Common use of Forms Generally Clause in Contracts

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, Dated: _________________________________ as Trustee By: _____________________________ Authorized Officer Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such seriesand set forth in an Officers' Certificate, or established in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers officer of the Company executing such Securities, Security or Coupon as evidenced by their the execution thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurity or Coupon. Unless otherwise specified as contemplated by Section 301provided in or pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers officer of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their the execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK!, as Trustee By: _____________________________ ------------------------------------ Authorized Officer Signatory Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent 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 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, in this Indenture 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 global form in the manner and upon instructions given by the Person or Persons specified therein, in this Indenture or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 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 global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such seriesand set forth in an Officers' Certificate, or established in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers officer of the Company executing such Securities, Security or Coupon as evidenced by their the execution thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurity or Coupon. Unless otherwise specified as contemplated by Section 301provided in or pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers officer of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their the execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK[_________], as Trustee By: _________________________________________ Authorized Officer ARTICLE THREE THE SECURITIESSignatory Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent 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 is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee 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 pursuant to Section 301 with respect to such Security 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 global form in the manner and upon instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 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 global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301.

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-within- mentioned Indenture. THE CHASE MANHATTAN BANK, Dated: _________________________________ as Trustee By: _____________________________ Authorized Officer Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Securities, as evidenced by their execution thereofof 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 are established in a Board Resolution (or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, any such Board Resolution and Officer's Certificate, if any, temporary global Security) shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons(or any such temporary global Security). The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE JPMORGAN CHASE MANHATTAN BANK, as Trustee By: :_____________________________ Authorized Officer 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 series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges or redemptions. 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 in such Security or in a 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 in such Security or in the applicable Company Order. With respect to the Securities of 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 customarily provided for by the Depositary appointed with respect to such global Security. Any Security in global form may be deposited with the Depositary or its nominee, or may remain in the custody of the Security Custodian therefor pursuant to an agreement between the Trustee and 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 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 the Security Custodian as its custodian, or under such global 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 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 or shall impair, as between the 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 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 depositary as 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 occur 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 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 any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of 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 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 Securities may be issued in either temporary or permanent form. Permanent global Securities will be issued in definitive form. ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons shall be in substantially the form (including temporary or forms thereof permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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 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 thereofof the Securities or coupons. If the form or forms of temporary INDENTURE -12- 19 Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in a the preceding sentence. A copy of the Board Resolution establishing the forms of Securities or in an Officer's Certificate pursuant to a Supplemental Indenture coupons of any series (or a Board Resolution, any such Board Resolution and Officer's Certificate, if any, 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 303 for the authentication and delivery of such SecuritiesSecurities (or any such temporary global Security) or coupons. Unless otherwise specified as contemplated by Section 301, the Securities of each series in bearer form shall be issuable in registered form without couponshave interest coupons attached. The definitive Securities and coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, -------------------------------- as Trustee By: _____________________________ --------------------------- Authorized Officer ARTICLE THREE THE SECURITIESSignatory."

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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, 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 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 thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurity or Coupon. Unless otherwise specified as contemplated by Section 301provided in or pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons and shall not be issuable upon the exercise of warrants. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Issuer executing such SecuritiesSecurities or Coupons, as evidenced by their execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANKBANK OF NEW YORK , -------------------------- as Trustee By: _____________________________ Authorized Officer Signatory Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series shall be 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 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 Issuer 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 Issuer Order. If an Issuer Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Issuer, the Trustee and any agent of the Issuer and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated desig- nated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, _________________________________ as Trustee By: _____________________________ Authorized Officer Signatory ARTICLE THREE THE SECURITIESThe Securities

Forms Generally. (a) The definitive Security Certificates representing Securities of each series Series shall be substantially in substantially the such form (not inconsistent with this Indenture) as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series pursuant to a Board Resolution, an Officer’s Certificate or in a Board Resolution establishing such series, one or in an Officer's Certificate pursuant to such a more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this IndentureIndenture (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 the any law or 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 such Officer’s execution of the Securities Certificates. Definitive Certificates shall be printed, lithographed, engraved or produced in any manner in accordance with this Indenture, all as determined by the Officer executing such Definitive Certificates as evidenced by such Officer’s execution of such Definitive Certificates. (b) Notwithstanding anything to the contrary contained herein, Securities of any Series issued in a transaction exempt from or not subject to the registration requirements of the Securities Act shall be 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 execution 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 nominee 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, 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 of 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 applicable, on the dates provided for such payments in accordance with the terms of this Indenture. If Each such payment to the form Depositary or forms 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 interest on, the Securities of such Series 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, 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 amount of such partial redemption; provided, that the 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 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 Series, obtaining any consent or other 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 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 established registered in a Board Resolution 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 an Officer's Certificate pursuant 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 Supplemental Indenture 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 a Board Resolution, such Board Resolution and Officer's Certificate, if anyany 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 not 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). (f) Upon the occurrence of 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 receipt of an order in accordance with Section 2.4 hereof, the Trustee shall authenticate and deliver, Definitive Certificates that the Company has delivered to the Trustee at or prior representing Securities of such Series, in authorized denominations, in an aggregate principal amount equal to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery principal amount of such Securities. Unless otherwise specified as contemplated by Section 301, the Holder’s Global Certificates representing Securities of each series such Series in exchange for such Global Certificates. (g) Upon the exchange of a Global Certificate representing Securities of a Series for Definitive Certificates representing Securities of such Series, Securities represented by such Global Certificates shall be issuable canceled by the Trustee. Securities represented by Definitive Certificates of a Series issued in exchange for a Global Certificate of such Series pursuant to this Section 2.1 shall be registered form without couponsin such names 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 definitive Securities Trustee or such agent shall be produced deliver such Definitive Certificates to or as directed in such manner as shall be determined writing by the officers executing Persons in whose names such Securities, as evidenced Securities represented by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of Definitive Certificates are so registered or to the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIESDepositary.

Forms Generally. The definitive Securities and the Senior Guarantees to be endorsed thereon of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or Senior Guarantees to be endorsed thereon, as the case may be, as evidenced by their execution thereofof the Securities or Senior Guarantees to be endorsed thereon, as the case may be. If temporary Securities and Senior Guarantees 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 and Senior Guarantees of any series are established in a Board Resolution (or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, any such Board Resolution and Officer's Certificate, if any, 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 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons(or any such temporary global Security). The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities with Senior Guarantees of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIES.

Forms Generally. The definitive Securities of each series shall be in substantially the form (including permanent global form) as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities. If temporary Securities of any series are issued in global form as provided by Section 304, the form thereof shall be established as provided in the preceding sentence. If the form or forms of Securities of any series are is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Supplemental Indenture or a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, 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 303 for the authentication and delivery of such SecuritiesSecurities (or any such temporary global Security). Unless otherwise specified as contemplated by Section 301, If all of the Securities of any series established by action taken pursuant to a Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each series Security of such series, but an appropriate record of such action shall be issuable in registered form without couponsdelivered at or before the time of issuance of the first Security of such series. The definitive Securities shall be printed, lithographed or engraved or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN MELLON BANK, N.A. as Trustee By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIESSignatory

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture one or more indentures supplemental hereto establishing such series or in approved from time to time by or pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolutionaccordance with Section 301, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this IndentureIndenture and 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series are is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Supplemental Indenture or a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, 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 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: in this Article. 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, as evidenced by their execution of such Securities. SECTION 202. Form of Trustee's Certificate of Authentication. This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: _____________________________ By ------------------------------------ Authorized Officer ARTICLE THREE SECTION 203. Securities Issuable in the Form of a Global Security. (a) If the Issuer shall establish pursuant to Sections 201 and 301 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with Section 303 and the Company Order delivered to the Trustee thereunder, authenticate and deliver, such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE SECURITIESINDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE (I) BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR (II) BY A NOMINEE OF THE DEPOSITARY OR THE DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN." (b) Notwithstanding any other provision of this Section 203 or of Section 305, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 305, only to another nominee of the Depositary for such Global Security, or to a successor Depositary for such Global Security selected or approved by the Issuer or to a nominee of such successor Depositary. (i) If at any time the Depositary for a Global Security notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Security or if at any time the Depositary for the Securities for such Series shall no longer be eligible or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Issuer shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities of such series in exchange for such Global Security, will authenticate and deliver individual Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. (ii) If an Event of Default shall have occurred and be continuing or an event shall have occurred which with the giving of notice or lapse of time or both, would constitute an Event of Default with respect to the Securities represented by such Global Security, the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities of such series in exchange for such Global Security, will authenticate and deliver individual Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. (iii) The Issuer may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities of such series in exchange in whole or in part for such Global Security, will authenticate and deliver individual Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities representing such series to be so exchanged for such Global Security or Securities. (iv) If specified by the Issuer pursuant to Section 301 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for individual Securities of such series of like tenor and terms in definitive form on such terms as are acceptable to the Issuer and such Depositary. Thereupon the Issuer shall exe- cute, and the Trustee shall authenticate and deliver, without service charge, (1) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and of any authorized denomination of $1,000 and any integral multiple thereof as requested by such Person in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Security; and (2) to such Depositary a new Global Security of like tenor and terms and in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. (v) In any exchange provided for in any of the preceding four paragraphs, the Issuer will execute and the Trustee will authenticate and deliver individual Securities in definitive registered form in authorized denominations of $1,000 and any integral multiple thereof. Upon the exchange of a Global Security for individual Securities, such Global Security shall be cancelled by the Trustee. Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the persons in whose names such Securities are so registered.

Forms Generally. The definitive Securities of each series and any Coupons to be attached thereto shall be substantially in substantially the such form as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, 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 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 Securities, as evidenced by their execution thereofof the Securities. Temporary Securities of any series may be issued as permitted by Section 304. If the form or forms of Securities or Coupons of any series are is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Supplemental Indenture or a Board Resolution, a copy of an appropriate record of any such Board Resolution and Officer's Certificateaction taken pursuant thereto, if anyincluding a copy of 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 303 for the authentication and delivery of such Securities. 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 in Section 301, the Bearer Securities of each series shall be issuable in registered form without couponshave Coupons attached. The definitive Securities and Coupons shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities and Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein herein and referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, ----------------------------- as Trustee By: _____________________________ By --------------------------- Authorized Officer ARTICLE THREE THE SECURITIESSection 203. ADDITIONAL PROVISIONS REQUIRED IN GLOBAL SECURITY. Any Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: "This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee thereof. This Security may not be transferred to, or registered or exchanged for Securities registered in the name of, any Person other than the Depositary or a nominee thereof and no such transfer may be registered, except in the limited circumstances described in the Indenture. Every Security authenticated and delivered upon registration or transfer of, or in exchange for or in lieu of, this Security shall be a Global Security subject to the foregoing, except in such limited circumstances."

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series series, or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each any case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the The Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-within- mentioned Indenture. THE CHASE MANHATTAN BANK, --------------------------------- as Trustee By: _____________________________ ----------------------------- Authorized Officer ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecu rities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, Dated: --------------------------------- as Trustee By: _____________________________ ----------------------------- Authorized Officer Signatory -15- ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: _____________________________ as Trustee By:_________________________ Authorized Officer Signatory ARTICLE THREE THE SECURITIESThe Securities

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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, 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 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 thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurity or Coupon. Unless otherwise specified as contemplated by Section 301provided in or pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK*, as Trustee By: _____________________________________ Authorized Officer Signatory Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent 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 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 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 Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 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 global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series, related coupons, if any, and temporary global Securities, if any, shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such shall have appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified provided as contemplated by Section 301301 with respect to any series of Securities, the Securities of each series shall be issuable in registered form without coupons. If so provided as contemplated by 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 shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as conclusively evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Form of Trustee's certificate Certificate of authentication shall be in substantially the form set forth below: Authentication. This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANKBANK OF NEW YORK, as Trustee Dated:__________________ By: :_____________________________ Authorized Officer Signatory ARTICLE THREE THE SECURITIESSECURITIES SECTION 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto: (1) the title of the Securities and the series in which such Securities shall be included; (2) any limit upon the aggregate principal amount of the Securities of such title or 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, 906 or 1207); (3) whether Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both; any restrictions applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of the series may be exchanged for Registered Securities of the series and vice versa; and whether any Securities of the series are to be issuable initially in global form and, if so, (i) whether beneficial owners of interests in any such global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 305 and (ii) the name of the depository or the U.S. Depository, as the case may be, with respect to any global Security; (4) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued; (5) if Securities of the series are to be issuable as Bearer Securities, whether interest in respect of any portion of a temporary Bearer Security in global form (representing all of the Outstanding Bearer Securities of the series) payable in respect of an Interest Payment Date prior to the exchange of such temporary Bearer Security for definitive Securities of the series shall be paid to any clearing organization with respect to the portion of such temporary Bearer Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date; (6) the date or dates on which the principal of such Securities is payable; (7) the rate or rates at which such Securities shall bear interest, if any, or any method by which such rate or rates shall be determined, 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 for the interest payable on Registered Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts on such securities shall be payable in respect of specified taxes, assessments or other governmental charges withheld or deducted and, if so, whether the Company has the option to redeem the affected Securities rather than pay such Additional Amounts, and the basis upon which interest shall be calculated if other than that of a 360 day year of twelve 30-day months; (8) the place or places, if any, in addition to or other than the Borough of Manhattan, The City of New York, where the principal of (and premium, if any) and interest on such Securities shall be payable; (9) the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities may be redeemed, in whole or in part, at the option of the Company; (10) the obligation, if any, of the Company to redeem or purchase such Securities pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities; (11) the denominations in which Registered Securities of the series, if any, shall be issuable if other than denominations of $1,000 and any integral multiple thereof, and the denominations in which Bearer Securities of the series, if any, shall be issuable if other than the denomination of $5,000; (12) if other than the principal amount thereof, the portion of the principal amount of such Securities which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502; (13) if other than the currency of the United States, the coin or currency, including composite currencies, in which payment of the principal of (and premium, if any) and interest, if any, on, such Securities shall be payable; (14) if the principal of (and premium, if any) or interest, if any, on such Securities are to be payable, at the election of the Company or a Holder thereof, in a coin or currency, including composite currencies, 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; (15) if the amount of payments of principal of (and premium, if any) or interest, if any, on such Securities may be determined with reference to an index, formula or other method or based on a coin or currency other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined; (16) the right, if any, of the Company to defer payments of interest by extending the interest payment periods and specify the duration of such extension, the Interest Payment Dates on which such interest shall be payable and whether and under what circumstances additional interest on amounts deferred shall be payable; (17) the limitation, if any, on the Company's right to pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock or comparable equity interest; (18) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions; and (19) any other terms of such Securities (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series and the coupons appertaining to Bearer Securities of such series, if any, shall be substantially identical except as to denomination and the rate or rates of interest, if any, and Stated Maturity, the date from which interest, if any, shall accrue and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers' Certificate or in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of such series. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Eleven.

Forms Generally. The definitive Securities of each series shall be Registered Securities and shall be in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof 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 are established in a Board Resolution (or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, any such Board Resolution and Officer's Certificate, if any, temporary global Security) shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons(or any such temporary global Security). The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIES-------------------------------------- By ----------------------------------- AUTHORIZED OFFICER".

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, --------------------------------- as Trustee By: _____________________________ ------------------------------ Authorized Officer Signatory -13- ARTICLE THREE THE SECURITIESThe Securities

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers officer of the Company executing such Securities, Security or Coupon as evidenced by their the execution thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurity or Coupon. Unless otherwise specified as contemplated by Section 301provided in or pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers officer of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their the execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANKThe First National Bank of Chicago, as Trustee By: By __________________________________________ Authorized Officer Signatory Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent 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 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 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 Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 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 global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series pursuant to a Company Board Resolution or in a Board Resolution establishing such seriesone or more indentures supplemental hereto, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this IndentureIndenture 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 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 thereofof such Security or Coupon. If the form of Registered Security, Bearer Security, Coupon or forms of Securities of any series are temporary or permanent global Security is established in by action taken pursuant to a Board Resolution or in of the Company, a copy of an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, appropriate record of such Board Resolution and Officer's Certificate, if any, 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 303 for the authentication and delivery of such SecuritiesRegistered Security, Bearer Security, Coupon, temporary or permanent global Security. Unless otherwise specified as contemplated by Section 301, the Definitive Securities of each series and definitive Coupons shall be issuable in registered form without coupons. The definitive Securities shall printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their execution thereofof such Securities or Coupons. SECTION Unless otherwise specified pursuant to Section 301 and except for temporary global Bearer Securities (as contemplated by Section 304 hereof), Bearer Securities shall have Coupons attached. Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION[INTENTIONALLY OMITTED]. The ----------------------- Section 203. Form of Trustee's Certificate of Authentication. ----------------------------------------------- Subject to Section 612, the Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred attached to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, this Indenture as Trustee By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIESExhibit A. ---------

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-within- mentioned Indenture. THE CHASE MANHATTAN BANK, Dated: --------------------------------- as Trustee By: _____________________________ ----------------------------- Authorized Officer Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such seriesand set forth in an Officers' Certificate, or established in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers officer of the Company executing such Securities, Security or Coupon as evidenced by their the execution thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurity or Coupon. Unless otherwise specified as contemplated by Section 301provided in or pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers officer of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their the execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK-------------------------------------, as Trustee By: _____________________________ ------------------------------------ Authorized Officer ARTICLE THREE THE SECURITIESSignatory

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons shall be in substantially the form (including temporary or forms thereof permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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 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 thereofof the Securities or coupons. If the form or forms of temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in a the preceding sentence. A copy of the Board Resolution establishing the forms of Securities or in an Officer's Certificate pursuant to a Supplemental Indenture coupons of any series (or a Board Resolution, any such Board Resolution and Officer's Certificate, if any, 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 303 for the authentication and delivery of such SecuritiesSecurities (or any such temporary global Security) or coupons. Unless otherwise specified as contemplated by Section 301, the Securities of each series in bearer form shall be issuable in registered form without couponshave interest coupons attached. The definitive Securities and coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, ---------------------------------------- as Trustee By: _____________________________ ------------------------------------ Authorized Officer ARTICLE THREE THE SECURITIESOfficer."

Forms Generally. The definitive Securities of each series shall be Registered Securities and shall be in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof 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 are established in a Board Resolution (or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, any such Board Resolution and Officer's Certificate, if any, temporary global Security) shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons(or any such temporary global Security). The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIESBy -------------------------------- AUTHORIZED OFFICER"

Forms Generally. The definitive Registered Securities, if any, and the Bearer Securities and related coupons, if any, of each series shall be in substantially the form (including temporary or forms thereof permanent global form) as shall be established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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 thereon, as may be required to comply with the rules of any securities exchange exchange, or as may, consistently herewith, be determined by the officers executing such SecuritiesDebt Securities or coupons, as evidenced by their execution thereofsignatures on the Debt Securities or coupons. If the form or forms of Debt Securities of any series are or coupons (including any such Global Security) is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Supplemental Indenture or a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, 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 303 for the authentication and delivery of such SecuritiesDebt Securities or coupons. Unless otherwise specified as contemplated by Section 301, the Debt Securities of each series in bearer form other than Debt Securities in temporary or permanent global form shall be issuable in registered form without couponshave coupons attached. The definitive Debt Securities and coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Debt Securities, as evidenced by their the execution thereofof such Debt Securities and coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Form of Trustee's certificate Certificate of authentication shall be in substantially the form set forth below: Authentication. This is one of the Securities Debt Securities, of the series designated therein referred to herein, described in the within-mentioned Indenture. THE CHASE MANHATTAN BANK----------------------------------- , not in its individual capacity but solely as Trustee By ----------------------------------- Authorized Officer Section 203. Debt Securities in Global Form. If Debt Securities of a series are issuable in whole or in part in global form, as specified as contemplated by Section 301, then, notwithstanding clause (12) of Section 301 and the provisions of Section 302, such Global Security shall represent such of the outstanding Debt Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Debt Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Debt Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amounts, of Outstanding Debt Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee By: _____________________________ Authorized Officer pursuant to Section 303 or Section 304. The provisions of the last sentence of Section 303(g) shall apply to any Debt Securities represented by a Debt Security in global form if such Debt Security was never issued and sold by the Company and the Company delivers to the Trustee the Debt 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 respect to the reduction in the principal amount of Debt Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303(g). Global Securities may be issued in either registered or bearer form and in either temporary or permanent form. ARTICLE THREE THE SECURITIESThe Debt Securities

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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, 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 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 thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurity or Coupon. Unless otherwise specified as contemplated by Section 301provided in or pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons and shall not be issuable upon the exercise of warrants. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Issuer executing such SecuritiesSecurities or Coupons, as evidenced by their execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, ----------------------- as Trustee By: _____________________________ By -------------------- Authorized Officer Signatory Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series shall be 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 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 Issuer 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 Issuer Order. If an Issuer Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Issuer, the Trustee and any agent of the Issuer and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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, 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 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 thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurity or Coupon. Unless otherwise specified as contemplated by Section 301provided in or pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons and shall not be issuable upon the exercise of warrants. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Issuer executing such SecuritiesSecurities or Coupons, as evidenced by their execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK_____________________________, as Trustee By: _____________________________ Authorized Officer Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series shall be 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 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 Issuer 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 Issuer Order. If an Issuer Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Issuer, the Trustee and any agent of the Issuer and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series, related coupons, if any, and temporary global Securities, if any, shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such shall have appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified provided as contemplated by Section 301301 with respect to any series of Securities, the Securities of each series shall be issuable in registered form without coupons. If so provided as contemplated by 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 shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Form of Trustee's certificate Certificate of authentication shall be in substantially the form set forth below: Authentication. This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, BANK (NATIONAL ASSOCIATION) as Trustee By: By ________________________________ Authorized Officer ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such seriesand set forth in an Officers' Certificate, or established in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, in each case case, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers officer of the Company executing such Securities, Security or Coupon as evidenced by their the execution thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurity or Coupon. Unless otherwise specified as contemplated by Section 301provided in or pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers officer of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their the execution thereofof such Securities or Coupons. SECTION Each Security, if applicable, shall have a Subsidiary Guarantee endorsed thereon in substantially the form set forth in this Article II. Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-within- mentioned Indenture. THE CHASE MANHATTAN FIRST UNION NATIONAL BANK, as Trustee By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIESSignatory Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent 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 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 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 Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 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 global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301.

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: Dated:_________________________________ as Trustee By: ______________________ Authorized Officer Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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, 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 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 thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurity or Coupon. Unless otherwise specified as contemplated by Section 301provided in or pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons and shall not be issuable upon the exercise of warrants. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Issuer executing such SecuritiesSecurities or Coupons, as evidenced by their execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN SUNTRUST BANK, as Trustee By: _____________________________ Authorized Officer Signatory Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series shall be 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 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 Issuer 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 Issuer Order. If an Issuer Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Issuer, the Trustee and any agent of the Issuer and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE THE SECURITIESThe Securities

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such seriesand set forth in an Officers' Certificate, or established in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers officer of the Company executing such Securities, Security or Coupon as evidenced by their the execution thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurity or Coupon. Unless otherwise specified as contemplated by Section 301provided in or pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers officer of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their the execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-within- mentioned Indenture. THE CHASE MANHATTAN FIRST UNION NATIONAL BANK, as Trustee By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIESSignatory Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent 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 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 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 Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 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 global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301.

Forms Generally. The definitive Registered Securities of each series shall be in substantially the form (including temporary or forms thereof permanent global form) as shall be established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions 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 thereon, as may be required to comply with the rules of any securities exchange exchange, or as may, consistently herewith, be determined to be appropriate by the officers executing such SecuritiesJunior Subordinated Debentures, as evidenced by their execution thereofsignatures on the Junior Subordinated Debentures. If the form or forms of Securities Junior Subordinated Debentures of any series are (including any such Global Security) is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Supplemental Indenture or a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, 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 303 for or the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without couponsJunior Subordinated Debentures. The definitive Securities Junior Subordinated Debentures shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such SecuritiesJunior Subordinated Debentures, as evidenced by their the execution thereofof such Junior Subordinated Debentures. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Form of Trustee's certificate Certificate of authentication shall be in substantially the form set forth below: Authentication. This is one of the Securities Junior Subordinated Debentures, of the series designated therein referred to herein, described in the within-mentioned Indenture. THE CHASE MANHATTAN BANKWilmington Trust Company, not in its individual capacity but solely as Trustee By: ________________________________ Authorized Officer SECTION 203. Junior Subordinated Debentures in Global Form. If Junior Subordinated Debentures of a series are issuable in whole or in part in global form, as contemplated by Section 301, then, notwithstanding clause (11) of Section 301 and the provisions of Section 302, the Global Security shall represent such number of the outstanding Junior Subordinated Debentures of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Junior Subordinated Debentures from time to time endorsed thereon and that the aggregate amount of Outstanding Junior Subordinated Debentures represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amounts, of Outstanding Junior Subordinated Debentures represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. The provisions of the last sentence of Section 303(g) shall apply to any Junior Subordinated Debentures represented by a Junior Subordinated Debenture in global form if the Junior Subordinated Debenture was never issued and sold by the Company and the Company delivers to the Trustee the Junior Subordinated Debenture 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 respect to the reduction in the principal amount of Junior Subordinated Debentures represented thereby, together with the written statement contemplated by the last sentence of Section 303(g). Global Securities may be issued in either temporary or permanent form. ARTICLE THREE THE SECURITIESJUNIOR SUBORDINATED DEBENTURES SECTION 301. Amount Unlimited; Issuance in Series. The aggregate principal amount of Junior Subordinated Debentures that may be authenticated and delivered under this Indenture is unlimited. The Junior Subordinated Debentures may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and set forth in an Officer's Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Junior Subordinated Debentures of any series: (1) the title of the Junior Subordinated Debentures of the series (which shall distinguish the Junior Subordinated Debentures of the series from all other Junior Subordinated Debentures); (2) the limit, if any, upon the aggregate principal amount of the Junior Subordinated Debentures of the series that may be authenticated and delivered under this Indenture (except for Junior Subordinated Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Junior Subordinated Debentures of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Junior Subordinated Debentures that, under Section 303, are deemed never to have been authenticated and delivered hereunder); (3) the date or dates on which the principal and premium, if any, of the Junior Subordinated Debentures of the series are payable; (4) the rate or rates, if any, at which the Junior Subordinated Debentures of the series shall bear interest, or the method or methods by which such rate or rates may be determined, the date or dates from which interest shall accrue, the Interest Payment Dates on which interest shall be payable, the Regular Record Date for the interest payable on any Registered Security on any Interest Payment Date and the circumstances, if any, in which the Company may defer interest payments; (5) the place or places where, subject to the provisions of Section 1002, the principal of (and premium, if any) and interest on Junior Subordinated Debentures of the series shall be payable, any Registered Securities of the series may be surrendered for registration of transfer, Junior Subordinated Debentures of the series may be surrendered for exchange and notices and demands to or upon the Company in respect of the Junior Subordinated Debentures of the series and this Indenture may be served and where notices to Holders under Section 106 will be published; (6) if applicable, 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 Junior Subordinated Debentures of the series may be redeemed, in whole or in part, at the option of the Company; (7) the obligation, if any, of the Company to redeem, repay or purchase Junior Subordinated Debentures of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Junior Subordinated Debentures of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation; (8) whether the Junior Subordinated Debentures of the series shall be issued in whole or in part in the form of a Global Security or Securities and the Depository for the Global Security or Securities, whether such global form shall be permanent or temporary; (9) if Junior Subordinated Debentures of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security may be exchanged for definitive Junior Subordinated Debentures and whether the definitive Junior Subordinated Debentures will be in global form and whether interest in respect of any portion of such Global Security payable in respect of an Interest Payment Date shall be paid to any clearing organization with respect to a portion of such Global Security held for its account and, in that event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date if other than as provided in this Article Three; (10) whether, and under what conditions, additional amounts will be payable to Holders of Junior Subordinated Debentures of the series under Section 1006; (11) the denominations in which any Registered Securities of the series shall be issuable, if other than denominations of $1,000 and any integral multiple thereof; (12) if other than the principal amount thereof, the portion of the principal amount of Junior Subordinated Debentures of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502; (13) any Events of Default with respect to Junior Subordinated Debentures of such series, if not set forth herein; (14) any other covenant or warranty included for the benefit of the Junior Subordinated Debentures of the series in addition to (and not inconsistent with) those set forth herein for the benefit of Junior Subordinated Debentures of all series, or any other covenant or warranty included for the benefit of Junior Subordinated Debentures of the series in lieu of any covenant or warranty set forth herein for the benefit of Junior Subordinated Debentures of all series, or any provision that any covenant or warranty set forth herein for the benefit of Junior Subordinated Debentures of all series shall not be for the benefit of Junior Subordinated Debentures of such series, or any combination of such covenants, warranties or provisions and the applicability, if any, of the provisions of Section 1005 to such covenants and warranties; (15) the terms and conditions, if any, pursuant to which the Company's obligations under this Indenture may be terminated through the deposit of money or Eligible Instruments as provided in Articles Four and Twelve; (16) the Person or Persons who shall be Security Registrar for the Junior Subordinated Debentures of such series if other than the Trustee, and the place or places where the Security Register for such series shall be maintained and the Person or Persons who will be the initial Paying Agent or Agents, if other than the Trustee; (17) any other terms of the series (which terms may not be inconsistent with the provisions of this Indenture). All Junior Subordinated Debentures of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officer's Certificate or in any such indenture supplemental hereto. Junior Subordinated Debentures of any particular series may be issued at various times, with different dates on which the principal or any installment of principal is payable, with different rates of interest, if any, or different methods by which rates of interest may be determined, with different dates on which such interest may be payable and with different Redemption Dates. If any of the terms of a series of Junior Subordinated Debentures 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 Officer's Certificate setting forth the terms of the series.

Forms Generally. The definitive Securities of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof 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 are established in a Board Resolution (or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, any such Board Resolution and Officer's Certificate, if any, 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 SECTION 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons(or any such temporary global Security). The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN 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 SECTIONS 301(10) and 302, 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 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 By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIESin such manner and upon instructions given by such Person or Persons as shall be specified in such Security or in a Company Order to be delivered to the Trustee pursuant to SECTION 303 or SECTION 304. Subject to 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 Company Order. With respect to the Securities of 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 customarily provided for by the Depositary appointed with respect to such global Security. Any Security in global form may be deposited with the Depositary or its nominee, or may remain in the custody of the Security Custodian therefor pursuant to a FAST Balance Certificate Agreement or similar agreement between the Trustee and 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 nor be accompanied by an Opinion of Counsel. Members of, or participants in, the 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 the Security Custodian as its custodian, or under such global 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 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 or shall impair, as between the 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 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 nor be accompanied by an Opinion of Counsel) by the Depositary or such other depositary as 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 occur 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 and a successor Depositary is not appointed by the Company within 90 days of such notice, (2) 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 not to have the Securities of such series represented by a global Security. 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 nor 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 SECTIONS 201 and 307, unless otherwise specified as contemplated by SECTION 301, payment of principal of (and premium, if any) and interest on and any Additional Amounts with respect to any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding 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 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 Securities may be issued in either temporary or permanent form. Permanent global Securities will be issued in definitive form.

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established set forth in the indenture supplemental hereto establishing such series this Article, or in such other form as shall be established by or pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form or forms of Securities of any series are is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Supplemental Indenture or a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, 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 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities. Upon their original issuance, Rule 144A 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 by DTC to the 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". 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 Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Face of Security. The Trustee's certificate of authentication shall be in substantially [Insert any legend as required by Section 204] [Insert any legend required by the form set forth below: This is one of Internal Revenue Code and the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIESregulations thereunder.] ................................. .........................................

Forms Generally. The definitive Securities of each series and the Guaranties to be endorsed thereon as contemplated by Article Thirteen shall be in substantially the form or forms thereof established in the Officer's Certificate, the indenture supplemental hereto establishing such series or in a the Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each any case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or Guaranties, as the case requires, as evidenced by their execution thereof. If the form or forms of Securities of any series or the Guaranties to be endorsed thereon are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Officer's Certificate or Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the The Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guaranties endorsed thereon shall be produced in such manner as shall be determined by the officers executing such SecuritiesSecurities or Guaranties, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, ---------------------------------- as Trustee By: _____________________________ ------------------------------ Authorized Officer ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof 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 are established in a Board Resolution (or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, any such Board Resolution and Officer's Certificate, if any, 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 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons(or any such temporary global Security). The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-within- mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: [_____________________________ Authorized Officer ARTICLE THREE THE SECURITIES_______], AS TRUSTEE By --------------------------- AUTHORIZED SIGNATORY".

Forms Generally. The definitive Securities of each series shall be in substantially the such form as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form or forms of Securities of any series are is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Supplemental Indenture or a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, 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 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate certificates of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: _____________________________ , as Trustee By ---------------------------------------- Authorized Officer ARTICLE THREE SECTION 203. Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE SECURITIESMEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. SECTION 204. Securities in Global Form. If Securities of any series are issuable as Global Securities, as specified as contemplated by Section 301, then, notwithstanding the provisions 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 time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities of such series 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 Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. 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 Global Security shall be 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 Global Security if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security 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 Sections 201 and 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium and interest on any Global Security shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a Global Security as shall be specified in a written statement of the Holder of such Global Security.

Forms Generally. The definitive Securities of each series shall be in substantially the such form as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form or forms of Securities of any series are is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Supplemental Indenture or a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, 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 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate certificates of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANKWILMINGTON TRUST COMPANY, as Trustee By: :__________________________________ Authorized Officer ARTICLE THREE Signatory SECTION 203. FORM OF LEGEND FOR GLOBAL SECURITIES. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE SECURITIESMEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Forms Generally. The definitive Securities of each series shall be in substantially the form forms as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Supplemental Indenture or a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, 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 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301Any 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 certificate of authentication on all Securities of each series shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 612, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing 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. THE CHASE MANHATTAN BANKSunTrust Bank, as Trustee By: _____________________________ By -------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESSignatory SECTION 203. Securities Issuable in Global Form. When Securities of or within a series are issued 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 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 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 Company Order. If a Company Order pursuant to Section 303 or Section 305 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 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 308, 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 Section 310 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 the Holder of such permanent Global Security.

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or pursuant to one or more Board Resolutions and set forth in a Board Resolution establishing such seriesan Officers' Certificate, or established in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers officer of the Company executing such Securities, Security or Coupon as evidenced by their the execution thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurity or Coupon. Unless otherwise specified as contemplated by Section 301provided in or pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers officer of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their the execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANKBank One Trust Company, National Association, as Trustee By: By __________________________________________ Authorized Officer Signatory Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent 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 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 pursuant to Section 301 with respect to such Security 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 global form in the manner and upon instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereof resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 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 global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE THE SECURITIESThe Securities

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, _________________________________ as Trustee By: _____________________________ Authorized Officer Signatory ARTICLE THREE THE SECURITIESThe Securities

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301301 or clause (g) of Section 1201, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, Dated: ____________________________________ as Trustee By: :_________________________________ Authorized Officer Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Initial Securities shall be known as the "9 3/4% Senior Secured Notes due 2008" and the Exchange Securities shall be known as the "9 3/4% Series B Senior Secured Notes due 2008", in each case, of each series the Trust. The Securities and the Trustee's certificate of authentication shall be in substantially the form or forms thereof established in the indenture supplemental annexed hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with as Exhibit A. The Securities may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers notations or other marks of identification and such notations, legends or endorsements placed thereon as may be required by law, or to comply with the rules of on any securities exchange or agreements to which the Trust is subject or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. 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. If The Trust shall approve the form of the Securities and any notation, legend or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, endorsement on the Securities. Each Security shall be delivered to dated the Trustee at or prior to date of its authentication. The terms and provisions contained in the delivery form of the Company Order contemplated Securities annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Trust and the Trustee, by Section 303 for the authentication their execution and delivery of this Indenture, expressly agree to such Securitiesterms and provisions and to be bound thereby. Unless otherwise specified as contemplated by Section 301, the Initial Securities of each series offered and sold in reliance on Rule 144A shall be issuable issued initially in the form of one or more permanent global Securities substantially in the form set forth in Exhibit A and contain each of the legends set forth in Section 202 (the "U.S. Global Security"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Trust and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. 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, as hereinafter provided. Initial 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 substantially in the form set forth in Exhibit A (the "Offshore Global Security") deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Trust and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Security may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as herein provided. Initial Securities issued pursuant to Section 305 in exchange for or upon transfer of beneficial interests in the U.S. Global Security or the Offshore Global Security shall be in the form of U.S. Physical Securities or in the form of permanent certificated Securities substantially in the form set forth in Exhibit A (the "Offshore Physical Securities"), respectively as hereinafter provided. Initial Securities offered and sold other than as described in the preceding two paragraphs shall be issued in the form of permanent certificated Securities in registered form without couponssubstantially in the form set forth in Exhibit A and contain the Private Placement Legend as set forth in Section 202(a)(i) (the "U.S. Physical Securities"). The Offshore Global Securities and U.S. Physical Securities are sometimes collectively herein referred to as the "Physical Securities". The U.S. Global Security and the Offshore Global Securities are sometimes collectively referred to as the "Global Securities". The definitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Trust executing such Securities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication Exchange Securities shall be substantially in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIESExhibit A.

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established set forth in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such seriesthis Article, or in an Officer's Certificate such other form (including temporary or permanent global form) as shall be established by or pursuant to such a an Authorization of the Company or in one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or 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 thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate by action taken pursuant to an Authorization, a Supplemental Indenture or a Board Resolution, copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, action shall be certified by any Authorized Representative and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 ‎Section 3.03 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated Any such Board Resolution or other document evidencing an Authorization shall have addressed thereto a true and correct copy of the form of Security referred to therein approved by Section 301, the Securities of each series shall be issuable in registered form without couponsor pursuant to such Authorization. The definitive Securities shall may be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers Authorized Representative executing such Securities, as evidenced by its execution of such Securities. Upon their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONoriginal issuance, any Rule 144A Securities and any Initial Regulation S Securities of any series shall be issued in the form of separate Global Securities. The Trustee's certificate of authentication shall be in substantially Global Securities representing Rule 144A Securities, together with their Successor Securities which are Global Securities other than Regulation S Global Securities and SEC Registered Securities, are collectively herein called the form set forth below: This is one of “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 Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIES“Regulation S Global Securities.”

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and the Coupons, if any, appertaining thereto, shall be substantially in substantially the such form or forms thereof (not inconsistent with this Indenture) as shall be established in the indenture supplemental hereto establishing such series or pursuant to a Board Resolution (and set forth in a Board Resolution establishing or, to the extent established pursuant to rather than set forth in such seriesBoard Resolution, in an Officers' Certificate as to such establishment) or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this IndentureIndenture or any indenture supplemental hereto, and 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 any law or with any rules or regulations pursuant thereto, or with the rules of any securities exchange or to conform to usage, as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or Coupons, as evidenced by their execution thereofof such Securities or Coupons. If the The form or forms of Securities of any series are established in Registered Security or Bearer Security which is a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, Global Security shall be delivered to as provided in the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securitiespreceding sentence. Unless otherwise specified as contemplated by Section 301, the The Securities of each series shall be issuable in registered form as Registered Securities without couponsCoupons or as Bearer Securities with or without Coupons. Unless otherwise specified with respect to the Securities of a series as contemplated by Section 3.01, Bearer Securities (other than Global Securities) will have Coupons attached and 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 definitive Securities and Coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such SecuritiesSecurities and Coupons, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the such Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIESand Coupons.

Forms Generally. (a) The definitive Securities of each series Series shall be substantially in substantially such form (not inconsistent with this Indenture) as shall be established by or pursuant to a resolution of the form or forms thereof established in the indenture supplemental hereto establishing such series Board of Directors or in a Board Resolution establishing such series, one or in an Officer's Certificate pursuant to such a more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this IndentureIndenture (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 the any law or 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 executing such Securities, Securities as evidenced by their execution thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, Securities as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication such Securities. (b) Notwithstanding anything to the contrary contained herein, Securities of any Series issued in a transaction exempt from or not subject to the registration requirements of the Securities Act shall be issued initially in substantially global form and shall contain the Global Security Legend thereon and a “Schedule of Exchanges of Interests in the Global Security.” Each Global Security shall represent such aggregate principal amount of the outstanding Securities of such Series as shall be specified therein and each shall provide that 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 Security 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, at the direction of the Trustee, in connection with any transfer of a beneficial interest therein pursuant to Section 2.8 hereof. (c) Book-Entry Procedures. (i) This Section 2.1(c) shall apply only to Global Securities deposited with the Trustee, as Custodian for the Depositary. Participants and Indirect Participants shall have no rights under this Indenture or any Global Security with respect to any Global Security held on their behalf by the Depositary or by the Trustee as Custodian for the Depositary, 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 such Global Security 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 Security. (ii) Notwithstanding any other provision of this Indenture, Securities of any Series issued in a transaction exempt from or not subject to the registration requirements of the Securities Act shall initially be issued in the form set forth below: This is of one fully-registered security for the aggregate principal amount of the Securities of the series designated therein referred to such Series, which Security shall be registered in the withinname of the Depositary or its nominee. Except as provided in paragraph (e) below, all of the Securities shall be registered in the Security Register in the name of the Depositary or its nominee; provided that if the Depositary shall request that the Securities of such Series be registered in the name of a different nominee, the Trustee shall exchange all or any portion of the Securities of such Series for an equal aggregate principal amount of Securities of such Series registered in the name of such nominee or nominees of the Depositary. No Person other than the Depositary or its nominee shall be entitled to receive from the Company or the Trustee either a Security or any other evidence of ownership of the Securities of such Series, or any right to receive any payment in respect thereof, unless the Depositary or its nominee shall transfer record ownership of all or any portion of the Securities of such Series on the Register in connection with discontinuing the book-mentioned entry system as provided in paragraph (e) below or otherwise in accordance with the Global Legend. (iii) So long as any Securities of such 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 on the dates provided for such payments under this Indenture. THE CHASE MANHATTAN BANKEach 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 the principal or redemption price of or interest on the Securities of such Series 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, the Trustee shall not require surrender by the Depositary or its nominee of the Securities of such Series so redeemed, but the Depositary (or its nominee) may retain such Securities and make an appropriate notation on the Security certificate as to the amount of such partial redemption; provided that the Depositary shall deliver to the Trustee, upon request, a written confirmation of such partial redemption and thereafter the records maintained by the Trustee By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIESshall be conclusive as to the amount of the Securities of such Series of such Maturity which have been redeemed. (iv) The Company and the Trustee may treat the Depositary (or its nominee) as the sole and exclusive owner of the Securities of any Series registered in its name 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 such Series, obtaining any consent or other 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 Security Register as being a Holder, with respect to (1) the Securities of such Series, (2) the accuracy of any records maintained by the Depositary or any Participant or Indirect Participant, (3) 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, (4) any notice which is permitted or required to be given to Holders under this Indenture, (5) 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 a Series, and (6) 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. (vi) At or prior to settlement for the Securities of any Series subject to this Section 2.1(c), the Company and the Trustee shall execute, or signify their approval of, a letter of representations (the “Letter of Representations”) applicable to the Securities of such Series. Any successor Trustee shall, in its written acceptance of its duties under this Indenture, agree to take any actions necessary from time to time to comply with the requirements of the Letter of Representations.

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such seriesand set forth in an Officers' Certificate, or established in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers officer of the Company executing such Securities, Security or Coupon as evidenced by their the execution thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurity or Coupon. Unless otherwise specified as contemplated by Section 301provided in or pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers officer of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their the execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN SUNTRUST BANK, as Trustee By: _____________________________ -------------------------------------- Authorized Officer Signatory Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent 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 is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee 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 pursuant to Section 301 with respect to such Security 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 global form in the manner and upon instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 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 global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities of each series (including, with respect to Bearer Securities, the coupons related thereto) and the Trustee's certificate of authentication thereon shall be in substantially the form or forms thereof established set forth in the indenture supplemental hereto establishing such series this Article, or in such other form as shall be established by or pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series are is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Supplemental Indenture or a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, 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 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by in accordance with Section 301, the Bearer Securities of each series shall be issuable in registered form without couponshave coupons attached. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities. SECTION Global Securities may be issued in either registered or bearer form and in either temporary or permanent form. Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Face of Security. The Trustee's certificate [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER] THE TIMES MIRROR COMPANY [Title of authentication shall be in substantially Security] No. _______ [$]________________ THE TIMES MIRROR COMPANY, a Delaware corporation (herein called the form set forth below: This is one of "Company," which term includes any successor Person under the Securities of the series designated therein Indenture hereinafter referred to), for value received, hereby promises to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: pay to [____________________________, or registered assigns,] [bearer upon presentation and surrender of this Security] the principal sum of ___________________________ Authorized Officer ARTICLE THREE THE SECURITIESDollars ($_________) 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, [annually] [semi-annually] [quarterly] on ____________ [and] [,__________, _____________ and ] in each year, commencing _______________, at [if the Security is to bear interest at a fixed rate, insert --_the rate of ____% per annum] [if the Security is to bear interest at a variable rate, insert -- the rate or rates as determined herein], until the principal hereof is paid or made available for payment [if applicable, insert -- , and (to the extent that the payment of such interest shall be legally enforceable) at the rate of ___% per annum on any overdue principal and

Forms Generally. The definitive Securities of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof 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 are established in a Board Resolution (or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, any such Board Resolution and Officer's Certificate, if any, 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 24 delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons(or any such temporary global Security). The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK[ ], --------------------------------------- as Trustee By: _____________________________ By ------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESSignatory".

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such shall have appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurity, as evidenced by their execution thereofof such Security. If the form or forms of Definitive Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, definitive Coupons shall be delivered to the Trustee at printed, lithographed or prior to the delivery engraved or produced by any combination of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their execution thereofof such Securities or Coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: THE CHASE MANHATTAN BANK, BANK OF NEW YORK as Trustee By: _____________________________ Authorized Officer Signatory SECTION 203. SECURITIES IN GLOBAL FORM. If Securities of a series are issuable in global form, any such Security may provide that it shall represent the aggregate amount of Outstanding Securities of such series 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 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 Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the immediately preceding sentence 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 immediately preceding sentence. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of 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 (1) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (2) in the case of a permanent global Security in bearer form, the Person or Persons specified pursuant to Section 301. 24 ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and hereto. 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 the rules of any by law, securities exchange rule, automated quotation system rule, the Company's certificate of incorporation, bylaws or as mayother similar governing documents, consistently herewithagreements to which the Company 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 thereofCompany). If A copy of the Board Resolution establishing the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 2.04 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the The definitive Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANKBANK OF NEW YORK, as Trustee By: :____________________________________ Authorized Officer". 15 SECTION 2.04 Execution, Authentication, Delivery and Dating. Two Officers of the Company shall sign the Securities on behalf of the Company by manual or facsimile signature. If an Officer ARTICLE THREE THE SECURITIESof the Company 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 any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be 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 Company, and the Company 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 10.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee shall authenticate and deliver Securities of a series for original issue upon a Company 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 Company 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 Company 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 Company 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 Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Company Order referred to above and the other documents required by Section 10.04), and (subject to Section 7.01) shall be fully protected in relying upon, (a) an Officers' Certificate setting forth the Board Resolution and, if applicable, an appropriate record of any action taken pursuant thereto, as contemplated by the last paragraph of Section 2.01; and (b) an Opinion of Counsel to the effect that: 16 (i) if the form of such Securities has been established by or pursuant to Board Resolution, as is permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture;

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such seriesResolution, or in an Officer's Certificate pursuant to such a or in one or more indentures supplemental indenture or Board Resolutionhereto, 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, 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 the rules of any securities exchange or as may, consistently herewith, herewith be determined by the officers Officers executing such Securities, Security or Coupon as evidenced by their execution thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurity or Coupon. Unless otherwise specified as contemplated by Section 301provided in or pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons and shall not be issuable upon the exercise of warrants. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: _____________________________ By ----------------------------- Authorized Officer ARTICLE THREE THE SECURITIESSection 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series shall be issuable in global form, any such Securities 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 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

Forms Generally. The definitive Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially the such form as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this IndentureIndenture 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 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 thereofof the Securities and Coupons, if any. If the form or forms of temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof also shall be established as provided in a Board Resolution the preceding sentence. If the forms of Securities and Coupons, if any, of any series are established by, or in an Officer's Certificate by action taken pursuant to a Supplemental Indenture or to, a Board Resolution, such a copy of the Board Resolution and Officer's Certificatetogether 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 303 for the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be in substantially the form set forth in Section 202. Unless otherwise specified as contemplated by Section 301provided in or pursuant to this Indenture, the Securities of each series shall be issuable in registered form without couponsCoupons and shall not be issuable upon the exercise of warrants. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such SecuritiesSecurities and Coupons, if any, as evidenced by their execution thereofof such Securities and Coupons, if any. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 610, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein herein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANKBANK ONE TRUST COMPANY, NA as Trustee By: _____________________________ By --------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESSignatory SECTION 203. Securities in Global Form. If Securities of 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 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 Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Any instructions by the Company with respect to a Security in global form shall be in writing but need not comply with Section 314(e) of the Trust Indenture Act.

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANKMellon Bank, N.A. as Trustee By: _____________________________ -------------------------- Authorized Officer ARTICLE THREE THE SECURITIESSECURITIES The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. Subject to the last paragraph of this Section, prior to the authentication and delivery of Securities of any series there shall be established by specification in a supplemental indenture or in a Board Resolution, or in an Officer's Certificate pursuant to a supplemental indenture or a Board Resolution: (a) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of all other series); (b) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of 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 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 contemplated by Section 312 and the basis of computation of interest, if other than as provided in Section 310; (f) the place or places at which or methods 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 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 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 series subject to a Periodic Offering, the indenture supplemental hereto or the Board Resolution which establishes such series, or the Officer's Certificate pursuant to such supplemental indenture or Board Resolution, as the case may be, may provide general terms or parameters for Securities of such series and provide either that the specific terms of Securities of such series, or any Tranche thereof, shall be specified in a Company Order or that such terms shall be determined by the Company or its agents in accordance with procedures specified in a Company Order as contemplated by the clause (b) of the third paragraph of Section 303.

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons shall be in substantially the form (including temporary or forms thereof permanent Global Securities) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, of the Company or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this IndentureIndenture (including the notations thereon relating to the Subsidiary Guarantees contemplated by Section 2.4), 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 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 thereofof the Securities or coupons. If the form or forms of temporary Global Securities of any series are issued as permitted by Section 3.11, the form thereof shall be established as provided in a the preceding sentence. A copy of the Board Resolution of the Company establishing the forms of Securities or in an Officer's Certificate pursuant to a Supplemental Indenture coupons of any series (or a Board Resolution, any such Board Resolution and Officer's Certificate, if any, 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 303 for the authentication and delivery of such SecuritiesSecurities (or any such temporary Global Security) or coupons. Unless otherwise specified as contemplated by Section 3013.1, the Securities of each series in bearer form shall be issuable in registered form without couponshave interest coupons attached. The definitive Securities and coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such SecuritiesSecurities or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one such Securities or coupons or notations of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANKSubsidiary Guarantees, as Trustee By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIESthe case may be.

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons shall be in substantially the form forms as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or coupons, as evidenced by their execution thereofof the Securities or coupons. If the form or forms of Securities or coupons of any series are established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Supplemental Indenture or a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, 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 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, the Bearer Securities shall have interest coupons attached. The Trustee's certificate of each series authentication on all Securities shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities and coupons shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Subject to Section 612, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: ____________________ This is one of the Securities of the series designated therein and referred to in in, and issued under, the within-within mentioned Indenture. THE CHASE MANHATTAN BANKThe Bank of New York, as Trustee By: By _____________________________________ Authorized Officer ARTICLE THREE THE SECURITIESSignatory

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers officer of the Company executing such Securities, Security or Coupon as evidenced by their the execution thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurity or Coupon. Unless otherwise specified as contemplated by Section 301provided in or pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers officer of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their the execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, . as Trustee By: _By ____________________________ Authorized Officer Signatory Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent 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 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 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 Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 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 global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof 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 are established in a Board Resolution (or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, any such Board Resolution and Officer's Certificate, if any, 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 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons(or any such temporary global Security). The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: [_____________________________ Authorized Officer ARTICLE THREE THE SECURITIES______________], AS TRUSTEE By -------------------------------- AUTHORIZED SIGNATORY".

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series series, or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each any case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the The Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, _________________________________ as Trustee By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons shall be in substantially the form forms as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or coupons, as evidenced by their execution thereofof the Securities or coupons. If the form or forms of Securities or coupons of any series are established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Supplemental Indenture or a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, 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 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, the Bearer Securities shall have interest coupons attached. The Trustee's certificate of each series authentication on all Securities shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities and coupons shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Subject to Section 612, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: ____________________ This is one of the Securities of the series designated therein and referred to in in, and issued under, the within-within mentioned Indenture. THE CHASE MANHATTAN BANKBANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, as Trustee By: By ________________________________ Authorized Officer 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 (7) of Section 301 and Section 302, 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 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 written 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 written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 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 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. ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Securities, as evidenced by their execution thereofof 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 are established in a Board Resolution (or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, any such Board Resolution and Officer's Certificate, if any, temporary global Security) shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons(or any such temporary global Security). The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANKChase Bank of Texas, National Association 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 series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges or redemptions. 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 By: _____________________________ Authorized Officer 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 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 in such Security or in the applicable Company Order. With respect to the Securities of 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 customarily provided for by the Depositary appointed with respect to such global Security. Any Security in global form may be deposited with the Depositary or its nominee, or may remain in the custody of the Security Custodian therefor pursuant to an agreement between the Trustee and 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 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 the Security Custodian as its custodian, or under such global 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 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 or shall impair, as between the 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 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 depositary as 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 occur 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 and a successor Depositary is not appointed by the Company within 90 days of such notice, (2) 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 not to have the Securities of such series represented by a global Security. 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 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 any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of 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 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 Securities may be issued in either temporary or permanent form. Permanent global Securities will be issued in definitive form. ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Securities, as evidenced by their execution thereofof 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 are established in a Board Resolution (or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, any such Board Resolution and Officer's Certificate, if any, temporary global Security) shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons(or any such temporary global Security). The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANKChase Bank of Texas, National Association 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 series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges or redemptions. 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 By: _____________________________ Authorized Officer 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 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 in such Security or in the applicable Company Order. With respect to the Securities of 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 customarily provided for by the Depositary appointed with respect to such global Security. Any Security in global form may be deposited with the Depositary or its nominee, or may remain in the custody of the Security Custodian therefor pursuant to an agreement between the Trustee and 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 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 the Security Custodian as its custodian, or under such global 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 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 or shall impair, as between the 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 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 depositary as 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 occur 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 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 any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of 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 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 Securities may be issued in either temporary or permanent form. Permanent global Securities will be issued in definitive form. ARTICLE THREE THE SECURITIESSECURITIES SECTION 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series,

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANKBANK OF NEW YORK, as Trustee By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIESSignatory

Forms Generally. The definitive Securities of each series shall be in substantially the form forms as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Supplemental Indenture or a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, 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 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301Any 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 certificate of authentication on all Securities of each series shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 612, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing 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. THE CHASE MANHATTAN BANKU.S. BANK TRUST NATIONAL ASSOCIATION as Trustee By ------------------------------------- Authorized Officer SECTION 203. Securities Issuable in Global Form. When Securities of or within a series are issued 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 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 By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIESin 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 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 Company Order. If a Company Order pursuant to Section 303 or Section 305 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 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 308, 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 Section 310 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 the Holder of such permanent Global Security.

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301301 or clause (g) of Section 1201, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, Dated: ____________________________________ as Trustee By: :_____________________________ Authorized Officer Signatory ARTICLE THREE THE SECURITIESThe Securities Section 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued from time to time in one or more series. Subject to the last paragraph of this Section, prior to the authentication and delivery of Securities of any series there shall be established by specification in a supplemental indenture or in a Board Resolution, or in an Officer's Certificate pursuant to a supplemental indenture or a Board Resolution: the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of all other series); any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 304, 305, 306, 406 or 1206 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); 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; the date or dates on which the principal of the Securities of such series, or any Tranche thereof, is payable or any formulary or other method or other means by which such date or dates shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise (without regard to any provisions for redemption, prepayment, acceleration, purchase or extension); the rate or rates at which the Securities of such series, or any Tranche thereof, shall bear interest, if any (including the rate or rates at which overdue principal shall bear interest, if different from the rate or rates at which such Securities shall bear interest prior to Maturity, and, if applicable, the rate or rates at which overdue premium or interest shall bear interest, if any), or any formulary or other method or other means by which such rate or rates shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise; the date or dates from which such interest shall accrue; the Interest Payment Dates on which such interest shall be payable and the Regular Record Date, if any, for the interest payable on such Securities on any Interest Payment Date; the right of the Company, if any, to extend the interest payment periods and the duration of any such extension as contemplated by Section 312; and the basis of computation of interest, if other than as provided in Section 310; 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 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 or Tranche; and if such is the case, that the principal of such Securities shall be payable without presentment or surrender thereof; 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; the obligation or obligations, if any, of the Company to redeem or purchase the Securities of such series, or any Tranche thereof, pursuant to any sinking fund or other mandatory redemption provisions or at the option of a Holder thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which such Securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and applicable exceptions to the requirements of Section 404 in the case of mandatory redemption or redemption at the option of the Holder; 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; 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); 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; 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, 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; if the amount payable in respect of principal of or premium, if any, or interest, if any, on the Securities of such series, or any Tranche thereof, may be determined with reference to an index or other fact or event ascertainable outside of this Indenture, the manner in which such amounts shall be determined to the extent not established pursuant to clause (e) of this paragraph; 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; any Events of Default, in addition to those specified in Section 801, with respect to the Securities of such series, and any covenants of the Company for the benefit of the Holders of the Securities of such series, or any Tranche thereof, in addition to those set forth in Article Six; 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; 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; 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; 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; to the extent not established pursuant to clause (r) of this paragraph, any limitations on the rights of the Holders of the Securities of such Series, or any Tranche thereof, to transfer or exchange such Securities or to obtain the registration of transfer thereof; and if a service charge will be made for the registration of transfer or exchange of Securities of such series, or any Tranche thereof, the amount or terms thereof; 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; any collateral security, assurance or guarantee for the Securities of such series; any non-applicability of Section 608 to the Securities of such series or any exceptions or modifications of Section 608 with respect to the Securities of such series; any rights or duties of another Person to assume the obligations of the Company with respect to the Securities of such series (whether as joint obligor, primary obligor, secondary obligor or substitute obligor) and any rights or duties to discharge and release any obligor with respect to the Securities of such series or the Indenture to the extent related to such series; and any other terms of the Securities of such series, or any Tranche thereof, not inconsistent with the provisions of this Indenture. With respect to Securities of a series subject to a Periodic Offering, the indenture supplemental hereto or the Board Resolution which establishes such series, or the Officer's Certificate pursuant to such supplemental indenture or Board Resolution, as the case may be, may provide general terms or parameters for Securities of such series and provide either that the specific terms of Securities of such series, or any Tranche thereof, shall be specified in a Company Order or that such terms shall be determined by the Company or its agents in accordance with procedures specified in a Company Order as contemplated by clause (b) of Section 303.

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons, if any, and temporary global Securities, if any, shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such shall have appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Securities, as evidenced by their execution thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified provided as contemplated by Section 301301 with respect to any series of Securities, the Securities of each series shall be issuable in registered form without coupons. If so provided as contemplated by 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 shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication on all Securities shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK[Trustee], as Trustee By: __By ___________________________ Authorized Officer ARTICLE THREE THE SECURITIESOfficer

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons shall be in substantially the form forms as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofSecurities or coupons. If the form or forms of Securities or coupons of any series are established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Supplemental Indenture or a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, 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 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, the Securities in bearer form shall have interest coupons attached. The Trustee's certificate of each series authentication on all Securities shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities and coupons shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, The First National Bank of Chicago as Trustee By: :_______________________________ Authorized Officer ARTICLE THREE THE SECURITIESOfficer

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, ----------------------------------- . as Trustee By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIES[Officer] [Signatory]

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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, 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 the rules of any securities exchange on which the Securities may be listed or as may, consistently herewith, be determined by the officers executing such Securities, Security or Coupon as evidenced by their execution thereofof such Security or Coupon. If the form The Company shall provide any such legends or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered endorsements to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securitiesin writing. Unless otherwise specified as contemplated by Section 301provided in or pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons and shall not be issuable upon the exercise of warrants. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such any other manner not inconsistent with the rules of any securities exchange on which the Securities may be listed, all as shall be determined by the officers of -18- the Company executing such SecuritiesSecurities or Coupons, as evidenced by their execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Subject to Section 610, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANKDated: Bankers Trust Company, as Trustee By: By ______________________________________ Authorized Officer ARTICLE THREE THE SECURITIESSignatory

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers officer of the Company executing such Securities, Security or Coupon as evidenced by their the execution thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurity or Coupon. Unless otherwise specified as contemplated by Section 301provided in or pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers officer of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their the execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK^, as Trustee By: ___________________________________ Authorized Officer Signatory Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent 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 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 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 Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 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 global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof 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 are established in a Board Resolution (or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, any such Board Resolution and Officer's Certificate, if any, 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 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons(or any such temporary global Security). The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-within- mentioned Indenture. THE CHASE MANHATTAN BANK[__________________________________________], as Trustee By: AS TRUSTEE By _______________________________ Authorized Officer ARTICLE THREE THE SECURITIESAUTHORIZED SIGNATORY".

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers officer of the Company executing such Securities, Security or Coupon as evidenced by their the execution thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurity or Coupon. Unless otherwise specified as contemplated by Section 301provided in or pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers officer of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their the execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK^, as Trustee By: ______________________________ Authorized Officer Signatory Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent 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 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 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 Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 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 global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such seriesand set forth in an Officers' Certificate, or established in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers officer of the Company executing such Securities, Security or Coupon as evidenced by their the execution thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurity or Coupon. Unless otherwise specified as contemplated by Section 301provided in or pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers officer of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their the execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANKBank One Trust Company, N.A., as Trustee By: _____________________________ ----------------------------------------- Authorized Officer Signatory Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent 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 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 pursuant to Section 301 with respect to such Security 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 global form in the manner and upon instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 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 global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in substantially the such form (not inconsistent with this Indenture) as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series pursuant to one or more Board Resolutions (as set forth in a Board Resolution establishing such seriesor, or to the extent established pursuant to rather than set forth in a Board Resolution, an Officer's Certificate pursuant to detailing such a establishment) or in one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have imprinted or otherwise reproduced thereon such letters, numbers legend or other marks of identification and such legends or endorsements placed thereon endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with the any law or 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 executing such SecuritiesSecurities and Coupons, if any, as evidenced by their execution thereofof such Securities and Coupons. If the form or forms of The definitive Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's CertificateCoupons, if any, shall be delivered to the Trustee at printed, lithographed or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such SecuritiesSecurities and Coupons, if any, as evidenced by their execution thereofof such Securities and Coupons, if any. Section 2.01. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication on all Securities shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Series Y Junior Subordinated Indenture. THE CHASE MANHATTAN BANK, --------------------------------------- as Trustee Dated: By: _____________________________ --------------------------- ------------------------------------ Authorized Officer ARTICLE THREE THE SECURITIESSignatory If at any time there shall be an Authenticating Agent appointed with respect to any series of Securities, then the Trustee's Certificate of Authentication to be borne by the Securities of each such series shall be substantially as follows: "This is one of the Securities referred to in the within-mentioned Series Y Junior Subordinated Indenture. --------------------------------------- as Authenticating Agent Dated: By: --------------------------- ------------------------------------ Authorized Signatory

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's ’s Certificate pursuant to such a supplemental indenture or Board ResolutionResolution or in a Company Order as contemplated by Section 303(b), 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 notations, legends or endorsements placed thereon as may be required to comply with applicable law, the rules of any securities exchange or any applicable Depositary, including The Depository Trust Company, or other clearing corporation or securities intermediary, automated quotation system, agreements to which the Company is subject, or usage, or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's ’s Certificate pursuant to a Supplemental Indenture supplemental indenture or a Board Resolution, such Board Resolution and Officer's ’s Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 303(b) for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. DB1/ 154080392.9 -17- SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee’s Certificate of Authentication. The Trustee's ’s certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-within- mentioned Indenture. THE CHASE MANHATTAN BANKDated: U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: _____________________________ Authorized Officer Signatory ARTICLE THREE THE SECURITIESThe Securities SECTION 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued from time to time in one or more series. Subject to the last paragraph of this Section, prior to the authentication and delivery of Securities of any series there shall be established by specification in a supplemental indenture or in a Board Resolution, or in an Officer’s Certificate (which need not comply with Section 102) pursuant to a supplemental indenture or a Board Resolution or in a Company Order as contemplated by Section 303(b): (a) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of all other series); (b) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 304, 305, 306, 406 or 1206 and, except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); (c) the Person or Persons (without specific identification) to whom any interest on Securities of such series, or any Tranche thereof, shall be payable 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 method or other means by which such date or dates shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise (without regard to any provisions for redemption, prepayment, acceleration, purchase or extension); and the right, if any, to extend the Stated

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons shall be in substantially the form forms as shall be established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or coupons, as evidenced by their execution thereofof the Securities or coupons. If the form or forms of Securities or coupons of any series are established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Supplemental Indenture or a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, 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 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, the Securities in bearer form shall have interest coupons attached. The Trustee's certificate of each series authentication on all Securities shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities and coupons shall be printed, lithographed or engraved on steel-engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities, as evidenced by their execution thereofof such Securities or coupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The ----------------------------------------------- Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing 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. THE CHASE MANHATTAN BANKBANK OF NEW YORK, as Trustee By: _By ____________________________ Authorized Officer 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, 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 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 Company Order. If a Company Order pursuant to Section 303 or Section 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 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 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 (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL S.A. ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities of each series and the Trustee's certificate of authentication shall be in substantially the form or forms thereof established set forth in the indenture supplemental hereto establishing such series this Article, or in such other form as shall be established by or pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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 of such series may be listed or traded or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form or forms of Securities of any series are is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Supplemental Indenture or a Board Resolution, a copy of an appropriate record of such Board Resolution and Officer's Certificate, if any, 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 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the The definitive Securities of each series shall be issuable in registered form without coupons. The definitive 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 shall of such series may be listed or traded, on 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 manner series may be listed or traded, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Face of Security. The Trustee's certificate [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.] RELIANT ENERGY, INCORPORATED (Title of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned IndentureSecurity) No. THE CHASE MANHATTAN BANK, as Trustee By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIES$ __________ CUSIP No. ________

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such shall have appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurity, as evidenced by their execution thereofof such Security. If the form or forms of Definitive Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, definitive Coupons shall be delivered to the Trustee at printed, lithographed or prior to the delivery engraved or produced by any combination of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: THE CHASE MANHATTAN BANKBANK OF NEW YORK, as Trustee By: ________By _____________________ Authorized Officer signatory Section 203. Securities in Global Form. If Securities of a series are issuable in global form, any such Security may provide that it shall represent the aggregate amount of Outstanding Securities of such series 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 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 Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the immediately preceding sentence 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 the immediately preceding sentence. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of 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 (ii) in the case of a permanent global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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, 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 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 thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurity or Coupon. Unless otherwise specified as contemplated by Section 301provided in or pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons and shall not be issuable upon the exercise of warrants. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Issuer executing such SecuritiesSecurities or Coupons, as evidenced by their execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK-----------------------------------, as Trustee By: _____________________________ Authorized Officer Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series shall be 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 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 Issuer 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 Issuer Order. If an Issuer Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Issuer, the Trustee and any agent of the Issuer and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE THE SECURITIESTHREE

Forms Generally. The definitive Securities of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof 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 are established in a Board Resolution (or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, any such Board Resolution and Officer's Certificate, if any, 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 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons(or any such temporary global Security). The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK[ ], ----------------------------- as Trustee By: _____________________________ By ---------------------------- Authorized Officer ARTICLE THREE THE SECURITIESSignatory".

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate terms, insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANKBANK OF NEW YORK, as Trustee By: _____________________________ ------------------------------- Authorized Officer Signatory ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Debt Securities and the Coupons, if any, of each series shall be substantially in substantially the forms of Exhibit A and B hereto, respectively, or in such other form or forms thereof as shall be established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such seriesor one or more indentures supplemental hereto, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with and shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification 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 the rules any law or 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 thereofof such Debt Securities and Coupons. If the form of Debt Securities or forms of Securities Coupons (or any Global Note) of any series are is established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, a copy of such Board Resolution and Officer's Certificate, if any, shall be 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 303 3.03 for the authentication and delivery of such SecuritiesDebt Securities (or any such Global Note) or Coupons. Unless otherwise specified as contemplated by Section 3013.01, 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 each series shall be issuable in registered form without coupons. The definitive Securities shall printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such SecuritiesDebt Securities and Coupons, as conclusively evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the such Debt Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIESand Coupons.

Forms Generally. The definitive Securities of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof 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 are established in (or any such temporary global Security), including a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if anycopy of the approved form of Securities, 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 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons(or any such temporary global Security). The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: [_____________________________ Authorized Officer ARTICLE THREE THE SECURITIES], 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 -------------------------------------------------------------------------------- Page 12 20 represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. 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 in such Security or in a 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 in such Security or in the applicable Company Order. With respect to the Securities of 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 representation or other similar agreement or instrument in the form customarily provided for by the Depositary appointed with respect to such global Security. Any Security in global form may be deposited with the Depositary or its nominee, or may remain in the custody of the Security Custodian therefor pursuant to a FAST Balance Certificate Agreement or similar agreement between the Trustee and 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 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 the Security Custodian as its custodian, or under such global 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 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 or shall impair, as between the 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 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 depositary as 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 --------------------------------------------------------------------------------

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or the authorizations, orders or regulations of any state regulatory agency having jurisdiction over the Company, or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, BOATMEN'S TRUST COMPANY as Trustee By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIESThe Securities

Forms Generally. The definitive Securities of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof 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 are established in a Board Resolution (or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, any such Board Resolution and Officer's Certificate, if any, 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 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons(or any such temporary global Security). The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: [_____________________________ _________], as Trustee By -------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESSignatory."

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series pursuant to a Company Board Resolution or in a Board Resolution establishing such seriesone or more indentures supplemental hereto, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this IndentureIndenture 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 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 thereofof such Security or Coupon. If the form of Registered Security, Bearer Security, Coupon or forms of Securities of any series are temporary or permanent global Security is established in by action taken pursuant to a Board Resolution or in of the Company, a copy of an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, appropriate record of such Board Resolution and Officer's Certificate, if any, 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 303 for the authentication and delivery of such SecuritiesRegistered Security, Bearer Security, Coupon, temporary or permanent global Security. Unless otherwise specified as contemplated by Section 301, the Definitive Securities of each series and definitive Coupons shall be issuable in registered form without coupons. The definitive Securities shall printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their execution thereofof such Securities or Coupons. SECTION Unless otherwise specified pursuant to Section 301 and except for temporary global Bearer Securities (as contemplated by Section 304 hereof), Bearer Securities shall have Coupons attached. Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIES[INTENTIONALLY OMITTED].

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof as shall be established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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 places thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series are is established in a Board Resolution or in an Officer's Certificate by action taken pursuant to a Supplemental Indenture or a Board Resolution, an appropriate Officers’ Certificate setting forth such form together with a copy of the Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities The Trustee’s certificate of each series authentication shall be issuable in registered substantially the form without couponsset forth in this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in such any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereofof such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee’s Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in herein issued under the within-mentioned Indenture. THE CHASE MANHATTAN BANKThe Chase Manhattan Bank (National Association), as Trustee By: _____________________________ By Authorized Officer ARTICLE THREE THE SECURITIESSECTION 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series:

Forms Generally. The definitive Securities of each series Each Security and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such seriesof the Issuer and set forth in an Officers’ Certificate of the Issuer, or established in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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, 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 the rules of any securities exchange or as may, consistently herewith, be determined by an officer of the officers Issuer executing such SecuritiesSecurity, as conclusively evidenced by their the execution thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurity. Unless otherwise specified as contemplated by Section 301provided in or pursuant to this Indenture, the Securities of each series shall be issuable in registered form without coupons. The definitive Definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or in such manner any other manner, all as shall be determined by an officer of the officers Issuer executing such Securities, as conclusively evidenced by their the execution thereofof such Securities. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee’s Certificate of Authentication. The Subject to Section 611, the Trustee's ’s certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: [_____________________________ ] By: Authorized Officer ARTICLE THREE THE SECURITIESSignatory Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal 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 principal amount, or any increase or decrease in the principal 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 pursuant to Section 301 with respect to such Security or in the Issuer 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 global form in the manner and upon written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Issuer Order. If an Issuer Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers’ Certificate of the Issuer and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registered. Notwithstanding anything to the contrary, the Issuer, the Trustee and any agent of the Issuer or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security as the Holder of such global Security.

Forms Generally. The definitive Securities of each series and the Guarantees to be endorsed thereon as contemplated by Article Fourteen shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or Guarantees endorsed thereon, as the case may be, as evidenced by their execution thereof. If the form or forms of Securities of any series or Guarantees endorsed thereon are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301301 or 1201(g), the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and Guarantees endorsed thereon shall be produced in such manner as shall be determined by the officers executing such SecuritiesSecurities or Guarantees, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: _____________________________ , as Trustee By: ----------------------------- Authorized Officer ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities Certificates and the Trustee's certificates of each series authentication thereof shall be in substantially the form or forms thereof established set forth in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such seriesExhibit A, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate legends, insertions, omissions, substitutions and other variations as are required or permitted by this IndentureAgreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesCertificates, as evidenced by their execution thereofof the Certificates. If In certain cases described elsewhere herein, the legends set forth in the first five paragraphs of Section 5.2 may be omitted from Certificates issued hereunder. Certificates offered and sold in their initial distribution in reliance on Regulation S may be initially issued in the form of temporary Global Securities in fully registered form without interest coupons, substantially in the form of the Certificate set forth in Exhibit A, with such applicable adjustments as are provided for in Section 5.2. Such temporary Global Securities may be registered in the name of the Depository or forms its nominee and deposited with the Trustee, at its Corporate Trust Office, as custodian for the Depository, duly executed by the Operating Partnership and the Trust and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of Securities the beneficial owners of any series are established in a Board Resolution the Certificates represented thereby (or in an Officer's Certificate pursuant such other accounts as they may direct), provided that upon such deposit all such Certificates shall be credited to a Supplemental Indenture or a Board Resolutionthrough accounts maintained at the Depository by or on behalf of Euroclear or CEDEL. Until such time as the Restricted Period (as defined below) shall have expired, such Board Resolution and Officer's Certificatetemporary Global Securities, if anytogether with their Successor Certificates which are Global Securities other than the Restricted Global Security, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to herein as a "Temporary Regulation S Global Security." After such time as the Restricted Period shall have expired and the certifications referred to below in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIESnext suc-

Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or the authorizations, orders or regulations of any state regulatory agency having jurisdiction over the Company, or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof the Securities. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without couponsform. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth below: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, BOATMEN'S TRUST COMPANY as Trustee By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons, if any, and temporary global Securities, if any, shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, in each case with such shall have appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers of the Company executing such Securities, as evidenced by their execution thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Unless otherwise specified provided as contemplated by Section 301301 with respect to any series of Securities, the Securities of each series shall be issuable in registered form without coupons. If so provided as contemplated by 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 on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Company executing such Securities, as evidenced by their execution thereofof such Securities or coupons, if any. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Form of Trustee's certificate Certificate of authentication shall be in substantially the form set forth below: Authentication. This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, YASUDA BANK AND TRUST COMPANY (U.S.A.) as Trustee By: _____________________________ Authorized Officer SECTION 203. Securities in Global Form. If Securities of a series are issuable in whole or in part in global form, as specified as contemplated by Section 301, then, notwithstanding clause (12) of Section 301 and the provisions of Section 302, such global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges or increased to reflect the issuance of additional uncertificated securities of such series. Any endorsement of a global Security to reflect any change in the rights of the Holders of Outstanding Securities represented thereby, or to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon written 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. Global Securities may be issued in either registered or bearer form and in either temporary or permanent form. ARTICLE THREE THE SECURITIESSECURITIES SECTION 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto: (1) the title of the Securities and the series in which such Securities shall be included; (2) any limit upon the aggregate principal amount of the Securities of such title or the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 304, 305, 306, 906 or 1107); (3) whether Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both, any restrictions applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of the series may be exchanged for Registered Securities of the series and vice versa; (4) the Person to whom any interest on any Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; (5) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued; (6) if Securities of the series are to be issuable as Bearer Securities, whether interest in respect to any portion of a temporary Bearer Security in global form (representing all of the Outstanding Bearer Securities of the series) payable in respect of an Interest Payment Date prior to the exchange of such temporary Bearer Security for definitive Securities of the series shall be paid to any clearing organization with respect to the portion of such temporary Bearer Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date; (7) the date or dates on which the principal of such Securities of a particular series is payable; (8) the rate or rates at which such Securities of a particular series shall bear interest, if any, or method in which such rate or rates are determined, 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 for the interest payable on Registered Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts of such Securities shall be payable in respect of specified taxes, assessments or other governmental charges withheld or deducted and, if so, whether the Company has the option to redeem the affected Securities rather than pay such Additional Amounts, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months; (9) the place or places, if any, in addition to or other than the Borough of Manhattan, The City of New York, where the principal of (and premium, if any) and interest on or Additional Amounts, if any, payable in respect of such Securities of a particular series shall be payable; (10) the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities of a particular series may be redeemed, in whole or in part, at the option of the Company; (11) the obligation, if any, of the Company to redeem or purchase such Securities of a particular series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities of a particular series shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities; (12) the denominations in which Registered Securities of the series, if any, shall be issuable if other than denominations of $1,000 and any integral multiple thereof, and the denominations in which Bearer Securities of the series, if any, shall be issuable if other than the denomination of $5,000; (13) if other than the principal amount thereof, the portion of the principal amount of such Securities of a particular series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502; (14) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency, including composite currencies, in which payment of the principal of (and premium, if any) or interest, if any, on and Additional Amounts in respect of such Securities of a particular series shall be payable; (15) if the principal of (and premium, if any) or interest, if any, on, and Additional Amounts in respect of such Securities of a particular series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency, including composite currencies, other than that in which such Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made; (16) if the amount of payments of principal of (and premium, if any) or interest, if any, on, and Additional Amounts in respect of such Securities of a particular series may be determined with reference to an index, formula or other method based on a coin or currency other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined. (17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions; and (18) the extent to which any of the Securities of a particular series will be issuable in whole or in part in the form of one or more temporary or permanent global Security or Securities and, in such case, the Depositary for such global Security or Securities, the terms and conditions, if any, upon which such global Securities may be exchanged in whole or in part for definitive securities, and the manner in which any interest payable on a temporary or permanent global Security will be paid. (19) any other terms of such Securities of a particular series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series and coupons appertaining to Bearer Securities of such series, if any, shall be substantially identical except as to denomination and the rate or rates of interest, if any, and Stated Maturity, the date from which interest, if any, shall accrue and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers' Certificate or in any indenture supplemental hereto. All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities, provided, however, that such additional terms shall not adversely affect the interest of the Holders of Securities of any such series or any related coupons in any material respect. If any of the terms of the Securities of any series were established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of such series.

Forms Generally. The definitive Securities and the Senior Guarantees to be endorsed thereon of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or Senior Guarantees to be endorsed thereon, as the case may be, as evidenced by their execution thereofof the Securities or Senior Guarantees to be endorsed thereon, as the case may be. If temporary Securities and Senior Guarantees 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 and Senior Guarantees of any series are established in a Board Resolution (or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, any such Board Resolution and Officer's Certificate, if any, 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 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons(or any such temporary global Security). The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities with Senior Guarantees of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK[ ], --------------------------------- as Trustee By: _____________________________ By --------------------------------- Authorized Officer ARTICLE THREE THE SECURITIESSignatory."

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture and any related Guarantees shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or a Guarantor's Board Resolution or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurity or Coupon or such Guarantee, as the case may be, as evidenced by their execution thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurity or Coupon or such Guarantee, as the case may be. Unless otherwise specified as contemplated by Section 301provided in or pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons and shall not be issuable upon the exercise of warrants. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Issuer executing such SecuritiesSecurities or Coupons, as evidenced by their execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANKState Street Bank and Trust Company, as Trustee By: _____________________________ By ----------------------------- Authorized Officer ARTICLE THREE THE SECURITIESSection 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series shall be 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 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 Issuer 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 Issuer Order. If an Issuer Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Issuer, the Trustee and any agent of the Issuer and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301.

Forms Generally. The definitive Securities of each series Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the form established by or forms thereof established in the indenture supplemental hereto establishing such series or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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, 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 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 thereof. If the form or forms of Securities of any series are established in a Board Resolution or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such SecuritiesSecurity or Coupon. Unless otherwise specified as contemplated by Section 301provided in or pursuant to this Indenture or any Securities, the Securities of each series shall be issuable in registered form without couponsCoupons and shall not be issuable upon the exercise of warrants. The Definitive Securities and definitive Securities Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers of the Issuer executing such SecuritiesSecurities or Coupons, as evidenced by their execution thereofof such Securities or Coupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. The Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN SUNTRUST BANK, as Trustee By: _____________________________ Authorized Officer Signatory Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series shall be 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 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 Issuer 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 Issuer Order. If an Issuer Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Issuer, the Trustee and any agent of the Issuer and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. ARTICLE THREE THE SECURITIES

Forms Generally. The definitive Securities of each series shall be in fully registered form and in substantially the such form or forms thereof (including temporary or permanent global form) as shall be established in the indenture supplemental hereto establishing such series by or in pursuant to a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such a one or more indentures supplemental indenture or Board Resolutionhereto, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereofof 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 are established in a Board Resolution (or in an Officer's Certificate pursuant to a Supplemental Indenture or a Board Resolution, any such Board Resolution and Officer's Certificate, if any, 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 303 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons(or any such temporary global Security). The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in such manner any other manner, all as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the form set forth belowfollowing form: "This is one of the Securities of the series designated therein referred to in the within-within- mentioned Indenture. THE CHASE MANHATTAN BANK[ ], as Trustee By: _____________________________ Authorized Officer ARTICLE THREE THE SECURITIESAS TRUSTEE By AUTHORIZED SIGNATORY."