Common use of Registration of Transfer and Exchange Clause in Contracts

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor shall keep or cause to be kept, at the office or ------------ agency maintained pursuant to SECTION 5.8, a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the "SECURITIES REGISTER") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR"), subject to such reasonable regulations as it may prescribe, shall provide for the registration of Capital Securities Certificates and Common Securities Certificates and registration of transfers and exchanges of Capital Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided herein. The Bank shall be the initial Securities Registrar. The Securities Registrar shall not be required to register the transfer or exchange of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion of any Capital Security redeemed in part. (b) Capital Securities Certificate at the office or agency maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11, the Administrative Trustees or any one of them shall execute and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. Subject to SECTION 5.11, at the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates to be exchanged at the office or agency maintained pursuant to SECTION 5.8. (c) Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept for each series of Securities at one of the office offices or ------------ agency agencies maintained pursuant to SECTION 5.8, Section 1002 a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Registered Securities Certificates and Common of transfers of Registered Securities Certificates of such series. The Trustee is hereby initially appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfers transfer of any Registered Security of any series at the office or agency in a Place of Payment for that series, the Company shall execute, and exchanges the Trustee shall authenticate and deliver, in the name of Capital the designated transferee or transferees, one or more new Registered Securities Certificatesof the same series and of like tenor, subject of any authorized denominations and of a like aggregate principal amount. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to SECTION 5.10be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, SECTION 5.11 the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. A Holder of Registered Securities cannot have Bearer Securities issued in exchange for such Registered Securities. At the option of the Holder of Bearer Securities of any series, such Bearer Securities may be exchanged for Registered Securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive from the Company the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and 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 the Registered Security issued in exchange for such Bearer Security but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, 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 or Common Depositary, as the case may be (which instructions shall be in writing but need not comply with Section 103 or be accompanied by an Opinion of Counsel) by the Common Depositary or such other depositary or Common 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 which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; 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; and provided, further, that no Bearer Security delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such permanent global Security marked to evidence the partial exchange shall be provided hereinreturned by the Trustee to the Common Depositary or such other depositary or Common Depositary referred to above in accordance with the instructions of the Company referred to above. The Bank If a Registered 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 Registered 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. All Securities issued upon any registration of transfer or exchange of Securities shall be the initial valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Registrarsurrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchange pursuant to Section 304, 906 or 1107 not involving any transfer. The Securities Registrar Company shall not be required (i) to issue, register the transfer of or exchange Securities of any Capital Securities (x) series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities of such series selected for redemption and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of such the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption, except that if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption or (yii) that have been selected to register the transfer of or exchange any Registered Security so called for redemption in whole or in part, except the unredeemed portion of any Capital Security being redeemed in part. part or (biii) Capital Securities Certificate at the office or agency maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11, the Administrative Trustees or exchange any one of them shall execute and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of Bearer Security so selected for redemption except that such a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. Subject to SECTION 5.11, at the option of a Holder, Capital Securities Certificates Bearer Security may be exchanged for other Capital Securities Certificates in authorized denominations a Registered Security of the same class that series and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates to tenor, provided that such Registered Security shall be exchanged at the office or agency maintained pursuant to SECTION 5.8. (c) Every Capital Securities Certificate presented or simultaneously surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trusteeredemption. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Operating Partnership shall keep or cause to be kept, kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or ------------ agency maintained pursuant of the Operating Partnership in a Place of Payment being herein sometimes collectively referred to SECTION 5.8, a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Operating Partnership shall provide for the registration of Capital Securities Certificates and Common of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities Certificates and transfers of Securities as herein provided. Upon surrender for registration of transfers transfer of any Security of a series at the office or agency of the Operating Partnership in a Place of Payment for that series, the Operating Partnership shall execute, and exchanges the Trustee shall authenticate and deliver, in the name of Capital the designated transferee or transferees, one or more new Securities Certificatesof the same series, subject of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to SECTION 5.10be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, SECTION 5.11 the Operating Partnership shall execute, and as may otherwise be provided hereinthe Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Bank All Securities issued upon any registration of transfer or exchange of Securities shall be the initial valid obligations of the Operating Partnership, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Registrarsurrendered upon such registration of transfer or exchange. The No service charge shall be made for any registration of transfer or exchange of Securities, but the Operating Partnership may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. If the Securities Registrar of any series (or of any series and specified tenor) are to be redeemed in part, the Operating Partnership shall not be required (A) to issue, register the transfer of or exchange any Securities of any Capital Securities that series (xor of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing mailing, or (yB) that have been to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Capital Security being redeemed in part. . The provisions of Clauses (b1), (2), (3) Capital Securities Certificate at the office or agency maintained pursuant and (4) below shall apply only to SECTION 5.8 and subject to compliance with SECTION 5.11, the Administrative Trustees or any one of them shall execute and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. Subject to SECTION 5.11, at the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates to be exchanged at the office or agency maintained pursuant to SECTION 5.8. (c) Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.Global Securities:

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Issuer shall keep or cause to be kept, kept at the office or ------------ agency maintained pursuant to SECTION 5.8, Corporate Trust Office of the Trustee for the Securities of each series a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the register maintained in such office being herein sometimes referred to as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Capital Securities Certificates and Common of transfers of Securities. The Trustee for the Securities Certificates of each series is hereby initially appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities of such series as herein provided. Upon surrender for registration of transfers transfer of any Security of any particular series at the office or agency of the Issuer in a Place of Payment for that series, the Issuer shall execute, and exchanges the Trustee for the Securities of Capital each series shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities Certificatesof any authorized denominations, subject and of a like Stated Maturity and of a like series and aggregate principal amount and with like terms and conditions. Except as set forth below, at the option of the Holder, Securities of any particular series may be exchanged for other Securities of any authorized denominations, and of a like Stated Maturity and of a like series and aggregate principal amount and with like terms and conditions upon surrender of the Securities to SECTION 5.10be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, SECTION 5.11 the Issuer shall execute, and the Trustee for such Securities shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 305 or Section 304, unless and until it is exchanged in whole or in part for Securities in definitive form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as may otherwise a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for Securities of a series notifies the Issuer that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be provided hereineligible under Section 303, the Issuer shall appoint a successor Depositary with respect to the Securities for such series. If (i) a successor Depositary for the Securities of such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, (ii) the Issuer delivers to the Trustee for Securities of such series an Issuer Order stating that the Securities of such series shall be exchangeable, or (iii) an Event of Default under Section 501 hereof has occurred and is continuing with respect to the Securities of such series, the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Bank Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. Upon the exchange of a Global Security for Securities in definitive form representing the aggregate principal amount of such Global Security, such Global Security shall be cancelled by the Trustee. Securities issued in exchange for a Global Security pursuant to this Section 305 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 in writing. The Trustee shall deliver such Security to the persons in whose names such Securities are so registered. All Securities issued upon any registration of transfer or exchange of Securities shall be the initial valid obligations of the Issuer and the Guarantors, respectively, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Registrarsurrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Issuer or the Trustee for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar for such series duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. The Securities Registrar Issuer shall not be required (i) to issue, register the transfer of or exchange Securities of any Capital Securities (x) series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities of that series selected for redemption under Section 1104 and ending at the close of business on the day of such the mailing of the relevant notice of redemption, or (yii) that have been to register the transfer of or exchange any Security so selected for redemption in as a whole or in part, except the unredeemed portion of any Capital Security being redeemed in part. (b) Capital Securities Certificate at the office or agency maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11, the Administrative Trustees or any one of them shall execute and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. Subject to SECTION 5.11, at the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates to be exchanged at the office or agency maintained pursuant to SECTION 5.8. (c) Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be keptkept at one of the offices or agencies to be maintained by the Company in accordance with the provisions of this Section 305 and Section 1002, at with respect to the office or ------------ agency maintained pursuant to SECTION 5.8Debt Securities of each series which are Registered Securities, a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (herein sometimes referred to as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Registered Securities Certificates and Common of transfers of Registered Securities. Pursuant to Section 301, the Company shall appoint, with respect to Debt Securities Certificates of each series which are Registered Securities, a "Security Registrar" for the purpose of registering such Debt Securities and registration of transfers and exchanges of Capital such Debt Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided hereinherein provided. The Bank shall be the initial Securities Registrar. The Securities Registrar shall not be required to register the Upon surrender for registration of transfer or exchange of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion Registered Security of any Capital Security redeemed in part. (b) Capital Securities Certificate series at the office or agency of the Company maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11for such purpose, the Administrative Trustees or any one of them Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Capital Registered Securities Certificates in of the same series of any authorized denominations denomination or denominations, of a like tenor and terms and aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trusteesprincipal amount. Subject to SECTION 5.11, at At the option of a the Holder, Capital Registered Securities Certificates of any series may be exchanged for other Capital Registered Securities Certificates in authorized denominations of the same class series of any authorized form and denomination, of a like tenor and terms and aggregate Liquidation Amount principal amount, upon surrender of the Capital Registered Securities Certificates to be exchanged at such office or agency. Bearer Securities may not be delivered in exchange for Registered Securities. At the option of the Holder, Registered Securities or Bearer Securities of any series may be issued in exchange for Bearer Securities (except as otherwise specified as contemplated by Section 301 with respect to a Bearer Security in global form) of the same series, of any authorized denominations and of like tenor and terms and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency maintained located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor and terms after the close of business at such office or agency of (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date of payment, as the case may be. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities which the Holder making the exchange is entitled to receive. If at any time the Depositary for the Debt Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Debt Securities of such series or if at any time the Depositary for the Debt Securities of such series shall no longer be eligible under Section 303(h), the Company shall appoint a successor Depositary with respect to the Debt Securities of such series. If a successor Depositary for the Debt Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to SECTION 5.8. (cSection 301(11) Every Capital shall no longer be effective with respect to the Debt Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee such series and the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities Registrar duly executed of such series, will authenticate and deliver, Debt Securities of such series in definitive form in an aggregate principal amoun equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the Debt Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. If specified by the Holder Company pursuant to Section 301 with respect to a series of Debt Securities, the Depositary for such series of Debt Securities may surrender a Global Security for such series of Debt Securities in exchange in whole or his attorney duly authorized in writingpart for Debt Securities of such series of like tenor and terms and in definitive form on such terms as are acceptable to the Company and such Depositary. Each Capital Securities Certificate surrendered for registration of transfer or exchange Thereupon, the Company shall be cancelled execute, and subsequently disposed of by an Administrative the Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission authenticate and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No deliver, without service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.charge,

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be keptkept at one of the offices or agencies to be maintained by the Company in accordance with the provisions of this Section 305 and Section 1002, at with respect to the office or ------------ agency maintained pursuant to SECTION 5.8Debt Securities of each series which are Registered Securities, a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (herein sometimes referred to as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Registered Securities Certificates and Common of transfers of Registered Securities. Pursuant to Section 301, the Company shall appoint, with respect to Debt Securities Certificates of each series which are Registered Securities, a "Security Registrar" for the purpose of registering such Debt Securities and registration of transfers and exchanges of Capital such Debt Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided hereinherein provided. The Bank shall be the initial Securities Registrar. The Securities Registrar shall not be required to register the Upon surrender for registration of transfer or exchange of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion Registered Security of any Capital Security redeemed in part. (b) Capital Securities Certificate series at the office or agency of the Company maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11for such purpose, the Administrative Trustees or any one of them Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, 25 33 one or more new Capital Registered Securities Certificates in of the same series of any authorized denominations denomination or denominations, of a like tenor and terms and aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trusteesprincipal amount. Subject to SECTION 5.11, at At the option of a the Holder, Capital Registered Securities Certificates of any series may be exchanged for other Capital Registered Securities Certificates in authorized denominations of the same class series of any authorized form and denomination, of a like tenor and terms and aggregate Liquidation Amount principal amount, upon surrender of the Capital Registered Securities Certificates to be exchanged at such office or agency. Bearer Securities may not be delivered in exchange for Registered Securities. At the option of the Holder, Registered Securities or Bearer Securities of any series may be issued in exchange for Bearer Securities (except as otherwise specified as contemplated by Section 301 with respect to a Bearer Security in global form) of the same series, of any authorized denominations and of like tenor and terms and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency maintained located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor and terms after the close of business at such office or agency of (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date of payment, as the case may be. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities which the Holder making the exchange is entitled to receive. If at any time the Depositary for the Debt Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary, for the Debt Securities of such series or if at any time the Depositary for the Debt Securities of such series shall no longer be eligible under Section 303(h), the Company shall appoint a successor Depositary with respect to the Debt Securities of such series. If a successor Depositary for the Debt Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to SECTION 5.8. (cSection 301(11) Every Capital shall no longer be effective with respect to the Debt Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee such series and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities CertificatesCompany will execute, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.and

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or ------------ agency maintained pursuant of the Company in a Place of Payment being herein sometimes collectively referred to SECTION 5.8, a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (as the "SECURITIES SECURITY REGISTER") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Securities Certificates and Common of transfers of Securities. The Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of registering Securities Certificates and transfers of Securities as herein provided. Upon surrender for registration of transfers transfer of any Security of any series at the office or agency in a Place of Payment for that series, the Company shall execute, and exchanges the Trustee shall authenticate and deliver, in the name of Capital the designated transferee or transferees, one or more new Securities Certificatesof the same series, subject of any authorized denominations and of a like aggregate principal amount and tenor having endorsed thereon a Guarantee or Guarantees executed by the Guarantor. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to SECTION 5.10be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, SECTION 5.11 the Company shall execute, and as may otherwise be provided hereinthe Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive having endorsed thereon a Guarantee or Guarantees executed by the Guarantor. The Bank All Securities issued upon any registration of transfer or exchange of Securities shall be the initial valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Registrarsurrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. The Securities Registrar Company shall not be required (i) to issue, register the transfer of or exchange Securities of any Capital Securities (x) series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities of that series selected for redemption under Section 1104 and ending at the close of business on the day of such mailing mailing, or (yii) that have been to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Capital Security being redeemed in part. (b) Capital Securities Certificate at . Notwithstanding the office foregoing, no Global Security shall be registered for transfer or agency maintained exchange, or authenticated or delivered, pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11this Section 305 or Section 304, the Administrative Trustees 306, 906 or any one of them shall execute and deliver, 1107 in the name of a Person other than the designated transferee Depository for such Security or transfereesits nominee until (i) the Depository with respect to a Global Security notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or the Depository ceases to be a clearing agency registered under the Exchange Act, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable and exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series. Upon the occurrence in respect of any Global Security of any series of any one or more new Capital Securities Certificates of the conditions specified in authorized denominations clauses (i), (ii) or (iii) of a like aggregate Liquidation Amount dated the date of execution by preceding sentence or such Administrative Trustee or Trustees. Subject to SECTION 5.11, at the option of a Holder, Capital Securities Certificates other conditions as may be exchanged specified as contemplated by Section 301 for other Capital such series, such Global Security may be registered for transfer or exchange for Securities Certificates registered in authorized denominations of the same class names of, or authenticated and of a like aggregate Liquidation Amount delivered to, such Persons as the Depository with respect to such series shall direct. Except as provided in the preceding paragraph, any Security authenticated and delivered upon surrender of the Capital Securities Certificates to be exchanged at the office or agency maintained pursuant to SECTION 5.8. (c) Every Capital Securities Certificate presented or surrendered for registration of transfer of, or in exchange for, or in lieu of, any Global Security, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall also be accompanied by a written instrument of transfer Global Security and bear the legend specified in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property TrusteeSection 205. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause the Trustee to be keptkeep, so long as it is the Security Registrar, at the Corporate Trust Office of the Trustee, or such other office or ------------ agency maintained pursuant to SECTION 5.8as the Trustee may designate, a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the register maintained in such office or in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it the Security Registrar may prescribe, the Company shall provide for the registration of Capital Securities Certificates and Common of transfers of Securities. The Trustee shall initially be the "Security Registrar" for the purpose of registering Securities Certificates and transfers of Securities as herein provided. The Company may change the Security Registrar or appoint one or more co-Security Registrars without notice. Upon surrender for registration of transfers and exchanges of Capital Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided herein. The Bank shall be the initial Securities Registrar. The Securities Registrar shall not be required to register the transfer or exchange of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion of any Capital Security redeemed in part. (b) Capital Securities Certificate at the office or agency maintained of the Company designated pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11Section 1002, the Administrative Trustees or any one of them Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in of the same series of any authorized denominations denomination or denominations, of a like aggregate Liquidation Amount dated principal amount. Furthermore, any Holder of the date Global Security shall, by acceptance of execution such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Administrative Trustee Global Security (or Trusteesits agent), and that ownership of a beneficial interest in a Security shall be required to be reflected in a book entry. Subject to SECTION 5.11, at At the option of a the Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in of any authorized denominations of the same class and denomination or denominations, of a like aggregate Liquidation Amount principal amount, upon surrender of the Capital Securities Certificates to be exchanged at the such office or agency maintained pursuant agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, Securities of the same series which the Holder making the exchange is entitled to SECTION 5.8. (c) receive; provided that no exchange of Series A Securities for Series B Securities shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission and that the Series A Securities exchanged for the Series B Securities shall be canceled. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same Indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Capital Securities Certificate Security presented or surrendered for registration of transfer transfer, or exchange for exchange, repurchase or redemption, shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee the Company and the Securities Registrar Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made to a Holder for any registration of transfer transfer, exchange or exchange redemption of Capital Securities CertificatesSecurities, but the Securities Registrar may require payment of a sum sufficient to cover except for any tax or other governmental charge that may be imposed in connection with therewith, other than exchanges pursuant to Sections 303, 304, 305, 308, 906, 1012, 1015 or 1108 not involving any transfer. The Company shall not be required (a) to issue, register the transfer of or exchange any Security during a period beginning at the opening of Capital business 15 days before the mailing of a notice of redemption of the Securities Certificatesselected for redemption under Section 1104 and ending at the close of business on the day of such mailing or (b) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of Securities being redeemed in part. Every Security shall be subject to the restrictions on transfer provided in the legend required to be set forth on the face of each Security pursuant to Section 202, and the restrictions set forth in this Section 305, and the Holder of each Security, by such Holder's acceptance thereof (or interest therein), agrees to be bound by such restrictions on transfer. The restrictions imposed by this Section 305 upon the transferability of any particular Security shall cease and terminate on (a) the later of December 11, 2003 or two years after the last date on which the Company or any Affiliate of the Company was the owner of such Security (or any predecessor of such Security) or (b) (if earlier) if and when such Security has been sold pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144 or Rule 904 under the Securities Act (or any successor provision), unless the Holder thereof is an affiliate of the Company within the meaning of Rule 144 (or such successor provisions). Any Security as to which such restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon surrender of such Security for exchange to the Security Registrar in accordance with the provision of this Section 305 (accompanied, in the event that such restrictions on transfer have terminated pursuant to Rule 144 or Rule 904 (or any successor provision), by an Opinion of Counsel satisfactory to the Company and the Trustee, to the effect that the transfer of such Security has been made in compliance with Rule 144 or Rule 904 (or any such successor provision)), be exchanged for a new Security, of like tenor and aggregate principal amount, which shall not bear the Private Placement Legend. The Company shall inform the Trustee of the effective date of any Registration Statement registering the Securities under the Securities Act no later than two Business Days after such effective date. Except as provided in the preceding paragraph, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Global Security, whether pursuant to this Section 305, Section 304, 308, 906 or 1108 or otherwise, shall also be a Global Security and bear the legend specified in Section 202.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, with respect to the Securities of each series, or any Tranche thereof, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or ------------ agency maintained pursuant of the Company in a Place of Payment being herein sometimes collectively referred to SECTION 5.8, a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Securities Certificates of such series or Tranche and Common Securities Certificates and the registration of transfers and exchanges of Capital Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided hereintransfer thereof. The Bank shall be Trustee is hereby appointed "Security Registrar" for the initial purpose of registering Securities and transfers of Securities as herein provided. If any indenture supplemental hereto refers to any transfer agents (in addition to the Security Registrar) initially designated by the Company with respect to any series of Securities, the Company may at any time rescind the designation of any such transfer agent or approve a change in the location through which such transfer agent acts, provided that the Company maintains a transfer agent in each Place of Payment for such series. The Company may at any time designate additional transfer agents with respect to the Securities Registrar shall not be required to register the transfer or exchange of any Capital Securities (x) during a period beginning at the opening series, or any Tranche thereof. Upon surrender for registration of business 15 days before the day transfer of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day any Security of such mailing series or (y) that have been selected for redemption in whole or in part, except the unredeemed portion of any Capital Security redeemed in part. (b) Capital Securities Certificate Tranche at the office or agency maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11of the Company in a Place of Payment for such series or Tranche, the Administrative Trustees or any one of them Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in of the same series and Tranche, of authorized denominations and of a like tenor and aggregate Liquidation Amount dated principal amount. Except as otherwise specified as contemplated by Section 301 with respect to the date Securities of execution by any series, or any Tranche thereof, any Security of such Administrative Trustee series or Trustees. Subject to SECTION 5.11, Tranche may be exchanged at the option of a the Holder, Capital for one or more new Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class series and Tranche, of authorized denominations and of a like tenor and aggregate Liquidation Amount principal amount, upon surrender of the Capital Securities Certificates to be exchanged at the any such office or agency maintained pursuant agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to SECTION 5.8. (c) receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Capital Securities Certificate Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company, the Trustee or the Security Registrar) be duly endorsed or shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative the Company, the Trustee and or the Securities Registrar Security Registrar, as the case may be, duly executed by the Holder thereof or his attorney duly authorized in writing. Each Capital Unless otherwise specified as contemplated by Section 301 with respect to Securities Certificate surrendered for registration of transfer any series, or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that any Tranche thereof, no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities CertificatesSecurities, but the Securities Registrar Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Capital Securities, other than exchanges pursuant to Section 304, 507 or 1206 not involving any transfer. Neither the Trustee nor the Company shall be required, pursuant to the provisions of this Section 305, (A) to issue, register the transfer of or exchange any Securities Certificatesof any series (or of any Tranche thereof) during a period beginning at the opening of business fifteen (15) days before the day of the mailing of a notice of redemption of any such Securities of such series or Tranche selected for redemption under Section 503 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption, in whole or in part, except, in the case of any Security to be redeemed in part, any portion not to be redeemed.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be keptkept at one of the offices or agencies to be maintained by the Company in accordance with the provisions of this Section 305 and Section 1002, at with respect to the office or ------------ agency maintained pursuant to SECTION 5.8Debt Securities of each series which are Registered Securities, a register for (herein sometimes referred to as the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the "SECURITIES REGISTER"“Security Register”) in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Registered Securities Certificates and Common of transfers of Registered Securities. Pursuant to Section 301, the Company shall appoint, with respect to Debt Securities Certificates of each series which are Registered Securities, a “Security Registrar” for the purpose of registering such Debt Securities and registration of transfers and exchanges of Capital such Debt Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided hereinherein provided. The Bank shall be the initial Securities Registrar. The Securities Registrar shall not be required to register the Upon surrender for registration of transfer or exchange of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion Registered Security of any Capital Security redeemed in part. (b) Capital Securities Certificate series at the office or agency of the Company maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11for such purpose, the Administrative Trustees or any one of them Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Capital Registered Securities Certificates in of the same series of any authorized denominations denomination or denominations, of a like tenor and terms and aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trusteesprincipal amount. Subject to SECTION 5.11, at At the option of a the Holder, Capital Registered Securities Certificates of any series may be exchanged for other Capital Registered Securities Certificates in authorized denominations of the same class series of any authorized form and denomination, of a like tenor and terms and aggregate Liquidation Amount principal amount, upon surrender of the Capital Registered Securities Certificates to be exchanged at such office or agency. Bearer Securities may not be delivered in exchange for Registered Securities. At the option of the Holder, Registered Securities or Bearer Securities of any series may be issued in exchange for Bearer Securities (except as otherwise specified as contemplated by Section 301 with respect to a Bearer Security in global form) of the same series, of any authorized denominations and of like tenor and terms and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency maintained located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor and terms after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date of payment, as the case may be. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities which the Holder making the exchange is entitled to receive. If at any time the Depositary for the Debt Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Debt Securities of such series or if at any time the Depositary for the Debt Securities of such series shall no longer be eligible under Section 303(h), the Company shall appoint a successor Depositary with respect to the Debt Securities of such series. If a successor Depositary for the Debt Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election pursuant to SECTION 5.8. (cSection 301(9) Every Capital shall no longer be effective with respect to the Debt Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee such series and the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities Registrar duly executed of such series, will authenticate and deliver, Debt Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the Debt Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. If specified by the Holder Company pursuant to Section 301 with respect to a series of Debt Securities, the Depositary for such series of Debt Securities may surrender a Global Security for such series of Debt Securities in exchange in whole or his attorney duly authorized in writingpart for Debt Securities of such series of like tenor and terms and in definitive form on such terms as are acceptable to the Company and such Depositary. Each Capital Securities Certificate surrendered for registration of transfer or exchange Thereupon, the Company shall be cancelled execute, and subsequently disposed of by an Administrative the Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission authenticate and that deliver, without charge to any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.Holder,

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the office or ------------ agency maintained pursuant to SECTION 5.8, Corporate Trust Office of the Trustee a register for the purpose each series of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the registers maintained in the Corporate Trust Office of the Trustee and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Registered Securities Certificates and Common of transfers of Registered Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Registered Securities Certificates and transfers of Registered Securities as herein provided. Upon surrender for registration of transfers transfer of any Registered Security of any series at the office or agency in a Place of Payment for that series, the Company shall execute, and exchanges the Trustee shall authenticate and deliver, in the name of Capital the designated transferee, one or more new Registered Securities Certificatesof the same series, of any authorized denominations and of a like aggregate principal amount and tenor. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denomination and of a like aggregate principal amount, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any series of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities. If (but only if) expressly permitted in or pursuant to the applicable Board Resolution and (subject to SECTION 5.10Section 303) set forth in the applicable Officers' Certificate, SECTION 5.11 or in any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and 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 the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If any beneficial owner of an interest in a permanent global Security is 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 and provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner's interest in 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 by the Common 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 from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption; and provided further that no Bearer Security delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered 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 provided hereinpayable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date 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. The Bank All Securities issued upon any registration of transfer or exchange of Securities shall be the initial valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer. The Securities Registrar Company shall not be required (i) to issue, register the transfer of or exchange Securities of any Capital Securities (x) series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of selection for redemption of Capital Securities of that series under Section 1103 or 1203 and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of such the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (yii) that have been to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except the unredeemed portion of any Capital Security being redeemed in part. , or (biii) Capital Securities Certificate at to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor; provided that such Registered Security shall be simultaneously surrendered for redemption, or (iv) to issue, register the office transfer of or agency maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11, the Administrative Trustees or exchange any one of them shall execute and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. Subject to SECTION 5.11, Security which has been surrendered for repayment at the option of a the Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations except the portion, if any, of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates such Security not to be exchanged at the office or agency maintained pursuant to SECTION 5.8so repaid. (c) Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Issuers shall keep or cause to be kept, at the office or ------------ agency maintained pursuant to SECTION 5.8, kept a register for each series of Debt Securities issued hereunder (hereinafter collectively referred to as the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the "SECURITIES REGISTER") “Debt Security Register”), in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it they may prescribe, the Issuers shall provide for the registration of Capital all Debt Securities Certificates and Common the transfer of Debt Securities Certificates and as in this Article II provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfers transfer of any Debt Security at any office or agency to be maintained by the Issuers in accordance with the provisions of Section 4.02, the Issuers shall execute and exchanges the Trustee shall authenticate and deliver in the name of Capital the transferee or transferees a new Debt Security or Debt Securities Certificatesof authorized denominations for a like aggregate principal amount. In no event may Debt Securities be issued as, subject to SECTION 5.10or exchanged for, SECTION 5.11 bearer securities. Unless and as may until otherwise be provided herein. The Bank determined by the Issuers by resolutions of their Boards of Directors, the register of the Issuers for the purpose of registration, exchange or registration of transfer of the Debt Securities shall be kept at the initial principal corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar.” Debt Securities Registrar. The Securities Registrar shall not be required to register the transfer or exchange of any Capital series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Debt Securities (x) during a period beginning of the same series of other authorized denominations. Subject to Section 2.15, Debt Securities to be exchanged shall be surrendered at the opening of business 15 days before office or agency to be maintained by the day of Issuers as provided in Section 4.02, and the mailing of a notice of redemption of Capital Issuers shall execute and the Trustee shall authenticate and deliver in exchange therefor the Debt Security or Debt Securities and ending at which the close of business on Holder making the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion of any Capital Security redeemed in partexchange shall be entitled to receive. (b) Capital All Debt Securities Certificate at the office or agency maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11, the Administrative Trustees or any one of them shall execute and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. Subject to SECTION 5.11, at the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates to be exchanged at the office or agency maintained pursuant to SECTION 5.8. (c) Every Capital Securities Certificate presented or surrendered for registration of transfer transfer, exchange or exchange payment shall (if so required by the Issuers, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer transfer, in form satisfactory to an Administrative the Issuers, the Trustee and the Securities Registrar Registrar, duly executed by the Holder or his attorney duly authorized in writing. Each Capital All Debt Securities Certificate surrendered issued in exchange for registration or upon transfer of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Debt Securities shall be canceled by the Property Trustee. (d) valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer or exchange of Capital Debt Securities Certificates(except as provided by Section 2.09), but the Securities Registrar Issuers may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in connection with any relation thereto, other than those expressly provided in this Indenture to be made at the Issuers’ own expense or without expense or without charge to the Holders. The Issuers shall not be required (i) to issue, register the transfer of or exchange any Debt Securities for a period of Capital 15 days next preceding any mailing of notice of redemption of Debt Securities Certificatesof such series or (ii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any Debt Security, the Issuers, the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of or on account of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Issuers, the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar shall be affected by notice to the contrary. None of the Issuers, the Subsidiary Guarantors, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor shall keep or cause to transfer of any Registered Debt Securities will be keptregistrable at the Corporate Trust Office of the Trustee in The City of New York, at the main office or ------------ agency maintained pursuant to SECTION 5.8of the paying agent in Buenos Aires, a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the "SECURITIES REGISTER") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")Argentina and, subject to any fiscal or other laws and regulations applicable thereto, at the specified offices of any other Transfer Agent appointed by the Company for such purposes. Subject to any applicable laws and such reasonable regulations as it may prescribe, the Registrar shall provide keep the Debt Security Register for each series of Registered Debt Securities at its registered offices in Buenos Aires, Argentina, currently located at the address set forth in Section 12.4(b) hereof, for the registration of Capital ownership, exchange, and transfer of the Registered Debt Securities Certificates of such series. The Co-Registrar shall also maintain a record of all registrations of ownership, exchange and Common transfer of Registered Debt Securities Certificates of each series. The Co-Registrar shall give prompt notice to the Registrar and the Registrar shall likewise give prompt notice to the Co-Registrar of any registration of transfers ownership, exchange or transfer of Registered Debt Securities. Included in the books and exchanges records for the Registered Debt Securities shall be notations as to whether such Registered Debt Securities have been paid, exchanged or transferred and canceled or lost, stolen, mutilated or destroyed and whether such Registered Debt Securities have been replaced. In the case of Capital Securities Certificatesthe replacement of any of the Registered Debt Securities, subject to SECTION 5.10the Registrar and the Co-Registrar shall keep a record of the Registered Debt Security so replaced and the Registered Debt Security issued in replacement thereof. In the case of the cancellation of any of the Registered Debt Securities, SECTION 5.11 the Registrar and as may otherwise be provided hereinthe Co-Registrar shall keep a record of the Registered Debt Security so canceled and the date on which such Debt Security was canceled. The Bank costs and expenses of effecting any exchange or registration of transfer except for the expense of delivery by other than regular mail (if any) and (except for the payment of a sum sufficient to cover any tax or other governmental charges or insurance charges that may be imposed with respect thereto, which may be required by the Trustee) shall be borne by the initial Company. When Registered Debt Securities Registrar. The of any series are presented to the Registrar or the Co-Registrar with a request to register a transfer or to exchange them for an equal principal amount of Registered Debt Securities of the same series of other denominations, the Registrar shall not be required to register the transfer or make the exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Debt Securities of the same series, of any authorized denominations and of a like aggregate principal amount, at the Registrar's request. No service charge shall be made for any registration of transfer or exchange of any Capital Registered Debt Securities (xexcept as otherwise expressly permitted herein), but the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection with any such registration of transfer or exchange of Registered Debt Securities (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 3.6(a), 9.6 or 13.4 hereof) not involving a transfer. All Bearer Debt Securities of a series (other than Global Bearer Debt Securities) surrendered for exchange for other Debt Securities of such series shall have attached thereto all unmatured coupons appertaining thereto. Unless otherwise provided pursuant to Section 3.1, Bearer Debt Securities shall be dated the date of initial issuance of Debt Securities of such series. Each Debt Security authenticated and delivered upon any transfer or exchange for or in lieu of the whole or any part of any Debt Security shall carry all the rights, if any, to interest accrued and unpaid and to accrue which were carried by the whole or such part of such Debt Security. Each new Debt Security, if a Registered Debt Security, shall be so dated, and, if a Bearer Debt Security not in global form, shall have attached thereto such coupons, so that neither gain nor loss of interest shall result from such transfer or exchange. Bearer Debt Securities may not be issued in exchange for Registered Debt Securities. If (but only if) expressly permitted in or pursuant to the applicable Board Resolution, (subject to Section 3.2) set forth in the applicable Officers' Certificate, or in any indenture supplemental hereto, delivered as contemplated by Section 3.1, at the option of the Holder, Bearer Debt Securities of any series may be exchanged for Registered Debt Securities of the same series of any authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the Bearer Debt Securities to be exchanged at an office or agency located outside the United States specified in the applicable Board Resolution, Officers Certificate or indenture supplemental hereto, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Debt Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Debt Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Debt Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 4.2, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States specified in the applicable Board Resolution, Officers' Certificate or indenture supplemental hereto. Notwithstanding the foregoing, in case a Bearer Debt Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Debt Security of the same series and like tenor after the close of business at such office or agency on any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, payment of interest on such Interest Payment Date will be subject to compliance with Section 3.7(g). Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities which the Holder making the exchange is entitled to receive. All Debt Securities issued upon any registration or transfer or exchange of Debt Securities shall be the valid obligations of the Company evidencing the same indebtedness, and entitled to same benefits under this Indenture, as the Debt Securities surrendered upon such registration of transfer or exchange. In the event that the Company delivers to the Trustee a copy of an Officers' Certificate certifying that a registration statement under the Securities Act with respect to a registered exchange offer has been declared effective by the Commission and that the Company has offered Registered Debt Securities to the Holders in accordance with any registered exchange offer, the Trustee shall exchange, subject to Section 3.6(b) and upon request of any Holder, such Holder's Debt Securities for Registered Debt Securities upon the terms set forth in the registered exchange offer. The Company shall not be required: (i) to issue, register the transfer of or exchange any Debt Security during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Debt Securities selected for redemption under Section 13.4 and ending at the close of business on (A) if Debt Securities of the series are issuable only as Registered Debt Securities, the day of such the mailing of the relevant notice of redemption, (B) if Debt Securities of the series are issuable as Bearer Debt Securities, the day of the first publication of the relevant notice of redemption, or (yC) that have been if Debt Securities of the series are also issuable as Registered Debt Securities and there is no publication, the mailing of the relevant notice of redemption; or (ii) to register the transfer of or exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Capital Debt Security being redeemed in part; or (iii) to exchange any Bearer Debt Security so selected for redemption except that such a Bearer Debt Security may be exchanged for a Registered Debt Security of the same series and of like tenor and principal amount; provided that such Registered Debt Security shall be simultaneously surrendered for redemption, or to issue, register the transfer of or exchange any Debt Security which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Debt Security not to be so repaid. (b) Capital Securities Certificate at Notwithstanding any provision to the office contrary herein, so long as a Global Registered Debt Security remains outstanding and is held by or agency maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11on behalf of the Depositary, the Administrative Trustees or any one transfers of them shall execute and delivera Global Registered Debt Security, in whole or in part, or of any beneficial interest therein, shall only be made in accordance with Section 3.6(b) and this Section 3.9; provided, however, that beneficial interest in a Global Registered Debt Security may be transferred to persons who take delivery thereof in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations form of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. Subject to SECTION 5.11, at the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates beneficial interest in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of Global Registered Debt Security in accordance with the Capital Securities Certificates to be exchanged at transfer restrictions set forth in the office or agency maintained pursuant to SECTION 5.8restricted securities legend on such Debt Security. (ci) Every Capital Securities Certificate presented Except for transfers or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar exchanges made in accordance with such Person's customary practice; provided that no exchanges any of Private Capital Securities for Exchange Capital Securities shall occur until clauses (ii), (iii) and (iv) of this Section 3.9(b), transfers of a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities Global Registered Debt Security shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration limited to transfers of transfer or exchange of Capital Securities Certificatessuch Global Registered Debt Security in whole, but not in part, to nominees of the Securities Registrar may require payment Depositary or to a successor of a sum sufficient to cover any tax the Depositary or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificatessuch successor's nominee.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the office or ------------ agency maintained pursuant to SECTION 5.8, Corporate Trust Office of the Trustee a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the "SECURITIES SECURITY REGISTER") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Securities Certificates and Common of transfers of Securities. The Trustee is hereby appointed "SECURITY REGISTRAR" of each series of Securities Certificates for the purpose of registering Securities and transfers of Securities as herein provided at the Corporate Trust Office. Upon surrender for registration of transfers transfer of any Security of any series at the office or agency of the Company in any Place of Payment for such series, the Company shall execute and exchanges the Trustee shall authenticate and deliver (in the name of Capital the designated transferee or transferees) one or more new Securities Certificatesof the same series, subject of any authorized denominations and of a like aggregate principal amount and tenor and bearing a number not contemporaneously outstanding. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to SECTION 5.10be exchanged at the office or agency of the Company in any Place of Payment for such series. Whenever any Securities are so surrendered for exchange, SECTION 5.11 the Company shall execute, and as may otherwise be provided hereinthe Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Bank All Securities issued upon any registration of transfer or exchange of Securities shall be the initial valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Securities Registrarsurrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 1007 or 1205 not involving any transfer. The Securities Registrar Company may but shall not be required (i) to issue, register the transfer of or exchange Securities of any Capital Securities (x) series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities of that series selected for redemption under Section 403 and ending at the close of business on the day of such mailing mailing, (ii) to register the transfer of or (y) that have been exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Capital Security being redeemed in part. part or (biii) Capital to register the transfer of or exchange any certificated Securities Certificate at during a period beginning five days before the office or agency maintained date of Maturity with respect to such Security and ending on such date of Maturity. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, no Global Security shall be exchangeable pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11, the Administrative Trustees or any one of them shall execute and deliver, this Section 305 for Securities registered in the name of, and no transfer of a Global Security of any series may be registered to, any Person other than the designated transferee Depositary for such Security or transfereesits nominee, unless (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or the Company determines that the Depositary is unable to continue as Depositary and the Company thereafter fails to appoint a successor Depositary, (ii) the Company provides for such exchange or registration of transfer pursuant to Section 301 of this Indenture, (iii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable and the transfer thereof so registrable, or (iv) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series which entitles the Holders of such Securities to accelerate the maturity thereof Upon the occurrence in respect of any Global Security of any series of any one or more new Capital Securities Certificates of the conditions specified in authorized denominations clauses (i), (ii), (iii) or (iv) of a like aggregate Liquidation Amount dated the date of execution preceding sentence or such other conditions as may be specified as contemplated by Section 301 for such Administrative Trustee or Trustees. Subject to SECTION 5.11series, at the option of a Holder, Capital Securities Certificates such Global Security may be exchanged for Securities not bearing the legend specified in Section 203 and registered in the names of such Persons as may be specified by the Depositary (including Persons other Capital Securities Certificates in authorized denominations than the Depositary or its nominees). Notwithstanding any other provision of this Indenture, a Global Security may not be transferred except as a whole by the Depositary for such Global Security to a nominee of the same class and of Depositary or by a like aggregate Liquidation Amount upon surrender nominee of the Capital Securities Certificates Depositary to be exchanged at the office Depositary or agency maintained pursuant to SECTION 5.8another nominee of the Depositary. (c) Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the office or ------------ agency maintained pursuant to SECTION 5.8, Corporate Trust Office of the Trustee a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Securities Certificates and Common of transfers of Securities. The Trustee is hereby appointed "Security Registrar" of each series of Securities Certificates for the purpose of registering Securities and transfers of Securities as herein provided at the Corporate Trust Office. Upon surrender for registration of transfers transfer of any Security of any series at the office or agency of the Company in any Place of Payment for such series, the Company shall execute and exchanges the Trustee shall authenticate and deliver (in the name of Capital the designated transferee or transferees) one or more new Securities Certificatesof the same series, subject of any authorized denominations and of a like aggregate principal amount and tenor and bearing a number not contemporaneously outstanding. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to SECTION 5.10be exchanged at the office or agency of the Company in any Place of Payment for such series. Whenever any Securities are so surrendered for exchange, SECTION 5.11 the Company shall execute, and as may otherwise be provided hereinthe Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Bank All Securities issued upon any registration of transfer or exchange of Securities shall be the initial valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Securities Registrarsurrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 1007 or 1205 not involving any transfer. The Securities Registrar Company may but shall not be required (i) to issue, register the transfer of or exchange Securities of any Capital Securities (x) series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities of that series selected for redemption under Section 403 and ending at the close of business on the day of such mailing mailing, (ii) to register the transfer of or (y) that have been exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Capital Security being redeemed in part. part or (biii) Capital to register the transfer of or exchange any certificated Securities Certificate at during a period beginning five days before the office or agency maintained date of Maturity with respect to such Security and ending on such date of Maturity. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, no Global Security shall be exchangeable pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11, the Administrative Trustees or any one of them shall execute and deliver, this Section 305 for Securities registered in the name of, and no transfer of a Global Security of any series may be registered to, any Person other than the designated transferee Depositary for such Security or transfereesits nominee, unless (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or the Company determines that the Depositary is unable to continue as Depositary and the Company thereafter fails to appoint a successor Depositary, (ii) the Company provides for such exchange or registration of transfer pursuant to Section 301 of this Indenture, (iii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable and the transfer thereof so registrable, or (iv) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series which entitles the Holders of such Securities to accelerate the maturity thereof. Upon the occurrence in respect of any Global Security of any series of any one or more new Capital Securities Certificates of the conditions specified in authorized denominations clauses (i), (ii), (iii) or (iv) of a like aggregate Liquidation Amount dated the date of execution preceding sentence or such other conditions as may be specified as contemplated by Section 301 for such Administrative Trustee or Trustees. Subject to SECTION 5.11series, at the option of a Holder, Capital Securities Certificates such Global Security may be exchanged for Securities not bearing the legend specified in Section 203 and registered in the names of such Persons as may be specified by the Depositary (including Persons other Capital Securities Certificates in authorized denominations than the Depositary or its nominees). Notwithstanding any other provision of this Indenture, a Global Security may not be transferred except as a whole by the Depositary for such Global Security to a nominee of the same class and of Depositary or by a like aggregate Liquidation Amount upon surrender nominee of the Capital Securities Certificates Depositary to be exchanged at the office Depositary or agency maintained pursuant to SECTION 5.8another nominee of the Depositary. (c) Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or ------------ agency maintained pursuant of the Company in a Place of Payment being herein sometimes collectively referred to SECTION 5.8, a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Securities Certificates and Common of transfers of Registered Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Registered Securities Certificates and transfers of Registered Securities as herein provided. Upon surrender for registration of transfers and exchanges of Capital Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided herein. The Bank shall be the initial Securities Registrar. The Securities Registrar shall not be required to register the transfer or exchange of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion Registered Security of any Capital Security redeemed in part. (b) Capital Securities Certificate series at the office or agency maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11in a Place of Payment for that series, the Administrative Trustees or any one of them Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Capital Registered Securities Certificates in of the same series, of any authorized denominations and of a like aggregate Liquidation Amount dated principal amount and tenor. At the date option of execution by the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Registered Securities to be exchanged at such Administrative office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. If provided in or Trustees. Subject pursuant to SECTION 5.11this Indenture, with respect to Securities of any series, at the option of a the Holder, Capital Bearer Securities Certificates of such series may be exchanged for other Capital Registered Securities Certificates of such series containing identical terms, denominated as authorized in authorized denominations of or pursuant to this Indenture and in the same class and of a like aggregate Liquidation Amount principal amount, upon surrender of the Capital Bearer Securities Certificates to be exchanged at the any office or agency maintained pursuant in a Place of Payment for such series, with all unmatured Coupons and all matured Coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to SECTION 5.8. (c) Every Capital produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be effected if the Bearer Securities Certificate presented or surrendered for registration of transfer or exchange shall be are accompanied by a written instrument of transfer payment in form satisfactory funds acceptable to an Administrative Trustee the Company and the Securities Registrar duly executed Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Holder Company and the Trustee if there is furnished to them such security or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar indemnity as they may require payment to save each of a sum sufficient to cover them and any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.Paying Agent harmless. If

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, at the office or ------------ agency maintained pursuant to SECTION 5.8, kept a register for the purpose each series of registering Trust Registered Securities Certificates and transfers and exchanges of Capital Securities Certificates issued hereunder (hereinafter collectively referred to as the "SECURITIES REGISTER") in which the registrar designated by the Depositor (the "SECURITIES REGISTRARSecurity Register"), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Registered Securities Certificates and Common the transfer of Registered Securities Certificates as in this Article II provided. At all reasonable times the Security Register shall be open for inspection by the Trustee. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing at least five Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders. Subject to Section 2.16, upon due presentment for registration of transfers transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.05, the Company shall execute and exchanges the Trustee shall authenticate and deliver in the name of Capital the transferee or transferees a new Registered Security or Registered Securities Certificatesof authorized denominations for a like aggregate principal amount. In no event may Registered Securities, subject including Registered Securities received in exchange for Bearer Securities, be exchanged for Bearer Securities. Registered Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to SECTION 5.10Section 2.16, SECTION 5.11 and as may otherwise Registered Securities to be provided herein. The Bank exchanged shall be the initial Securities Registrar. The Securities Registrar shall not be required to register the transfer or exchange of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion of any Capital Security redeemed in part. (b) Capital Securities Certificate surrendered at the office or agency to be maintained pursuant to SECTION 5.8 by the Company as provided in Section 4.05, and subject to compliance with SECTION 5.11, the Administrative Trustees or any one of them Company shall execute and deliver, the Trustee shall authenticate and deliver in exchange therefor the name of Registered Security or Registered Securities which the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated Holder making the date of execution by such Administrative Trustee or Trusteesexchange shall be entitled to receive. Subject to SECTION 5.11, at At the option of the Holder of Bearer Securities of any series, except as otherwise specified as contemplated by Section 2.02(h) or 2.02(r) with respect to a HolderGlobal Security representing Bearer Securities, Capital Bearer Securities Certificates of such series may be exchanged for other Capital Registered Securities Certificates in authorized denominations (if the Securities of such series are issuable as Registered Securities) or Bearer Securities of the same class series, of any authorized denomination or denominations, of like tenor and of a like aggregate Liquidation Amount principal amount, upon surrender of the Capital Bearer Securities Certificates to be exchanged at the office or agency of the Company maintained pursuant for such purpose, with all unmatured Coupons and all matured Coupons in Default thereto appertaining; PROVIDED, HOWEVER, that delivery of a Bearer Security shall occur only outside the United States. If such Holder is unable to SECTION 5.8produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in Default, such exchange may be effected if such Holder's Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any paying agent harmless. If thereafter such Holder shall surrender to any paying agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; PROVIDED, HOWEVER, that, except as otherwise provided in Section 2.13, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside the United States. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, the exchange of Bearer Securities for Registered Securities will be subject to the provisions of United States income tax laws and regulations applicable to Securities in effect at the time of such exchange. (cb) Every Capital All Registered Securities Certificate presented or surrendered for registration of transfer transfer, exchange or exchange payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer transfer, in form satisfactory to an Administrative the Company, the Trustee and the Securities Registrar Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. Each Capital All Securities Certificate surrendered issued in exchange for registration or upon transfer of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer or exchange of Capital Securities Certificates(except as provided by Section 2.09), but the Securities Registrar Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any relation thereto, other than those expressly provided in this Indenture to be made at the Company's own expense or without expense or without charge to the Holders. The Company shall not be required (a) to issue, register the transfer of or exchange any Securities for a period of Capital 15 days next preceding any mailing of notice of redemption of Securities Certificatesof such series or (b) to register the transfer of or exchange any Securities selected, called or being called for redemption; PROVIDED, HOWEVER, that, if specified pursuant to Section 2.02, any Bearer Securities of any series that are exchangeable for Registered Securities and that are called for redemption pursuant to Section 3.02 may, to the extent permitted by applicable law, be exchanged for one or more Registered Securities of such series during the period preceding the redemption date therefor. Prior to the due presentation for registration of transfer of any Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, the Trustee, any Paying Agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, at the office or ------------ agency maintained pursuant to SECTION 5.8, kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the "SECURITIES REGISTER") “Debt Security Register”), in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Registered Securities Certificates and Common Securities Certificates and the registration of transfers transfer and exchanges exchange of Capital Registered Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided hereinin this Article II provided. The Bank At all reasonable times the Debt Security Register shall be open for inspection by the initial Securities RegistrarTrustee. The Securities Registrar shall not be required Subject to register the Section 2.15, upon due presentment for registration of transfer or exchange of any Capital Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities (x) during of authorized denominations for a period beginning like aggregate principal amount. In no event may Registered Securities, including Registered Securities received in exchange for Bearer Securities, be issued as, or exchanged for, Bearer Securities. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the opening of business 15 days before the day corporate trust office of the mailing Trustee referred to in Section 13.03 and, for this purpose, the Trustee referred to in Section 13.03 shall be designated “Registrar.” Registered Securities of any series (other than a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in partGlobal Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Securities of the unredeemed portion same series of any Capital Security redeemed in part. (b) Capital other authorized denominations. Subject to Section 2.15, Registered Securities Certificate to be exchanged shall be surrendered at the office or agency to be maintained pursuant to SECTION 5.8 by the Company as provided in Section 4.02, and subject to compliance with SECTION 5.11, the Administrative Trustees or any one of them Company shall execute and deliver, the Trustee shall authenticate and deliver in exchange therefor the name of Registered Security or Registered Securities which the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated Holder making the date of execution by such Administrative Trustee or Trusteesexchange shall be entitled to receive. Subject to SECTION 5.11, at At the option of the Holder of Bearer Securities of any series, except as otherwise specified as contemplated by Section 2.03(h) or 2.03(s) with respect to a HolderGlobal Security representing Bearer Securities, Capital Bearer Securities Certificates of such series may be exchanged for other Capital Registered Securities Certificates in authorized denominations (if the Debt Securities of such series are issuable as Registered Securities) or Bearer Securities of the same class series, of any authorized denomination or denominations, of like tenor and of a like aggregate Liquidation Amount principal amount, upon surrender of the Capital Bearer Securities Certificates to be exchanged at the office or agency of the Company maintained pursuant for such purpose, with all unmatured Coupons and all matured Coupons in Default thereto appertaining; provided, however, that delivery of a Bearer Security shall occur only outside the United States. If such Holder is unable to SECTION 5.8produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in Default, such exchange may be effected if such Holder’s Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any paying agent harmless. If thereafter such Holder shall surrender to any paying agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 2.12, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside the United States. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, the exchange of Bearer Securities for Registered Securities will be subject to the provisions of United States income tax laws and regulations applicable to Debt Securities in effect at the time of such exchange. (cb) Every Capital All Registered Securities Certificate presented or surrendered for registration of transfer transfer, exchange or exchange payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer transfer, in form satisfactory to an Administrative the Company, the Trustee and the Securities Registrar Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. Each Capital All Debt Securities Certificate surrendered issued in exchange for registration or upon transfer of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Debt Securities shall be canceled by the Property Trustee. (d) valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer or exchange of Capital Debt Securities Certificates(except as provided by Section 2.09), but the Securities Registrar Company may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in connection with any relation thereto, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. The Company shall not be required (i) to issue, register the transfer of or exchange any Debt Securities for a period of Capital 15 days next preceding any mailing of notice of redemption of Debt Securities Certificatesof such series or (ii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption; provided, however, that, if specified pursuant to Section 2.03, any Bearer Securities of any series that are exchangeable for Registered Securities and that are called for redemption pursuant to Section 3.02 may, to the extent permitted by applicable law, be exchanged for one or more Registered Securities of such series during the period preceding the redemption date therefor. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of or on account of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or any Registrar shall be affected by notice to the contrary. None of the Underwriters, the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or ------------ agency maintained pursuant of the Company in a Place of Payment being herein sometimes collectively referred to SECTION 5.8, a register for as the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the "SECURITIES REGISTER"“Security Register”) in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it the Security Registrar may prescribe, the Company shall provide for the registration of Capital Securities Certificates and Common of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities Certificates and transfers of Securities as herein provided. The Company may change the Security Registrar or appoint one or more co-Security Registrars without notice. Upon surrender for registration of transfers transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable, the Guarantors shall execute the Subsidiary Guarantees endorsed thereon and exchanges the Trustee shall authenticate and deliver, in the name of Capital the designated transferee or transferees, one or more new Securities Certificatesof the same series, subject of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to SECTION 5.10be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, SECTION 5.11 the Company shall execute, if applicable, the Guarantors shall execute the Subsidiary Guarantees endorsed thereon and as may otherwise be provided hereinthe Trustee shall authenticate and make available for delivery, the Securities which the Holder making the exchange is entitled to receive. The Bank All Securities and, if applicable, the Subsidiary Guarantees endorsed thereon issued upon any registration of transfer or exchange of Securities shall be the initial valid obligations of the Company and, if applicable, the respective Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Subsidiaries Guarantees surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange, repurchase or redemption, shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. The No service charge shall be made to a Holder for any registration of transfer, exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Sections 303, 304, 305, 306, 906 or 1107 not involving any transfer. If the Securities Registrar of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (i) to issue, register the transfer of or exchange any Securities of any Capital Securities that series (xor of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing mailing, or (yii) that have been to register the transfer of or exchange any Security so selected for redemption redemption, in whole or in part, except the unredeemed portion of any Capital Security being redeemed in part. . The provisions of Clauses (b1), (2), (3) Capital Securities Certificate at the office or agency maintained pursuant and (4) below shall apply only to SECTION 5.8 and subject to compliance with SECTION 5.11, the Administrative Trustees or any one of them shall execute and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. Subject to SECTION 5.11, at the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates to be exchanged at the office or agency maintained pursuant to SECTION 5.8. (c) Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.Global Securities:

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Issuer shall keep or cause to be kept, kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or ------------ agency maintained of the Issuer designated pursuant to SECTION 5.8, a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (Section 1002 being herein sometimes collectively referred to as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Capital Securities Certificates and Common of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities Certificates and transfers of Securi ties as herein provided. Upon surrender for registration of transfers transfer of any Security at an office or agency of the Issuer designated pursuant to Section 1002 for such purpose, the Issuer shall execute, and exchanges the Trustee shall authenticate and deliver, in the name of Capital the designated transferee or transferees, one or more new Securities Certificatesof any authorized denominations and of a like aggregate principal amount, subject with each such new Security having endorsed thereon the Guarantee executed by the Guarantor. At the option of the Holder, Securities may be exchanged for new Securities of any authorized denominations and of a like aggregate principal amount, with each such new Security having endorsed thereon the Guarantee executed by the Guarantor, upon surrender of the Securities to SECTION 5.10be exchanged at any such office or agency. Whenever any Securities are so surrendered for exchange, SECTION 5.11 the Issuer shall execute, and as may otherwise be provided hereinthe Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Bank All Securities and the Guarantee endorsed thereon issued upon any registration of transfer or exchange of Securities shall be the initial valid obligations of the Issuer and the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Registrarand the Guarantee endorsed thereon, respectively, surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registra tion of transfer or exchange of Securities, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1108 not involving any transfer. The Securities Registrar Issuer shall not be required (i) to issue, register the transfer of or exchange of any Capital Securities (x) Security during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities selected for redemption under Section 1104 and ending at the close of business on the day of such mailing mailing, or (yii) that have been to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Capital Security being redeemed in part. (b) Capital Securities Certificate at the office or agency maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11, the Administrative Trustees or any one of them shall execute and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. Subject to SECTION 5.11, at the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates to be exchanged at the office or agency maintained pursuant to SECTION 5.8. (c) Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep maintain or cause to be kept, at the maintained an office or ------------ agency maintained pursuant to SECTION 5.8, where the Securities may be presented for registration of transfer or for exchange ("Security Registrar"). The Security Registrar shall keep a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Securities Certificates and Common of transfers of Securities. The Security Register shall initially be kept at the Corporate Trust Office of the Trustee in New York, New York, and the Trustee is hereby appointed Security Registrar for the purpose of registering Securities Certificates and transfers of Securities as herein provided. The Company shall give prompt written notice to the Trustee of any change of location of such office or agency. If at any time the Company shall fail to maintain or cause to be maintained any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations may be made or served at the Corporate Trust Office of the Trustee and the Trustee shall act as Security Registrar and shall be entitled to appropriate compensation therefor. The Company or any Affiliate of the Company may act as Security Registrar or co-Registrar. Upon surrender for registration of transfers transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and exchanges the Trustee shall authenticate and make available for delivery, in the name of Capital the designated transferee or transferees, one or more new Securities Certificatesof the same series, subject of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to SECTION 5.10be exchanged at the office or agency of the Company in a place of payment for that series. Whenever any Securities are so surrendered for exchange, SECTION 5.11 the Company shall execute, and as may otherwise be provided hereinthe Trustee shall authenticate and make available for delivery, the Securities which the Holder making the exchange is entitled to receive. The Bank All Securities issued upon any registration of transfer or exchange of Securities shall be the initial valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Registrarsurrendered upon such registration of transfer or exchange. The Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. If the Securities Registrar of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of any Capital Securities that series (xor of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing mailing, or (yB) that have been to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Capital Security being redeemed in part. . The provisions of Clauses (b1), (2), (3) Capital Securities Certificate at the office or agency maintained pursuant and (4) below shall apply only to SECTION 5.8 and subject to compliance with SECTION 5.11, the Administrative Trustees or any one of them shall execute and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. Subject to SECTION 5.11, at the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates to be exchanged at the office or agency maintained pursuant to SECTION 5.8. (c) Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.Global Securities:

Registration of Transfer and Exchange. With respect to the Registered Securities of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor each series, the Company shall keep or cause to be kept, kept at the office Corporate Trust Office of the Trustee or ------------ agency maintained pursuant to SECTION 5.8, in any Office or Agency of the Company in a Place of Payment a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the register maintained in such office and in any other Office or Agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital the Registered Securities Certificates and Common Securities Certificates and registration of transfers and exchanges of Capital Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided hereinthe Registered Securities. The Bank Security Register shall be the initial Securities Registrarin written form or any other form capable of being converted into written form within a reasonable time. The Trustee, at its Corporate Trust Office, is hereby appointed "Security Registrar" for the purpose of registering the Securities and transfers of the Securities as herein provided. The Company shall have the right to remove and replace from time to time the Security Registrar for any series of Securities; provided that no such removal or replacement shall be effective until a successor Security Registrar with respect to such series of Securities shall have been appointed by the Company and shall have accepted such appointment. In the event the Trustee shall not be required or shall cease to register be Security Registrar with respect to a series of Securities, it shall have the right to examine the Security Register for such series at all reasonable times. There shall be only one Security Register for each series of Securities. Upon surrender for registration of transfer or exchange of any Capital Securities (x) during a period beginning Registered Security of any series at the opening of business 15 days before the day Office or Agency of the mailing Company in a Place of a notice Payment for Securities of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion of any Capital Security redeemed in part. (b) Capital Securities Certificate at the office or agency maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11series, the Administrative Trustees or any one of them Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Capital Registered Securities Certificates in of the same series, of any authorized denominations and of a like aggregate Liquidation Amount dated principal amount and tenor, containing identical terms and provisions, bearing a number not contemporaneously outstanding. At the date option of execution the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, any authorized denominations and of a like aggregate principal amount and tenor, containing identical terms and provisions, upon surrender of the Securities to be exchanged at such Office or Agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. If (but only if) permitted by such Administrative Trustee the applicable Board Resolution and set forth in the applicable Officers' Certificate, or Trustees. Subject in any indenture supplemental hereto, with respect to SECTION 5.11Securities of any series, at the option of a the Holder, Capital Bearer Securities Certificates of such series may be exchanged for other Capital Registered Securities Certificates of such series containing identical terms, denominated as authorized in authorized denominations of or pursuant to this Indenture and in the same class and of a like aggregate Liquidation Amount principal amount, upon surrender of the Capital Bearer Securities Certificates to be exchanged at any Office or Agency for such series, with all unmatured Coupons and all matured Coupons in default thereto appertaining. If the office Holder of a Bearer Security is unable to produce any such unmatured Coupon or agency maintained Coupons or matured Coupon or Coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to any Paying Agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such series located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such Office or Agency for such series in exchange for a Registered Security of such series and like tenor after the close of business at such Office or Agency on (i) any Regular Record Date and before the opening of business at such Office or Agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such Office or Agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date or proposed date of payment, as the case may be (or, if such Coupon is so surrendered with such Bearer Security, such Coupon shall be returned to the Person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. If provided in or pursuant to SECTION 5.8. (c) this Indenture with respect to Securities of any series, at the option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities upon such terms and conditions as may be provided in or pursuant to this Indenture with respect to such series. Whenever any Securities are surrendered for exchange as contemplated by the immediately preceding two paragraphs, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Capital Securities Certificate Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee the Company and the Securities Security Registrar duly executed executed, by the Holder thereof or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities CertificatesSecurities, but the Securities Registrar Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Capital Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer and other than exchanges of interests in Book-Entry Securities Certificatesfor definitive Securities pursuant to the second succeeding paragraph. Except as otherwise provided in or pursuant to this Indenture, neither the Company nor the Trustee shall be required (i) to issue, register the transfer of or exchange Securities of any series, if such Security may be among those selected for redemption, during a period beginning at the opening of business 15 days before selection of the Securities of that series to be redeemed under Section 1103 and ending at the close of business on (A) if such Securities are issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if such Securities are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if such Securities are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Security, or portion thereof, so selected for redemption in whole or in part, except in the case of any Registered Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security shall be simultaneously surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture or (iv) to issue, register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not be so repaid. Notwithstanding the foregoing, no Book-Entry Security shall be registered for transfer or exchange, or authenticated and delivered, whether pursuant to this Section, Sections 304, 306, 906 or 1107 or otherwise, in the name of a Person other than the Depositary for such Book-Entry Security or its nominee until (i) the Depositary with respect to a Book-Entry Security notifies the Company that it is unwilling or unable to continue as Depositary for such Book-Entry Security or the Depositary ceases to be a clearing agency registered under the Exchange Act and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Company becoming aware of the Depositary ceasing to be so registered, as the case may be, (ii) the Company, in its sole discretion, executes and delivers to the Trustee a Company Order that all Book-Entry Securities of such series shall be so transferable and exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series. Upon the occurrence in respect of any Book-Entry Security of any series of any one or more of the conditions specified in clauses (i), (ii) or (iii) of the preceding sentence or such other conditions as may be established as contemplated by Section 301 for Securities of such series, the Company shall without unnecessary delay deliver to the Trustee certificated Securities of such series in such form and denominations as are required by or pursuant to this Indenture, containing identical terms and in aggregate principal amount equal to the aggregate principal amount of such Book-Entry Securities and shall cause the Trustee to authenticate and deliver such certificated Securities to such Persons and registered in such names as the Depositary with respect to such series shall direct. Except as provided in the preceding paragraph, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Book-Entry Security, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall also be a Book-Entry Security and bear the legend specified in Section 203. Subject to the second preceding paragraph, if the Securities are Book-Entry Securities, the Depositary or its nominee, as registered owner of a Book-Entry Security, shall be the Holder of such Book-Entry Security for all purposes under this Indenture, and owners of beneficial interests in a Book-Entry Security shall hold such interests pursuant to the applicable procedures of the Depositary. Accordingly, any such owner's beneficial interest in a Book-Entry Security will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee. If any beneficial owner of an interest in a Book-Entry Security is entitled to exchange such interest for Securities of such series of like tenor, terms and principal amount and which are not Book-Entry Securities, whether pursuant to the third preceding paragraph or as otherwise specified as contemplated by Section 301, and provided that any applicable notice provided in the Book-Entry Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner's interest in such Book-Entry Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such Book-Entry Security shall be surrendered by the Depository or such depository 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 from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such Book-Entry Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor and terms as the portion of such Book-Entry Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof; provided, however, that no Bearer Security delivered in exchange for a portion of a Book-Entry Security shall be mailed or otherwise delivered to any location in the United States. If a Registered Security is issued in exchange for any portion of a Book-Entry 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 Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such Book-Entry Security is payable in accordance with the provisions of this Indenture.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor shall keep When Registered Securities of a Series are presented to the Registrar with a request to register their transfer or cause to be keptexchange them for an equal principal amount of Registered Securities of the same Series and of like tenor of other authorized denominations, at the office or ------------ agency maintained pursuant to SECTION 5.8, a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the "SECURITIES REGISTER") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR"), subject to such reasonable regulations as it may prescribe, shall provide for the registration of Capital Securities Certificates and Common Securities Certificates and registration of transfers and exchanges of Capital Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided herein. The Bank shall be the initial Securities Registrar. The Securities Registrar shall not be required to register the transfer or make the exchange if its customary requirements for such transactions are met. (b) If both Registered and Unregistered Securities are authorized for a Series of Securities and the terms of such Securities permit, Unregistered Securities may be exchanged for an equal principal amount of Registered or Unregistered Securities of the same Series and of like tenor in any authorized denominations upon delivery to the Registrar (or a Paying Agent, if the exchange is for Unregistered Securities) of the Unregistered Security with all unmatured coupons and all matured coupons in default appertaining thereto and if all other requirements of the Registrar (or such Paying Agent) and such Securities for such exchange are met. Notwithstanding the foregoing, the exchange of Unregistered Securities for Registered Securities will be subject to the satisfaction of the provisions of United States law and regulations in effect at the time of such exchange, and no exchange will be made until SBC has notified the Trustee and the Registrar that, as a result of such exchange, SBC would not suffer adverse consequences under such law or regulations. (c) To permit registrations of transfers and exchanges, the Trustee shall authenticate Securities upon surrender of Securities for registration of transfer or for exchange as provided in this Section. SBC will not make any Capital charge for any registration of transfer or exchange but may require the payment by the party requesting such registration of transfer or exchange of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, but not for any exchange pursuant to Section 2.12, 3.06 or 9.05. (d) Neither SBC nor the Registrar shall be required (i) to issue, register the transfer of or exchange Securities (x) during a of any Series for the period beginning at the opening of business 15 days before immediately preceding the day selection of the mailing of a notice of redemption of Capital any such Securities to be redeemed and ending at the close of business on the day of such first publication of the relevant notice of redemption or, if there is no publication, the mailing of the relevant notice of redemption, or (yii) that have been selected to register the transfer of or exchange Securities of any Series selected, called or being called for redemption in as a whole or in part, except the unredeemed portion being redeemed of any Capital Security redeemed such Securities selected, called or being called for redemption in part. (be) Capital Unregistered Securities Certificate at or any coupons appertaining thereto shall be transferable by delivery. (f) Notwithstanding the office or agency maintained foregoing, any Global Security shall be exchangeable pursuant to SECTION 5.8 this Section 2.08 for Securities registered in the names of Persons other than the Depository for such Security or its nominee only if (i) such Depository notifies SBC that it is unwilling or unable to continue as Depository for such Global Security or if at any time such Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (ii) SBC executes and subject delivers to compliance the Trustee an Order that such Global Security shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of Default with SECTION 5.11respect to the Securities. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as such Depository shall direct. Notwithstanding any other provision in this Indenture, a Global Security may not be transferred except as a whole by the Administrative Trustees Depository with respect to such Global Security to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository. (g) If at any one time the Depository for the Securities of them a Series notifies SBC that it is unwilling or unable to continue as Depository for the Securities of such Series or if at any time the Depository for the Securities of such Series shall execute no longer be eligible under Section 2.03, SBC shall appoint a successor Depository with respect to the Securities of such Series. If a successor Depository for the Securities of such Series is not appointed by SBC within 90 days after SBC receives such notice or becomes aware of such ineligibility, SBC's election pursuant to Section 2.02(15) shall no longer be effective with respect to the Securities of such series and SBC will execute, and the Trustee, upon receipt of the Order for the authentication and delivery of definitive Securities of such Series, will authenticate and deliver, Securities of such Series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Series in exchange for such Global Security or Securities. SBC may at any time and in its sole discretion determine that the Securities of any series issued in the name form of the designated transferee or transferees, one or more new Capital Global Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution shall no longer be represented by such Administrative Global Security or Securities. In such event SBC will execute, and the Trustee, upon receipt of the Order for the authentication and delivery of the definitive Securities of such Series, will authenticate and deliver, Securities of such Series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Series in exchange for such Global Security or Securities. If (a) there shall have occurred and be continuing an Event of Default (as defined in Section 6.01) or an event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default with respect to a Series of Securities issued in the form of one or more Global Securities, or (b) if specified by SBC pursuant to Section 2.02 with respect to a Series of Securities, the Depository for such Series of Securities may surrender a Global Security for such Series of Securities in exchange in whole or in part for Securities of such Series in definitive form. Thereupon, SBC shall execute, and the Trustee shall authenticate and deliver, without service closing charge: (i) to each person specified by such Depository a new Security or Trustees. Subject to SECTION 5.11, at the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class series, of any authorized denomination as requested by such person in aggregate principal amount equal to and in exchange for such person's beneficial interest in the Global Security; and (ii) to such Depository a new Global Security 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. In any exchange provided for in any of the preceding three paragraphs, SBC will execute and the Trustee will authenticate and deliver Securities in definitive registered form in authorized denominations. Upon the exchange of a like aggregate Liquidation Amount upon surrender of the Capital Global Security for Securities Certificates to be exchanged at the office or agency maintained pursuant to SECTION 5.8. (c) Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with definitive form, such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities Global Security shall be canceled by the Property Trustee. Registered 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 Depository for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Corporation shall keep or cause to be kept, kept by the Trustee at its principal office in the office City of Montreal (or ------------ agency at such other Place of Registration in Canada maintained pursuant by the Trustee as may be requested by the Corporation with the approval of the Trustee) a central Security register (herein referred to SECTION 5.8as the “Central Security Register”) and at each other Place of Registration, a branch Security register for (herein collectively referred to as the purpose of registering Trust Securities Certificates “Branch Security Registers” and transfers and exchanges of Capital Securities Certificates (the "SECURITIES REGISTER"Branch Security Registers together with the Central Security Register are herein sometimes collectively referred to as the “Security Registers”) in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Corporation shall provide for the registration of Capital Securities Certificates and Common Securities Certificates and the registration of transfers of Securities. A Branch Security Register shall at least contain particulars of the registration of Securities and exchanges the registration of Capital transfers of Securities Certificates, subject to SECTION 5.10, SECTION 5.11 made at the Place of Registration where such Branch Security Register is being maintained and as may otherwise be provided hereinthe Central Security Register shall contain particulars of registrations of Securities and registrations of transfers of Securities made at all Places of Registration. The Bank shall be Trustee is hereby appointed registrar for the initial Securities Registrar. The Securities Registrar shall not be required to register the transfer or exchange purpose of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital registering Securities and ending at the close transfers of business Securities as herein provided on the day Central Security Register and a “Branch Security Registrar” for the purpose of registring Securities and transfers of Securities as herein provided on the Branch Security Registers expressly provided for on the date hereof. Each Branch Security Registrar (if other than the Trustee) shall provide the Trustee with the particulars of each registration of Securities and of transfers of Securities made on the Branch Security Register for which it has been appointed Branch Security Registrar immediately following any such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion of any Capital Security redeemed in part. (b) Capital Securities Certificate at the registration. Any office or agency maintained appointed pursuant to SECTION 5.8 Section 1002 after the date hereof shall, by its appointment as such, also be deemed to have been appointed a “Branch Security Registrar” for the purpose of registering Securities and subject to compliance with SECTION 5.11transfers of Securities as herein provided on the Branch Security Register for which it has been appointed Branch Security Registrar. Upon surrender for transfer of any Security at any Place of Registration, the Administrative Trustees or any one of them Corporation shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates of a like aggregate principal amount, all as requested by the transferor. At the option of the Holder, Securities may be exchanged for Securities in any other authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. Subject to SECTION 5.11principal amount, at the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates to be exchanged at any Place of Registration, and upon payment, if the office or agency maintained pursuant Corporation shall so require, of the charges hereinafter provided. Whenever any Securities are so surrendered for exchange, the Corporation shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to SECTION 5.8. (c) receive. Every Capital Securities Certificate Security presented or surrendered for registration of transfer transfer, shall (if so required by the Corporation or exchange shall the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee the Corporation and the Securities Registrar Trustee or other Branch Security Registrar, if any, duly executed executed, by the Holder thereof or his attorney duly authorized in writing. Each Capital All Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for issued upon any registration of transfer or exchange of Capital Securities Certificatesshall be the valid obligations of the Corporation, but evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Registrar surrendered upon such registration of transfer or exchange. The Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities CertificatesSecurities.

Registration of Transfer and Exchange. With respect to the Registered Securities, if any, of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor each series of Securities, the Company shall keep or cause to be kept, kept at the an office or ------------ agency of the Company maintained pursuant to SECTION 5.8, Section 1002 a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (each such register being herein sometimes referred to as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital the Registered Securities Certificates of each series and Common Securities Certificates and registration of transfers and exchanges of Capital the Registered Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided hereinof each series. The Bank Such office or agency shall be the initial Securities "Security Registrar" for the Registered Securities, if any, of each series of Securities. The Securities Registrar In the event that the Trustee shall not be required the Security Registrar with respect to register a particular series of Securities, it shall have the right to examine the Security Register for such series at all reasonable times. Unless otherwise provided with respect to a series of Securities in a supplemental indenture, Board Resolution or other instrument authorizing such series of Securities, X. X. Xxxxxx Trust Company, National Association, is hereby appointed Security Registrar for each series until a successor has been appointed by a Board Resolution or an instrument executed on behalf of the Company by its Chairman, President or one of its Senior Vice Presidents and delivered to the Trustee. Upon surrender for registration of transfer or exchange of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion Registered Security of any Capital Security redeemed in part. (b) Capital Securities Certificate series at the any office or agency of the Company maintained for that series pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11Section 1002, the Administrative Trustees or any one of them Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Capital Registered Securities Certificates in of the same series, of any authorized denominations and of a like aggregate Liquidation Amount dated principal amount, bearing a number not contemporaneously outstanding, and containing identical terms and provisions. At the date option of execution by the Holder, Registered Securities of any series (except a global Security representing all or a portion of such Administrative series) may be exchanged for other Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount, containing identical terms and provisions, upon surrender of the Securities to be exchanged at any such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities that the Holder making the exchange is entitled to receive. If provided in or Trustees. Subject pursuant to SECTION 5.11this Indenture with respect to Securities of any series, at the option of a the Holder, Capital Bearer Securities Certificates of such series may be exchanged for other Capital Registered Securities Certificates or Bearer Securities (if Bearer Securities of such series are issuable in authorized denominations more than one denomination) of the same class series containing identical terms and provisions, of any authorized denominations and of a like aggregate Liquidation Amount principal amount, upon surrender of the Capital Bearer Securities Certificates to be exchanged at any office or agency of the Company maintained for such series, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency for such series located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be (or, if such coupon is so surrendered with such Bearer Security, such coupon shall be returned to the person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but shall be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. If expressly provided in or pursuant to this Indenture with respect to the Securities of any series, at the option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities upon such terms and conditions as may be provided in or pursuant to this Indenture with respect to such series. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, any global Security shall be exchangeable for certificated Securities only if (i) the Depository is at any time unwilling, unable or ineligible to continue as Depository and a successor depository is not appointed by the Company within 90 days of the date the Company is so informed in writing, (ii) the Company executes and delivers to the Trustee a Company Order to the effect that such global Security shall be so exchangeable, (iii) an Event of Default has occurred and is continuing with respect to the Securities of the same series, or (iv) in the case of a global Security representing Bearer Securities, upon the written request of a beneficial owner of an interest in such global Security given to the Depository. If the beneficial owners of interests in a global Security are entitled to exchange such interests for certificated Securities of such series, 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 certificated Securities in such form and denominations as are required by or pursuant to this Indenture, and of the same series as, containing identical terms as and in aggregate principal amount equal to the principal amount of, such global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global Security shall be surrendered from time to time by the U.S. Depository (or such other Depository 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 certificated Securities as described above, without charge, in accordance with instructions (which instructions shall be in writing but need not be contained in or accompanied by an Officers' Certificate or be accompanied by an Opinion of Counsel) given by the Company to the Trustee and such U. S. Depository or other Depository, as the case may be. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered global Security, a like aggregate principal amount of certificated Securities of the same series of authorized denominations and of like tenor as the portion of such global Security to be exchanged, which (unless such Securities are not issuable both as Bearer Securities and as Registered Securities, in which case the definitive Securities exchanged for the global Security shall be issuable only in the form in which the Securities are issuable, as provided in or pursuant to this Indenture) shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities for redemption of the same series and containing identical terms and ending on the relevant Redemption Date; and provided, further, that (unless otherwise provided in or pursuant to this Indenture) no Bearer Security delivered in exchange for a portion of a global Security shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such global Security shall be returned by the Trustee to the U.S. Depository or such other Depository referred to above, as the case may be, in accordance with the instructions of the Company referred to above, with an endorsement thereon to reflect the decrease in the aggregate amount of Outstanding Securities represented thereby. If a Registered Security is issued in exchange for any portion of a global Security after the close of business at the office or agency maintained pursuant for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such office or agency on the next Interest Payment Date; or (ii) any Special Record Date for such Security and before the opening of business at such office or agency on the related proposed date for payment of interest or Defaulted Interest, as the case may be, interest shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but shall be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to SECTION 5.8. (c) the Person to whom interest in respect of such portion of such global Security shall be payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitling the Holders thereof to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Capital Securities Certificate Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee the Company and the Securities Security Registrar therefor duly executed executed, by the Holder thereof or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange or redemption of Capital Securities CertificatesSecurities, but the Securities Registrar Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Capital Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. Except as otherwise provided in or pursuant to this Indenture, the Company shall not be required (i) to issue, register the transfer of or exchange Securities Certificatesof any series during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities of like tenor and the same series under Section 1103 and ending at the close of business (A) if Securities of the series are issuable only as Registered Securities, on the day of the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, on the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not to be redeemed, (iii) to exchange any Bearer Security so selected for redemption, except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered Security of like tenor and the same series, provided that such Registered Security shall be immediately surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture, or (iv) to issue, register the transfer of or exchange any Security that, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.

Registration of Transfer and Exchange. of Capital Trust Preferred -------------------------------------------------------------- Securities ----------------------------------------------------------- Certificates.. ----------------------- (a) The Depositor shall keep or cause to be kept, at the office or ------------ agency maintained pursuant to SECTION 5.8Section 5.8 hereof, a register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Trust Securities Certificates (herein referred to as the "SECURITIES REGISTERSecurities Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRARSecurities Registrar"), subject to such reasonable regulations as it may prescribe, shall provide for the registration of Capital Trust Preferred Securities Certificates and Common Securities Certificates (subject to Section 5.10 hereof in the case of the Common Securities Certificates) and registration of transfers and exchanges of Capital Trust Preferred Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and Certificates as may otherwise be provided herein. The Bank shall be the initial Securities Registrarherein provided. The Securities Registrar shall not be required to register the transfer or exchange of any Capital Trust Preferred Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected called for redemption in whole or in part, except redemption. The Property Trustee shall be the unredeemed portion of any Capital Security redeemed in partinitial Securities Registrar. (b) Capital Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to SECTION Section 5.8 and subject to compliance with SECTION 5.11hereof, the Administrative Trustees or any one of them shall shall, if the requirements for such transfer, as set forth herein and on the Trust Preferred Securities Certificate, are met, execute by manual or facsimile signature and deliverdeliver and the Property Trustee shall, upon written order of one of the Administrative Trustees on behalf of the Trust, authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Capital Trust Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated effective the date of execution by such Administrative Trustee or Trustees. Subject to SECTION 5.11, at At the option of a Holder, Capital Trust Preferred Securities Certificates may be exchanged for other Capital Trust Preferred Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Trust Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to SECTION Section 5.8. The procedures for exchanges shall be the same for transfers as set forth in this Subsection 5.4(b). (c) The Trust Preferred Securities Certificates shall bear certain legends identifying certain restrictions regarding the transfer of the Trust Preferred Securities represented thereby, the first of which is referred to herein as the "Restricted Securities Legend." The legends shall not be removed; provided, however, that the Restricted Securities Legend may be removed if the Administrative Trustees receive such satisfactory evidence, which may include an Opinion of Counsel, as may be reasonably required by the Administrative Trustees, that neither the Restricted Securities Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of the Securities Act. Upon provision of such satisfactory evidence, the Property Trustee, at the written direction of the Administrative Trustees, shall authenticate and deliver Trust Preferred Securities Certificates that do not bear the Restricted Securities Legend. (d) Except as permitted by Section 5.4(c), each Trust Preferred Security Certificate shall bear the legends in substantially the following form and a Trust Preferred Security Certificate shall not be transferred except in compliance with such legends, unless otherwise determined by the Administrative Trustees, upon the advice of counsel, in accordance with applicable law: THIS TRUST PREFERRED SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS TRUST PREFERRED SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. PRIOR TO (i) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE TRUST OR ANY AFFILIATE OF THE TRUST WAS THE OWNER OF THIS TRUST PREFERRED SECURITY (OR ANY PREDECESSOR OF THIS TRUST PREFERRED SECURITY) OR (ii) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE") THE HOLDER OF THIS TRUST PREFERRED SECURITY BY ITS ACCEPTANCE HEREOF AGREES FOR THE BENEFIT OF THE TRUST TO OFFER, SELL OR OTHERWISE TRANSFER THIS TRUST PREFERRED SECURITY ONLY (A) TO THE TRUST OR AN AFFILIATE OF THE TRUST, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS TRUST PREFERRED SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A ("RULE 144A") PROMULGATED UNDER THE SECURITIES ACT, TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS TRUST PREFERRED SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE TRUST'S AND THE ADMINISTRATIVE TRUSTEES' RIGHTS PRIOR TO ANY SUCH OFFER, SALE, TRANSFER OR OTHER DISPOSITION (i) PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY BY THE HOLDER OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE TRUST AND THE ADMINISTRATIVE TRUSTEES TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS CERTIFICATE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE PROPERTY TRUSTEE AND THE SECURITIES REGISTRAR IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY PRIOR TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE CERTIFICATE OF TRANSFER RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THE CERTIFICATE OF TRANSFER TO THE PROPERTY TRUSTEE AND THE SECURITIES REGISTRAR. THIS LEGEND WILL BE REMOVED UPON REQUEST OF THE HOLDER AFTER THE EARLIER OF (i) THE TRANSFER OF THE TRUST PREFERRED SECURITY EVIDENCED HEREBY PURSUANT TO CLAUSE (B) ABOVE OR (ii) THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS TRUST PREFERRED SECURITY OF THE RESALE RESTRICTIONS REFERRED TO HEREIN. PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, THIS TRUST PREFERRED SECURITY MAY BE TRANSFERRED OR EXCHANGED ONLY IN A MINIMUM AGGREGATE LIQUIDATION AMOUNT OF NOT LESS THAN $100,000. ANY ATTEMPTED TRANSFER OF THIS TRUST PREFERRED SECURITY IN AN AGGREGATE LIQUIDATION AMOUNT OF LESS THAN $100,000 PRIOR TO THE RESALE RESTRICTION TERMINATION DATE SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. AFTER SUCH RESALE RESTRICTION TERMINATION DATE, ANY ATTEMPTED TRANSFER OF THIS TRUST PREFERRED SECURITY IN AN AGGREGATE LIQUIDATION AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS TRUST PREFERRED SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO RECEIVE DISTRIBUTIONS ON THIS TRUST PREFERRED SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS TRUST PREFERRED SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE SECURITIES REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE AMENDED AND RESTATED TRUST AGREEMENT TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. (e) Every Capital Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to an Administrative the Property Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing, and, in the case of Trust Preferred Securities Certificates bearing the Restricted Securities Legends, accompanied by certification(s) in a form substantially similar to the Letters of Representations attached as Exhibit E and Exhibit F, as --------- --------- applicable, and evidence reasonably satisfactory to the Property Trustee or the Securities Registrar as to the compliance with the restrictions set forth in the Restricted Securities Legend. When Trust Preferred Securities Certificates are presented to the Securities Registrar to register the transfer of such certificates or to exchange such certificates which become mutilated, destroyed, defaced, stolen or lost, for an equal number of Trust Preferred Securities Certificates, the Securities Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transactions are met. Each Capital Trust Preferred Securities Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by an Administrative the Property Trustee or the Securities Registrar in accordance with such Person's its customary practice. The Trust shall not be required to (i) issue, register the transfer of, or exchange any Trust Preferred Securities during a period beginning at the opening of business 15 calendar days before the date of mailing of a notice of redemption of any Trust Preferred Securities called for redemption and ending at the close of business on the day of such mailing; provided that no exchanges or (ii) register the transfer of Private Capital or exchange any Trust Preferred Securities so selected for Exchange Capital redemption, in whole or in part, except the unredeemed portion of any such Trust Preferred Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trusteebeing redeemed in part. (df) No service charge shall be made for any registration of transfer or exchange of Capital Trust Preferred Securities Certificates, Certificates but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Trust Preferred Securities Certificates. (g) Trust Preferred Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement. Any transfer or purported transfer of any Trust Preferred Security not made in accordance with this Trust Agreement shall be null and void. A Trust Preferred Security may be transferred, in whole or in part, to a Person who takes delivery in the form of another Trust Preferred Security as provided in this Section 5.4. (h) Prior to the Resale Restriction Termination Date, Trust Preferred Securities may only be transferred in a minimum aggregate Liquidation Amount of $100,000. Any attempted transfer of Trust Preferred Securities having an aggregate Liquidation Amount of less than $100,000 shall be deemed to be void and of no legal effect whatsoever. Any such purported transferee shall be deemed not to be a Holder of such Trust Preferred Securities for any purpose, including, but not limited to, the receipt of Distributions on such Trust Preferred Securities, and such purported transferee shall be deemed to have no interest whatsoever in such Trust Preferred Securities. (i) Subsequent to the Resale Restriction Termination Date, Trust Preferred Securities may only be transferred in a minimum aggregate Liquidation Amount of $100,000. Any attempted transfer of Trust Preferred Securities subsequent to the Resale Restriction Termination Date having an aggregate Liquidation Amount of less than $100,000 shall be deemed to be void and of no legal effect whatsoever. Any such purported transferee shall be deemed not to be a Holder of such Trust Preferred Securities for any purpose, including, but not limited to, the receipt of Distributions on such Trust Preferred Securities, and such purported transferee shall be deemed to have no interest whatsoever in such Trust Preferred Securities.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or ------------ in any other office or agency maintained pursuant of the Company in a Place of Payment being herein sometimes referred to SECTION 5.8, a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Securities Certificates and Common Securities Certificates and registration of transfers and exchanges of Capital Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided hereinSecurities. The Bank shall be Trustee is hereby appointed "Security Registrar" for the initial purpose of registering Securities Registrarand transfers of Securities as herein provided. The Securities Registrar shall not be required to register the Upon surrender for registration of transfer or exchange of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion of any Capital Security redeemed in part. (b) Capital Securities Certificate at the office or agency maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11of the Company in a Place of Payment, the Administrative Trustees or any one of them Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in of the same series of any authorized denominations and of a like tenor and aggregate Liquidation Amount dated principal amount, of the date same original Issue Date and Stated Maturity and having the same terms. Notwithstanding any other provision of execution this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, a Global Security representing all or a portion of the Securities may not be transferred except as a whole by the Depositary to a nominee of such Depositary, or by a nominee of such Depositary to such Depositary or another nominee of such Depositary, or by such Administrative Trustee Depositary or Trusteesany such nominee to a successor Depositary or nominee of such successor Depositary. Subject to SECTION 5.11, at At the option of a the Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations Securities, of the same class series of any authorized denominations, of like tenor and aggregate principal amount, of a like aggregate Liquidation Amount the same Original Issue Date and Stated Maturity and having the same terms, upon surrender of the Capital Securities Certificates to be exchanged at the such office or agency maintained pursuant to SECTION 5.8. (c) Every Capital agency. Whenever any Securities Certificate presented or are so surrendered for registration exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary shall cease to be a clearing agency registered under the Exchange Act as provided in Section 303, the Company shall appoint a successor Depositary. If a successor Depositary is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of transfer such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities, will authenticate and make available for delivery, individual Securities in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing the Securities in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that individual Securities issued in the form of one or more Global Securities shall no longer be accompanied represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a written instrument Company Order for the authentication and delivery of transfer individual Securities, will authenticate and make available for delivery, individual Securities in form satisfactory an aggregate principal amount equal to an Administrative the principal amount of the Global Security or Securities representing the Securities in exchange for such Global Security or Securities. The Depositary may surrender a Global Security in exchange in whole or in part for individual Securities on such terms as are acceptable to the Company, the Trustee and such Depositary. Thereupon, the Securities Registrar duly executed by Company shall execute, and the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered Trustee shall authenticate and make available for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No delivery, without service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.charge:

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or ------------ agency maintained pursuant of the Company in a Place of Payment being herein sometimes collectively referred to SECTION 5.8, a register for as the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the "SECURITIES REGISTER"“Security Register”) in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Securities Certificates and Common of transfers of Registered Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Registered Securities Certificates and transfers of Registered Securities as herein provided. Upon surrender for registration of transfers transfer of any Registered Security of any series at the office or agency in a Place of Payment for that series, the Company shall execute, and exchanges the Trustee shall authenticate and deliver, in the name of Capital the designated transferee or transferees, one or more new Registered Securities Certificatesof the same series, subject of any authorized denominations and of a like aggregate principal amount and tenor. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Registered Securities to SECTION 5.10be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, SECTION 5.11 the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. If provided in or pursuant to this Indenture, with respect to Securities of any series, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities of such series containing identical terms, denominated as authorized in or pursuant to this Indenture and in the same aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any office or agency in a Place of Payment for such series, with all unmatured Coupons and all matured Coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to any Paying Agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency in a Place of Payment for such series located outside the United States. Notwithstanding the foregoing, in case a Bearer Security is surrendered at any such office or agency in a Place of Payment for such series in exchange for a Registered Security of such series and like tenor after the close of business at such office or agency on (i) any Regular Record Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date or proposed date of payment, as the case may be (or, if such Coupon is so surrendered with such Bearer Security, such Coupon shall be returned to the Person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. If provided in or pursuant to this Indenture with respect to Securities of any series, at the option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities upon such terms and conditions as may otherwise be provided hereinin or pursuant to this Indenture with respect to such series. The Bank Whenever any Securities are surrendered for exchange as contemplated by the immediately preceding two paragraphs, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the initial valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Registrarsurrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. The Securities Registrar Company shall not be required (1) to issue, register the transfer of or exchange Securities of any Capital Securities (x) series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing mailing, or (y2) that have been to register the transfer or exchange of any Registered Security so selected for redemption in whole or in part, except the unredeemed portion of any Capital Security being redeemed in part. part or (b3) Capital Securities Certificate at to exchange any Bearer Security so selected for redemption except, to the office or agency maintained pursuant extent provided with respect to SECTION 5.8 and subject to compliance with SECTION 5.11such Bearer Security, the Administrative Trustees or any one of them shall execute and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by that such Administrative Trustee or Trustees. Subject to SECTION 5.11, at the option of a Holder, Capital Securities Certificates Bearer Security may be exchanged for other Capital Securities Certificates in authorized denominations a Registered Security of like tenor and the same class series, provided that such Registered Security shall be immediately surrendered for redemption with written instructions for payment consistent with the provisions of this Indenture. Notwithstanding any other provision in this Indenture, no Global Security may be transferred to, or registered or exchanged for Securities registered in the name of, any Person other than the Depositary for such Global Security or any nominee thereof, and of a like aggregate Liquidation Amount upon surrender of no such transfer may be registered, unless (1) such Depositary (A) notifies the Capital Securities Certificates Company that it is unwilling or unable to continue as Depositary for such Global Security or (B) ceases to be a clearing agency registered under the Exchange Act, (2) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, (3) there shall have occurred and be continuing an Event of Default with respect to the Securities evidenced by such Global Security or (4) there shall exist such other circumstances, if any, as have been specified for this purpose as contemplated by Section 301. Notwithstanding any other provision in this Indenture, a Global Security to which the restriction set forth in the preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged at for Securities registered only in the office name or agency maintained pursuant to SECTION 5.8. (c) names of, such Person or Persons as the Depositary for such Global Security shall have directed and no transfer thereof other than such a transfer may be registered. Every Capital Securities Certificate presented or surrendered for Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security to which the restriction set forth in the first sentence of the preceding paragraph shall apply, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be accompanied by authenticated, registered and delivered in the form of, and shall be, a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property TrusteeGlobal Security. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the office or ------------ agency maintained pursuant to SECTION 5.8, Corporate Trust Office of the Trustee a register for the purpose each series of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the registers maintained in the Corporate Trust Office of the Trustee and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Registered Securities Certificates and Common of transfers of Registered Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Registered Securities Certificates and transfers of Registered Securities as herein provided. Upon surrender for registration of transfers transfer of any Registered Security of any series at the office or agency in a Place of Payment for that series, the Company shall execute, and exchanges the Trustee shall authenticate and deliver, in the name of Capital the designated transferee, one or more new Registered Securities Certificatesof the same series, of any authorized denominations and of a like aggregate principal amount and tenor. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denomination and of a like aggregate principal amount, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any series of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities. If (but only if) expressly permitted in or pursuant to the applicable Board Resolution and (subject to SECTION 5.10Section 303) set forth in the applicable Officers' Certificate, SECTION 5.11 or in any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in -------- ------- Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and 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 the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If any beneficial owner of an interest in a permanent global Security is 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 and provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner's interest in 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 by the Common 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 from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such -------- ------- exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption; and provided further that no Bearer Security -------- ------- delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered 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 provided hereinpayable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date 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. The Bank All Securities issued upon any registration of transfer or exchange of Securities shall be the initial valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1405 not involving any transfer. The Securities Registrar Company shall not be required (i) to issue, register the transfer of or exchange Securities of any Capital Securities (x) series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of selection for redemption of Capital Securities of that series under Section 1103 or 1303 and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of such the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (yii) that have been to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except the unredeemed portion of any Capital Security being redeemed in part. , or (biii) Capital Securities Certificate at to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor; provided that such Registered Security shall be simultaneously -------- surrendered for redemption, or (iv) to issue, register the office transfer of or agency maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11, the Administrative Trustees or exchange any one of them shall execute and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. Subject to SECTION 5.11, Security which has been surrendered for repayment at the option of a the Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations except the portion, if any, of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates such Security not to be exchanged at the office or agency maintained pursuant to SECTION 5.8so repaid. (c) Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the an office or ------------ agency maintained pursuant to SECTION 5.8, of the Company in The City of New York a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the register maintained in such office or in any other office or agency of the Company in a Place of Payment being herein sometimes referred to as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Securities Certificates and Common Securities Certificates and registration of transfers and exchanges of Capital Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided hereinSecurities. The Bank shall be Company will prior to the issuance of any Securities hereunder, appoint the Trustee as the initial "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided and its corporate trust office which, at the date hereof, is located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as the initial office or agency in The City of New York where the Security Register will be maintained. The Company may at any time replace such Security Registrar, change such office or agency or act as its own Security Registrar. The Securities Registrar shall not be required Company will give prompt written notice to register the transfer or exchange Trustee of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day change of the mailing Security Registrar or of a notice of redemption of Capital Securities and ending at the close of business on the day location of such mailing office or (y) that have been selected agency. Upon surrender for redemption in whole or in part, except the unredeemed portion registration of transfer of any Capital Security redeemed in part. (b) Capital Securities Certificate of any series at the office or agency of the Company maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11Section 1002 for such purpose, the Administrative Trustees or any one of them Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in of the same series, of any authorized denominations and of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trusteesprincipal amount and tenor. Subject to SECTION 5.11, at At the option of a the Holder, Capital Securities Certificates of any series (except a Global Security) may be exchanged for other Capital Securities Certificates in authorized denominations of the same class series, of any authorized denominations and of a like aggregate Liquidation Amount principal amount and tenor, upon surrender of the Capital Securities Certificates to be exchanged at the such office or agency maintained pursuant agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to SECTION 5.8. (c) receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Capital Securities Certificate Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee the Company and the Securities Security Registrar duly executed executed, by the Holder thereof or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.25

Registration of Transfer and Exchange. of Capital Preferred -------------------------------------------------- Securities ----------------------------------------------------------- Certificates. (a) . ----------------------- The Depositor shall keep or cause to be kept, at the office or ------------ agency maintained pursuant to SECTION Section 5.8, a register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Preferred Securities Certificates (the "SECURITIES REGISTERSecurities Register") in which which, the ------------------- registrar designated by the Depositor (the "SECURITIES REGISTRARSecurities Registrar"), subject to -------------------- such reasonable regulations as it may prescribe, shall provide for the registration of Capital Preferred Securities Certificates and Common Securities Certificates (subject to Section 5.10 in the case of the Common Securities Certificates) and registration of transfers and exchanges of Capital Preferred Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and Certificates as may otherwise be provided hereinherein provided. The Bank shall be the initial Securities Registrar. The Securities Registrar shall not be required to register the Upon surrender for registration of transfer or exchange of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion of any Capital Security redeemed in part. (b) Capital Preferred Securities Certificate at the office or agency maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11Section 5.8, the Administrative Trustees or any one of them shall execute and deliver, in the name of the designated transferee or transferees, one or more new Capital Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. Subject The Securities Registrar shall not be required to SECTION 5.11, at register the transfer of any Preferred Securities that have been called for redemption. At the option of a Holder, Capital Preferred Securities Certificates may be exchanged for other Capital Preferred Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to SECTION Section 5.8. (c) . Every Capital Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative the Property Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Preferred Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative the Property Trustee or the Securities Registrar in accordance with such Person's its customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) . No service charge shall be made for any registration of transfer or exchange of Capital Preferred Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Preferred Securities Certificates.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor shall keep When Registered Securities of a Series are presented to the Registrar with a request to register their transfer or cause to be keptexchange them for an equal principal amount of Registered Securities of the same Series and date of maturity of other authorized denominations, at the office or ------------ agency maintained pursuant to SECTION 5.8, a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the "SECURITIES REGISTER") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR"), subject to such reasonable regulations as it may prescribe, shall provide for the registration of Capital Securities Certificates and Common Securities Certificates and registration of transfers and exchanges of Capital Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided herein. The Bank shall be the initial Securities Registrar. The Securities Registrar shall not be required to register the transfer or make the exchange if its customary requirements for such transactions are met. (b) If both Registered and Unregistered Securities are authorized for a Series of Securities and the terms of such Securities permit, (i) Unregistered Securities may be exchanged for an equal principal amount of Registered or Unregistered Securities of the same Series and date of maturity in any authorized denominations upon delivery to the Registrar (or a Paying Agent, if the exchange is for Unregistered Securities) of the Unregistered Security with all unmatured coupons and all matured coupons in default appertaining thereto and if all other requirements of the Registrar (or such Paying Agent) and such Securities for such exchange are met, and (ii) Registered Securities may be exchanged for an equal principal amount of Unregistered Securities of the same Series and date of maturity in any authorized denominations (except that any coupons appertaining to such Unregistered Securities which have matured and have been paid shall be detached) upon delivery to the Registrar of the Registered Securities and if all other requirements of the Registrar (or such Paying Agent) and such Securities for such exchange are met. Notwithstanding the foregoing, the exchange of Unregistered Securities for Registered Securities or Registered Securities for Unregistered Securities will be subject to the satisfaction of the provisions of United States law and regulations in effect at the time of such exchange, and no exchange of Registered Securities for Unregistered Securities will be made until the Company has notified the Trustee and the Registrar that, as a result of such exchange, the Company would not suffer adverse consequences under such law or regulations. (c) To permit registrations of transfers and exchanges, the Trustee shall authenticate Securities upon surrender of Securities for registration of transfer or for exchange as provided in this Section. The Company will not make any Capital charge for any registration of transfer or exchange but may require the payment by the party requesting such registration of transfer or exchange of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, but not for any exchange pursuant to Section 2.12, 3.06 or 9.05. (d) Neither the Company nor the Registrar shall be required (i) to issue, register the transfer of or exchange Securities (x) during a of any Series for the period beginning at the opening of business 15 days before immediately preceding the day selection of the mailing of a notice of redemption of Capital any such Securities to be redeemed and ending at the close of business on the day of such first publication of the relevant notice of redemption or, if there is no publication, the mailing of the relevant notice of redemption, or (yii) that have been selected to register the transfer of or exchange Securities of any Series selected, called or being called for redemption in as a whole or in part, except the unredeemed portion being redeemed of any Capital Security redeemed such Securities selected, called or being called for redemption in part. (be) Capital Unregistered Securities Certificate at or any coupons appertaining thereto shall be transferable by delivery. (f) Notwithstanding the office or agency maintained foregoing, any Global Security shall be exchangeable pursuant to SECTION 5.8 this Section 2.08 for Securities registered in the names of Persons other than the Depository for such Security or its nominee only if (i) such Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time such Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (ii) the Company executes and subject delivers to compliance the Trustee a Company Order that such Global Security shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of Default with SECTION 5.11respect to the Securities. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as such Depository shall direct. Notwithstanding any other provision in this Indenture, a Global Security may not be transferred except as a whole by the Depository with respect to such Global Security to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository. (g) If at any time the Depository for the Securities of a Series notifies the Company that it is unwilling or unable to continue as Depository for the Securities of such Series or if at any time the Depository for the Securities of such Series shall no longer be eligible under Section 2.03, the Administrative Trustees Company shall appoint a successor Depository with respect to the Securities of such Series. If a successor depository for the Securities of such Series is not appointed by the Company within 90 days after the Company receives such notice or any one becomes aware of them such ineligibility, the Company's election pursuant to Section 2.02(10) shall execute no longer be effective with respect to the Securities of such Series and the Company will execute, and the Trustee, upon receipt of the Company's Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such Series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the Securities of any Series issued in the name form of the designated transferee or transferees, one or more new Capital Global Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution shall no longer be represented by such Administrative Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of the Company's Order for the authentication and delivery of definitive Securities of such Series, will authenticate and deliver, Securities of such Series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Series in exchange for such Global Security or Securities. If (a) there shall have occurred and be continuing an Event of Default (as defined in Section 6.01) or an event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default with respect to a Series of Securities issued in the form of one or more Global Securities, or (b) if specified by the Company pursuant to Section 2.02 with respect to a Series of Securities, the Depository for such Series of Securities may surrender a Global Security for such Series of Securities in exchange in whole or in part for Securities of such Series in definitive form. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service closing charge: (i) to each person specified by such Depository a new Security or Trustees. Subject to SECTION 5.11, at the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class Series, of any authorized denomination as requested by such person in aggregate principal amount equal to and in exchange for such person's beneficial interest in the Global Security; and (ii) to such Depository a new Global Security 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. In any exchange provided for in any of the preceding three paragraphs, the Company will execute and the Trustee will authenticate and deliver Securities in definitive registered form in authorized denominations; Upon the exchange of a like aggregate Liquidation Amount upon surrender of the Capital Global Security for Securities Certificates to be exchanged at the office or agency maintained pursuant to SECTION 5.8. (c) Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with definitive form, such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities Global Security shall be canceled by the Property Trustee. Registered 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 Depository for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be keptkept at one of the offices or agencies to be maintained by the Company in accordance with the provisions of this Section 305 and Section 1102, at with respect to the office or ------------ agency maintained pursuant to SECTION 5.8Debt Securities of each series which are Registered Securities, a register for (herein sometimes referred to as the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the "SECURITIES REGISTER"“Security Register”) in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Registered Securities Certificates and Common of transfers of Registered Securities. Pursuant to Section 301, the Company shall appoint, with respect to Debt Securities Certificates of each series which are Registered Securities, a “Security Registrar” for the purpose of registering such Debt Securities and registration of transfers and exchanges of Capital such Debt Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided hereinherein provided. The Bank shall be the initial Securities Registrar. The Securities Registrar shall not be required to register the Upon surrender for registration of transfer or exchange of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion Registered Security of any Capital Security redeemed in part. (b) Capital Securities Certificate series at the office or agency of the Company maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11for such purpose, the Administrative Trustees or any one of them Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Capital Registered Securities Certificates in of the same series of any authorized denominations denomination or denominations, of a like tenor and terms and aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trusteesprincipal amount. Subject to SECTION 5.11, at At the option of a the Holder, Capital Registered Securities Certificates of any series may be exchanged for other Capital Registered Securities Certificates in authorized denominations of the same class series of any authorized form and denomination, of a like tenor and terms and aggregate Liquidation Amount principal amount, upon surrender of the Capital Registered Securities Certificates to be exchanged at such office or agency. Bearer Securities may not be delivered in exchange for Registered Securities. At the option of the Holder, Registered Securities or Bearer Securities of any series may be issued in exchange for Bearer Securities (except as otherwise specified as contemplated by Section 301 with respect to a Bearer Security in global form) of the same series, of any authorized denominations and of like tenor and terms and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1102, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency maintained located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor and terms after the close of business at such office or agency of (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date of payment, as the case may be. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities which the Holder making the exchange is entitled to receive. If at any time the Depositary for the Debt Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Debt Securities of such series or if at any time the Depositary for the Debt Securities of such series shall no longer be eligible under Section 303(h), the Company shall appoint a successor Depositary with respect to the Debt Securities of such series. If a successor Depositary for the Debt Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election pursuant to SECTION 5.8. (cSection 301(22) Every Capital shall no longer be effective with respect to the Debt Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee such series and the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities Registrar duly executed of such series, will authenticate and deliver, Debt Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the Debt Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. If specified by the Holder Company pursuant to Section 301 with respect to a series of Debt Securities, the Depositary for such series of Debt Securities may surrender a Global Security for such series of Debt Securities in exchange in whole or his attorney duly authorized in writingpart for Debt Securities of such series of like tenor and terms and in definitive form on such terms as are acceptable to the Company and such Depositary. Each Capital Securities Certificate surrendered for registration of transfer or exchange Thereupon, the Company shall be cancelled execute, and subsequently disposed of by an Administrative the Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission authenticate and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No deliver, without service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.charge,

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Corporation shall keep or cause to be kept, kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or ------------ in any other office or agency maintained pursuant of the Corporation in a Place of Payment being herein sometimes referred to SECTION 5.8, a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable ----------------- regulations as it may prescribe, the Corporation shall provide for the registration of Capital Securities Certificates and Common of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities Certificates and ------------------ transfers of Securities as herein provided. Upon surrender for registration of transfers transfer of any Security of a series at the office or agency of the Corporation in a Place of Payment for that series, the Corporation shall execute, and exchanges the Trustee shall authenticate and deliver, in the name of Capital the designated transferee or transferees, one or more new Securities Certificatesof the same series, subject of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to SECTION 5.10be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, SECTION 5.11 the Corporation shall execute, and as may otherwise be provided hereinthe Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Bank All Securities issued upon any registration of transfer or exchange of Securities shall be the initial legal, valid and binding obligations of the Corporation, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Registrarsurrendered upon such registration of transfer or exchange. The Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Corporation or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1106 not involving any transfer. If the Securities Registrar of any series (or of any series and specified tenor) are to be redeemed, the Corporation shall not be required (A) to issue, register the transfer of or exchange any Securities of any Capital Securities that series (xor of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital any such Securities selected for redemption and ending at the close of business on the day of such mailing mailing, or (yB) that have been to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Capital Security being redeemed in part. . The provisions of Clauses (b1), (2), (3) Capital Securities Certificate at the office or agency maintained pursuant and (4) below shall apply only to SECTION 5.8 and subject to compliance with SECTION 5.11, the Administrative Trustees or any one of them shall execute and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. Subject to SECTION 5.11, at the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates to be exchanged at the office or agency maintained pursuant to SECTION 5.8. (c) Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.Global Securities:

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the office or ------------ agency maintained pursuant to SECTION 5.8, Corporate Trust Office of the Trustee a register for the purpose each series of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the registers maintained in the Corporate Trust Office of the Trustee and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Registered Securities, of transfers of Registered Securities, for payment of Securities Certificates and Common for conversion. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Registered Securities Certificates and transfers of Registered Securities as herein provided. Upon surrender for registration of transfers transfer of any Registered Security of any series at the office or agency in a Place of Payment for that series, the Company shall execute, and exchanges the Trustee shall authenticate and deliver, in the name of Capital the designated transferee, one or more new Registered Securities Certificatesof the same series, of any authorized denominations and of a like aggregate principal amount and tenor. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denomination and of a like aggregate principal amount, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any series of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities. If (but only if) expressly permitted in or pursuant to the applicable Board Resolution and (subject to SECTION 5.10Section 303) set forth in the applicable Officers' Certificate, SECTION 5.11 or in any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and 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 the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If any beneficial owner of an interest in a permanent global Security is 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 and provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner's interest in 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 by the Depositary (or its custodian or agent) or the Common 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 from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption; provided, further, that no Bearer Security delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered 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 the opening of business at such office or agency on the related proposed date for payment of interest or Defaulted Interest, as the case may be, will not be provided hereinpayable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date 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. The Bank All Securities issued upon any registration of transfer or exchange of Securities shall be the initial valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer. The Securities Registrar Company shall not be required (i) to issue, to register the transfer of or to exchange Securities of any Capital Securities (x) series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of selection for redemption of Capital Securities of that series under Section 1103 or 1203 and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of such the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (yii) that have been to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except the unredeemed portion of any Capital Security being redeemed in part. , or (biii) Capital Securities Certificate at to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor; provided, however, that such Registered Security shall be simultaneously surrendered for redemption, or (iv) to issue, to register the office transfer of or agency maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11, the Administrative Trustees or exchange any one of them shall execute and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. Subject to SECTION 5.11, Security which has been surrendered for repayment at the option of a the Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations except the portion, if any, of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates such Security not to be exchanged at the office or agency maintained pursuant to SECTION 5.8so repaid. (c) Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be keptkept at one of the offices or agencies to be maintained by the Company in accordance with the provisions of this Section 305 and Section 1002, at with respect to the office or ------------ agency maintained pursuant to SECTION 5.8Debt Securities of each series which are Registered Securities, a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (herein sometimes referred to as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Registered Securities Certificates and Common of transfers of Registered Securities. Pursuant to Section 301, the Company shall appoint, with respect to Debt Securities Certificates of each series which are Registered Securities, a "Security Registrar" for the purpose of registering such Debt Securities and registration of transfers and exchanges of Capital such Debt Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided hereinherein provided. The Bank shall be the initial Securities Registrar. The Securities Registrar shall not be required to register the Upon surrender for registration of transfer or exchange of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion Registered Security of any Capital Security redeemed in part. (b) Capital Securities Certificate series at the office or agency of the Company maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11for such purpose, the Administrative Trustees or any one of them Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Capital Registered Securities Certificates in of the same series of any authorized denominations denomination or denominations, of a like tenor and terms and aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trusteesprincipal amount. Subject to SECTION 5.11, at At the option of a the Holder, Capital Registered Securities Certificates of any series may be exchanged for other Capital Registered Securities Certificates in authorized denominations of the same class series of any authorized form and denomination, of a like tenor and terms and aggregate Liquidation Amount principal amount, upon surrender of the Capital Registered Securities Certificates to be exchanged at such office or agency. Bearer Securities may not be delivered in exchange for Registered Securities. At the option of the Holder, Registered Securities or Bearer Securities of any series may be issued in exchange for Bearer Securities (except as otherwise specified as contemplated by Section 301 with respect to a Bearer Security in global form) of the same series, of any authorized denominations and of like tenor and terms and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency maintained pursuant to SECTION 5.8located outside the United States. (c) Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or ------------ agency of the Company maintained pursuant to SECTION 5.8, Section 1002 in a register for the purpose Place of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (Payment being herein sometimes collectively referred to as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Registered Securities Certificates and Common Securities Certificates and registration of transfers and exchanges of Capital Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided hereinRegistered Securities. The Bank shall be Trustee is hereby appointed "Security Registrar" for the initial purpose of registering Registered Securities Registrarand transfers of Registered Securities as herein provided. The Securities Registrar In the event that the Trustee shall not be required the Security Registrar, it shall have the right to register examine the Security Register at all reasonable times. In the event that the Trustee shall cease to be Security Registrar with respect to a series of Securities, it shall have the right to examine the Security Register for such series at all reasonable times. Upon surrender for registration of transfer or exchange of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion Registered Security of any Capital Security redeemed in part. (b) Capital Securities Certificate series at the office or agency maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11Section 1002 in a Place of Payment for that series, the Administrative Trustees or any one of them Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Capital Registered Securities Certificates in of the same series, of any authorized denominations and of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trusteesprincipal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions. Subject to SECTION 5.11, at At the option of a the Holder, Capital Registered Securities Certificates of any series (except a Book-Entry Security representing all or a portion of the Securities of such series) may be exchanged for other Capital Registered Securities Certificates in authorized denominations of the same class series, of any authorized denominations and of a like aggregate Liquidation Amount principal amount, upon surrender of the Capital Registered Securities Certificates to be exchanged at the such office or agency maintained pursuant to SECTION 5.8. (c) Every Capital agency. Registered Securities Certificate presented or may not be exchanged for Bearer Securities. Whenever any Registered Securities are so surrendered for registration exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. At the option of transfer the Holder, Bearer Securities of any series may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured Coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, such exchange shall may be effected if the Bearer Securities are accompanied by a written instrument of transfer payment in form satisfactory funds acceptable to an Administrative Trustee the Company and the Securities Registrar duly executed Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Holder Company and the Trustee if there be furnished to them such security or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar indemnity as they may require payment to save each of a sum sufficient to cover them and any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.Paying Agent

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Unit Agent shall keep or cause to be kept, at the office or ------------ agency maintained pursuant to SECTION 5.8, a register for the purpose of registering Corporate Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates Office registers (the registers maintained in such office being herein referred to as the "SECURITIES REGISTERUnit Registers") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Unit Agent shall provide for the registration of Capital Securities Unit Certificates evidencing the Normal Units and Common Securities the Stripped Units and of transfers of Unit Certificates evidencing the Normal Units and the Stripped Units (the Unit Agent, in such capacity, the "Unit Registrar"). Upon request from any Trustee or Administrator of the Trust, the Unit Agent shall furnish to such requesting party a copy of the Unit Register for the Unit Certificates evidencing the Normal Units as promptly as practicable. Upon surrender for registration of transfers and exchanges of Capital Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided herein. The Bank shall be the initial Securities Registrar. The Securities Registrar shall not be required to register the transfer or exchange of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion of any Capital Security redeemed in part. (b) Capital Securities Unit Certificate at the office or agency maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11Corporate Trust Office, the Administrative Trustees or any one of them Company shall execute and deliver to the Unit Agent, and the Unit Agent shall authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Unit Certificates in authorized denominations of evidencing a like aggregate Liquidation Amount dated number of Normal Units or Stripped Units, as the date of execution by such Administrative Trustee or Trusteescase may be. Subject to SECTION 5.11, at At the option of a the Holder, Capital Securities Unit Certificates may be exchanged for other Capital Securities Unit Certificates in authorized denominations of the same class and of evidencing a like aggregate Liquidation Amount number of Normal Units or Stripped Units, as the case may be, upon surrender of the Capital Securities Unit Certificates to be exchanged at the office Corporate Trust Office. Whenever any Unit Certificates are so surrendered for exchange, the Company shall execute and deliver to the Unit Agent, and the Unit Agent shall authenticate, execute on behalf of the Holder, and deliver the Unit Certificates which the Holder making the exchange is entitled to receive. All Unit Certificates issued upon any registration of transfer or agency maintained pursuant exchange of a Unit Certificate shall evidence the ownership of the same number of Normal Units or Stripped Units, as the case may be, and be entitled to SECTION 5.8. (c) the same benefits and subject to the same obligations, under the Principal Agreements as the Normal Units or Stripped Units, as the case may be, evidenced by the Unit Certificate surrendered upon such registration of transfer or exchange. Every Capital Securities Unit Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Unit Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee the Company and the Securities Registrar Unit Agent duly executed executed, by the Holder thereof or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange ex- change of Capital Securities Certificatesa Unit Certificate, but the Securities Registrar Company and the Unit Agent may require payment from the Holder of a sum sufficient to cover any tax or governmental other govern- mental charge that may be imposed in connection with any registration of transfer or exchange of Capital Unit Certificates (which, for these purposes, includes a Stripped Unit Creation or a transfer of Pledged Securities as contemplated by Section 504(a)), other than any exchanges pursuant to Sections 304, 306 and 805 not involving any transfer. Notwithstanding the foregoing, the Company shall not be obligated to execute and deliver to the Unit Agent, and the Unit Agent shall not be obligated to authenticate, execute on behalf of the Holder and deliver any Unit Certifi- cate in respect of a Unit Certificate presented or surrendered for registration of transfer or for exchange on or after the Stock Purchase Date or the Termination Date. In lieu of delivery of a new Unit Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Unit Agent shall (a) if the Stock Purchase Date has occurred, deliver the shares of Common Stock issuable in respect of the Purchase Contracts forming a part of the Units evidenced by such Unit Certificate, or (b) if a Termination Event shall have occurred on or prior to the Stock Purchase Date, transfer the liquidation or principal amount of the Pledged Securities evidenced thereby, in each case subject to the applicable conditions and in accordance with the applicable provisions of Article Five hereof. The provisions of Clauses (a), (b), (c) and (d) below shall apply only to Global Unit Certificates.:

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the Corporate Trust Office of the Trustee or in any office or ------------ agency maintained pursuant to SECTION 5.8, of the Company in a Place of Payment a register for the purpose each series of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the registers maintained in such office or in any such office or agency of the Company in a Place of Payment being herein sometimes referred to collectively as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Registered Securities Certificates and Common of transfers of Registered Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Trustee, at its Corporate Trust Office, is hereby initially appointed "Security Registrar" for the purpose of registering Registered Securities Certificates and transfers of Registered Securities on such Security Register as herein provided. In the event that the Trustee shall cease to be Security Registrar, it shall have the right to examine the Security Register at all reasonable times. Upon surrender for registration of transfers transfer of any Registered Security of any series at any office or agency of the Company in a Place of Payment for that series, the Company shall execute, and exchanges of Capital Securities Certificatesthe Trustee shall authenticate and deliver, subject to SECTION 5.10, SECTION 5.11 the terms and as may otherwise be provided herein. The Bank shall be the initial Securities Registrar. The Securities Registrar shall not be required to register the transfer or exchange conditions of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion of any Capital Security redeemed in part. (b) Capital Securities Certificate at the office or agency maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11, the Administrative Trustees or any one of them shall execute and deliverthis Article 3, in the name of the designated transferee or transferees, one or more new Capital Registered Securities Certificates in of the same series, of any authorized denominations and of a like aggregate Liquidation Amount dated principal amount, bearing a number not contemporaneously outstanding and containing identical terms and provisions. At the date option of execution the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denomination or denominations and of a like aggregate principal amount, containing identical terms and provisions, upon surrender of the Registered Securities to be exchanged at any such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any series of Securities as contemplated by such Administrative Trustee Section 301, Bearer Securities may not be issued in exchange for Registered Securities. If (but only if) permitted by the applicable Board Resolution and (subject to Section 303) set forth in the applicable Officers' Certificate, or Trustees. Subject to SECTION 5.11in any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of a the Holder, Capital Bearer Securities Certificates of any series may be exchanged for other Capital Registered Securities Certificates in authorized denominations of the same class series of any authorized denominations and of a like aggregate Liquidation Amount principal amount and tenor, upon surrender of the Capital Bearer Securities Certificates to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and 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 the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If any beneficial owner of an interest in a permanent global Security is 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 and provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner's interest in 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 by the Common 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 from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption; and provided further that no Bearer Security delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency maintained pursuant 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 Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to SECTION 5.8. (c) 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. All Securities issued upon any registration of transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Capital Securities Certificate Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee the Company and the Securities Registrar Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities CertificatesSecurities, but the Securities Registrar Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Capital Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security if such Security may be among those selected for redemption during a period beginning at the opening of business 15 days before selection of the Securities Certificates.to be redeemed under Section 1103 and ending at the close of business on (A) if such Securities are issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if such Securities are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if such Securities are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor, provided that such Registered Security shall be simultaneously surrendered for redemption, or

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the an office or ------------ agency to be maintained by the Company in accordance with Section 1002 a register (being the combined register of the Security Registrar and all transfer agents designated pursuant to SECTION 5.8, a register Section 1002 for the purpose of registering Trust registration of transfer of Securities Certificates and transfers and exchanges of Capital Securities Certificates (sometimes collectively referred to as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital each series of Registered Securities Certificates and Common Securities Certificates and the registration of transfers and exchanges of Capital Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided hereinsuch Registered Securities. The Bank Trustee shall be serve initially as "Security Registrar" for the initial purpose of registering Registered Securities Registrarand transfers of Registered Securities as herein provided. The Securities Registrar shall not be required to register the Upon surrender for registration of transfer or exchange of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion Registered Security of any Capital Security redeemed in part. (b) Capital Securities Certificate series at the office or agency of the Company maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11Section 1002 for such purpose in a Place of Payment for such series, the Administrative Trustees or any one of them Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Capital Registered Securities Certificates in of the same series of any authorized denominations and of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trusteesprincipal amount and tenor. Subject to SECTION 5.11, at At the option of a the Holder, Capital Registered Securities Certificates of any series may be exchanged for other Capital Registered Securities Certificates in authorized denominations of the same class series of any authorized denominations and of a like aggregate Liquidation Amount principal amount and tenor, upon surrender of the Capital Securities Certificates to be exchanged at any such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Unless otherwise provided with respect to any series of Securities, Bearer Securities may not be issued in exchange for Registered Securities. At the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security USA WASTE SERVICES, INC. SUBORDINATED INDENTURE - 24 - 32 of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and 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 the Registered Security issued in exchange for such Bearer Security but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, 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 interests 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 Common Depositary (which instructions shall be in writing but need not comply with Section 102 or be accompanied by an Opinion of Counsel) by the Common Depositary or such other depositary or Common 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 definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; 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; and provided, further, that no Bearer Security delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such permanent global Security shall be returned by the Trustee to the Common Depositary or such other depositary or Common Depositary referred to above in accordance with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of such permanent USA WASTE SERVICES, INC. SUBORDINATED INDENTURE - 25 - 33 global Security after the close of business at the office or agency maintained pursuant 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 Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to SECTION 5.8. (c) the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Capital Securities Certificate Registered Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee or any transfer agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee the Company and the Securities Security Registrar or any transfer agent duly executed executed, by the Holder thereof or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities CertificatesSecurities, but the Securities Registrar Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Capital Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange Securities Certificatesof any series during a period beginning at the opening of business 15 days before any selection of Securities of that series to be redeemed and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption, or if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption, in whole or in part, except the unredeemed portion of any Registered Security being redeemed in part, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor, provided, that such Registered Security shall be simultaneously surrendered for redemption. Notwithstanding the foregoing and except as otherwise specified or contemplated by Section 301, any Book-Entry Security shall be exchangeable pursuant to this Section 305 or Sections 304, 906 and 1107 for Securities registered in the name of, and a transfer of a Book-Entry Security of any series may be registered to, any Person other than the Depository for such Security or its nominee only if (i) such Depository notifies the Company that it is unwilling or unable to USA WASTE SERVICES, INC. SUBORDINATED INDENTURE - 26 - 34 continue as Depository for such Book-Entry Security or if at any time such Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, (ii) the Company executes and delivers to the Trustee a Company Order that such Book-Entry Security shall be so exchangeable and the transfer thereof so registrable or (iii) there shall have occurred and be continuing an Event of Default, with respect to the Securities of such series. Upon the occurrence in respect of any Book-Entry Security of any series of any one or more of the conditions specified in clause (i), (ii) or (iii) of the preceding sentence or such other conditions as may be specified, such Book-Entry Security may be exchanged for Securities registered in the names of, and the transfer of such Book-Entry Security may be registered to, such Persons (including Persons other than the Depository with respect to such series and its nominees) as such Depository shall direct. Notwithstanding any other provision of this Indenture, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Book-Entry Security shall also be a Book-Entry Security and shall bear the legend specified in Section 204 except for any Security authenticated and delivered in exchange for, or upon registration of transfer of, a Book-Entry Security pursuant to the preceding sentence.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the Corporate Trust Office or other designated office or ------------ agency maintained pursuant to SECTION 5.8, of the Trustee a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the register maintained in such office being herein sometimes collectively, referred to as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Securities Certificates and Common Securities Certificates and registration of transfers and exchanges of Capital Securities Certificates, subject entitled to SECTION 5.10, SECTION 5.11 and registration or transfer as may otherwise be provided herein. The Bank Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company and each Guarantor shall execute, and the Trustee shall authenticate and deliver, the Securities and Guarantees which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the initial valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Registrarsurrendered upon such registration of transfer or exchange. The Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. If the Securities Registrar of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of any Capital Securities that series (xor of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing mailing, or (yB) that have been to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Capital Security being redeemed in part. . The provisions of Clauses (b1), (2), (3) Capital Securities Certificate at the office or agency maintained pursuant and (4) below shall apply only to SECTION 5.8 and subject to compliance with SECTION 5.11, the Administrative Trustees or any one of them shall execute and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. Subject to SECTION 5.11, at the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates to be exchanged at the office or agency maintained pursuant to SECTION 5.8. (c) Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.Global Securities:

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the Corporate Trust Office of the Trustee or in any office or ------------ agency maintained pursuant to SECTION 5.8, of the Company in a Place of Payment a register for the purpose each series of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the registers maintained in such office or in any such office or agency of the Company in a Place of Payment being herein sometimes referred to collectively as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Registered Securities Certificates and Common of transfers of Registered Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Trustee, at its Institutional Trust Services Office, is hereby initially appointed "Security Registrar" for the purpose of registering Registered Securities Certificates and transfers of Registered Securities on such Security Register as herein provided. In the event that the Trustee shall cease to be Security Registrar, it shall have the right to examine the Security Register at all reasonable times. Upon surrender for registration of transfers transfer of any Registered Security of any series at any office or agency of the Company in a Place of Payment for that series, the Company shall execute, and exchanges of Capital Securities Certificatesthe Trustee shall authenticate and deliver, subject to SECTION 5.10, SECTION 5.11 the terms and as may otherwise be provided herein. The Bank shall be the initial Securities Registrar. The Securities Registrar shall not be required to register the transfer or exchange conditions of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion of any Capital Security redeemed in part. (b) Capital Securities Certificate at the office or agency maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11, the Administrative Trustees or any one of them shall execute and deliverthis Article Three, in the name of the designated transferee or transferees, one or more new Capital Registered Securities Certificates in of the same series, of any authorized denominations and of a like aggregate Liquidation Amount dated principal amount, bearing a number not contemporaneously outstanding and containing identical terms and provisions. At the date option of execution the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denomination or denominations and of a like aggregate principal amount, containing identical terms and provisions, upon surrender of the Registered Securities to be exchanged at any such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any series of Securities as contemplated by such Administrative Trustee Section 301, Bearer Securities may not be issued in exchange for Registered Securities. If (but only if) permitted by the applicable Board Resolution and (subject to Section 303) set forth in the applicable Officers' Certificate, or Trustees. Subject to SECTION 5.11in any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of a the Holder, Capital Bearer Securities Certificates of any series may be exchanged for other Capital Registered Securities Certificates in authorized denominations of the same class series of any authorized denominations and of a like aggregate Liquidation Amount principal amount and tenor, upon surrender of the Capital Bearer Securities Certificates to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and 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 the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If any beneficial owner of an interest in a permanent global Security is 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 and provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner's interest in 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 by the Common 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 from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption; and provided further that no Bearer Security delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency maintained pursuant 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 Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to SECTION 5.8. (c) 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. All Securities issued upon any registration of transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Capital Securities Certificate Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee the Company and the Securities Registrar Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities CertificatesSecurities, but the Securities Registrar Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Capital Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security if such Security may be among those selected for redemption during a period beginning at the opening of business 15 days before selection of the Securities Certificatesto be redeemed under Section 1103 or 1203 and ending at the close of business on (A) if such Securities are issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if such Securities are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if such Securities are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor, provided that such Registered Security shall be simultaneously surrendered for redemption, or (iv) to issue, register the transfer of or exchange any Security which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among depository participants or beneficial owners of interests in any global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, with respect to the Securities of each series, or any Tranche thereof, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or ------------ agency maintained pursuant of the Company in a Place of Payment being herein sometimes collectively referred to SECTION 5.8, a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Securities Certificates of such series or Tranche and Common Securities Certificates and the registration of transfers and exchanges of Capital Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided hereintransfer thereof. The Bank shall be Trustee is hereby appointed "Security Registrar" for the initial purpose of registering Securities and transfers of Securities as herein provided. If any indenture supplemental hereto refers to any transfer agents (in addition to the Security Registrar) initially designated by the Company with respect to any series of Securities, the Company may at any time rescind the designation of any such transfer agent or approve a change in the location through which such transfer agent acts, provided that the Company maintains a transfer agent in each Place of Payment for such series. The Company may at any time designate additional transfer agents with respect to the Securities Registrar shall not be required to register the transfer or exchange of any Capital Securities (x) during a period beginning at the opening series, or any Tranche thereof. Upon surrender for registration of business 15 days before the day transfer of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day any Security of such mailing series or (y) that have been selected for redemption in whole or in part, except the unredeemed portion of any Capital Security redeemed in part. (b) Capital Securities Certificate Tranche at the office or agency maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11of the Company in a Place of Payment for such series or Tranche, the Administrative Trustees or any one of them Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in of the same series and Tranche, of authorized denominations and of a like tenor and aggregate Liquidation Amount dated principal amount. Except as otherwise specified as contemplated by Section 301 with respect to the date Securities of execution by any series, or any Tranche thereof, any Security of such Administrative Trustee series or Trustees. Subject to SECTION 5.11, Tranche may be exchanged at the option of a the Holder, Capital for one or more new Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class series and Tranche, of authorized denominations and of a like tenor and aggregate Liquidation Amount principal amount, upon surrender of the Capital Securities Certificates to be exchanged at the any such office or agency maintained pursuant agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to SECTION 5.8. (c) receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Capital Securities Certificate Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company, the Trustee or the Security Registrar) be duly endorsed or shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative the Company, the Trustee and or the Securities Registrar Security Registrar, as the case may be, duly executed by the Holder thereof or his attorney duly authorized in writing. Each Capital Unless otherwise specified as contemplated by Section 301 with respect to Securities Certificate surrendered for registration of transfer any series, or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that any Tranche thereof, no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities CertificatesSecurities, but the Securities Registrar Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Capital Securities, other than exchanges pursuant to Section 304, 507 or 1306 not involving any transfer. Neither the Trustee nor the Company shall be required, pursuant to the provisions of this Section 305, (A) to issue, register the transfer of or exchange any Securities Certificatesof any series (or of any Tranche thereof) during a period beginning at the opening of business fifteen (15) days before the day of the mailing of a notice of redemption of any such Securities of such series or Tranche selected for redemption under Section 503 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption, in whole or in part, except, in the case of any Security to be redeemed in part, any portion not to be redeemed.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, at kept for the office or ------------ agency maintained pursuant to SECTION 5.8, Debt Securities of each series a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the register maintained in such office being herein sometimes referred to as the "SECURITIES REGISTERDebt Security Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Securities Certificates transfer and Common Securities Certificates and exchange of Debt Securities. The Depository Trust Company is hereby initially appointed "Debt Security Registrar" for such purposes. Upon surrender for registration of transfers transfer of any Debt Security of any particular series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and exchanges the Trustee for the Debt Securities of Capital each series shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Debt Securities Certificatesof any authorized denominations, subject and of a like Stated Maturity and of a like series and aggregate principal amount and with like terms and conditions. Except as set forth below, at the option of the Holder, Debt Securities of any particular series may be exchanged for other Debt Securities of any authorized denominations, and of a like Stated Maturity and of a like series and aggregate principal amount and with like terms and conditions, upon surrender of the Debt Securities to SECTION 5.10be exchanged at such office or agency. Whenever any Debt Securities are so surrendered for exchange, SECTION 5.11 the Company shall execute, and as may otherwise be provided hereinthe Trustee for such Debt Securities shall authenticate and deliver, the Debt Securities which the Holder making the exchange is entitled to receive. The Bank All Debt Securities issued upon any registration of transfer or exchange of Debt Securities shall be the initial valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Debt Securities Registrarsurrendered upon such registration of transfer or exchange. Every Debt Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee for such Debt Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Debt Security Registrar for such series duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Debt Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Debt Securities, other than exchanges pursuant to Section 304, 906, 1013 or 1107 not involving any transfer. The Securities Registrar Company shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any Capital Securities (x) series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Debt Securities of that series selected for redemption under Section 1104 and ending at the close of business on the day of such the mailing of the relevant notice of redemption, or (yii) that have been to register the transfer of or exchange any Debt Security so selected for redemption in as a whole or in part, except the unredeemed portion of any Capital Debt Security being redeemed in part. (b) Capital Securities Certificate at the office or agency maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11, the Administrative Trustees or any one of them shall execute and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. Subject to SECTION 5.11, at the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates to be exchanged at the office or agency maintained pursuant to SECTION 5.8. (c) Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the office or ------------ agency maintained pursuant to SECTION 5.8, Corporate Trust Office of the Trustee a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the "SECURITIES SECURITY REGISTER") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Securities Certificates and Common of transfers of Securities. The Trustee is hereby appointed "SECURITY REGISTRAR" of each series of Securities Certificates for the purpose of registering Securities and transfers of Securities as herein provided at the Corporate Trust Office. Upon surrender for registration of transfers transfer of any Security of any series at the office or agency of the Company in any Place of Payment for such series, the Company shall execute and exchanges the Trustee shall authenticate and deliver (in the name of Capital the designated transferee or transferees) one or more new Securities Certificatesof the same series, subject of any authorized denominations and of a like aggregate principal amount and tenor and bearing a number not contemporaneously outstanding. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to SECTION 5.10be exchanged at the office or agency of the Company in any Place of Payment for such series. Whenever any Securities are so surrendered for exchange, SECTION 5.11 the Company shall execute, and as may otherwise be provided hereinthe Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Bank All Securities issued upon any registration of transfer or exchange of Securities shall be the initial valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Securities Registrarsurrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 1007 or 1205 not involving any transfer. The Securities Registrar Company may but shall not be required (i) to issue, register the transfer of or exchange Securities of any Capital Securities (x) series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities of that series selected for redemption under Section 403 and ending at the close of business on the day of such mailing mailing, (ii) to register the transfer of or (y) that have been exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Capital Security being redeemed in part. part or (biii) Capital to register the transfer of or exchange any certificated Securities Certificate at during a period beginning five days before the office or agency maintained date of Maturity with respect to such Security and ending on such date of Maturity. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, no Global Security shall be exchangeable pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11, the Administrative Trustees or any one of them shall execute and deliver, this Section 305 for Securities registered in the name of, and no transfer of a Global Security of any series may be registered to, any Person other than the designated transferee Depositary for such Security or transfereesits nominee, unless (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or the Company determines that the Depositary is unable to continue as Depositary and the Company thereafter fails to appoint a successor Depositary, (ii) the Company provides for such exchange or registration of transfer pursuant to Section 301 of this Indenture, (iii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable and the transfer thereof so registrable, or (iv) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series which entitles the Holders of such Securities to accelerate the maturity thereof. Upon the occurrence in respect of any Global Security of any series of any one or more new Capital Securities Certificates of the conditions specified in authorized denominations clauses (i), (ii), (iii) or (iv) of a like aggregate Liquidation Amount dated the date of execution preceding sentence or such other conditions as may be specified as contemplated by Section 301 for such Administrative Trustee or Trustees. Subject to SECTION 5.11series, at the option of a Holder, Capital Securities Certificates such Global Security may be exchanged for Securities not bearing the legend specified in Section 203 and registered in the names of such Persons as may be specified by the Depositary (including Persons other Capital Securities Certificates in authorized denominations than the Depositary or its nominees). Notwithstanding any other provision of this Indenture, a Global Security may not be transferred except as a whole by the Depositary for such Global Security to a nominee of the same class and of Depositary or by a like aggregate Liquidation Amount upon surrender nominee of the Capital Securities Certificates Depositary to be exchanged at the office Depositary or agency maintained pursuant to SECTION 5.8another nominee of the Depositary. (c) Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, at the office or ------------ agency maintained pursuant to SECTION 5.8, kept a register for the purpose each series of registering Trust Registered Securities Certificates and transfers and exchanges of Capital Securities Certificates issued hereunder (hereinafter collectively referred to as the "SECURITIES REGISTER") in which the registrar designated by the Depositor (the "SECURITIES REGISTRARDebt Security Register"), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Registered Securities Certificates and Common the transfer of Registered Securities Certificates and as in this Article II provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfers transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and exchanges the Trustee shall authenticate and deliver in the name of Capital the transferee or transferees a new Registered Security or Registered Securities Certificatesof authorized denominations for a like aggregate principal amount. In no event may Registered Securities, subject to SECTION 5.10including Registered Securities received in exchange for Bearer Securities, SECTION 5.11 be exchanged for Bearer Securities. Unless and as may until otherwise be provided herein. The Bank determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the initial principal corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated "Registrar". Registered Securities Registrar. The Securities Registrar shall not be required to register the transfer or exchange of any Capital series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing same series of a notice of redemption of Capital other authorized denominations. Subject to Section 2.15, Registered Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion of any Capital Security redeemed in part. (b) Capital Securities Certificate to be exchanged shall be surrendered at the office or agency to be maintained pursuant to SECTION 5.8 by the Company as provided in Section 4.02, and subject to compliance with SECTION 5.11, the Administrative Trustees or any one of them Company shall execute and deliver, the Trustee shall authenticate and deliver in exchange therefor the name of Registered Security or Registered Securities which the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated Holder making the date of execution by such Administrative Trustee or Trusteesexchange shall be entitled to receive. Subject to SECTION 5.11, at At the option of the Holder of Bearer Securities of any series, except as otherwise specified as contemplated by Section 2.03(h) or 2.03(s) with respect to a HolderGlobal Security representing Bearer Securities, Capital Bearer Securities Certificates of such series may be exchanged for other Capital Registered Securities Certificates in authorized denominations (if the Debt Securities of such series are issuable as Registered Securities) or Bearer Securities of the same class series, of any authorized denomination or denominations, of like tenor and of a like aggregate Liquidation Amount principal amount, upon surrender of the Capital Bearer Securities Certificates to be exchanged at the office or agency of the Company maintained pursuant for such purpose, with all unmatured Coupons and all matured Coupons in Default thereto appertaining; provided, however, that delivery of a Bearer Security shall occur only outside the United States. If such Holder is unable to SECTION 5.8produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in Default, such exchange may be effected if such Holder's Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any paying agent harmless. If thereafter such Holder shall surrender to any paying agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 2.12, interest represented by Coupons shall be payable only upon presentation and surrender of those Cou pons at an office or agency located outside the United States. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, the exchange of Bearer Securities for Registered Securities will be subject to the provisions of United States income tax laws and regulations applicable to Debt Securities in effect at the time of such exchange. (cb) Every Capital All Registered Securities Certificate presented or surrendered for registration of transfer transfer, exchange or exchange payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer transfer, in form satisfactory to an Administrative the Company, the Trustee and the Securities Registrar Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. Each Capital All Debt Securities Certificate surrendered issued in exchange for registration or upon transfer of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Debt Securities shall be canceled by the Property Trustee. (d) valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer or exchange of Capital Debt Securities Certificates(except as provided by Section 2.09), but the Securities Registrar Company may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in connection with any relation thereto, other than those expressly provided in this Indenture to be made at the Company's own expense or without expense or without charge to the Holders. The Company shall not be required (i) to issue, register the transfer of or exchange any Debt Securities for a period of Capital 15 days next preceding any mailing of notice of redemption of Debt Securities Certificatesof such series or (ii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption; provided, however, that, if specified pursuant to Section 2.03, any Bearer Securities of any series that are exchangeable for Registered Securities and that are called for redemption pursuant to Section 3.02 may, to the extent permitted by applicable law, be exchanged for one or more Registered Securities of such series during the period preceding the redemption date therefor. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Guarantor, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Guarantor, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or ------------ agency maintained pursuant of the Company -26- in a Place of Payment being herein sometimes collectively referred to SECTION 5.8, a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Securities Certificates and Common of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities Certificates and transfers of Securities as herein provided. Notwithstanding anything herein to the contrary, there shall be only one Security Register with respect to each series of Securities. Upon surrender for registration of transfers transfer of any Security of any series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and exchanges the Trustee shall authenticate and deliver or make available for delivery, in the name of Capital the designated transferee or transferees, one or more new Securities Certificatesof the same series, subject of any authorized denominations and of a like aggregate principal amount and tenor. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to SECTION 5.10be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, SECTION 5.11 the Company shall execute, and as may otherwise be provided hereinthe Trustee shall authenticate and deliver or make available for delivery, the Securities which the Holder making the exchange is entitled to receive. The Bank All Securities issued upon any registration of transfer or exchange of Securities shall be the initial valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Registrarsurrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company, the Security Registrar or the Trustee) be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company, the Security Registrar and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. The Securities Registrar Company shall not be required (i) to issue, register the transfer of or exchange Securities of any Capital Securities (x) series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in partmailing, except the unredeemed portion of any Capital Security redeemed in part. (b) Capital Securities Certificate at the office or agency maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11, the Administrative Trustees or any one of them shall execute and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. Subject to SECTION 5.11, at the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates to be exchanged at the office or agency maintained pursuant to SECTION 5.8. (c) Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.or

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company ------------------------------------- shall keep or cause to be kept, at the office or ------------ agency maintained pursuant to SECTION 5.8, kept a register for the purpose each series of registering Trust Registered Securities Certificates and transfers and exchanges of Capital Securities Certificates issued hereunder (hereinafter collectively referred to as the "SECURITIES REGISTER") in which the registrar designated by the Depositor (the "SECURITIES REGISTRARDebt Security Register"), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Registered Securities Certificates and Common the transfer of Registered Securities Certificates and as provided in this Article II. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfers transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and, upon receipt of a Company Order requesting authentication and exchanges delivery, the Trustee shall authenticate and deliver in the name of Capital the transferee or transferees a new Registered Security or Registered Securities Certificatesof authorized denominations for a like aggregate principal amount. Except as otherwise specified pursuant to Section 2.03, subject to SECTION 5.10in no event may Registered Securities, SECTION 5.11 including Registered Securities received in exchange for Bearer Securities, be exchanged for Bearer Securities. Unless and as may until otherwise be provided herein. The Bank determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the initial corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated "Registrar". Registered Securities Registrar. The Securities Registrar shall not be required to register the transfer or exchange of any Capital series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing same series of a notice of redemption of Capital other authorized denominations. Subject to Section 2.15, Registered Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion of any Capital Security redeemed in part. (b) Capital Securities Certificate to be exchanged shall be surrendered at the office or agency to be maintained pursuant to SECTION 5.8 by the Company as provided in Section 4.02, and subject to compliance with SECTION 5.11the Company shall execute and, upon receipt of a Company Order requesting the authentication and delivery, the Administrative Trustees Trustee shall authenticate and deliver in exchange therefor the Registered Security or any one of them Registered Securities which the Holder making the exchange shall execute and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trusteesbe entitled to receive. Subject to SECTION 5.11, at At the option of the Holder of Bearer Securities of any series, except as otherwise specified as contemplated by Section 2.03(7) or 2.03(18) with respect to a HolderGlobal Security representing Bearer Securities, Capital Bearer Securities Certificates of such series may be exchanged for other Capital Registered Securities Certificates in authorized denominations (if the Debt Securities of such series are issuable as Registered Securities) or Bearer Securities of the same class series, of any authorized denomination or denominations, of like tenor and of a like aggregate Liquidation Amount principal amount, upon surrender of the Capital Bearer Securities Certificates to be exchanged at the office or agency of the Company maintained pursuant for such purpose, with all unmatured Coupons and all matured Coupons in Default thereto appertaining; provided, however, that delivery of a Bearer Security -------- ------- shall occur only outside the United States. If such Holder is unable to SECTION 5.8produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in Default, such exchange may be effected if such Holder's Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any paying agent harmless. If thereafter such Holder shall surrender to any paying agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section -------- ------- 2.12, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside the United States. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and, upon receipt of a Company Order requesting the authentication and delivery, the Trustee shall authenticate and deliver, the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, the exchange of Bearer Securities for Registered Securities will be subject to the provisions of United States income tax laws and regulations applicable to Debt Securities in effect at the time of such exchange. (cb) Every Capital All Registered Securities Certificate presented or surrendered for registration of transfer transfer, exchange or exchange payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer transfer, in form satisfactory to an Administrative the Company, the Trustee and the Securities Registrar Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. Each Capital All Debt Securities Certificate surrendered issued in exchange for registration or upon transfer of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Debt Securities shall be canceled by the Property Trustee. (d) valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer or exchange of Capital Debt Securities Certificates(except as provided by Section 2.09), but the Securities Registrar Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any relation thereto, other than those expressly provided in this Indenture to be made at the Company's own expense or without expense or without charge to the Holders. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of Capital 15 days next preceding the day of any mailing of notice of redemption of Debt Securities Certificatesof such series or (b) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption; provided, however, that, if specified pursuant -------- ------- to Section 2.03, any Bearer Securities of any series that are exchangeable for Registered Securities and that are called for redemption pursuant to Section 3.02 may, to the extent permitted by applicable law, be exchanged for one or more Registered Securities of such series during the period preceding the redemption date therefor. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. Title to any Bearer Security and any Coupons appertaining thereto shall pass by delivery. The Company, the Trustee, the paying agent and any agent of the Company or the Trustee may treat the bearer of any Bearer Security and the bearer of any Coupon as the absolute owner of such Bearer Security or Coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Bearer Security or Coupon be overdue, and none of the Company, the Trustee, the paying agent or any agent of the Company or the Trustee shall be affected by notice to the contrary.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, at the office or ------------ agency maintained pursuant to SECTION 5.8, kept a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Securities Certificates and Common of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times and during normal business hours, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities Certificates and transfers of Securities as herein provided. Subject to the provisions of this Section 3.5 and Section 3.6 hereof, upon surrender for registration of transfers and exchanges of Capital Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided herein. The Bank shall be the initial Securities Registrar. The Securities Registrar shall not be required to register the transfer or exchange of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion of any Capital Security redeemed in part. (b) Capital Securities Certificate at the office or agency maintained of the Company designated pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11Section 10.2 hereof, the Administrative Trustees or any one of them Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in of like tenor and of any authorized denominations denomination and of a like aggregate Liquidation Amount dated principal amount, each such Security having the date notation of execution Subsidiary Guarantees thereon. Furthermore, any Holder of a Global Security shall, by acceptance of such Administrative Trustee Global Security, be deemed to have agreed that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Depository (or Trusteesits agent), and that ownership of a beneficial interest in a Global Security shall be required to be reflected in a book entry. Subject to SECTION 5.11, at At the option of a any Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in of like tenor and of any authorized denominations of the same class denomination and of a like aggregate Liquidation Amount principal amount, upon surrender of the Capital Securities Certificates to be exchanged at the office or agency maintained of the Company designated pursuant to SECTION 5.8. (c) Section 10.2 hereof. Further, at the option of any Holder, Series C Securities may be exchanged, pursuant to the Exchange Offer and subject to the terms and conditions thereof, for Series D Securities of like aggregate principal amount, upon surrender of the Series C Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, the Subsidiary Guarantors shall execute notations of Subsidiary Guarantees on, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities and the Subsidiary Guarantees noted thereon issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and the respective Subsidiary Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Capital Securities Certificate Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer transfer, in form satisfactory to an Administrative Trustee the Company and the Securities Registrar Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until As a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any special condition to registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.Transfer Restricted Securities

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept for each series of Securities at one of the office offices or ------------ agency agencies maintained pursuant to SECTION 5.8, Section 1002 a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (each such register being referred to herein as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Registered Securities Certificates and Common Securities Certificates and the registration of transfers of Registered Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Registered Securities and transfers and exchanges of Capital Registered Securities Certificatesas herein provided; provided, subject that the Company may, from time to SECTION 5.10time, SECTION 5.11 designate (or change any designation of) any other Person or Persons to act as Security Registrar or co-Security Registrars with respect to the Securities of one or more series, with notice to the Trustee and as may otherwise be provided hereinin Section 106 to the Holders. The Bank At all reasonable times the Security Register shall be open for inspection by the initial Securities RegistrarCompany. The Securities Registrar In the event that the Trustee shall not be required the Security Registrar, it shall have the right to register examine the Security Register at all reasonable times. Upon surrender for registration of transfer or exchange of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion Registered Security of any Capital Security redeemed in part. (b) Capital Securities Certificate series at the office or agency of the Company maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11Section 1002 for such purpose in a Place of Payment for such series, the Administrative Trustees Company shall execute, and the Trustee or any one of them an Authenticating Agent shall execute authenticate and deliver, in the name of the designated transferee or transferees, one or more new Capital Registered Securities Certificates in of the same series and of like tenor of any authorized denominations and of a like aggregate Liquidation Amount dated principal amount and Stated Maturity. At the date option of execution by the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series of any authorized denominations and of a like aggregate principal amount and Stated Maturity, upon surrender of the Securities to be exchanged at any such Administrative office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee or Trusteesan Authenticating Agent shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Subject If specified as contemplated by Section 301 with respect to SECTION 5.11Securities of any series, at the option of a the Holder, Capital Bearer Securities Certificates of any series may be exchanged for other Capital Registered Securities Certificates in authorized denominations of the same class series and of like tenor, of any authorized denominations and of a like aggregate Liquidation Amount principal amount and Stated Maturity, upon surrender of the Capital Bearer Securities Certificates to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee or an Authenticating Agent if there is furnished to them such Security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and of like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and 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 the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee or an Authenticating Agent shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. Notwithstanding the foregoing, 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 interests 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 or Authenticating Agent definitive Securities in 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 by the U.S. Depositary or such other Depositary as shall be specified in the Company Order with respect thereto, to the Trustee or an Authenticating Agent, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee or Authenticating Agent shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; 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 to be redeemed and ending on the relevant Redemption Date; and provided further, that (unless otherwise specified as contemplated by Section 301) no Bearer Security delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency maintained pursuant 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 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 Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to SECTION 5.8. (c) 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. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Capital Securities Certificate Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar or any transfer agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee the Company and the Securities Security Registrar or any transfer agent duly executed executed, by the Holder thereof or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities CertificatesSecurities, but the Securities Registrar Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Capital Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. Except as otherwise specified as contemplated by Section 301, the Company shall not be required to (i) issue, register the transfer of or exchange Securities Certificatesof any series during a period beginning at the opening of business 15 days before any selection of Securities of that series to be redeemed and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption, or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (ii) register the transfer of or exchange any Registered Security so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part, (iii) exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of the same series and of like tenor, provided that such Registered Security shall be simultaneously surrendered for redemption or (iv) issue, register the transfer of or exchange any Security which, in accordance with its terms specified as contemplated by Section 301, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not repaid.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be keptkept at one of the offices or agencies to be maintained by the Company in accordance with the provisions of this Section 305 and Section 1002, at with respect to the office or ------------ agency maintained pursuant to SECTION 5.8Debt Securities of each series which are Registered Securities, a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (herein sometimes referred to as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Registered Securities Certificates and Common of transfers of Registered Securities. Pursuant to Section 301, the Company shall appoint, with respect to Debt Securities Certificates of each series which are Registered Securities, a "Security Registrar" for the purpose of registering such Debt Securities and registration of transfers and exchanges of Capital such Debt Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided hereinherein provided. The Bank shall be the initial Securities Registrar. The Securities Registrar shall not be required to register the Upon surrender for registration of transfer or exchange of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion Registered Security of any Capital Security redeemed in part. (b) Capital Securities Certificate series at the office or agency of the Company maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11for such purpose, the Administrative Trustees or any one of them Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Capital Registered Securities Certificates in of the same series of any authorized denominations denomination or denominations, of a like tenor and terms and aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trusteesprincipal amount. Subject to SECTION 5.11, at At the option of a the Holder, Capital Registered Securities Certificates of any series may be exchanged for other Capital Registered Securities Certificates in authorized denominations of the same class series of any authorized denomination or denominations, of like tenor and of a like terms and aggregate Liquidation Amount principal amount, upon surrender of the Capital Registered Securities Certificates to be exchanged at such office or agency. Bearer Securities may not be delivered in exchange for Registered Securities. At the option of the Holder, Registered Securities or Bearer Securities of any series may be issued in exchange for Bearer Securities (except as otherwise specified as contemplated by Section 301 with respect to a Bearer Security in global form) of the same series, of any authorized denominations and of like tenor and terms and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment, provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency maintained located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor and terms after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date of payment, as the case may be. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities which the Holder making the exchange is entitled to receive. If at any time the Depositary for the Debt Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Debt Securities of such series or if at any time the Depositary for the Debt Securities of such series shall no longer be eligible under Section 303(h), the Company shall appoint a successor Depositary with respect to the Debt Securities of such series. If a successor Depositary for the Debt Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to SECTION 5.8. (cSection 301(11) Every Capital shall no longer be effective with respect to the Debt Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee such series and the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities Registrar duly executed of such series, will authenticate and deliver, Debt Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the Debt Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. If specified by the Holder Company pursuant to Section 301 with respect to a series of Debt Securities, the Depositary for such series of Debt Securities may surrender a Global Security for such series of Debt Securities in exchange in whole or his attorney duly authorized in writingpart for Debt Securities of such series of like tenor and terms and in definitive form on such terms as are acceptable to the Company and such Depositary. Each Capital Securities Certificate surrendered for registration of transfer or exchange Thereupon, the Company shall be cancelled execute, and subsequently disposed of by an Administrative the Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission authenticate and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No deliver, without service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.charge,

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or ------------ agency maintained pursuant of the Company in a Place of Payment being herein sometimes collectively referred to SECTION 5.8, a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Securities Certificates and Common of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities Certificates and transfers of Securities as herein provided. Upon surrender for registration of transfers transfer of any Security of any series at the office or agency in a Place of Payment for Securities of that series, the Company shall execute, and exchanges the Trustee shall authenticate and deliver, in the name of Capital the designated transferee or transferees, one or more new Securities Certificatesof the same series, subject of any authorized denominations and of a like aggregate principal amount and tenor. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to SECTION 5.10be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, SECTION 5.11 the Company shall execute, and as may otherwise be provided hereinthe Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Bank shall be the initial All Securities Registrar. The Securities Registrar shall not be required to register the issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any Capital registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. Neither the Company nor the Trustee shall be required (i) to issue, register the transfer of or exchange Securities (x) of any series, if such Security may be among those selected for redemption, during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing mailing, or (yii) that have been to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Capital Security being redeemed in part. (b) Capital Securities Certificate at . Notwithstanding the office foregoing, no Book-Entry Security shall be registered for transfer or agency maintained exchange, or authenticated and delivered, whether pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11this Section, the Administrative Trustees Sections 304, 306, 906 or any one of them shall execute and deliver1107 or otherwise, in the name of a Person other than the designated transferee Depositary for such Book-Entry Security or transfereesits nominee until (i) the Depositary with respect to a Book-Entry Security notifies the Company that it is unwilling or unable to continue as Depositary for such Book-Entry Security or the Depositary ceases to be a clearing agency registered under the Exchange Act, (ii) the Company executes and delivers to the Trustee a Company Order that such Book-Entry Security shall be so transferable and exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series. Upon the occurrence in respect of any Book-Entry Security of any series of any one or more new Capital Securities Certificates of the conditions specified in authorized denominations clauses (i), (ii) or (iii) of a like aggregate Liquidation Amount dated the date of execution by preceding sentence or such Administrative Trustee or Trustees. Subject to SECTION 5.11, at the option of a Holder, Capital Securities Certificates other conditions as may be exchanged established as contemplated by Section 301 for other Capital Securities Certificates of such series, such Book-Entry Security may be registered for transfer or exchange for Securities registered in authorized denominations of the same class names of, or authenticated and of a like aggregate Liquidation Amount delivered to, such Persons as the Depositary with respect to such series shall direct. Except as provided in the preceding paragraph, any Security authenticated and delivered upon surrender of the Capital Securities Certificates to be exchanged at the office or agency maintained pursuant to SECTION 5.8. (c) Every Capital Securities Certificate presented or surrendered for registration of transfer of, or in exchange for, or in lieu of, any Book-Entry Security, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall also be a Book-Entry Security and bear the legend specified in Section 202. If the Securities are Book-Entry Securities, the Depositary or its nominee, as registered owner of a Book-Entry Security, shall be accompanied by the Holder of such Book-Entry Security for all purposes under the Indenture and each series of the Securities, and owners of beneficial interests in a written instrument Book-Entry Security shall hold such interests pursuant to the applicable procedures of transfer the Depositary. Accordingly, any such owner's beneficial interest in form satisfactory to an Administrative Trustee a Global Security will be shown only on, and the Securities Registrar duly executed transfer of such interest shall be effected only through, records maintained by the Holder Depositary or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trusteeits nominee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or ------------ agency maintained designated pursuant to SECTION 5.8, a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (Section 402 being herein sometimes referred to as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Securities Certificates and Common of transfers of Securities. The Trustee is hereby initially appointed "Security Registrar" for the purpose of registering Securities Certificates and transfers of Securities as herein provided. Upon any resignation or removal of the Security Registrar, the Company shall promptly appoint a successor with the approval of the Requisite Holders or, in the absence of such approval, assume the duties of Security Registrar until a successor shall have been approved, and notify the Holders of such action. If a Person other than the Trustee is appointed by the Company as Security Registrar, the Company will give the Trustee prompt written notice of the appointment of such Security Registrar and of the location, and any change in the location, of the Security Register, and the Trustee shall have the right to inspect the Security Register at all reasonable times and to obtain copies thereof and the Trustee shall have the right to rely upon a certificate executed on behalf of the Security Registrar by an authorized officer thereof as to the names, addresses, wiring instructions and taxpayer identification numbers of the Holders of the Securities and the principal amounts and numbers of such Securities. Upon surrender for registration of transfers and exchanges of Capital Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided herein. The Bank shall be the initial Securities Registrar. The Securities Registrar shall not be required to register the transfer or exchange of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion of any Capital Security redeemed in part. (b) Capital Securities Certificate at the office or agency maintained of the Company designated pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11Section 402 for such purpose, the Administrative Trustees or any one of them Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in of any authorized denominations denomination or denominations, of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trusteesprincipal amount. Subject to SECTION 5.11, at At the option of a the Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in of any authorized denominations of the same class and denomination or denominations, of a like aggregate Liquidation Amount principal amount, upon surrender of the Capital Securities Certificates to be exchanged at the such office or agency maintained pursuant agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to SECTION 5.8. (c) receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Capital Securities Certificate Security presented or surrendered for registration of transfer transfer, or for exchange or redemption shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee the Company and the Securities Registrar Security Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange or redemption of Capital Securities CertificatesSecurities, but the Securities Registrar Company may require payment of a sum sufficient to cover pay all documentary, stamp or similar issues or transfer any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Capital Securities, other than exchanges pursuant to Sections 806 or 908 not involving any transfer. The Company shall not be required (a) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business fifteen (15) days before the mailing of a notice of redemption of the Securities Certificatesselected for redemption under Section 904 and ending at the close of business on the day of such mailing, or (b) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of Securities being redeemed in part.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or ------------ agency maintained pursuant of the Company in a Place of Payment being herein sometimes collectively referred to SECTION 5.8, a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Securities Certificates and Common of transfers of Securities Certificates and shall otherwise comply with TIA ss. 312(a). The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. Notwithstanding anything herein to the contrary, there shall be only one Security Register with respect to each series of Securities. Upon surrender for registration of transfers transfer of any Security of any series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and exchanges the Trustee shall, upon receipt of Capital a Company Order, authenticate and deliver or make available for delivery, in the name of the designated transferee or transferees, one or more new Securities Certificatesof the same series, subject of any authorized denominations and of a like aggregate principal amount and tenor. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to SECTION 5.10be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, SECTION 5.11 the Company shall execute, and as may otherwise be provided hereinthe Trustee shall, upon receipt of a Company Order, authenticate and deliver or make available for delivery, the Securities that the Holder making the exchange is entitled to receive. The Bank All Securities issued upon any registration of transfer or exchange of Securities shall be the initial valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Registrarsurrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company, the Security Registrar or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company, the Security Registrar and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. The Securities Registrar Company shall not be required (i) to issue, register the transfer of or exchange Securities of any Capital Securities (x) series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing mailing, or (yii) that have been to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Capital Security being redeemed in part. (b) Capital Securities Certificate at . Notwithstanding the office or agency maintained foregoing, any Book-Entry Security shall be exchangeable pursuant to SECTION 5.8 this Section 305 for Securities registered in the names of Persons other than the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Book-Entry Security or if at any time such Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended and subject the Company does not appoint a successor Depositary within 90 days after receipt by it of such notice or after it becomes aware of such cessation, (ii) the Company executes and delivers to compliance the Trustee a Company Order that such Book-Entry Security shall be so exchangeable or (iii) there shall not have occurred and be continuing an Event of Default with SECTION 5.11respect to the Securities. Any Book-Entry Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as such Depositary shall direct. In connection with all transfers and exchanges of beneficial interests in Book-Entry Securities, the Administrative Trustees or any one transferor of them shall execute and deliver, in such beneficial interest must deliver to the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. Subject to SECTION 5.11, at the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates to be exchanged at the office or agency maintained pursuant to SECTION 5.8. (c) Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by Registrar a written instrument of transfer in form satisfactory order from a Holder given to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Book-Entry Security in an amount equal to the beneficial interest to be transferred or exchanged and instructions given in accordance with the Applicable Procedures containing information regarding the Holder account to be credited with such Person's customary practice; provided that no exchanges increase. Upon satisfaction of Private Capital Securities all of the requirements for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital beneficial interests in Book-Entry Securities Certificates, but contained in this Indenture and the Securities Registrar may require payment or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Book-Entry Security pursuant to Section 310 hereof. Notwithstanding any other provision in this Indenture, unless and until it is exchanged in whole or in part for Securities that are not in the form of a sum sufficient Book-Entry Security, a Book-Entry Security may not be transferred or exchanged except as a whole by the Depositary with respect to cover such Book-Entry Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary. None of the Company, the Trustee, any tax Paying Agent or governmental charge that may be imposed the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in connection with a Book-Entry Security or for maintaining, supervising or reviewing any transfer or exchange of Capital Securities Certificatesrecords relating to such beneficial ownership interests.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or ------------ agency to be maintained pursuant by the Company in accordance with Section 1002 being herein sometimes collectively referred to SECTION 5.8, a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Registered Securities Certificates and Common of transfers of Registered Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Registered Securities Certificates and transfers of Registered Securities as herein provided. Upon surrender for registration of transfers and exchanges of Capital Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided herein. The Bank shall be the initial Securities Registrar. The Securities Registrar shall not be required to register the transfer or exchange of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion Registered Security of any Capital Security redeemed in part. (b) Capital Securities Certificate series at the office or agency maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11Section 1002 for such purpose in a Place of Payment for that series, the Administrative Trustees or any one of them Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Capital Registered Securities Certificates in of the same series, of any authorized denominations and of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trusteesprincipal amount and tenor. Subject to SECTION 5.11, at At the option of a the Holder, Capital Registered Securities Certificates of any series may be exchanged for other Capital Registered Securities Certificates in authorized denominations of the same class series, of any authorized denominations and of a like aggregate Liquidation Amount principal amount and tenor, upon surrender of the Capital Securities Certificates to be exchanged at such office or agency. Bearer Securities may not be issued in exchange for Registered Securities. At the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company or jointly by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and 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 the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, 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 interests 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 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 by the Common 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 from time to time in part, for definitive Securities of the same series without charge and the Trustee shall authenticate and deliver, in exchange for each for each portion of such permanent global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; 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 to be redeemed and ending on the relevant Redemption Date; and provided, further, that no Bearer Security delivered in exchange for a portion of a permanent global Security (or, if specified as contemplated by Section 301, in exchange for Registered Securities) shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part and any endorsement thereon to reflect the amount represented by such exchange, such permanent global Security shall be returned by the Trustee to the Common Depositary or such other depositary or Common Depositary referred to above in accordance with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency maintained pursuant 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 Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to SECTION 5.8. (c) 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. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Capital Securities Certificate Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee or any transfer agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to an Administrative the Company, the Trustee and the Securities Security Registrar or any transfer agent duly executed executed, by the Holder thereof or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities CertificatesSecurities, but the Securities Registrar Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Capital Securities, other than exchanges pursuant to Sections 304, 906 or 1107 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange Securities Certificatesof any series during a period beginning at the opening of business 15 days before any selection of Securities of that series to be redeemed and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor, provided that such Registered Security shall be simultaneously surrendered for redemption. Notwithstanding anything in this Indenture or in the terms of a Security to the contrary, the exchange of Bearer Securities for Registered Securities will be subject to satisfaction of the provisions of the United States tax laws in effect at the time of the exchange. Neither the Company nor the Trustee nor any agent of the Company or the Trustee shall be required to exchange any Bearer Security for a Registered Security if (i) as a result thereof and in the Company's judgment, the Company would incur adverse consequences under then applicable United States Federal income tax laws and (ii) in the case of the Trustee or any agent of the Company or the Trustee, the Company shall have delivered to such Person an Officers' Certificate and an Opinion of Counsel as to the matters set forth in clause (i) above.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor shall keep or cause to transfer of any Registered Debt Securities will be keptregistrable at the Corporate Trust Office of the Trustee in The City of New York, at the main office or ------------ agency maintained pursuant to SECTION 5.8of the paying agent in Buenos Aires, a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the "SECURITIES REGISTER") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")Argentina and, subject to any fiscal or other laws and regulations applicable thereto, at the specified offices of any other Transfer Agent appointed by the Company for such purposes. Subject to any applicable laws and such reasonable regulations as it may prescribe, the Registrar shall provide keep the Debt Security Register for each series of Registered Debt Securities at its registered offices in Buenos Aires, Argentina, currently located at the address set forth in Section 12.4(b) hereof, for the registration of Capital ownership, exchange, and transfer of the Registered Debt Securities Certificates of such series. The Co-Registrar shall also maintain a record of all registrations of ownership, exchange and Common transfer of Registered Debt Securities Certificates of each series. The Co-Registrar shall give prompt notice to the Registrar and the Registrar shall likewise give prompt notice to the Co-Registrar of any registration of transfers ownership, exchange or transfer of Registered Debt Securities. Included in the books and exchanges records for the Registered Debt Securities shall be notations as to whether such Registered Debt Securities have been paid, exchanged or transferred and canceled or lost, stolen, mutilated or destroyed and whether such Registered Debt Securities have been replaced. In the case of Capital Securities Certificatesthe replacement of any of the Registered Debt Securities, subject to SECTION 5.10the Registrar and the Co-Registrar shall keep a record of the Registered Debt Security so replaced and the Registered Debt Security issued in replacement thereof. In the case of the cancellation of any of the Registered Debt Securities, SECTION 5.11 the Registrar and as may otherwise be provided hereinthe Co-Registrar shall keep a record of the Registered Debt Security so canceled and the date on which such Debt Security was canceled. The Bank costs and expenses of effecting any exchange or registration of transfer except for the expense of delivery by other than regular mail (if any) and (except for the payment of a sum sufficient to cover any tax or other governmental charges or insurance charges that may be imposed with respect thereto, which may be required by the Trustee) shall be borne by the initial Company. When Registered Debt Securities Registrar. The of any series are presented to the Registrar or the Co-Registrar with a request to register a transfer or to exchange them for an equal principal amount of Registered Debt Securities of the same series of other denominations, the Registrar shall not be required to register the transfer or make the exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Debt Securities of the same series, of any authorized denominations and of a like aggregate principal amount, at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange of any Capital Registered Debt Securities (xexcept as otherwise expressly permitted herein), but the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection with any such registration of transfer or exchange of Registered Debt Securities (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 3.6(a), 9.6 or 13.4 hereof) not involving a transfer. All Bearer Debt Securities of a series (other than Global Bearer Debt Securities) surrendered for exchange for other Debt Securities of such series shall have attached thereto all unmatured coupons appertaining thereto. Unless otherwise provided pursuant to Section 3.1, Bearer Debt Securities shall be dated the date of initial issuance of Debt Securities of such series. Each Debt Security authenticated and delivered upon any transfer or exchange for or in lieu of the whole or any part of any Debt Security shall carry all the rights, if any, to interest accrued and unpaid and to accrue which were carried by the whole or such part of such Debt Security. Each new Debt Security, if a Registered Debt Security, shall be so dated, and, if a Bearer Debt Security not in global form, shall have attached thereto such coupons, so that neither gain nor loss of interest shall result from such transfer or exchange. Bearer Debt Securities may not be issued in exchange for Registered Debt Securities. If (but only if) expressly permitted in or pursuant to the applicable Board Resolution (subject to Section 3.2), set forth in the applicable Officers’ Certificate, or in any indenture supplemental hereto, delivered as contemplated by Section 3.1, at the option of the Holder, Bearer Debt Securities of any series may be exchanged for Registered Debt Securities of the same series of any authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the Bearer Debt Securities to be exchanged at an office or agency located outside the United States specified in the applicable Board Resolution, Officers’ Certificate or indenture supplemental hereto, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Debt Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Debt Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Debt Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 4.2, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States specified in the applicable Board Resolution, Officers’ Certificate or indenture supplemental hereto. Notwithstanding the foregoing, in case a Bearer Debt Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Debt Security of the same series and like tenor after the close of business at such office or agency on any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, payment of interest on such Interest Payment Date will be subject to compliance with Section 3.7(g). Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities which the Holder making the exchange is entitled to receive. All Debt Securities issued upon any registration or transfer or exchange of Debt Securities shall be the valid obligations of the Company evidencing the same indebtedness, and entitled to the same benefits under this Indenture, as the Debt Securities surrendered upon such registration of transfer or exchange. In the event that the Company delivers to the Trustee a copy of an Officers’ Certificate certifying that a registration statement under the Securities Act with respect to a registered exchange offer has been declared effective by the Commission and that the Company has offered Registered Debt Securities to the Holders in accordance with any registered exchange offer, the Trustee shall exchange, subject to Section 3.6(b) and upon request of any Holder, such Holder’s Debt Securities for Registered Debt Securities upon the terms set forth in the registered exchange offer. The Company shall not be required: (i) to issue, register the transfer of or exchange any Debt Security during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Debt Securities selected for redemption under Section 13.4 and ending at the close of business on (A) if Debt Securities of the series are issuable only as Registered Debt Securities, the day of such the mailing of the relevant notice of redemption, (B) if Debt Securities of the series are issuable as Bearer Debt Securities, the day of the first publication of the relevant notice of redemption, or (yC) that have been if Debt Securities of the series are also issuable as Registered Debt Securities and there is no publication, the mailing of the relevant notice of redemption; or (ii) to register the transfer of or exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Capital Debt Security being redeemed in part; or (iii) to exchange any Bearer Debt Security so selected for redemption except that such a Bearer Debt Security may be exchanged for a Registered Debt Security of the same series and of like tenor and principal amount; provided that such Registered Debt Security shall be simultaneously surrendered for redemption, or to issue, register the transfer of or exchange any Debt Security which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Debt Security not to be so repaid. (b) Capital Securities Certificate at Notwithstanding any provision to the office contrary herein, so long as a Global Registered Debt Security remains outstanding and is held by or agency maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11on behalf of the Depositary, the Administrative Trustees or any one transfers of them shall execute and delivera Global Registered Debt Security, in whole or in part, or of any beneficial interest therein, shall only be made in accordance with Section 3.6(b) and this Section 3.9; provided, however, that beneficial interest in a Global Registered Debt Security may be transferred to persons who take delivery thereof in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations form of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. Subject to SECTION 5.11, at the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates beneficial interest in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of Global Registered Debt Security in accordance with the Capital Securities Certificates to be exchanged at transfer restrictions set forth in the office or agency maintained pursuant to SECTION 5.8restricted securities legend on such Debt Security. (ci) Every Capital Except for transfers or exchanges of Restricted Global Registered Debt Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Regulation S Global Registered Debt Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar made in accordance with any of clauses (ii), (iii) and (iv) of this Section 3.9(b), transfers of any such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities Global Registered Debt Security shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration limited to transfers of transfer or exchange of Capital Securities Certificatessuch Global Registered Debt Security in whole, but not in part, to nominees of the Securities Registrar may require payment Depositary or to a successor of a sum sufficient to cover any tax the Depositary or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificatessuch successor’s nominee.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the an office or ------------ agency to be maintained by the Company in accordance with Section 1002 a register (being the combined register of the Security Registrar and all transfer agents designated pursuant to SECTION 5.8, a register Section 1002 for the purpose of registering Trust registration of transfer of Securities Certificates and transfers and exchanges of Capital Securities Certificates (sometimes collectively referred to as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Registered Securities Certificates and Common Securities Certificates and the registration of transfers and exchanges of Capital Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided hereinRegistered Securities. The Bank shall be Trustee is hereby appointed "Security Registrar" for the initial purpose of registering Registered Securities Registrarand transfers of Registered Securities as herein provided. The Securities Registrar shall not be required to register the Upon surrender for registration of transfer or exchange of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion Registered Security of any Capital Security redeemed in part. (b) Capital Securities Certificate series at the office or agency of the Company maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11Section 1002 for such purpose in a Place of Payment for such series, the Administrative Trustees or any one of them Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Capital Registered Securities Certificates in of the same series of any authorized denominations and of a like aggregate Liquidation Amount dated principal amount and tenor. At the date option of execution by the Holder, Registered Securities of any series (except a Global Security representing all or a portion of the Securities of such Administrative series) may be exchanged for other Registered Securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Registered Securities to be exchanged at any such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee or Trusteesshall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. Subject Bearer Securities may not be issued in exchange for Registered Securities. The Company may establish pursuant to SECTION 5.11Section 301 that, at the option of a Holderthe Holder (subject to Section 303), Capital Bearer Securities Certificates of any series may be exchanged for other Capital Registered Securities Certificates in authorized denominations of the same class series of any authorized denominations and of a like aggregate Liquidation Amount principal amount and tenor, upon surrender of the Capital Bearer Securities Certificates to be exchanged at any such office or agency, with all unmatured Coupons and all matured Coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there is furnished to each of them such security or indemnity as each may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor after the close of Business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and 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 the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any definitive global Bearer Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interests in a definitive global Bearer Security are entitled to exchange such interests 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 in aggregate principal amount equal to the principal amount of such definitive global Bearer Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such definitive global Bearer Security shall be surrendered by the Common Depositary or such other depositary or Common 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 from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such definitive global Bearer Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such definitive global Bearer Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities or any combination thereof, as shall be specified by the beneficial owner thereof; 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 to be redeemed and ending on the relevant Redemption Date; and provided, further, that no Bearer Security delivered in exchange for a portion of a definitive global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered Security is issued in exchange for any portion of a definitive global Bearer Security after the close of business at the office or agency maintained pursuant 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 Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to SECTION 5.8. (c) the Person to whom interest in respect of such portion of such definitive global Bearer Security is payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Capital Securities Certificate Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee or any transfer agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee the Company and the Securities Security Registrar or any transfer agent duly executed executed, by the Holder thereof or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities CertificatesSecurities, but the Securities Registrar Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Capital Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange Securities Certificates.of any series during a period beginning at the opening of business 15 days before any selection of Securities of that series to be redeemed and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor; provided, that such Registered Security shall be simultaneously surrendered for redemption. If at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 303, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 301 shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security representing such series in exchange for such Global Security. If specified by the Company pursuant to Section 301 with respect to a series of Securities, the Company may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 301 with respect to a series of Securities, the Depositary for such series of Securities may surrender a Global Security for such series of Securities in exchange in whole or in part for Securities of such series in definitive form on such terms as are acceptable to the Company and such Depositary; provided, however, that no portion of a Global Security in registered form may be surrendered in exchange for Securities in bearer form. Thereupon, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without charge to the Holders,

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, at the office or ------------ agency maintained pursuant to SECTION 5.8, kept a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Securities Certificates and Common of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times and during normal business hours, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities Certificates and transfers of Securities as herein provided. Subject to the provisions of this Section 3.5 and Section 3.6 hereof, upon surrender for registration of transfers and exchanges of Capital Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided herein. The Bank shall be the initial Securities Registrar. The Securities Registrar shall not be required to register the transfer or exchange of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion of any Capital Security redeemed in part. (b) Capital Securities Certificate at the office or agency maintained of the Company designated pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11Section 10.2 hereof, the Administrative Trustees or any one of them Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in of like tenor and of any authorized denominations denomination and of a like aggregate Liquidation Amount dated principal amount, each such Security having the date notation of execution Subsidiary Guarantees thereon. Furthermore, any Holder of a Global Security shall, by acceptance of such Administrative Trustee Global Security, be deemed to have agreed that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Depository (or Trusteesits agent), and that ownership of a beneficial interest in a Global Security shall be required to be reflected in a book entry. Subject to SECTION 5.11, at At the option of a any Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in of like tenor and of any authorized denominations of the same class denomination and of a like aggregate Liquidation Amount principal amount, upon surrender of the Capital Securities Certificates to be exchanged at the office or agency maintained of the Company designated pursuant to SECTION 5.8. (c) Section 10.2 hereof. Further, at the option of any Holder Series A Securities may be exchanged, pursuant to an Exchange Offer and subject to the terms and conditions thereof, for Series B Securities of like aggregate principal amount, upon surrender of the Series A Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, the Subsidiary Guarantors shall execute notations of Subsidiary Guarantees on, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities and the Subsidiary Guarantees noted thereon issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and the respective Subsidiary Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Capital Securities Certificate Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer transfer, in form satisfactory to an Administrative Trustee the Company and the Securities Registrar Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until As a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.special condition to

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates.27 (a) The Depositor Company shall keep or cause to be kept, at the office or ------------ agency maintained pursuant to SECTION 5.8, kept a register for the purpose each series of registering Trust Registered Securities Certificates and transfers and exchanges of Capital Securities Certificates issued hereunder (hereinafter collectively referred to as the "SECURITIES REGISTER") in which the registrar designated by the Depositor (the "SECURITIES REGISTRARDebt Security Register"), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Registered Securities Certificates and Common the transfer of Registered Securities Certificates and as in this Article II provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfers transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and exchanges the Trustee shall authenticate and deliver in the name of Capital the transferee or transferees a new Registered Security or Registered Securities Certificatesof authorized denominations for a like aggregate principal amount. In no event may Registered Securities, subject to SECTION 5.10including Registered Securities received in exchange for Bearer Securities, SECTION 5.11 be exchanged for Bearer Securities. Unless and as may until otherwise be provided herein. The Bank determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the initial corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated "Registrar". Registered Securities Registrar. The Securities Registrar shall not be required to register the transfer or exchange of any Capital series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing same series of a notice of redemption of Capital other authorized denominations. Subject to Section 2.15, Registered Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion of any Capital Security redeemed in part. (b) Capital Securities Certificate to be exchanged shall be surrendered at the office or agency to be maintained pursuant to SECTION 5.8 by the Company as provided in Section 4.02, and subject to compliance with SECTION 5.11, the Administrative Trustees or any one of them Company shall execute and deliver, the Trustee shall authenticate and deliver in exchange therefor the name of 28 Registered Security or Registered Securities which the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated Holder making the date of execution by such Administrative Trustee or Trusteesexchange shall be entitled to receive. Subject to SECTION 5.11, at At the option of the Holder of Bearer Securities of any series, except as otherwise specified as contemplated by Section 2.03(h) or 2.03(s) with respect to a HolderGlobal Security representing Bearer Securities, Capital Bearer Securities Certificates of such series may be exchanged for other Capital Registered Securities Certificates in authorized denominations (if the Debt Securities of such series are issuable as Registered Securities) or Bearer Securities of the same class series, of any authorized denomination or denominations, of like tenor and of a like aggregate Liquidation Amount principal amount, upon surrender of the Capital Bearer Securities Certificates to be exchanged at the office or agency of the Company maintained pursuant for such purpose, with all unmatured Coupons and all matured Coupons in Default thereto appertaining; provided, however, that delivery of a Bearer Security shall occur only outside the United States. If such Holder is unable to SECTION 5.8produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in Default, such exchange may be effected if such Holder's Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any paying agent harmless. If thereafter such Holder shall surrender to any paying agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 2.12, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside the United States. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities that the Holder making the exchange is entitled to receive. 29 Notwithstanding the foregoing, the exchange of Bearer Securities for Registered Securities will be subject to the provisions of United States income tax laws and regulations applicable to Debt Securities in effect at the time of such exchange. (cb) Every Capital All Registered Securities Certificate presented or surrendered for registration of transfer transfer, exchange or exchange payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer transfer, in form satisfactory to an Administrative the Company, the Trustee and the Securities Registrar Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. Each Capital All Debt Securities Certificate surrendered issued in exchange for registration or upon transfer of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Debt Securities shall be canceled by the Property Trustee. (d) valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer or exchange of Capital Debt Securities Certificates(except as provided by Section 2.09), but the Securities Registrar Company may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in connection with any relation thereto, other than those expressly provided in this Indenture to be made at the Company's own expense or without expense or without charge to the Holders. The Company shall not be required (i) to issue, register the transfer of or exchange any Debt Securities for a period of Capital 15 days next preceding any mailing of notice of redemption of Debt Securities Certificatesof such series or (ii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption; provided, however, that, if specified pursuant to Section 2.03, any Bearer Securities of any series 30 that are exchangeable for Registered Securities and that are called for redemption pursuant to Section 3.02 may, to the extent permitted by applicable law, be exchanged for one or more Registered Securities of such series during the period preceding the redemption date therefor. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or ------------ agency maintained pursuant of the Company in a Place of Payment being herein sometimes collectively referred to SECTION 5.8, a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (as the "SECURITIES SECURITY REGISTER") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Securities Certificates of each series, or Tranche thereof, and Common Securities Certificates and of registration of transfers and exchanges of Capital Securities Certificatesof each series, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided hereinor Tranche thereof. The Bank shall be Trustee is hereby appointed "SECURITY REGISTRAR" for the initial purpose of registering Securities Registrarand transfers of Securities as herein provided. The Securities Registrar shall not be required to register the Upon surrender for registration of transfer or exchange of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion Security of any Capital Security redeemed in part. (b) Capital Securities Certificate series or any Tranche thereof, at the office or agency maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11of the Company in the Place of Payment for that series or Tranche thereof, the Administrative Trustees or any one of them Company shall execute execute, and deliverthe Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in of the same series and Tranche, of any authorized denominations and of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trusteesprincipal amount and Stated Maturity. Subject to SECTION 5.11, at At the option of a the Holder, Capital Securities Certificates of any series or any Tranche thereof, may be exchanged for other Capital Securities Certificates in authorized denominations of the same class series and Tranche, of any authorized denominations and of a like aggregate Liquidation Amount principal amount and Stated Maturity, upon surrender of the Capital Securities Certificates to be exchanged at the such office or agency maintained pursuant to SECTION 5.8. (c) Every Capital agency. Whenever any Securities Certificate presented or are so surrendered for registration of transfer or exchange exchange, the Company shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee execute, and the Trustee shall authenticate and make available for delivery, the Securities Registrar duly executed by which the Holder or his attorney duly authorized in writingmaking the exchange is entitled to receive. Each Capital Securities Certificate surrendered for registration The provisions of transfer or exchange Clauses (1), (2), (3) and (4) below shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient apply only to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.Global Securities:

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Agent shall keep or cause to be kept, at the office or ------------ agency maintained pursuant to SECTION 5.8, its Corporate Trust Office a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the register maintained in such office being herein referred to as the "SECURITIES REGISTERPurchase Contract Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Agent shall provide for the registration of Capital Securities Certificates Purchase Contracts and Common Securities Certificates and of transfers of Purchase Contracts (the Agent, in such capacity, the "Purchase Contract Registrar"). Upon surrender for registration of transfers and exchanges of Capital Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided herein. The Bank shall be the initial Securities Registrar. The Securities Registrar shall not be required to register the transfer or exchange of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Capital Securities and ending at the close of business on the day of such mailing or (y) that have been selected for redemption in whole or in part, except the unredeemed portion of any Capital Security redeemed in part. (b) Capital Securities Unit Certificate at the office or agency maintained pursuant Corporate Trust Offices of the Trustee and the Agent, MS plc (with respect to SECTION 5.8 the Debentures constituting a part of the Definitive Capital Units evidenced thereby) and subject the Corporation (with respect to compliance with SECTION 5.11, the Administrative Trustees or any one Purchase Contracts constituting a part of them the Definitive Capital Units evidenced thereby) shall execute and deliver to the Trustee and the Agent, and the Trustee and the Agent shall authenticate, countersign, execute on behalf of the designated transferee or transferees and deliver, as appropriate, in the name of the designated transferee or transferees, one or more new Capital Securities Unit Certificates in of any authorized denominations denominations, of like tenor, and evidencing a like aggregate Liquidation Amount dated the date number of execution by such Administrative Trustee or TrusteesDefinitive Capital Units. Subject to SECTION 5.11, at At the option of a Holderthe Holder or as otherwise set forth in Section 311, (a) Definitive Capital Securities Certificates Units may be transferred or exchanged for other Definitive Capital Securities Certificates in Units of any authorized denominations and for interests in Book-Entry Capital Units and (b) interests in Book-Entry Capital Units may be transferred or exchanged for Definitive Capital Units of any authorized denominations, in each case evidencing the same class and number of a like aggregate Liquidation Amount Capital Units transferred or exchanged, upon surrender of the Capital Securities Unit Certificates to be so transferred or exchanged at the office Corporate Trust Office of the Agent or agency maintained pursuant upon receipt by the Book-Entry Unit Depositary of written instructions from the Depositary. Whenever any Capital Unit Certificates are so surrendered for transfer or exchange or any request is so received in accordance with Section 1104 to SECTION 5.8. exchange Definitive Capital Units and Book-Entry Capital Units, MS plc (cwith respect to the Debentures constituting a part of the Definitive Capital Units evidenced thereby) and the Corporation (with respect to the Purchase Contracts constituting a part of the Definitive Capital Units evidenced thereby) shall execute and deliver to the Trustee and the Agent, and the Trustee and the Agent shall authenticate, countersign, execute on behalf of the Holder and deliver, as appropriate, the Capital Unit Certificates that the Holders making the exchange or the transferees are entitled to receive. Whenever Book-Entry Capital Units are exchanged for Definitive Capital Units or whenever Definitive Capital Units are exchanged for Book-Entry Capital Units, the Book-Entry Unit Depositary shall cause (i) Schedule A of the Global Debenture to be endorsed to reflect any increase or decrease, as the case may be, in the principal amount of Debentures that comprise Book-Entry Capital Units evidenced thereby as a result of such exchange, and (ii) Schedule I of the Global Purchase Contract to be endorsed to reflect any increase or decrease, as the case may be, in the number of Purchase Contracts that comprise Book-Entry Capital Units evidenced thereby as a result of such exchange, whereupon such number of Book-Entry Capital Units shall be decreased or increased for all purposes by the number so exchanged, as noted. All Capital Unit Certificates authenticated, countersigned and executed upon any registration of transfer or exchange of a Capital Unit Certificate shall evidence the ownership of the principal amount of the number of Debentures specified on the face thereof, the benefits of the Guarantee with respect to such Debentures and the rights and obligations of the Holder and the Corporation under the number of Purchase Contracts specified on the face thereof and shall be entitled to the same benefits, and be subject to the same obligations, under the Indenture and this Agreement as the Definitive Capital Units evidenced by the Capital Unit Certificate surrendered upon such registration of transfer or exchange. Every Capital Securities Unit Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by MS plc, the Corporation or the Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee MS plc, the Corporation and the Securities Registrar Agent, duly executed by the Holder thereof or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any transfer or exchange of a Capital Unit, but MS plc, the Corporation and the Agent may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Capital Securities Units, other than any exchanges pursuant to Section 306 not involving any transfer. Notwithstanding the foregoing, and subject to Section 2.8 of the Indenture, MS plc (with respect to the Debentures constituting a part of the Capital Units evidenced thereby) and the Corporation (with respect to the Purchase Contracts constituting a part of the Capital Units evidenced thereby) shall not be obligated to execute and deliver to the Trustee or the Agent, and neither the Trustee, under the terms of the Indenture, nor the Agent shall be obligated to authenticate, countersign and execute on behalf of the Holder any Capital Unit Certificate presented or surrendered for registration of transfer or for exchange of the Debentures and Purchase Contracts evidenced thereby or any Capital Unit Certificate to be issued in exchange for interests in Book-Entry Capital Units or to reflect any increase or decrease in a Global Debenture or Global Purchase Contract (i) during the period beginning any time on or after the opening of business 15 days before the day of mailing of a notice of redemption or acceleration of Purchase Contracts and ending at the close of business on the day of the giving of such notice, (ii) that evidences or would evidence Purchase Contracts selected or called for redemption or acceleration or (iii) at any given date, if such date is on or after any date that is after the Purchase Date or the date of redemption, as applicable, with respect to the Purchase Contracts evidenced or to be evidenced by such Capital Unit Certificate, except with respect to any Debentures that remain or will remain Outstanding following such Purchase Date or date of redemption. Section 306. Mutilated, Destroyed, Lost and Stolen Capital Unit Certificates. If any mutilated Capital Unit Certificate is surrendered to the Agent, but MS plc (with respect to the Securities Registrar Debentures constituting a part of the Capital Units evidenced thereby) and the Corporation (with respect to the Purchase Contracts constituting a part of the Capital Units evidenced thereby) shall execute and deliver to the Trustee and the Agent, and the Trustee and the Agent shall authenticate, countersign, execute on behalf of the Holder and deliver, as appropriate, in exchange therefor a new Capital Unit Certificate of like tenor, evidencing the same number of Capital Units and bearing a number not contemporaneously outstanding. If there shall be delivered to MS plc, the Corporation, the Trustee and the Agent (i) evidence to their satisfaction of the destruction, loss or theft of any Capital Unit Certificate and (ii) such security or indemnity as may be required by them to hold each of them and any agent of any of them harmless, then, in the absence of notice to MS plc, the Corporation, the Trustee or the Agent that such Capital Unit Certificate has been acquired by a bona fide purchaser, MS plc (with respect to the Debentures constituting a part of the Capital Units evidenced thereby) and the Corporation (with respect to the Purchase Contracts constituting a part of the Capital Units evidenced thereby) shall execute and deliver to the Trustee and the Agent, and the Trustee (in accordance with the provisions of the Indenture) and the Agent shall authenticate, countersign, execute on behalf of the Holder and deliver to the Holder, as appropriate, in lieu of any such destroyed, lost or stolen Capital Unit Certificate, a new Capital Unit Certificate of like tenor, evidencing the same number of Capital Units and bearing a number not contemporaneously outstanding. Notwithstanding the foregoing, MS plc (with respect to the Debentures constituting a part of the Capital Units evidenced thereby) and the Corporation (with respect to the Purchase Contracts constituting a part of the Capital Units evidenced thereby) shall not be obligated to execute and deliver to the Trustee or the Agent, and neither the Trustee, under the Indenture, nor the Agent shall be obligated to authenticate, countersign and execute on behalf of the Holder, or deliver to the Holder, a new Capital Unit Certificate (i) during the period beginning any time on or after the opening of business 15 days before the day of mailing of a notice of redemption or acceleration of the Purchase Contracts evidenced by such Capital Unit Certificate and ending at the close of business on the day of the giving of such notice, (ii) that evidences Purchase Contracts selected or called for redemption or acceleration or (iii) at any given date, if such date is on or after the Purchase Date or date of redemption, as applicable, with respect to the Purchase Contracts evidenced by such Capital Unit Certificate, except with respect to any Registered Definitive Debentures that remain or will remain Outstanding following such Purchase Date or date of redemption. In lieu of delivery of a new Capital Unit Certificate, upon satisfaction of the applicable conditions specified in clauses (i) and (ii) of the preceding paragraph, the Agent shall deliver or cause to be delivered on the applicable Purchase Date or redemption date (i) in respect of Purchase Contracts constituting a part of the Capital Units evidenced by such Capital Unit Certificate that are selected or called for redemption, the redemption price of such Purchase Contracts or (ii) in respect of Purchase Contracts constituting a part of the Capital Units evidenced by such Capital Unit Certificate with respect to which a Cash Settlement or Debenture Settlement has taken place, (x) the Depositary Shares issuable with respect to such Purchase Contracts (and, in the case of an effective Cash Settlement, the related Registered Definitive Debentures) or (y) if a Termination Event shall have occurred or a Purchase Contract Default has occurred by virtue of the Corporation's having failed to issue the Preferred Stock against tender by the Agent of payment for the Depositary Shares evidencing such Preferred Stock, the payment, if any, received by the Agent from the Holder in respect of the Purchase Price of such Purchase Contracts or in respect of principal with respect to the related Debentures received by the Agent, as the case may be, in each case as provided in Section 405, Section 903 and Article Ten, as applicable. Upon the issuance of any new Capital Unit Certificate under this Section, MS plc, the Corporation and the Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection relation thereto and any other expenses (including the fees and expenses of the Agent) connected therewith. Every new Capital Unit Certificate executed pursuant to this Section in lieu of any destroyed, lost or stolen Capital Unit Certificate shall constitute an original additional contractual obligation of MS plc (with respect to the Debentures constituting a part of the Capital Units evidenced thereby) and the Corporation (with respect to the Guarantee and the Purchase Contracts constituting a part of the Capital Units evidenced thereby) and of the Holder (with respect to the Purchase Contracts constituting a part of the Capital Units evidenced thereby), whether or not the destroyed, lost or stolen Capital Unit Certificate (and the Debentures, the Guarantee and the Purchase Contracts evidenced thereby) shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any transfer and all other Capital Unit Certificates delivered hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or exchange payment of mutilated, destroyed, lost or stolen Capital Securities Unit Certificates.

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or ------------ agency maintained pursuant of the Company in a Place of Payment being herein sometimes collectively referred to SECTION 5.8, a register for as the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the "SECURITIES REGISTER"“Security Register”) in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Securities Certificates and Common of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities Certificates and transfers of Securities as herein provided. If any indenture supplemental hereto refers to any transfer agents (in addition to the Security Registrar) initially designated by the Company with respect to any series of Securities, the Company may at any time rescind the designation of any such transfer agent or approve a change in the location through which any such transfer agent acts, provided that the Company maintains a transfer agent in each Place of Payment for such series. The Company may at any time designate additional transfer agents with respect to any series of Securities. Upon surrender for registration of transfers transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and exchanges the Trustee shall authenticate and deliver, in the name of Capital the designated transferee or transferees, one or more new Securities Certificatesof the same series, subject of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to SECTION 5.10be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, SECTION 5.11 the Company shall execute, and as may otherwise be provided hereinthe Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Bank shall be the initial All Securities Registrar. The Securities Registrar shall not be required to register the issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any Capital registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities. If the Securities of any series are to be redeemed in part, neither the Trustee nor the Company shall be required, pursuant to the provisions of this Section 305, (xA) to issue, register the transfer of or exchange any Securities of any series (or of any series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing giving of a notice of redemption of Capital any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing delivery, or (yB) that have been to register the transfer of or exchange any Security so selected for redemption redemption, in whole or in part, except except, in the unredeemed portion case of any Capital Security to be redeemed in part. (b) Capital Securities Certificate at the office or agency maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11, the Administrative Trustees or any one of them shall execute and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. Subject to SECTION 5.11, at the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates portion not to be exchanged at the office or agency maintained pursuant redeemed. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to SECTION 5.8. (c) Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Capital Securities Certificates.Global Securities:

Registration of Transfer and Exchange. of Capital Securities ----------------------------------------------------------- Certificates. (a) The Depositor Company shall keep or cause to be kept, kept at the an office or ------------ agency maintained pursuant to SECTION 5.8, of the Security Registrar in The City of New York a register for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the register maintained in such office or in any other office or agency of the Company in a Place of Payment being herein sometimes referred to as the "SECURITIES REGISTERSecurity Register") in which the registrar designated by the Depositor (the "SECURITIES REGISTRAR")which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital Securities Certificates and Common Securities Certificates and registration of transfers and exchanges of Capital Securities Certificates, subject to SECTION 5.10, SECTION 5.11 and as may otherwise be provided hereinSecurities. The Bank shall be Company shall, prior to the issuance of any Securities hereunder, appoint the Trustee as the initial "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided and its Corporate Trust Office which, at the date hereof, is located at 12 East 49th Street, 37th Floor, New York, New York, 10017, as the inixxxx xxxxxx xx xxxxxx xx Xxx Xxxx xx Xxx Xxxx xxxxx xxx Xxcurity Register will be maintained. The Company may at any time replace such Security Registrar, change such office or agency or act as its own Security Registrar. The Securities Registrar shall not be required Company will give prompt written notice to register the transfer or exchange Trustee of any Capital Securities (x) during a period beginning at the opening of business 15 days before the day change of the mailing Security Registrar or of a notice of redemption of Capital Securities and ending at the close of business on the day location of such mailing office or (y) that have been selected agency. At all reasonable times the Security Register shall be available for redemption in whole or in part, except inspection by the unredeemed portion Trustee. Upon surrender for registration of transfer of any Capital Security redeemed in part. (b) Capital Securities Certificate of any series at the office or agency of the Company maintained pursuant to SECTION 5.8 and subject to compliance with SECTION 5.11Section 1002 for such purpose, the Administrative Trustees or any one of them Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in of the same series, of any authorized denominations and of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trusteesprincipal amount and tenor. Subject to SECTION 5.11, at At the option of a the Holder, Capital Securities Certificates of any series (except a Global Security) may be exchanged for other Capital Securities Certificates in authorized denominations of the same class series, of any authorized denominations and of a like aggregate Liquidation Amount principal amount and tenor, upon surrender of the Capital Securities Certificates to be exchanged at the such office or agency maintained pursuant agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to SECTION 5.8. (c) receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Capital Securities Certificate Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee the Company and the Securities Security Registrar duly executed executed, by the Holder thereof or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person's customary practice; provided that no exchanges of Private Capital Securities for Exchange Capital Securities shall occur until a registration statement has been declared effective by the Commission and that any Private Capital Securities that are exchanged for Exchange Capital Securities shall be canceled by the Property Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Capital Securities CertificatesSecurities, but the Securities Registrar Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Capital Securities, other than exchanges pursuant to Section 304 or 1107 not involving any transfer. Neither the Trustee nor the Company shall be required (1) to issue, register the transfer of or exchange Securities Certificatesof any series (or of any series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (2) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. Notwithstanding any other provision in this Indenture and except as otherwise specified as contemplated by Section 301, no Global Security may be transferred to, or registered or exchanged for Securities registered in the name of, any Person other than the Depositary for such Global Security or any nominee thereof, and no such transfer may be registered, except as provided in this paragraph. Every Security authenticated and delivered upon registration or transfer of, or in exchange for or in lieu of, a Global Security shall be a Global Security, except as provided in this paragraph. If (1) (A) the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or ceases to be a clearing agency registered under the Exchange Act, and (B) a successor Depositary is not appointed by the Company within 90 days, (2) an Event of Default has occurred and is continuing with respect to the Securities of such series and the Security Registrar has received a request from the Depositary to issue certificated securities in lieu of all or a portion of the Global Securities of such series (in which case the Company shall deliver certificated securities within 30 days of such request) or (3) the Company determines in its sole discretion that Securities of a series issued in global form shall no longer be represented by a Global Security, then such Global Security may be exchanged by such Depositary for Definitive Securities of the same series, of any authorized denomination and of a like aggregate principal amount and tenor, registered in the names of, and the transfer of such Global Security or portion thereof may be registered to, such Persons as such Depositary shall direct.