TO

EXHIBIT 4.1

___________________________________________________________________________

STARWOOD LODGING TRUST AND
STARWOOD LODGING CORPORATION

_______________________________
TRUSTEE

____________________

INDENTURE

DEBT SECURITIES

DATED AS OF ____________, 199_

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2
STARWOOD LODGING TRUST AND STARWOOD LODGING CORPORATION

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
AND INDENTURE, DATED AS OF ______________, 199_

TRUST INDENTURE INDENTURE SECTION
ACT SECTION

Section 310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 608
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 608
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 608,610
Section 311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 609
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 609
(b)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(a), 703(b)
Section 312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 701, 702(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 702(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 702(c)
Section 313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(a), 703(b)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(b)
Section 314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 704, 1007, 1008
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Section 315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 602, 703(a)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(b)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(c)
(d)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(a), 601(c)
(d)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(c)
(d)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(c)
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 514
Section 316(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . 512
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . 502, 513
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 508
Section 317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 503
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 504
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1010
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104(c)
Section 318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107

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NOTE: THIS RECONCILIATION AND TIE SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE
A PART OF THIS INDENTURE.
3
TABLE OF CONTENTS*

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Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recitals of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE ONE
Definitions and Other Provisions
of General Application

SECTION 101. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 102. Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

SECTION 103. Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

SECTION 104. Acts of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

SECTION 105. Notices, Etc., to Trustee and Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

SECTION 106. Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

SECTION 107. Conflict with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

SECTION 108. Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

SECTION 109. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

SECTION 110. Separability Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

SECTION 111. Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

SECTION 112. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

SECTION 113. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

SECTION 114. No Recourse Against Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

SECTION 115. Judgment Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE TWO
Security Forms

SECTION 201. Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

SECTION 202. Form of Legend for Global Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

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* NOTE: THIS RECONCILIATION AND TIE SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO
BE A PART OF THIS INDENTURE.

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SECTION 203. Form of Trustee's Certificate of Authentication . . . . . . . . . . . . . . . . . . . . . . . 19

SECTION 204. Securities in Global Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

SECTION 205. CUSIP Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE THREE
The Securities

SECTION 301. Amount Unlimited; Issuable in Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

SECTION 302. Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

SECTION 303. Execution, Authentication, Delivery and Dating . . . . . . . . . . . . . . . . . . . . . . . 24

SECTION 304. Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

SECTION 305. Registration, Registration of Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . 28

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities . . . . . . . . . . . . . . . . . . . . . . 31

SECTION 307. Payment of Interest; Interest Rights Preserved . . . . . . . . . . . . . . . . . . . . . . . 32

SECTION 308. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

SECTION 309. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

SECTION 310. Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE FOUR
Satisfaction and Discharge

SECTION 401. Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

SECTION 402. Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

SECTION 403. Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

ARTICLE FIVE
Remedies

SECTION 501. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

SECTION 502. Acceleration of Maturity; Rescission and Annulment . . . . . . . . . . . . . . . . . . . . . 40

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SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee . . . . . . . . . . . . . . . 42

SECTION 504. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

SECTION 505. Trustee May Enforce Claims Without Possession of Securities . . . . . . . . . . . . . . . . . 44

SECTION 506. Application of Money Collected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

SECTION 507. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest . . . . . . . . . . 45

SECTION 509. Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

SECTION 510. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

SECTION 511. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

SECTION 512. Control by Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

SECTION 513. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

SECTION 514. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

ARTICLE SIX
The Trustee

SECTION 601. Certain Duties and Responsibilities of the Trustee . . . . . . . . . . . . . . . . . . . . . 48

SECTION 602. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

SECTION 603. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

SECTION 604. Not Responsible for Recitals or Issuance of Securities . . . . . . . . . . . . . . . . . . . 51

SECTION 605. May Hold Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

SECTION 606. Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

SECTION 607. Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

SECTION 608. Eligibility; Disqualification; Conflicting Interests . . . . . . . . . . . . . . . . . . . . 53

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SECTION 609. Preferential Collection of Claims Against Companies . . . . . . . . . . . . . . . . . . . . . 53

SECTION 610. Resignation and Removal; Appointment of Successor . . . . . . . . . . . . . . . . . . . . . . 53

SECTION 611. Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

SECTION 612. Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . . . . . . . 56

SECTION 613. Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

ARTICLE SEVEN
Holders' Lists And Reports By Trustee And Companies

SECTION 701. Companies to Furnish Trustee Names and Addresses of Holders . . . . . . . . . . . . . . . . . 58

SECTION 702. Preservation of Information; Communications to Holders . . . . . . . . . . . . . . . . . . . 58

SECTION 703. Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

SECTION 704. Reports by Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

ARTICLE EIGHT
Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 801. Companies May Consolidate, Etc. on Certain Terms . . . . . . . . . . . . . . . . . . . . . . 61

SECTION 802. Successor Substituted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

ARTICLE NINE
Supplemental Indentures

SECTION 901. Supplemental Indentures Without Consent of Holders . . . . . . . . . . . . . . . . . . . . . 62

SECTION 902. Supplemental Indentures with Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . 64

SECTION 903. Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

SECTION 904. Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

SECTION 905. Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

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SECTION 906. Reference in Securities to Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . 66

SECTION 907. Notice of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

ARTICLE TEN
Covenants

SECTION 1001. Payments of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

SECTION 1002. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

SECTION 1003. Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

SECTION 1004. Payment of Taxes and Other Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

SECTION 1005. Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

SECTION 1006. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

SECTION 1007. Compliance Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

SECTION 1008. Commission Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

SECTION 1009. Waiver of Stay, Extension or Usury Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

SECTION 1010. Money for Securities Payments to Be Held in Trust . . . . . . . . . . . . . . . . . . . . . . 72

SECTION 1011. Additional Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

ARTICLE ELEVEN
Redemption of Securities

SECTION 1101. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

SECTION 1102. Election to Redeem; Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

SECTION 1103. Selection by Trustee of Securities to Be Redeemed . . . . . . . . . . . . . . . . . . . . . . 75

SECTION 1104. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

SECTION 1105. Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

SECTION 1106. Securities Payable on Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

SECTION 1107. Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

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ARTICLE TWELVE
Sinking Funds

SECTION 1201. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79

SECTION 1202. Satisfaction of Sinking Fund Payments with Securities . . . . . . . . . . . . . . . . . . . . . 79

SECTION 1203. Redemption of Securities for Sinking Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . 79

ARTICLE THIRTEEN
Defeasance and Covenant Defeasance

SECTION 1301. Applicability of Article; Companies' Option to Effect Defeasance or Covenant Defeasance . . . . 80

SECTION 1302. Defeasance and Discharge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80

SECTION 1303. Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

SECTION 1304. Conditions to Defeasance or Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . 81

SECTION 1305. Deposited Money and Government Obligations To Be Held In Trust . . . . . . . . . . . . . . . . 84

SECTION 1306. Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

ARTICLE FOURTEEN
Subordination of Securities

SECTION 1401. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86

SECTION 1402. Securities Subordinate to Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . 86

SECTION 1403. Payment Over of Proceeds Upon Dissolution, Etc. . . . . . . . . . . . . . . . . . . . . . . . . 86

SECTION 1404. Prior Payment to Senior Indebtedness Upon Acceleration of Securities . . . . . . . . . . . . . 88

SECTION 1405. No Payment When Senior Indebtedness in Default . . . . . . . . . . . . . . . . . . . . . . . . 88

SECTION 1406. Payment Permitted if No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89

SECTION 1407. Subrogation to Rights of Holders of Senior Indebtedness . . . . . . . . . . . . . . . . . . . . 89

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SECTION 1408. Provisions Solely to Define Relative Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 90

SECTION 1409. Trustee to Effectuate Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

SECTION 1410. No Waiver of Subordination Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

SECTION 1411. Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91

SECTION 1412. Reliance on Judicial Order or Certificate of Liquidating Agent . . . . . . . . . . . . . . . . 92

SECTION 1413. Trustee Not Fiduciary for Holders of Senior Indebtedness . . . . . . . . . . . . . . . . . . . 92

SECTION 1414. Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee's Rights . . . . . 92

SECTION 1415. Article Applicable to Paying Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93

ARTICLE FIFTEEN
Guaranty

SECTION 1501. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93

SECTION 1502. Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93

SECTION 1503. Execution and Delivery of Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95

SECTION 1504. Guarantor May Consolidate, Etc., on Certain Terms . . . . . . . . . . . . . . . . . . . . . . . 96

SECTION 1505. Release of Guarantor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97

ARTICLE SIXTEEN
Meetings of Holders of Securities

SECTION 1601. Purpose for Which Meetings May be Called . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

SECTION 1602. Call, Notice and Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

SECTION 1603. Persons Entitled to Vote at Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

SECTION 1604. Quorum; Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99

SECTION 1605. Determination of Voting Rights; Conduct and Adjournment of Meetings . . . . . . . . . . . . . . 100

SECTION 1606. Counting Votes and Recording Action of Meetings . . . . . . . . . . . . . . . . . . . . . . . . 101

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ARTICLE SEVENTEEN

Miscellaneous

SECTION 1701. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102

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INDENTURE, dated as of ________________, 199_, among Starwood
Lodging Trust, a Maryland real estate investment trust (the "TRUST"), Starwood
Lodging Corporation, a Maryland corporation (the "CORPORATION" and, together
with the Trust, the "COMPANIES"), having their principal offices at 00000 Xxxx
Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 and 00000 Xxxx
Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, respectively, and
__________________________, a ____________________________, as Trustee (herein
called the "TRUSTEE").

RECITALS OF THE COMPANIES

Each of the Trust and the Corporation has duly authorized the
execution and delivery of this Indenture to provide for the issuance from time
to time of its unsecured debentures, notes or other evidences of indebtedness
(herein called the "SECURITIES"), to be issued in one or more series as in this
Indenture provided.

All things necessary to make the Securities, when executed by
the Companies and authenticated and delivered hereunder and duly issued by the
Companies, the valid obligations of the Companies and to make this Indenture a
valid agreement of the Companies, in accordance with their and its terms, have
been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 101. Definitions.

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

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

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

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

(4) the words "HEREIN," "HEREOF" and "HEREUNDER" and
other words of similar import refer to this Indenture as a whole and
not to any particular Article, Section or other subdivision.

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

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

"AUTHENTICATING AGENT" means any Person authorized by the
Trustee pursuant to Section 613 to act on behalf of the Trustee to authenticate
Securities.

"AUTHORIZED NEWSPAPER" means a newspaper, in an official
language of the place of publication or in the English language, customarily
published on each day that is a Business Day in the place of publication, and
of general circulation in each place in connection with which the term is used
or in the financial community of each such place. Where successive
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same
city meeting the foregoing requirements and in each case on any day that is a
Business Day in the place of publication.

"BANKRUPTCY LAW" means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors.

"BEARER SECURITY" means any Security in the form established
pursuant to Section 301 which is payable to bearer.

"BOARD OF DIRECTORS" means, with respect to the Trust, the
Board of Trustees of the Trust (or any committee of the Board of Trustees of
the Trust duly authorized to act on such matter), and with respect to the
Corporation, the Board of Directors of

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the Corporation (or any committee of the Board of Directors of the
Corporation duly authorized to act on such matter).

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

"BUSINESS DAY," when used with respect to any Place of
Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in that Place of Payment are authorized
or obligated by law (including any executive order) to close.

"CAPITAL STOCK" means, with respect to any Person, any and all
shares, interests, participations, warrants, rights, options or other
equivalents (however designated) of capital stock or any other equity interest
of such Person, including each class of common stock and preferred stock.

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

"COMMON DEPOSITARY" has the meaning specified in Section 304.

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

"COMPANY REQUEST" or "COMPANY ORDER" means a written request
or order signed in the name of one or both of the Companies by its Chairman of
the Board of Directors, its President or any Vice President, and by its
Treasurer, its Controller or its Secretary and delivered to the Trustee.

"CORPORATE TRUST OFFICE" means the office of the Trustee in
[city], [state] which shall be at ________________ or its office in the city in
which it has its principal place of business at which at any particular time
its corporate trust business shall be principally administered.

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

"COVENANT DEFEASANCE" has the meaning specified in Section
1303.

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"CUSTODIAN" means any receiver, custodian, trustee, assignee,
liquidator, sequestrator or similar official under any Bankruptcy Law.

"DEBT" means the principal of (and premium, if any) and
interest (including interest accruing subsequent to the commencement of any
proceeding for the bankruptcy or reorganization of the Company under any
applicable bankruptcy, insolvency or similar law now or hereafter in effect) on
(a) indebtedness of the Trust or the Corporation, as the case may be, whether
heretofore or hereafter incurred for money borrowed or represented by
purchase-money obligations, (b) indebtedness of the Trust or the Corporation,
as the case may be, evidenced by notes, debentures, or bonds, or other
securities issued under the provisions of an indenture, fiscal agency agreement
or other agreement, (c) obligations of the Trust or the Corporation, as the
case may be, as lessee under leases of property either made as part of any sale
and lease- back transaction to which the Trust or the Corporation, as the case
may be, is a party or otherwise, (d) indebtedness of partnerships and joint
ventures which is included in the Companies consolidated financial statements,
(e) indebtedness, obligations and liabilities of others in respect of which the
Trust or the Corporation, as the case may be, is liable contingently or
otherwise to pay or advance money or property or as guarantor, endorser or
otherwise or which the Trust or the Corporation, as the case may be, has agreed
to purchase or otherwise acquire, (f) any binding commitment of the Trust or
the Corporation, as the case may be, to fund any real estate investment or to
fund any investment in any entity making such real estate investment, (g)
amendments, modifications, renewals, extensions and deferrals of any such
indebtedness, and (h) any indebtedness issued in exchange for any such
indebtedness.

"DEFAULT" means any event which is, or after notice or passage
of time or both would be, an Event of Default.

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

"DEFEASANCE" has the meaning specified in Section 1302.

"DOLLARS" and "$" means lawful money of the United States of
America.

"EVENT OF DEFAULT" has the meaning specified in Section 501.

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

"GAAP" means such accounting principles as are generally
accepted in the United States of America on the date or time of any computation
required hereunder.

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"GLOBAL SECURITY" means a Security that evidences all or part
of the Securities of any series and is authenticated and delivered to, and
registered in the name of, the U.S. Depositary for such Securities or a nominee
thereof.

"GOVERNMENT OBLIGATIONS" means securities which are (i) direct
obligations of the United States of America or the government which issued the
foreign currency in which Securities of a particular series are payable, for
the payment of which its full faith and credit is pledged or (ii) obligations
of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America or such government which issued
the foreign currency in which the Securities of such series are payable, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation of the United States of America or such other government, which, in
either case, are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank or trust
company as custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of any such Government Obligation
held by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of the
Government Obligation evidenced by such depository receipt.

"HOLDER" or "SECURITYHOLDER", in the case of any Registered
Security, means a Person in whose name such Security is registered in the
Security Register and, in the case of any Bearer Security, means the bearer
thereof and, in the case of any Coupon, means the bearer thereof.

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

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

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

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"JUDGMENT CURRENCY" has the meaning specified in Section 115.

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

"NEW YORK BANKING DAY" has the meaning specified in Section
115.

"NYSE" means the New York Stock Exchange, Inc.

"OFFICER'S CERTIFICATE" means a certificate delivered to the
Trustee and signed by the Chairman of the Board of Directors, the President or
any Vice President and by the Treasurer, the Controller or the Secretary of a
Company.

"OPINION OF COUNSEL" means a written opinion of counsel, who
may be an employee of or counsel to a Company, and who shall be reasonably
satisfactory to the Trustee.

"ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502.

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

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

(ii) Securities, or portions thereof, for whose
payment or redemption (a) money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than
a Company) in trust or set aside and segregated in trust by a Company
(if a Company shall act as its own Paying Agent) for the Holders of
such Securities or (b) money or Government Obligations as contemplated
by Section 401 in the necessary amount have been theretofore deposited
with the Trustee, in trust for the Holders of such Securities;provided
that, if such Securities are to be redeemed, notice of such redemption
has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made;

(iii) Securities which have been paid pursuant to
Section 306 or in exchange for or in lieu of which other Securities
have been authenticated and delivered pursuant to this Indenture,
other than any such Securities in respect of

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which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide
purchaser in whose hands such Securities are valid obligations of the
Companies; and

(iv) Securities which have been defeased pursuant
to Section 1302;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or whether a
quorum is present at a meeting of Holders of Securities, (a) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be that portion of the principal amount
thereof that could be declared to be due and payable upon the occurrence of an
Event of Default and the continuation thereof pursuant to the terms of such
Original Issue Discount Security as of the date of such determination, (b) the
principal amount of a Security denominated in a foreign currency that shall be
deemed to be Outstanding shall be the United States dollar equivalent,
determined on the issue date for such Security, of the principal amount (or in
the case of an Original Issue Discount Security, the United States dollar
equivalent on the issue date of such Security of the amount determined as
provided in (a) above), (c) the principal amount of an indexed Security that
shall be deemed to be Outstanding shall be the principal face amount of such
indexed Security at original issuance, unless otherwise provided with respect
to such indexed Security pursuant to this Indenture, and (d) Securities owned
by a Company or any other obligor upon the Securities or any Affiliate of a
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction
of the Trustee the pledgee's right so to act with respect to such Securities
and that the pledgee is not a Company or any other obligor upon the Securities
or any Affiliate of a Company or of such other obligor.

"PAYING AGENT" means any Person authorized by the Companies to
pay the principal of (and premium, if any) or interest on any Securities or any
Coupon on behalf of the Companies. A Company may act as Paying Agent with
respect to any of its Securities issued hereunder.

"PERSON" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated

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organization or government or any agency or political subdivision thereof.

"PLACE OF PAYMENT," when used with respect to the Securities
of any series, means the place or places where the principal of (and premium,
if any) and interest on the Securities of that series are payable as designated
in or pursuant to Section 301.

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

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

"REDEMPTION PRICE," when used with respect to any Security of
any series to be redeemed, means the price at which it is to be redeemed
pursuant to this Indenture.

"REGISTERED SECURITY" means any Security issued hereunder
and registered in the Security Register.

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

"REQUIRED CURRENCY" has the meaning specified in Section 115.

"RESPONSIBLE OFFICER," when used with respect to the Trustee,
means the chairman or any vice-chairman of the board of directors, the chairman
or any vice-chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any vice president, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any senior trust officer or assistant trust
officer, the controller or any assistant controller or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

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

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

"SENIOR INDEBTEDNESS" with respect to the Trust or the
Corporation, means Debt of such Company other than and (i) any Debt as to
which, in the instrument creating or evidencing such Debt or pursuant to which
such Debt is outstanding, it is expressly provided that such Debt is not
superior in right of payment to Subordinated Indebtedness or ranks pari passu
with Subordinated Indebtedness of such Company; and (2) any Debt of such
Company that is Subordinated Indebtedness.

"SIGNIFICANT SUBSIDIARY" means any Subsidiary which is a
"significant subsidiary" of the Trust or the Corporation, as the case may be,
within the meaning of Rule 1.02(v) of Regulation S-X promulgated by the
Commission as in effect as of the date of this Indenture.

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

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

"SUBORDINATED INDEBTEDNESS" with respect to the Trust or the
Corporation, means any Debt of such Company as to which, in the instrument
evidencing such Debt, or pursuant to which such Debt was issued, it is
expressly provided that such Debt is subordinated in right of payment to Senior
Indebtedness or other Debt of such Company.

"SUBSIDIARY" means, with respect to any Person, (i) any
corporation of which at least a majority in interest of the outstanding Capital
Stock having by the terms thereof voting power under ordinary circumstances to
elect directors of such corporation, irrespective of whether or not at the time
stock of any other class or classes of such corporation shall have or might
have voting power by reason of the happening of any contingency, is at the
time, directly or indirectly, owned or controlled by such Person, or by one or
more other corporations a majority in interest of such stock of which is
similarly owned or controlled or by such Person and one or more other
corporations a majority in interest of such stock of which is similarly owned
or controlled, or (ii) any other Person (other than a corporation) in which
such Person, directly or indirectly, at the date of determination thereof, has
at least a majority equity ownership interest.

"TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee

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

"TRUST INDENTURE ACT" means the Trust Indenture Act of 1939,
as amended, as in force at the date as of which this instrument was executed,
except as provided in Section 905.

"U.S. DEPOSITARY" means, with respect to the Securities of any
series issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as U.S. Depositary by the Company pursuant to
Section 301, which must be a clearing agency registered under the Exchange Act,
until a successor U.S. Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "U.S. Depositary" shall
mean or include each Person who is then a U.S. Depositary hereunder, and if at
any time there is more than one such Person, "U.S. Depositary" shall mean the
U.S. Depositary with respect to the Securities of that series.

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

SECTION 102. Compliance Certificates and Opinions.

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

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

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

b. a brief statement as to the nature and scope
of the examination or investigation upon which the

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statements or opinions contained in such certificate or
opinion are based;

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

d. a statement as to whether or not, in the
opinion of each such individual, such condition or covenant
has been complied with.

SECTION 103. Form of Documents Delivered to Trustee.

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

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

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

SECTION 104. Acts of Holders.

(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing. If , but only if, Securities of a series are issuable as
Bearer Securities, any request, demand, authorization, direction,

-11-

notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders of Securities of such series may, alternatively, be
embodied in and evidenced by the record of Holders of Securities of such series
voting in favor thereof, either in person or by proxies duly appointed in
writing, at any meeting of Holders of Securities of such series duly called and
held in accordance with the provisions of Article Sixteen, or a combination of
such instruments and any such record. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments or record or both are received by the Trustee and, where it is
hereby expressly required, by the Companies. Such instrument or instruments
and any such record (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the "ACT" of the Holders signing such
instrument or instruments or so voting at any such meeting. Proof of execution
of any such instrument or of a writing appointing any such agent, or of the
holding by any Person of a Security, shall be sufficient for any purpose of
this Indenture and (subject to Section 601) conclusive in favor of the Trustee
and the Companies, if made in the manner provided in this Section. The record
of any meeting of Holders of Securities shall be proved in the manner provided
in Section 1606.

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

(d) The ownership, principal amount and serial number of Bearer
Securities held by any person may be proved by the production of such Bearer
Securities or by a certificate executed, as depositary, by any trust company,
bank, banker or other depositary reasonably acceptable to the Companies,
wherever situated, if such certificate shall be deemed by the Trustee to be
satisfactory, showing that at the date therein mentioned such Person had on
deposit with such depositary, or exhibited to it, the Bearer Securities therein
described; or such facts may be proved by the certificate or affidavit of the
Person holding such Bearer Securities, if such certificate or affidavit is
deemed by the Trustee to be satisfactory. The Trustee and the Companies may
assume that such ownership of any Bearer Security continues until (1) another
certificate or affidavit bearing a later date

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issued in respect of the same Bearer Security is produced, or (2) such Bearer
Security is produced to the Trustee by some other Person, or (3) such Bearer
Security is surrendered in exchange for a Registered Security, or (4) such
Bearer Security is no longer Outstanding. The ownership of Bearer Securities
held by the Person so executing such instrument or writing and the date of the
commencement and the date of the termination of holding the same may also be
proved in any other manner which the Trustee deems sufficient.

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

(f) The Companies may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining
the Holders entitled to give or take any request, demand, authorization,
direction, notice, consent, waiver or other Act, or to vote on any action,
authorized or permitted to be given to taken by Holders. If not set by the
Companies prior to the first solicitation of a Holder made by any person in
respect of any such action, or, in the case of any such vote, prior to such
vote, the record date for any such action or vote shall be the 30th day (or, if
later, the date of the most recent list of Holders required to be provided
pursuant to Section 701) prior to such first solicitation or vote, as the case
may be. With regard to any record date, only the Holders on such date (or
their duly designated proxies) shall be entitled to give or take, or vote on,
the relevant action. Notwithstanding the foregoing, the Companies shall not
set a record date for, and the provisions of this paragraph shall not apply
with respect to, any Act by the Holders pursuant to Sections 501, 502, or 512.

(g) Without limiting the foregoing, a Holder entitled hereunder to
give or take any action hereunder with regard to any particular Security may do
so with regard to all or any part of the principal amount of such Security of
by one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or on any different part of such principal
amount.

SECTION 105. Notices, Etc., to Trustee and Companies.

Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,

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a. the Trustee by any Holder or by a Company shall be
sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee at its Corporate Trust Office,
Attention: Corporate Trust Trustee Administration, or

b. a Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage
prepaid, to such Company addressed to it at the address of its
principal office specified in the first paragraph of this Indenture:
attention of the Treasurer, or at any other address previously
furnished in writing to the Trustee by such Company.

SECTION 106. Notice to Holders; Waiver.

Where this Indenture or any Security provides for notice to
Holders of any event,

(1) such notice shall be deemed sufficiently given (unless otherwise
herein or in such Security expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder of a Registered Security affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice; and

(2) such notice shall be sufficiently given to Holders of Bearer
Securities, if any, if published in an Authorized Newspaper in The City of New
York and, if such Securities are then listed on any stock exchange outside the
United States, in an Authorized Newspaper in such city as the Company shall
advise the Trustee that such stock exchange so requires, on a Business Day at
least twice, the first such publication to be not earlier than the earliest
date (if any) and not later than the latest date (if any) prescribed for the
giving of such notice.

In any case where notice to Holders of Registered Securities
is given by mail, neither the failure to mail such notice, nor any defect in
any notice so mailed, to any particular Holder of a Registered Security shall
affect the sufficiency of such notice with respect to other Holders of
Registered Securities, the sufficiency of any notice to Holders of Bearer
Securities given as provided herein or the validity of the proceedings to which
such notice relates. Where this Indenture or any Security provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed
with the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.

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

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

SECTION 107. Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with
another provision hereof that is required to be included or deemed included in
this Indenture by any of the provisions of the Trust Indenture Act, such
required provision shall control. If any provision of this Indenture modifies
or excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

SECTION 108. Effect of Headings and Table of Contents.

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

SECTION 109. Successors and Assigns.

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

SECTION 110. Separability Clause.

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

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SECTION 111. Benefits of Indenture.

Nothing in this Indenture, the Securities or any Coupon,
express or implied, shall give to any Person, other than the parties hereto and
holders of Senior Indebtedness and their successors hereunder and the Holders
of Securities or Coupons, any benefit or any legal or equitable right, remedy
or claim under this Indenture.

SECTION 112. Governing Law.

This Indenture and the Securities shall be governed by and
construed in accordance with the laws (other than the choice of law provisions)
of the State of New York.

SECTION 113. Legal Holidays.

In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture, any
Security or any Coupon other than a provision of the Security or Coupon which
specifically states that such provision shall apply in lieu of this Section)
payment of interest or principal (and premium, if any) need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day or on such other day as may be set out in the Officer's Certificate
pursuant to Section 301 at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date or at the Stated
Maturity, provided that no interest shall accrue for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be, if payment is made on such next succeeding Business Day or other day set
out in such Officer's Certificate.

SECTION 114. No Recourse Against Others.

(a) No recourse under or upon any obligation, covenant or
agreement contained in this Indenture, in any Security, or because of any
indebtedness evidenced thereby, shall be had against any incorporator, as such
or against any past, present or future stockholder, shareholder, officer,
director or trustee, as such, of a Company or of any successor, either directly
or through a Company or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities by the Holders thereof
and as part of the consideration for the issue of the Securities.

(b) Without limiting the generality of Section 114(a),
each of the parties hereto acknowledges and agrees that (and, by the acceptance
of the Securities by the Holders thereof and as part of the consideration for
the issue of the Securities, each

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Holder acknowledges and agrees that) the name "Starwood Lodging Trust" is a
designation of the Trust and its trustees (as trustees but not personally)
under a Declaration of Trust dated August 25, 1969, as amended and restated,
and all persons dealing with the Trust shall look solely to the Trust's assets
for the enforcement of any claims against the Trust, and the Trustees,
officers, agents and security holders of the Trust assume no personal liability
for obligations entered into on behalf of the Trust, and their respective
individual assets shall not be subject to the claims of any person relating to
such obligations.

SECTION 115. Judgment Currency.

Each Company agrees, to the fullest extent that it may
effectively do so under applicable law, that (a) if for the purpose of
obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of, or premium or interest, if any, on the Securities
of any series or a Coupon (the "REQUIRED CURRENCY") into a currency in which a
judgment will be rendered (the "JUDGMENT CURRENCY"), the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in the City of New York the Required Currency with the
Judgment Currency on the New York Banking Day preceding that on which a final
unappealable judgment is given and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering
in the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any
other sum due under this Indenture. For purposes of the foregoing, "NEW YORK
BANKING DAY" means any day except a Saturday, Sunday or a legal holiday in the
City of New York or a day on which banking institutions in the City of New York
are authorized or required by law or executive order to close.

ARTICLE TWO

SECURITY FORMS

SECTION 201. Forms Generally.

Each Registered Security, Bearer Security, Coupon and Global
Security issued pursuant to this Indenture shall be in

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substantially the form established by or pursuant to a Board Resolution or in
one or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture or any indenture supplemental hereto, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Security or Coupon, as evidenced by their execution of
such Security or Coupon. If the form of Securities of any series or Coupons is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of such Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities. If all of the Securities of
any series and Coupons established by action taken pursuant to a Board
Resolution are not to be issued at one time, it shall not be necessary to
deliver a record of such action at the time of issuance of each Security of
such series, but an appropriate record of such action shall be delivered at or
before the time of issuance of the first Security of such series.

Unless otherwise provided in or pursuant to this Indenture,
the Securities shall be issuable in registered form without Coupons.

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

The definitive Securities and definitive Coupons shall be
printed, lithographed or engraved on steel engraved borders or may be produced
in any other manner, all as determined by the officers executing such
Securities or Coupons, as evidenced by their execution of such Securities or
Coupons.

SECTION 202. Form of Legend for Global Securities.

Every Global Security authenticated and delivered hereunder
shall bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A U.S.
DEPOSITARY OR A NOMINEE OF A U.S. DEPOSITARY. THIS GLOBAL SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
U.S. DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS
SECURITY AS A WHOLE BY THE U.S. DEPOSITARY TO A NOMINEE OF THE U.S. DEPOSITARY
OR BY A NOMINEE OF THE U.S. DEPOSITARY TO THE U.S. DEPOSITARY OR ANOTHER
NOMINEE OF THE U.S. DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED

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CIRCUMSTANCES. EVERY SECURITY DELIVERED UPON REGISTRATION OF TRANSFER OF, OR
IN EXCHANGE FOR, OR IN LIEU OF, THIS GLOBAL SECURITY SHALL BE A GLOBAL SECURITY
SUBJECT TO THE FOREGOING, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED ABOVE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS TO BE MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONG INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SECTION 203. Form of Trustee's Certificate of Authentication.

Dated: ______________________

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

___________________________________
As Trustee

By ________________________________
Authorized Signatory

SECTION 205. Securities in Global Form.

If Securities of a series are issuable in global form, as
contemplated by Section 301, then, notwithstanding the provisions of Section
302, any such Security shall represent such of the Outstanding Securities of
such series as shall be specified therein and may provide that it shall
represent the aggregate amount of Outstanding Securities from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities
represented thereby may from time to time be changed to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities represented thereby shall
be made in such manner and upon instructions given by such Person or Persons as
shall be specified therein or in the Company Order to be delivered to the
Trustee pursuant to Section 303 or Section 304. Subject to the provisions of
Section 303 and, if applicable, Section 304, the Trustee shall deliver and
redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or 304
has been, or simultaneously is, delivered, any

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instructions by a Company with respect to endorsement or delivery or redelivery
of a Security in global form shall be in writing but need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel.

The provisions of Section 309 shall apply to any Security
represented by a Security in global form if such Security was never issued and
sold by a Company and such Company delivers to the Trustee the Security in
global form together with written instructions (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel) with regard
to the reduction in the principal amount of Securities represented thereby.

Notwithstanding the provisions of Sections 201 and 307, unless
otherwise specified as contemplated by Section 301, payment of principal or any
premium and interest on any Security in global form shall be made to the Person
or Persons specified therein.

Notwithstanding the provisions of Section 308 and except as
provided in the preceding paragraph, a Company, the Trustee and any agent of
such Company and the Trustee shall treat a Person as the Holder of such
principal amount of Outstanding Securities represented by a Global Security as
shall be specified in a written statement of the Holder of such Global
Security.

SECTION 206. CUSIP Number

A Company in issuing Securities of any series may use a
"CUSIP" number, and if so, the Trustee may use the CUSIP number in notices of
redemption or exchange as a convenience to Holders of such series; provided,
that any such notice may state that no representation is made as to the
correctness or accuracy of the CUSIP number printed on the notice or on the
Securities of such series, and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. A Company will
promptly notify the Trustee of any change in the CUSIP number of any series of
Securities.

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

The Securities may be issued from time to time in one or more
series. Prior to the issuance of Securities of any

-20-

series, there shall be established in or pursuant to (i) a Board Resolution,
and set forth in an Officer's Certificate, or (ii) one or more indentures
supplemental hereto:

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

(2) any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Securities of the series pursuant to Sections 304, 305,
306, 906 or 1107);

(3) the ranking of the Securities of the series with
respect to other Debt of the Companies;

(4) if the Securities are issued by the Trust, whether
such Securities will be guaranteed by the
Corporation;

(5) if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which
shall be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 502;

(6) the provisions, if any, relating to the conversion or
exchange of the Securities of any series into Securities of another
series or into any other debt or equity securities, including the
initial conversion price or rate and the conversion period, and any
applicable limitations on the ownership or transferability of any
common stock or preferred stock received on conversion;

(7) the date or dates, or the method for determining such
date or dates, on which the principal of the Securities of the series
is payable;

(8) the rate or rates, or the method by which such rate
or rates shall be determined, at which the Securities of the series
shall bear interest, if any, the date or dates from which such
interest shall accrue, the Interest Payment Dates on which such
interest shall be payable and the Regular Record Date for the interest
payable on any Interest Payment Date;

(9) the place or places where the principal of (and
premium, if any) and interest on Securities of the series shall be
payable, such Securities may be surrendered for conversion or
registration of transfer or exchange;

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

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part, at the option of the Companies, pursuant to any sinking fund or
mandatory redemption or otherwise;

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

(12) if other than U.S. dollars, the currency or
currencies in which the Securities of such series shall be denominated
and in which payments or principal of, and any premium and interest
on, such Securities shall or may be payable, which may be a foreign
currency or units of two or more foreign currencies or a composite
currency or currencies and the manner of determining the equivalent
thereof in U.S. Dollars for purposes of the definition of
"Outstanding" in Section 101;

(13) whether the amount of payments of principal of (and
premium, if any) or interest on Securities may be determined with
reference to an index, formula or other method (which index, formula
or method may, but need not be, based on a currency, currencies,
currency unit or units or composite currency or currencies) and the
manner in which such amounts shall be determined;

(14) any deletions from, modifications of or additions to
the Events of Default or covenants of the Companies with respect to
Securities of any series, whether or not such Events of Default or
covenants are consistent with the Events of Default or covenants set
forth herein;

(15) whether any Securities of the series are to be
issuable as Global Securities with or without Coupons and, if so, (i)
whether beneficial owners of interests in any such Global Security may
exchange such interests for Securities of such series and of like
tenor of any authorized form and denomination and the circumstances
under which any such exchanges may occur, if other than in the manner
provided in Section 305, and (ii) the name of the Common Depositary
(as defined in Section 304) or the U.S. Depositary, as the case may
be, with respect to any Global Security;

(16) if such Securities are to be issuable other than
solely as Registered Securities (whether as Bearer Securities or
alternatively as Bearer Securities or Registered Securities), and if
such Securities are to be issued as Bearer Securities, whether the
Bearer Securities

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are to be issuable with Coupons, without Coupons or both, and any
restrictions applicable to the offer, sale or delivery of the Bearer
Securities and the terms, if any, upon which Bearer Securities may be
exchanged for Registered Securities and vice versa and the date as of
which any such Bearer Security shall be dated (if other than its date
of authentication);

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

(18) if either or both of Section 1302 and Section 1303
shall be inapplicable to the Securities of the series (provided that
if no such inapplicability shall be specified, then both Section 1302
and Section 1303 shall be applicable to the Securities of the series);

(19) whether and under what circumstances the Companies
will pay Additional Amounts as contemplated by Section 1010 on the
Securities of the series to any Holder who is not a United States
person (including any modification to the definition of such term) in
respect of any tax, assessment or governmental charge and, if so,
whether the Companies will have the option to redeem such Securities
rather than pay such Additional Amounts (and the terms of any such
option);

(20) the identity of the Trustee for the Securities of the
series, and the identity of each Paying Agent and Securities Registrar
for the Securities of the series;

(21) additional covenants with respect to Securities of
the series, if any, other than those set forth herein;

(22) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture).

All Securities of any one series and all Coupons, if any,
appertaining to Bearer Securities of such series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to such Board Resolution and set forth in such Officer's
Certificate or in any such indenture supplemental hereto.

If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of such
Company and delivered to the Trustee at or prior to the delivery of the
Officer's Certificate setting forth, or providing the manner for determining,
the terms of the series.

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SECTION 302. Denominations.

Unless otherwise specified in accordance with Section 301, the
Securities of each series shall be issuable in registered form without coupons
in such denominations as shall be specified as contemplated by Section 301. In
the absence of any such provisions with respect to the Securities of any
series, the Securities of such series shall be issuable in denominations of
$1,000 and any integral multiple thereof.

SECTION 303. Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Trust or the
Corporation, as the case may be, by its Chairman of the Board, its President or
one of its Vice Presidents, under its corporate seal reproduced thereon
attested by its Secretary or one of its Assistant Secretaries. Coupons shall
be executed on behalf of the Trust or the Corporation, as the case may be, by
its Treasurer or any Assistant Treasurer. The signature of any of these
officers on the Securities or any Coupon may be manual or facsimile. The seal
of the Trust or the Corporation, as the case may be, may be in the form of a
facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities. Typographical and other minor errors or defects
in any such reproduction of the seal or any such signature shall not affect the
validity or enforceability of any Security that has been duly authenticated and
delivered by the Trustee.

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

At any time and from time to time after the execution and
delivery of this Indenture, a Company may deliver Securities of any series,
together with Coupons appertaining thereto, executed by such Company to the
Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with such Company Order shall either at one time or from time to time pursuant
to such instructions as may be described therein authenticate and deliver such
Securities as provided in this Indenture and not otherwise. If the form or
terms of the Securities of the series and any Coupons appertaining thereto have
been established in or pursuant to one or more Board Resolutions as permitted
by Sections 201 and 301, in authenticating such Securities and any Coupons
appertaining thereto, and accepting the additional responsibilities under this
Indenture in relation to such Securities and any Coupons appertaining thereto,
the Trustee shall be entitled to receive, and (subject to Sections 315(a)
through (d) of the Trust

-24-

Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel
stating,

(a) if the form of such Securities and Coupons, if any,
have been established by or pursuant to Board Resolution as permitted
by Section 201, that such form or forms have been established in
conformity with the provisions of this Indenture;

(b) if the terms of such Securities and Coupons, if any,
have been established by or pursuant to Board Resolution as permitted
by Section 301, that such terms have been established in conformity
with the provisions of this Indenture;

(c) that such Securities and Coupons, if any, when
authenticated and delivered by the Trustee and issued by the Trust or
the Corporation, as the case may be, in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid
and legally binding obligations of the Trust or the Corporation, as
the case may be, enforceable in accordance with their terms, except to
the extent enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and
other similar laws affecting the enforcement of creditors' rights
generally and by the effect of general principles of equity
(regardless of whether enforceability is considered in a proceeding in
equity or at law); and

(d) that no consent, approval, authorization, order,
registration or qualification of or with any court or any governmental
agency or body having jurisdiction over the Trust or the Corporation,
as the case may be, is required for the execution and delivery of such
Securities by such Company, except such as have been obtained (except
that no opinion need be expressed as to state securities or Blue Sky
laws).

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee, or in the written opinion of
counsel to the Trustee (which counsel may be an employee of the Trustee) such
authentication may not lawfully be made or would involve the Trustee in
personal liability.

Notwithstanding the provisions of Section 301 and of the
immediately preceding paragraph, if all Securities of a series are not to be
originally issued at one time, it shall not be necessary to deliver the Board
Resolution and the Officer's Certificate otherwise required pursuant to Section
301 or the

-25-

Company Order and Opinion of Counsel otherwise required pursuant to the
immediately preceding paragraph at or prior to the time of authentication of
each Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to
be issued.

If the Trust or the Corporation, as the case may be, shall
establish pursuant to Section 301 that the Securities of a series are to be
issued in the form of one or more Global Securities, then such Company shall
execute and the Trustee shall, in accordance with this Section and the Company
Order with respect to the authentication and delivery of such series,
authenticate and deliver one or more Global Securities that (i) shall be in an
aggregate amount equal to the aggregate principal amount specified in such
Company Order, (ii) shall be registered in the name of the Common Depositary or
U.S. Depositary, as the case may be, therefor or its nominee, and (iii) shall
be made available for delivery by the Trustee to such depositary or pursuant to
such depositary's instruction.

Each depositary designated pursuant to Section 301 must, at
the time of its designation and at all times while it serves as depositary, be
a clearing agency registered under the Exchange Act and any other applicable
statute or regulation.

Unless otherwise provided for in the form of Security, each
Security shall be dated the date of its authentication.

No Security or Coupon shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears
on such Security a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture. Except as
permitted by Section 306 or 307, the Trustee shall not authenticate and deliver
any Bearer Security unless all Coupons appertaining thereto then matured have
been detached and cancelled. Notwithstanding the foregoing, if any Security
shall have been authenticated and delivered hereunder but never issued and sold
by the Trust or the Corporation, as the case may be, and such Company shall
deliver such Security to the Trustee for cancellation as provided in Section
309, for all purposes of this Indenture such Security shall be deemed never to
have been authenticated and delivered hereunder and shall never be entitled to
the benefits of this Indenture.

SECTION 304. Temporary Securities.

Pending the preparation of definitive Securities of any
series, the Trust or the Corporation, as the case may be, may execute, and upon
Company Order the Trustee shall authenticate and deliver, temporary Securities
which are printed,

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lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, in registered form or, if
authorized in or pursuant to this Indenture, in bearer form with one or more
Coupons or without Coupons and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities
may determine, as evidenced by their execution of such Securities.

In the case of Securities of any series, such temporary
Securities may be in global form, representing all or a portion of the
Outstanding Securities of such series.

Except in the case of temporary Securities in global form
(which shall be exchanged in accordance with the provisions of Section 305), if
temporary Securities of any series are issued, the Trust or the Corporation, as
the case may be, will cause definitive Securities of that series to be prepared
without unreasonable delay. After the preparation of definitive Securities of
such series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Trust or the Corporation, as the
case may be, in a Place of Payment for that series, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary
Securities of any series (accompanied by any unmatured Coupons appertaining
thereto), the Trust or the Corporation, as the case may be, shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of the same series of authorized
denominations and of like tenor; provided, however, that no definitive Bearer
Security, except as provided in or pursuant to this Indenture, shall be
delivered in exchange for a temporary Registered Security; and provided further
that a definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security only in compliance with the conditions set forth in
or pursuant to this Indenture. Until so exchanged the temporary Securities of
any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series and tenor. Until so
exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series and tenor.

If temporary Securities of any series are issued in global
form, any such temporary global Security shall, unless otherwise provided
therein, be delivered to the office of a depositary or common depositary (the
"COMMON DEPOSITARY") for credit to the respective accounts of the beneficial
owners of such Securities (or to such other accounts as they may direct).

SECTION 305. Registration, Registration of Transfer and Exchange.

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Each of the Companies shall cause to be 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 Companies in a Place of Payment being
herein sometimes collectively referred to as the "SECURITY REGISTER") in which,
subject to such reasonable regulations as it may prescribe, each of the
Companies shall provide for the registration of Securities and of transfers of
Securities. The Trustee is hereby appointed "SECURITY REGISTRAR" for the
purpose of registering Securities and transfers of Registered Securities as
herein provided.

Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency of the Trust or the Corporation,
as the case may be, in a Place of Payment for that series, the Trust or the
Corporation, as the case may be, shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Registered Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and Stated
Maturity.

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
Stated Maturity, upon surrender of the Registered Securities to be exchanged at
such office or agency. Whenever any Registered Securities are so surrendered
for exchange, the Trust or the Corporation, as the case may be, 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 Trust or the Corporation, as the case may
be, 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, or the
surrender of such missing Coupon or Coupons may be waived by the Trust or the
Corporation, as the case may be, 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

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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 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 Trust or the
Corporation, as the case may be, 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
or contemplated by Section 301, any Global Security shall be exchangeable only
as provided in this paragraph. If the beneficial owners of interests in a
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 in and subject to the conditions 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 Trust or the
Corporation, as the case may be, shall deliver to the Trustee definitive
Securities of that series in aggregate principal amount equal to the principal
amount of such Global Security, executed by such Company. On or after the
earliest date on which such interests may be so exchanged, such Global
Securities shall be surrendered from time to time by the Common Depositary or
the U.S. Depositary, as the case may be, for exchange in whole or in part

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for definitive Securities of the same series without charge, and in accordance
with instructions given to the Trustee and the Common Depositary or the U.S.
Depositary, as the case may be, (which instructions shall be in writing but
need not comply with Section 102 or be accompanied by an Opinion of Counsel),
as shall be specified in the Company Order with respect thereto to the Trustee,
as the agent of the Trust or the Corporation, as the case may be, for such
purpose. 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 definitive Securities of the same series of authorized
denominations and of like tenor as the portion of such Global Security to be
exchanged which shall be in the form of the Securities of such series;
provided, however, that no such exchanges may occur during a period beginning
at the opening of business 15 days before the day of the 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. Promptly
following any such exchange in part, such Global Security shall be returned by
the Trustee to the Common Depositary or the U.S. Depositary, as the case may
be, or such other Common Depositary or U.S. Depositary referred to above in
accordance with the written instructions of the Trust or the Corporation, as
the case may be, referred to above. If a Security in the form specified for
such series is issued in exchange for any portion of a 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 interest or Defaulted Interest, as the case may
be, such interest or Defaulted Interest will not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
such Security in the form specified for such series, 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 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 Trust or the
Corporation, as the case may be, 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 Trust or
the Corporation, as the case may be, or the Trustee) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Trust or the Corporation, as

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the case may be, and the Security Registrar duly executed, by the Holder
thereof or his attorney duly authorized in writing.

Unless otherwise provided in the Securities to be transferred
or exchanged, no service charge shall be made for any registration of transfer
or exchange of Securities, but the Trustee or the Trust or the Corporation, as
the case may be, 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.

Neither the Trust or the Corporation, as the case may be, nor
the Trustee shall be required (i) to issue, register the transfer of or
exchange Securities of any series during a period beginning at the opening of
business 15 days before the day of the 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 (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 Bearer
Security may be exchanged for a Registered Security of the same 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.

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.

If (i) any mutilated Security or a Security with a mutilated
Coupon appertaining to it is surrendered to the Trustee or if there shall be
delivered to the Trust or the Corporation, as the case may be, and the Trustee
evidence to their satisfaction of the destruction, loss or theft of any
Security or Coupon and (ii) there shall be delivered to the Trust or the
Corporation, as the case may be, and the Trustee such security and indemnity as
may be required by them to save each of them and any agent of either of them
harmless, then, in the absence of notice to the Trust or the Corporation, as
the case may be, or the Trustee that such Security or Coupon has been acquired
by a bona fide purchaser, the Trust or the Corporation, as the case may be,
shall execute and upon their request the Trustee shall authenticate and deliver
in lieu of any such mutilated, destroyed, lost or stolen Security, a new
Security of the same

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series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.

In case any such mutilated, destroyed, lost or stolen Security
or Coupon has become or is about to become due and payable, the Trust or the
Corporation, as the case may be, in their discretion may, instead of issuing a
new Security, pay such Security or Coupon.

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

Every new Security of any series, with any Coupons
appertaining thereto, issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security, or in exchange for a Security to which a destroyed,
lost or stolen Coupon appertains, shall constitute an original additional
contractual obligation of the Trust or the Corporation, as the case may be,
whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
series and any Coupons duly issued 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 payment of mutilated, destroyed, lost or stolen Securities
or Coupons.

SECTION 307. Payment of Interest; Interest Rights Preserved.

Interest on any Registered Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Registered Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest. The Securities will be payable as to principal
(premium, if any) and interest at the office or agency of the Trust or the
Corporation, as the case may be, maintained for such purpose within or without
the City and State of New York or, at the option of the Trust or the
Corporation, as the case may be, payment of principal (premium, if any) and
interest may be made by check mailed to the Holders at their addresses set
forth in the Security Register, and provided that payment by wire transfer of
immediately available funds will be required with respect to principal of
(premium, if any) and interest on all Global Securities. In case a Bearer
Security is surrendered in exchange for a Registered Security after the close
of business

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(at an office or agency at a Place of Payment for such Security) on any Regular
Record Date therefor and before the opening of Business (at such office or
agency) on the next succeeding Interest Payment Date therefor, such Bearer
Security shall be surrendered without the Coupon relating to such Interest
Payment Date and interest shall not be payable on such Interest Payment Date 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.

Any interest on any Registered Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "DEFAULTED INTEREST") shall forthwith cease to be
payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Companies, at
their election in each case, as provided in Clause (1) or (2) below:

(1) The Trust or the Corporation, as the case may be, may
elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities of such series (or their
respective Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Trust or
the Corporation, as the case may be, shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on
each Registered Security of such series and the date of the proposed
payment, and at the same time such Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to
be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the
date of the proposed payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted
Interest as in this Clause provided. Thereupon the Trustee shall fix
a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the
date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Trust or the Corporation, as the
case may be, of such Special Record Date and, in the name and at the
expense of such Company shall cause notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder of Registered
Securities of such series at his address as it appears in the Security
Register, not less than 10 days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so mailed, such Defaulted
Interest shall be paid to the Persons

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in whose names the Registered Securities of such series (or their
respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable
pursuant to the following Clause (2). In case a Bearer Security is
surrendered at the office or agency at a Place of Payment for such
Security in exchange for a Registered Security after the close of
business at such office or agency on any Special Record Date and
before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, such Bearer Security
shall be surrendered without the Coupon relating to such proposed date
of payment and Defaulted Interest shall not be payable on such
proposed date of payment 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.

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

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

SECTION 308. Persons Deemed Owners.

Prior to due presentment of a Registered Security for
registration of transfer, the Trust or the Corporation, as the case may be, the
Trustee and any agent of such Company or the Trustee may treat the Person in
whose name such Registered Security is registered as the owner of such Security
for the purpose of receiving payment of principal of (and premium, if any) and
(subject to Section 307) interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Trust or
the Corporation, as the case may be, the Trustee nor any agent of such Company
or the Trustee shall be affected by notice to the contrary.

The Trust or the Corporation, as the case may be, the Trustee
and any agent of such Company or the Trustee may treat the bearer of any Bearer
Security or the bearer of any Coupon as the absolute owner of such Security or
Coupon for the purpose of receiving payment thereof or on account thereof and
for all other purposes whatsoever, whether or not any payment with respect to

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such Security or Coupon shall be overdue, and neither the Trust or the
Corporation, as the case may be, nor the Trustee or any agent of such Company
or the Trustee shall be affected by notice to the contrary.

None of the Trust or the Corporation, as the case may be, the
Trustee or any agent of such Company or the Trustee shall have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interest of a Global Security,
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interest. Notwithstanding the foregoing, with respect to
any Global Security, nothing herein shall prevent the Trust or the Corporation,
as the case may be, or the Trustee or any agent of such Company, or the
Trustee, from giving effect to any written certification, proxy or other
authorization furnished by any Common Depositary (or its nominee), as a Holder,
with respect to such Global Security or impair, as between such Common
Depositary and owners of beneficial interests in such Global Security, the
operation of customary practices governing the exercise of the right of such
Common Depositary (or its nominee) as holder of such Global Security.

SECTION 309. Cancellation.

All Securities and Coupons surrendered for payment,
redemption, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by it.
The Trust or the Corporation, as the case may be, may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which such Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which such Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture. All
cancelled Securities and Coupons held by the Trustee shall be disposed of as
directed by a Company Order.

SECTION 310. Computation of Interest.

Except as otherwise specified as contemplated by Section 301
for Securities of any series, interest on the Securities of each series shall
be computed on the basis of a year of twelve 30-day months.

ARTICLE FOUR

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SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.

This Indenture shall cease to be of further effect (except as
to any surviving rights of registration of transfer or exchange of Securities
herein expressly provided for or in the form of Security for such series), and
the Trustee, at the expense of the Companies, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when

(1) either

(A) all Securities theretofore authenticated and
delivered (other than (i) Coupons appertaining to Bearer Securities surrendered
in exchange for Registered Securities of such series and maturing after such
exchange whose surrender is not required or has been waived as provided in
Xxxxxxx 000, (xx) Securities or Coupons which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Xxxxxxx 000, (xxx)
Coupons appertaining to Securities called for redemption and maturing after the
relevant Redemption Date whose surrender has been waived as provided in this
Indenture, and (iv) Securities for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Trust or the
Corporation, as the case may be, and thereafter repaid to such Company or
discharged from such trust, as provided in Section 1010) have been delivered to
the Trustee for cancellation; or

(B) all such Securities and, in the case of (i) and (ii)
below, any Coupons appertaining thereto not theretofore delivered to the
Trustee for cancellation

(i) have become due and payable, or

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

(iii) are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Trust or the Corporation, as the case may be, and the Trust or the Corporation,
as the case may be, in the case of (i), (ii) or (iii) above, have deposited or
caused to be deposited with the Trustee as trust funds in trust for the purpose
an amount of (a) funds in such currency or currencies, currency unit or units
or composite currency or currencies in which such securities are payable or (b)
in the case of (ii) or (iii) above, Government Obligations which through the
payment of interest and principal in respect thereof in accordance with their
terms will provide not later than one day before the Stated Maturity or
Redemption Date money in an amount, or (c) a combination of money and
Government Obligations, in each case sufficient, in the opinion of a nationally
recognized firm of

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independent certified public accountants expressed in a written certificate
thereof delivered to the Trustee, to pay and discharge the entire indebtedness
on such Securities and any Coupons appertaining thereto not theretofore
delivered to the Trustee for cancellation, for principal (and premium, if any)
and interest to the date of such deposit (in the case of Securities which have
become due and payable) or the Stated Maturity or Redemption Date, as the case
may be;

(2) the Trust or the Corporation, as the case may be,
have paid or caused to be paid all other sums payable hereunder by such
Company; and

(3) the Trust or the Corporation, as the case may be,
have delivered to the Trustee an Officer's Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for herein
relating to the satisfaction and discharge of this Indenture have been complied
with.

Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Trust or the Corporation, as the case may be,
to the Trustee under Section 607, the obligations of the Trustee to an
Authenticating Agent under Section 613 and, if money or Government Obligations
shall have been deposited with the Trustee pursuant to subclause (B) of clause
(1) of this Section, the obligations of the Trustee under Section 402 and the
last paragraph of Section 1010 shall survive.

SECTION 402. Application of Trust Money.

Subject to the provisions of the last paragraph of Section
1010, all money or Government Obligations deposited with the Trustee pursuant
to Section 401 and all money received by the Trustee in respect of Government
Obligations deposited with the Trustee pursuant to Section 401 shall be held in
trust and applied by it, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying Agent
(including a Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with or
received by the Trustee.

SECTION 403. Reinstatement.

If the Trustee or the Paying Agent is unable to apply any
money in accordance with this Article by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the obligations of the Trust or the Corporation, as the
case may be, under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to this Article until
such time as the Trustee or Paying Agent is permitted to apply all money held
in trust with respect to the

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Securities; provided, however, that if the Trust or the Corporation, as the
case may be, makes any payment of principal of any Security following the
reinstatement of its obligations, such Company shall be subrogated to the
rights of the Holders of the Securities to receive such payment from the money
so held in trust.

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default.

"EVENT OF DEFAULT," wherever used herein with respect to
Securities of any series, means any one of the following events:

(1) default in the payment of interest on any Security of
that series when such interest becomes due and payable and the default
continues for a period of 30 days; or

(2) default in the payment of the principal of (or
premium, if any, on) any Security of that series when the same becomes due and
payable at Maturity, upon redemption (including redemptions under Article
Eleven), or otherwise; or

(3) default in the payment of any sinking fund payment,
when and as due by the terms of a Security of that series; or

(4) default in the performance, or breach, of any other
covenant, agreement or warranty of the Trust or the Corporation, as the case
may be, in the Securities of that series or this Indenture (other than a
covenant, agreement or warranty a default in whose performance is elsewhere in
this Section specifically dealt with or which has expressly been included in
this Indenture solely for the benefit of series of Securities other than that
series), and continuance of such default for a period of 60 days after there
has been given, by registered or certified mail, to such Company by the Trustee
or to such Company and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities a written notice specifying such default
and requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder; or

(5) an event of default, as defined in any mortgage,
indenture, or instrument under which there may be issued, or by which there may
be secured or evidenced, any Indebtedness of the Trust or the Corporation, as
the case may be, (including Securities of another series) or a Subsidiary of
such Company (whether such Indebtedness now exists or shall hereafter be
created or incurred) shall occur and shall consist of default in

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the payment of such Indebtedness at the maturity thereof (after giving effect
to any applicable grace period) or shall result in Indebtedness becoming or
being declared due and payable prior to the date on which it would otherwise
become due and payable, and such default in payment is not cured or such
acceleration shall not be rescinded or annulled within 15 days after written
notice to the Trust or the Corporation, as the case may be, from the Trustee or
to the Trust or the Corporation, as the case may be, and to the Trustee from
the Holders of at least 10% in aggregate principal amount of the Securities of
that series at the time outstanding; provided that it shall not be an Event of
Default if the principal amount of Indebtedness which is not paid at maturity
or the maturity of which is accelerated is less than $_________; provided
further that if, prior to a declaration of acceleration of the maturity of the
Securities of that series or the entry of judgment in favor of the Trustee in a
suit pursuant to Section 503, such default shall be remedied or cured by the
Trust or the Corporation, as the case may be, or waived by the holders of such
Indebtedness, then the Event of Default hereunder by reason thereof shall be
deemed likewise to have been thereupon remedied, cured or waived without
further action upon the part of either the Trustee or any of the Holders of the
Securities of that series, and provided further, that, subject to Sections 601
and 602, the Trustee shall not be charged with knowledge of any such default
unless written notice of such default shall have been given to the Trustee by
Trust or the Corporation, as the case may be, by a holder or an agent of a
holder of any such Indebtedness, by the trustee then acting under any indenture
or other instrument under which such default shall have occurred, or by the
Holders of at least five percent in aggregate principal amount of the
Securities of that series at the time outstanding; or

(6) the entry by a court having jurisdiction in the
premises of (A) a decree or order for relief in respect of the Trust or the
Corporation, as the case may be, or a Significant Subsidiary of such Company in
an involuntary case or proceeding under any applicable Federal or state
bankruptcy, insolvency, reorganization or other similar law or (B) a decree or
order adjudging the Trust or the Corporation, as the case may be, or a
Significant Subsidiary of such Company, a bankrupt or insolvent, or approving
as properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Trust or the Corporation, as the case may
be, or a Significant Subsidiary of such Company under any applicable Federal or
state law, or appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Trust or the Corporation, as the
case may be, or a Significant Subsidiary of such Company or of any substantial
part of the property of the Trust or the Corporation, as the case may be, or a
Significant Subsidiary of such Company or ordering the winding up or
liquidation of affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 90 consecutive days; or

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(7) the commencement by the Trust or the Corporation, as
the case may be, or a Significant Subsidiary of such Company of a voluntary
case or proceeding under any applicable Federal or state bankruptcy,
insolvency, reorganization or other similar law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to
the entry of a decree or order for relief in respect of the Trust or the
Corporation, as the case may be, or a Significant Subsidiary of such Company in
an involuntary case or proceeding under any such law, or to the commencement of
any bankruptcy or insolvency case or proceeding against it, or the filing by it
of a petition or answer or consent seeking reorganization or relief under any
applicable Federal or state law, or the consent by it to the filing of such a
petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or similar official of
the Trust or the Corporation, as the case may be, or a Significant Subsidiary
of such Company or of any substantial part of the property of the Trust or the
Corporation, as the case may be, or a Significant Subsidiary of such Company or
the making of an assignment for a benefit of creditors, or the admission by it
in writing of the inability of the Trust or the Corporation, as the case may
be, or a Significant Subsidiary of such Company to pay its debts generally as
they become due, or the taking of appropriate action in furtherance of any such
action of the Trust or the Corporation, as the case may be, or a Significant
Subsidiary of such Company; or

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

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default with respect to Securities of any
series at the time outstanding (other than an Event of Default specified in
clause (6) or (7) of Section 501) occurs and is continuing, then in every such
case the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Outstanding Securities of that series, may declare the unpaid
principal (or, if the Securities of that series are Original Issue Discount
Securities or indexed Securities, such portion of the principal amount as may
be specified in the terms of that series) of and accrued interest to the date
of acceleration on all the Outstanding Securities of that series to be due and
payable immediately by notice in writing to the Trust or the Corporation, as
the case may be, (and to the Trustee if given by the Holders) and, upon any
such declaration, the Outstanding Securities of that series (or specified
principal amount) shall become immediately due and payable.

If an Event of Default specified in clause (6) or (7) of
Section 501 occurs, all unpaid principal of and accrued interest on the
Outstanding Securities of that series (or specified principal amount) shall
ipso facto become and be

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immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder of any Security of that series.

Upon payment of all such principal and interest, all of the
Trust's or the Corporation's obligations, as the case may be, under the
Securities of that series and (upon payment of the Securities of all series)
this Indenture shall terminate, except obligations under Section 607.

At any time after such a declaration of acceleration, but
before a judgment or decree for payment of the money due has been obtained by
the Trustee or the Stated Maturity thereof, the Holders of not less than a
majority in principal amount of the Outstanding Securities of that series, by
written notice to the Trust or the Corporation, as the case may be, and the
Trustee, may rescind and annul such acceleration and its consequences if:

(1) the Trust or the Corporation, as the case may
be, has paid or deposited with the Trustee a sum sufficient to pay all
overdue interest on all Securities of that series and any Coupons
appertaining thereto, the principal of (and premium, if any, on) any
Securities of that series which have become due otherwise than by such
declaration of acceleration and any interest thereon at the rate or
rates prescribed therefor in such Securities and, to the extent the
payment of such interest is lawful, interest on overdue installments
of interest and overdue principal that has become due otherwise than
by such declaration of acceleration have been paid, plus certain fees,
expenses, disbursements and advances of the Trustee;

(2) all existing Events of Default, other than the
nonpayment of the principal of the Securities of that series that
has become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 513.

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

SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee.

Each of the Companies covenants that if:

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

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

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the Trust or the Corporation, as the case may be, will, upon demand of the
Trustee, pay to the Trustee, for the benefit of the Holders of such Securities
and any Coupons appertaining thereto, the whole amount then due and payable on
such Securities and any Coupons appertaining thereto for principal (and
premium, if any) and interest and, to the extent that payment of such interest
shall be legally enforceable, interest on any overdue principal (and premium,
if any) and on any overdue interest, at the rate or rates prescribed therefor
in such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

If the Trust or the Corporation, as the case may be, fails to
pay such amounts forthwith upon such demand, the Trustee, in its own name and
as trustee of an express trust, may institute a judicial proceeding for the
collection of the sum so due and unpaid, may prosecute such proceeding to
judgment or final decree and may enforce the same, severally and not jointly,
against such Company or any other obligor upon such Securities and any Coupons
appertaining thereto and collect the moneys adjudged or decreed to be payable
in the manner provided by law out of the property of such Company or any other
obligor upon such Securities and any Coupons appertaining thereto, wherever
situated.

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

SECTION 504. Trustee May File Proofs of Claim.

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

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(i) to file and prove a claim for the whole
amount of principal (and premium, if any) and interest owing and
unpaid by such Company in respect of the Securities or any Coupons
appertaining thereto and to file such other papers and documents as
may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and
counsel) and of the Holders allowed in such judicial proceedings, and

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

(iii) and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay
to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due the Trustee under Section 607.

Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting
the Securities or any Coupon or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding; provided, however, that the Trustee may, on behalf of the Holders,
vote for the election of a trustee in bankruptcy or similar official and may be
a member of the Creditors' Committee.

SECTION 505. Trustee May Enforce Claims Without Possession of Securities.

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

SECTION 506. Application of Money Collected.

Any money collected by the Trustee pursuant to this Article in
respect of the Securities of any series or Coupons

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shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
(or premium, if any) or interest, upon presentation of the Securities or
Coupons in respect of which moneys have been collected and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:

First: To the payment of costs and expenses of collection,
including all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and all other amounts due the Trustee under Section 607 applicable
to such series;

Second: To the payment of the amounts then due and unpaid for
principal of (and premium, if any) and interest on the Securities of such
series and any Coupon in respect of which or for the benefit of which such
money or other property has been collected, ratably, without preference or
priority of any kind, according to the amounts due and payable on such
Securities of such series and Coupons for principal (and premium, if any) and
interest, respectively; and

Third: The balance, if any, to the Trust or the Corporation,
as the case may be, as their interests may appear.

SECTION 507. Limitation on Suits.

No Holder of any Security of any series or any Coupons
appertaining thereto shall have any right to institute any proceeding, judicial
or otherwise, with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless:

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

(2) the Holders of not less than 25% in principal amount
of the Outstanding Securities of that series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default in its
own name as Trustee hereunder;

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

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

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

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

SECTION 508. Unconditional Right of Holders to Receive Principal, Premium
and Interest.

Notwithstanding any other provision in this Indenture, the
Holder of any Security or Coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Section 307) interest on such Security or payment of such Coupon,
as the case may be, on the respective Stated Maturity or Maturities expressed
in such Security or Coupon (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.

SECTION 509. Restoration of Rights and Remedies.

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

SECTION 510. Rights and Remedies Cumulative.

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

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the concurrent assertion or employment of any other appropriate right or
remedy.

SECTION 511. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any
Securities or Coupons to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein. Every right and remedy given
by this Article or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or
by the Holders, as the case may be.

SECTION 512. Control by Holders.

The Holders of not less than a majority in principal amount of
the Outstanding Securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series, provided that:

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

(2) the Trustee may take any other action deemed proper
by the Trustee which is not inconsistent with such direction; and

(3) subject to the provisions of Section 601, the Trustee
shall have the right to decline to follow any such direction if the Trustee,
being advised by counsel, shall determine that the action or proceeding so
directed may not lawfully be taken or if the Trustee in good faith shall
determine that the action or proceedings so directed might involve the Trustee
in personal liability or if the Trustee in good faith shall so determine that
the actions or forebearances specified in or pursuant to such direction shall
be unduly prejudicial to the interests of holders of the Securities of such
series not joining in the giving of said direction, it being understood that
(subject to Section 601) the Trustee shall have no duty to ascertain whether or
not such actions or forebearances are unduly prejudicial to such holders.

SECTION 513. Waiver of Past Defaults.

The Holders of not less than a majority in principal amount of
the Outstanding Securities of any series may by written notice to the Trustee
on behalf of the Holders of all the Securities of such series waive any default
with respect to such series and its consequences, except a default

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(1) in respect of the payment of the principal of (or
premium, if any) or interest on any Security of such series or any Coupons
appertaining thereto, or

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

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

SECTION 514. Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for
any action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit
instituted by a Company, to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 25% in principal amount of the Outstanding Securities of any series, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security on or after the
Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

ARTICLE SIX

THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities of the Trustee.

(a) Except during the continuance of an Event of Default:

(1) the Trustee undertakes to perform such duties and
only such duties as are specifically set forth in this

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Indenture, and no implied covenants or obligations shall be read into
this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates
or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such
certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee
shall be under a duty to examine the same to determine whether or not
they conform to the requirements of this Indenture.

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

(c) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that

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

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

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

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

(d) Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or

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affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and subject to Sections 315 and 316
of the Trust Indenture Act.

SECTION 602. Notice of Defaults.

Within 90 days after the occurrence of any Default or Event of
Default with respect to the Securities of any series, the Trustee shall give to
all Holders of Securities of such series, in the manner provided by Section 106
hereof, notice of such Default or Event of Default known to the Trustee, unless
such Default or Event of Default shall have been cured or waived; provided,
however, that, except in the case of a Default or Event of Default in the
payment of the principal of (or premium, if any) or interest on any Security of
such series or in the payment of any sinking fund installment with respect to
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interest of the
Holders of Securities of such series.

SECTION 603. Certain Rights of Trustee.

Subject to the provisions of Section 601:

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

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

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

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

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

(f) prior to the occurrence of an Event of Default with
respect to the Securities of any series and after the curing or waiving of all
such Events of Default, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, officer's
certificate or other certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, appraisal, bond, debenture, note,
coupon, security or other paper or document, unless requested in writing to do
so by the Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities of any series; provided, that if the payment within
a reasonable time to the Trustee of the costs, expenses or liabilities likely
to be incurred by it in the making of such investigation is, in the opinion of
the Trustee, not reasonably assured to the Trustee by the security afforded to
it by the terms of this Indenture, the Trustee may require reasonable indemnity
against such expenses or liabilities as a condition to so proceeding; the
reasonable expenses of every such examination shall be paid by the Trust or the
Corporation, as the case may be, or, if advanced by the Trustee, shall be
repaid by the Trust or the Corporation, as the case may be, upon demand;

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

(h) the Trustee shall not be liable for any action taken
or omitted by it in good faith and believed by it to be authorized or within
the discretion, rights or powers conferred upon it by this Indenture;

(i) the Trustee shall not be required to give any bond or
surety in respect of the performance of its powers and duties hereunder;

(j) the Trustee shall not be bound to ascertain or
inquire as to the performance or observance of any covenants, conditions, or
agreements on the part of a Company, except as otherwise set forth herein, but
the Trustee may require of a Company full information and advice as to the
performance of the covenants, conditions and agreements contained herein and
shall be entitled in connection herewith to examine the books, records and
premises of such Company;

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(k) the permissive rights of the Trustee to do things
enumerated in this Indenture shall not be construed as a duty and the Trustee
shall not be answerable for other than its negligence or willful default; and

(l) except for (h), a default under Sections 501(a) or
(b) hereof, or (ii) any other event of which the Trustee has "actual knowledge"
and which event, with the giving of notice or the passage of time or both,
would constitute an Event of Default under this Indenture, the Trustee shall
not be deemed to have notice of any default or event unless specifically
notified in writing of such event by the Trust or the Corporation, as the case
may be, or the Holders of not less than 25% in aggregate principal amount of
the Outstanding Securities; as used herein, the term "actual knowledge" means
the actual fact or statement of knowing, without any duty to make any
investigation with regard thereto.

SECTION 604. Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities and
Coupons, except the Trustee's certificates of authentication, shall be taken as
the statements of the Trust or the Corporation, as the case may be, and the
Trustee assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or Coupons. The Trustee shall not be accountable for the use or
application by the Trust or the Corporation, as the case may be, of Securities
or the proceeds thereof.

SECTION 605. May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of a Company, in its individual or any
other capacity, may become the owner or pledgee of Securities or Coupons and,
subject to Sections 608 and 609, may otherwise deal with a Company with the
same rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent.

SECTION 606. Money Held in Trust.

Money held by the Trustee in trust hereunder (including
amounts held by the Trustee as Paying Agent) need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as
otherwise agreed to in writing by the Companies and the Trustee.

SECTION 607. Compensation and Reimbursement.

The Companies agree

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

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

(3) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or
bad faith on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending itself against or
investigating any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder.

The obligations of the Companies under this Section to
compensate the Trustee, to pay or reimburse the Trustee for expenses,
disbursements and advances and to indemnify and hold harmless the Trustee shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture. As security for the performance of such
obligations of the Companies, the Trustee shall have a claim prior to the
Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the payment of principal of particular
Securities, and the Securities are hereby subordinated to such prior claim.
When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 501(6) or Section 501(7), the expenses
(including reasonable fees and expenses of its counsel) and the compensation
for the service in connection therewith are intended to constitute expenses of
administration under any applicable Bankruptcy Law.

SECTION 608. Eligibility; Disqualification; Conflicting Interests.

The Trustee shall at all times satisfy the requirements of
Trust Indenture Act Section 310(a)(1). The Trustee shall have a combined
capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition. The Trustee shall comply with Trust
Indenture Act Section 310(b).

SECTION 609. Preferential Collection of Claims Against Companies.

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The Trustee shall comply with Trust Indenture Act Section
311(a), excluding any creditor relationship listed in Trust Indenture Act
Section 311(b). A Trustee who has resigned or been removed shall be subject to
Trust Indenture Act Section 311(a) to the extent indicated therein.

SECTION 610. Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 611.

(b) The Trustee may resign at any time with respect to
the Securities of one or more series by giving written notice thereof to the
Companies. If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

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

(d) If at any time:

(1) the Trustee shall fail to comply with Section 608
after written request therefor by a Company or by any Holder who has
been a bona fide Holder of a Security for at least six months; or

(2) the Trustee shall cease to be eligible under Section
608 and shall fail to resign after written request therefor by the
Companies or by any such Holder of a Security who has been a bona fide
Holder of a Security for at least six months; or

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

then, in any such case, (i) the Companies, each by a Board Resolution, may
remove the Trustee, or (ii) subject to Section 514, any Holder who has been a
bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction

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for the removal of the Trustee and the appointment of a successor Trustee or
Trustees.

(e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Companies,
each by a Board Resolution, shall promptly appoint a successor Trustee or
Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there
shall be only one Trustee with respect to the Securities of any particular
series). If, within one year after such resignation, removal or incapability,
or the occurrence of such vacancy, a successor Trustee with respect to the
Securities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series delivered to
the Companies and the retiring Trustee, the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 611, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Companies with respect to such Securities.
If no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Companies or the Holders and accepted appointment in
the manner required by Section 611, any Holder who has been a bona fide Holder
of a Security of such series for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of
such series.

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

SECTION 611. Acceptance of Appointment by Successor.

(a) Every successor Trustee appointed hereunder shall
execute, acknowledge and deliver to the Companies and to the retiring Trustee
an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on the
request of a Company or the successor Trustee, such retiring Trustee shall,
upon payment of its charges, execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring
Trustee and shall

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duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder.

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

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

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

SECTION 612. Merger, Conversion, Consolidation or Succession to Business.

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

SECTION 613. Appointment of Authenticating Agent.

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

Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or

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consolidation to which such Authenticating Agent shall be a party, or any
corporation succeeding to the corporate agency or corporate trust business of
an Authenticating Agent, shall continue to be an Authenticating Agent, provided
such corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Companies. The Trustee may at
any time terminate the agency of an Authenticating Agent by giving written
notice thereof to such Authenticating Agent and to the Companies. Upon
receiving such notice of resignation or upon such a termination, or in case at
any time such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Companies and shall
provide notice of such appointment to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve, in the manner
provided in Section 106. Any successor Authenticating Agent upon acceptance of
its appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

The Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section, and
the Trustee shall be entitled to be reimbursed for such payments, subject to
the provisions of Section 607.

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

Dated:_________________

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

_____________________________
As Trustee

By____________________________
As Authenticating Agent

By____________________________
Authorized Officer

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANIES

SECTION 701. Companies to Furnish Trustee Names and Addresses of Holders.

The Trust or the Corporation, as the case may be, will furnish
or cause to be furnished to the Trustee:

(a) semi-annually, not later than 15 days after each
Regular Record Date, a list for each series of Securities, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders as of
such Regular Record Date; and

(b) at such other times as the Trustee may request in
writing, within 30 days after the receipt by such Company of any such request,
a list of similar form and content as of a date not more than 15 days prior to
the time such list is furnished; provided, however, that so long as the Trustee
is the Security Registrar, no such list shall be required to be furnished.

SECTION 702. Preservation of Information; Communications to Holders.

(a) The Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 701 and the
names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as
provided in Section 701 upon receipt of a new list so furnished.

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

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

(i) afford such applicants access to the
information preserved at the time by the Trustee in accordance with
Section 702(a); or

(ii) inform such applicants as to the approximate
number of Holders whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with Section
702(a), and as to the approximate cost of mailing to such Holders the
form of proxy or other communication, if any, specified in such
application.

If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder whose name and address appears in the
information preserved at the time by the Trustee in accordance with Section
702(a) a copy of the form of proxy or other communication which is specified in
such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender the
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interest of the Holders or would be in violation of applicable law. Such
written statement shall specify the basis of such opinion. If the Commission,
after opportunity for a hearing upon the objections specified in the written
statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity for
hearing, that all objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such
Holders with reasonable promptness after the entry of such order and the
renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

(c) Every Holder of Securities or Coupons, by receiving
and holding the same, agrees with the Trust or the Corporation, as the case may
be, and the Trustee that neither such Company nor the Trustee nor any agent of
either of them shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Holders in accordance
with Section 702(b), regardless of the source from

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which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
Section 702(b).

SECTION 703. Reports by Trustee.

(a) The Trustee shall transmit to Holders of Securities
such reports concerning the Trustee and its actions under this Indenture as may
be required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto.

(b) A copy of each such report at the time of its
transmission to Holders shall be filed with the Commission and each securities
exchange on which any Securities are listed. The Trust or the Corporation, as
the case may be, agrees promptly to notify the Trustee whenever any Securities
become listed on any securities exchange and of any delisting thereof.

SECTION 704. Reports by Companies.

Each of the Companies shall:

(1) file with the Trustee, within 15 days after such
Company is required to file the same with the Commission, copies of
the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) which such
Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act; or, if such Company
is not required to file information, documents or reports pursuant to
either of said Sections, then it shall file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from
time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to
Section 13 of the Exchange Act in respect of a security listed and
registered on a national securities exchange as may be prescribed from
time to time in such rules and regulations;

(2) file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by
the Commission, such additional information, documents and reports
with respect to compliance by such Company with the conditions and
covenants of this Indenture as may be required from time to time by
such rules and regulations;

(3) transmit by mail to all Holders, as their names and
addresses appear in the Security Register, (a) concurrently with
furnishing the same to its stockholders, such Company's annual report
to stockholders,

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containing certified financial statements, and any other financial
reports which such Company generally furnishes to its stockholders,
and (b) within 30 days after the filing thereof with the Trustee, such
summaries of any other information, documents and reports required to
be filed by such Company pursuant to paragraphs (1) and (2) of this
Section as may be required by rules and regulations prescribed from
time to time by the Commission; and

(4) furnish to the Trustee, on or before May 1 of each
year, a brief certificate from the principal executive officer,
principal financial officer or principal accounting officer as to his
or her knowledge of such Company's compliance with all conditions and
covenants under this Indenture. For purposes of this paragraph, such
compliance shall be determined without regard to any period of grace
or requirement of notice provided under this Indenture. Such
certificate need not comply with Section 102.

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Companies May Consolidate, Etc. on Certain Terms

Neither the Trust or the Corporation, as the case may be,
shall consolidate with, or sell, lease, or convey all or substantially all of
its assets to, or merge with or into, any other Person, unless:

(1) either the Trust or the Corporation, as the case may
be, shall be the continuing entity, or the successor entity (if other
than the Trust or the Corporation, as the case may be) formed by or
resulting from any such consolidation or merger or which shall have
received the transfer of such assets shall be a corporation,
partnership or trust organized and existing under the laws of the
United States of America, any State thereof or the District of
Columbia and shall, by an indenture supplemental hereto executed and
delivered to the Trustee, in form satisfactory to the Trustee,
expressly assume the due and punctual payment of the principal of (and
premium, if any) and interest on all the Securities and the due and
punctual performance and observance of all of the covenants of the
Securities, Coupons and this Indenture on the part of such Company to
be performed or observed Securities, Coupons and this Indenture;

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

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

SECTION 802. Successor Substituted.

Upon any consolidation with or merger with or into, or any
sale, lease or conveyance, of all or substantially all of its assets to, any
Person in accordance with Section 801, the successor Person formed by such
consolidation or into which such Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, such Company under this Indenture with the
same effect as if such successor Person had been named as such Company herein,
and thereafter, except in the case of a lease to another Person, the
predecessor person shall be relieved of all obligations and covenants under
this Indenture, the Securities and the Coupons.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders.

Without the consent of any Holders, the Companies, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another Person to a
Company and the assumption by any such successor of the covenants of
such Company herein and in the Securities; or

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

(3) to add any additional Events of Default for the
benefit of the Holders of all or any series of Securities; or

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(4) to add or change any of the provisions of this
Indenture to such extent as shall be necessary to permit or facilitate
the issuance of, or to liberalize certain terms of, Securities in
bearer form, or to permit or facilitate the issuance of Securities in
uncertificated form and with or without interest coupons;provided,
that such action shall not adversely affect the interests of the
holders of the Securities of any series in any material respect;

(5) to change or eliminate any provisions of this
Indenture in respect of one or more series of Securities, provided
that any such change or elimination shall become effective only when
there is no Security Outstanding of any series or Coupon created prior
to the execution of such supplemental indenture which is entitled to
the benefit of such provision; or

(6) to secure the Securities; or

(7) to establish the form or terms of Securities of any
series as permitted by Sections 201 and 301; or

(8) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the
Securities of one or more series or facilitate the administration of
the trust hereunder by more than one Trustee, pursuant to the
requirements of Section 611(b); or

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

(10) to supplement any of the provisions of this Indenture
to the extent necessary to permit or facilitate the defeasance and
discharge of any series of Securities or of any applicable
Guarantees;provided that such action shall not adversely affect the
interests of the Holders of the Securities of any series in any
material respect.

Upon request of the Companies, accompanied by a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon receipt by the Trustee of the documents described in (and subject to the
last sentence of) Section 903, the Trustee shall join with the Companies in the
execution of any supplemental indenture authorized or permitted by the terms of
this Indenture.

SECTION 902. Supplemental Indentures with Consent of Holders.

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With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to each of the
Companies and the Trustee, the Companies, each when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
and any Coupons under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

(1) change the Stated Maturity of the principal of, or
premium, if any, or any installment of principal of or interest on,
any such Security, or reduce the principal amount thereof or the rate
of interest thereon or any premium payable upon the redemption thereof
or extend the time for payment thereof, or reduce the amount of the
principal of an Original Issue Discount Security that would be due and
payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502 or would be provable in bankruptcy or
adversely affect any right of repayment of the Holder of any such
Security, or change any Place of Payment where, or the coin or
currency in which, any such Security or any premium or the interest
thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or with respect to any such
Security;

(2) reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is
required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver of compliance with certain
provisions of this Indenture or Defaults or Events of Default
hereunder and their consequences or to reduce the quorum or voting
requirements provided for in this Indenture;

(3) modify any of the provisions of this Indenture
relating to the subordination of any Securities issued hereunder
(including Article Fourteen) in a manner adverse to the Holders of
such Securities; or

(4) change the redemption provisions (including Article
Eleven) hereof in a manner adverse to such Holder; or

(5) modify any of the provisions of this Section, or
Section 513, except to increase any such required percentage or to
provide that certain other provisions of this

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Indenture cannot be modified or waived without the consent of the
Holder of each Outstanding Security affected thereby; provided,
howeve, that this clause shall not be deemed to require the consent of
any Holder with respect to changes in the references to "the Trustee"
and concomitant changes in this Section, or the deletion of this
proviso, in accordance with the requirements of Sections 611(b) and
901(8).

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

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

SECTION 903. Execution of Supplemental Indentures.

The Trustee shall sign any supplemental indenture authorized
pursuant to this Article, subject to the last sentence of this Section 903. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 904. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes;
and every Holder of Securities theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.

SECTION 905. Conformity with Trust Indenture Act.

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

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SECTION 906. Reference in Securities to Supplemental Indentures.

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

SECTION 907. Notice of Supplemental Indentures.

Promptly after the execution by each of the Companies and the
Trustee of any supplemental indenture pursuant to Section 902, the Companies
shall transmit to the Holders a notice setting forth the substance of such
supplemental indenture.

ARTICLE TEN

COVENANTS

SECTION 1001. Payments of Securities.

With respect to each series of Securities, the Trust or the
Corporation, as the case may be, covenants and agrees, severally and not
jointly, that it will duly and punctually pay the principal of (and premium, if
any) and interest on such Securities in accordance with the terms of the
Securities or any Coupons appertaining thereto and this Indenture, and will
duly comply with all the other terms, agreements and conditions contained in,
or made in the Indenture for the benefit of, the Securities of such series.
Any interest due on any Bearer Security on or before the maturity thereof shall
be payable only upon presentation and surrender of the Coupons appertaining
thereto for such interest as they severally mature.

SECTION 1002. Maintenance of Office or Agency.

The Trust or the Corporation, as the case may be, will
maintain in each Place of Payment an office or agency where Securities (but not
Bearer Securities, except as otherwise provided below, unless such Place of
Payment is located outside the United States) may be presented or surrendered
for payment, where Securities may be surrendered for registration of transfer
or exchange and where notices and demands to or upon such Company

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in respect of the Securities of that series and this Indenture may be served.
If Securities of a series are issuable as Bearer Securities, the Trust or the
Corporation, as the case may be, shall maintain, subject to any laws or
regulations applicable thereto, an office or agency in a Place of Payment for
such series which is located outside the United States where Securities of such
series and any Coupons appertaining thereto may be presented and surrendered
for payment. The Trust or the Corporation, as the case may be, will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Trust or the
Corporation, as the case may be, shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee, except that Bearer Securities of
such series and any Coupons appertaining thereto may be presented and
surrendered for payment at the place specified for the purpose with respect to
such Securities as provided in or pursuant to this Indenture, and each of the
Trust or the Corporation, as the case may be, hereby appoints the Trustee as
its agent to receive all such presentations, surrenders, notices and demands.

Except as otherwise provided in or pursuant to this Indenture,
no payment of principal (premium, if any) or interest with respect to Bearer
Securities shall be made at any office or agency of the Trust or the
Corporation, as the case may be, in the United States or by check mailed to any
address in the United States by transfer to an account maintained with a bank
located in the United States; provided, however, if amounts owing with respect
to any Bearer Securities shall be payable in U.S. dollars, payment of principal
of (premium, if any) or interest on any such Security may be made at the
Corporate Trust Office of the Trustee or any office or agency designated by the
Trust or the Corporation, as the case may be, in the United States, but only if
payment of the full amount of such principal (premium, if any) or interest at
all offices outside the United States maintained for such purpose by the Trust
or the Corporation, as the case may be, in accordance with the Indenture is
illegal or effectively precluded by exchange controls or other similar
restrictions.

The Trust or the Corporation, as the case may be, may also
from time to time designate one or more other offices or agencies where the
Securities of one or more series may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve
such Company of its obligation to maintain an office or agency in each Place of
Payment for such purposes. The Trust or the Corporation, as the case may be,
will give prompt written

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notice to the Trustee of any such designation or rescission and of any change
in the location of any such other office or agency.

SECTION 1003. Corporate Existence.

Subject to Article Eight hereof, the Trust or the Corporation,
as the case may be, will do or cause to be done all things necessary to
preserve and keep in full force and effect its existence and that of each of
its Subsidiaries and the rights (charter and statutory), licenses and
franchises of such Company and its Subsidiaries; provided, however, that (a)
such Company shall not be required to preserve any such right, license or
franchise or the corporate existence of any of its Subsidiaries if its Board of
Directors, or the board of directors of the Subsidiary concerned, as the case
may be, shall determine that the preservation thereof is no longer desirable in
the conduct of the business of such Company or any of its Subsidiaries, and (b)
nothing herein contained shall prevent any Subsidiary of such Company from
liquidating or dissolving, or merging into, or consolidating with such Company
(provided that such Company shall be the continuing or surviving corporation)
or with any one or more other Subsidiaries if the Board of Directors of a
Company or the board of directors of the Subsidiary concerned, as the case may
be, shall so determine.

SECTION 1004. Payment of Taxes and Other Claims.

The Trust or the Corporation, as the case may be, will pay or
discharge, or cause to be paid or discharged, before the same shall become
delinquent, (1) all material taxes, assessments and governmental charges levied
or imposed upon such Company or any Subsidiary or upon the income, profits or
property of such Company or any Subsidiary, and (2) all lawful claims for
labor, materials and supplies which, if unpaid, might by law become a material
lien upon the property of such Company or any Subsidiary; provided, however,
that such Company shall not be required to pay or discharge or cause to be paid
or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

SECTION 1005. Maintenance of Properties.

The Trust or the Corporation, as the case may be, will cause
all of its material properties used or useful in the conduct of its business or
the business of any of its Subsidiaries to be maintained and kept in good
condition, repair and working order (normal wear and tear excepted) and
supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as
in the judgment of such Company may be necessary, so that the business carried
on in connection

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therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent such Company from
discontinuing the operation or maintenance of any of such properties, or
disposing of any of them, if such discontinuance or disposal is, in the
judgment of its Board of Directors or of the board of directors of the
Subsidiary concerned, as the case may be, desirable in the conduct of the
business of such Company or any Subsidiary of such Company.

SECTION 1006. Insurance.

The Trust or the Corporation, as the case may be, will, and
will cause each of its Subsidiaries to, keep all of its insurable properties
insured against loss or damage at least equal to their then full insurable
value with insurers of recognized responsibility.

SECTION 1007. Compliance Certificates.

(a) The Trust or the Corporation, as the case may be,
shall deliver to the Trustee within 120 days after the end of each
fiscal year of such Company (which fiscal year currently ends on
December 31), an Officer's Certificate stating whether or not the
signer knows of any Default or Event of Default by such Company that
occurred prior to the end of the fiscal year and is then continuing.
If the signer does know of such a Default or Event of Default, the
certificate shall describe each such Default or Event of Default and
its status and the specific section or sections of this Indenture in
connection with which such Default or Event of Default has occurred.
The Trust or the Corporation, as the case may be, shall also promptly
notify the Trustee in writing should such Company's fiscal year be
changed so that the end thereof is on any date other than the date on
which such Company's fiscal year currently ends. The certificate need
not comply with Section 102 hereof, but shall comply with Section
314(a)(4) of the Trust Indenture Act.

(b) The Trust or the Corporation, as the case may be,
shall deliver to the Trustee, within 10 days after the occurrence
thereof, notice of any acceleration which with the giving of notice
and the lapse of time would be an Event of Default within the meaning
of Section 501(4) hereof.

(c) The Trust or the Corporation, as the case may be,
shall deliver to the Trustee within 90 days after the end of each
fiscal year a written statement by such Company's independent
certified public accountants stating (i) that their audit examination
has included a review of the terms of this Indenture and the
Securities as they relate to

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accounting matters and (ii) whether, in connection with their audit
examination, any Default has come to their attention and if such a
Default has come to their attention, specifying the nature and period
of existence thereof and the specific section or sections of this
Indenture in connection with which such Default has occurred;provided
that, without any restriction as to the scope of the audit
examination, such independent certified public accountants shall not
be liable by reason of the failure to obtain knowledge of such Default
that would not be disclosed in the course of an audit examination
conducted in accordance with generally accepted auditing standards.

(d) The Trust or the Corporation, as the case may be,
shall deliver to the Trustee forthwith upon becoming aware of a
Default or Event of Default (but in no event later than 10 days after
the occurrence of each Default or Event of Default that is
continuing), an Officer's Certificate setting forth the details of
such Default or Event of Default and the action that such Company
proposes to take with respect thereto and the specific section or
sections of this Indenture in connection with which such Default or
Event of Default has occurred.

SECTION 1008. Commission Reports.

(a) The Companies shall file with the Trustee, within 15 days
after filing them with the Commission, copies of the quarterly and
annual reports and of the information, documents, and other reports
(or copies of such portions of any of the foregoing as the Commission
may by rules and regulations prescribe) which the Companies are
required to file with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act. If the Companies are not subject to the
requirements of such Section 13 or 15(d) of the Exchange Act, the
Companies shall file with the Trustee, within 15 days after they would
have been required to file such information with the Commission,
financial statements, including any notes thereto and, with respect to
annual reports, an auditors' report by an accounting firm of
established national reputation and a "Management's Discussion and
Analysis of Financial Condition and Results of Operations," both
comparable to that which the Companies would have been required to
include in such annual reports, information, documents or other
reports if the Companies had been subject to the requirements of such
Sections 13 or 15(d) of the Exchange Act. The Companies also shall
comply with the other provisions of Section 314(a) of the Trust
Indenture Act.

(b) So long as the Securities remain outstanding, the
Companies shall cause their annual report to stockholders

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and any other financial reports furnished by them to stockholders
generally, to be mailed to the Holders at their addresses appearing in
the register of Securities maintained by the Security Registrar in
each case at the time of such mailing or furnishing to stockholders.
If the Companies are not required to furnish annual or quarterly
reports to their stockholders pursuant to the Exchange Act, the
Companies shall cause their financial statements, including any notes
thereto and, with respect to annual reports, an auditors' report by an
accounting firm of established national reputation and a "Management's
Discussion and Analysis of Financial Condition and Results of
Operations," to be so filed with the Trustee and mailed to the Holders
within 90 days after the end of each of the Companies' fiscal years
and within 45 days after the end of each of the first three quarters
of each fiscal year.

(c) The Companies shall provide the Trustee with a sufficient
number of copies of all reports and other documents and information
that the Companies may be required to deliver to the Holders under
this Section 1008.

SECTION 1009. Waiver of Stay, Extension or Usury Laws.

The Trust or the Corporation, as the case may be, covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim, and will actively resist any
and all efforts to be compelled to take the benefit or advantage of, any stay
or extension law or any usury law or other law, which would prohibit or forgive
such Company from paying all or any portion of the principal of and/or interest
on the Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of
this Indenture; and (to the extent that it may lawfully do so) each such
Company hereby expressly waives all benefit or advantage of any such law, and
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

SECTION 1010. Money for Securities Payments to Be Held in Trust.

If the Trust or the Corporation, as the case may be, shall at
any time act as its own Paying Agent with respect to any series of Securities,
it will, on or before each due date of the principal of (and premium, if any)
or interest on any of the Securities of that series, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal (and premium, if any) or interest so becoming due until such sums
shall be paid to such Persons or otherwise

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disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

Whenever the Trust or the Corporation, as the case may be,
shall have one or more Paying Agents for any series of Securities and any
Coupons appertaining thereto, it will, one Business Day prior to each due date
of the principal of (and premium, if any) or interest on any Securities of that
series, deposit with a Paying Agent a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal (premium, if any) or
interest, and (unless such Paying Agent is the Trustee) such Company will
promptly notify the Trustee of its action or failure to so act.

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

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

(2) give the Trustee notice of any default by the Trust
or the Corporation, as the case may be (or any other obligor upon the
Securities of that series), in the making of any payment of principal
(and premium, if any) or interest on the Securities of that series;
and

(3) at any time during the continuance of any such
default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent for payment in
respect of the Securities of that series.

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

Any money deposited with the Trustee or any Paying Agent, or
then held by the Trust or the Corporation, as the case

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

SECTION 1011. Additional Amounts.

If any Securities of a series provide for the payment of
Additional Amounts, the Trust or the Corporation, as the case may be, will pay
to the Holder of any Security of any such series or any Coupon appertaining
thereto Additional Amounts as may be specified as contemplated by Section 301.
Whenever in this Indenture there is mentioned, in any context except in the
case of Section 502(1), the payment of the principal of (and premium, if any)
or interest on, or in respect of, any Security of any series or payment of any
related Coupon or the net proceeds received on the sale or exchange of any
Security of any series, such mention shall be deemed to include mention of the
payment of Additional Amounts provided by the terms of such series established
pursuant to Section 301 to the extent that, in such context, Additional Amounts
are, were or would be payable in respect thereof pursuant to such terms and
express mention of the payment of Additional Amounts (if applicable) in any
provisions hereof shall not be construed as excluding Additional Amounts in
those provisions hereof where such express mention is not made.

Except as otherwise specified as contemplated by Section 301,
if the Securities of a series provide for the payment of Additional Amounts, at
least 10 days prior to the first Interest Payment Date with respect to that
series of Securities (of if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal (and
premium, if any) is made), and at least 10 days prior to each date of payment
of principal (and premium, if any) or interest if there has been any change
with respect to the matters set forth in the below-mentioned Officers'
Certificate,

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the Trust or the Corporation, as the case may be, will furnish the Trustee and
such Company's principal Paying Agent or Paying Agents, if other than the
Trustee, with an Officers' Certificate instructing the Trustee and such Paying
Agent or Paying Agents whether such payment of principal of (and premium, if
any) or interest on the Securities of that series shall be made to Holders of
Securities of that series or any related Coupons who are not United States
persons without withholding for on account of any tax, assessment or other
governmental charge described in the Securities of the series. If any such
withholding shall be required, then such Officers' Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such
Holders of Securities of that series or related Coupons and the Trust or the
Corporation, as the case may be, will pay to the Trustee or such Paying Agent
the Additional Amounts required by the terms of such Securities. If the
Trustee or any Paying Agent, as the case may be, shall not so receive the
above-mentioned certificate, then the Trustee or such Paying Agent shall be
entitled (i) to assume that no such withholding or deduction is required with
respect to any payment of principal or interest with respect to any Securities
of a series or related Coupons until it shall have received a certificate
advising otherwise and (ii) to make all payments of principal and interest with
respect to the Securities of a series or related Coupons without withholding or
deductions until otherwise advised. The Trust or the Corporation, as the case
may be, covenants to indemnify the Trustee and any Paying Agent for, and to
hold them harmless against, any loss, liability or expense reasonably incurred
without negligence or bad faith on its part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officers'
Certificate furnished pursuant to this Section or in reliance on such Company's
not furnishing such an Officers' Certificate.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article.

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

SECTION 1102. Election to Redeem; Notice to Trustee.

The election of the Trust or the Corporation, as the case may
be, to redeem any Securities shall be evidenced by a

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Board Resolution. In case of any redemption at the election of the Trust or
the Corporation, as the case may be, of less than all the Securities of any
series, such Company shall, at least 45 days prior to the Redemption Date fixed
by such Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Trust or the Corporation, as the case may be, shall furnish the Trustee with an
Officer's Certificate evidencing compliance with such restriction.

SECTION 1103. Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities of any series are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 90 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, substantially
pro rata, by lot or by any other method as the Trustee considers fair and
appropriate and that complies with the requirements of the principal national
securities exchange, if any, on which such Securities are listed, and which may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Securities of that series or any integral multiple
thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series;
provided that in case the Securities of such series have different terms and
maturities, the Securities to be redeemed shall be selected by the Trust or the
Corporation, as the case may be, and such Company shall give notice thereof to
the Trustee.

The Trustee shall promptly notify the Trust or the
Corporation, as the case may be, in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed.

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

SECTION 1104. Notice of Redemption.

Notice of redemption shall be given in the manner provided in
Section 106, not less than 30 nor more than 45 days

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prior to the Redemption Date, to each Holder of Securities to be redeemed.

All notices of redemption shall state:

(1) the Redemption Date;

(2) the Redemption Price;

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

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

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

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

(7) that, unless otherwise specified in such notice,
Bearer Securities of any series, if any, surrendered for redemption
must be accompanied by all Coupons maturing subsequent to the date
fixed for redemption or the amount of any such missing Coupon or
Coupons will be deducted from the Redemption Price, unless security or
indemnity satisfactory to the Trust or the Corporation, as the case
may be, the Trustee and any Paying Agent is furnished;

(8) if Bearer Securities of any series are to be redeemed
and any Registered Securities of such series are not being redeemed,
and if such Bearer Securities may be exchanged for Registered
Securities not subject to redemption on the Redemption Date pursuant
to Section 305 or otherwise, the last date, as determined by the Trust
or the Corporation, as the case may be, on which such exchanges may be
made, and

(9) the CUSIP number, if any, of the Securities to be
redeemed.

Notice of redemption of Securities to be redeemed at the
election of the Trust or the Corporation, as the case may be,

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shall be given by such Company or, at such Company's request, by the Trustee in
the name and at the expense of such Company.

SECTION 1105. Deposit of Redemption Price.

Prior to any Redemption Date, the Trust or the Corporation, as
the case may be, shall deposit with the Trustee or with a Paying Agent (or, if
such Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1010) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.

SECTION 1106. Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Trust or the Corporation, as the case may be, shall default in the
payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest and Coupons for such interest appertaining to any Bearer
Securities to be redeemed, except as provided below, shall be void. Upon
surrender of any such Security for redemption in accordance with said notice,
together with all Coupons such Security shall be paid by the Trust or the
Corporation, as the case may be, at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Regular
or Special Record Dates according to their terms and the provisions of Section
307; and provided, further, that installments of interest on Bearer Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable
only upon presentation and surrender of Coupons for such interest at an office
or agency located outside of the United States except as otherwise provided in
Section 1002.

If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing Coupons, or the surrender of such
missing Coupon or Coupons may be waived by the Trust or the Corporation, as the
case may be, and the Trustee if there be furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless. If thereafter the Holder of such Security shall surrender to the
Trustee or any Paying Agent any such missing Coupon in respect of which a
deduction shall have

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been made from the Redemption Price, such Holder shall be entitled to receive
the amount so deducted; provided, however, that any interest represented by
Coupons shall be payable only upon presentation and surrender of those Coupons
at an office or agency for such Security located outside of the United States
except as otherwise provided in Section 1002.

If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security.

SECTION 1107. Securities Redeemed in Part.

Any Registered Security which is to be redeemed only in part
shall be surrendered at an office or agency of the Trust or the Corporation, as
the case may be, at a Place of Payment therefor (with, if such Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to such Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing), and such Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such
Registered Security without service charge, a new Registered Security or
Registered Securities of the same series and Stated Maturity, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of the
Registered Security so surrendered.

ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. Applicability of Article.

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

The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "MANDATORY
SINKING FUND PAYMENT," and any payment in excess of such minimum amount
provided for by the terms of Securities of any series is herein referred to as
an "OPTIONAL SINKING FUND PAYMENT." If provided for by the terms of Securities
of any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 1202. Each sinking fund payment shall be
applied to the redemption of

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Securities of any series as provided for by the terms of Securities of such
series.

SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.

The Trust or the Corporation, as the case may be, (1) may
deliver Securities of a series (other than any Securities previously called for
redemption), together in the case of any Bearer Securities for such series with
all unmatured Coupons appertaining thereto and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of such
Company, pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such Securities have not been previously so credited.
Such Securities shall be received and credited for such purpose by the Trustee
at the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

SECTION 1203. Redemption of Securities for Sinking Fund.

Not less than 45 days prior to each sinking fund payment date
for any series of Securities, the Trust or the Corporation, as the case may be,
will deliver to the Trustee an Officer's Certificate specifying the amount of
the next ensuing sinking fund payment for that series pursuant to the terms of
that series, the portion thereof, if any, which is to be satisfied by payment
of cash and the portion thereof, if any, which is to be satisfied by delivering
and crediting Securities of that series pursuant to Section 1202 and will also
deliver to the Trustee any Securities to be so delivered (which have not been
previously delivered). Not less than 30 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Trust or the Corporation, as the case may be, in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.

ARTICLE THIRTEEN

DEFEASANCE AND COVENANT DEFEASANCE

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SECTION 1301. Applicability of Article; Companies' Option to Effect
Defeasance or Covenant Defeasance.

Unless pursuant to Section 301 provision is made for the
inapplicability of either or both of (a) defeasance of the Securities of a
series under Section 1302 or (b) covenant defeasance of the Securities of a
series under Section 1303, then the provisions of such Section or Sections, as
the case may be, together with the other provisions of this Article, shall be
applicable to the Securities of such series, and the Trust or the Corporation,
as the case may be, may at their option, by Board Resolution, at any time, with
respect to the Securities of such series, elect to have either Section 1302
(unless inapplicable) or Section 1303 (unless inapplicable) be applied to the
Outstanding Securities of such series upon compliance with the applicable
conditions set forth below in this Article.

SECTION 1302. Defeasance and Discharge.

Upon the exercise of the option provided in Section 1301 to
defease the Outstanding Securities of a particular series and any Coupons
appertaining thereto, the Trust or the Corporation, as the case may be, shall
be discharged from its obligations with respect to the Outstanding Securities
of such series and any Coupons appertaining thereto on the date the applicable
conditions set forth in Section 1304 are satisfied (hereinafter, "DEFEASANCE").
Defeasance shall mean that the Trust or the Corporation, as the case may be,
shall be deemed to have paid and discharged the entire indebtedness represented
by the Outstanding Securities of such series and any Coupons appertaining
thereto and to have satisfied all its other obligations under such Securities
and any Coupons appertaining thereto and this Indenture insofar as such
Securities and any Coupons appertaining thereto are concerned (and the Trustee,
at the expense of such Company, shall execute proper instruments acknowledging
the same); provided, however, that the following rights, obligations, powers,
trusts, duties and immunities shall survive until otherwise terminated or
discharged hereunder: (A) the rights of Holders of Outstanding Securities of
such series and any Coupons appertaining thereto to receive, solely from the
trust fund provided for in Section 1304, payments in respect of the principal
of (and premium, if any) and interest on such Securities and any Coupons
appertaining thereto when such payments are due, (B) such Company's obligations
with respect to such Securities and any Coupons appertaining thereto under
Sections 304, 305, 306, 1002 and 1010, (C) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and (D) this Article. Subject to
compliance with this Article, the Trust or the Corporation, as the case may be,
may exercise their option with respect to defeasance under this Section 1302
notwithstanding the prior exercise of their option with respect

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to covenant defeasance under Section 1303 in regard to the Securities of such
series and any Coupons appertaining thereto.

SECTION 1303. Covenant Defeasance.

Upon the exercise of the option provided in Section 1301 to
obtain a covenant defeasance with respect to the Outstanding Securities of a
particular series and any Coupons appertaining thereto, the Trust or the
Corporation, as the case may be, shall be released from its obligations under
this Indenture (except its obligations under Sections 304, 305, 306, 506, 509,
610, 1001, 1002, 1005 and 1010) with respect to the Outstanding Securities of
such series on and after the date the applicable conditions set forth in
Section 1304 are satisfied (hereinafter, "COVENANT DEFEASANCE"). Covenant
defeasance shall mean that, with respect to the Outstanding Securities of such
series, the Trust or the Corporation, as the case may be, may omit to comply
with and shall have no liability in respect of any term, condition or
limitation set forth in this Indenture (except its obligations under Sections
304, 305, 306, 506, 509, 610, 1001, 1002, 1005 and 1010), whether directly or
indirectly by reason of any reference elsewhere herein or by reason of any
reference to any other provision herein or in any other document, and such
omission to comply shall not constitute an Event of Default under Section
501(4) with respect to Outstanding Securities of such series, and the remainder
of this Indenture and of the Securities of such series shall be unaffected
thereby.

SECTION 1304. Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to defeasance under
Section 1302 and covenant defeasance under Section 1303 with respect to the
Outstanding Securities of a particular series:

(1) the Trust or the Corporation, as the case may
be, shall irrevocably have deposited or caused to be deposited
with the Trustee (or another trustee satisfying the
requirements of Section 608 who shall agree to comply with the
provisions of this Article applicable to it), under the terms
of an irrevocable trust agreement in form and substance
reasonably satisfactory to such Trustee, as trust funds in
trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to,
the benefit of the Holders of such Securities and any Coupons
appertaining thereto, (A) funds in such currency or
currencies, currency unit or units or composite currency or
currencies in which such securities are payable in an amount,
or (B) Government Obligations which through the scheduled
payment of principal and interest in respect thereof in
accordance

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with their terms will provide, not later than the due date of
any payment, money in an amount, or (C) a combination thereof,
in each case sufficient, after payment of all Federal, State
and local taxes or other charges or assessments in respect
thereof payable by the Trustee, in the opinion of a nationally
recognized firm of independent public accountants expressed in
a written certification thereof delivered to the Trustee, to
pay and discharge, and which shall be applied by the Trustee
(or other qualifying trustee) to pay and discharge, (i) the
principal of (and premium, if any, on) and each installment of
principal of (and premium, if any) and interest on the
Outstanding Securities of such series and any Coupons
appertaining thereto on the Stated Maturity of such principal
or installment of principal or interest and (ii) any mandatory
sinking fund payments or analogous payments applicable to the
Outstanding Securities of such series and any Coupons
appertaining thereto on the day on which such payments are due
and payable in accordance with the terms of this Indenture and
of such Securities and any Coupons appertaining thereto.

(2) No Default or Event of Default with respect
to the Securities of such series shall have occurred and be
continuing on the date of such deposit or shall occur as a
result of such deposit, and no Default or Event of Default
under clause (6) or (7) of Section 501 hereof shall occur and
be continuing, at any time during the period ending on the
91st day after the date of such deposit (it being understood
that this condition shall not be deemed satisfied until the
expiration of such period).

(3) Such deposit, defeasance or covenant
defeasance shall not result in a breach or violation of, or
constitute a default under, any other agreement or instrument
to which the defeasing Company is a party or by which it is
bound.

(4) Such defeasance or covenant defeasance shall
not cause any Securities of such series then listed on any
national securities exchange registered under the Exchange Act
to be delisted.

(5) In the case of an election with respect to
Section 1302, the Trust or the Corporation, as the case may
be, shall have delivered to the Trustee either (A) a ruling
directed to the Trustee received from the Internal Revenue
Service to the effect that the Holders of the Outstanding
Securities of such series will not recognize income, gain or
loss for Federal income tax

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purposes as a result of such defeasance and will be subject to
Federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such
defeasance had not occurred or (B) an Opinion of Counsel,
based on such ruling or on a change in the applicable Federal
income tax law since the date of this Indenture, in either
case to the effect that, and based thereon such opinion shall
confirm that, the Holders of the Outstanding Securities of
such series will not recognize income, gain or loss for
Federal income tax purposes as a result of such defeasance and
will be subject to Federal income tax on the same amounts, in
the same manner and at the same times as would have been the
case if such defeasance had not occurred.

(6) In the case of an election with respect to
Section 1303, the Trust or the Corporation, as the case may
be, shall have delivered to the Trustee an Opinion of Counsel
or a ruling directed to the Trustee received from the Internal
Revenue Service to the effect that the Holders of the
Outstanding Securities of such series will not recognize
income, gain or loss for Federal income tax purposes as a
result of such covenant defeasance and will be subject to
Federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such covenant
defeasance had not occurred.

(7) Such defeasance or covenant defeasance shall
be effected in compliance with any additional terms,
conditions or limitations which may be imposed on the Trust or
the Corporation, as the case may be, in connection therewith
pursuant to Section 301.

(8) The Trust or the Corporation, as the case may
be, shall have delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to either the
defeasance under Section 1302 or the covenant defeasance under
Section 1303 (as the case may be) have been complied with.

SECTION 1305. Deposited Money and Government Obligations To Be Held In
Trust.

Subject to the provisions of the last paragraph of Section
1010, all money and Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee--collectively for
purposes of this Section 1305, the "Trustee") pursuant to Section 1304 in
respect of the Outstanding Securities of a particular series and any Coupons
appertaining

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thereto shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and any Coupons appertaining thereto and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Trust or the Corporation, as the case may be, acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities
and any Coupons appertaining thereto of all sums due and to become due thereon
in respect of principal (and premium, if any) and interest, but such money need
not be segregated from other funds except to the extent required by law.

If the Trust or the Corporation, as the case may be, have
deposited funds and/or Government Obligations to effect defeasance or covenant
defeasance with respect to Securities of any series, (a) the Holder of a
Security of such series is entitled to, and does elect pursuant to the
applicable Indenture or the terms of such Security to receive payment in a
currency, currency unit or composite currency other than that in which such
deposit has been made in respect of such Security, or (b) a Conversion Event
(as defined below) occurs in respect of the currency, currency unit or
composite currency in which such deposit has been made, the indebtedness
represented by such Security shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium,
if any) and interest on such Security as they become due out of the proceeds
yielded by converting the amount so deposited in respect of such Security into
the currency, currency unit or composite currency in which such Security
becomes payable as a result of such election or such Conversion Event based on
the applicable market exchange rate. "Conversion Event" means the cessation of
use of (i) a currency, currency unit or composite currency both by the
government of the country which issued such currency and for the settlement of
transactions by a central bank or other public institution of or within the
international banking community, (ii) the ECU both within the European Monetary
System and for the settlement of transactions by public institutions of or
within the European Community or (iii) any currency unit or composite currency
other than the ECU for the purposes for which it was established. Unless
otherwise provided in accordance with Section 301, all payments of principal of
(and premium, if any) and interest on any Security that is payable in a foreign
currency that ceases to be used by its government of issuance shall be made in
U.S. dollars.

The Trust or the Corporation, as the case may be, shall pay
and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the Government Obligations deposited pursuant to Section 1304
or the principal and interest received in respect thereof, other than any such
tax, fee or other charge which by law is for the account of the Holders of the
Outstanding Securities of such series and any Coupons appertaining thereto.

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Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Trust or the Corporation, as the case may
be, from time to time upon Company Request any money or Government Obligations
held by it as provided in Section 1304 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited for the purpose for which
such money or Government Obligations were deposited.

SECTION 1306. Reinstatement.

If the Trustee or the Paying Agent is unable to apply any
money in accordance with this Article with respect to the Securities of any
series and any Coupons appertaining thereto by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the obligations of the Trust or the
Corporation, as the case may be, under this Indenture and the Securities of
such series and any Coupons appertaining thereto shall be revived and
reinstated as though no deposit had occurred pursuant to this Article with
respect to Securities of such series or any Coupons appertaining thereto until
such time as the Trustee or Paying Agent is permitted to apply all money held
in trust pursuant to Section 1305 with respect to Securities of such series and
any Coupons appertaining thereto in accordance with this Article; provided,
however, that if the Trust or the Corporation, as the case may be, make any
payment of principal of (or premium, if any) or interest on any Security of
such series or any Coupons appertaining thereto following the reinstatement of
its obligations, such Company shall be subrogated to the rights of the Holders
of Securities of such series and any Coupons appertaining thereto to receive
such payment from the money so held in trust.

ARTICLE FOURTEEN

SUBORDINATION OF SECURITIES

SECTION 1401. Applicability of Article.

The provisions of this Article shall be applicable to
Securities of any series which are Subordinated Indebtedness, except as
otherwise specified as contemplated by Section 301 for Securities of such
series.

SECTION 1402. Securities Subordinate to Senior Indebtedness.

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The Trust or the Corporation, as the case may be, covenants
and agrees, and each Holder of a Security or Coupon, by his or her acceptance
thereof, likewise covenants and agrees, that, to the extent and in the manner
hereinafter set forth in this Article, the indebtedness represented by the
Securities and any Coupons appertaining thereto and the payment of the
principal of (and premium, if any) and interest on each and all of the
Securities or Coupons are hereby expressly made subordinate and subject in
right of payment to the prior payment in full of all Senior Indebtedness.

SECTION 1403. Payment Over of Proceeds Upon Dissolution, Etc.

In the event of (a) any insolvency or bankruptcy case or
proceeding, or any receivership, liquidation, reorganization or other similar
case or proceeding in connection therewith, relative to the Trust or the
Corporation as the case may be, or to its creditors, as such, or to its assets,
or (b) any liquidation, dissolution or other winding up of the Trust or the
Corporation, as the case may be, whether voluntary or involuntary and whether
or not involving insolvency or bankruptcy, or (c) any assignment for the
benefit of a creditors or any other marshalling of assets and liabilities of
the Trust or the Corporation, as the case may be, then and in any such event
the holders of Senior Indebtedness shall be entitled to receive payment in full
of all amounts due or to become due on or in respect of all Senior Indebtedness
before the Holders of the Securities are entitled to receive any payment on
account of principal of (or premium, if any) or interest on the Securities, and
to that end the holders of Senior Indebtedness shall be entitled to receive,
for application to the payment thereof, any payment or distribution of any kind
or character, whether in cash, property or securities, including any such
payment or distribution which may be payable or deliverable by reason of the
payment of any other indebtedness of such Company being subordinated to the
payment of the Securities or Coupons, which may be payable or deliverable in
respect of the Securities or Coupons in any such case, proceeding, dissolution,
liquidation or other winding up or event.

In the event that, notwithstanding the foregoing provisions of
this Section, the Trustee or the Holder of any Security or Coupon shall have
received any payment or distribution of assets of the Trust or the Corporation,
as the case may be, of any kind or character, whether in cash, property or
securities, including any such payment or distribution which may be payable or
deliverable by reason of the payment of any other indebtedness of such Company
being subordinated to the payment of the Securities or Coupons, before all
Senior Indebtedness is paid in full, and if such fact shall, at or prior to the
time of such payment or distribution, have been made known to the Trustee or,
as the case may be, such Holder, then and in such event such payment or
distribution shall be paid over or

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delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment or
distribution of assets of such Company for application to the payment of all
Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior
Indebtedness in full, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

For purposes of this Article only, the words "cash, property
or securities" shall not be deemed to include shares of stock or beneficial
interest of the Trust or the Corporation, as the case may be, as reorganized or
readjusted, or securities of such Company or any other corporation provided for
by a plan of reorganization or readjustment which are subordinated in right of
payment to all Senior Indebtedness which may at the time be outstanding to
substantially the same extent as, or to a greater extent than, the Securities
and Coupons are so subordinated as provided in this Article. The consolidation
of the Trust or the Corporation, as the case may be, with, or the merger of
such Company into, another Person or the liquidation or dissolution of such
Company following the conveyance or transfer of its properties and assets
substantially as an entirety to another Person upon the terms and conditions
set forth in Article Eight shall not be deemed a dissolution, winding up,
liquidation, reorganization, assignment for the benefit of creditors or
marshalling of assets and liabilities of such Company for the purposes of this
Section if the Person formed by such consolidation or into which such Company
is merged or the Person which acquires by conveyance or transfer such
properties and assets substantially an entirety, as the case may be, shall, as
a part of such consolidation, merger, conveyance or transfer, comply with the
conditions set forth in Article Eight.

SECTION 1404. Prior Payment to Senior Indebtedness Upon Acceleration of
Securities.

In the event that any Securities or Coupons are declared due
and payable before their Stated Maturity, then and in such event the holders of
the Senior Indebtedness shall be entitled to receive payment in full of all
amounts due on or in respect of all Senior Indebtedness before the Holders of
the Securities or Coupons are entitled to receive any payment (including any
payment which may be payable by reason of the payment of any other indebtedness
of the Trust or the Corporation, as the case may be, being subordinated to the
payment of the Securities or Coupons) by the Trust or the Corporation, as the
case may be, on account of the principal of (or premium, if any) or interest on
the Securities or Coupons or on account of the purchase or other acquisition of
Securities or Coupons.

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In the event that, notwithstanding the foregoing, the Trust or
the Corporation, as the case may be, shall make any payment to the Trustee or
the Holder of any Security or Coupon prohibited by the foregoing provisions of
this Section, and if such fact shall at or prior to the time of such payment,
have been made known to the Trustee or, as the case may be, such Holder, then
in such event such payment shall be paid over and delivered forthwith to such
Company.

The provisions of this Section shall not apply to any payment
with respect to which Section 1403 would be applicable.

SECTION 1405. No Payment When Senior Indebtedness in Default.

(a) In the event and during the continuation of any default
in the payment of principal of (or premium, if any) or interest on any Senior
Indebtedness beyond any applicable grace period with respect thereto, or in the
event that any event of default with respect to any Senior Indebtedness shall
have occurred and be continuing permitting the holders of such Senior
Indebtedness (or a trustee on behalf of the holders thereof) to declare such
Senior Indebtedness due and payable prior to the date on which it would
otherwise have become due and payable, and unless and until such default in
payment or event of default shall have been cured or waived or shall have
ceased to exist or unless judicial proceedings with respect thereto have not
been commenced within 150 days after such default in payment or event of
default, or (b) in the event any judicial proceeding shall be pending with
respect to any such default in payment or event of default, then no payment
(including any payment which may be payable by reason of the payment of any
other indebtedness of the Trust or the Corporation, as the case may be, being
subordinated to the payment of the Securities or Coupons) shall be made by the
Trust or the Corporation, as the case may be, on account of principal of (or
premium, if any) or interest on the Securities or Coupons or on account of the
purchase or other acquisition of Securities or Coupons.

In the event that, notwithstanding the foregoing, the Trust or
the Corporation, as the case may be, shall make any payment to the Trustee or
the Holder of any Security of Coupon prohibited by the forgoing provisions of
this Section, and if such fact shall, at or prior to the time of such payment,
have been made known to the Trustee or, as the cause may be, such Holder, then
and in such event such payment shall be paid over and delivered forthwith to
such Company.

The provisions of this Section shall not apply to any payment
with respect to which Section 1403 would be applicable.

SECTION 1406. Payment Permitted if No Default.

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Nothing contained in this Article or elsewhere in this
Indenture or in any of the Securities shall prevent (a) the Trust or the
Corporation, as the case may be, at any time except during the pendency of any
case, proceeding, dissolution, liquidation or other winding up, assignment for
the benefit of creditors or other marshalling of assets and liabilities of such
Company referred to in Section 1403 or under the conditions described in
Section 1404 or 1405, from making payments at any time of principal of (or
premium, if any) or interest on the Securities or Coupons, or (b) the
application by the Trustee of any money deposited with it hereunder to the
payment of or on account of the principal (or premium, if any) or interest on
the Securities or Coupons or the retention of such payment by the Holders, if,
at the time of such application by the Trustee, it did not have knowledge, as
provided in Section 1411, that such payment would have been prohibited by the
provisions of this Article.

SECTION 1407. Subrogation to Rights of Holders of Senior Indebtedness.

Subject to the payment in full of all Senior Indebtedness, the
Holders of the Securities and Coupons shall be subrogated (equally and ratably
with the holders of all indebtedness of the Trust or the Corporation, as the
case may be, which by its express terms is subordinated to indebtedness of such
Company to substantially the same extent as the Securities and Coupons are
subordinated and is entitled to like rights of subrogation) to the rights of
the holders of such Senior Indebtedness to receive payments and distributions
of cash, property and securities applicable to the Senior Indebtedness until
the principal of (and premium, if any) and interest on the Securities and
Coupons shall be paid in full. For purposes of such subrogation, no payments
or distributions to the holders of the Senior Indebtedness of any cash,
property or securities to which the Holders of the Securities or the Trustee
would be entitled except for the provisions of this Article, and no payments
over pursuant to the provisions of this Article to the holders of Senior
Indebtedness by Holders of the Securities or Coupons or the Trustee, shall, as
among the Trust or the Corporation, as the case may be, its creditors other
than holders of Senior Indebtedness and the Holders, be deemed to be a payment
or distribution by such Company to or on account of the Senior Indebtedness.

SECTION 1408. Provisions Solely to Define Relative Rights.

The provisions of this Article are and are intended solely for
the purpose of defining the relative rights of the Holders on the one hand and
the holders of Senior Indebtedness on the other hand. Nothing contained in
this Article or elsewhere in this Indenture or in the Securities or Coupons is
intended to or shall (a) impair, as among the Trust or the Corporation, as

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100

the case may be, its creditors other than holders of Senior Indebtedness and
the Holders, the obligation of such Company, which is absolute and
unconditional (and which, subject to the rights under this Article of the
holders of Senior Indebtedness, is intended to the fullest extent permitted by
law to rank equally with all other general obligations of such Company), to pay
to the Holders of the Securities and Coupons the principal of (or premium, if
any) and interest on the Securities and Coupons as and when the same shall
become due and payable in accordance with their terms; or (b) affect the
relative rights against such Company of the Holders and creditors of such
Company other than the holders of Senior Indebtedness; or (c) prevent the
Trustee or the Holder from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if
any, under this Article of the holders of Senior Indebtedness to receive cash,
property and securities otherwise payable or deliverable to the Trustee or such
Holder.

SECTION 1409. Trustee to Effectuate Subordination.

Each Holder of a Security or Coupon by his or her acceptance
thereof authorizes and directs the Trustee on his or her behalf to take such
action as may be necessary or appropriate to effectuate the subordination
provided in this Article and appoints the Trustee his or her attorney-in-fact
for any and all such purposes.

SECTION 1410. No Waiver of Subordination Provisions.

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

Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Securities or Coupons, without incurring responsibility to the Holders of the
Securities or Coupons and without impairing or releasing the subordination
provided in this Article or the obligations hereunder of the Holders of the
Securities or Coupons to the holders of Senior Indebtedness, do any one or more
of the following: (i) change the manner, place or terms of payment or extend
the time of payment of, or renew or alter, Senior Indebtedness, or otherwise
amend or supplement in any manner Senior Indebtedness or any instrument
evidencing the same or any agreement under which Senior

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101

Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal
with any property pledged, mortgaged or otherwise securing Senior Indebtedness;
(iii) release any Person liable in any manner for the collection of Senior
Indebtedness; and (iv) exercise or refrain from exercising any rights against
the Companies or any other Person.

SECTION 1411. Notice to Trustee.

The Trust or the Corporation, as the case may be, shall give
prompt written notice to the Trustee of any fact known to such Company which
would prohibit the making of any payment to or by the Trustee in respect of the
Securities or Coupons. Notwithstanding the provisions of this Article or any
other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee in respect of the Securities or Coupons, unless
and until the Trustee shall have received written notice thereof from the Trust
or the Corporation, as the case may be, or a holder of Senior Indebtedness or
from any trustee therefor; and, prior to the receipt for any such written
notice, the Trustee, subject to the provisions of Section 601, shall be
entitled in all respects to assume that no such facts exist; provided, however,
that if the Trustee shall not have received the notice provided for in this
Section 1411 at least three Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of (or premium if any) or interest on
any Security or Coupon), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive
such money and to apply the same to the purpose for which such money was
received and shall not be affected by any notice to the contrary which may be
received by it during or after such three Business Day period.

Subject to the provisions of Section 601, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself or herself to be a holder of Senior Indebtedness (or a
trustee therefor) to establish that such notice has been given by a holder of
Senior Indebtedness (or a trustee therefor). In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior Indebtedness to participate in any
payment or distribution pursuant to this Article, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article, and if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial

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determination as to the right of such Person to receive such payment.

SECTION 1412. Reliance on Judicial Order or Certificate of Liquidating
Agent.

Upon any payment or distribution of assets of the Trust or the
Corporation, as the case may be, referred to in this Article, the Trustee,
subject to the provisions of Section 601, and the Holders of the Securities and
Coupons shall be entitled to rely upon any order or decree entered by any court
of competent jurisdiction in which such insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding up or similar case or
proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or
the Holders of Securities or Coupons, for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of
the Senior Indebtedness and other indebtedness of such Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article.

SECTION 1413. Trustee Not Fiduciary for Holders of Senior Indebtedness.

The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness and shall not be liable to any such holders
if it shall in good faith mistakenly pay over or distribute to Holders of
Securities or Coupons or to the Trust or the Corporation, as the case may be,
or to any other Person cash, property or securities to which any holders of
Senior Indebtedness shall be entitled by virtue of this Article or otherwise.

SECTION 1414. Rights of Trustee as Holder of Senior Indebtedness;
Preservation of Trustee's Rights.

The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any Senior
Indebtedness which may at any time be held by it, to the same extent as any
other holder of Senior Indebtedness, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.

Nothing in this Article shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 607.

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SECTION 1415. Article Applicable to Paying Agents.

In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Trust or the Corporation, as the case may be,
and be then acting hereunder, the term "Trustee" as used in this Article shall
in such case (unless the context otherwise requires) be construed as extending
to and including such Paying Agent within its meaning as fully for all intents
and purposes as if such Paying Agent were named in this Article in addition to
or in place of the Trustee; provided, however, that Section 1414 shall not
apply to such Company or any Affiliate of such Company if it or such Affiliate
acts as Paying Agent.

ARTICLE FIFTEEN

GUARANTY

SECTION 1501. Applicability of Article.

The provisions of this Article shall be applicable to any
guaranty by the Corporation of Securities of any series issued by the Trust,
except as otherwise specified as contemplated by Section 301 for Securities of
such series.

SECTION 1502. Guaranty.

(a) In consideration of good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Corporation
hereby irrevocably and unconditionally guarantees (the "Guaranty"), to each
Holder of a Security or Coupon authenticated and delivered by the Trustee and
to the Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Securities, the Coupons or the
obligations of the Trust under this Indenture, the Securities or Coupons, that:
(x) the principal of (and premium, if any) and interest on the Securities and
Coupons will be paid in full when due, whether at the Stated Maturity or
Interest Payment Date, by acceleration, call for redemption or otherwise; (y)
all other obligations of the Trust to the Holders or the Trustee under this
Indenture or the Securities will be promptly paid in full or performed, all in
accordance with the terms of this Indenture and the Securities; and (z) in case
of any extension of time of payment or renewal of any Securities, Coupons or
any of such other obligations, they will be paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at maturity,
by acceleration, call for redemption or otherwise. Failing payment when due of
any amount so guaranteed for whatever reason, the Corporation shall be
obligated to pay the same before failure so

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to pay becomes an Event of Default. If the Trust defaults in the payment of
the principal of, premium, if any, or interest on, the Securities when and as
the same shall become due, whether upon maturity, acceleration, call for
redemption or otherwise, without the necessity of action by the Trustee or any
Holder, the Corporation shall be required to promptly make such payment in
full.

(b) The Corporation hereby agrees that its obligations
with regard to this Guaranty shall be unconditional, irrespective of the
validity, regularity or enforceability of the Securities, Coupons or this
Indenture, the absence of any action to enforce the same, any delays in
obtaining or realizing upon or failures to obtain or realize upon collateral,
the recovery of any judgment against the Trust, any action to enforce the same
or any other circumstances that might otherwise constitute a legal or equitable
discharge or defense of a guarantor (except as provided in Sections 1504 and
1505). The Corporation hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Trust, any right to require a proceeding first against the Trust or
right to require the prior disposition of the assets of the Trust to meet its
obligations, protest, notice and all demands whatsoever and covenants that this
Guaranty will not be discharged (except to the extent released pursuant to
Section 1504 or 1505) except by complete performance of the obligations
contained in the Securities, Coupons and this Indenture.

(c) If any Holder or the Trustee is required by any court
or otherwise to return to either the Trust or the Corporation, or any
Custodian, trustee, or similar official acting in relation to either the Trust
or the Corporation, any amount paid by either the Trust or the Corporation to
the Trustee or such Holder, this Guaranty, to the extent theretofore
discharged, shall be reinstated in full force and effect (except to the extent
released pursuant to Section 1504 or 1505). The Corporation agrees that it
will not be entitled to any right of subrogation in relation to the Holders in
respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby. The Corporation further agrees that, as between
the Corporation, on the one hand, and the Holders and the Trustee, on the other
hand, (i) the maturity of the obligations guaranteed hereby may be accelerated
as provided in Section 502 for the purposes of this Guaranty, notwithstanding
any stay, injunction or other prohibition preventing such acceleration as to
the Trust of the obligations guaranteed hereby, and (ii) in the event of any
declaration of acceleration of those obligations as provided in Section 502,
those obligations (whether or not due and payable) will forthwith become due
and payable by the Corporation for the purpose of this Guaranty.

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(d) The Corporation and by its acceptance of a Security
issued hereunder each Holder hereby confirms that it is the intention of all
such parties that the guarantee by the Corporation set forth in Section 1502(a)
not constitute a fraudulent transfer or conveyance for purpose of any
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law. To effectuate the foregoing
intention, the Holders and the Corporation hereby irrevocably agree that the
obligations of the Corporation under its guarantee set forth in Section 1502(a)
shall be limited to the maximum amount as will, after giving effect to all
other contingent and fixed liabilities of the Corporation, result in the
obligations of the Corporation under such guarantee not constituting such a
fraudulent transfer or conveyance.

(e) It is the intention of the Corporation and the Trust
that the obligations of the Corporation hereunder shall be in, but not in
excess of, the maximum amount permitted by applicable law. Accordingly, if the
obligations in respect of the Guaranty would be annulled, avoided or
subordinated to the creditors of the Corporation by a court of competent
jurisdiction in a proceeding actually pending before such court as a result of
a determination both that such Guaranty was made without fair consideration
and, immediately after giving effect thereto, the Corporation was insolvent or
unable to pay its debts as they mature or left with an unreasonably small
capital, then the obligations of the Corporation under such Guaranty shall be
reduced by such court if and to the extent such reduction would result in the
avoidance of such annulment, avoidance or subordination; provided, however,
that any reduction pursuant to this paragraph shall be made in the smallest
amount as is strictly necessary to reach such result. For purposes of this
paragraph, "fair consideration," "insolvency," "unable to pay its debts as they
mature," "unreasonably small capital" and the effective times of reductions, if
any, required by this paragraph shall be determined in accordance with
applicable law.

SECTION 1503. Execution and Delivery of Guaranty.

The Corporation shall, by virtue of its execution and delivery
of this Indenture, be deemed to have signed on each Security issued hereunder
and to be guaranteed in accordance with Sections 1501 and 301 the notation of
guarantee set forth on such Securities to the same extent as if the signature
of the Corporation appeared on such Security.

The delivery of any Security to be guaranteed in accordance
with Sections 1501 and 301 by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the guaranty set forth in Section
1502 on behalf of the Corporation. The notation of a guaranty set forth on any

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Security shall be null and void and of no further effect with respect to the
guaranty of the Corporation if, pursuant to Section 1504 or Section 1505, the
Corporation is released from such guaranty.

SECTION 1504. Guarantor May Consolidate, Etc., on Certain Terms.

(a) Nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation or merger of the Corporation with or
into the Trust. Upon any such consolidation or merger, the guarantees (as set
forth in Section 1502) of the Corporation shall be released and shall no longer
have any force or effect.

(b) Except as provided in Section 1504(c), nothing
contained in this Indenture shall prevent any sale or conveyance of assets of
the Corporation.

(c) Except as provided in Section 1504(a) or Section
1505, the Corporation shall not, directly or indirectly, consolidate with, or
merge with or into, or sell or convey all or substantially all of its assets
to, another Person, unless (i) either (a) the Corporation is the continuing
entity or (b) the resulting, surviving or successor entity is a corporation
organized under the laws of the United States, any state thereof or the
District of Columbia and expressly assumes by supplemental indenture all of the
obligations of the Corporation in connection with the Securities, Coupons and
this Indenture; (ii) no Default or Event of Default would occur as a
consequence of (after giving effect, on a pro forma basis, to) such
transaction; and (iii) the Corporation has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or asset transfer, and if a supplemental indenture is
required, such supplemental indenture comply with this Indenture and that all
conditions precedent herein relating to such transaction have been satisfied.

(d) Upon any consolidation, merger or asset transfer of
the Corporation in accordance with Section 1504 hereof, the successor
corporation formed by such consolidation or into which the Corporation is
merged shall succeed to, and be substituted for, and may exercise every right
and power of, the Corporation under this Indenture with the same effect as if
such successor corporation had been named herein as the Corporation, and when a
successor corporation duly assumes all of the obligations of the Corporation
pursuant hereto and pursuant to the Securities, the Corporation shall be
released from such obligations.

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SECTION 1505. Release of Guarantor.

(a) Without any further notice or action being required
by any Person, the Corporation shall be fully and conditionally released and
discharged from all obligations under its guarantee, the Securities and this
Indenture, upon (i) the sale or other disposition of all or substantially all
of the assets or properties of the Corporation, or 50% or more of the Capital
Stock of the Corporation to Persons other than the Trust and the Subsidiaries
of the Trust or the Corporation, or (ii) the consolidation or merger of the
Corporation with any Person other than the Trust or a Subsidiary of the Trust
or the Corporation, if, as a result of such consolidation or merger, Persons
other than the Trust and the Subsidiaries of the Trust or the Corporation
beneficially own more than 50% of the capital stock of the Corporation, or
(iii) a Legal Defeasance or Covenant Defeasance, as set forth in Article
Thirteen.

(b) The releases and discharges set forth in Section
1505(a) shall be effective (i) in the case of releases and discharges; effected
pursuant to clause (i) or (ii) of Section 1505 (a) by virtue of a sale,
disposition, consolidation or merger, on the date of consummation thereof and
(ii) in the case of releases and discharges effected pursuant to clause (iii)
of Section 1505(a), upon the date of Covenant Defeasance or Legal Defeasance,
as applicable. At the written request of the Trust, the Trustee shall promptly
execute and deliver appropriate instruments in forms reasonably acceptable to
the Trust evidencing and further implementing any releases and discharges
pursuant to the foregoing provisions. If the Trust desires the instruments
evidencing or implementing any releases or discharges to be executed prior to
the effectiveness of such releases and discharges as set forth above, such
instruments may be made conditional upon the occurrence of the events necessary
to cause the effectiveness of such releases and discharges, as specified in the
first sentence of this Section 1505.

(c) Notwithstanding the foregoing provisions of this
Article, the Corporation may elect, by written notice to the Trustee, to
maintain in effect a guarantee that would otherwise be released pursuant to the
provisions of this Section 1505 notwithstanding the event or events that
otherwise would cause the release of such guarantee (which election to maintain
such guarantee in effect may be conditional or for a limited period of time).

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ARTICLE SIXTEEN

MEETINGS OF HOLDERS OF SECURITIES

SECTION 1601. Purpose for Which Meetings May be Called.

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

SECTION 1602. Call, Notice and Place of Meetings.

(a) The Trustee may at any time call a meeting of Holders
of Securities of any series for any purpose specified in Section 1601, to be
held at such time and at such place in the Borough of Manhattan, The City of
New York, or, if Securities of such series are to be issued as Bearer
Securities, in London, as the Trustee shall determine. Notice of every meeting
of Holders of Securities of any series, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 106, not less than
21 nor more than 180 days prior to the date fixed for the meeting. The Trustee
or the Trust or the Corporation, as the case may be, may fix, in advance of the
giving of such notice, a date as the record date for determining the Holders
entitled to notice or to vote at any such meeting not more than 15 days prior
to the date fixed for the giving of such notice.

(b) In case at any time the Trust or the Corporation, as
the case may be, or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of any series for any purpose specified in
Section 1601, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have made the
first publication of the notice of such meeting within 21 days after receipt of
such request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then such Company or the Holders of the Securities of such
series in the amount above specified, as the case may be, may determine the
time and the place in the Borough of Manhattan, The City of New York, or, if
Securities of such series are to be issued as Bearer Securities, in London for
such meeting and may call such meeting for such purposes by giving notice
thereof as provided in subsection (a) of this Section.

SECTION 1603. Persons Entitled to Vote at Meetings.

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

SECTION 1604. Quorum; Action.

The Persons entitled to vote a majority in principal amount of
the Outstanding Securities of a series shall constitute a quorum for a meeting
of Holders of Securities of such series; provided, however, that if any action
is to be taken at such meeting with respect to a consent or waiver which may be
given by the Holders of not less than a specified percentage in principal
amount of the Outstanding Securities of a series, the Persons entitled to vote
such specified percentage in principal amount of the Outstanding Securities of
such series, will constitute a quorum.

Notwithstanding the foregoing provisions, if any action is to
be taken at a meeting of Holders of Securities of any series with respect to
any request, demand, authorization, direction, notice, consent, waiver or other
action that this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage in principal amount of all outstanding
Securities affected thereby, or of the Holders of such series and one or more
additional series: (i) there shall be no minimum quorum requirement for such
meeting and (ii) the principal amount of the outstanding Securities of such
series that vote in favor of such request, demand, authorization, direction,
notice, consent, waiver or other action shall be taken into account in
determining whether such request, demand, authorization, direction, notice,
consent, waiver or other action has been made, given or taken under this
Indenture.

In the absence of a quorum within 30 minutes after the time
appointed for any such meeting, the meeting shall, if convened at the request
of Holders of Securities of such series, be dissolved. In any other case the
meeting may be adjourned for a period of not less than 10 days as determined by
the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any such adjourned meeting, such adjourned meeting may
be further adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided
in Section

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1602(a), except that such notice need be given only once not less than five
days prior to the date on which the meeting is scheduled to be reconvened.

Except as limited by the proviso to Section 902, any
resolution presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted only by the affirmative vote of
the Holders of a majority in principal amount of the Outstanding Securities of
that series, provided, however, that, except as limited by the proviso to
Section 902, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in principal
amount of the Outstanding Securities of such series.

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

SECTION 1605. Determination of Voting Rights; Conduct and Adjournment of
Meetings.

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

(b) The Trustee shall, by an instrument in writing,
appoint a temporary chairman of the meeting, unless the meeting shall have been
called by the Trust or the Corporation, as the

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case may be, or by Holders of Securities as provided in Section 1602(b), in
which case such Company or the Holders of Securities of the series calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

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

(d) Any meeting of Holders of Securities of any series
duly called pursuant to Section 1602 at which a quorum is present may be
adjourned from time to time by Persons entitled to vote a majority in principal
amount of the Outstanding Securities of such series represented at the meeting;
and the meeting may be held as so adjourned without further notice.

SECTION 1606. Counting Votes and Recording Action of Meetings.

The vote upon any resolution submitted to any meeting of
Holders of Securities of any series shall be by written ballots on which shall
be subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1602 and, if
applicable, Section 1604. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Trust or the Corporation, as the case may be,
and another to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting.

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Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

ARTICLE SEVENTEEN

MISCELLANEOUS

SECTION 1701. Miscellaneous.

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

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

STARWOOD LODGING TRUST

By___________________________
Name:
Title:
[SEAL]

Attest:

_____________________________
Name:
Title:

STARWOOD LODGING CORPORATION

By___________________________
Name:
Title:
[SEAL]

Attest:

_____________________________
Name:
Title:

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____________________________,
as Trustee

By___________________________
Name:
Title:
[SEAL]

Attest:

_____________________________
Name:
Title:

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STATE OF ________ )
) SS.:
COUNTY OF ___________ )

On the ___ day of ________, 199_, before me personally came
___________________, to me known, who, being by me duly sworn, did depose and
say that he is ________________________ of Starwood Lodging Trust, one of the
parties described in and which executed the foregoing instrument; that he knows
the seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors
of said corporation, and that he signed his name thereto by like authority.

__________________________
My commission expires:

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STATE OF ________ )
) SS.:
COUNTY OF ___________ )

On the ___ day of ________, 199_, before me personally came
___________________, to me known, who, being by me duly sworn, did depose and
say that he is ________________________ of Starwood Lodging Corporation, one of
the parties described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.

____________________________
My commission expires:

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STATE OF __________ )
) SS.:
COUNTY OF _________ )

On the ____ day of ___________, 199_, before me personally
came ____________________, to me known, who, being by me duly sworn, did depose
and say that he is ________________ of ____________________________, one of the
parties described in and which executed the foregoing instrument; that he knows
the seal of said bank; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors
of said bank, and that he signed his name thereto by like authority.

______________________________
My commission expires:

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