RESIDENTIAL CAPITAL CORPORATION AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE SUBORDINATED INDENTURE

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Title: RESIDENTIAL CAPITAL CORPORATION AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE SUBORDINATED INDENTURE
Governing Law: Delaware Date: 9/29/2005

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EXHIBIT 4.2

RESIDENTIAL CAPITAL CORPORATION

AND

DEUTSCHE BANK TRUST COMPANY AMERICAS,

AS TRUSTEE

SUBORDINATED INDENTURE

DATED AS OF _____________, 2005

SUBORDINATED DEBT SECURITIES

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ARTICLE ONE. DEFINITIONS.......................................... 1

Section 1.01. Definitions.......................................... 1

Section 1.02. Notice to Securityholders............................ 8

ARTICLE TWO. ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF

SECURITIES........................................... 8

Section 2.01. Amount Unlimited; Issuable in Series................. 8

Section 2.02. Form of Trustee's Certificate of Authentication...... 11

Section 2.03. Form, Execution, Authentication, Delivery and Dating

of Securities........................................ 11

Section 2.04. Denominations; Record Date........................... 13

Section 2.05. Exchange and Registration of Transfer of Securities.. 13

Section 2.06. Temporary Securities................................. 15

Section 2.07. Mutilated, Destroyed, Lost or Stolen Securities...... 15

Section 2.08. Cancellation......................................... 16

Section 2.09. Computation of Interest.............................. 17

Section 2.10. Securities in Global Form............................ 17

Section 2.11. Medium-Term Securities............................... 17

ARTICLE THREE. REDEMPTION OF SECURITIES............................. 18

Section 3.01. Redemption of Securities; Applicability of Article... 18

Section 3.02. Notice of Redemption; Selection of Securities........ 18

Section 3.03. Payment of Securities Called for Redemption.......... 19

ARTICLE FOUR. PARTICULAR COVENANTS OF THE COMPANY.................. 20

Section 4.01. Payment of Principal, Premium, Interest and

Additional Amounts................................... 20

Section 4.02. Offices for Notices and Payments, etc................ 20

Section 4.03. Provisions as to Paying Agent........................ 21

Section 4.04. Luxembourg Publications.............................. 22

Section 4.05. Statement by Officers as to Default.................. 22

Section 4.06. Existence............................................ 22

ARTICLE FIVE. SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND

THE TRUSTEE.......................................... 23

Section 5.01. Securityholder Lists................................. 23

Section 5.02. Preservation and Disclosure of Lists................. 23

Section 5.03. Reports by the Company............................... 24

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Section 5.04. Reports by the Trustee............................... 25

ARTICLE SIX. REMEDIES ON DEFAULT.................................. 25

Section 6.01. Events of Default.................................... 25

Section 6.02. Payment of Securities on Default; Suit Therefor...... 28

Section 6.03. Application of Moneys Collected by Trustee........... 29

Section 6.04. Proceedings by Securityholders....................... 30

Section 6.05. Remedies Cumulative and Continuing................... 31

Section 6.06. Direction of Proceedings............................. 31

Section 6.07. Notice of Defaults................................... 32

Section 6.08. Undertaking to Pay Costs............................. 32

ARTICLE SEVEN. CONCERNING THE TRUSTEE............................... 33

Section 7.01. Duties and Responsibilities of Trustee............... 33

Section 7.02. Reliance on Documents, Opinions, etc................. 34

Section 7.03. No Responsibility for Recitals, etc.................. 35

Section 7.04. Ownership of Securities or Coupons................... 35

Section 7.05. Moneys to be Held in Trust........................... 35

Section 7.06. Compensation and Expenses of Trustee................. 35

Section 7.07. Officers' Certificate as Evidence.................... 35

Section 7.08. Conflicting Interest of Trustee...................... 36

Section 7.09. Eligibility of Trustee............................... 36

Section 7.10. Resignation or Removal of Trustee.................... 36

Section 7.11. Acceptance by Successor Trustee...................... 37

Section 7.12. Successor by Merger, etc............................. 38

Section 7.13. Limitations on Rights of Trustee as Creditor......... 39

ARTICLE EIGHT. CONCERNING THE SECURITYHOLDERS....................... 39

Section 8.01. Action by Securityholders............................ 39

Section 8.02. Proof of Execution by Securityholders................ 39

Section 8.03. Who Are Deemed Absolute Owners....................... 40

Section 8.04. Company-Owned Securities Disregarded................. 40

Section 8.05. Revocation of Consents; Future Securityholders

Bound................................................ 40

Section 8.06. Securities in a Foreign Currency..................... 41

ARTICLE NINE. SECURITYHOLDERS' MEETINGS............................ 41

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Section 9.01. Purposes of Meetings................................. 41

Section 9.02. Call of Meetings by Trustee.......................... 42

Section 9.03. Call of Meetings by Company or Securityholders....... 42

Section 9.04. Qualification for Voting............................. 42

Section 9.05. Regulations.......................................... 43

Section 9.06. Voting............................................... 43

ARTICLE TEN. SUPPLEMENTAL INDENTURES.............................. 44

Section 10.01. Supplemental Indentures Without Consent of

Securityholders...................................... 44

Section 10.02. Supplemental Indentures with Consent of

Securityholders...................................... 45

Section 10.03. Compliance with Trust Indenture Act; Effect of

Supplemental Indentures.............................. 46

Section 10.04. Notation on Securities............................... 46

ARTICLE ELEVEN. CONSOLIDATION, MERGER, SALE OR CONVEYANCE............ 46

Section 11.01. Company May Consolidate, etc., on Certain Terms...... 46

Section 11.02. Successor Corporation Substituted.................... 47

Section 11.03. Reliance by Trustee on Officers' Certificate and

Opinion of Counsel................................... 47

ARTICLE TWELVE. SATISFACTION AND DISCHARGE OF INDENTURE;

UNCLAIMED MONEYS..................................... 47

Section 12.01. Discharge of Indenture............................... 47

Section 12.02. Satisfaction, Discharge and Defeasance of Securities

of any Series........................................ 48

Section 12.03. Deposited Moneys to be Held in Trust by Trustee...... 50

Section 12.04. Paying Agent to Repay Moneys Held.................... 50

Section 12.05. Return of Unclaimed Moneys........................... 51

ARTICLE THIRTEEN. SUBORDINATION OF SECURITIES.......................... 51

Section 13.01. Agreement to Subordinate............................. 51

Section 13.02. No Payment on Securities if Senior Indebtedness in

Default.............................................. 51

Section 13.03. Priority of Senior Indebtedness...................... 52

Section 13.04. Payment Permitted in Certain Situations.............. 54

Section 13.05. Company to Give Notice of Certain Events; Reliance by

Trustee.............................................. 54

Section 13.06. Subrogation of Securities............................ 55

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Section 13.07. Company Obligation to Pay Unconditional.............. 55

Section 13.08. Authorization of Holders of Securities to Trustee to

Effect Subordination................................. 56

Section 13.09. No Waiver of Subordination Provisions................ 56

Section 13.10. Notice to Trustee of Facts Prohibiting Payments...... 56

Section 13.11. Trustee May Hold Senior Indebtedness................. 57

Section 13.12. All Indenture Provisions Subject to this Article..... 57

Section 13.13. Article Applicable to Paying Agents.................. 57

ARTICLE FOURTEEN. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND

DIRECTORS............................................ 57

Section 14.01. Indenture and Securities Solely Corporate Obligations 57

ARTICLE FIFTEEN. MISCELLANEOUS PROVISIONS............................. 57

Section 15.01. Benefits of Indenture Restricted to Parties, Holders

of Senior Indebtedness and Securityholders........... 57

Section 15.02. Provisions Binding on Company's Successors........... 57

Section 15.03. Addresses for Notices, etc........................... 58

Section 15.04. Evidence of Compliance with Conditions Precedent..... 58

Section 15.05. Legal Holidays....................................... 58

Section 15.06. Trust Indenture Act to Control....................... 58

Section 15.07. Execution in Counterparts............................ 59

Section 15.08. New York Contract.................................... 59

Section 15.09. Judgment Currency.................................... 59

Section 15.10. Severability of Provisions........................... 59

Section 15.11. Company Released From Indenture Requirements Under

Certain Circumstances................................ 59

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THIS SUBORDINATED INDENTURE, dated as of the day of _______________, 2005

between RESIDENTIAL CAPITAL CORPORATION, a corporation duly organized and

existing under the laws of the State of Delaware (hereinafter sometimes called

the "COMPANY"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation

duly incorporated and existing under the laws of the State of New York, as

trustee hereunder (hereinafter sometimes called the "TRUSTEE," which term shall

include any successor trustee appointed pursuant to Article Seven).

WITNESSETH:

WHEREAS, the Company deems it necessary to issue from time to time for its

lawful purposes securities (hereinafter called the "SECURITIES" or, in the

singular, "SECURITY") evidencing its unsecured indebtedness and has duly

authorized the execution and delivery of this Indenture to provide for the

issuance of the Securities in one or more series, unlimited as to principal

amount, to bear such rates of interest, to mature at such time or times and to

have such other provisions as shall be fixed as hereinafter provided; and

WHEREAS, the Company represents that all acts and things necessary to

constitute these presents a valid indenture and agreement according to its

terms, have been done and performed, and the execution of this Indenture has in

all respects been duly authorized, and the Company, in the exercise of legal

rights and power in it vested, is executing this Indenture;

NOW, THEREFORE:

In order to declare the terms and conditions upon which the Securities are

authenticated, issued and received, and in consideration of the premises, of the

purchase and acceptance of the Securities by the Holders thereof and of the sum

of one dollar to it duly paid by the Trustee at the execution of these presents,

the receipt whereof is hereby acknowledged, the Company covenants and agrees

with the Trustee, for the equal and proportionate benefit of the respective

Holders from time to time of the Securities, as follows:

ARTICLE ONE.

Definitions.

Section 1.01. Definitions. The terms defined in this Section (except as

herein otherwise expressly provided or unless the context otherwise requires)

for all purposes of this Indenture and of any indenture supplemental hereto

shall have the respective meanings specified in this Section. All other terms

used in this Indenture which are defined in the Trust Indenture Act or which are

by reference therein defined in the Securities Act shall have the meanings

(except as herein otherwise expressly provided or unless the context otherwise

clearly requires) assigned to such terms in said Trust Indenture Act and in said

Securities Act as in force at the date of this Indenture as originally executed.

The words "HEREIN," "HEREOF" and "HEREUNDER" and other words of similar import

refer to this Indenture as a whole, including the Exhibits to this instrument,

and not to any particular article, Section or other subdivision. Certain terms

used wholly or principally within an Article of this Indenture may be defined in

that Article.

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ADDITIONAL AMOUNTS:

The term "ADDITIONAL AMOUNTS" shall mean any additional amounts which are

required by a Security or by or pursuant to a Board Resolution under

circumstances specified therein, to be paid by the Company in respect of certain

taxes, assessments or governmental charges imposed on certain Holders of

Securities and which are owing to such Holders of Securities.

APPLICANTS:

The term "APPLICANTS" shall have the meaning specified in Section 5.02(b).

AUTHORIZED NEWSPAPER:

The term "AUTHORIZED NEWSPAPER" shall mean a newspaper in an official

language of the country of publication of general circulation in the place in

connection with which the term is used. If it shall be impractical in the

opinion of the Trustee to make any publication of any notice required hereby in

an Authorized Newspaper, any publication or other notice in lieu thereof which

is made or given with the approval of the Trustee shall constitute a sufficient

publication of such notice.

BOARD OF DIRECTORS:

The term "BOARD OF DIRECTORS" shall mean the Board of Directors of the

Company or any committee established by the Board of Directors.

BOARD RESOLUTION:

The term "BOARD RESOLUTION" shall mean a resolution certified by the

Secretary or Assistant Secretary of the Company to have been duly adopted by the

Board of Directors and to be in full force and effect on the date of such

certification, and delivered to the Trustee.

BUSINESS DAY:

The term "BUSINESS DAY" shall mean, with respect to any Security, a day

(other than a Saturday or Sunday) that in the city (or in any of the cities, if

more than one) in which amounts are payable as specified on the face of the form

of such Security, is neither a legal holiday nor a day on which banking

institutions are authorized or required by law, regulation or executive order to

close.

COMPANY:

The term "COMPANY" shall mean the Person named as the "COMPANY" in the

first paragraph of this instrument until a successor company shall have become

such pursuant to the applicable provisions of this Indenture, and thereafter

"COMPANY" shall mean such successor company.

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COMPANY ORDER:

The term "COMPANY ORDER" shall mean any request, order or confirmation

signed by a Person designated pursuant to Section 2.03 to the Trustee, which may

be transmitted by telecopy or in writing.

CORPORATE TRUST OFFICE:

The term "CORPORATE TRUST OFFICE" means the office of the Trustee in New

York, New York, at which at any particular time its corporate trust business

shall be principally administered, which office at the date hereof is located at

60 Wall Street, New York, NY 10005, except that, with respect to presentation of

Securities for payment or registration of transfers and exchanges and the

location of the Security Registrar, such term means the office or agency of the

Trustee in said city at which at any particular time its corporate agency

business shall be conducted, which at the date hereof is located at 60 Wall

Street, 27th Floor, New York, NY 10005, Attention: Trust and Securities

Services.

CORPORATION:

The term "CORPORATION" shall mean a corporation, limited liability company,

a statutory trust, a limited partnership or similar limited liability entity.

COUPON:

The term "COUPON" shall mean any interest coupon appertaining to a

Security.

COUPON SECURITY:

The term "COUPON SECURITY" shall mean any Security authenticated and

delivered with one or more Coupons appertaining thereto.

DEFAULTS:

The term "DEFAULTS" shall have the meaning specified in Section 6.07.

DEPOSITORY:

The term "DEPOSITORY" shall mean, 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 Depository by the Company pursuant to

Section 2.01 until a successor Depository shall have become such pursuant to the

applicable provisions of this Indenture, and thereafter "DEPOSITORY" shall mean

or include each Person who is then a Depository hereunder, and if at any time

there is more than one such Person, "DEPOSITORY" as used with respect to the

Securities of any such series shall mean the Depository with respect to the

Securities of that series.

EVENT OF DEFAULT:

The term "EVENT OF DEFAULT" shall mean any event specified as such in

Section 6.01.

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EXCHANGE ACT:

The term "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as

amended.

GLOBAL SECURITY:

The term "GLOBAL SECURITY" shall mean a Registered Security or an

Unregistered Security evidencing all or part of a series of Securities issued to

the Depository for such series in accordance with Section 2.03.

HOLDER:

The terms "HOLDER," "HOLDER OF SECURITIES," "SECURITYHOLDER" or other

similar terms, shall mean (a) in the case of any Registered Security, the Person

in whose name at the time such Security is registered on the registration books

kept for that purpose in accordance with the terms hereof, and (b) in the case

of any Unregistered Security, the bearer of such Security.

INDENTURE:

The term "INDENTURE" shall mean 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.

INTEREST PAYMENT DATE:

The term "INTEREST PAYMENT DATE" when used with respect to any Security,

means the stated maturity of an installment of interest on such Security.

ISSUE DATE:

The term "ISSUE DATE" shall mean, with respect to Securities of any

tranche, whether evidenced by a Registered Security or an Unregistered Security,

the date such Securities are authenticated pursuant to Section 2.03.

JUDGMENT CURRENCY:

The term "JUDGMENT CURRENCY" shall have the meaning specified in Section

15.09.

MATURITY DATE:

The term "MATURITY DATE" when used with respect to any Security, shall mean

the stated maturity of the Security.

NEW YORK BANKING DAY:

The term "NEW YORK BANKING DAY" shall have the meaning specified in Section

15.09.

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OFFICERS' CERTIFICATE:

The term "OFFICERS' CERTIFICATE" shall mean a certificate signed by the

Chairman of the Board of Directors or the President or any Chief Executive

Officer or any Chief Financial Officer or any Executive Vice President or any

Senior Vice President or any Vice President or any Managing Director or the

Treasurer or the Assistant Treasurer and by the Secretary or any Assistant

Secretary of the Company.

OFFICER:

The term "OFFICER" shall mean the Chairman of the Board of Directors or the

President or any Chief Executive Officer or any Chief Financial Officer or any

Executive Vice President or any Senior Vice President or any Vice President or

any Managing Director or the Treasurer or the Assistant Treasurer or the

Secretary or any Assistant Secretary of the Company.

OPINION OF COUNSEL:

The term "OPINION OF COUNSEL" shall mean an opinion in writing signed by

legal counsel, who may be an employee of or counsel to the Company or any

subsidiary of the Company, which opinion shall be reasonably acceptable to the

Trustee.

ORIGINAL ISSUE DISCOUNT SECURITIES:

The term "ORIGINAL ISSUE DISCOUNT SECURITIES" shall mean any Securities

which are initially sold at a discount from the principal amount thereof and

which provide upon Event of Default for declaration of an amount less than the

principal amount thereof to be due and payable upon acceleration thereof.

OUTSTANDING:

The term "OUTSTANDING" when used with reference to Securities, shall,

subject to the provisions of Section 7.08 and Section 8.04, mean, as of any

particular time, all Securities authenticated and delivered by the Trustee under

this Indenture, except

(a) Securities theretofore cancelled by the Trustee or delivered to the

Trustee for cancellation;

(b) Securities, or portions thereof, for the payment or redemption of which

moneys in the necessary amount shall have been deposited in trust with the

Trustee or with any paying agent (other than the Company) or shall have been set

aside and segregated in trust by the Company (if the Company shall act as its

own Paying Agent), provided, that if such Securities are to be redeemed prior to

the Maturity Date thereof, notice of such redemption shall have been given as in

Article Three provided, or provisions satisfactory to the Trustee shall have

been made for giving such notice; and

shall have been authenticated and delivered pursuant to the terms of Article

Two, unless proof satisfactory to the Trustee is presented that any such

Securities are held by bona fide Holders in due course.

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PAYING AGENT:

The term "PAYING AGENT" shall mean initially Deutsche Bank Trust Company

Americas, and subsequently, any other paying agent appointed by the Company from

time to time in respect of the Securities.

PERSON:

The term "PERSON" shall mean any individual, Corporation, partnership,

joint venture, association, joint-stock company, trust, unincorporated

organization or government or any agency or political subdivision thereof.

PLACE OF PAYMENT:

The term "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, if any, (and Additional Amounts, if any) on the Securities of

that series are payable.

RECORD DATE:

The term "RECORD DATE" shall have the meaning specified in Section 2.04.

REGISTERED SECURITY:

The term "REGISTERED SECURITY" shall mean any Security registered on the

Security registration books of the Company.

REGULAR RECORD DATE:

The term "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 Sections 2.01 and 2.04.

REQUIRED CURRENCY:

The term "REQUIRED CURRENCY" shall have the meaning specified in Section

15.09.

RESPONSIBLE OFFICER:

The term "RESPONSIBLE OFFICER" when used with respect to the Trustee shall

mean any officer assigned by the Trustee to administer its corporate trust

matters.

SECURITIES ACT:

The term "SECURITIES ACT" shall mean the United States Securities Act of

1933, as amended.

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SECURITIES AND SECURITY:

The terms "SECURITIES" and "SECURITY" shall have the respective meanings

specified in the recitals.

SECURITY REGISTER AND SECURITY REGISTRAR:

The term "SECURITY REGISTER" and "SECURITY REGISTRAR" shall have the

respective meanings specified in Section 2.05.

SENIOR INDEBTEDNESS:

The term "SENIOR INDEBTEDNESS" means the principal of, premium, if any, and

unpaid interest on the following, whether outstanding at the date hereof or

thereafter incurred or created: (i) indebtedness of the Company for money

borrowed evidenced by notes or other written obligations; (ii) indebtedness of

the Company evidenced by securities (other than the Securities), debentures,

bonds or other securities issued under the provisions of an indenture or similar

instrument; (iii) obligations of the Company as lessee under capitalized leases

and leases of property made as part of any sale and leaseback transactions; (iv)

indebtedness of others of any of the kinds described in the preceding clauses

(i) through (iii) assumed or guaranteed by the Company; and (v) renewals,

extensions and refundings of, and indebtedness and obligations of a successor

corporation issued in exchange for or in replacement of, indebtedness or

obligations of the kinds described in the preceding clauses (i) through (iv),

unless in the case of any particular indebtedness, obligation, renewal,

extension or refunding the instrument creating or evidencing the same or the

assumption or guarantee thereof expressly provides that such indebtedness,

obligation, renewal, extension or refunding is not superior in right of payment

to the Securities.

TRUSTEE

The term "TRUSTEE" shall have the meaning specified in the preamble.

TRUST INDENTURE ACT:

The term "TRUST INDENTURE ACT" shall mean the Trust Indenture Act of 1939,

as amended.

UNITED STATES:

The term "UNITED STATES" shall mean the United States of America (including

the States and the District of Columbia) and its possessions (including the

Commonwealth of Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake

Island and the Northern Mariana Islands).

UNITED STATES PERSON:

The term "UNITED STATES PERSON" has the meaning given to it by the Internal

Revenue Code of 1986, as amended, and regulations thereunder, including U.S.

Treasury Regulations Section 1.163-5(c)(2)(i)(D).

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UNREGISTERED SECURITY:

The term "UNREGISTERED SECURITY" shall mean any Security other than a

Registered Security.

U.S. DOLLAR:

The term "U.S. DOLLAR" or "$" means a dollar or other equivalent unit in

such coin or currency of the United States of America as at the time shall be

legal tender for the payment of public and private debts.

Section 1.02. Notice to Securityholders. Except as otherwise expressly

provided herein, where this Indenture provides for notice to Holders of

Securities of any event, such notice shall be sufficiently given if in writing

and mailed, first class, postage prepaid, to each Holder at such Holder's

address as it appears in the Securities Register, not later than the latest

date, and not earlier than the earliest date prescribed for such notice.

Neither the failure to mail such notice, nor any defect in any notice so

mailed, to any particular Holder of a Security shall affect the sufficiency of

such notice with respect to other Holders of Securities.

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.

Where this Indenture 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 of Securities 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.

ARTICLE TWO.

ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES.

Section 2.01. Amount Unlimited; Issuable in Series. The aggregate principal

amount of Securities which may be authenticated and delivered under this

Indenture is unlimited.

The Securities may be issued in one or more series. There shall be

established in or pursuant to a Board Resolution, and set forth in an Officers'

Certificate, or established in one or more indentures supplemental hereto, prior

to the issuance of Securities of any series:

(1) the designation 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,

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or in lieu of, other Securities of the series pursuant to Section 2.05,

2.06, 2.07, 3.02 or 10.04 and except for any Securities which, pursuant to

Section 2.03, are deemed never to have been authenticated and delivered

hereunder);

(3) the date or dates on which the principal of the Securities of the

series is payable and the manner of payment of such principal; the rate or

rates, which may be fixed or variable, at which the Securities of the

series shall bear interest, if any, and if the rate or rates are variable,

the manner of calculation thereof, the circumstances (if any) under which

the rate or rates may be adjusted, the date or dates from which such

interest shall accrue, the Interest Payment Dates on which such interest

shall be payable, the manner of payment of such interest and, in the case

of Registered Securities, the Regular Record Date for the determination of

Holders of such Securities to whom interest is payable on any Interest

Payment Date;

(4) the place or places (in addition to such place or places specified

in this Indenture) where the principal of (and premium, if any), interest,

if any, and Additional Amounts, if any, on Securities of the series shall

be payable;

(5) the right, if any, of the Company to redeem Securities, in whole

or in part, at its option and 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 pursuant to any sinking fund or otherwise;

(6) the obligation, if any, of the Company to redeem, purchase or

repay Securities of the series pursuant to any mandatory redemption,

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, purchased or repaid, in whole or in part, pursuant to such

obligation;

(7) if other than U.S. Dollars, the currency or currencies, or units

based on or related to foreign currencies, in which the Securities of the

series shall be denominated and in which payments of principal of (premium,

if any), interest, if any, on and any other amounts payable with respect to

such Securities shall or may be payable; or in the manner in which such

currency, currencies or composite currencies will be determined; and if the

principal of (and premium, if any) and interest, if any, on the Securities

of such series are to be payable, at the election of the Company or a

holder thereof, in a currency or currencies, including composite

currencies, other than that or those in which the Securities are stated to

be payable, the currency or currencies in which payment of the principal of

(and premium, if any) and interest, if any, on Securities of such series as

to which such election is made shall be payable, and the periods within

which and the terms and conditions upon which such election is to be made;

(8) if the amount of principal of or any premium or interest on the

Securities of the series may be determined with reference to an index based

on a currency or currencies other than that in which the Securities of the

series are denominated, the manner in which such amounts shall be

determined;

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(9) the denominations in which Securities of the series shall be

issuable, if other than U.S. $l,000 or integral multiples thereof with

respect to Registered Securities and denominations of U.S. $1,000 and U.S.

$5,000 for Unregistered Securities;

(10) 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 or which the Trustee

shall be entitled to claim pursuant to Section 6.02;

(11) whether the Securities of the series will be issuable as

Registered Securities or Unregistered Securities (with or without Coupons),

or both, any restrictions applicable to the offer, sale or delivery of

Unregistered Securities and, if other than as provided for in Section 2.05,

the terms upon which Unregistered Securities of the series may be exchanged

for Registered Securities of such series and vice versa; and whether the

Securities of the series shall be issued in whole or in part in the form of

one or more Global Securities and, in such case, the Depository for such

Global Security or Securities and whether any Global Securities of the

series are to be issuable initially in temporary form and whether any

Global Securities of the series are to be issuable in definitive form with

or without Coupons and, if so, whether beneficial owners of interests in

any such definitive 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 and the place or places

where any such exchanges may occur, if other than in the manner provided in

Section 2.05;

(12) whether and under what circumstances the Company will pay

Additional Amounts on the Securities of the series held by a Person who is

not a U.S. person in respect of any tax, assessment or governmental charge

withheld or deducted and, if so, whether the Company will have the option

to redeem such Securities rather than pay such Additional Amounts;

(13) the provisions, if any, for the defeasance of the Securities of

the series;

(14) if the Securities of such series are to be issuable in definitive

form (whether upon original issue or upon exchange of a temporary Security

of such series) only upon receipt of certain certificates or other

documents or satisfaction of other conditions, the form and terms of such

certificates, documents or conditions;

(15) any trustees, depositaries, authenticating or paying agents,

transfer agents, registrars or any other agents with respect to the

Security of such series;

(16) any deletions from, modifications of or additions to the Events

of Default with respect to any of such Securities; and

(17) any other terms of the series (which terms shall not be

inconsistent with the provisions of this Indenture).

All Securities of any one series shall be substantially identical except

(i) as to denomination, (ii) that Securities of any series may be issuable as

either Registered Securities or

<PAGE>

Unregistered Securities and (iii) as may otherwise be provided in or pursuant to

such Board Resolution and set forth in such Officers' Certificate or in any such

indenture supplemental hereto.

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 any Assistant Secretary of the Company and

delivered to the Trustee at the same time as or prior to the delivery of the

Officers' Certificate setting forth the terms of the series.

Section 2.02. Form of Trustee's Certificate of Authentication. The

Trustee's certificate of authentication shall be in the following form:

[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

This is one of the Securities of the series designated therein referred to

in the within-mentioned Indenture.

Deutsche Bank Trust Company Americas,

as Trustee,

By:

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

Authorized Signatory

Section 2.03. Form, Execution, Authentication, Delivery and Dating of

Securities. The Securities of each series and the Coupons, if any, to be

attached thereto, shall be in the forms approved from time to time by or

pursuant to a Board Resolution, or established in one or more indentures

supplemental hereto, and may have such letters, numbers or other marks of

identification or designation and such legends or endorsements printed,

lithographed or engraved thereon as the Company may deem appropriate and as are

not inconsistent with the provisions of this Indenture, or as may be required to

comply with any law or with any rule or regulation made pursuant thereto or with

any rule or regulation of any stock exchange on which the Securities may be

listed, or to conform to usage.

Each Security and Coupon shall be executed on behalf of the Company by its

Chairman of the Board of Directors or any Vice Chairman of the Board of

Directors or its President or any Chief Executive Officer or any Chief Financial

Officer or any Executive Vice President or any Senior Vice President or any Vice

President and by its Treasurer or any Assistant Treasurer or its Secretary or

any Assistant Secretary. Such signatures may be the manual or facsimile

signatures of the present or any future such officers.

Each Security and Coupon bearing the manual or facsimile signatures of

individuals who were at any time the proper officers of the Company shall bind

the Company, notwithstanding that such individuals or any of them have ceased to

hold such offices prior to the authentication and delivery of such Security, or

the Security to which such Coupon appertains. At any time and from time to time

after the execution and delivery of this Indenture, the Company may deliver

<PAGE>

Securities of any series executed by the Company and, in the case of Coupon

Securities, having attached thereto appropriate Coupons, 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 authenticate and deliver such Securities. If the form or terms of

the Securities or Coupons of the series have been established in or pursuant to

one or more Board Resolutions as permitted by this Section and Section 2.01, in

authenticating such Securities, and accepting the additional responsibilities

under this Indenture in relation to such Securities, the Trustee shall be

entitled to receive, and (subject to Section 7.01) shall be fully protected in

relying upon, an Opinion of Counsel stating:

(a) if the form of such Securities or Coupons has been established by or

pursuant to Board Resolution as permitted by Section 2.01, that such form has

been established in conformity with the provisions of this Indenture;

(b) if the terms of such Securities have been established by or pursuant to

Board Resolution as permitted by Section 2.01, that such terms have been

established in conformity with the provisions of this Indenture; and

the Trustee and issued by the Company in the manner and subject to any

conditions specified in such Opinion of Counsel, will constitute valid and

legally binding obligations of the Company, enforceable in accordance with its

terms, subject to bankruptcy, insolvency, reorganization, moratorium and other

laws of general applicability relating to or affecting the enforcement of

creditors' rights and to general equity principles.

If such form or terms has 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 the Indenture or otherwise in a manner which

is not reasonably acceptable to the Trustee.

Every Registered Security shall be dated the date of its authentication.

Each Unregistered Security shall be dated as provided in or pursuant to the

Board Resolution or supplemental indenture referred to in Section 2.01 or, if no

such terms are specified, the date of its original issuance.

No Security 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. Notwithstanding the foregoing, if any Security shall

have been duly authenticated and delivered hereunder but never issued and sold

by the Company, and the Company shall deliver such Security to the Trustee for

cancellation as provided in Section 2.08 together with a written statement

(which need not comply with Section 15.04 and need not be accompanied by an

Opinion of Counsel) stating that such Security has never been issued and sold by

the Company, for all purposes of this Indenture such Security shall be deemed

never to have been authenticated and delivered hereunder and shall never be

entitled to the benefits of this Indenture.

<PAGE>

If the Company shall establish pursuant to Section 2.01 that the Securities

of a series are to be issued in whole or in part in the form of a Global

Security, then the Company shall execute and the Trustee shall in accordance

with this Section and the Company Order with respect to such series authenticate

and deliver the Global Security that (i) shall represent and shall be

denominated in an aggregate amount equal to the aggregate principal amount of

outstanding Securities of such series to be represented by the Global Security,

(ii) shall be registered, if in registered form, in the name of the Depository

for such Global Security or the nominee of such Depository, and (iii) shall be

delivered by the Trustee to such Depository or pursuant to such Depository's

instructions.

Each Depository designated pursuant to Section 2.01 for a Global Security

in registered form must, at the time of its designation and at all times while

it serves as Depository, be a clearing agency registered under the Exchange Act

and any other applicable statute or regulation.

Section 2.04. Denominations; Record Date. The Securities shall be issuable

as Registered Securities or Unregistered Securities in such denominations as may

be specified as contemplated in Section 2.01. In the absence of any such

specification with respect to any series, such Securities shall be issuable in

the denominations contemplated by Section 2.01.

The term "RECORD DATE" as used with respect to an Interest Payment Date

(except a date for payment of defaulted interest) shall mean such day or days as

shall be specified in the terms of the Registered Securities of any particular

series as contemplated by Section 2.01; provided, however, that in the absence

of any such provisions with respect to any series, such term shall mean (1) the

last day of the calendar month next preceding such Interest Payment Date if such

Interest Payment Date is the fifteenth day of a calendar month; or (2) the

fifteenth day of a calendar month next preceding such Interest Payment Date if

such Interest Payment Date is the first day of the calendar month.

The Person in whose name any Registered Security is registered at the close

of business on the Regular Record Date with respect to an Interest Payment Date

shall be entitled to receive the interest payable and Additional Amounts, if

any, payable on such Interest Payment Date notwithstanding the cancellation of

such Registered Security upon any transfer or exchange thereof subsequent to

such Regular Record Date and prior to such Interest Payment Date; provided,

however, that if and to the extent the Company shall default in the payment of

the interest and Additional Amounts, if any, due on such Interest Payment Date,

such defaulted interest and Additional Amounts, if any, shall be paid to the

Persons in whose names outstanding Registered Securities are registered on a

subsequent Record Date established by notice given by mail by or on behalf of

the Company to the Holders of Securities of the series in default not less than

fifteen days preceding such subsequent Record Date, such Record Date to be not

less than five days preceding the date of payment of such defaulted interest.

Section 2.05. Exchange and Registration of Transfer of Securities.

Registered Securities of any series may be exchanged for a like aggregate

principal amount of Registered Securities of other authorized denominations of

such series. Registered Securities to be exchanged shall be surrendered at the

office or agency to be designated and maintained by the Company for such purpose

in the Borough of Manhattan, The City of New York, in accordance with the

provisions of Section 4.02, and the Company shall execute and register and the

Trustee shall authenticate

<PAGE>

and deliver in exchange therefor the Registered Security or Registered

Securities which the Holder making the exchange shall be entitled to receive.

If the Securities of any series are issued in both registered and

unregistered form, except as otherwise specified pursuant to Section 2.01, at

the option of the Holder thereof, Unregistered Securities of any series may be

exchanged for Registered Securities of such series of any authorized

denominations and of a like aggregate principal amount, upon surrender of such

Unregistered Securities to be exchanged at the agency of the Company that shall

be maintained for such purpose in accordance with Section 4.02, with, in the

case of Unregistered Securities that are Coupon Securities, all unmatured

Coupons and all matured Coupons in default thereto appertaining. At the option

of the Holder thereof, if Unregistered Securities of any series are issued in

more than one authorized denomination, except as otherwise specified pursuant to

Section 2.01, such Unregistered Securities may be exchanged for Unregistered

Securities of such series of other authorized denominations and of a like

aggregate principal amount, upon surrender of such Unregistered Securities to be

exchanged at the agency of the Company that shall be maintained for such purpose

in accordance with Section 4.02 or as specified pursuant to Section 2.01, with,

in the case of Unregistered Securities that are Coupon Securities, all unmatured

Coupons and all matured Coupons in default thereto appertaining. Unless

otherwise specified pursuant to Section 2.01, Registered Securities of any

series may not be exchanged for Unregistered Securities of such series. Whenever

any Securities are so surrendered for exchange, the Company shall execute, and

the Trustee shall authenticate and deliver, the Securities which the Holder

making the exchange is entitled to receive.

The Company (or its designated agent (the "SECURITY REGISTRAR")) shall

keep, at such office or agency, a Security Register (the "SECURITY REGISTER") in

which, subject to such reasonable regulations as it may prescribe, the Company

shall register Securities and shall register the transfer of Registered

Securities as in this Article Two provided. The Security Register shall be in

written form or in any other form capable of being converted into written form

within a reasonable time. At all reasonable times the Security Register shall be

open for inspection by the Trustee. Upon due presentment for registration of

transfer of any Registered Security of a particular series at such office or

agency, the Company shall execute and the Company or the Security Registrar

shall register and the Trustee shall authenticate and deliver in the name of the

transferee or transferees a new Registered Security or Registered Securities of

such series for an equal aggregate principal amount.

Unregistered Securities (except for any temporary bearer Securities) and

Coupons shall be transferable by delivery.

All Securities presented for registration of transfer or for exchange,

redemption or payment, as the case may be, shall (if so required by the Company

or the Trustee) be duly endorsed by, or be accompanied by a written instrument

or instruments of transfer in form satisfactory to the Company and the Trustee

duly executed by, the Holder or his attorney duly authorized in writing.

No service charge shall be made for any exchange or registration of

transfer of Registered Securities, but the Company may require payment of a sum

sufficient to cover any tax or other governmental charge that may be imposed in

connection therewith.

<PAGE>

The Company shall not be required to exchange or register a transfer of (a)

any Registered Securities of any series for a period of fifteen days next

preceding any selection of such Registered Securities of such series to be

redeemed, or (b) any Security of any such series selected for redemption except

in the case of any such series to be redeemed in part, the portion thereof not

to be so redeemed.

Notwithstanding anything herein or in the terms of any series of Securities

to the contrary, neither the Company nor the Trustee (which shall rely on an

Officers' Certificate and an Opinion of Counsel) shall be required to exchange

any Unregistered Security for a Registered Security if such exchange would

result in adverse Federal income tax consequences to the Company (including the

inability of the Company to deduct from its income, as computed for Federal

income tax purposes, the interest payable on any Securities) under then

applicable United States Federal income tax laws.

Section 2.06. Temporary Securities. Pending the preparation of definitive

Securities of any series, the Company may execute and upon receipt of a Company

Order the Trustee shall authenticate and deliver temporary Securities of such

series (printed or lithographed). Temporary Securities of any series shall be

issuable in any authorized denominations, and in the form approved from time to

time by or pursuant to a Board Resolution but with such omissions, insertions

and variations as may be appropriate for temporary Securities, all as may be

determined by the Company. Every temporary Security shall be executed by the

Company and be authenticated by the Trustee upon the same conditions and in

substantially the same manner, and with like effect, as the definitive

Securities. Without unnecessary delay the Company shall execute and shall

furnish definitive Securities of such series and thereupon any or all temporary

Registered Securities of such series may be surrendered in exchange therefor

without charge at the office or agency to be designated and maintained by the

Company for such purpose in the Borough of Manhattan, The City of New York, in

accordance with the provisions of Section 4.02 and in the case of Unregistered

Securities at any agency maintained by the Company for such purpose as specified

pursuant to Section 2.01, and the Trustee shall authenticate and deliver in

exchange for such temporary Securities an equal aggregate principal amount of

definitive Securities of the same series of authorized denominations and in the

case of such Securities that are Coupon Securities, having attached thereto the

appropriate Coupons. Until so exchanged the temporary Securities of any series

shall be entitled to the same benefits under this Indenture as definitive

Securities of such series. The provisions of this Section 2.06 are subject to

any restrictions or limitations on the issue and delivery of temporary

Unregistered Securities of any series that may be established pursuant to

Section 2.01 (including any provision that Unregistered Securities of such

series initially be issued in the form of a single global Unregistered Security

to be delivered to a depositary or agency of the Company located outside the

United States and the procedures pursuant to which definitive Unregistered

Securities of such series would be issued in exchange for such temporary global

Unregistered Security).

Section 2.07. Mutilated, Destroyed, Lost or Stolen Securities. In case any

temporary or definitive Security of any series or, in the case of a Coupon

Security, any Coupon appertaining thereto, shall become mutilated or be

destroyed, lost or stolen, the Company in the case of a mutilated Security or

Coupon shall, and in the case of a lost, stolen or destroyed Security or Coupon

may, in its discretion, execute, and upon receipt of a Company Order the Trustee

shall authenticate and deliver, a new Security of the same series as the

mutilated, destroyed, lost or

<PAGE>

stolen Security or, in the case of a Coupon Security, a new Coupon Security of

the same series as the mutilated, destroyed, lost or stolen Coupon Security or,

in the case of a Coupon, a new Coupon Security of the same series as the Coupon

Security to which such mutilated, destroyed, lost or stolen Coupon appertains,

bearing a number not contemporaneously outstanding, in exchange and substitution

for the mutilated Security, or in lieu of and in substitution for the Security

so destroyed, lost or stolen or in exchange for the Coupon Security to which

such mutilated, destroyed, lost or stolen Coupon appertains, with all

appurtenant Coupons not destroyed, lost or stolen. In every case the applicant

for a substituted Security or Coupon shall furnish to the Company and to the

Trustee such security or indemnity as may be required by them to save each of

them harmless, and, in every case of destruction, loss or theft, the applicant

shall also furnish to the Company and to the Trustee evidence to their

satisfaction of the destruction, loss or theft of such Security or Coupon, as

the case may be, and of the ownership thereof. The Trustee may authenticate any

such substituted Security and deliver the same upon the written request or

authorization of any officer of the Company. Upon the issuance of any

substituted Security or Coupon, the Company may require the payment of a sum

sufficient to cover any tax or other governmental charge that may be imposed in

relation thereto and any other expenses connected therewith and in addition a

further sum not exceeding ten dollars for each Security so issued in

substitution. In case any Security or Coupon which has matured or is about to

mature shall become mutilated or be destroyed, lost or stolen, the Company may,

instead of issuing a substituted Security, pay or authorize the payment of the

same (without surrender thereof except in the case of a mutilated Security or

Coupon) if the applicant for such payment shall furnish the Company and the

Trustee with such security or indemnity as they may require to save them

harmless and, in case of destruction, loss or theft, evidence to the

satisfaction of the Company and the Trustee of the destruction, loss or theft of

such Security or Coupon and of the ownership thereof.

Every substituted Security with, in the case of any such Security that is a

Coupon Security, its Coupons, issued pursuant to the provisions of this Section

by virtue of the fact that any Security or Coupon is destroyed, lost or stolen

shall, with respect to such Security or Coupon, constitute an additional

contractual obligation of the Company, whether or not the destroyed, lost or

stolen Security or Coupon shall be found at any time, and shall be entitled to

all the benefits of this Indenture equally and proportionately with any and all

other Securities, and the Coupons appertaining thereto, duly issued hereunder.

All Securities and any Coupons appertaining thereto shall be held and owned

upon the express condition that the foregoing provisions are exclusive with

respect to the replacement or payment of mutilated, destroyed, lost or stolen

Securities and Coupons appertaining thereto and shall, to the extent permitted

by law, preclude any and all other rights or remedies, notwithstanding any law

or statute existing or hereafter enacted to the contrary with respect to the

replacement or payment of negotiable instruments or other securities without

their surrender.

Section 2.08. Cancellation. All Securities surrendered for payment,

redemption, exchange or registration of transfer, and all Coupons surrendered

for payment as the case may be, shall, if surrendered to the Company or any

agent of the Company or of the Trustee, be delivered to the Trustee and promptly

cancelled by it or, if surrendered to the Trustee, be cancelled by it, and no

Securities or Coupons shall be issued in lieu thereof except as expressly

<PAGE>

permitted by any of the provisions of this Indenture. The Trustee shall destroy

cancelled Securities and Coupons and deliver a certificate of destruction to the

Company.

Section 2.09. Computation of Interest. Except as otherwise specified as

contemplated by Section 2.01 for Securities of any series, interest on the

Securities of each series shall be computed on the basis of a 360-day year of

twelve 30-day months.

Section 2.10. Securities in Global Form. If Securities of a series are

issuable in global form, as specified as contemplated by Section 2.01, then,

notwithstanding clause (9) of Section 2.01 and the provisions of Section 2.04,

such Security shall represent such of the outstanding Securities of such series

as shall be specified therein and may provide that it shall represent the

aggregate amount of outstanding Securities from time to time endorsed thereon

and that the aggregate amount of outstanding Securities represented thereby may

from time to time be reduced to reflect exchanges. Any endorsement of a Security

in global form to reflect the amount, or any increase or decrease in the amount,

of outstanding Securities represented thereby shall be made by the Trustee 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 2.03 or Section 2.06. Subject to the provisions of Section

2.03 and, if applicable, Section 2.06, the Trustee shall deliver and redeliver

any Security in definitive global bearer form in the manner and upon written

instructions given by the Person or Persons specified therein or in the

applicable Company Order. If a Company Order pursuant to Section 2.03 or 2.06

has been, or simultaneously is, delivered, any instructions by the Company with

respect to endorsement or delivery or redelivery of a Security in global form

shall be in writing but need not comply with Section 15.04 and need not be

accompanied by an Opinion of Counsel. The beneficial owner of a Security

represented by a definitive Global Security in bearer form may, upon no less

than 30 days written notice to the Trustee, given by the beneficial owner

through a Depository, exchange its interest in such definitive Global Security

for a definitive Unregistered Security or Securities, or a definitive Registered

Security or Securities, of any authorized denomination, subject to the rules and

regulations of such Depository and its members. No individual definitive

Unregistered Security will be delivered within the United States nor to any

United States person (except as permitted under Treas. Reg. Section

1.163-5(c)(2)(i)(D)(3)).

The provisions of the last sentence of the third to the last paragraph of

Section 2.03 shall apply to any Security represented by a Security in global

form if such Security was never issued and sold by the Company and the Company

delivers to the Trustee the Security in global form together with written

instructions (which need not comply with Section 15.04 and need not be

accompanied by an Opinion of Counsel) with regard to the reduction in the

principal amount of Securities represented thereby, together with the written

statement contemplated by the last sentence of the third to the last paragraph

of Section 2.03.

Unless otherwise specified as contemplated by Section 2.01, payment of

principal of and any premium and any interest on any Security in definitive

global form shall be made to the Person or Persons specified therein.

Section 2.11. Medium-Term Securities. Notwithstanding any contrary

provision herein, if all Securities of a series are not to be originally issued

at one time, it shall not be necessary to deliver the Company Order, Officers'

Certificate, supplemental indenture or Opinion of Counsel

<PAGE>

otherwise required pursuant to Sections 2.01, 2.03, 2.06 and 15.04 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.

An Officers' Certificate or supplemental indenture, delivered pursuant to

this Section 2.11 in the circumstances set forth in the preceding paragraph may

provide that Securities which are the subject thereof will be authenticated and

delivered by the Trustee on original issue from time to time upon the written

order of Persons designated in such Officers' Certificate or supplemental

indenture and that such Persons are authorized to determine, consistent with

such Officers' Certificate or any applicable supplemental indenture such terms

and conditions of said Securities as are specified in such Officers' Certificate

or supplemental indenture, provided that the foregoing procedure is acceptable

to the Trustee.

ARTICLE THREE.

REDEMPTION OF SECURITIES.

Section 3.01. Redemption of Securities; Applicability of Article.

Redemption of Securities of any series as permitted or required by the terms

thereof shall be made in accordance with such terms and this Article; provided,

however, that if any provision of any series of Securities shall conflict with

any provision of this Article, the provision of such series of Securities shall

govern.

The notice date for a redemption of Securities shall mean the date on which

notice of such redemption is given in accordance with the provisions of Section

3.02 hereof.

Section 3.02. Notice of Redemption; Selection of Securities. The election

of the Company to redeem any Securities shall be evidenced by an Officers'

Certificate. In case the Company shall desire to exercise the right to redeem

all, or, as the case may be, any part of a series of Securities pursuant to the

terms and provisions applicable to such series, it shall fix a date for

redemption and shall mail a notice of such redemption at least thirty and not

more than sixty days prior to the date fixed for redemption to the Holders of

the Securities of such series which are Registered Securities to be redeemed as

a whole or in part at their last addresses as the same appear on the Security

mailed in the manner herein provided shall be conclusively presumed to have been

duly given, whether or not the Holder shall have received such notice. In any

case, failure to give notice by mail, or any defect in the notice to the Holder

of any Security of a series designated for redemption as a whole or in part

shall not affect the validity of the proceedings for the redemption of any other

Security of such series.

Notice of redemption to the Holders of Unregistered Securities to be

redeemed as a whole or in part, who have filed their names and addresses with

the Trustee as described in Section 5.02(a)(iii), shall be given by mailing

notice of such redemption, by first class mail, postage prepaid, at least thirty

days and not more than sixty days prior to the date fixed for redemption, to

such Holders at such addresses as were so furnished to the Trustee (and, in the

case of any such notice given by the Company, the Trustee shall make such

information available to the Company for such purpose). Notice of redemption to

any other Holder of an Unregistered Security of such series shall be published

in an Authorized Newspaper in the Borough of Manhattan, The City of

<PAGE>

New York and in an Authorized Newspaper in London (and, if required by Section

4.04, in an Authorized Newspaper in Luxembourg), in each case, once in each of

two successive calendar weeks, the first publication to be not less than thirty

nor more than sixty days prior to the date fixed for redemption. Any notice

which is mailed in the manner herein provided shall be conclusively presumed to

have been duly given, whether or not the Holder shall have received such notice.

In any case, failure to give notice by mail, or any defect in the notice to the

Holder of any Security of a series designated for redemption as a whole or in

part shall not affect the validity of the proceedings for the redemption of any

other Security of such series.

Each such notice of redemption shall specify the provisions of such

Securities under which such redemption is made, that the conditions precedent,

if any, to such redemption have occurred, shall describe the same and the date

fixed for redemption, the redemption price at which such Securities are to be

redeemed, the Place of Payment, that payment will be made upon presentation and

surrender of such Securities and, in the case of Coupon Securities, of all

Coupons appertaining thereto maturing after the date fixed for redemption, that

interest and Additional Amounts, if any, accrued to the date fixed for

redemption will be paid as specified in said notice, and that on and after said

date interest, if any, thereon or on the portions thereof to be redeemed will

cease to accrue. If less than all of the Securities of a series are to be

redeemed any notice of redemption published in an Authorized Newspaper shall

specify the numbers of the Securities to be redeemed. In case any Security is to

be redeemed in part only, the notice of redemption shall state the portion of

the principal amount thereof to be redeemed and shall state that upon surrender

of such Security, a new Security or Securities in principal amount equal to the

unredeemed portion thereof will be issued of the same series.

At least one Business Day prior to the redemption date specified in the

notice of redemption given for Unregistered Securities as provided in this

Section and on or prior to the redemption date specified in the notice of

redemption given for all Securities other than Unregistered Securities, the

Company will deposit in trust with the Trustee or with one or more paying agents

an amount of money sufficient to redeem on the redemption date all the

Securities or portions of Securities so called for redemption at the appropriate

redemption price, together with accrued interest, if any, to the date fixed for

redemption. The Company will give the Trustee notice of each redemption at least

forty-five days prior to the date fixed for redemption (unless a shorter notice

is acceptable to the Trustee) as to the aggregate principal amount of Securities

to be redeemed.

If less than all of the Securities of a series are to be redeemed, the

Trustee shall select, pro rata or by lot or in such other manner as it shall

deem reasonable and fair, the numbers of the Securities to be redeemed in whole

or in part.

Section 3.03. Payment of Securities Called for Redemption. If notice of

redemption has been given as above provided, the Securities or portions of

Securities with respect to which such notice has been given shall become due and

payable on the date and at the Place of Payment stated in such notice at the

applicable redemption price, together with interest, if any (and Additional

Amounts, if any), accrued to the date fixed for redemption, and on and after

said date (unless the Company shall default in the payment of such Securities at

the redemption price, together with interest, if any, and Additional Amounts, if

any, accrued to said date) interest on the Securities or portions of Securities

so called for redemption shall cease to accrue. On

<PAGE>

presentation and surrender of such Securities subject to redemption at said

Place of Payment in said notice specified, the said Securities or the specified

portions thereof shall be paid and redeemed by the Company at the applicable

redemption price, together with interest, if any, and Additional Amounts, if

any, accrued thereon to the date fixed for redemption. Interest, if any (and

Additional Amounts, if any), maturing on or prior to the date fixed for

redemption shall continue to be payable (but without interest thereon unless the

Company shall default in payment thereof) in the case of Coupon Securities to

the bearers of the Coupons for such interest upon surrender thereof, and in the

case of Registered Securities to the Holders thereof registered as such on the

Security Register on the relevant record date subject to the terms and

provisions of Section 2.04. At the option of the Company payment may be made by

check to (or to the order of) the Holders of the Securities or other Persons

entitled thereto against presentation and surrender of such Securities.

If any Coupon Security surrendered for redemption shall not be accompanied

by all appurtenant Coupons maturing after the date fixed for redemption, the

surrender of such missing Coupon or Coupons may be waived by the Company and the

Trustee, if there be furnished to each of them such security or indemnity as

they may require to save each of them harmless.

Upon presentation of any Security redeemed in part only, the Company shall

execute and the Trustee shall authenticate and deliver to the Holder thereof, at

the expense of the Company, a new Security or Securities, of authorized

denominations, in aggregate principal amount equal to the unredeemed portion of

the Security so presented of the same series.

ARTICLE FOUR.

PARTICULAR COVENANTS OF THE COMPANY.

Section 4.01. Payment of Principal, Premium, Interest and Additional

Amounts. The Company will duly and punctually pay or cause to be paid the

principal of (and premium, if any), interest, if any, and Additional Amounts, if

any, on each of the Securities at the place, at the respective times and in the

manner provided in the terms of the Securities and in this Indenture. The

interest on Coupon Securities (together with any Additional Amounts) shall be

payable only upon presentation and surrender of the several Coupons for such

interest installments as are evidenced thereby as they severally mature. The

interest, if any, on any temporary bearer Securities (together with any

Additional Amounts) shall be paid, as to the installments of interest evidenced

by Coupons attached thereto, if any, only upon presentation and surrender

thereof, and, as to the other installments of interest, if any, only upon

presentation of such Securities for notation thereon of the payment of such

interest. The interest on Registered Securities (together with any Additional

Amounts) shall be payable only to the Holders thereof and at the option of the

Company may be paid by mailing checks for such interest payable to or upon the

order of such Holders at their last addresses as they appear on the Security

Securities of the series as contemplated by Section 2.01.

Section 4.02. Offices for Notices and Payments, etc. As long as any of the

Securities of a series remain outstanding, the Company will designate and

maintain, in the Borough of Manhattan, The City of New York, an office or agency

where the Registered Securities of such series may be presented for registration

of transfer and for exchange as in this Indenture

<PAGE>

provided, an office or agency where notices and demands to or upon the Company

in respect of the Securities of such series or of this Indenture may be served,

and an office or agency where the Securities of such series may be presented for

payment. The Company will give to the Trustee notice of the location of each

such office or agency and of any change in the location thereof. In case the

Company shall fail to maintain any such office or agency in the Borough of

Manhattan, The City of New York, or shall fail to give such notice of the

location or of any change in the location thereof, presentations may be made and

notices and demands may be served at the corporate trust office of the Trustee

in the Borough of Manhattan, The City of New York, and the Company hereby

appoints the Trustee as its agent to receive all such presentations, notices and

demands.

If Unregistered Securities of any series are outstanding, the Company will

maintain or cause the Trustee to maintain one or more agencies in a city or

cities located outside the United States (including any city in which such an

agency is required to be maintained under the rules of any stock exchange on

which the Securities of such series are listed) where such Unregistered

Securities, and Coupons, if any, appertaining thereto may be presented for

payment. No payment on any Unregistered Security or Coupon will be made upon

presentation of such Unregistered Security or Coupon at an agency of the Company

within the United States nor will any payment be made by transfer to an account

in, or by mail to an address in, the United States, except, at the option of the

Company, if the Company shall have determined that, pursuant to applicable

United States laws and regulations then in effect such payment can be made

without adverse tax consequences to the Company. Notwithstanding the foregoing,

payments in U.S. Dollars with respect to Unregistered Securities of any series

and Coupons appertaining thereto which are payable in U.S. Dollars may be made

at an agency of the Company maintained in the Borough of Manhattan, The City of

New York if such payment in U.S. Dollars at each agency maintained by the

Company outside the United States for payment on such Unregistered Securities is

illegal or effectively precluded by exchange controls or other similar

restrictions.

The Company hereby initially designates Deutsche Bank Trust Company

Americas, located at its Corporate Trust Office as the Security Registrar and as

the office or agency of the Company in the Borough of Manhattan, The City of New

York, where the Securities may be presented for payment and, in the case of

Registered Securities, for registration of transfer and for exchange as in this

Indenture provided and where notices and demands to or upon the Company in

respect of the Securities of any series or of this Indenture may be served.

Section 4.03. Provisions as to Paying Agent. (a) Whenever the Company shall

appoint a paying agent other than the Trustee with respect to the Securities of

any series, it will cause such paying agent to execute and deliver to the

Trustee an instrument in which such agent shall agree with the Trustee, subject

to the provisions of this Section:

(1) that it will hold sums held by it as such agent for the payment of

the principal of (and premium, if any), interest, if any, or Additional

Amounts, if any, on the Securities of such series in trust for the benefit

of the Holders of the Securities of such series, or Coupons appertaining

thereto, as the case may be, entitled thereto and will notify the Trustee

of the receipt of sums to be so held,

<PAGE>

(2) that it will give the Trustee notice of any failure by the Company

(or by any other obligor on the Securities of such series) to make any

payment of the principal of (or premium, if any), interest, if any, or

Additional Amounts, if any, on the Securities of such series when the same

shall be due and payable, 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.

(b) If the Company shall act as its own paying agent, it will, on or before

each due date of the principal of (and premium, if any), interest, if any, or

Additional Amounts, if any, on the Securities of any series set aside, segregate

and hold in trust for the benefit of the Holders of the Securities of such

series entitled thereto a sum sufficient to pay such principal (and premium if

any), interest, if any, or Additional Amounts, if any, so becoming due. The

Company will promptly notify the Trustee of any failure to take such action.

may, at any time, for the purpose of obtaining a satisfaction and discharge with

respect to one or more or all series of Securities hereunder, or for any other

reason, pay or cause to be paid to the Trustee all sums held in trust for such

series by it or any paying agent hereunder as required by this Section, such

sums to be held by the Trustee upon the trusts herein contained.

(d) Anything in this Section to the contrary notwithstanding, the agreement

to hold sums in trust as provided in this Section is subject to the provisions

of Sections 12.03 and 12.04.

Section 4.04. Luxembourg Publications. In the event of the publication of

any notice pursuant to Section 3.02, 6.07, 7.10, 7.11, 9.02, 10.02 or 12.05, the

party making such publication shall also, to the extent that notice is required

so to be given to Holders of Securities of any series by applicable Luxembourg

law or stock exchange regulation, make a similar publication the same number of

times in Luxembourg.

Section 4.05. Statement by Officers as to Default. (a) The Company will

deliver to the Trustee, on or before a date not more than four months after the

end of each fiscal year of the Company (which, on the date of execution hereof,

ends on December 31) ending after the date hereof, commencing with the fiscal

year ended 2005, but in no event less than once every twelve months, a brief

certificate of the Company's principal executive officer, principal financial

officer or principal accounting officer as to such officer's knowledge of the

Company's compliance with all conditions and covenants under this Indenture

(such compliance to be determined without regard to any period of grace or

requirement of notice provided under this Indenture).

(b) Promptly after any Officer has knowledge of a default hereunder, the

Company will deliver to the Trustee a written notice specifying the nature and

period of existence thereof and the action the Company is taking and proposes to

take with respect thereto.

Section 4.06. Existence. Subject to Article Eleven, the Company will do or

cause to be done all things necessary to preserve and keep in full force and

effect its existence, rights (charter and statutory) and franchises; provided,

however, that the Company shall not be required

<PAGE>

to preserve any rights or franchise if the Board of Directors shall determine

that the preservation thereof is no longer desirable in the conduct of the

business of the Company and that the loss thereof is not disadvantageous in any

material respect to the Securityholders.

ARTICLE FIVE.

SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE.

Section 5.01. Securityholder Lists. The Company covenants and agrees that

it will furnish or cause to be furnished to the Trustee with respect to the

Securities of each series:

(a) semiannually, not later than each Interest Payment Date (in the case of

any series having semiannual Interest Payment Dates) or not later than the dates

determined pursuant to Section 2.01 (in the case of any series not having

semiannual Interest Payment Dates) a list, in such form as the Trustee may

reasonably require, of the names and addresses of the Holders of Securities of

such series as of the Regular Record Date (or as of such other date as may be

determined pursuant to Section 2.01 for such series) therefor, and

(b) at such other times as the Trustee may request in writing, within

thirty days after receipt by the Company of any such request, a list in such

form as the Trustee may reasonably require of the names and addresses of the

Holders of Securities of a particular series specified by the Trustee as of a

date not more than fifteen days prior to the time such information is furnished;

provided, however, that if and so long as the Trustee shall be the Security

Registrar any such list shall exclude names and addresses received by the

Trustee in its capacity as Security Registrar, and if and so long as all of the

Securities of any series are Registered Securities, such list shall not be

required to be furnished.

Section 5.02. Preservation and Disclosure of Lists. (a) The Trustee shall

preserve, in as current a form as is reasonably practicable, all information as

to the names and addresses of the Holders of each series of Securities (i)

contained in the most recent list furnished to it as provided in Section 5.01,

(ii) received by the Trustee in its capacity as Security Registrar or a Paying

Agent, or (iii) that have filed their names and addresses with the Trustee

within the preceding two years. The Trustee may destroy any list furnished to it

as provided in Section 5.01 upon receipt of a new list so furnished.

(b) In case three or more Holders of Securities (hereinafter 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 of such series

for a period of at least six months preceding the date of such application, and

such application states that the Applicants' desire to communicate with other

Holders of Securities of a particular series (in which case the Applicants must

hold Securities of such series) or with Holders of all Securities with respect

to their rights under this Indenture or under such Securities and it 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:

(1) afford to such Applicants access to the information preserved at

the time by the Trustee in accordance with the provisions of subsection (a)

of this Section, or

<PAGE>

(2) inform such Applicants as to the approximate number of Holders of

Securities of such series or all Securities, as the case may be, whose

names and addresses appear in the information preserved at the time by the

Trustee, in accordance with the provisions of subsection (a) of this

Section, and as to the approximate cost of mailing to such Securityholders

the form of proxy or other communication, if any, specified in such

application.

If the Trustee shall elect not to afford to such Applicants access to such

information, the Trustee shall, upon the written request of such Applicants,

mail to each Holder of such series or all Securities, as the case may be, whose

name and address appear in the information preserved at the time by the Trustee

in accordance with the provisions of subsection (a) of this Section 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 Business Days after such tender, the Trustee

shall mail to such Applicants and file with the Securities and Exchange

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 interests of the Holders of Securities of such series or

all Securities, as the case may be, or would be in violation of applicable law.

Such written statement shall specify the basis of such opinion. If said

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, said Commission shall find, after notice and opportunity for

hearing, that all the 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.

agrees with the Company and the Trustee that neither the Company nor the Trustee

nor any agent of the Company or of the Trustee shall be held accountable by

reason of the disclosure of any such information as to the names and addresses

of the Holders of Securities in accordance with the provisions of subsection (b)

of this Section, regardless of the source from 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