon such deposit all such Securities shall be credited to facilitate book-entry trading or through accounts maintained at DTC by or on behalf of Euroclear or Cedel and in beneficial interests in such accordance with Section 305(b)(iv). Such Global Securities, together with their Successor Securities which are Global Securities other than the Restricted Global Securities, are collectively herein called the "Regulation S Global Securities".

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required or appropriate to comply with applicable tax laws or any law, with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securitiesthereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a A copy of an appropriate record of such action establishment shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders SECTION 202. Form of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution Trustee's Certificate of an Issuer Trust Authentication. The Trustee's certificates of authentication shall be distributed in substantially the form of following form: This is one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed of the series designated therein referred to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate bookwithin-entry trading in beneficial interests in such Securities.mentioned Indenture. First Union National Bank, As Trustee By: --------------------------------------- Authorized Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The Debt Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms form set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws any law or with any rule or regulation made pursuant thereto the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such securitiesDebt Securities, as evidenced by their execution of the Securitiesthereof. If the form of Debt Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 3.03 for the authentication and delivery of such Debt Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Debt Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Debt Securities, as evidenced by their execution of such Debt Securities. Upon their original issuance, Rule 144A Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed issued in the form of one or more Global Securities registered in the name of a Depositary DTC, as Depositary, or its nominee, nominee and deposited with the Securities Security Registrar, as custodian for such Depositary, or with such DepositaryDTC, for credit by the Depositary DTC to the respective accounts of beneficial owners of the Debt Securities represented thereby (or such other accounts as they may direct). Each such Global Security, together with any Successor Securities which are Global Securities other than a Regulation S Global Security, is herein called a "Restricted Global Security". Upon their original issuance, Regulation S Securities shall be issued in the form of one or more Global Securities registered in the name of DTC, as Depositary, or its nominee and deposited with the Security Registrar, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Securities represented thereby (or such other accounts as they may direct), provided that upon such deposit all such Securities shall be credited to or through accounts maintained at DTC by or on behalf of Euroclear or Clearstream. Each such Global Security, together with any Successor Securities distributed to holders of Capital which are Global Securities other than a Restricted Global Capital Securities upon Security, is herein called a "Regulation S Global Security". The Company, the dissolution Trustee and any of an Issuer Trust their respective Agents shall not be responsible for any acts or omissions of a Depositary, for any depository records of beneficial ownership interests or for any transactions between the Depositary and beneficial owners. Debt Securities, other than Registered Securities, offered and sold in their initial distribution to Institutional Accredited Investors shall be issued in certificated form and shall not be issued in the form of a Global Security or in any other form intended to facilitate book-entry trading in beneficial interests in such Debt Securities.

Forms Generally. The Securities of each series and the Trustee's ’s certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or Depository therefore or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's ’s certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securitiessecurities. The Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall each series will initially be distributed issued in the form of one or more Global Securities. Each such Global Security shall represent such of the Outstanding Securities registered in of such series as shall be specified therein and each shall provide that it shall represent the name aggregate amount of a Depositary Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amounts of Outstanding Securities of such series represented thereby may from time to time be reduced or its nominee, and deposited with the Securities Registrarincreased, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct)appropriate. Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a The Global Security or any other form intended to facilitate book-entry trading Securities evidencing the Securities of a series (and all Securities issued in beneficial interests exchange therefore) shall bear the legend indicated in such SecuritiesSection 2.2.

Forms Generally. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication each series and related coupons shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities or coupons, as evidenced by their execution of the SecuritiesSecurities or coupons. If the form forms of Securities or coupons of any series is are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have interest coupons attached. The Trustee's certificates certificate of authentication on all Securities shall be in substantially in the form set forth in this Article. The definitive Securities and coupons shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such Securities, as evidenced by their execution of such SecuritiesSecurities or coupons. SECTION 202. Form of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: __________ __, ____ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By --------------------------------- Authorized Officer SECTION 203. Securities distributed Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to holders time endorsed thereon and that the aggregate amount of Global Capital Outstanding Securities (of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as defined shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Agreement) upon Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the dissolution Company with respect to endorsement or delivery or redelivery of an Issuer Trust a Security in global form shall be distributed in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of one Section 309 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or more Global (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL. If at any time, (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository or if at any time the Depository shall no longer be registered or in good standing under the Securities Exchange Act of 1934, or other applicable statute or regulation and a successor Depository is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii) the Company determines that the Securities shall no longer be represented by a global Security or Securities and that the provisions of this Section 203 shall no longer apply to the Securities, then in such event this Section 203 shall no longer be applicable to the Securities and the Company will execute and the Trustee, upon Company Request and at the expense of the Company, will authenticate and deliver Securities in definitive registered form, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the global Security or Securities in exchange for such global Security whereupon the global Security or Securities shall be canceled by the Trustee. Such Securities in definitive registered form issued in exchange for the global Security or Securities pursuant to this paragraph shall be registered in such names and issued in such authorized denominations as the name of a Depositary Depository, pursuant to instructions from its direct or its nomineeindirect participants or otherwise, and deposited with shall instruct the Trustee. The Trustee shall deliver such Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Persons in whose names such Securities represented thereby (or such other accounts as they may direct)are so registered. Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.ARTICLE THREE

Forms Generally. The definitive Securities of each series and the Trustee's certificate of authentication shall be in substantially the form or forms set forth thereof established in this Articlethe indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in such other form or forms as shall be established by or an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution or in one or more indentures supplemental heretoResolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securitiesthereof. If the form or forms of Securities of any series is are established by action taken in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, a copy of an appropriate record of such action Board Resolution and Officer's Certificate, if any, shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such Securities. The Trustee's certificates Unless otherwise specified as contemplated by Section 301, the Securities of authentication each series shall be substantially issuable in the registered form set forth in this Articlewithout coupons. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other such manner permitted by the rules of any securities exchange on which the Securities may as shall be listed, all as determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust authentication shall be distributed in substantially the form of set forth below: This is one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed of the series designated therein referred to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate bookwithin-entry trading in beneficial interests in such Securities.mentioned Indenture. THE BANK OF NEW YORK, as Trustee By: _____________________________ Authorized Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The Securities of each series and the Trustee's certificate of authentication Coupons, if any, to be attached thereto shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or indenture supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities and Coupons, if any, as evidenced by their execution of the SecuritiesSecurities and Coupons, if any. If the form of temporary Securities of any series is are issued in global form as permitted by Section 304, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of any series are established by, or by action taken pursuant to to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be in substantially in the form set forth in Section 202. Unless otherwise provided in or pursuant to this ArticleIndenture, the Securities shall be issuable in registered form without Coupons and shall not be issuable upon the exercise of warrants. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such SecuritiesSecurities and Coupons, if any, as evidenced by their execution of such SecuritiesSecurities and Coupons, if any. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to Section 610, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities distributed of the series designated herein referred to holders in the within-mentioned Indenture. BANK ONE, NA as Trustee -------------------------------------- Authorized Signatory SECTION 203. SECURITIES IN GLOBAL FORM. If Securities of Global Capital a series are issuable in whole or in part in global form, any such Security may provide that it shall represent the aggregate or specified amount of Outstanding Securities (from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount or changes in the rights of Holders of Outstanding Securities represented thereby, shall be made in such manner and by such Person or Persons as defined shall be specified therein or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Agreement) upon Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the dissolution of an Issuer Trust Company with respect to a Security in global form shall be distributed in the form writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit Counsel. Any instructions by the Depositary Company with respect to the respective accounts a Security in global form shall be in writing but need not comply with Section 314(e) of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such SecuritiesIndenture Act.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms form set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution Resolution, Officer's Certificate delivered pursuant to Section 303 or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securitiesthereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Upon their original issuance, Rule 144A Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed issued in the form of one or more Global Securities registered in the name of a Depositary DTC, as Depositary, or its nominee, nominee and deposited with the Securities Security Registrar, as custodian for such Depositary, or with such DepositaryDTC, for credit by the Depositary DTC to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Such Global Securities, together with their Successor Securities distributed to holders of Capital that are Global Securities other than a Regulation S Global Capital Security, are collectively herein called the "Restricted Global Security". Upon their original issuance, Regulation S Securities upon the dissolution of an Issuer Trust shall not be issued in the form of one or more Global Securities registered in the name of DTC, as Depositary, or its nominee and deposited with the Security Registrar, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Securities represented thereby (or such other accounts as they may direct), provided that upon such deposit all such Securities shall be credited to or through accounts maintained at DTC by or on behalf of Euroclear or Clearstream. Such Global Securities, together with their Successor Securities that are Global Securities other than a Restricted Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.Security, are collectively herein called a "Regulation S Global Security". After

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable securities laws, tax laws or the rules of any securities exchange or as may, consistently herewith, automated quotation system on which the Securities may be determined by the officers executing such securities, as evidenced by their execution listed or traded or of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such SecuritiesDepositary therefor. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Upon their original issuance, the Restricted Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed issued in the form of one or more Global Securities registered in the name of a Depositary DTC, as Depositary, or its nominee, nominee and deposited with the Securities RegistrarTrustee, as custodian for such Depositary, or with such DepositaryDTC, for credit by the Depositary DTC to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Such Global Securities, together with their Successor Securities distributed to holders of Capital which are Global Securities other than the Regulation S Global Capital Securities, are collectively herein called the "Restricted Global Securities". Upon their original issuance, initial Regulation S Securities upon the dissolution of an Issuer Trust shall not be issued in the form of one or more Global Securities registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Securities represented thereby (or such other accounts as they may direct), provided that upon such deposit all such Securities shall be credited to or through accounts maintained at DTC by or on behalf of Euroclear or Clearstream and in accordance with Section 305(b)(iv). Such Global Securities, together with their Successor Securities which are Global Securities other than the Restricted Global Securities, are collectively herein called the "Regulation S Global Securities". Section 202. Forms of Face of Securities. SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. [Rate]% Senior Note due 2012 No. ___________ U.S. $_______________ [CUSIP No. [________] Sunoco Logistics Partners Operations L.P., a Global Delaware limited partnership (herein called the "Operating Partnership", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________________, or registered assigns, the principal sum of ______________________ Dollars on __________, 2012, and to pay interest thereon from [Closing Date], 2002 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on [Interest Payment Date 1] and [Interest Payment Date 2] in each year (or if any such date is not a Business Day, the next succeeding Business Day), commencing ______ 1, 2002, at the rate of [Rate]% per annum, until the principal hereof is paid or made available for payment. The interest so payable [(including Additional Interest, if any, provided for on the reverse hereof)],/1/ and punctually paid or duly provided for, on any Interest Payment Date will, as provided in said Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be [Record Date 1] or [Record Date 2] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other form intended to facilitate book-entry trading lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in beneficial interests said Indenture. Payment of the principal of and interest on this Security will be made at the office or agency of the Operating Partnership maintained for that purpose in The City of New York, New York, in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Operating Partnership payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and provided, further, however, that in case this Security is held by a Depositary or its nominee, payments of principal, interest and premium, if any, shall be made by wire transfer of immediately available funds to an account designated by such Depositary. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. ------------------------------------- /1/ Omitted from Exchange Securities. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this ArticleBoard Resolution establishing such series, or in such other form or forms as shall be established by or an Officer's Certificate pursuant to a such supplemental indenture or Board Resolution or in one or more indentures supplemental heretoResolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series is are established by action taken in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, a copy of an appropriate record of such action Board Resolution and Officer's Certificate, if any, shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such Securities. The Trustee's certificates Unless otherwise specified as contemplated by Section 301, the Securities of authentication each series shall be substantially issuable in the registered form set forth in this Articlewithout coupons. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other such manner permitted by the rules of any securities exchange on which the Securities may as shall be listed, all as determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of such Securities. authentication shall be in substantially the form set forth below: This is one of the Securities distributed of the series designated therein referred to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution within-mentioned Indenture. Mellon Bank, N.A. as Trustee By: -------------------------- Authorized Officer ARTICLE THREE THE SECURITIES The aggregate principal amount of an Issuer Trust shall Securities which may be distributed authenticated and delivered under this Indenture is unlimited. The Securities may be issued in the form of one or more Global series. Subject to the last paragraph of this Section, prior to the authentication and delivery of Securities registered of any series there shall be established by specification in the name of a Depositary supplemental indenture or its nominee, and deposited with the Securities Registrar, as custodian for such Depositaryin a Board Resolution, or with such Depositary, for credit by in an Officer's Certificate pursuant to a supplemental indenture or a Board Resolution: (a) the Depositary to the respective accounts of the beneficial owners title of the Securities represented thereby 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 the series pursuant to Section 304, 305, 306, 406 or 1206 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); (c) the Person or Persons (without specific identification) to whom interest on Securities of such series, or any Tranche thereof, shall be payable on any Interest Payment Date, if other than the Persons in whose names such Securities (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest; (d) the date or dates on which the principal of the Securities of such series or any Tranche thereof is payable or any formulary or other accounts method or other means by which such date or dates shall be determined, by reference or otherwise (without regard to any provisions for redemption, prepayment, acceleration, purchase or extension); (e) formulary or other method or other means by which such rate or rates shall be determined, by reference or otherwise; the date or dates from which such interest shall accrue; the Interest Payment Dates on which such interest shall be payable and the Regular Record Date, if any, for the interest payable on such Securities on any Interest Payment Date; the right of the Company, if any, to extend the interest payment periods and the duration of any such extension as they may direct). Securities distributed to holders contemplated by Section 312 and the basis of Capital Securities computation of interest, if other than Global Capital as provided in Section 310; (f) the place or places at which or methods by which (1) the principal of and premium, if any, and interest, if any, on Securities of such series, or any Tranche thereof, shall be payable, (2) registration of transfer of Securities of such series, or any Tranche thereof, may be effected, (3) exchanges of Securities of such series, or any Tranche thereof, may be effected and (4) notices and demands to or upon the dissolution Company in respect of the Securities of such series, or any Tranche thereof, and this Indenture may be served; the Security Registrar for such series; and if such is the case, that the principal of such Securities shall be payable without presentment or surrender thereof; (g) the period or periods within which, or the date or dates on which, the price or prices at which and the terms and conditions upon which the Securities of such series, or any Tranche thereof, may be redeemed, in whole or in part, at the option of the Company and any restrictions on such redemptions, including but not limited to a restriction on a partial redemption by the Company of the Securities of any series, or any Tranche thereof, resulting in delisting of such Securities from any national exchange; (i) the denominations in which Securities of such series, or any Tranche thereof, shall be issuable if other than denominations of $1,000 and any integral multiple thereof; (j) the currency or currencies, including composite currencies, in which payment of the principal of and premium, if any, and interest, if any, on the Securities of such series, or any Tranche thereof, shall be payable (if other than in Dollars); (k) if the principal of or premium, if any, or interest, if any, on the Securities of such series, 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; (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 Issuer Trust index or other fact or event ascertainable outside this Indenture, the manner in which such amounts shall be determined to the extent not established pursuant to clause (e) of this paragraph; (n) if other than the principal amount thereof, the portion of the principal amount of Securities of such series, or any Tranche thereof, which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 802; (o) benefit of the Holders of the Securities of such series, or any Tranche thereof, in addition 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 additional or alternative provisions for the reinstatement of the Company's indebtedness in respect of such Securities after the satisfaction and discharge thereof as provided in Section 701; (r) if the Securities of such series, 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 temporary form and (iii) any and all 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; (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; and (v) any other terms of the Securities of such series, or any Tranche thereof, not inconsistent with the provisions of this Indenture. The Securities of each series, or any Tranche thereof, shall be subordinated in the right of payment to Senior Indebtedness as provided in Article Fifteen. With respect to Securities of a Global Security 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 other form intended to facilitate book-entry trading Tranche thereof, shall be specified in beneficial interests a Company Order or that such terms shall be determined by the Company or its agents in such Securitiesaccordance with procedures specified in a Company Order as contemplated by the clause (b) of the third paragraph of Section 303.

Forms Generally. The Securities of each series and the Trustee's certificate certificates of authentication shall be in substantially the forms form set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently consistent herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Articlethereof. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Upon their original issuance, Rule 144A Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed issued in the form of one or more Global Securities registered in the name of a Depositary DTC, as Depositary, or its nominee, nominee and deposited with the Securities RegistrarTrustee, as custodian for such Depositary, or with such DepositaryDTC, for credit by the Depositary DTC to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Such Global Securities, together with their Successor Securities distributed to holders of Capital which are Global Securities other than the Regulation S Global Capital Security, are collectively herein called the "Restricted Global Security". Upon their original issuance, Initial Regulation S Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a one or more Global Security Securities registered in the name of DTC, as Depositary, or any its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Securities represented thereby (or such other form intended accounts as they may direct), provided, that upon such deposit all such Securities shall be credited to facilitate book-entry trading in beneficial interests in such or through accounts maintained at DTC by or on behalf of Euroclear or Clearstream. Such Global Securities, together with their Successor Securities which are Global Securities other than the Restricted Global Security, are collectively herein called the "Regulation S Global Security".

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws any law or the with rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securities. If Securities may be authenticated and delivered pursuant to such procedures acceptable to the form Trustee ("Procedures") as may be specified from time to time by Company Order. Prior to the delivery of Securities a Security of any series is established in any such form to the Trustee for authentication, the Company shall deliver to the Trustee the following: (a) An order of the Company in accordance with applicable Procedures requesting the Trustee's authentication and delivery of all or a portion of the Securities of such series; (b) The Board Resolution by action taken or pursuant to which such form of Security has been approved, and the Board Resolution, if any, by or pursuant to which the terms of the Securities of such series have been approved, and, if pursuant to a Board Resolution, a copy of an appropriate record of Officers' Certificate describing the action taken; (c) An Officers' Certificate dated the date such action shall be certified by the Secretary or an Assistant Secretary of the Company and certificate is delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect Trustee, stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such Securities. The Trustee's certificates form and with such terms have been complied with; and (d) An Opinion of Counsel stating that (i) the form of Securities of such series has been duly authorized and approved in conformity with the provisions of this Indenture; (ii) the terms of such Securities have been duly authorized and determined in conformity with the provisions of this Indenture, or, if such terms are to be determined pursuant to Procedures, when so determined such terms shall have been duly authorized and determined in conformity with the provisions of this Indenture; and (iii) Securities in such form, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture within the authorization as to aggregate principal amount established from time to time by the Board of Directors, and sold in the manner specified in such Opinion of Counsel, will be the legal, valid and binding obligations of the Company enforceable in accordance with their terms, except as may be limited by bankruptcy, reorganization, insolvency, moratorium, liquidation, receivership, conservatorship, rehabilitation and other similar laws relating to or affecting creditors' rights generally, or by general equitable principles (regardless of whether such enforceability is in a proceeding in equity or at law); PROVIDED, HOWEVER, that the Trustee shall be substantially in entitled to receive (b), (c) and (d) only at or prior to the form set forth in this Articlefirst request of the Company to the Trustee to authenticate Securities of such series. Temporary Securities of any series may be issued as permitted by Section 3.04. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

Forms Generally. The Securities of each series and the Trustee's certificate certificates of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Upon their original issuance, the Restricted Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed issued in the form of one or more Global Securities registered in the name of a Depositary DTC, as Depositary, or its nominee, nominee and deposited with the Securities RegistrarTrustee, as custodian for such Depositary, or with such DepositaryDTC, for credit by the Depositary DTC to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Such Global Securities, together with their Successor Securities distributed to holders of Capital which are Global Securities other than the Regulation S Global Capital Securities, are collectively herein called the "Restricted Global Securities". Upon their original issuance, initial Regulation S Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a one or more Global Security Securities registered in the name of DTC, as Depositary, or any its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Securities represented thereby (or such other form intended accounts as they may direct), provided that upon such deposit all such Securities shall be credited to facilitate book-entry trading or through accounts maintained at DTC by or on behalf of Euroclear or Cedel and in beneficial interests in such accordance with Section 305(b)(iv). Such Global Securities, together with their Successor Securities which are Global Securities other than the Restricted Global Securities, are collectively herein called the "Regulation S Global Securities".

Forms Generally. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication each series and related coupons shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities or coupons, as evidenced by their execution of the SecuritiesSecurities or coupons. If the form forms of Securities or coupons of any series is are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have interest coupons attached. The Trustee's certificates certificate of authentication on all Securities shall be in substantially in the form set forth in this Article. The definitive Securities and coupons shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such Securities, as evidenced by their execution of such SecuritiesSecurities or coupons. 31 21 SECTION 202. Form of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: ____________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. FIRST TRUST NATIONAL ASSOCIATION, as Trustee By _________________________________ Authorized Officer SECTION 203. Securities distributed Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to holders time endorsed thereon and that the aggregate amount of Global Capital Outstanding Securities (of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as defined shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Agreement) upon Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the dissolution Company with respect to endorsement or delivery or redelivery of an Issuer Trust a Security in global form shall be distributed in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of one or more Global Securities registered Section 309 and except as provided in the name preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a Depositary or its nomineepermanent global Security in registered form, and deposited with the Securities Registrar, as custodian for Holder of such Depositarypermanent global Security in registered form, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued ii) in the form case of a Global permanent global Security in bearer form, Euroclear or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.CEDEL S.A. ARTICLE THREE

Forms Generally. The Securities of each series and the Trustee's certificate of authentication any Coupons to be attached thereto shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by a Board Resolution or pursuant to authority granted by a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable tax laws law, rule or regulation or with the rules of any securities exchange or as may, consistently herewithconsistent with the provisions of this Indenture, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securities. Temporary Securities of any series may be issued as permitted by Section 304. If the form of Securities or Coupons of any series is established by action taken pursuant to authority granted by a Board Resolution, a copy of an appropriate record of any such action taken pursuant thereto, including a copy or the approved form of Securities or Coupons, shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by in Section 3.3 with respect to 303 for the authentication and delivery of such Securities. The Trustee's certificates Any portion of authentication shall the text of any Security may be substantially in the form set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated in this ArticleSection 301, Bearer Securities shall have Coupons attached. The definitive Securities and Coupons shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such SecuritiesSecurities and Coupons. Section 202. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication on all Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in substantially the form of following form: This is one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed of the series designated herein and referred to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate bookwithin-entry trading in beneficial interests in such Securities.mentioned Indenture. Fleet National Bank, as Trustee By______________________ Authorized Officer

Forms Generally. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication each series and related coupons shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities or coupons, as evidenced by their execution of the SecuritiesSecurities or coupons. If the form forms of Securities or coupons of any series is are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have interest coupons attached. The Trustee's certificates certificate of authentication on all Securities shall be in substantially in the form set forth in this Article. The definitive Securities and coupons shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such Securities, as evidenced by their execution of such SecuritiesSecurities or coupons. Securities distributed SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to holders Section 612, the Trustee's certificate of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust authentication shall be distributed in substantially the form of following form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: ____________________ This is one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE BANK OF NEW YORK, as Trustee By ------------------------------- Authorized Signatory SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby (may from time to time be increased or such other accounts as they may direct)decreased to reflect exchanges. Securities distributed Any endorsement of a Security in global form to holders of Capital Securities other than Global Capital Securities upon reflect the dissolution of an Issuer Trust shall not be issued amount, or any increase or decrease in the form amount, of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests Outstanding Securities represented thereby shall be made by the Trustee in such Securities.manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 305. Subject to the provisions of Section 303 and, if applicable, Section 305, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company Corporation and delivered to the Trustee at or prior to the delivery of the Company Corporation Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates Guarantees to be endorsed on the Securities of authentication each series shall be in substantially in the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution of the Guarantor or in one or more indentures supplemental hereto, in each case with 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 and 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 Guarantees, as evidenced by their execution of such Guarantees. The definitive Securities shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

Forms Generally. The Securities of each series Certificates and the Trustee's Certificate Registrar’s certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Agreement or as may in the Trustee’s or the Depositor’s judgment be necessary, appropriate or convenient to permit any of the Certificates to be issued and sold to or held in a form other than fully-registered form by non-United States Persons, to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to distributions on any of the Certificates or to comply, or facilitate compliance, with other applicable laws, 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 applicable tax laws or the rules of any securities exchange on which any of the Certificates may be listed, or as may, consistently herewith, be determined by the officers executing such securitiesCertificates, as evidenced by their execution thereof. While Certificates may contain any of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 above-referenced provisions with respect to Certificates issued in a form other than fully-registered form, no Certificates may actually be issued in such form until the authentication and delivery of Trustee shall have executed an appropriate amendment to this Agreement pursuant to Section 13.01(5) providing for such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Articleissuance. The definitive Securities Regular Certificates shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders methods or may be produced in any other manner permitted by the rules of any securities exchange on which any of the Securities Regular Certificates may be listed, all as determined by the officers executing such SecuritiesCertificates, as evidenced by their execution of thereof. The definitive Residual Certificates may be produced in any manner permitted for the definitive Regular Certificates or may be typewritten, all as determined by the officers executing such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities RegistrarCertificates, as custodian for such Depositary, or with such Depositary, for credit evidenced by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securitiestheir execution thereof.

Forms Generally. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication each series and related Coupons shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto, 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 applicable tax laws any law or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities or Coupons, as evidenced by their execution of the SecuritiesSecurities or Coupons. If the form forms of Securities or Coupons of any series is are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such SecuritiesSecurities or Coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have Coupons attached. The Trustee's certificates certificate of authentication on all Securities shall be in substantially in the form set forth in this Article. The definitive Securities or Coupons shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their execution of such SecuritiesSecurities or Coupons. SECTION 202. Form of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. The Chase Manhattan Bank (National Association), as Trustee By:_____________________________________________ Authorized Officer SECTION 203. Securities distributed Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to holders time endorsed thereon and that the aggregate amount of Global Capital Outstanding Securities (of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as defined shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Agreement) upon Company Order. If a Company Order pursuant to Section 303 or Section -21- 304 has been, or simultaneously is, delivered, any instructions by the dissolution Company with respect to endorsement or delivery or redelivery of an Issuer Trust a Security in global form shall be distributed in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Unless otherwise specified as contemplated by Section 301, payment of principal of and any premium and interest on any Security in permanent global form of one or more Global Securities registered in shall be made to the name of a Depositary or its nomineeDepository therefor, and deposited with the Securities RegistrarCompany, as custodian for such Depositary, or with such Depositarythe Trustee and any agent of the Company and the Trustee shall treat, for credit by all purposes whatsoever, such Depository as the Depositary to the respective accounts Holder of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such SecuritiesSecurity.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax or securities laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

Forms Generally. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication each series and related coupons shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities or coupons, as evidenced by their execution of the SecuritiesSecurities or coupons. If the form forms of Securities or coupons of any series is are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Bearer Securities shall have interest coupons attached. The Trustee's certificates certificate of authentication on all Securities shall be in substantially in the form set forth in this Article. The definitive Securities and coupons shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such Securities, as evidenced by their execution of such SecuritiesSecurities or coupons. Securities distributed SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to holders Section 612, the Trustee's certificate of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust authentication shall be distributed in substantially the form of following form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: ____________________ This is one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts of the series designated and referred to in, and issued under, the within mentioned Indenture. The Bank of New York, as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.Trustee By _____________________________________ Authorized Signatory

Forms Generally. Certificates for Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution of such Securities or notations of Subsidiary Guarantees, as the case may be. Securities (including the notations thereon relating to the Subsidiary Guarantees and the Trustees certificate of authentication) offered and sold to QIBs shall be issued initially in the form of the Rule 144A Global Note substantially in the form set forth in Exhibit A-1 attached hereto deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Subject to the limitation set forth in Section 2.2, the principal amount of the Rule 144A Global Note may be increased or decreased from time to time by adjustments made on the records of the Trustee as custodian for the Depositary, as hereinafter provided. Securities offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Note, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Cedel Bank. Within a reasonable time after expiration of the Restricted Period, the Regulation S Temporary Global Notes will be exchanged for the Regulation S Permanent Global Notes upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Cedel Bank certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Global Security pursuant to Section 2.7 hereof), and (ii) an Officers' Certificate from the Company. Following such period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Notes pursuant to the applicable rules and procedures of the Depositary, Euroclear and Cedel Bank. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased in connection with transfers of interest pursuant to Section 2.7 hereof. Securities (including the notations thereon relating to any Subsidiary Guarantees and the Trustees certificate of each series authentication) offered and sold other than as described in the preceding paragraphs shall be issued in the form of Definitive Securities in registered form in substantially the form set forth in Exhibit A-1. The Securities, the notations thereon relating to any Subsidiary Guarantees and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, Exhibit A-1 or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental Exhibit A-2 attached hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution of the SecuritiesSecurities or notations of Subsidiary Guarantees, as the case may be. If Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The Securities may also have set forth on the reverse side thereof a form of Securities of any series is established assignment and forms to elect purchase by action taken the Company pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company Sections 9.15 and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities9.16 hereof.

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in Exhibits A, B or C to this ArticleIndenture, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be in substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed to holders SECTION 202. Form of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution Trustee's Certificate of an Issuer Trust shall be distributed in the form Authentication. Trustee's Certificate of Authentication This is one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed of the series designated therein referred to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form within-mentioned Indenture. Bank of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.America National Trust and Savings Association, as Trustee By ------------------------------------- Authorized Officer 22 14 ARTICLE THREE THE SECURITIES

Forms Generally. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication each series and related coupons shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities or coupons, as evidenced by their execution of the SecuritiesSecurities or coupons. If the form forms of Securities or coupons of any series is are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such SecuritiesSecurities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have interest coupons attached. The Trustee's certificates certificate of authentication on all Securities shall be in substantially in the form set forth in this Article. The definitive Securities and coupons shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such Securities, as evidenced by their execution of such SecuritiesSecurities or coupons. Securities distributed SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to holders Section 612, the Trustee's certificate of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust authentication shall be distributed in substantially the form of following form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: -------------------------------- This is one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed of the series designated therein referred to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate bookwithin-entry trading in beneficial interests in such Securities.mentioned Indenture. ____________, as Trustee By: ---------------------------------- Authorized Signatory

Forms Generally. The Debt Securities and Coupons, if any, of each series and the Trustee's certificate of authentication shall be in substantially the forms form set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution of the Company with respect to the Debt Securities or in one or more indentures Indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as the Company may deem appropriate (and, if not contained in a supplemental Indenture entered into in accordance with Article IX, as are not prohibited by the provisions of this Indenture) or as may be required or appropriate to comply with applicable tax laws any law or the with any rules made pursuant thereto or with any rules of any securities exchange on which such series of Debt Securities may be listed, or to conform to general usage, or as may, consistently herewith, be determined by the officers executing such securitiesDebt Securities and Coupons, as evidenced by their execution of the SecuritiesDebt Securities and Coupons. If the form or forms of Debt Securities of any series is established by action taken pursuant to a Board ResolutionResolution of the Company, either an Officers’ Certificate of the Company shall certify that such action shall have been duly taken or a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and Company, and, in either case, delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 2.07 for the authentication and delivery of such Debt Securities. The Trustee's certificates definitive Debt Securities of authentication shall be substantially in the form set forth in this Article. The definitive Securities each series, Coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such SecuritiesDebt Securities and Coupons, as evidenced by their execution of such SecuritiesDebt Securities and Coupons. Securities distributed to holders The forms of Global Capital Securities (of any series shall have such provisions and legends as defined are customary for Debt Securities of such series in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nomineeglobal form, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit including without limitation any legend required by the Depositary for the Debt Securities of such series. The Trustee’s Certificates of Authentication shall be in substantially the form set forth in this Article II. Each Bearer Security and each Coupon shall bear a legend substantially to the respective accounts following effect: “Any United States Person who holds this obligation will be subject to limitations under the United States Federal income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such SecuritiesInternal Revenue Code.”

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms form set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 amply with applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the such Securities. , If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be in substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Securities distributed Section 202. FORM OF FACE OF SECURITY. [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT--FOR PURPOSES OF SECTION 1232 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1954, A▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇ECURITY IS % OF ITS PRINCIPAL AMOUNT AND THE ISSUE DATE IS , 19 .] SHEARSON LEHMAN/AMERICAN EXPRESS INC. No. $ SHEARSON LEHMAN/AMERICAN EXPRESS INC., a corporation duly organized end exis▇▇▇▇ ▇nder the laws of Delaware (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to holders pay to or registered assigns, the principal sum of Global Capital Securities Dollars on . [IF THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT--, and to pay interest thereon from or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [IF APPLICABLE INSERT--, and (as defined in to the applicable Trust Agreement) upon extent that the dissolution payment of an Issuer Trust such interest shall be distributed legally enforceable) at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the form of Person in whose name this Security (or one or more Global Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities registered of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT--The principal of this Security shall not bear interest except in the name case of a Depositary default in payment of principal upon acceleration, upon redemption or its nomineeat Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and deposited with such interest shall also be payable on demand.] Payment of the Securities Registrarprincipal of (and premium, if any) and [IF APPLICABLE, INSERT any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in the [Borough of Manhattan, the City of New York] in such coin or currency of the United States of America as custodian at the time of payment as legal tender for payment of public and private debts [IF APPLICABLE, INSERT ; PROVIDED, HOWEVER, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such Depositaryaddress shall appear in the Security Register] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, or with such Depositary, which further provisions shall for credit all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Depositary trustee referred to on the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust reverse hereof by manual signature, this Security shall not be issued in entitled to any benefit under the form of a Global Security Indenture or be valid or obligatory for any other form intended to facilitate book-entry trading in beneficial interests in such Securitiespurpose.

Forms Generally. The definitive Securities of each series and the Trustee's certificate of authentication shall be in substantially the form or forms set forth thereof established in this Articlethe indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in such other form or forms as shall be established by or an Officer's Certificate of the Company pursuant to a such supplemental indenture or Board Resolution or in one or more indentures supplemental heretoResolution, in each case with such appropriate terms, insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers Person executing such securitiesSecurities, as evidenced by their execution thereof. The Guarantees to be endorsed on such Securities shall be in substantially the form or forms thereof established in an indenture supplemental hereto establishing such series or in an Officer's Certificate of the SecuritiesGuarantor delivered to the Trustee in connection with the establishment of such series, in each case with such appropriate terms, insertions, omissions, substitutions and other variations as may be determined by the Authorized Officer signing such supplemental indenture or Officer's Certificate, and may have such letters, numbers or other marks of identification and such legends or endorsements place thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Person executing such Guarantees. If the form or forms of Securities of any series is or Guarantees endorsed thereon, as the case may be, are established by action taken in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, a copy of an appropriate record of such action Board Resolution and Officer's Certificate, if any, shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such Securities. The Trustee's certificates Unless otherwise specified as contemplated by Section 301 or clause (g) of authentication Section 1201, the Securities of each series shall be substantially issuable in the registered form set forth in this Articlewithout coupons. The definitive Securities and Guarantees endorsed thereon shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other such manner permitted by the rules of any securities exchange on which the Securities may as shall be listed, all as determined by the officers Person executing such SecuritiesSecurities or Guarantees, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust authentication shall be distributed in substantially the form of set forth below: This is one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed of the series designated therein and the Guarantee thereof referred to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate bookwithin-entry trading in beneficial interests in such Securities.mentioned Indenture. Dated: --------------------------------- as Trustee By: ------------------------------ Authorized Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The Securities of each series and the Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates certificate of authentication shall be substantially in the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securitiessecurities. Securities distributed to holders of beneficial interests in a Global Capital Securities (as defined in the applicable Trust Agreement) Preferred Security upon the dissolution of an Issuer Trust ▇▇▇▇▇ Capital II shall be distributed in the form of one or more Global Securities registered in the name of a Depositary Depository or its nominee, and deposited with the Securities Registrar, as custodian for such DepositaryDepository, or with held by such DepositaryDepository, for credit by the Depositary Depository to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

Forms Generally. The Securities of each series Each Registered Security, Bearer Security, Coupon and the Trustee's certificate of authentication temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, Security or Coupon as evidenced by their execution of the Securitiessuch Security or Coupon. If the form of Securities of any series is established by action taken Unless otherwise provided in or pursuant to a Board Resolutionthis Indenture or any Securities, a copy of an appropriate record of such action the Securities shall be certified by issuable in registered form without Coupons and shall not be issuable upon the Secretary or an Assistant Secretary exercise of the Company warrants. Definitive Securities and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, methods on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Issuer executing such SecuritiesSecurities or Coupons, as evidenced by their execution of such SecuritiesSecurities or Coupons. Securities distributed Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to holders Section 611, the Trustee's certificate of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust authentication shall be distributed in substantially the form of following form: This is one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed of the series designated therein referred to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate bookwithin-entry trading in beneficial interests in such Securities.mentioned Indenture. -----------------------------------, as Trustee By______________________ Authorized Officer

Forms Generally. The definitive Securities of each series and the Trustee's certificate of authentication shall be in substantially the form or forms set forth thereof established in this Articlethe indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in such other form or forms as shall be established by or an Officer's Certificate of the Company pursuant to a such supplemental indenture or Board Resolution or in one or more indentures supplemental heretoResolution, in each case with such appropriate terms, insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers Person executing such securitiesSecurities, as evidenced by their execution thereof. The Guarantees to be endorsed on such Securities shall be in substantially the form or forms thereof established in an indenture supplemental hereto establishing such series or in an Officer's Certificate of the SecuritiesGuarantor delivered to the Trustee in connection with the establishment of such series, in each case with such appropriate terms, insertions, omissions, substitutions and other variations as may be determined by the Authorized Officer signing such supplemental indenture or Officer's Certificate, and may have such letters, numbers or other marks of identification and such legends or endorsements place thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Person executing such Guarantees. If the form or forms of Securities of any series is or Guarantees endorsed thereon, as the case may be, are established by action taken in a Board Resolution or in an Officer's Certificate pursuant to a Board Resolution, a copy of an appropriate record of such action Board Resolution and Officer's Certificate, if any, shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such Securities. The Trustee's certificates Unless otherwise specified as contemplated by Section 301 or clause (g) of authentication Section 1201, the Securities of each series shall be substantially issuable in the registered form set forth in this Articlewithout coupons. The definitive Securities and Guarantees endorsed thereon shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other such manner permitted by the rules of any securities exchange on which the Securities may as shall be listed, all as determined by the officers Person executing such SecuritiesSecurities or Guarantees, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of such Securities. Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust authentication shall be distributed in substantially the form of set forth below: This is one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed of the series designated therein and the Guarantee thereof referred to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.within- mentioned Indenture. Dated: --------------------------------- as Trustee By: ------------------------------ Authorized Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication each series and related coupons and the Global Securities, if any, issued pursuant to this Indenture shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securitiesSecurities or coupons, as evidenced by their execution of the SecuritiesSecurities or coupons (but which do not affect the rights or duties of the Trustee). If the form forms of Securities or coupons of any series is are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of the Company PEC and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to 303 for the authentication and delivery of such SecuritiesSecurities or coupons. The Trustee's certificates of authentication shall be in substantially in the form set forth in this ArticleArticle or Article Six. Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, the Securities of each series shall be issuable in global and registered form without coupons. If so provided as contemplated by Section 301, the Securities of a series also shall be issuable in bearer form, with or without interest coupons attached. The definitive Securities and coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any applicable securities exchange on which the Securities may be listedexchange, all as determined by the officers executing such Securities, as evidenced by their execution of such SecuritiesSecurities or coupons. Securities distributed SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to holders Section 614, the Trustee's certificate of Global Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust authentication shall be distributed in substantially the form of following form: This is one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed of the series referred to holders of Capital Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate bookwithin-entry trading in beneficial interests in such Securities.mentioned Indenture. Bank One Trust Company National Association, as Trustee By: ----------------------------------------- Authorized Officer