{"id":41327,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/subordinated-indenture-healthsouth-corp-and-the-bank-of-nova.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"subordinated-indenture-healthsouth-corp-and-the-bank-of-nova","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/subordinated-indenture-healthsouth-corp-and-the-bank-of-nova.html","title":{"rendered":"Subordinated Indenture &#8211; HealthSouth Corp. and The Bank of Nova Scotia Trust Co. of New York"},"content":{"rendered":"<pre>\n                             HEALTHSOUTH CORPORATION\n\n\n                                       and\n\n\n          THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, as Trustee\n\n\n                              --------------------\n\n\n                             SUBORDINATED INDENTURE\n\n                           Dated as of March 20, 1998\n\n\n                              --------------------\n\n\n\n\n\n\n\n\n\n\n\n\n                             CROSS REFERENCE SHEET*\n\n                                     Between\n\n     Provisions of Trust  Indenture Act (as defined  herein) and Indenture dated\nas of March 20, 1998 between HEALTHSOUTH Corporation and The Bank of Nova Scotia\nTrust Company of New York, Trustee:\n\nSECTION OF THE ACT                                    SECTION OF INDENTURE\n\n310(a)(1) and (2)......................................................6.9\n310(a)(3) and (4).............................................Inapplicable\n310(b)........................................6.8 and 6.10(a), (b) and (d)\n310(c)........................................................Inapplicable\n311(a)................................................................6.14\n311(b)................................................................6.14\n311(c)........................................................Inapplicable\n312(a).........................................................4.1 and 4.2\n312(b).................................................................4.2\n312(c).................................................................4.2\n313(a).................................................................4.3\n313(b)(1).....................................................Inapplicable\n313(b)(2)..............................................................4.3\n313(c).................................4.3, 5.11, 6.10, 6.11, 8.2 and 12.2\n313(d).................................................................4.3\n314(a).........................................................3.5 and 4.2\n314(b)........................................................Inapplicable\n314(c)(1) and (2).....................................................11.5\n314(c)(3).....................................................Inapplicable\n314(d)........................................................Inapplicable\n314(e)................................................................11.5\n314(f)........................................................Inapplicable\n315(a), (c) and (d)....................................................6.1\n315(b)................................................................5.11\n315(e)................................................................5.12\n316(a)(1).....................................................5.9 and 5.10\n316(a)(2).....................................................Not required\n316(a) (last sentence).................................................7.4\n316(b).................................................................5.7\n317(a).................................................................5.2\n317(b)......................................................3.4(a) and (b)\n318(a)................................................................11.7\n\n*This Cross Reference Sheet is not part of the Indenture.\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n\n                                                                            Page\n\nARTICLE 1  DEFINITIONS.........................................................1\n  SECTION 1.1   Certain Terms Defined..........................................1\n  \"Affiliate\"..................................................................2\n  \"Authenticating Agent\".......................................................2\n  \"Authorized Newspaper\".......................................................2\n  \"Board of Directors\".........................................................2\n  \"Board Resolution\"...........................................................2\n  \"Business Day\"...............................................................3\n  \"Capital Stock\"..............................................................3\n  \"Commission\".................................................................3\n  \"Common Equity\"..............................................................3\n  \"Company\"....................................................................3\n  \"Company Order\"..............................................................3\n  \"Consolidated Tangible Assets\"...............................................3\n  \"Corporate Trust Office\".....................................................4\n  \"Coupon\" ....................................................................4\n  \"Covenant Defeasance\"........................................................4\n  \"Depositary\".................................................................4\n  \"Dollar\" or \"$\"..............................................................4\n  \"ECU\"    ....................................................................4\n  \"Event of Default\"...........................................................4\n  \"Exchange Act\"...............................................................4\n  \"Fair Value\".................................................................4\n  \"Foreign Currency\"...........................................................4\n  \"Holder,\" \"Holder of Subordinated Securities,\" \"Securityholder\"..............4\n  \"IRS\"    ....................................................................5\n  \"Judgment Currency\"..........................................................5\n  \"Maturity\"...................................................................5\n  \"Non-U.S. Person\"............................................................5\n  \"Officer's Certificate\"......................................................5\n  \"144A Global Subordinated Security\"..........................................5\n  \"Opinion of Counsel\".........................................................5\n  \"Original Issue Date\"........................................................5\n  \"Original Issue Discount Subordinated Security\"..............................5\n  \"Outstanding\"................................................................6\n  \"Paying Agent\"...............................................................6\n  \"Periodic Offering\"..........................................................6\n  \"Person\" ....................................................................7\n  \"PORTAL Market\"..............................................................7\n  \"Predecessor Subordinated Security\"..........................................7\n  \"principal\"..................................................................7\n  \"QIB\" or \"Qualified Institutional Buyer\".....................................7\n\n\n\n\n\n\n  \"Regular Record Date\"........................................................7\n  \"Registered Global Subordinated Security\"....................................7\n  \"Registered Subordinated Security\"...........................................7\n  \"Regulation S\"...............................................................7\n  \"Regulation S Global Subordinated Security\"..................................8\n  \"Required Currency\"..........................................................8\n  \"Responsible Officer\"........................................................8\n  \"Restricted Subordinated Security\"...........................................8\n  \"Rule 144\"...................................................................8\n  \"Rule 144A\"..................................................................8\n  \"Rule 144K\"..................................................................8\n  \"Securities Act\".............................................................8\n  \"Significant Subsidiary\".....................................................8\n  \"Special Record Date\"........................................................8\n  \"Stated Maturity\"............................................................8\n  \"Subsidiary\".................................................................9\n  \"Subordinated Indenture\".....................................................9\n  \"Transfer Restriction Termination Date\"......................................9\n  \"Trustee\"....................................................................9\n  \"Unregistered Subordinated Security\".........................................9\n  \"U.S. Government Obligations\"................................................9\n  \"Voting Stock\"...............................................................9\n  \"Yield to Maturity\"........................................................ 10\n\nARTICLE 2           SUBORDINATED SECURITIES...................................10\n  SECTION 2.1       Forms Generally...........................................10\n  SECTION 2.2       Form of Trustee's Certificate \n                        of Authentication.....................................10\n  SECTION 2.3       Amount Unlimited; Issuable in Series......................11\n  SECTION 2.4       Authentication and Delivery \n                        of Subordinated Securities............................14\n  SECTION 2.5       Execution of Subordinated Securities......................18\n  SECTION 2.6       Certificate of Authentication.............................18\n  SECTION 2.7       Denomination and Date of Subordinated Securities; \n                    Payments of Interest..................................... 19\n  SECTION 2.8       Registration, Transfer and Exchange.......................21\n  SECTION 2.9       Mutilated, Defaced, Destroyed, Lost and \n                      Stolen Subordinated Securities..........................28\n  SECTION 2.10      Cancellation of Subordinated Securities; \n                      Destruction Thereof.....................................30\n  SECTION 2.11      Temporary Subordinated Securities.........................30\n\nARTICLE 3  COVENANTS OF THE COMPANY ..........................................31\n  SECTION 3.1       Payment of Principal and Interest.........................31\n  SECTION 3.2       Offices for Payments, Etc.................................32\n  SECTION 3.3       Appointment to Fill a Vacancy in\n                      Office of Trustee.......................................33\n  SECTION 3.4       Paying Agents.............................................33\n  SECTION 3.5       Compliance Certificates...................................35\n  SECTION 3.6       Corporate Existence.......................................35\n\n\n\n\n\n\n  SECTION 3.7       Maintenance of Properties................................35\n  SECTION 3.8       Payment of Taxes and Other Claims........................36\n  SECTION 3.9       Luxembourg Publications..................................36\n  SECTION 3.10      Usury Laws...............................................36\n\nARTICLE 4   SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE\n            TRUSTEE...........................................................37\n  SECTION 4.1       Company to Furnish Trustee Information as \n                      to Names and Addresses of Securityholders...............37\n  SECTION 4.2       Preservation of Information; \n                      Communications to Holders...............................37\n  SECTION 4.3       Reports by Trustee........................................38\n  SECTION 4.4       Reports by Company........................................38\n\nARTICLE 5   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF\n            DEFAULT...........................................................38\n  SECTION 5.1       Event of Default Defined, Acceleration of Maturity;  \n                      Waiver of Default.......................................38\n  SECTION 5.2       Acceleration of Maturity; Rescission and Annulment........40\n  SECTION 5.3       Collection of Indebtedness by Trustee; \n                      Trustee May Prove Debt..................................43\n  SECTION 5.5       Trustee May Enforce Claims Without \n                      Possession of Subordinated Securities...................45\n  SECTION 5.6       Application of Proceeds...................................45\n  SECTION 5.7       Suits for Enforcement.....................................46\n  SECTION 5.8       Limitations on Suits by Subordinated \n                      Security Holders........................................47\n  SECTION 5.9       Unconditional Right of Securityholders\n                      to Institute Certain Suits..............................48\n  SECTION 5.10      Restoration of Rights on Abandonment \n                      of Proceedings..........................................48\n  SECTION 5.11      Powers and Remedies Cumulative; Delay or \n                      Omission Not Waiver of Default..........................48\n  SECTION 5.12      Delay or Omission Not Waiver..............................48\n  SECTION 5.13      Control by Holders of Subordinated Securities.............49\n  SECTION 5.14      Waiver of Past Defaults...................................49\n  SECTION 5.15      Trustee to Give Notice of Default, But \n                      May Withhold in Certain Circumstances...................50\n  SECTION 5.16      Right of Court to Require Filing of \n                      Undertaking to Pay Costs................................50\n  SECTION 5.17      Waiver of Stay or Extension Laws..........................51\n\nARTICLE 6   CONCERNING THE TRUSTEE............................................51\n  SECTION 6.1       Duties and Responsibilities of the Trustee;\n                      During Default; Prior to Default........................51\n  SECTION 6.2       Certain Rights of the Trustee.............................53\n  SECTION 6.3       Trustee Not Responsible for Recitals, \n                      Disposition of Subordinated Securities or \n                      Application of Proceeds Thereof.........................54\n  SECTION 6.4       Trustee and Agents May Hold Subordinated \n                      Securities or Coupons;Collections, Etc..................55\n  SECTION 6.5       Moneys Held by Trustee....................................55\n  SECTION 6.6       Compensation and Indemnification of\n                      Trustee and Its Prior Claim.............................55\n\n\n\n\n\n\n  SECTION 6.7       Right of Trustee to Rely on \n                      Officer's Certificate, Etc..............................56\n  SECTION 6.8       Subordinated Indentures Not Creating\n                      Potential Conflicting Interests for\n                      the Trustee.............................................56\n  SECTION 6.9       Qualification of Trustee:\n                      Conflicting Interests...................................56\n  SECTION 6.10      Persons Eligible for Appointment as Trustee...............56\n  SECTION 6.11      Resignation and Removal; \n                      Appointment of Successor Trustee........................57\n  SECTION 6.12      Acceptance of Appointment by Successor Trustee............59\n  SECTION 6.13      Merger, Conversion, Consolidation or\n                      Succession to Business of Trustee...................... 60\n  SECTION 6.14      Preferential Collection of Claims\n                      Against the Company.....................................61\n  SECTION 6.15      Appointment of Authenticating Agent.......................61\n\nARTICLE 7   CONCERNING THE SECURITYHOLDERS....................................63\n  SECTION 7.1       Evidence of Action Taken by Securityholders...............63\n  SECTION 7.2       Proof of Execution of Instruments and \n                    of Holding of Subordinated Securities.....................63\n  SECTION 7.3       Holders to be Treated as Owners...........................64\n  SECTION 7.4       Subordinated Securities Owned by\n                      Company Deemed NotOutstanding...........................64\n  SECTION 7.5       Right of Revocation of Action Taken.......................65\n\nARTICLE 8           SUPPLEMENTAL SUBORDINATED INDENTURES......................66\n  SECTION 8.1       Supplemental Subordinated Indentures \n                      Without Consent of Securityholders......................66\n  SECTION 8.2       Supplemental Subordinated Indentures \n                      with Consent of Securityholders.........................68\n  SECTION 8.4       Documents to be Given to Trustee..........................70\n  SECTION 8.5       Notation on Subordinated Securities in \n                      Respect of Supplemental Subordinated \n                      Indentures..............................................70\n\nARTICLE 9   CONSOLIDATION, MERGER, SALE OR CONVEYANCE.........................71\n  SECTION 9.1       Company May Consolidate, Etc..............................71\n  SECTION 9.2       Successor Corporation Substituted.........................72\n\nARTICLE 10  SATISFACTION AND DISCHARGE........................................72\n  SECTION 10.1      Satisfaction and Discharge of \n                      Subordinated Indenture................................. 72\n  SECTION 10.2      Application by Trustee of Funds Deposited\n                      for Payment of Subordinated Securities..................77\n  SECTION 10.3      Repayment of Moneys Held by Paying Agent..................77\n  SECTION 10.4      Return of Moneys Held by Trustee and \n                      Paying Agent Unclaimed for Two Years....................78\n  SECTION 10.5      Indemnity for U.S. Government of Obligations..............78\n\nARTICLE 11  MISCELLANEOUS PROVISIONS..........................................78\n  SECTION 11.1      Incorporators, Stockholders, Officers and \n                     Directors of Company Exempt from Individual\n                     Liability............................................... 78\n\n\n\n\n\n\n  SECTION 11.2      Provisions of Subordinated Indenture for\n                      the Sole Benefit of Parties and  Holders \nof                    Subordinated Securities and Coupons.....................79\n  SECTION 11.3      Successors and Assigns of Company Bound by \n                      Subordinated Indenture..................................79\n  SECTION 11.4      Notices and Demands on Company, Trustee and \n                      Holders of Subordinated Securities and Coupons..........79\n  SECTION 11.5      Officer's Certificates and Opinions of Counsel; \n                      Statements to be Contained Therein......................80\n  SECTION 11.6      Payments Due on Saturdays, Sundays and Holidays...........81\n  SECTION 11.7      Conflict of Any Provision of Subordinated \n                      Indenture with Trust Indenture Act......................82\n  SECTION 11.8      New York Law to Govern....................................82\n  SECTION 11.9      Counterparts..............................................82\n  SECTION 11.10     Effect of Headings....................................... 82\n  SECTION 11.11     Subordinated Securities in a Foreign \n                      Currency or in ECU......................................82\n  SECTION 11.12     Judgment Currency.........................................83\n\nARTICLE 12   REDEMPTION OF SUBORDINATED SECURITIES AND SINKING FUNDS..........84\n  SECTION 12.1      Applicability of Article..................................84\n  SECTION 12.2      Notice of Redemption; Partial Redemptions.................84\n  SECTION 12.3      Payment of Subordinated Securities Called \n                      for Redemption........................... 86\n  SECTION 12.4      Exclusion of Certain Subordinated Securities\n                     from Eligibility forSelection for Redemption.............87\n  SECTION 12.5      Mandatory and Optional Sinking Funds......................87\n\n\n\n\n\n\n\n\n     THIS  SUBORDINATED  INDENTURE,  dated as of March 20, 1998,  by and between\nHEALTHSOUTH Corporation, a Delaware corporation (the \"Company\"), and The Bank of\nNova Scotia Trust Company of New York, a New York trust company, as trustee (the\n\"Trustee\"),\n\n                              W I T N E S S E T H:\n\n     WHEREAS, the Company has duly authorized the issuance,  sale, execution and\ndelivery,  from  time  to  time,  of its  unsecured  evidences  of  subordinated\nindebtedness (hereinafter referred to as the \"Subordinated Securities\"), without\nlimit as to principal  amount,  issuable in one or more  series,  the amount and\nterms of each such series to be  determined  as  hereinafter  provided;  and, to\nprovide the terms and conditions upon which the  Subordinated  Securities are to\nbe issued,  authenticated  and  delivered,  the Company has duly  authorized the\nexecution of this Subordinated Indenture; and\n\n     WHEREAS, all acts and things necessary to make the Subordinated Securities,\nwhen executed by the Company and  authenticated  and delivered by the Trustee as\nin  this  Subordinated   Indenture  provided,   the  valid,  binding  and  legal\nsubordinated  obligations of the Company,  and to constitute  this  Subordinated\nIndenture a valid indenture and agreement according to its terms, have been done\nand performed, and the execution of this Subordinated Indenture and the issuance\nhereunder  of the  Subordinated  Securities  have  in  all  respects  been  duly\nauthorized; and\n\n     WHEREAS, all things necessary to make this Subordinated Indenture a\nvalid indenture and agreement according to its terms have been done;\n\n     NOW, THEREFORE:\n\n     In  consideration  of the  premises and the  purchases of the  Subordinated\nSecurities by the holders thereof, the Company and the Trustee mutually covenant\nand agree for the equal and proportionate benefit of the respective holders from\ntime  to  time  of the  Subordinated  Securities  and of the  coupons,  if  any,\nappertaining thereto as follows:\n\n                                    ARTICLE 1\n\n                                   DEFINITIONS\n\nSECTION 1.1 Certain Terms Defined.\n\n     The following terms (except as otherwise  expressly  provided or unless the\ncontext  otherwise  clearly  requires)  for all  purposes  of this  Subordinated\nIndenture and of any  indenture  supplemental  hereto shall have the  respective\nmeanings  specified in this Section.  All other terms used in this  Subordinated\nIndenture  that are defined in the Trust  Indenture Act of 1939, as amended (the\n\"Trust  Indenture  Act\"),  or the  definitions of which in the Securities Act of\n1933, as amended (the \"Securities  Act\"), are referred to in the Trust Indenture\nAct,  including terms defined therein by reference to the Securities Act (except\nas herein otherwise expressly provided\n\n\n\n\n\n\nor unless the context  otherwise  requires),  shall have the meaning assigned to\nsuch terms in the Trust  Indenture  Act and in the  Securities  Act as in effect\nfrom time to time.  All accounting  terms used herein and not expressly  defined\nshall have the  meanings  assigned to such terms in  accordance  with  generally\naccepted  accounting  principles,  and the term \"generally  accepted  accounting\nprinciples\"  means such accounting  principles as are generally  accepted at the\ntime of any computation  unless a different time shall be specified with respect\nto such series of  Subordinated  Securities  as provided for in Section 2.3. The\nwords \"herein,\" \"hereof\" and \"hereunder\" and other words of similar import refer\nto this  Subordinated  Indenture as a whole and not to any  particular  Article,\nSection  or other  subdivision.  The  terms  defined  in this  Article  have the\nmeanings  assigned to them in this Article and include the plural as well as the\nsingular.\n\n     \"Affiliate\"  has the same  meaning as given to that term in Rule 405 of the\nSecurities Act or any successor provision.\n\n     \"Authenticating Agent\" shall have the meaning set forth in Section 6.15.\n\n     \"Authorized Newspaper\" means a newspaper (which, in the case of The City of\nNew York, will, if practicable, be The Wall Street Journal (Eastern Edition), in\nthe case of the United  Kingdom  of Great  Britain  and  Northern  Ireland  (the\n\"United Kingdom\"), will, if practicable, be The Financial Times (London Edition)\nand,  in the case of the Grand  Duchy of  Luxembourg  (\"Luxembourg\"),  will,  if\npracticable,  be the  Luxemburger  Wort)  published  in an  official  or  common\nlanguage of the county of publication  customarily published at least once a day\nfor at least five days in each calendar week and of general  circulation  in The\nCity of New York, the United Kingdom or Luxembourg,  as applicable.  If it shall\nbe  impractical  in the  opinion of the Trustee to make any  publication  of any\nnotice  required  hereby in an Authorized  Newspaper,  any  publication or other\nnotice in lieu  thereof  which is made or given with the approval of the Trustee\nshall constitute a sufficient publication of such notice.\n\n     \"Board of Directors\"  means either the Board of Directors of the Company or\nany committee of such Board duly authorized to act on its behalf.\n\n     \"Board  Resolution\" means a copy of one or more  resolutions,  certified by\nthe secretary or an assistant secretary of the Company to have been duly adopted\nor consented  to by the Board of  Directors  and to be in full force and effect,\nand delivered to the Trustee.\n\n     \"Business  Day\" means,  with respect to any  Subordinated  Security,  a day\nother than any day on which banking  institutions  in the city (or in any of the\ncities, if more than one) in which amounts are payable, as specified in the form\nof such Subordinated  Security, are authorized or required by any applicable law\nor regulation to be closed.\n\n     \"Capital Stock\" of any Person means any and all shares, rights to purchase,\nwarrants or options  (whether or not currently  exercisable);  participation  or\nother  equivalents of or interest in (however  designated) the equity (including\nwithout  limitation  common stock,  preferred  stock and  partnership  and joint\nventure  interests)  of such  Person  (excluding  any debt  securities  that are\nconvertible into, or exchangeable for, such equity).\n\n\n\n\n\n\n     \"Commission\" means the Securities and Exchange Commission,  as from time to\ntime  constituted,  created  under the Exchange Act, or if at any time after the\nexecution and delivery of this  Subordinated  Indenture  such  Commission is not\nexisting and performing the duties now assigned to it under the Trust  Indenture\nAct, then the body performing such duties on such date.\n\n     \"Common  Equity\" of any Person means all Capital  Stock of such Person that\nis generally entitled to (a) vote in the election of directors of such Person or\n(b) if such Person is not a  corporation,  vote or otherwise  participate in the\nselection of the governing body, partners,  managers or others that will control\nthe management and policies of such Person.\n\n     \"Company\" means the Person named as the \"Company\" in the first paragraph of\nthis instrument  until a successor Person shall have become such pursuant to the\napplicable provisions of this Subordinated  Indenture,  and thereafter \"Company\"\nshall mean such successor Person.\n\n     \"Company Order\" means a written statement,  request or order of the Company\nsigned in its name by the chairman of the Board of Directors, the president, any\nvice president or the treasurer of the Company.\n\n     \"Consolidated Tangible Assets\" of any Person as of any date means the total\nassets of such Person and its  Subsidiaries  (excluding any assets that would be\nclassified as \"intangible assets\" under generally accepted accounting principles\n(\"GAAP\")) on a consolidated basis at such date, as determined in accordance with\nGAAP,  less all  write-ups  subsequent  to the date of initial  issuance  of the\nSecurities  in the book  value of any asset  owned by such  Person or any of its\nSubsidiaries.\n\n     \"Corporate  Trust  Office\"  means the  office of the  Trustee  at which the\ncorporate  trust  business of the Trustee  shall,  at any  particular  time,  be\nprincipally  administered,  which office is, as of the date of this Subordinated\nIndenture,  located at One Liberty Plaza,  23rd Floor, New York, New York 10006,\nAttention: Corporate Trust Administration.\n\n     \"Coupon\"  means  any  interest  coupon   appertaining  to  an  Unregistered\nSubordinated Security.\n\n     \"Covenant Defeasance\" shall have the meaning set forth in Section 10.1(C).\n\n     \"Defaulted Interest\" has the meaning specified in Section 2.7.\n\n     \"Depositary\"  means,  with respect to the  Subordinated  Securities  of any\nseries  issuable  or  issued  in  the  form  of one or  more  Registered  Global\nSubordinated  Securities,  the Person  designated  as  Depositary by the Company\npursuant  to Section  2.3 until a  successor  Depositary  shall have become such\npursuant  to the  applicable  provisions  of this  Subordinated  Indenture,  and\nthereafter  \"Depositary\"  shall  mean  or  include  each  Person  who is  then a\nDepositary  hereunder,  and if at any time  there is more than one such  Person,\n\"Depositary\"  as used with respect to the  Subordinated  Securities  of any such\nseries  shall  mean  the  Depositary  with  respect  to  the  Registered  Global\nSubordinated Securities of that series.\n\n\n\n\n\n\n     \"Dollar\" or \"$\" means the coin or currency of the United  States of America\nas at the time of payment is legal  tender for the payment of public and private\ndebts.\n\n     \"ECU\" means the European  Currency Unit as defined and revised from time to\ntime by the European Monetary System of the European Community.\n\n     \"Event  of  Default\"  means  any event or  condition  specified  as such in\nSection 5.1.\n\n     \"Exchange Act\" means the Securities Exchange Act of 1934, as amended.\n\n     \"Fair  Value\"  when used with  respect to any Voting  Stock  means the fair\nvalue as determined in good faith by the Board of Directors of the Company.\n\n     \"Foreign  Currency\"  means a currency issued by the government of a country\nother than the United States of America.\n\n     \"Holder,\" \"Holder of Subordinated  Securities,\"  \"Securityholder\"  or other\nsimilar terms mean (a) in the case of any Registered  Subordinated Security, the\nperson in whose name such  Subordinated  Security is  registered in the Security\nRegister  kept by the  Company  for that  purpose in  accordance  with the terms\nhereof,  and (b) in the  case of any  Unregistered  Subordinated  Security,  the\nbearer of such Subordinated Security, or any Coupon appertaining thereto, as the\ncase may be.\n\n     \"Interest  Payment  Date,\" means the Stated  Maturity of an  installment of\ninterest on such Subordinated Security.\n\n     \"IRS\" means the Internal Revenue Service of the United States Department of\nthe Treasury, or any successor entity.\n\n     \"Judgment Currency\" has the meaning set forth in Section 11.12.\n\n     \"Maturity\",  when used with respect to any Subordinated Security, means the\ndate on which  the  principal  of such  Subordinated  Security  becomes  due and\npayable as  therein or herein  provided,  whether at the Stated  Maturity  or by\ndeclaration of acceleration, call for redemption or otherwise.\n\n     \"Non-U.S. Person\" means any person that is not a \"U.S. person\" as such term\nis defined in Rule 902 of the Securities Act.\n\n     \"Officer's  Certificate\"  means a certificate signed by the chairman of the\nBoard of Directors,  the president or any vice president or the treasurer of the\nCompany and delivered to the Trustee.  Each such  certificate  shall comply with\nSection 314 of the Trust  Indenture Act and include the statements  provided for\nin Section 11.5.\n\n     \"144A Global  Subordinated  Security\"  has the meaning set forth in Section\n2.8(b)(i).\n\n\n\n\n\n\n     \"Opinion of Counsel\"  means an opinion in writing  signed by legal  counsel\nwho may be an  employee  of the  Company or other  counsel  satisfactory  to the\nTrustee.  Each such opinion shall comply with Section 314 of the Trust Indenture\nAct and include the statements provided for in Section 11.5.\n\n     \"Original  Issue Date\" of any  Subordinated  Security (or portion  thereof)\nmeans the earlier of (a) the date of such Subordinated  Security or (b) the date\nof any Subordinated  Security (or portion  thereof) for which such  Subordinated\nSecurity  was issued  (directly  or  indirectly)  on  registration  of transfer,\nexchange or substitution.\n\n     \"Original  Issue Discount  Subordinated  Security\"  means any  Subordinated\nSecurity that provides for an amount less than the principal  amount  thereof to\nbe due and payable upon a declaration of  acceleration  of the Maturity  thereof\npursuant to Section 5.2.\n\n     \"Outstanding\" (except as otherwise provided in Section 7.4), when used with\nreference  to  Subordinated  Securities,  means,  subject to the  provisions  of\nSection  7.4,  as  of  any   particular   time,  all   Subordinated   Securities\nauthenticated  and delivered by the Trustee under this  Subordinated  Indenture,\nexcept\n\n     (a)  Subordinated   Securities  theretofore  canceled  by  the  Trustee  or\ndelivered to the Trustee for cancellation;\n\n     (b)  Subordinated  Securities,  or  portions  thereof,  for the  payment or\nredemption of which moneys or U.S.  Government  Obligations  (as provided for in\nSection  10.1) in the necessary  amount shall have been  deposited in trust with\nthe Trustee or with any Paying Agent (other than the Company) or shall have been\nset aside,  segregated  and held in trust by the Company for the Holders of such\nSubordinated  Securities  (if the  Company  shall act as its own Paying  Agent),\nprovided, that if such Subordinated  Securities,  or portions thereof, are to be\nredeemed prior to the Maturity  thereof,  notice of such  redemption  shall have\nbeen given as herein provided,  or provisions  satisfactory to the Trustee shall\nhave been made for giving such notice; and\n\n     (c)  Subordinated  Securities which shall have been paid or in substitution\nfor which  other  Subordinated  Securities  shall  have been  authenticated  and\ndelivered  pursuant to the terms of Section 2.9 (except with respect to any such\nSubordinated Security as to which proof satisfactory to the Trustee is presented\nthat  such  Subordinated  Security  is held by a  person  in  whose  hands  such\nSubordinated Security is a legal, valid and binding obligation of the Company).\n\n     In  determining  whether the Holders of the requisite  principal  amount of\nOutstanding Subordinated Securities of any or all series have given any request,\ndemand,  authorization,  direction,  notice,  consent or waiver  hereunder,  the\nprincipal amount of an Original Issue Discount  Subordinated Security that shall\nbe  deemed  to be  Outstanding  for such  purposes  shall be the  amount  of the\nprincipal  thereof  that  would  be due  and  payable  as of the  date  of  such\ndetermination  upon  a  declaration  of  acceleration  of the  Maturity  thereof\npursuant to Section 5.2.\n\n\n\n\n\n\n     \"Paying  Agent\"  means any  Person  authorized  by the  Company  to pay the\nprincipal of (and  premium,  if any) or interest on any  Securities on behalf of\nthe Company.\n\n     \"Periodic  Offering\"  means an offering  of  Subordinated  Securities  of a\nseries from time to time, the specific terms of which  Subordinated  Securities,\nincluding,  without limitation,  the rate or rates of interest, if any, thereon,\nthe Stated Maturity or Maturities thereof and the redemption provisions, if any,\nwith respect thereto, are to be determined by the Company or its agents upon the\nissuance of such Subordinated Securities.\n\n     \"Person\" means any individual, corporation,  partnership, limited liability\ncompany, joint venture, association,  joint stock company, trust, unincorporated\norganization or government or any agency or political subdivision thereof.\n\n     \"PORTAL  Market\"  means  Private  Offerings,  Resales and  Trading  through\nAutomatic Linkages Market.\n\n     \"Predecessor Subordinated Security\" of any particular Subordinated Security\nmeans every previous  Subordinated  Security  evidencing all or a portion of the\nsame debt as that evidenced by such particular  Subordinated Security;  and, for\nthe purposes of this definition,  any Subordinated  Security  authenticated  and\ndelivered  under  Section  2.4  in  exchange  for  or in  lieu  of a  mutilated,\ndestroyed,  lost or stolen Subordinated Security shall be deemed to evidence the\nsame debt as the mutilated, destroyed, lost or stolen Subordinated Security.\n\n     \"principal\" whenever used with reference to the Subordinated  Securities or\nany  Subordinated  Security or any portion  thereof,  shall be deemed to include\n\"and premium,  if any,\" provided,  however,  that such inclusion of premium,  if\nany, shall under no circumstances  result in the double counting of such premium\nfor the purpose of any calculation required hereunder.\n\n     \"QIB\" or \"Qualified  Institutional  Buyer\" means  \"Qualified  Institutional\nBuyer\" as such term is defined in Rule 144A under the Securities Act.\n\n     \"Regular Record Date\" for the interest payable on any Interest Payment Date\non the  securities  of any series means the date  specified  for that purpose as\ncontemplated in Section 2.3.\n\n     \"Registered  Global  Subordinated  Security\" means a Subordinated  Security\nevidencing  all or a part of a series  of  Registered  Subordinated  Securities,\nissued to the  Depositary  for such series in  accordance  with Section 2.4, and\nbearing the legend  prescribed  in Section 2.4 and any other legend  required by\nthe Depositary for such series.\n\n     \"Registered   Subordinated   Security\"  means  any  Subordinated   Security\nregistered on the Subordinated Security Register of the Company.\n\n     \"Regulation  S\"  means  Regulation  S  under  the  Securities  Act,  or any\nsuccessor provision.\n\n\n\n\n\n\n     \"Regulation  S Global  Subordinated  Security\" has the meaning set forth in\nSection 2.8(b).\n\n     \"Required Currency\" shall have the meaning set forth in Section 11.12 .\n\n     \"Responsible  Officer\"  when used with  respect  to the  Trustee  means the\nchairman of the board of directors, any vice chairman of the board of directors,\nthe chairman of the trust  committee,  the chairman of the executive  committee,\nany vice chairman of the executive committee,  the president, any vice president\n(whether or not  designated  by numbers or words added before or after the title\n\"Vice President\"), the cashier, the secretary, the treasurer, any trust officer,\nany  assistant  trust  officer,  any  assistant  vice  president,  any assistant\ncashier, any assistant secretary,  any assistant treasurer, or any other officer\nor assistant officer of the Trustee customarily  performing functions similar to\nthose  performed  by the  persons  who at  the  time  shall  be  such  officers,\nrespectively,  or to whom any corporate trust matter is referred  because of his\nor her knowledge of and familiarity with the particular subject.\n\n     \"Restricted  Subordinated  Security\"  has the  meaning set forth in Section\n2.8(b).\n\n     \"Rule 144\" means Rule 144 under the Securities Act.\n\n     \"Rule 144A\" means Rule 144A under the Securities Act.\n\n     \"Rule 144K\" means Rule 144(k) under the Securities Act.\n\n     \"Securities Act\" means the Securities Act of 1933, as amended.\n\n     \"Security  Register\" and \"Security  Registrar\" have the respective meanings\nspecified in Section 2.9.\n\n     \"Significant  Subsidiary\"  means a Subsidiary  of the Company  which at the\ntime of determination  either (i) had tangible assets which, as of the Company's\nmost recent  quarterly  consolidated  balance sheet,  constituted at least 5% of\nConsolidated  Tangible  Assets as of such  date,  or (ii) had  revenues  for the\n12-month  period  ending  on the date of the  Company's  most  recent  quarterly\nconsolidated  statement of income which constituted at least 5% of the Company's\ntotal consolidated revenues for such period.\n\n     \"Special  Record Date\" for the payment of any  Defaulted  Interest  means a\ndate fixed by the Trustee pursuant to Section 2.7.\n\n     \"Stated Maturity\",  when used with respect to any Subordinated  Security or\nany  installment  of  interest  thereon,   means  the  date  specified  in  such\nSubordinated  Security  as the  fixed  date  on  which  the  principal  of  such\nSubordinated Security or such installment of interest is due and payable.\n\n     \"Subsidiary\" of any Person means (a) any corporation of which Common Equity\nhaving  ordinary  voting  power to elect a  majority  of the  directors  of such\ncorporation is owned by such\n\n\n\n\n\n\nPerson directly or through one or more other subsidiaries of such Person and (b)\nany  entity  other  than  a  corporation  in  which  such  Person,  directly  or\nindirectly,  owns at least 50% of the Common  Equity of such  entity and has the\nauthority to manage such entity on a day-to-day basis.\n\n     \"Subordinated  Indenture\" means this instrument as originally  executed and\ndelivered or, if amended or  supplemented as herein  provided,  as so amended or\nsupplemented or both, and shall include the forms and terms of particular series\nof Subordinated Securities established as contemplated hereunder.\n\n     \"Subordinated  Security\" or \"Subordinated  Securities\" (except as otherwise\nprovided  in Section  7.4) has the meaning  stated in the first  recital of this\nSubordinated  Indenture,  or, as the case may be,  Subordinated  Securities that\nhave been authenticated and delivered under this Subordinated Indenture.\n\n     \"Transfer Restriction Termination Date\" means the earlier of the first date\non  which  (i)  the  Subordinated  Securities  of  a  series  (other  than  such\nSubordinated  Securities  acquired by the Company or any Affiliate thereof since\nthe issue date of such  Subordinated  Securities)  may be sold  pursuant to Rule\n144K (or any successor provision) and (ii) all such Subordinated Securities have\nbeen exchanged or sold pursuant to an effective registration statement.\n\n     \"Trustee\"  means the Person  identified as \"Trustee\" in the first paragraph\nhereof  and,  subject to the  provisions  of Article 6, shall also  include  any\nsuccessor trustee.  \"Trustee\" shall also mean or include each Person who is then\na  trustee  hereunder  and if at any time  there is more  than one such  Person,\n\"Trustee\"  as used with  respect to the  Subordinated  Securities  of any series\nshall mean the  trustee  with  respect to the  Subordinated  Securities  of such\nseries.\n\n     \"Unregistered  Subordinated Security\" means any Subordinated Security other\nthan a Registered Subordinated Security.\n\n     \"U.S.  Government  Obligations\" shall have the meaning set forth in Section\n10.1(A).\n\n     \"Voting  Stock\" means stock of any class or classes  having  general voting\npower  under  ordinary  circumstances  to  elect  a  majority  of the  board  of\ndirectors,  managers or trustees of the corporation in question, provided, that,\nfor  the  purposes   hereof,   stock  which  carries  only  the  right  to  vote\nconditionally on the happening of an event shall not be considered  voting stock\nwhether or not such event shall have happened.\n\n     \"Yield to Maturity\"  means the yield to maturity on a series of securities,\ncalculated  at the time of issuance of such series,  or, if  applicable,  at the\nmost recent  redetermination  of  interest on such  series,  and  calculated  in\naccordance with accepted financial practice.\n\n\n\n\n\n\n                                    ARTICLE 2\n\n\n                             SUBORDINATED SECURITIES\n\nSECTION 2.1 Forms Generally.\n\n     The Subordinated  Securities of each series and the Coupons,  if any, to be\nattached thereto shall be substantially in such form (not inconsistent with this\nSubordinated  Indenture) as shall be  established  by or pursuant to one or more\nBoard  Resolutions  (as  set  forth  in a Board  Resolution  or,  to the  extent\nestablished  pursuant to but not set forth in a Board  Resolution,  an Officer's\nCertificate   detailing  such  establishment)  or  in  one  or  more  indentures\nsupplemental hereto, in each case with such appropriate  insertions,  omissions,\nsubstitutions  and  other  variations  as are  required  or  permitted  by  this\nSubordinated  Indenture and may have imprinted or otherwise  reproduced  thereon\nsuch legend or legends or endorsements,  not inconsistent with the provisions of\nthis Subordinated  Indenture,  as may be required to comply with any law or with\nany rules or regulations  pursuant thereto,  or with any rules of any securities\nexchange  or to  conform  to  general  usage,  all as may be  determined  by the\nofficers  executing  such  Subordinated  Securities  and  Coupons,  if  any,  as\nevidenced by their execution of such Subordinated Securities and Coupons.\n\n     The  definitive  Subordinated  Securities  and  Coupons,  if any,  shall be\nprinted,  lithographed or engraved on steel engraved  borders or may be produced\nin  any  other  manner,  all  as  determined  by  the  officers  executing  such\nSubordinated  Securities and Coupons, if any, as evidenced by their execution of\nsuch Subordinated Securities and Coupons, if any.\n\nSECTION 2.2 Form of Trustee's Certificate of Authentication.\n\n     The Trustee's certificate of authentication on all Subordinated  Securities\nshall be in substantially the following form:\n\n     \"This  is  one  of  the   Subordinated   Securities   referred  to  in  the\nwithin-mentioned Subordinated Indenture.\n\n                                            [__________________________________]\n\n                                            as Trustee\n\n                                             By_________________________________\n\n                                                  Authorized Signatory\"\n\n\n\n\n\n\n     If at any  time  there  shall be an  Authenticating  Agent  appointed  with\nrespect to any series of Subordinated Securities, then the Trustee's Certificate\nof Authentication to be borne by the Subordinated Securities of each such series\nshall be substantially as follows:\n\n     \"This  is  one  of  the   Subordinated   Securities   referred  to  in  the\nwithin-mentioned Subordinated Indenture.\n\n                                            [__________________________________]\n                                               as Authenticating Agent\n\n\n                                            By__________________________________\n                                                 Authorized Signatory\"\n\n\nSECTION 2.3 Amount Unlimited; Issuable in Series.\n\n     The aggregate  principal  amount of  Subordinated  Securities  which may be\nauthenticated and delivered under this Subordinated Indenture is unlimited.\n\n     The  Subordinated  Securities  may be issued in one or more series and each\nsuch series shall be established in or pursuant to one or more Board Resolutions\n(and  to the  extent  established  pursuant  to but  not  set  forth  in a Board\nResolution,  in  an  Officer's  Certificate  detailing  such  establishment)  or\nestablished in one or more indentures  supplemental hereto, prior to the initial\nissuance of Subordinated Securities of any series,\n\n     (1) the  designation of the  Subordinated  Securities of the series,  which\nshall   distinguish  the   Subordinated   Securities  of  the  series  from  the\nSubordinated  Securities of all other series,  and which may be part of a series\nof Subordinated Securities previously issued;\n\n     (2) any limit  upon the  aggregate  principal  amount  of the  Subordinated\nSecurities  of the series that may be  authenticated  and  delivered  under this\nSubordinated  Indenture  (except for Subordinated  Securities  authenticated and\ndelivered upon  registration  of transfer of, or in exchange for, or in lieu of,\nother Subordinated  Securities of the series pursuant to Section 2.8, 2.9, 2.11,\n8.5 or 12.3);\n\n     (3) if other than Dollars,  the coin or currency in which the  Subordinated\nSecurities  of the series are  denominated  (including,  but not limited to, any\nForeign Currency or ECU);\n\n     (4) the date or dates on which the principal of the Subordinated Securities\nof the series is payable;\n\n     (5) the rate or rates at which the  Subordinated  Securities  of the series\nshall bear  interest,  if any, the date or dates from which such interest  shall\naccrue,  on which such interest  shall be payable and (in the case of Registered\nSubordinated Securities) on which a\n\n\n\n\n\n\nrecord  shall be taken for the  determination  of  Holders to whom  interest  is\npayable  and\/or the method by which such rate or rates or date or dates shall be\ndetermined;\n\n     (6) the  place  or  places  where  the  principal  of and any  interest  on\nSubordinated  Securities  of the  series  shall be  payable,  if  other  than as\nprovided in Section 3.2;\n\n     (7) the right, if any, of the Company to redeem Subordinated Securities, in\nwhole or in part,  at its option and the period or  periods  within  which,  the\nprice or prices at which and any terms and  conditions  upon which  Subordinated\nSecurities  of the series may be so  redeemed,  pursuant to any sinking  fund or\notherwise;\n\n     (8) the  obligation,  if any, of the  Company to redeem,  purchase or repay\nSubordinated  Securities  of the series  pursuant to any  mandatory  redemption,\nsinking fund or analogous  provisions  or at the option of a Holder  thereof and\nthe  price or prices at which and the  period or  periods  within  which and any\nterms and conditions upon which  Subordinated  Securities of the series shall be\nredeemed, purchased or repaid, in whole or in part, pursuant to such obligation;\n\n     (9) if other than denominations of $1,000 and any integral multiple thereof\nin the case of Registered Subordinated  Securities,  or $1,000 and $5,000 in the\ncase  of  Unregistered  Subordinated  Securities,  the  denominations  in  which\nSubordinated Securities of the series shall be issuable;\n\n     (10) if  other  than the  principal  amount  thereof,  the  portion  of the\nprincipal amount of Subordinated Securities of the series which shall be payable\nupon declaration of acceleration of the Maturity thereof;\n\n     (11) if  other  than  the  coin  or  currency  in  which  the  Subordinated\nSecurities of the series are denominated,  the coin or currency in which payment\nof the  principal of or interest on the  Subordinated  Securities of such series\nshall be payable;\n\n     (12) if the principal of or interest on the Subordinated  Securities of the\nseries are to be payable, at the election of the Company or a Holder thereof, in\na coin or  currency  other than that in which the  Subordinated  Securities  are\ndenominated,  the period or periods  within which,  and the terms and conditions\nupon which, such election may be made;\n\n     (13)  if the  amount  of  payments  of  principal  of and  interest  on the\nSubordinated  Securities  of the series may be determined  with  reference to an\nindex  based on a coin or  currency  other  than that in which the  Subordinated\nSecurities of the series are denominated, the manner in which such amounts shall\nbe determined;\n\n     (14) whether the Subordinated  Securities of the series will be issuable as\nRegistered  Subordinated  Securities  (and  if  so,  whether  such  Subordinated\nSecurities  will be issuable as Registered  Global  Subordinated  Securities) or\nUnregistered   Subordinated   Securities  (with  or  without  Coupons),  or  any\ncombination of the foregoing,  any restrictions applicable to the offer, sale or\ndelivery of Unregistered Subordinated Securities or the payment of interest\n\n\n\n\n\n\nthereon  and,  if other than as provided  in Section  2.8,  the terms upon which\nUnregistered  Subordinated  Securities  of  any  series  may  be  exchanged  for\nRegistered Subordinated Securities of such series and vice versa;\n\n     (15) whether and under what  circumstances  the Company will pay additional\namounts on the Subordinated Securities of the series held by a person who is not\na U.S. person in respect of any tax,  assessment or governmental charge withheld\nor deducted  and, if so,  whether the Company will have the option to redeem the\nSubordinated Securities of the series rather than pay such additional amounts;\n\n     (16) if the  Subordinated  Securities  of the series are to be  issuable in\ndefinitive  form (whether  upon  original  issue or upon exchange of a temporary\nSubordinated  Security of such series) only upon receipt of certain certificates\nor other documents or satisfaction  of other  conditions,  the form and terms of\nsuch certificates, documents or conditions;\n\n     (17) any trustees, depositaries,  authenticating or paying agents, transfer\nagents or  registrars  of any other  agents  with  respect  to the  Subordinated\nSecurities of such series;\n\n     (18)  any  other  events  of  default  or  covenants  with  respect  to the\nSubordinated Securities of such series;\n\n     (19)  the  terms  of   subordination   applicable  to  any  series  of  the\nSubordinated Securities;\n\n     (20) if the  Subordinated  Securities  of the series are to be  convertible\ninto or exchangeable for any other security; and\n\n     (21) any other terms of the series  (which terms shall not be  inconsistent\nwith the provisions of this Subordinated Indenture).\n\n     All  Subordinated  Securities  of any  one  series  and  Coupons,  if  any,\nappertaining  thereto shall be  substantially  identical,  except in the case of\nRegistered  Subordinated  Securities  as  to  denomination  and  except  as  may\notherwise  be  provided  by or pursuant  to the Board  Resolution  or  Officer's\nCertificate  referred  to above or as set  forth in any  indenture  supplemental\nhereto. All Subordinated  Securities of any one series need not be issued at the\nsame time and may be issued from time to time, consistent with the terms of this\nSubordinated  Indenture, if so provided by or pursuant to such Board Resolution,\nsuch Officer's Certificate or in any indenture supplemental hereto.\n\nSECTION 2.4 Authentication and Delivery of Subordinated Securities.\n\n     The  Company  may  deliver  Subordinated  Securities  of any series  having\nattached thereto  appropriate  Coupons,  if any,  executed by the Company to the\nTrustee for  authentication  together with the applicable  documents referred to\nbelow in this Section  2.4, and the Trustee  shall  thereupon  authenticate  and\ndeliver such Subordinated  Securities and Coupons,  if any, to or upon the order\nof the  Company  (contained  in the  Company  Order  referred  to  below in this\nSection)\n\n\n\n\n\n\nor pursuant to such procedures  acceptable to the Trustee and to such recipients\nas may be specified  from time to time by a Company  Order.  The maturity  date,\noriginal  issue  date,  interest  rate and any other  terms of the  Subordinated\nSecurities  of such series and Coupons,  if any,  appertaining  thereto shall be\ndetermined by or pursuant to such Company Order and procedures.  If provided for\nin such procedures, such Company Order may authorize authentication and delivery\npursuant  to oral or  electronic  instructions  from  the  Company  or its  duly\nauthorized  agent or agents,  which  instructions,  if oral,  shall be  promptly\nconfirmed  in  writing.  In  authenticating  such  Subordinated  Securities  and\naccepting the additional  responsibilities  under this Subordinated Indenture in\nrelation  to such  Subordinated  Securities,  the  Trustee  shall be entitled to\nreceive (in the case of  subparagraphs  (2), (3) and (4) below only at or before\nthe time of the first  request  of the  Company to the  Trustee to  authenticate\nSubordinated  Securities  of such  series) and (subject to Section 6.1) shall be\nfully protected in relying upon, the following  enumerated  documents unless and\nuntil such documents have been superseded or revoked:\n\n     (1) a Company  Order  requesting  such  authentication  and  setting  forth\ndelivery  instructions if the Subordinated  Securities and Coupons,  if any, are\nnot to be delivered to the Company,  provided that, with respect to Subordinated\nSecurities of a series  subject to a Periodic  Offering,  (a) such Company Order\nmay be  delivered  by the  Company to the Trustee  prior to the  delivery to the\nTrustee of such Subordinated Securities for authentication and delivery, (b) the\nTrustee shall  authenticate and deliver  Subordinated  Securities of such series\nfor  original  issue from time to time,  in an  aggregate  principal  amount not\nexceeding the aggregate  principal amount established for such series,  pursuant\nto a Company Order or pursuant to procedures acceptable to the Trustee as may be\nspecified from time to time by a Company Order,  (c) the maturity date or dates,\noriginal  issue  date or dates,  interest  rate or rates and any other  terms of\nSubordinated Securities of such series shall be determined by a Company Order or\npursuant to such  procedures  and (d) if provided for in such  procedures,  such\nCompany  Order may  authorize  authentication  and delivery  pursuant to oral or\nelectronic instructions from the Company or its duly authorized agent or agents,\nwhich instructions, if oral, shall be promptly confirmed in writing;\n\n     (2)  any  Board   Resolution,   Officer's   Certificate   and\/or   executed\nsupplemental  indenture  referred  to in Section  2.1 and 2.3 by or  pursuant to\nwhich the forms and terms of the  Subordinated  Securities and Coupons,  if any,\nwere established;\n\n     (3) an Officer's  Certificate  setting forth the form or forms and terms of\nthe Subordinated  Securities and Coupons, if any, stating that the form or forms\nand  terms  of the  Subordinated  Securities  and  Coupons,  if any,  have  been\nestablished  pursuant to Sections 2.1 and 2.3 and comply with this  Subordinated\nIndenture,  and  covering  such other  matters  as the  Trustee  may  reasonably\nrequest; and\n\n     (4) At the option of the Company,  either one or more  Opinions of Counsel,\nor a  letter  addressed  to the  Trustee  permitting  it to  rely on one or more\nOpinions of Counsel, substantially to the effect that:\n\n\n\n\n\n\n          (a) the form or forms of the Subordinated  Securities and Coupons,  if\n     any, have been duly  authorized  and  established  in  conformity  with the\n     provisions of this Subordinated Indenture;\n\n          (b)  in  the  case  of an  underwritten  offering,  the  terms  of the\n     Subordinated  Securities  have  been duly  authorized  and  established  in\n     conformity with the provisions of this Subordinated Indenture,  and, in the\n     case  of an  offering  that  is  not  underwritten,  certain  terms  of the\n     Subordinated   Securities  have  been  established   pursuant  to  a  Board\n     Resolution,  an  Officer's  Certificate  or  a  supplemental  indenture  in\n     accordance with this Subordinated  Indenture,  and when such other terms as\n     are to be  established  pursuant to procedures set forth in a Company Order\n     shall have been established,  all such terms will have been duly authorized\n     by the  Company  and will  have been  established  in  conformity  with the\n     provisions of this Subordinated Indenture; and\n\n          (c) such Subordinated Securities and Coupons, if any, when executed by\n     the  Company  and  authenticated  by the  Trustee  in  accordance  with the\n     provisions  of this  Subordinated  Indenture and delivered to and duly paid\n     for by the purchasers thereof,  and subject to any conditions  specified in\n     such Opinion of Counsel, will have been duly issued under this Subordinated\n     Indenture, will be entitled to the benefits of this Subordinated Indenture,\n     and will be valid and binding  obligations  of the Company,  enforceable in\n     accordance with their respective terms except as the enforceability thereof\n     may be limited by (i)  bankruptcy,  insolvency  or similar  laws  affecting\n     creditors' rights generally, (ii) rights of acceleration, if any, and (iii)\n     the  availability  of  equitable  remedies  may  be  limited  by  equitable\n     principles  of  general  applicability  and such  counsel  need  express no\n     opinion with regard to the  enforceability  of Section 6.6 or of a judgment\n     denominated in a currency other than Dollars.\n\n     In  rendering  such  opinions,  any counsel may qualify any  opinions as to\nenforceability by stating that such enforceability may be limited by bankruptcy,\ninsolvency,  reorganization,  liquidation,  moratorium,  fraudulent transfer and\nother similar laws affecting the rights and remedies of creditors and is subject\nto general  principles of equity  (regardless of whether such  enforceability is\nconsidered  in a  proceeding  in equity or at law).  Such  counsel may rely upon\nopinions of other  counsel  (copies of which shall be  delivered to the Trustee)\nreasonably  satisfactory  to the Trustee,  in which case the opinion shall state\nthat such  counsel  believes he and the Trustee  are  entitled so to rely.  Such\ncounsel may also state that,  insofar as such opinion  involves factual matters,\nhe has relied,  to the extent he deems proper,  upon certificates of officers of\nthe Company and its subsidiaries and certificates of public officials.\n\n     The Trustee shall have the right to decline to authenticate and deliver any\nSubordinated  Securities  under this  section if the Trustee,  being  advised by\ncounsel, determines that such action may not lawfully be taken by the Company or\nif the  Trustee in good faith by its board of  directors  or board of  trustees,\nexecutive  committee  or a  trust  committee  of  directors  or  trustees  shall\ndetermine  that such action  would  expose the Trustee to personal  liability to\nexisting Holders or would affect the Trustee's own rights,  duties or immunities\nunder the Subordinated Securities, this Subordinated Indenture or otherwise.\n\n\n\n\n\n\n\n     If  the  Company  shall   establish   pursuant  to  Section  2.3  that  the\nSubordinated  Securities of a series are to be issued in the form of one or more\nRegistered Global  Subordinated  Securities,  then the Company shall execute and\nthe Trustee  shall,  in accordance  with this Section and the Company Order with\nrespect to such series,  authenticate and deliver one or more Registered  Global\nSubordinated  Securities that (i) shall represent and shall be denominated in an\namount  equal  to the  aggregate  principal  amount  of all of the  Subordinated\nSecurities of such series issued and not yet canceled,  (ii) shall be registered\nin the name of the Depositary for such Registered Global  Subordinated  Security\nor  Subordinated  Securities or the nominee of such  Depositary,  (iii) shall be\ndelivered by the Trustee to such  Depositary  or  delivered or held  pursuant to\nsuch Depositary's instructions and (iv) shall bear a legend substantially to the\nfollowing  effect:  \"Unless  and until it is  exchanged  in whole or in part for\nSubordinated   Securities  in  definitive  registered  form,  this  Subordinated\nSecurity  may not be  transferred  except  as a whole by the  Depositary  to the\nnominee of the Depositary or by a nominee of the Depositary to the Depositary or\nanother  nominee of the Depositary or by the Depositary or any such nominee to a\nsuccessor Depositary or a nominee of such successor Depositary.\"\n\n     Each Depositary designated pursuant to Section 2.3 must, at the time of its\ndesignation and at all times while it serves as Depositary, be a clearing agency\nregistered  under  the  Exchange  Act  and  any  other  applicable   statute  or\nregulation.\n\nSECTION 2.5 Execution of Subordinated Securities.\n\n     The Subordinated  Securities and each Coupon appertaining  thereto, if any,\nshall be signed on behalf of the Company by the chairman or vice chairman of its\nBoard of Directors or its president,  or any executive (senior or other), a vice\npresident  or its  treasurer,  under its  corporate  seal (except in the case of\nCoupons) which may, but need not, be attested. Such signatures may be the manual\nor facsimile signatures of the present or any future such officers.  The seal of\nthe  Company may be in the form of a  facsimile  thereof  and may be  impressed,\naffixed,  imprinted  or otherwise  reproduced  on the  Subordinated  Securities.\nTypographical  and other minor errors or defects in any such reproduction of the\nseal or any such signature  shall not affect the validity or  enforceability  of\nany Subordinated  Security that has been duly authenticated and delivered by the\nTrustee.\n\n     In case any  officer  of the  Company  who  shall  have  signed  any of the\nSubordinated  Securities  or Coupons,  if any,  shall  cease to be such  officer\nbefore  the  Subordinated  Security  or Coupon so  signed  (or the  Subordinated\nSecurity to which the Coupon so signed  appertains)  shall be authenticated  and\ndelivered  by the  Trustee or  disposed  of by the  Company,  such  Subordinated\nSecurity or Coupon  nevertheless may be authenticated  and delivered or disposed\nof as though the person who signed such Subordinated  Security or Coupon had not\nceased to be such  officer of the  Company;  and any  Subordinated  Security  or\nCoupon may be signed on behalf of the Company by such  persons as, at the actual\ndate of the  execution  of such  Subordinated  Security or Coupon,  shall be the\nproper  officers  of the  Company,  although  at the date of the  execution  and\ndelivery of this Subordinated Indenture any such person was not such an officer.\n\n\n\n\n\n\nSECTION 2.6 Certificate of Authentication.\n\n     Only such  Subordinated  Securities as shall bear thereon a certificate  of\nauthentication  substantially in the form hereinbefore recited,  executed by the\nTrustee by the manual  signature  of one of its  authorized  officers,  shall be\nentitled  to  the  benefits  of  this  Subordinated  Indenture  or be  valid  or\nobligatory for any purpose.  No Coupon shall be entitled to the benefits of this\nSubordinated  Indenture or shall be valid and  obligatory  for any purpose until\nthe certificate of  authentication  on the  Subordinated  Security to which such\nCoupon appertains shall have been duly executed by the Trustee. The execution of\nsuch certificate by the Trustee upon any Subordinated  Security  executed by the\nCompany  shall  be  conclusive  evidence  that  the  Subordinated   Security  so\nauthenticated has been duly  authenticated and delivered  hereunder and that the\nHolder is entitled to the benefits of this Subordinated Indenture.\n\nSECTION  2.7  Denomination  and Date of  Subordinated  Securities;  Payments  of\n              Interest.\n\n     The Subordinated  Securities of each series shall be issuable as Registered\nSubordinated Securities or Unregistered Subordinated Securities in denominations\nestablished  as  contemplated  by Section 2.3 or, with respect to the Registered\nSubordinated  Securities of any series, if not so established,  in denominations\nof $1,000 and any integral  multiple  thereof.  If denominations of Unregistered\nSubordinated Securities of any series are not so established,  such Subordinated\nSecurities  shall be  issuable  in  denominations  of  $1,000  and  $5,000.  The\nSubordinated Securities of each series shall be numbered,  lettered or otherwise\ndistinguished  in such manner or in accordance with such plan as the officers of\nthe Company  executing the same may determine  with the approval of the Trustee,\nas evidenced by the execution and authentication thereof.\n\n     Each  Registered  Subordinated  Security  shall  be  dated  the date of its\nauthentication.  Each  Unregistered  Subordinated  Security  shall  be  dated as\nprovided in the Board  Resolution  referred to in Section 2.3. The  Subordinated\nSecurities of each series shall bear  interest,  if any, from the date, and such\ninterest shall be payable on the dates,  established as  contemplated by Section\n2.3.\n\nInterest on any Subordinated  Security which is payable,  and is punctually paid\nor duly provided  for, on any Interest  Payment Date shall be paid to the Person\nin  whose  name  that   Subordinated   Security  (or  one  or  more  Predecessor\nSubordinated  Securities)  is registered at the close of business on the Regular\nRecord Date for such  interest.  At the option of the  Company,  interest on any\nSubordinated  Security  may be paid by  mailing  a check to the  address  of the\nHolder thereof as such address appears in the Subordinated Securities Register.\n\nAny  interest  on  any  Subordinated  Security  which  is  payable,  but  is not\npunctually  paid or duly  provided  for, on any  Interest  Payment  Date (herein\ncalled  \"Defaulted  Interest\") shall forthwith cease to be payable to the Holder\non the relevant  Regular  Record Date by virtue of having been such Holder,  and\nsuch  Defaulted  Interest  may be paid by the  Company,  at its election in each\ncase, as provided in clause (1) or (2) below:\n\n     (1) The Company may elect to make payment of any Defaulted  Interest to the\nPersons  in  whose  names  the  Subordinated  Securities  (or  their  respective\nPredecessor\n\n\n\n\n\n\nSubordinated  Securities)  are  registered at the close of business on a Special\nRecord Date for the payment of such Defaulted Interest,  which shall be fixed in\nthe  following  manner.  The Company  shall notify the Trustee in writing of the\namount of Defaulted  Interest proposed to be paid on each Subordinated  Security\nand the date of the  proposed  payment,  and at the same time the Company  shall\ndeposit  with the  Trustee  an amount  of money  equal to the  aggregate  amount\nproposed  to be paid in  respect  of  such  Defaulted  Interest  or  shall  make\narrangements  satisfactory  to the Trustee for such deposit prior to the date of\nthe  proposed  payment,  such money when  deposited  to be held in trust for the\nbenefit of the  Persons  entitled to such  Defaulted  Interest as in this clause\nprovided.  Thereupon the Trustee shall fix a Special Record Date for the payment\nof such  Defaulted  Interest  which  shall be not more than 15 days and not less\nthan 10 days prior to the date of the proposed payment and not less than 10 days\nafter the  receipt by the  Trustee of the notice of the  proposed  payment.  The\nTrustee shall  promptly  notify the Company of such Special  Record Date and, in\nthe name and at the expense of the  Company,  shall cause notice of the proposed\npayment of such  Defaulted  Interest and the Special  Record Date therefor to be\nmailed, first-class postage prepaid, to each Holder at his address as it appears\nin the  Subordinated  Security  Register,  not less  than 10 days  prior to such\nSpecial Record Date.  Notice of the proposed payment of such Defaulted  Interest\nand the Special  Record Date  therefor  having  been so mailed,  such  Defaulted\nInterest shall be paid to the Persons in whose names the Subordinated Securities\n(or their respective Predecessor  Subordinated Securities) are registered at the\nclose of  business  on such  Special  Record Date and shall no longer be payable\npursuant to the following clause (2).\n\n     (2) The Company  may make  payment of any  Defaulted  Interest in any other\nlawful manner not inconsistent with the requirements of any securities  exchange\non which the Subordinated  Securities may be listed, and upon such notice as may\nbe required  by such  exchange,  if,  after  notice  given by the Company to the\nTrustee of the proposed payment pursuant to this clause,  such manner of payment\nshall be deemed practicable by the Trustee.\n\nSubject to the foregoing provisions of this Section,  each Subordinated Security\ndelivered under this Subordinated  Indenture upon registration of transfer of or\nin exchange for or in lieu of any other  Subordinated  Security  shall carry the\nrights to interest accrued and unpaid, and to accrue, which were carried by such\nother Subordinated Security.\n\nIn the case of any  Subordinated  Security which is converted  during the period\nafter any Regular  Record Date and on or prior to the next  succeeding  Interest\nPayment Date (other than any  Subordinated  Security  whose Maturity is prior to\nsuch Interest Payment Date),  interest whose Stated Maturity is on such Interest\nPayment Date shall be payable on such Interest Payment Date notwithstanding such\nconversion,  and such interest  (whether or not punctually paid or duly provided\nfor) shall be paid to the Person in whose name that  Subordinated  Security  (or\none or more Predecessor  Subordinated  Securities) is registered at the close of\nbusiness on such  Regular  Record Date;  provided,  however,  that  Subordinated\nSecurities  so  registered  for   conversion   shall  (except  in  the  case  of\nSubordinated   Securities  or  portions  thereof  which  have  been  called  for\nredemption on a Redemption Date within such period) be accompanied by payment in\nNew York  Clearing  House Funds or other funds  acceptable  to the Company of an\namount  equal to the  interest  payable  on such  Interest  Payment  Date on the\nprincipal amount being surrendered for conversion. Except as otherwise expressly\nprovided in the immediately preceding sentence, in\n\n\n\n\n\n\nthe case of any Subordinated Security which is converted,  interest whose Stated\nMaturity is after the date of conversion of such Subordinated Security shall not\nbe payable.\n\nSECTION 2.8 Registration, Transfer and Exchange.\n\n     (a) The Company will keep at each office or agency to be maintained for the\npurpose as provided in Section 3.2 for each series of Subordinated  Securities a\nregister or registers  (the register  maintained in such office and in any other\noffice or agency of the Company designated  pursuant to Section 3.2 being herein\nsometimes collectively referred to as the \"Security Register\") in which, subject\nto such reasonable regulations as the Company may prescribe, it will provide for\nthe  registration of Registered  Subordinated  Securities of such series and the\nregistration of transfer of Registered  Subordinated  Securities of such series.\nSuch Security  Register  shall be in written form in the English  language or in\nany other form  capable of being  converted  into such form within a  reasonable\ntime. At all reasonable times such Security  Register or registers shall be open\nfor inspection by the Trustee.\n\n     Upon due  presentation  for  registration  of  transfer  of any  Registered\nSubordinated  Security  of any  series  at  any  such  office  or  agency  to be\nmaintained for the purpose as provided in Section 3.2, the Company shall execute\nand the Trustee shall  authenticate and deliver in the name of the transferee or\ntransferees a new Registered  Subordinated  Security or Registered  Subordinated\nSecurities of the same series,  maturity date,  interest rate and original issue\ndate in authorized denominations for a like aggregate principal amount.\n\n     Unregistered  Subordinated  Securities  (except  for any  temporary  global\nUnregistered  Subordinated  Securities) and Coupons (except for Coupons attached\nto  any  temporary  global  Unregistered   Subordinated   Securities)  shall  be\ntransferable by delivery.\n\n     At the option of the Holder thereof,  Registered Subordinated Securities of\nany series (other than a Registered Global Subordinated Security,  except as set\nforth  below)  may  be  exchanged  for a  Registered  Subordinated  Security  or\nRegistered   Subordinated   Securities   of  such   series   having   authorized\ndenominations and an equal aggregate  principal  amount,  upon surrender of such\nRegistered  Subordinated Securities to be exchanged at the agency of the Company\nthat shall be  maintained  for such purpose in  accordance  with Section 3.2 and\nupon  payment,  if the  Company  shall so require,  of the  charges  hereinafter\nprovided.  If the  Subordinated  Securities  of any  series  are  issued in both\nregistered and unregistered form, at the option of the Holder thereof, except as\notherwise   specified  pursuant  to  Section  2.3,   Unregistered   Subordinated\nSecurities of any series may be exchanged for Registered Subordinated Securities\nof such series having authorized  denominations and an equal aggregate principal\namount,  upon  surrender  of such  Unregistered  Subordinated  Securities  to be\nexchanged at the agency of the Company that shall be maintained for such purpose\nin accordance with Section 3.2, with, in the case of  Unregistered  Subordinated\nSecurities  that have Coupons  attached,  all unmatured  Coupons and all matured\nCoupons in default thereto appertaining,  and upon payment, if the Company shall\nso require,  of the charges  hereinafter  provided.  At the option of the Holder\nthereof, if Unregistered  Subordinated  Securities of any series, maturity date,\ninterest  rate and  original  issue date are issued in more than one  authorized\ndenomination,  except as  otherwise  specified  pursuant  to Section  2.3,  such\nUnregistered Subordinated Securities may be exchanged for Unregistered\n\n\n\n\n\n\nSubordinated  Securities of such series having  authorized  denominations and an\nequal  aggregate   principal   amount,   upon  surrender  of  such  Unregistered\nSubordinated  Securities to be exchanged at the agency of the Company that shall\nbe maintained  for such purpose in  accordance  with Section 3.2 or as specified\npursuant  to  Section  2.3,  with,  in the  case  of  Unregistered  Subordinated\nSecurities  that have Coupons  attached,  all unmatured  Coupons and all matured\nCoupons in default thereto appertaining,  and upon payment, if the Company shall\nso  require,  of  the  charges  hereinafter  provided.  Registered  Subordinated\nSecurities  of any series may not be  exchanged  for  Unregistered  Subordinated\nSecurities of such series unless (1) otherwise specified pursuant to Section 2.3\nand (2) the Company has  delivered to the Trustee an Opinion of Counsel that (x)\nthe Company  has  received  from the IRS a ruling or (y) since the date  hereof,\nthere has been a change in the applicable Federal income tax law, in either case\nto the effect that the  inclusion of terms  permitting  Registered  Subordinated\nSecurities to be exchanged for Unregistered Subordinated Securities would result\nin no  Federal  income  tax effect  adverse  to the  Company  or to any  Holder.\nWhenever any  Subordinated  Securities  are so  surrendered  for  exchange,  the\nCompany shall  execute,  and the Trustee  shall  authenticate  and deliver,  the\nSubordinated  Securities  which the Holder  making the  exchange  is entitled to\nreceive.  All Subordinated  Securities and Coupons, if any, surrendered upon any\nexchange  or  transfer  provided  for in this  Subordinated  Indenture  shall be\npromptly canceled and disposed of by the Trustee,  and the Trustee shall deliver\na certificate of disposition thereof to the Company.\n\n     All  Registered  Subordinated  Securities  presented  for  registration  of\ntransfer,  exchange,  redemption or payment shall (if so required by the Company\nor the Trustee) be duly endorsed,  or be accompanied by a written  instrument or\ninstruments of transfer in form satisfactory to the Company and the Trustee duly\nexecuted, by the Holder or his attorney duly authorized in writing.\n\n     The  Company may require  payment of a sum  sufficient  to cover any tax or\nother governmental charge that may be imposed in connection with any exchange or\nregistration of transfer of Subordinated Securities.  No service charge shall be\nmade for any such transaction.\n\n     The Company shall not be required to exchange or register a transfer of (a)\nany Subordinated  Securities of any series for a period of 15 days preceding the\nfirst mailing of notice of redemption of Subordinated  Securities of such series\nto be  redeemed or (b) any  Subordinated  Securities  selected,  called or being\ncalled  for  redemption,  in  whole  or in  part,  except,  in the  case  of any\nSubordinated  Security to be redeemed in part, the portion  thereof not so to be\nredeemed.\n\n     Notwithstanding  any other  provision of this Section 2.8, unless and until\nit is exchanged in whole or in part for  Subordinated  Securities  in definitive\nregistered form, a Registered Global Subordinated Security representing all or a\nportion of the Subordinated Securities of a series may not be transferred except\nas a whole by the Depositary for such series to a nominee of such  Depositary or\nby a nominee of such  Depositary to such  Depositary or another  nominee of such\nDepositary or by such  Depositary or any such nominee to a successor  Depositary\nfor such series or a nominee of such successor Depositary.\n\n     If at any time the Depositary for any Registered Subordinated Securities of\na series  represented by one or more Registered Global  Subordinated  Securities\nnotifies the Company that\n\n\n\n\n\n\nit is  unwilling  or  unable  to  continue  as  Depositary  for such  Registered\nSubordinated  Securities or if at any time the  Depositary  for such  Registered\nSubordinated  Securities  shall no longer be eligible  under  Section  2.4,  the\nCompany shall  appoint a successor  Depositary  eligible  under Section 2.4 with\nrespect to such Registered  Subordinated  Securities.  If a successor Depositary\neligible under Section 2.4 for such  Registered  Subordinated  Securities is not\nappointed by the Company  within 90 days after the Company  receives such notice\nor becomes  aware of such  ineligibility,  the  Company's  election  pursuant to\nSection 2.3 that such Registered  Subordinated  Securities be represented by one\nor more Registered Global  Subordinated  Securities shall no longer be effective\nand the Company  will  execute,  and the  Trustee,  upon receipt of an Officer's\nCertificate  for the  authentication  and  delivery of  definitive  Subordinated\nSecurities  of  such  series,   will  authenticate  and  deliver,   Subordinated\nSecurities of such series in definitive  registered form without coupons, in any\nauthorized  denominations,  in  an  aggregate  principal  amount  equal  to  the\nprincipal amount of the Registered Global Subordinated  Security or Subordinated\nSecurities  representing such Registered Subordinated Securities in exchange for\nsuch Registered Global Subordinated Security or Subordinated Securities.\n\n     The Company may at any time and in its sole  discretion  determine that the\nRegistered  Subordinated  Securities  of any series issued in the form of one or\nmore Registered Global Subordinated Securities shall no longer be represented by\na Registered Global Subordinated  Security or Subordinated  Securities.  In such\nevent the Company will execute,  and the Trustee,  upon receipt of any Officer's\nCertificate  for the  authentication  and  delivery of  definitive  Subordinated\nSecurities  of  such  series,   will  authenticate  and  deliver,   Subordinated\nSecurities of such series in definitive  registered form without coupons, in any\nauthorized  denominations,  in  an  aggregate  principal  amount  equal  to  the\nprincipal amount of the Registered Global Subordinated  Security or Subordinated\nSecurities representing such Registered Subordinated Securities, in exchange for\nsuch Registered Global Subordinated Security or Subordinated Securities.\n\n     If  specified  by the  Company  pursuant  to  Section  2.3 with  respect to\nSubordinated   Securities   represented  by  a  Registered  Global  Subordinated\nSecurity,  the Depositary for such Registered Global  Subordinated  Security may\nsurrender such Registered Global  Subordinated  Security in exchange in whole or\nin part for Subordinated  Securities of the same series in definitive registered\nform on such  terms  as are  acceptable  to the  Company  and  such  Depositary.\nThereupon,  the Company shall execute,  and the Trustee shall  authenticate  and\ndeliver, without service charge,\n\n     (i)  to  the  Person   specified  by  such   Depositary  a  new  Registered\nSubordinated  Security or  Subordinated  Securities  of the same series,  of any\nauthorized  denominations as requested by such Person, in an aggregate principal\namount equal to and in exchange  for such  Person's  beneficial  interest in the\nRegistered Global Subordinated Security; and\n\n     (ii) to such Depositary a new Registered Global Subordinated  Security in a\ndenomination  equal to the difference,  if any,  between the principal amount of\nthe  surrendered  Registered  Global  Subordinated  Security  and the  aggregate\nprincipal  amount  of  Registered  Subordinated  Securities   authenticated  and\ndelivered pursuant to clause (i) above.\n\n\n\n\n\n\n     Upon  the  exchange  of  a  Registered  Global  Subordinated  Security  for\nSubordinated  Securities  in  definitive  registered  form without  coupons,  in\nauthorized denominations,  such Registered Global Subordinated Security shall be\ncanceled by the Trustee or an agent of the Company or the Trustee.  Subordinated\nSecurities in definitive  registered form without coupons issued in exchange for\na Registered Global Subordinated  Security pursuant to this Section 2.8 shall be\nregistered in such names and in such authorized  denominations as the Depositary\nfor such Registered Global Subordinated Security,  pursuant to instructions from\nits direct or indirect participants or otherwise,  shall instruct the Trustee or\nan agent of the Company or the Trustee.  The Trustee or such agent shall deliver\nsuch  Subordinated  Securities  to or as  directed by the Persons in whose names\nsuch Subordinated Securities are so registered.\n\n     All  Subordinated  Securities  issued  upon any  transfer  or  exchange  of\nSubordinated  Securities shall be valid  obligations of the Company,  evidencing\nthe same  debt,  and  entitled  to the same  benefits  under  this  Subordinated\nIndenture,  as the  Subordinated  Securities  surrendered  upon such transfer or\nexchange.\n\n     Notwithstanding   anything  herein  or  in  the  terms  of  any  series  of\nSubordinated Securities to the contrary, none of the Company, the Trustee or any\nagent of the Company or the Trustee (any of which, other than the Company, shall\nrely on an Officer's Certificate and an Opinion of Counsel) shall be required to\nexchange any Unregistered  Subordinated  Security for a Registered  Subordinated\nSecurity  if such  exchange  would  result in Federal  income  tax  consequences\nadverse to the Company  (such as, for example,  the  inability of the Company to\ndeduct  from its income,  as  computed  for  Federal  income tax  purposes,  the\ninterest  payable  on  the  Unregistered  Subordinated  Securities)  under  then\napplicable United States Federal income tax laws.\n\n     (b)(i)  Subordinated  Securities  that  are  distributed  to  QIBs  will be\nrepresented  by a global  Subordinated  Security (the \"144A Global  Subordinated\nSecurity\").  Subordinated  Securities that are  distributed to Non-U.S.  Persons\nwill be represented by a global Subordinated  Security (the \"Regulation S Global\nSubordinated  Security\").  Each of the 144A Global Subordinated Security and the\nRegulation  S Global  Subordinated  Security  shall be  referred  to herein as a\n\"Global  Subordinated  Security.\" If Global Subordinated  Securities are issued,\ntransfers of interests in the  Subordinated  Securities  between the 144A Global\nSubordinated  Security and the Regulation S Global Subordinated Security will be\nmade  in  accordance  with  the  standing  instructions  and  procedures  of the\nDepositary  and  its   participants  and  the  Trustee  shall  make  appropriate\nendorsements to reflect  increases or decreases in the principal amounts of such\nGlobal Subordinated Securities to reflect any such transfers.\n\n     Except as provided below,  beneficial owners of a Subordinated  Security in\nglobal  form shall not be  entitled  to have  certificates  registered  in their\nnames,  will  not  receive  or be  entitled  to  receive  physical  delivery  of\ncertificates  in  definitive  form and will not be  considered  Holders  of such\nSubordinated Securities in global form.\n\n     (ii) So long as the  Subordinated  Securities  are eligible for  book-entry\nsettlement,  and to the extent that Subordinated  Securities are held by QIBs or\nNon-U.S.  Persons,  as the case may be, in a Global  Subordinated  Security,  or\nunless otherwise required by law, upon any\n\n\n\n\n\n\ntransfer of a definitive  Subordinated Security to a QIB in accordance with Rule\n144A or to a Non-U.S.  Person in accordance with Regulation S, unless  otherwise\nrequested by the  transferor,  and upon receipt of the  definitive  Subordinated\nSecurity  or  Subordinated  Securities  being so  transferred,  together  with a\ncertification  from the transferor that the transfer is being made in compliance\nwith  Rule  144A  or  Regulation  S,  as the  case  may be  (or  other  evidence\nsatisfactory to the Trustee),  the Trustee shall make an endorsement on any 144A\nGlobal Subordinated  Security or any Regulation S Global Subordinated  Security,\nas the case may be, to reflect an increase in the aggregate  principal amount of\nthe Subordinated  Securities  represented by such Global Subordinated  Security,\nand  the  Trustee  shall  cancel  such  definitive   Subordinated   Security  or\nSubordinated  Securities  in  accordance  with  the  standing  instructions  and\nprocedures of the  Depositary,  the aggregate  principal  amount of Subordinated\nSecurities  represented  by such Global  Subordinated  Security to be  increased\naccordingly;  provided  that no  definitive  Subordinated  Security,  or portion\nthereof, in respect of which the Company or an Affiliate of the Company held any\nbeneficial interest shall be included in such Global Subordinated Security until\nsuch definitive Subordinated Security is freely tradable in accordance with Rule\n144K;  provided  further that the Trustee shall,  at the written  request of the\nCompany, issue Subordinated Securities in definitive form upon any transfer of a\nbeneficial  interest in the Global  Subordinated  Security to the Company or any\nAffiliate of the Company.\n\n     Any Global Subordinated  Security may be endorsed with or have incorporated\nin the text thereof such  legends or recitals or changes not  inconsistent  with\nthe  provisions  of  this  Subordinated  Indenture  as  may be  required  by the\nDepositary,  by the New York Stock  Exchange or by the National  Association  of\nSecurities Dealers, Inc. in order for the Subordinated Securities to be tradable\non the PORTAL Market or as may be required for the Subordinated Securities to be\ntradable on any other market  developed  for trading of  securities  pursuant to\nRule  144A or  required  to comply  with any  applicable  law or any  regulation\nthereunder or with the rules and  regulations  of any  securities  exchange upon\nwhich the Subordinated Securities may be listed or traded or to conform with any\nusage  with  respect  thereto,   or  to  indicate  any  special  limitations  or\nrestrictions to which any particular Subordinated Securities are subject.\n\n     (iii) Each  Subordinated  Security  that bears or is  required  to bear the\nlegend set forth in this Section 2.8(b) (a \"Restricted  Subordinated  Security\")\nshall be subject to the  restrictions  on  transfer  provided  in the legend set\nforth in this Section  2.8(b),  unless such  restrictions  on transfer  shall be\nwaived by the written consent of the Company,  and the Holder of each Restricted\nSubordinated  Security, by such Holder's acceptance thereof,  agrees to be bound\nby such  restrictions  on  transfer.  As used in this Section  2.8(b),  the term\n\"transfer\"  encompasses any sale,  pledge,  transfer or other disposition of any\nRestricted Subordinated Security.\n\n     Prior  to  the  Transfer  Restriction  Termination  Date,  any  certificate\nevidencing a  Subordinated  Security  shall bear a legend in  substantially  the\nfollowing  form,  unless  otherwise  agreed by the Company (with written  notice\nthereof to the Trustee):\n\nTHE  SUBORDINATED  SECURITY  (THE  \"SECURITY\")  EVIDENCED  HEREBY  HAS NOT  BEEN\nREGISTERED  UNDER THE U.S.  SECURITIES ACT OF 1933, AS AMENDED (THE  \"SECURITIES\nACT\"), AND, ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR\nTO, OR FOR THE ACCOUNT\n\n\n\n\n\n\nOR BENEFIT OF, U.S.  PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING  SENTENCE.  BY\nITS  ACQUISITION  HEREOF,  THE HOLDER (1) REPRESENTS THAT (A) IT IS A \"QUALIFIED\nINSTITUTIONAL  BUYER\" (AS DEFINED IN RULE 144A UNDER THE SECURITIES  ACT) OR (B)\nIT IS AN INSTITUTIONAL \"ACCREDITED INVESTOR\" (AS DEFINED IN RULE 501(A)(1), (2),\n(3) OR (7) UNDER THE SECURITIES ACT)  (\"INSTITUTIONAL  ACCREDITED  INVESTOR\") OR\n(C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THE SECURITY EVIDENCED HEREBY IN AN\nOFFSHORE TRANSACTION, (2) AGREES THAT IT WILL NOT PRIOR TO THE EXPIRATION OF THE\nHOLDING PERIOD  APPLICABLE TO SALES OF THE SECURITY  EVIDENCED HEREBY UNDER RULE\n144(K)  UNDER  THE  SECURITIES  ACT  (OR ANY  SUCCESSOR  PROVISION),  RESELL  OR\nOTHERWISE  TRANSFER  THE SECURITY  EVIDENCED  HEREBY  EXCEPT (A) TO  HEALTHSOUTH\nCORPORATION  (THE  \"COMPANY\")  OR ANY  SUBSIDIARY  THEREOF,  (B)  PURSUANT TO AN\nEFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT, (C) TO A QUALIFIED\nINSTITUTIONAL  BUYER IN COMPLIANCE  WITH RULE 144A UNDER THE SECURITIES ACT, (D)\nTO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER,  FURNISHES\nTO  THE  TRUSTEE  FOR  THE  SECURITIES  A  SIGNED  LETTER   CONTAINING   CERTAIN\nREPRESENTATIONS  AND AGREEMENTS  RELATING TO THE RESTRICTIONS ON TRANSFER OF THE\nSECURITY  EVIDENCED  HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED  FROM SUCH\nTRUSTEE),  (E) OUTSIDE THE UNITED STATES IN  COMPLIANCE  WITH RULE 904 UNDER THE\nSECURITIES  ACT OR (F) PURSUANT TO THE EXEMPTION FROM  REGISTRATION  PROVIDED BY\nRULE 144 UNDER THE  SECURITIES  ACT (IF  AVAILABLE)  AND (3) AGREES THAT IT WILL\nDELIVER TO EACH PERSON TO WHOM THE SECURITY  EVIDENCED  HEREBY IS  TRANSFERRED A\nNOTICE  SUBSTANTIALLY  TO THE  EFFECT OF THIS  LEGEND.  IN  CONNECTION  WITH ANY\nTRANSFER OF THE SECURITY EVIDENCED HEREBY PRIOR TO THE EXPIRATION OF THE HOLDING\nPERIOD  APPLICABLE TO SALES OF THE SECURITY  EVIDENCED  HEREBY UNDER RULE 144(K)\nUNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE HOLDER MUST CHECK THE\nAPPROPRIATE  BOX SET FORTH ON THE REVERSE HEREOF  RELATING TO THE MANNER OF SUCH\nTRANSFER AND SUBMIT THIS  CERTIFICATE TO THE TRUSTEE FOR THE SECURITIES.  IF THE\nPROPOSED  TRANSFEREE IS AN INSTITUTIONAL  ACCREDITED INVESTOR OR A PURCHASER WHO\nIS NOT A U.S. PERSON,  THE HOLDER MUST,  PRIOR TO SUCH TRANSFER,  FURNISH TO THE\nTRUSTEE  FOR  THE  SECURITIES  SUCH  CERTIFICATIONS,  LEGAL  OPINIONS  OR  OTHER\nINFORMATION AS THE COMPANY OR THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT\nSUCH TRANSFER IS BEING MADE  PURSUANT TO AN EXEMPTION  FROM, OR IN A TRANSACTION\nNOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND\nWILL BE REMOVED AFTER THE EXPIRATION OF THE HOLDING  PERIOD  APPLICABLE TO SALES\nOF THE SECURITY  EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT. AS\nUSED HEREIN, THE TERMS \"OFFSHORE TRANSACTION,\" \"UNITED STATES\" AND \"U.S. PERSON\"\nHAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.\n\n\n\n\n\n\n     Following  the Transfer  Restriction  Termination  Date,  any  Subordinated\nSecurity or security  issued in exchange or  substitution  therefor  (other than\nSubordinated  Securities  acquired by the Company or any Affiliate thereof since\nthe  issue  date of the  Subordinated  Securities)  may upon  surrender  of such\nSubordinated  Security for exchange to the Security Registrar in accordance with\nthe provisions of this Section 2.8, be exchanged for a new Subordinated Security\nor Subordinated Securities,  of like tenor and aggregate principal amount, which\nshall not bear the restrictive legend required by this Section 2.8(b).\n\nSECTION  2.9  Mutilated,   Defaced,  Destroyed,  Lost  and  Stolen  Subordinated\n              Securities.\n\n     In case any  temporary or  definitive  Subordinated  Security or any Coupon\nappertaining  to  any  Subordinated   Security  shall  be  mutilated,   defaced,\ndestroyed,  lost or stolen,  the Company in its discretion may execute and, upon\nthe  written  request  of  any  officer  of  the  Company,   the  Trustee  shall\nauthenticate  and  deliver,  a new  Subordinated  Security  of the same  series,\nmaturity date,  interest rate and original issue date, bearing a number or other\ndistinguishing  symbol  not  contemporaneously   outstanding,  in  exchange  and\nsubstitution for the mutilated or defaced Subordinated  Security,  or in lieu of\nand in substitution for the Subordinated  Security so destroyed,  lost or stolen\nwith  Coupons  corresponding  to the Coupons  appertaining  to the  Subordinated\nSecurities so mutilated,  defaced,  destroyed, lost or stolen, or in exchange or\nsubstitution  for the  Subordinated  Security to which such mutilated,  defaced,\ndestroyed, lost or stolen Coupon appertained,  with Coupons appertaining thereto\ncorresponding to the Coupons so mutilated,  defaced,  destroyed, lost or stolen.\nIn every case the  applicant  for a substitute  Subordinated  Security or Coupon\nshall  furnish to the Company and to the Trustee and any agent of the Company or\nthe Trustee  such  security or indemnity as may be required by them to indemnify\nand defend and to save each of them harmless and, in every case of  destruction,\nloss or theft, evidence to their satisfaction of the destruction,  loss or theft\nof such Subordinated Security or Coupon and of the ownership thereof, and in the\ncase of mutilation or defacement shall surrender the  Subordinated  Security and\nrelated Coupons to the Trustee or such agent.\n\n     Upon the issuance of any substitute  Subordinated  Security or Coupon,  the\nCompany may require  the payment of a sum  sufficient  to cover any tax or other\ngovernmental  charge  that may be  imposed  in  relation  thereto  and any other\nexpenses (including the fees and expenses of the Trustee) or its agent connected\ntherewith.  In case any Subordinated  Security or Coupon which has matured or is\nabout to mature or has been called for redemption in full shall become mutilated\nor defaced or be destroyed, lost or stolen, the Company may instead of issuing a\nsubstitute  Subordinated  Security,  pay or authorize the payment of the same or\nthe relevant Coupon (without surrender thereof except in the case of a mutilated\nor defaced  Subordinated  Security or Coupon), if the applicant for such payment\nshall  furnish to the Company and to the Trustee and any agent of the Company or\nthe Trustee  such  security or indemnity as any of them may require to save each\nof them  harmless,  and,  in  every  case of  destruction,  loss or  theft,  the\napplicant shall also furnish to the Company and the Trustee and any agent of the\nCompany or the Trustee evidence to their  satisfaction of the destruction,  loss\nor theft of such Subordinated Security or Coupons and of the ownership thereof.\n\n     Every  substitute  Subordinated  Security  or Coupon of any  series  issued\npursuant to the  provisions  of this Section by virtue of the fact that any such\nSubordinated Security or Coupon\n\n\n\n\n\n\nis  destroyed,  lost  or  stolen  shall  constitute  an  additional  contractual\nobligation  of the  Company,  whether  or not  the  destroyed,  lost  or  stolen\nSubordinated  Security or Coupon shall be at any time  enforceable by anyone and\nshall be  entitled  to all the  benefits  of (but  shall be  subject  to all the\nlimitations  of rights set forth in) this  Subordinated  Indenture  equally  and\nproportionately  with any and all other  Subordinated  Securities  or Coupons of\nsuch  series  duly  authenticated  and  delivered  hereunder.  All  Subordinated\nSecurities and Coupons shall be held and owned upon the express  condition that,\nto the extent  permitted by law, the foregoing  provisions  are  exclusive  with\nrespect to the replacement or payment of mutilated,  defaced or destroyed,  lost\nor stolen  Subordinated  Securities  and Coupons and shall  preclude any and all\nother  rights  or  remedies  notwithstanding  any  law or  statute  existing  or\nhereafter  enacted to the contrary with respect to the replacement or payment of\nnegotiable instruments or other securities without their surrender.\n\nSECTION 2.10  Cancellation  of  Subordinated  Securities;  Destruction  Thereof.\n\n     All   Subordinated   Securities  and  Coupons   surrendered   for  payment,\nredemption,  registration  of transfer or  exchange,  or for credit  against any\npayment in respect of a sinking or analogous fund, if any, if surrendered to the\nCompany or any agent of the Company or the Trustee or any agent of the  Trustee,\nshall  be  delivered  to the  Trustee  or its  agent  for  cancellation  or,  if\nsurrendered  to the  Trustee,  shall  be  canceled  by it;  and no  Subordinated\nSecurities  or  Coupons  shall be issued  in lieu  thereof  except as  expressly\npermitted by any of the provisions of this Subordinated  Indenture.  The Trustee\nor its agent shall dispose of canceled Subordinated  Securities and Coupons held\nby it and deliver a certificate of disposition to the Company. If the Company or\nits agent shall  acquire any of the  Subordinated  Securities  or Coupons,  such\nacquisition   shall  not  operate  as  a  redemption  or   satisfaction  of  the\nindebtedness  represented by such Subordinated  Securities or Coupons unless and\nuntil the same are delivered to the Trustee or its agent for cancellation.\n\nSECTION 2.11 Temporary Subordinated Securities.\n\n     Pending the  preparation  of  definitive  Subordinated  Securities  for any\nseries,  the Company may execute and the Trustee shall  authenticate and deliver\ntemporary  Subordinated  Securities  for  such  series  (printed,  lithographed,\ntypewritten or otherwise  reproduced,  in each case in form  satisfactory to the\nTrustee).  Temporary Subordinated  Securities of any series shall be issuable as\nRegistered   Subordinated   Securities  without  coupons,   or  as  Unregistered\nSubordinated  Securities  with  or  without  coupons  attached  thereto,  of any\nauthorized  denomination,  and  substantially  in the  form  of  the  definitive\nSubordinated  Securities of such series but with such omissions,  insertions and\nvariations as may be appropriate for temporary Subordinated  Securities,  all as\nmay be  determined  by the  Company  with  the  concurrence  of the  Trustee  as\nevidenced by the execution and authentication  thereof.  Temporary  Subordinated\nSecurities may contain such  references to any  provisions of this  Subordinated\nIndenture as may be appropriate.  Every temporary Subordinated Security shall be\nexecuted  by the  Company  and be  authenticated  by the  Trustee  upon the same\nconditions and in substantially  the same manner,  and with like effect,  as the\ndefinitive Subordinated Securities. Without unreasonable delay the Company shall\nexecute and shall furnish definitive  Subordinated Securities of such series and\nthereupon  temporary  Registered  Subordinated  Securities of such series may be\nsurrendered in exchange  therefor  without charge at each office or agency to be\nmaintained by the Company for\n\n\n\n\n\n\nthat  purpose  pursuant  to  Section  3.2  and,  in  the  case  of  Unregistered\nSubordinated  Securities,  at any  agency  maintained  by the  Company  for such\npurpose as specified pursuant to Section 2.4, and the Trustee shall authenticate\nand deliver in  exchange  for such  temporary  Subordinated  Securities  of such\nseries an equal aggregate principal amount of definitive Subordinated Securities\nof  the  same  series  having  authorized  denominations  and,  in the  case  of\nUnregistered  Subordinated  Securities,  having attached thereto any appropriate\nCoupons. Until so exchanged, the temporary Subordinated Securities of any series\nshall be entitled to the same  benefits  under this  Subordinated  Indenture  as\ndefinitive  Subordinated Securities of such series, unless otherwise established\npursuant  to Section  2.3.  The  provisions  of this  Section are subject to any\nrestrictions or limitations on the issue and delivery of temporary  Unregistered\nSubordinated  Securities  of any  series  that may be  established  pursuant  to\nSection 2.4 (including any provision that Unregistered  Subordinated  Securities\nof such series  initially be issued in the form of a single global  Unregistered\nSubordinated  Security to be delivered to a depositary or agency located outside\nthe United  States and the  procedures  pursuant to which  definitive  or global\nUnregistered  Subordinated Securities of such series would be issued in exchange\nfor such temporary global Unregistered Subordinated Security).\n\n                                    ARTICLE 3\n\n                            COVENANTS OF THE COMPANY\n\nSECTION 3.1 Payment of Principal and Interest.\n\n     The  Company  covenants  and  agrees  for the  benefit  of each  series  of\nSubordinated Securities that it will duly and punctually pay or cause to be paid\nthe principal of, and interest on, if any, each of the  Subordinated  Securities\nof such series  (together with any additional  amounts  payable  pursuant to the\nterms of such Subordinated Securities) at the place or places, at the respective\ntime or times and in the manner provided in such Subordinated  Securities and in\nthe Coupons, if any,  appertaining  thereto and in this Subordinated  Indenture.\nThe interest on Subordinated Securities with Coupons attached (together with any\nadditional   amounts  payable  pursuant  to  the  terms  of  such   Subordinated\nSecurities) shall be payable only upon presentation and surrender of the several\nCoupons  for  such  interest  installments  as are  evidenced  thereby  as  they\nseverally mature. If any temporary  Unregistered  Subordinated Security provides\nthat  interest  thereon  may be paid  while  such  Subordinated  Security  is in\ntemporary  form,  the interest on any such temporary  Unregistered  Subordinated\nSecurity  (together with any additional amounts payable pursuant to the terms of\nsuch  Subordinated  Security) shall be paid, as to the  installments of interest\nevidenced  by Coupons  attached  thereto,  if any,  only upon  presentation  and\nsurrender thereof,  and, as to the other installments of interest,  if any, only\nupon  presentation of such  Subordinated  Securities for notation thereon of the\npayment of such interest,  in each case subject to any restrictions  that may be\nestablished  pursuant  to Section  2.4.  The  interest,  if any,  on  Registered\nSubordinated  Securities  (together with any additional amounts payable pursuant\nto the terms of such  Subordinated  Securities) shall be payable only to or upon\nthe written order of the Holders thereof and, at the option of the Company,  may\nbe paid by wire transfer or by mailing  checks for such  interest  payable to or\nupon the written order of such Holders at their last addresses as they appear on\nthe Security Register of the Company.\n\n\n\n\n\n\n\nSECTION 3.2 Offices for Payments, Etc.\n\n     So  long as any  Registered  Subordinated  Securities  are  authorized  for\nissuance pursuant to this Subordinated  Indenture or are outstanding  hereunder,\nthe Company will maintain in the Borough of Manhattan,  The City of New York, an\noffice or agency where the Registered Subordinated Securities of each series may\nbe presented for payment,  where the Subordinated  Securities of each series may\nbe presented for exchange as is provided in this Subordinated  Indenture,  where\nthe  Subordinated  Securities of each series may be  surrendered  for conversion\nand,  if   applicable,   pursuant  to  Section  2.4  and  where  the  Registered\nSubordinated  Securities  of each series may be presented  for  registration  of\ntransfer as in this Subordinated Indenture provided.\n\n     The  Company  will  maintain  one or more  offices or agencies in a city or\ncities  located  outside the United States  (including any city in which such an\nagency is required  to be  maintained  under the rules of any stock  exchange on\nwhich  the  Subordinated  Securities  of  such  series  are  listed)  where  the\nUnregistered  Subordinated  Securities,  if any, of each series and Coupons,  if\nany,  appertaining  thereto  may be  presented  for  payment.  No payment on any\nUnregistered  Subordinated  Security or Coupon will be made upon presentation of\nsuch  Unregistered  Subordinated  Security or Coupon at an agency of the Company\nwithin the United  States nor will any payment be made by transfer to an account\nin, or by mail to an address in, the United States unless pursuant to applicable\nUnited  States  laws and  regulations  then in effect  such  payment can be made\nwithout tax consequences adverse to the Company.  Notwithstanding the foregoing,\npayments in Dollars of  Unregistered  Subordinated  Securities of any series and\nCoupons  appertaining  thereto  which are  payable in Dollars  may be made at an\nagency of the Company  maintained in the Borough of  Manhattan,  The City of New\nYork if such payment in Dollars at each agency maintained by the Company outside\nthe United States for payment on such  Unregistered  Subordinated  Securities is\nillegal  or  effectively   precluded  by  exchange  controls  or  other  similar\nrestrictions.\n\n     The Company  will  maintain in the  Borough of  Manhattan,  The City of New\nYork,  an office or agency  where  notices and demands to or upon the Company in\nrespect of the Subordinated  Securities of any series, the Coupons  appertaining\nthereto or this Subordinated Indenture may be served.\n\n     The Company will give to the Trustee written notice of the location of each\nsuch office or agency and of any change of location thereof. In case the Company\nshall fail to maintain any agency  required by this Section to be located in the\nBorough of Manhattan, The City of New York, or shall fail to give such notice of\nthe  location or for any change in the  location  of any of the above  agencies,\npresentations and demands may be made and notices may be served at the Corporate\nTrust Office of the Trustee.\n\n     The Company may from time to time designate one or more additional  offices\nor  agencies  where the  Subordinated  Securities  of a series  and any  Coupons\nappertaining  thereto  may be  presented  for  payment,  where the  Subordinated\nSecurities  of that  series may be  presented  for  exchange as provided in this\nSubordinated  Indenture  and  pursuant to Section  2.4 and where the  Registered\nSubordinated  Securities  of that series may be presented  for  registration  of\ntransfer\n\n\n\n\n\n\nas in this  Subordinated  Indenture  provided,  and the Company may from time to\ntime  rescind  any  such  designation,  as the  Company  may deem  desirable  or\nexpedient;  provided, that no such designation or rescission shall in any manner\nrelieve the Company of its obligations to maintain the agencies  provided for in\nthis Section. The Company shall give to the Trustee prompt written notice of any\nsuch designation or rescission thereof.\n\nSECTION 3.3 Appointment to Fill a Vacancy in Office of Trustee.\n\n     The Company, whenever necessary to avoid or fill a vacancy in the office of\nTrustee,  will appoint,  in the manner  provided in Section 6.10, a Trustee,  so\nthat  there  shall at all  times be a Trustee  with  respect  to each  series of\nSubordinated Securities hereunder.\n\nSECTION 3.4 Paying Agents.\n\n     Whenever  the Company  shall  appoint a Paying Agent other than the Trustee\nwith respect to the  Subordinated  Securities of any series,  it will cause such\nPaying Agent to execute and deliver to the Trustee an  instrument  in which such\nagent shall agree with the Trustee, subject to the provisions of this Section,\n\n     (a) that it will hold all sums received by it as such agent for the payment\nof the  principal of or interest on the  Subordinated  Securities of such series\n(whether  such sums have been paid to it by the Company or by any other  obligor\non the  Subordinated  Securities of such series) in trust for the benefit of the\nHolders of the Subordinated  Securities of such series, or Coupons  appertaining\nthereto, if any, or of the Trustee;\n\n     (b) that it will give the Trustee  notice of any failure by the Company (or\nby any other obligor on the Subordinated  Securities of such series) to make any\npayment of the principal of or interest on the  Subordinated  Securities of such\nseries when the same shall be due and payable; and\n\n     (c) that it will pay any  such  sums so held in trust by it to the  Trustee\nupon the Trustee's  written  request at any time during the  continuance  of the\nfailure referred to in the foregoing clause (b).\n\n     The  Company  will,  on or prior to each  due date of the  principal  of or\ninterest on the Subordinated  Securities of such series, deposit with the Paying\nAgent a sum  sufficient  to pay such  principal or interest so becoming due, and\n(unless such Paying Agent is the Trustee) the Company will  promptly  notify the\nTrustee of any failure to take such action.\n\n     If the  Company  shall act as its own  Paying  Agent  with  respect  to the\nSubordinated  Securities  of any series,  it will, on or before each due date of\nthe principal of or interest on the Subordinated  Securities of such series, set\naside,  segregate  and hold in  trust  for the  benefit  of the  Holders  of the\nSubordinated Securities of such series or the Coupons appertaining thereto a sum\nsufficient  to pay such  principal or interest so becoming due. The Company will\npromptly notify the Trustee of any failure to take such action.\n\n\n\n\n\n\n     Anything in this  Section to the contrary  notwithstanding,  but subject to\nSection  10.1,  the  Company  may at any time,  for the  purpose of  obtaining a\nsatisfaction  and  discharge  with  respect  to one or  more  or all  series  of\nSubordinated  Securities hereunder,  or for any other reason, pay or cause to be\npaid to the Trustee all sums held in trust for any such series by the Company or\nany Paying Agent hereunder, as required by this Section, such sums to be held by\nthe Trustee upon the trusts herein contained.\n\n     Anything in this Section to the contrary notwithstanding,  the agreement to\nhold sums in trust as provided in this Section is subject to the  provisions  of\nSections 10.3 and 10.4.\n\nSECTION 3.5 Compliance Certificates.\n\n     The Company  will  furnish to the  Trustee on or before  January 31 in each\nyear  (beginning  with  January 31,  1999) a brief  certificate  (which need not\ncomply with Section 11.5) from the principal executive,  financial or accounting\nofficer of the  Company  stating  that in the course of the  performance  by the\nsigner  of his or her  duties  as an  officer  of the  Company  he or she  would\nnormally have knowledge of any default or  non-compliance  by the Company in the\nperformance  of any  covenants  or  conditions  contained  in this  Subordinated\nIndenture, stating whether or not he or she has knowledge of any such default or\nnon-compliance  and, if so,  describing  each such default or non- compliance of\nwhich the signer has knowledge and the nature thereof.\n\nSECTION 3.6 Corporate Existence.\n\n     Subject to Article  9, the  Company  will do or cause to be done all things\nnecessary to preserve and keep in full force and effect its corporate  existence\nand the rights (charter and  statutory),  licenses and franchises of the Company\nand its  Subsidiaries;  provided,  that the  Company  shall not be  required  to\npreserve  any such  right,  license or  franchise,  if, in the  judgment  of the\nCompany,  the preservation  thereof is no longer desirable in the conduct of the\nbusiness  of the  Company  and its  Subsidiaries  taken as a whole  and the loss\nthereof is not disadvantageous in any material respect to the Securityholders.\n\nSECTION 3.7 Maintenance of Properties.\n\n     The Company will cause all  properties  used in or useful in the conduct of\nits business or the business of any Subsidiary to be maintained and kept in good\ncondition,  repair, and working order and supplied with all necessary  equipment\nand  will  cause  to be made  all  necessary  repairs,  renewals,  replacements,\nbetterments and improvements  thereof, all as in the judgment of the Company may\nbe necessary,  so that the business  carried on in  connection  therewith may be\nproperly and advantageously  conducted at all time except to the extent that the\nCompany may be  prevented  from so doing by  circumstances  beyond its  control;\nprovided,   that  nothing  in  this  Section  shall  prevent  the  Company  from\ndiscontinuing  the  operation  or  maintenance  of any of  such  properties,  or\ndisposing of any of them, if such discontinuance or disposal is, in the judgment\nof the Company  desirable  in the conduct of the  business of the Company or any\nSubsidiary   and  not   disadvantageous   in  any   material   respect   to  the\nSecurityholders.\n\n\n\n\n\n\nSECTION 3.8 Payment of Taxes and Other Claims.\n\n     The Company will pay or discharge or cause to be paid or discharged, before\nthe same shall become  delinquent:  (a) all taxes,  assessments and governmental\ncharges levied or imposed upon the Company or any Subsidiary or upon the income,\nprofits or property of the Company or any Subsidiary;  and (b) all lawful claims\nfor labor, materials, and supplies, which, if unpaid, might by law become a lien\nupon the property of the Company or any Subsidiary;  provided,  that the Company\nshall not be required to pay or discharge or cause to be paid or discharged  any\nsuch tax, assessment, charge or claim whose amount, applicability or validity is\nbeing contested in good faith by appropriate  proceedings;  and provided further\nthat the Company  shall not be required  to cause to be paid or  discharged  any\nsuch tax,  assessment,  charge or claim if the Company shall determine that such\npayment is not  advantageous  to the conduct of the  business of the Company and\nits Subsidiaries taken as a whole and that the failure so to pay or discharge is\nnot disadvantageous in any material respect to the Securityholders.\n\nSECTION 3.9 Luxembourg Publications.\n\n     In the event of the  publication  of any notice  pursuant to Section  5.15,\n6.11(a),  6.12,  8.2,  10.4 or 13.2,  the party making such  publication  in the\nBorough of Manhattan,  The City of New York and London shall also, to the extent\nthat notice is required to be given to Holders of Subordinated Securities of any\nseries by applicable  Luxembourg law or stock exchange regulation,  as evidenced\nby an Officer's  Certificate delivered to such party, make a similar publication\nin Luxembourg.\n\nSECTION 3.10 Usury Laws.\n\nThe Company  covenants and agrees:  (a) not to insist upon, or plead,  or in any\nmanner  whatsoever  claim the benefit or the  advantage  of the usury law of any\njurisdiction  against the Trustee or the Holders in  connection  with any claim,\naction or proceeding which may be brought by the Trustee or the Holders in order\nto enforce any right or remedy  under this  Subordinated  Indenture;  and (b) to\nresist any and all  efforts to compel  the  Company to claim the  benefit or the\nadvantage  of the usury  law of any  jurisdiction  against  the  Trustee  or the\nHolders in connection with any claim,  action or proceeding which may be brought\nby the Trustee or the Holders in order to enforce any right or remedy under this\nIndenture.\n\n                                    ARTICLE 4\n\n                     SECURITYHOLDER LISTS AND REPORTS BY THE\n                             COMPANY AND THE TRUSTEE\n\nSECTION 4.1 Company to Furnish Trustee  Information as to Names and Addresses of\n            Securityholders.\n\n     If and so long as the Trustee  shall not be the Security  Registrar for the\nSubordinated  Securities of any series, the Company and any other obligor on the\nSubordinated Securities will\n\n\n\n\n\n\nfurnish  or cause to be  furnished  to the  Trustee  a list in such  form as the\nTrustee may reasonably  require of the names and addresses of the Holders of the\nRegistered Subordinated Securities of such series pursuant to Section 312 of the\nTrust Indenture Act:\n\n     (a)  semi-annually not more than 15 days after each Regular Record Date for\nthe  payment  of  interest  on  such  Registered  Subordinated  Securities,   as\nhereinabove  specified,  as of such  record  date and on dates to be  determined\npursuant  to  Section  2.4  for  non-interest  bearing  Registered  Subordinated\nSecurities in each year; and\n\n     (b) at such other times as the Trustee may  reasonably  request in writing,\nwithin thirty days after receipt by the Company of any such request as of a date\nnot more than 15 days prior to the time such information is furnished.\n\nSECTION 4.2 Preservation of Information; Communications to Holders.\n\n     (a) The  Trustee  shall  preserve,  in as  current a form as is  reasonably\npracticable,  the names and  addresses  of Holders  contained in the most recent\nlist  furnished  to the  Trustee as  provided  in Section  4.1 and the names and\naddresses  of Holders  received by the Trustee in its  capacity as  Subordinated\nSecurity Registrar. The Trustee may destroy any list furnished to it as provided\nin Section 4.1 upon receipt of a new list so furnished.\n\n     (b) The rights of Holders to communicate with other Holders with respect to\ntheir  rights  under  this  Subordinated  Indenture  or under  the  Subordinated\nSecurities,  and the corresponding rights and duties of the Trustee, shall be as\nprovided by the Trust Indenture Act.\n\n     (c) Every Holder of Subordinated  Securities,  by receiving and holding the\nsame,  agrees with the Company and the Trustee  that neither the Company nor the\nTrustee nor any agent of either of them shall be held  accountable  by reason of\nany disclosure of information as to names and addresses of Holders made pursuant\nto the Trust Indenture Act.\n\nSECTION 4.3 Reports by Trustee.\n\n     (a) The Trustee  shall  transmit to Holders  such  reports  concerning  the\nTrustee and its actions  under this  Subordinated  Indenture  as may be required\npursuant  to the Trust  Indenture  Act at the times and in the  manner  provided\npursuant thereto.\n\n     (b) A copy of each such report shall,  at the time of such  transmission to\nHolders,  be filed by the  Trustee  with  each  stock  exchange  upon  which the\nSubordinated  Securities  are listed,  with the Commission and with the Company.\nThe Company will notify the Trustee when the Subordinated  Securities are listed\non any stock exchange.\n\nSECTION 4.4 Reports by Company.\n\n     The Company shall file with the Trustee and the Commission, and transmit to\nHolders,  such  information,  documents and other  reports,  and such  summaries\nthereof, as may be required\n\n\n\n\n\n\npursuant  to the Trust  Indenture  Act at the times and in the  manner  provided\npursuant to such Act; provided that any such  information,  documents or reports\nrequired to be filed with the Commission  pursuant to Section 13 or 15(d) of the\nExchange Act,  shall be filed with the Trustee  within 15 days after the same is\nso required to be filed with the Commission.\n\n                                    ARTICLE 5\n\n                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS\n                               ON EVENT OF DEFAULT\n\nSECTION  5.1 Event of  Default  Defined,  Acceleration  of  Maturity;  Waiver of\n             Default.\n\n     \"Event of Default\" with respect to  Subordinated  Securities of any series,\nwherever used herein,  means each one of the  following  events which shall have\noccurred and be  continuing  (whatever  the reason for such Event of Default and\nwhether it shall be occasioned by the subordination  provisions of any series of\nSubordinated  Securities  or be  voluntary  or  involuntary  or be  effected  by\noperation  of law or pursuant to any  judgment,  decree or order of any court or\nany order, rule or regulation of any administrative or governmental body):\n\n     (a) default in the payment of any  installment  of interest upon any of the\nSubordinated Securities of such series as and when the same shall become due and\npayable, and continuance of such default for a period of 30 days; or\n\n     (b)  default  in the  payment of all or any part of the  principal,  or any\npremium,  on any of the  Subordinated  Securities of such series as and when the\nsame shall become due and payable either at Maturity,  upon any  redemption,  by\ndeclaration or otherwise; or\n\n     (c) default in the payment of any sinking fund  installment as and when the\nsame shall become due and payable by the terms of the Subordinated Securities of\nsuch series; or\n\n     (d) failure on the part of the Company duly to observe or perform any other\nof the covenants or  agreements  on the part of the Company in the  Subordinated\nSecurities  of such series or contained in this  Subordinated  Indenture  (other\nthan a covenant or agreement included in this Subordinated  Indenture solely for\nthe benefit of a series of Subordinated Securities other than such series) for a\nperiod  of 60 days  after  the  date on which  written  notice  specifying  such\nfailure,  stating  that such  notice  is a \"Notice  of  Default\"  hereunder  and\ndemanding that the Company remedy the same,  shall have been given by registered\nor certified mail, return receipt requested,  to the Company by the Trustee,  or\nto the  Company  and the  Trustee by the  holders  of at least 25% in  aggregate\nprincipal  amount of the  Outstanding  Subordinated  Securities of the series to\nwhich such covenant or agreement relates; or\n\n     (e)  default  under  any  bond,  debenture,   note  or  other  evidence  of\nindebtedness  for money  borrowed by the Company or any  Subsidiary or under any\nmortgage,  indenture or  instrument  under which there may be issued or by which\nthere may be secured or evidenced\n\n\n\n\n\n\nany  indebtedness  for money borrowed by the Company or any Subsidiary,  whether\nsuch indebtedness now exists or shall hereafter be created,  which default shall\nconstitute  a  failure  to pay  the  principal  of  indebtedness  in  excess  of\n$25,000,000  when due and payable after the expiration of any  applicable  grace\nperiod with respect  thereto or shall have resulted in indebtedness in excess of\n$25,000,000  becoming or being  declared  due and  payable  prior to the date on\nwhich it would otherwise have become due and payable,  without such indebtedness\nhaving been discharged,  or such acceleration having been rescinded or annulled,\nwithin a period of 10 days after  there  shall have been given to the Company by\nthe  Trustee  or to the  Company  and the  Trustee  by the  Holders of at 25% in\naggregate principal amount of the Subordinated  Securities of each such affected\nseries then Outstanding  hereunder a written notice  specifying such default and\nrequiring the Company to cause such  indebtedness to be discharged or cause such\nacceleration to be rescinded or annulled; or\n\n     (f) a court having  jurisdiction  in the  premises  shall enter a decree or\norder for relief in respect of the Company or any  Significant  Subsidiary in an\ninvoluntary  case under any applicable  bankruptcy,  insolvency or other similar\nlaw now or hereafter in effect, or appointing a receiver, liquidator,  assignee,\ncustodian,  trustee,  sequestrator  (or similar  official) of the Company or any\nSignificant  Subsidiary  for any  substantial  part of its or their  property or\nordering the winding up or liquidation of its or their affairs,  and such decree\nor order  shall  remain  unstayed  and in effect for a period of 60  consecutive\ndays; or\n\n     (g) the Company or any  Significant  Subsidiary  shall commence a voluntary\ncase under any  applicable  bankruptcy,  insolvency  or other similar law now or\nhereafter  in  effect,  or  consent  to the entry of an order  for  relief in an\ninvoluntary  case under any such law,  or consent to the  appointment  or taking\npossession by a receiver, liquidator, assignee, custodian, trustee, sequestrator\n(or similar  official) of the Company or any  Significant  Subsidiary or for any\nsubstantial  part of its or their property,  or make any general  assignment for\nthe benefit of creditors; or\n\n     (h) any other  Event of Default  provided  in the  supplemental  indenture,\nBoard   Resolution  or  Officer's   Certificate   under  which  such  series  of\nSubordinated  Securities is issued or in the form of  Subordinated  Security for\nsuch series.\n\nSECTION 5.2 Acceleration of Maturity; Rescission and Annulment.\n\n     If an Event of Default  described in clause (a),  (b), (c), (d), (e) or (h)\nof Section 5.1 (if the Event of Default under clause (d) or (h), as the case may\nbe, is with  respect to less than all  series of  Subordinated  Securities  then\nOutstanding)  occurs and is  continuing,  then, and in each and every such case,\nexcept for any series of  Subordinated  Securities  the principal of which shall\nhave already  become due and  payable,  either the Trustee or the Holders of not\nless than 25% in aggregate  principal amount of the  Subordinated  Securities of\neach such affected series then Outstanding hereunder (each such series voting as\na separate  class) by notice in writing to the  Company  (and to the  Trustee if\ngiven  by  Securityholders),  may  declare  the  entire  principal  (or,  if the\nSubordinated  Securities of any such affected series are Original Issue Discount\nSubordinated  Securities,  such  portion  of  the  principal  amount  as  may be\nspecified in the terms of such  series) of all  Subordinated  Securities  of all\nsuch affected series, and the interest accrued\n\n\n\n\n\n\nthereon,  if  any,  to be  due  and  payable  immediately,  and  upon  any  such\ndeclaration, the same shall become immediately due and payable.\n\n     If an Event of Default  described  in clause (d) or (h) of Section 5.1 with\nrespect to all series of Subordinated Securities then Outstanding, occurs and is\ncontinuing,  then, and in each and every such case,  unless the principal of all\nof the Subordinated Securities shall have already become due and payable, either\nthe Trustee or the Holders of not less than 25% in aggregate principal amount of\nall of the Subordinated  Securities then Outstanding  hereunder  (treated as one\nclass) by notice in  writing  to the  Company  (and to the  Trustee  if given by\nSecurityholders),  may declare  the entire  principal  (or, if the  Subordinated\nSecurities of any series are Original  Issue Discount  Subordinated  Securities,\nsuch  portion of the  principal  amount as may be specified in the terms of such\nseries) of all of the Subordinated Securities then Outstanding, and the interest\naccrued  thereon,  if any,  to be due and  payable  immediately,  and upon  such\ndeclaration,  the same shall become immediately due and payable.  If an Event of\nDefault described in clause (f) or (g) of Section 5.1 shall occur, the principal\namount of all outstanding Subordinated Securities shall ipso facto become and be\nimmediately  due and payable without any declaration or other act on the part of\nthe Trustee or any Holder.\n\n     The foregoing  provisions are subject to the condition that if, at any time\nafter the  principal  (or, if the  Subordinated  Securities  are Original  Issue\nDiscount  Subordinated  Securities,  such  portion  of the  principal  as may be\nspecified in the terms thereof) of the Subordinated Securities of any series (or\nof all the  Subordinated  Securities,  as the case may be)  shall  have  been so\ndeclared due and  payable,  and before any judgment or decree for the payment of\nthe moneys due shall have been obtained or entered as hereinafter provided,\n\n     (A)  the  Company  shall  pay or  shall  deposit  with  the  Trustee  a sum\n          sufficient to pay\n\n          (i) all matured  installments  of interest  upon all the  Subordinated\n     Securities of each such series (or all the Subordinated Securities,  as the\n     case may be); and\n\n          (ii) the principal of any and all Subordinated Securities of each such\n     series (or of all the  Subordinated  Securities,  as the case may be) which\n     shall have become due otherwise than by acceleration; and\n\n          (iii)  interest upon such principal and, to the extent that payment of\n     such interest is enforceable under applicable law, on overdue  installments\n     of interest,  at the same rate as the rate of interest or Yield to Maturity\n     (in the case of Original Issue Discount Subordinated  Securities) specified\n     in the  Subordinated  Securities of each such series (or at the  respective\n     rates of interest or Yields to Maturity of all the Subordinated Securities,\n     as the case may be) to the date of such payment or deposit; and\n\n          (iv) all amounts payable to the Trustee pursuant to Section 6.6; and\n\n\n\n\n\n\n     (B) all Events of Default under the Subordinated Indenture,  other than the\nnon-payment of the principal of Subordinated  Securities which shall have become\ndue by  acceleration,  shall have been cured,  waived or  otherwise  remedied as\nprovided herein,\n\nthen and in every such case the  Holders of a majority  in  aggregate  principal\namount of all the Subordinated  Securities of each such series, each such series\nvoting as a separate class (or of all the Subordinated  Securities,  as the case\nmay be, voting as a single class),  then  Outstanding,  by written notice to the\nCompany and to the  Trustee,  may waive all  defaults  with respect to each such\nseries (or with respect to all the Subordinated Securities,  as the case may be)\nand rescind and annul such declaration and its consequences,  but no such waiver\nor  rescission  and  annulment  shall extend to or shall  affect any  subsequent\ndefault or shall impair any right consequent thereon.\n\n     For all purposes  under this  Subordinated  Indenture,  if a portion of the\nprincipal of any Original Issue Discount Subordinated Securities shall have been\naccelerated  and declared  due and payable  pursuant to the  provisions  hereof,\nthen,  from  and  after  such  declaration,  unless  such  declaration  has been\nrescinded and annulled,  the principal  amount of such Original  Issue  Discount\nSubordinated  Securities shall be deemed, for all purposes hereunder, to be such\nportion of the principal thereof as shall be due and payable as a result of such\nacceleration,  and payment of such portion of the principal  thereof as shall be\ndue and payable as a result of such  acceleration,  together with  interest,  if\nany, thereon and all other amounts owing thereunder, shall constitute payment in\nfull of such Original Issue Discount Subordinated Securities.\n\nSECTION 5.3 Collection of Indebtedness by Trustee; Trustee May Prove Debt.\n\n     The Company covenants that (a) in case default shall be made in the payment\nof any  installment  of interest on any of the  Subordinated  Securities  of any\nseries when such  interest  shall have become due and payable,  and such default\nshall have  continued  for a period of 30 days,  or (b) in case default shall be\nmade  in  the  payment  of  all  or any  part  of  the  principal  of any of the\nSubordinated  Securities  of any series  when the same shall have become due and\npayable,  whether upon Maturity of the Subordinated Securities of such series or\nupon any  redemption or by  declaration  or  otherwise,  then upon demand of the\nTrustee,  the Company  will pay to the Trustee for the benefit of the Holders of\nthe Subordinated Securities of such series the whole amount that then shall have\nbecome due and payable on all Subordinated  Securities of such series,  and such\nCoupons,  for principal and interest,  as the case may be (with  interest to the\ndate of such payment upon the overdue  principal and, to the extent that payment\nof such interest is enforceable under applicable law, on overdue installments of\ninterest at the same rate as the rate of  interest or Yield to Maturity  (in the\ncase of  Original  Issue  Discount  Subordinated  Securities)  specified  in the\nSubordinated  Securities of such series); and in addition thereto,  such further\namount as shall be sufficient to cover the costs and expenses of collection, and\nsuch other amount due the Trustee under  Section 6.6 in respect of  Subordinated\nSecurities of such series.\n\n     Until such demand is made by the Trustee, the Company may pay the principal\nof and interest on the  Subordinated  Securities of any series to the registered\nHolders, whether or not the Subordinated Securities of such series be overdue.\n\n\n\n\n\n\nSECTION 5.4 Trustee May File Proofs of Claims.\n\n     In case the Company  shall fail  forthwith  to pay such  amounts  upon such\ndemand,  the Trustee,  in its own name as trustee of an express trust,  shall be\nentitled  and  empowered  to institute  any action or  proceedings  at law or in\nequity for the  collection of the sums so due and unpaid,  and may prosecute any\nsuch action or proceedings to judgment or final decree, and may enforce any such\njudgment  or  final  decree  against  the  Company  or  other  obligor  upon the\nSubordinated  Securities  and  collect in the manner  provided by law out of the\nproperty  of the  Company or other  obligor  upon the  Subordinated  Securities,\nwherever situated, all the moneys adjudged or decreed to be payable.\n\n     In case there shall be pending  proceedings  relative to the Company or any\nother  obligor  upon the  Subordinated  Securities  under Title 11 of the United\nStates Code or any other applicable  Federal or state bankruptcy,  insolvency or\nother  similar law, or in case a receiver,  assignee or trustee in bankruptcy or\nreorganization,  liquidator,  sequestrator  or similar  official shall have been\nappointed  for or taken  possession of the Company or its property or such other\nobligor, or in case of any other comparable judicial proceedings relative to the\nCompany or other obligor upon the Subordinated  Securities,  or to the creditors\nor property of the Company or such other obligor,  the Trustee,  irrespective of\nwhether  the  principal  of the  Subordinated  Securities  shall then be due and\npayable as therein  expressed or by declaration or otherwise and irrespective of\nwhether the Trustee  shall have made any demand  pursuant to the  provisions  of\nthis  Section,  shall  be  entitled  and  empowered,  by  intervention  in  such\nproceedings or otherwise:\n\n     (a) to file and prove a claim or claims for the whole  amount of  principal\nand  interest  (or, if the  Subordinated  Securities  of any series are Original\nIssue Discount Subordinated Securities,  such portion of the principal amount as\nmay be specified in the terms of such series) owing and unpaid in respect of the\nSubordinated  Securities  of any  series,  and to  file  such  other  papers  or\ndocuments  as may be  necessary  or advisable in order to have the claims of the\nTrustee  (including  any claim for amounts  payable to the Trustee under Section\n6.6) and of the Securityholders  allowed in any judicial proceedings relative to\nthe  Company  or other  obligor  upon  the  Subordinated  Securities,  or to the\ncreditors or property of the Company or such other obligor; and\n\n     (b) unless prohibited by applicable law and regulations,  to vote on behalf\nof the holders of the Subordinated Securities of any series in any election of a\nreceiver, assignee, trustee or a standby trustee in arrangement, reorganization,\nliquidation or other  bankruptcy or insolvency  proceedings,  custodian or other\nperson performing similar functions in respect of any such proceedings; and\n\n     (c) to  collect  and  receive  any  moneys  or other  property  payable  or\ndeliverable  on any such claims,  and to  distribute  all amounts  received with\nrespect to the claims of the Securityholders and of the Trustee on their behalf;\nand any trustee,  receiver,  or liquidator,  custodian or other similar official\nperforming  similar  functions  in  respect  of any such  proceedings  is hereby\nauthorized by each of the Securityholders to make payments to the Trustee,  and,\nin the event that the Trustee shall consent to the making of payments directly\n\n\n\n\n\n\nto the  Securityholders,  to pay  to the  Trustee  its  costs  and  expenses  of\ncollection and all other amounts due to it pursuant to Section 6.6.\n\n     Nothing  herein  contained  shall be deemed to  authorize  the  Trustee  to\nauthorize  or  consent  to or vote  for or  accept  or adopt  on  behalf  of any\nSecurityholder   any  plan  of   reorganization,   arrangement,   adjustment  or\ncomposition affecting the Subordinated Securities of any series or the rights of\nany Holder thereof,  or to authorize the Trustee to vote in respect of the claim\nof any Securityholder in any such proceeding, except as aforesaid in clause (b).\n\nSECTION 5.5  Trustee  May Enforce  Claims  Without  Possession  of  Subordinated\n             Securities.\n\n     All  rights of action  and of  asserting  claims  under  this  Subordinated\nIndenture,  or under any of the Subordinated Securities of any series or Coupons\nappertaining  to such  Subordinated  Securities,  may be enforced by the Trustee\nwithout the possession of any of the  Subordinated  Securities of such series or\nCoupons  appertaining to such Subordinated  Securities or the production thereof\nin any  trial or other  proceedings  relative  thereto,  and any such  action or\nproceedings  instituted  by the  Trustee  shall  be  brought  in its own name as\ntrustee of an express  trust,  and any recovery of judgment shall awarded to the\nTrustee for ratable  distribution to the Holders of the Subordinated  Securities\nor Coupons appertaining to such Subordinated Securities in respect of which such\naction was taken, after payment of all sums due to the Trustee under Section 6.6\nin respect of such Subordinated Securities.\n\n     In any  proceedings  brought  by the  Trustee  (and  also  any  proceedings\ninvolving the interpretation of any provision of this Subordinated  Indenture to\nwhich the Trustee  shall be a party) the Trustee  shall be held to represent all\nthe  Holders of the  Subordinated  Securities  or Coupons  appertaining  to such\nSubordinated  Securities in respect to which such action was taken, and it shall\nnot be necessary to make any Holders of such Subordinated  Securities or Coupons\nappertaining to such Subordinated Securities parties to any such proceedings.\n\nSECTION 5.6 Application of Proceeds.\n\n     Any moneys  collected by the Trustee pursuant to this Article in respect of\nany series shall be applied in the following order at the date or dates fixed by\nthe  Trustee  and,  in case of the  distribution  of such  moneys on  account of\nprincipal or interest,  upon presentation of the several Subordinated Securities\nand Coupons  appertaining  to such  Subordinated  Securities in respect of which\nmonies have been  collected  and  stamping  (or  otherwise  noting)  thereon the\npayment, or issuing Subordinated  Securities of such series in reduced principal\namounts in exchange for the presented Subordinated  Securities of like series if\nonly partially paid, or upon surrender thereof if fully paid:\n\n     FIRST:  To the payment of costs and expenses  applicable  to such series of\nSubordinated  Securities  in  respect  of  which  monies  have  been  collected,\nincluding all amounts due to the Trustee and each  predecessor  Trustee pursuant\nto Section 6.6 in respect to such series of Subordinated Securities;\n\n\n\n\n\n\n     SECOND: In case the principal of the Subordinated Securities of such series\nin respect of which moneys have been collected shall not have become and be then\ndue and payable,  to the payment of interest on the  Subordinated  Securities of\nsuch series in default in the order of the Maturity of the  installments on such\ninterest,  with interest (to the extent that such interest has been collected by\nthe Trustee and is permitted by applicable law) upon the overdue installments of\ninterest at the same rate as the rate of  interest or Yield to Maturity  (in the\ncase of Original  Issue  Discount  Subordinated  Securities)  specified  in such\nSubordinated  Securities,  such  payments  to be  made  ratably  to the  persons\nentitled thereto, without discrimination or preference;\n\n     THIRD: In case the principal of the Subordinated  Securities of such series\nin respect of which  moneys have been  collected  shall have become and shall be\nthen due and  payable,  to the payment of the whole amount then owing and unpaid\nupon all the Subordinated  Securities of such series for principal and interest,\nwith interest upon the overdue principal,  and (to the extent that such interest\nhas been  collected by the Trustee and is permitted by applicable  law) upon the\noverdue  installations  of  interest at the same rate as the rate of interest or\nYield  to  Maturity  (in  the  case  of  Original  Issue  Discount  Subordinated\nSecurities) specified in the Subordinated Securities of such series; and in case\nsuch moneys  shall be  insufficient  to pay in full the whole  amount so due and\nunpaid upon the Subordinated  Securities of such series,  then to the payment of\nsuch principal and interest or Yield to Maturity, without preference or priority\nof  principal  over  interest or Yield to  Maturity,  or of interest or Yield to\nMaturity  over  principal,  or of any  installment  of  interest  over any other\ninstallment of interest or of any Subordinated  Security of such series over any\nother  Subordinated  Security of such series,  ratably to the  aggregate of such\nprincipal and accrued and unpaid interest or Yield to Maturity; and\n\n     FOURTH:  To the  payment of the  remainder,  if any,  to the Company or any\nother person lawfully entitled thereto.\n\nSECTION 5.7 Suits for Enforcement.\n\n     In case an Event of  Default  has  occurred,  has not  been  waived  and is\ncontinuing, the Trustee may in its discretion proceed to protect and enforce the\nrights vested in it by this Subordinated  Indenture by such appropriate judicial\nproceedings  as the Trustee shall deem most effectual to protect and enforce any\nof such  rights,  either  at law or in  equity or in  bankruptcy  or  otherwise,\nwhether for the specific  enforcement of any covenant or agreement  contained in\nthis  Subordinated  Indenture or in aid of the exercise of any power  granted in\nthis  Subordinated  Indenture or to enforce any other legal or  equitable  right\nvested in the Trustee by this Subordinated Indenture or by law.\n\nSECTION 5.8 Limitations on Suits by Subordinated Security Holders.\n\n     No Holder  of any  Subordinated  Security  of any  series or of any  Coupon\nappertaining  thereto  shall  have any  right by virtue  or by  availing  of any\nprovision of this  Subordinated  Indenture to institute any action or proceeding\nat law or in equity or in bankruptcy or otherwise  upon or under or with respect\nto this Subordinated Indenture or such Subordinated Security, or\n\n\n\n\n\n\nfor the  appointment  of a trustee,  receiver,  liquidator,  custodian  or other\nsimilar  official or for any other remedy  hereunder or  thereunder,  unless (a)\nsuch  Holder  previously  shall have given to the Trustee  written  notice of an\nEvent of Default with respect to  Subordinated  Securities of such series and of\nthe continuance  thereof, as hereinbefore  provided,  and (b) the Holders of not\nless than 25% in aggregate  principal amount of the  Subordinated  Securities of\nsuch  affected  series then  Outstanding  (treated as a single class) shall have\nmade written request upon the Trustee to institute such action or proceedings in\nits own name as Trustee  hereunder  and shall have  offered to the Trustee  such\nreasonable  indemnity  as  it  may  require  against  the  costs,  expenses  and\nliabilities to be incurred  therein or thereby,  and (c) the Trustee for 60 days\nafter its  receipt of such  notice,  request and offer of  indemnity  shall have\nfailed  to  institute  any  such  action  or  proceeding,  and (d) no  direction\ninconsistent  with such  written  request  shall have been given to the  Trustee\npursuant to Section 5.13; it being understood and intended,  and being expressly\ncovenanted by the taker and Holder of every Subordinated Security or Coupon with\nevery other  taker and Holder and the  Trustee,  that no one or more  Holders of\nSubordinated   Securities  of  any  series  or  Coupons   appertaining  to  such\nSubordinated Securities shall have any right in any manner whatever by virtue or\nby availing of any provision of this Subordinated  Indenture or any Subordinated\nSecurity to affect,  disturb or prejudice  the rights of any other such taker or\nHolder of Subordinated  Securities or Coupons  appertaining to such Subordinated\nSecurities,  or to obtain or seek to obtain  priority  over or preference to any\nother  such  taker or Holder or to enforce  any right  under  this  Subordinated\nIndenture or any Subordinated Security, except in the manner herein provided and\nfor the equal,  ratable  and  common  benefit  of all  Holders  of  Subordinated\nSecurities  of  the  applicable   series  and  Coupons   appertaining   to  such\nSubordinated Securities. For the protection and enforcement of the provisions of\nthis Section, each and every Securityholder and the Trustee shall be entitled to\nsuch relief as can be given either at law or in equity.\n\nSECTION 5.9 Unconditional Right of Securityholders to Institute Certain Suits.\n\n     Notwithstanding any other provision in this Subordinated  Indenture and any\nprovision  of  any  Subordinated  Security,  the  right  of  any  Holder  of any\nSubordinated  Security  or Coupon to  receive  payment of the  principal  of and\ninterest on such Subordinated  Security or Coupon on or after the respective due\ndates  expressed  in such  Subordinated  Security  or Coupon  or the  applicable\nredemption  dates provided for in such  Subordinated  Security,  to convert such\nSubordinated  Securities  of any  series in  accordance  with  terms that may be\nestablished pursuant to Section 2.3, or to institute suit for the enforcement of\nany such  payment on or after such  respective  dates,  shall not be impaired or\naffected without the consent of such Holder.\n\nSECTION   5.10   Restoration   of  Rights   on   Abandonment   of   Proceedings.\n\n     In case the Trustee  shall have  proceeded  to enforce any right under this\nSubordinated  Indenture and such  proceedings  shall have been  discontinued  or\nabandoned  for any  reason,  or shall  have  been  determined  adversely  to the\nTrustee,  then and in every  such  case the  Company  and the  Trustee  shall be\nrestored  respectively to their former positions and rights  hereunder,  and all\nrights,  remedies and powers of the Company, the Trustee and the Securityholders\nshall continue as though no such proceedings had been taken.\n\n\n\n\n\n\nSECTION  5.11 Powers and  Remedies  Cumulative;  Delay or Omission Not Waiver of\n              Default.\n\n     Except as provided in Section 5.8, no right or remedy herein conferred upon\nor  reserved  to the Trustee or to the  Holders of  Subordinated  Securities  or\nCoupons is intended to be exclusive of any other right or remedy and every right\nand remedy shall, to the extent  permitted by law, be cumulative and in addition\nto every other right and remedy given hereunder or now or hereafter  existing at\nlaw or in equity or  otherwise.  The  assertion  or  employment  of any right or\nremedy hereunder,  or otherwise,  shall not prevent the concurrent  assertion or\nemployment of any other appropriate right or remedy.\n\nSECTION 5.12 Delay or Omission Not Waiver.\n\n     No delay or  omission  of the  Trustee  or of any  Holder  of  Subordinated\nSecurities or Coupons to exercise any right or power  accruing upon any Event of\nDefault  occurring and  continuing  as aforesaid  shall impair any such right or\npower or shall be  construed  to be a waiver of any such  Event of Default or an\nacquiescence  therein.  Every  power  and  remedy  given  by  this  Subordinated\nIndenture,  any Subordinated Security or law to the Trustee or to the Holders of\nSubordinated  Securities or Coupons may be exercised  from time to time,  and as\noften as shall be deemed  expedient,  by the Trustee or, subject to Section 5.8,\nby the Holders of Subordinated Securities or Coupons.\n\nSECTION    5.13    Control    by    Holders    of    Subordinated    Securities.\n\n     The Holders of a majority in aggregate principal amount of the Subordinated\nSecurities of each series  affected  (with each such series voting as a separate\nclass) at the time Outstanding shall have the right to direct the time,  method,\nand place of conducting any proceeding for any remedy  available to the Trustee,\nor  exercising  any trust or power  conferred on the Trustee with respect to the\nSubordinated Securities of such series by this Subordinated Indenture; provided,\nthat such direction  shall not be otherwise than in accordance  with law and the\nprovisions of this Subordinated  Indenture and provided,  further, that (subject\nto the provisions of Section 6.1) the Trustee shall have the right to decline to\nfollow any such  direction if (a) the Trustee,  being advised by counsel,  shall\ndetermine  that the action or  proceeding so directed may not lawfully be taken;\nor (b) if the Trustee by its board of directors,  the executive committee,  or a\ntrust  committee  of  directors  or  Responsible  Officers of the Trustee  shall\ndetermine in good faith that the action or proceedings so directed would involve\nthe Trustee in personal liability;  or (c) if the Trustee in good faith shall so\ndetermine  that the  actions or  forbearances  specified  in or pursuant to such\ndirection  would be  unduly  prejudicial  to the  interests  of  Holders  of the\nSubordinated Securities of all affected series not joining in the giving of said\ndirection,  it being  understood that (subject to Section 6.1) the Trustee shall\nhave no duty to ascertain whether or not such actions or forbearances are unduly\nprejudicial to such Holders.\n\n     Nothing  in this  Subordinated  Indenture  shall  impair  the  right of the\nTrustee in its  discretion  to take any action  deemed proper by the Trustee and\nwhich is not inconsistent with such direction or directions by Securityholders.\n\n\n\n\n\n\nSECTION 5.14 Waiver of Past Defaults.\n\n     Prior  to  the   declaration  of   acceleration  of  the  Maturity  of  any\nSubordinated Securities as provided in Section 5.2, the Holders of a majority in\naggregate  principal amount of the Subordinated  Securities of such series (each\nseries voting as a separate class) at the time Outstanding with respect to which\nan Event of Default shall have  occurred and be  continuing  (voting as a single\nclass) may on behalf of the Holders of all such  Subordinated  Securities  waive\nany  past  default  or  Event  of  Default  described  in  Section  5.1  and its\nconsequences,  except a default in respect of a  covenant  or  provision  hereof\nwhich  cannot be modified  or amended  without the consent of the Holder of each\nSubordinated Security affected. In the case of any such waiver, the Company, the\nTrustee and the Holders of all such Subordinated Securities shall be restored to\ntheir former  positions  and rights  hereunder,  respectively,  and such default\nshall  cease to exist and be deemed to have been cured and not to have  occurred\nfor purposes of this Subordinated Indenture;  but no such waiver shall extend to\nany subsequent or other default or impair any right consequent thereon.\n\nSECTION  5.15  Trustee to Give  Notice of Default,  But May  Withhold in Certain\n               Circumstances.\n\n     The Trustee  shall,  within 90 days after the  occurrence of a default with\nrespect  to the  Subordinated  Securities  of any  series,  give  notice  of all\ndefaults  with  respect  to  that  series  known  to  the  Trustee  (i)  if  any\nUnregistered Subordinated Securities of that series are then Outstanding, to the\nHolders thereof, by publication at least once in an Authorized  Newspaper in the\nBorough of  Manhattan,  The City of New York and at least once in an  Authorized\nNewspaper  in London  (and,  if  required  by Section  3.9,  at least once in an\nAuthorized  Newspaper  in  Luxembourg)  and (ii) to all Holders of  Subordinated\nSecurities  of such  series in the manner and to the extent  provided in Section\n313(c) of the Trust  Indenture Act, unless in each case such defaults shall have\nbeen cured before the mailing or  publication of such notice (the term \"default\"\nfor the  purpose  of this  Section  being  hereby  defined  to mean any event or\ncondition  which is, or with  notice or lapse of time or both would  become,  an\nEvent of Default);  provided, that, except in the case of default in the payment\nof the  principal of or interest on any of the  Subordinated  Securities of such\nseries,  or in the payment of any sinking fund  installment on such series,  the\nTrustee  shall be  protected  in  withholding  such notice if and so long as the\nboard of directors,  the executive committee,  or a trust committee of directors\nor trustees and\/or Responsible  Officers of the Trustee in good faith determines\nthat the  withholding of such notice is in the interests of the  Securityholders\nof such series.\n\nSECTION  5.16  Right of Court to  Require  Filing of  Undertaking  to Pay Costs.\n\n     All parties to this  Subordinated  Indenture  agree, and each Holder of any\nSubordinated  Security or Coupon by his  acceptance  thereof  shall be deemed to\nhave agreed,  that any court may in its discretion  require, in any suit for the\nenforcement of any right or remedy under this  Subordinated  Indenture or in any\nsuit  against  the Trustee  for any action  taken,  suffered or omitted by it as\nTrustee,  the filing by any party litigant in such suit of an undertaking to pay\nthe  costs of such  suit,  and that  such  court  may in its  discretion  assess\nreasonable  costs,  including  reasonable  attorneys'  fees,  against  any party\nlitigant in such suit, having due regard to the merits\n\n\n\n\n\n\nand good faith of the claims or defenses  made by such party  litigant;  but the\nprovisions  of this  Section  shall  not  apply  to any suit  instituted  by the\nTrustee,   to  any  suit   instituted   by  any   Securityholder   or  group  of\nSecurityholders  of  any  series  holding  in the  aggregate  more  than  10% in\naggregate principal amount of the Subordinated Securities of such series, or, in\nthe case of any suit  relating to or arising  under clause (d) or (h) of Section\n5.1 (if the suit relates to  Subordinated  Securities  of more than one but less\nthan all series),  10% in aggregate principal amount of Subordinated  Securities\nthen Outstanding and affected thereby, or in the case of any suit relating to or\narising  under clause (d) or (h) (if the suit under clause (d) or (h) relates to\nall the Subordinated  Securities then  Outstanding),  (f) or (g) of Section 5.1,\n10%  in  aggregate   principal  amount  of  all  Subordinated   Securities  then\nOutstanding, or to any suit instituted by any Securityholder for the enforcement\nof the payment of the principal of or interest on any  Subordinated  Security on\nor after the due date expressed in such Subordinated  Security or any date fixed\nfor redemption.\n\nSECTION 5.17 Waiver of Stay or Extension Laws.\n            \nThe Company  covenants  (to the extent that it may  lawfully do so) that it will\nnot at any time insist upon, or plead, or in any manner whatsoever claim or take\nthe benefit or advantage of, any stay or extension law wherever enacted,  now or\nat  any  time  hereafter  in  force,  which  may  affect  the  covenants  or the\nperformance of this Subordinated Indenture;  and the Company (to the extent that\nit may lawfully do so) hereby  expressly  waives all benefit or advantage of any\nsuch law and covenants that it will not hinder, delay or impede the execution of\nany power  herein  granted  to the  Trustee,  but will  suffer  and  permit  the\nexecution of every such power as though no such law had been enacted.\n\n                                    ARTICLE 6\n\n                             CONCERNING THE TRUSTEE\n\nSECTION 6.1 Duties and Responsibilities of the Trustee; During Default; Prior to\n            Default.\n\n     Prior  to the  occurrence  of an  Event  of  Default  with  respect  to the\nSubordinated  Securities of a particular  series and after the curing or waiving\nof all Events of Default  which may have  occurred  with respect to such series,\nthe  Trustee  undertakes  to perform  such  duties  and only such  duties as are\nspecifically  set forth in this  Subordinated  Indenture  with  respect  to such\nseries of Subordinated  Securities.  In case an Event of Default with respect to\nthe  Subordinated  Securities of a series has occurred and has not been cured or\nwaived,  the Trustee shall exercise with respect to such series of  Subordinated\nSecurities  such of the  rights  and  powers  vested in it by this  Subordinated\nIndenture with respect to such series of  Subordinated  Securities,  and use the\nsame degree of care and skill in their exercise, as a prudent man would exercise\nor use under the circumstances in the conduct of his own affairs.\n\n     No provision of this  Subordinated  Indenture shall be construed to relieve\nthe Trustee from  liability  for its own  negligent  action,  its own  negligent\nfailure to act or its own willful misconduct, except that\n\n\n\n\n\n\n\n     (a) prior to the  occurrence  of an Event of  Default  with  respect to the\nSubordinated  Securities  of any  series  and after the curing or waiving of all\nsuch Events of Default with respect to such series which may have occurred:\n\n          (i) the duties and  obligations  of the  Trustee  with  respect to the\n     Subordinated  Securities  of any series shall be  determined  solely by the\n     express  provisions of this Subordinated  Indenture,  and the Trustee shall\n     not be liable except for the  performance of such duties and obligations as\n     are specifically set forth in this Subordinated  Indenture,  and no implied\n     covenants or  obligations  shall be read into this  Subordinated  Indenture\n     against the Trustee; and\n\n          (ii) in the  absence  of bad  faith  on the part of the  Trustee,  the\n     Trustee may  conclusively  rely, as to the truth of the  statements and the\n     correctness  of  the  opinions  expressed  therein,  upon  any  statements,\n     certificates  or opinions  furnished to the Trustee and  conforming  to the\n     requirements of this  Subordinated  Indenture;  but in the case of any such\n     statements,  certificates  or opinions  which by any  provision  hereof are\n     specifically  required to be furnished to the Trustee, the Trustee shall be\n     under a duty to examine the same to  determine  whether or not they conform\n     to the requirements of this Subordinated Indenture;\n\n     (b) the Trustee  shall not be liable for any error of judgment made in good\nfaith by a Responsible Officer or Responsible Officers of the Trustee, unless it\nshall be proved that the Trustee was  negligent in  ascertaining  the  pertinent\nfacts; and\n\n     (c) the  Trustee  shall not be liable with  respect to any action  taken or\nomitted to be taken by it in good faith in accordance  with the direction of the\nHolders  pursuant  to Section  5.13  relating  to the time,  method and place of\nconducting any proceeding for any remedy available to the Trustee, or exercising\nany  trust  or  power  conferred  upon  the  Trustee,  under  this  Subordinated\nIndenture.\n\n     None of the  provisions  contained  in this  Subordinated  Indenture  shall\nrequire the Trustee to expend or risk its own funds or otherwise  incur personal\nfinancial  liability in the  performance of any of its duties or in the exercise\nof any of its  rights  or  powers,  if there  shall  be  reasonable  ground  for\nbelieving  that the repayment of such funds or adequate  indemnity  against such\nliability is not reasonably assured to it.\n\n     The  provisions  of this Section 6.1 are in  furtherance  of and subject to\nSection 315 of the Trust Indenture Act.\n\nSECTION 6.2 Certain Rights of the Trustee.\n\n     In  furtherance  of and subject to the Trust  Indenture Act, and subject to\nSection 6.1:\n\n     (a) the Trustee  may rely and shall be  protected  in acting or  refraining\nfrom acting upon any resolution, Officer's Certificate or any other certificate,\nstatement,  instrument,  opinion, report, notice, request, consent, order, bond,\ndebenture, note, coupon, security or\n\n\n\n\n\n\nother paper or document  believed by it to be genuine and to have been signed or\npresented by the proper party or parties;\n\n     (b) any request, direction, order or demand of the Company mentioned herein\nshall be  sufficiently  evidenced  by an  Officer's  Certificate  (unless  other\nevidence in respect  thereof is specifically  prescribed  herein or in the terms\nestablished  in  respect  of any  series);  and any  resolution  of the Board of\nDirectors  may be evidenced  to the Trustee by a copy  thereof  certified by the\nsecretary or an assistant secretary of the Company;\n\n     (c) the  Trustee  may consult  with  counsel and any written  advice or any\nOpinion of Counsel shall be full and complete  authorization  and  protection in\nrespect of any action taken,  suffered or omitted to be taken by it hereunder in\ngood faith and in reliance  thereon in accordance with such advice or Opinion of\nCounsel;\n\n     (d) the Trustee  shall be under no obligation to exercise any of the trusts\nor powers vested in it by this Subordinated  Indenture at the request,  order or\ndirection  of any of the  Securityholders  pursuant  to the  provisions  of this\nSubordinated  Indenture,  unless such Securityholders  shall have offered to the\nTrustee  reasonable  security  or  indemnity  against  the costs,  expenses  and\nliabilities which might be incurred therein or thereby;\n\n     (e) the Trustee  shall not be liable for any action  taken or omitted by it\nin good faith and  believed  by it to be  authorized  or within the  discretion,\nrights or powers conferred upon it by this Subordinated Indenture;\n\n     (f) prior to the occurrence of an Event of Default  hereunder and after the\ncuring or waiving of all Events of Default,  the  Trustee  shall not be bound to\nmake any  investigation  into the facts or  matters  stated  in any  resolution,\ncertificate,  statement,  instrument, opinion, report, notice, request, consent,\norder, approval,  appraisal,  bond, debenture,  note, coupon, security, or other\npaper or  document  unless  requested  in writing so to do by the Holders of not\nless  than  a  majority  in  aggregate  principal  amount  of  the  Subordinated\nSecurities  of all series  affected  then  Outstanding;  provided,  that, if the\npayment  within a  reasonable  time to the  Trustee  of the costs,  expenses  or\nliabilities  likely to be incurred by it in the making of such investigation is,\nin the  opinion of the  Trustee,  not  reasonably  assured to the Trustee by the\nsecurity afforded to it by the terms of this Subordinated Indenture, the Trustee\nmay require  reasonable  indemnity  against such  expenses or  liabilities  as a\ncondition to  proceeding;  the reasonable  expenses of every such  investigation\nshall be paid by the  Company  or,  if paid by the  Trustee  or any  predecessor\ntrustee, shall be repaid by the Company upon demand; and\n\n     (g) the  Trustee  may  execute  any of the  trusts or powers  hereunder  or\nperform  any  duties  hereunder  either  directly  or by or  through  agents  or\nattorneys not  regularly in its employ and the Trustee shall not be  responsible\nfor any  misconduct  or  negligence  on the part of any such  agent or  attorney\nappointed with due care by it hereunder.\n\n\n\n\n\n\nSECTION 6.3 Trustee Not  Responsible  for Recitals,  Disposition of Subordinated\n            Securities or Application of Proceeds Thereof.\n\n     The recitals  contained herein and in the Subordinated  Securities,  except\nthe Trustee's  certificates of authentication,  shall be taken as the statements\nof the Company, and the Trustee assumes no responsibility for the correctness of\nthe same. The Trustee makes no  representation as to the validity or sufficiency\nof this Subordinated Indenture or of the Subordinated Securities or Coupons. The\nTrustee shall not be  accountable  for the use or  application by the Company of\nany of the Subordinated Securities or of the proceeds thereof.\n\nSECTION  6.4  Trustee and Agents May Hold  Subordinated  Securities  or Coupons;\n              Collections, Etc.\n\n     The  Trustee  or  any  agent  of the  Company  or of  the  Trustee,  in its\nindividual  or  any  other  capacity,   may  become  the  owner  or  pledgee  of\nSubordinated Securities or Coupons with the same rights it would have if it were\nnot the  Trustee  or such  agent and may  otherwise  deal with the  Company  and\nreceive,  collect,  hold and retain  collections  from the Company with the same\nrights it would have if it were not the Trustee or such agent.\n\nSECTION 6.5 Moneys Held by Trustee.\n\n     Subject to the  provisions of Section 10.4 hereof,  all moneys  received by\nthe Trustee shall,  until used or applied as herein  provided,  be held in trust\nfor the purposes for which they were received,  but need not be segregated  from\nother  funds  except to the extent  required  by  mandatory  provisions  of law.\nNeither the  Trustee nor any agent of the Company or the Trustee  shall be under\nany liability for interest on any moneys received by it hereunder.\n\nSECTION 6.6 Compensation and Indemnification of Trustee and Its Prior Claim.\n\n     The Company  covenants  and agrees to pay to the Trustee from time to time,\nand the Trustee shall be entitled to reasonable compensation (which shall not be\nlimited by any provision of law in regard to the compensation of a trustee of an\nexpress  trust) and the Company  covenants  and agrees to pay or  reimburse  the\nTrustee  and each  predecessor  trustee  upon  its  request  for all  reasonable\nexpense,  disbursements  and advances  incurred or made by or on behalf of it in\naccordance with any of the provisions of this Subordinated  Indenture (including\nthe reasonable  compensation  and the expenses and  disbursements of its counsel\nand of all agents and other persons not regularly in its employ) except any such\nexpense,  disbursement or advance as may arise from its negligence or bad faith.\nThe Company also covenants to indemnify the Trustee and each predecessor trustee\nfor, and to hold it harmless  against,  any loss,  liability or expense incurred\nwithout  negligence  or bad faith on its part,  arising out of or in  connection\nwith the  acceptance or  administration  of this  Subordinated  Indenture or the\ntrusts hereunder and its duties  hereunder,  including the costs and expenses of\ndefending  itself  against  or  investigating  any  claim  of  liability  in the\npremises.  The  obligations  of the Company under this Section to compensate and\nindemnify the Trustee and each  predecessor  trustee and to pay or reimburse the\nTrustee and each predecessor  trustee for expenses,  disbursements  and advances\nshall  constitute  additional  indebtedness  hereunder  and  shall  survive  the\nsatisfaction and discharge of this Subordinated\n\n\n\n\n\n\nIndenture.  Such additional  indebtedness shall be a senior claim to that of the\nSubordinated  Securities  upon all  property  and funds held or collected by the\nTrustee as such,  except  funds held in trust for the  benefit of the Holders of\nparticular  Subordinated  Securities or Coupons, and the Subordinated Securities\nare hereby subordinated to such senior claim.\n\nSECTION 6.7 Right of Trustee to Rely on Officer's Certificate, Etc.\n\n     Subject to  Sections  6.1 and 6.2,  whenever in the  administration  of the\ntrusts of this  Subordinated  Indenture  the Trustee  shall deem it necessary or\ndesirable that a matter be proved or established prior to taking or suffering or\nomitting any action  hereunder,  such matter  (unless other  evidence in respect\nthereof be herein specifically  prescribed) may, in the absence of negligence or\nbad faith on the part of the Trustee,  be deemed to be  conclusively  proved and\nestablished  by an Officer's  Certificate  delivered  to the  Trustee,  and such\ncertificate,  in the  absence  of  negligence  or bad  faith  on the part of the\nTrustee,  shall be full warrant to the Trustee for any action taken, suffered or\nomitted by it under the provisions of this Subordinated Indenture upon the faith\nthereof.\n\nSECTION 6.8 Subordinated Indentures Not Creating Potential Conflicting Interests\n            for the Trustee.\n\n     The following indentures are hereby specifically described for the purposes\nof Section  310(b)(1) of the Trust  Indenture Act: this  Subordinated  Indenture\nwith respect to the Subordinated Securities of any other series.\n\nSECTION 6.9 Qualification of Trustee: Conflicting Interests.\n\n     The Trustee shall comply with Section 310(b) of the Trust Indenture Act.\n\nSECTION 6.10 Persons Eligible for Appointment as Trustee.\n\n\n     The Trustee for each series of Subordinated  Securities  hereunder shall at\nall times be a corporation or banking  association  organized and doing business\nunder  the laws of the  United  States of  America,  any  State  thereof  or the\nDistrict  of  Columbia,  that has (or, in the case of a  corporation  or banking\nassociation  included in a bank  holding  company  system,  whose  related  bank\nholding company has) a combined capital and surplus of at least $50,000,000, and\nwhich is authorized  under such laws to exercise  corporate  trust powers and is\nsubject to supervision or examination by Federal,  state or District of Columbia\nauthority. If such corporation publishes reports of condition at least annually,\npursuant to law or to the requirements of the aforesaid supervising or examining\nauthority,  then for the  purposes of this  Section,  the  combined  capital and\nsurplus  of such  corporation  shall be deemed to be its  combined  capital  and\nsurplus as set forth in its most recent  report of  condition so  published.  In\ncase at any time the Trustee shall cease to be eligible in  accordance  with the\nprovisions of this Section,  the Trustee shall resign  immediately in the manner\nand with the effect specified in Section 6.11.\n\n     The  provisions of this Section 6.10 are in  furtherance  of and subject to\nSection 310(a) of the Trust Indenture Act.\n\n\n\n\n\n\nSECTION  6.11  Resignation  and  Removal;   Appointment  of  Successor  Trustee.\n\n     (a) The Trustee, or any trustee or trustees hereafter appointed, may at any\ntime resign with respect to one or more or all series of Subordinated Securities\nby  giving  written  notice  of  resignation  to  the  Company  and  (i)  if any\nUnregistered  Subordinated Securities of a series affected are then Outstanding,\nby giving notice of such resignation to the Holders  thereof,  by publication at\nleast once in an Authorized  Newspaper in the Borough of Manhattan,  The City of\nNew York,  and at least  once in an  Authorized  Newspaper  in London  (and,  if\nrequired  by  Section  3.9,  at  least  once  in  an  Authorized   Newspaper  in\nLuxembourg),  (ii)  if any  Unregistered  Subordinated  Securities  of a  series\naffected are then  Outstanding,  by mailing  notice of such  resignation  to the\nHolders  thereof  who have filed  their  names and  addresses  with the  Trustee\npursuant to Section  313(c)(2) of the Trust  Indenture Act at such  addresses as\nwere so furnished to the Trustee and (iii) by mailing notice of such resignation\nto the Holders of then Outstanding  Registered  Subordinated  Securities of each\nseries  affected at their  addresses as they shall appear on the registry books.\nUpon receiving such notice of resignation,  the Company shall promptly appoint a\nsuccessor  trustee or trustees with respect to the applicable  series by written\ninstrument  in duplicate,  executed by authority of the Board of Directors,  one\ncopy of which  instrument  shall be delivered to the  resigning  Trustee and one\ncopy to the successor  trustee or trustees.  If no successor  trustee shall have\nbeen so  appointed  with  respect to any series  and have  accepted  appointment\nwithin 30 days after the mailing of such notice of  resignation,  the  resigning\ntrustee may petition any court of competent  jurisdiction for the appointment of\na successor trustee,  or any Securityholder who has been a bona fide Holder of a\nSubordinated Security or Subordinated Securities of the applicable series for at\nleast six months may,  subject to the  provisions  of Section 5.12, on behalf of\nhimself  and all  others  similarly  situated,  petition  any such court for the\nappointment of a successor trustee. Such court may thereupon, after such notice,\nif any, as it may deem proper and prescribe, appoint a successor trustee.\n\n     (b) In case at any time any of the following shall occur:\n\n          (i) the Trustee  shall fail to comply with the  provisions  of Section\n     310(b)  of  the  Trust   Indenture  Act  with  respect  to  any  series  of\n     Subordinated Securities after written request therefor by the Company or by\n     any  Securityholder  who has  been a bona  fide  Holder  of a  Subordinated\n     Security or Subordinated Securities of such series for at least six months;\n     or\n\n          (ii) the Trustee  shall cease to be  eligible in  accordance  with the\n     provisions  of Section 6.10 and Section  310(a) of the Trust  Indenture Act\n     and shall fail to resign after written  request  therefor by the Company or\n     by any Securityholder; or\n\n          (iii) the Trustee shall become incapable of acting with respect to any\n     series of  Subordinated  Securities,  or shall be  adjudged a  bankrupt  or\n     insolvent,  or a receiver or  liquidator  of the Trustee or of its property\n     shall be appointed,  or any public  officer shall take charge or control of\n     the   Trustee  or  of  its   property   or  affairs   for  the  purpose  of\n     rehabilitation, conservation or liquidation;\n\n\n\n\n\n\nthen,  in any such case,  the Company may remove the Trustee with respect to the\napplicable series of Subordinated Securities and appoint a successor trustee for\nsuch series by written instrument, in duplicate,  executed by order of the Board\nof Directors of the Company,  one copy of which instrument shall be delivered to\nthe Trustee so removed and one copy to the successor trustee, or, subject to the\nprovisions of Section 315(e) of the Trust Indenture Act, any  Securityholder who\nhas  been  a  bona  fide  Holder  of a  Subordinated  Security  or  Subordinated\nSecurities  of such  series for at least six months may on behalf of himself and\nall others similarly situated,  petition any court of competent jurisdiction for\nthe removal of the  Trustee and the  appointment  of a  successor  trustee  with\nrespect to such series. Such court may thereupon,  after such notice, if any, as\nit may deem  proper and  prescribe,  remove the  Trustee and appoint a successor\ntrustee.\n\n     (c)  The  Holders  of a  majority  in  aggregate  principal  amount  of the\nSubordinated  Securities of each series at the time  outstanding may at any time\nremove the Trustee with respect to  Subordinated  Securities  of such series and\nappoint a successor trustee with respect to the Subordinated  Securities of such\nseries by  delivering  to the Trustee so removed,  to the  successor  trustee so\nappointed  and to the Company the  evidence  provided  for in Section 7.1 of the\naction in that regard taken by the Securityholders.\n\n     (d) Any  resignation  or removal of the Trustee  with respect to any series\nand any appointment of a successor  trustee with respect to such series pursuant\nto any of the  provisions  of this  Section  6.11 shall  become  effective  upon\nacceptance of appointment by the successor trustee as provided in Section 6.12.\n\nSECTION 6.12 Acceptance of Appointment by Successor Trustee.\n\n     Any successor  trustee  appointed as provided in Section 6.11 shall execute\nand  deliver  to the  Company  and  to its  predecessor  trustee  an  instrument\naccepting such appointment  hereunder,  and thereupon the resignation or removal\nof the  predecessor  trustee with respect to all or any applicable  series shall\nbecome  effective and such successor  trustee,  without any further act, deed or\nconveyance,  shall become vested with all rights, powers, duties and obligations\nwith respect to such series of its predecessor hereunder, with like effect as if\noriginally named as trustee for such series hereunder; but, nevertheless, on the\nwritten request of the Company or of the successor trustee,  upon payment of its\ncharges then unpaid, the trustee ceasing to act shall,  subject to Section 10.4,\npay over to the  successor  trustee all moneys at the time held by it  hereunder\nand shall  execute  and deliver an  instrument  transferring  to such  successor\ntrustee all such rights,  powers,  duties and  obligations.  Upon request of any\nsuch  successor  trustee,  the Company shall execute any and all  instruments in\nwriting for more fully and certainly vesting in and confirming to such successor\ntrustee  all  such  rights  and  powers.  Any  trustee  ceasing  to  act  shall,\nnevertheless,  retain a prior claim upon all property or funds held or collected\nby such trustee to secure any amounts then due it pursuant to the  provisions of\nSection 6.6.\n\n     If a  successor  trustee is  appointed  with  respect  to the  Subordinated\nSecurities  of one or more (but not all) series,  the Company,  the  predecessor\ntrustee and each successor  trustee with respect to the Subordinated  Securities\nof any  applicable  series shall  execute and deliver an indenture  supplemental\nhereto which shall contain such provisions as shall be deemed necessary\n\n\n\n\n\n\nor desirable to confirm  that all the rights,  powers,  trusts and duties of the\npredecessor trustee with respect to the Subordinated Securities of any series as\nto which the predecessor  trustee is not retiring shall continue to be vested in\nthe  predecessor  trustee,  and shall add to or change any of the  provisions of\nthis  Subordinated  Indenture as shall be necessary to provide for or facilitate\nthe  administration  of the trusts hereunder by more than one trustee,  it being\nunderstood  that  nothing  herein  or  in  such  supplemental   indenture  shall\nconstitute  such  trustees  co-trustees  of the same  trust  and that  each such\ntrustee shall be trustee of a trust or trusts under separate indentures.\n\n     No successor trustee with respect to any series of Subordinated  Securities\nshall accept  appointment as provided in this Section 6.12 unless at the time of\nsuch acceptance  such successor  trustee shall be qualified under Section 310(b)\nof the Trust Indenture Act and eligible under the provisions of Section 6.10.\n\n     Upon acceptance of appointment by any successor trustee as provided in this\nSection  6.12,  the Company  shall give notice  thereof (a) if any  Unregistered\nSubordinated  Securities  of a  series  affected  are then  Outstanding,  to the\nHolders  thereof,  by  publication of such notice at least once in an Authorized\nNewspaper in the Borough of Manhattan, The City of New York and at least once in\nan  Authorized  Newspaper in London  (and,  if required by Section 3.9, at least\nonce  in an  Authorized  Newspaper  in  Luxembourg),  (b)  if  any  Unregistered\nSubordinated  Securities  of a  series  affected  are then  Outstanding,  to the\nHolders  thereof  who have filed  their  names and  addresses  with the  Trustee\npursuant to Section 313(c)(2) of the Trust Indenture Act, by mailing such notice\nto such  Holders at such  addresses as were so furnished to the Trustee (and the\nTrustee shall make such  information  available to the Company for such purpose)\nand (c) to the  Holders of  Registered  Subordinated  Securities  of each series\naffected,  by mailing  such notice to such  Holders at their  addresses  as they\nshall  appear  on the  registry  books.  If the  acceptance  of  appointment  is\nsubstantially  contemporaneous with the resignation,  then the notice called for\nby the preceding  sentence may be combined with the notice called for by Section\n6.11. If the Company fails to give such notice within ten days after  acceptance\nof appointment by the successor trustee,  the successor trustee shall cause such\nnotice to be given at the expense of the Company.\n\nSECTION 6.13 Merger,  Conversion,  Consolidation  or  Succession  to Business of\n             Trustee.\n\n     Any  corporation  into which the Trustee may be merged or converted or with\nwhich it may be  consolidated,  or any  corporation  resulting  from any merger,\nconversion  or  consolidation  to which  the  Trustee  shall be a party,  or any\ncorporation  succeeding to the corporate trust business of the Trustee, shall be\nthe successor of the Trustee hereunder, provided, that such corporation shall be\nqualified under Section 310(b) of the Trust Indenture Act and eligible under the\nprovisions of Section 6.10,  without the execution or filing of any paper or any\nfurther act on the part of any of the  parties  hereto,  anything  herein to the\ncontrary notwithstanding.\n\n     In case at the time such  successor  to the  Trustee  shall  succeed to the\ntrusts created by this Subordinated Indenture any of the Subordinated Securities\nof any  series  shall  have  been  authenticated  but not  delivered,  any  such\nsuccessor  to the Trustee may adopt the  certificate  of  authentication  of any\npredecessor trustee and deliver such Subordinated Securities so\n\n\n\n\n\n\nauthenticated;  and, in case at that time any of the Subordinated  Securities of\nany series shall not have been  authenticated,  any successor to the Trustee may\nauthenticate such Subordinated  Securities either in the name of any predecessor\nhereunder or in the name of the  successor  Trustee;  and in all such cases such\ncertificate  shall have the full force which it is anywhere in the  Subordinated\nSecurities of such series or in this  Subordinated  Indenture  provided that the\ncertificate  of the Trustee  shall have;  provided,  that the right to adopt the\ncertificate of  authentication  of any  predecessor  trustee or to  authenticate\nSubordinated  Securities  of any series in the name of any  predecessor  trustee\nshall  apply  only to its  successor  or  successors  by merger,  conversion  or\nconsolidation.\n\nSECTION 6.14 Preferential Collection of Claims Against the Company.\n\n     If this Subordinated  Indenture is qualified under the Trust Indenture Act,\nthe  Trustee  shall  comply  with  Section  311(a) of the Trust  Indenture  Act,\nexcluding  any  creditor  relationship  listed  in  Section  311(b) of the Trust\nIndenture  Act. A Trustee who has resigned or been  removed  shall be subject to\nSection 311(a) of the Trust Indenture Act to the extent indicated.\n\nSECTION 6.15 Appointment of Authenticating Agent.\n\n     As long as any Subordinated Securities of a series remain Outstanding,  the\nTrustee  may, by an  instrument  in writing,  appoint  with the  approval of the\nCompany an  authenticating  agent (the  \"Authenticating  Agent\")  which shall be\nauthorized  to act  on  behalf  of  the  Trustee  to  authenticate  Subordinated\nSecurities, including Subordinated Securities issued upon exchange, registration\nof  transfer,  partial  redemption  or  pursuant  to Section  2.9.  Subordinated\nSecurities of each such series  authenticated by such Authenticating Agent shall\nbe entitled to the benefits of this  Subordinated  Indenture  and shall be valid\nand obligatory  for all purposes as if  authenticated  by the Trustee.  Whenever\nreference  is made in this  Subordinated  Indenture  to the  authentication  and\ndelivery  of  Subordinated  Securities  of any  series by the  Trustee or to the\nTrustee's  Certificate  of  Authentication,  such  reference  shall be deemed to\ninclude   authentication   and   delivery   on  behalf  of  the  Trustee  by  an\nAuthenticating  Agent  for  such  series  and a  Certificate  of  Authentication\nexecuted  on  behalf  of  the  Trustee  by  such   Authenticating   Agent.  Such\nAuthenticating  Agent shall at all times be a  corporation  organized  and doing\nbusiness  under  the laws of the  United  States  of  America  or of any  State,\nauthorized under such laws to exercise corporate trust powers, having a combined\ncapital and surplus of at least  $45,000,000  (determined as provided in Section\n6.10 with respect to the Trustee) and subject to  supervision  or examination by\nFederal or State authority.\n\n     Any  corporation  into  which  any  Authenticating  Agent  may be merged or\nconverted,  or with which it may be consolidated,  or any corporation  resulting\nfrom any merger,  conversion or consolidation to which any Authenticating  Agent\nshall be a party, or any corporation succeeding to the corporate agency business\nof any Authenticating  Agent, shall continue to be the authenticating Agent with\nrespect  to all  series  of  Subordinated  Securities  for  which it  served  as\nAuthenticating Agent without the execution or filing of any paper or any further\nact on the part of the Trustee or such Authenticating  Agent. Any Authenticating\nAgent may at any time,  and if it shall  cease to be eligible  shall,  resign by\ngiving written notice of resignation to the Trustee and to the Company.\n\n\n\n\n\n\n\n     Upon receiving such a notice of resignation or upon such a termination,  or\nin case at any time any  Authenticating  Agent  shall  cease to be  eligible  in\naccordance  with the provisions of this Section 6.15 with respect to one or more\nseries of Subordinated  Securities,  the Trustee shall upon receipt of a Company\nOrder  appoint a successor  Authenticating  Agent and the Company  shall provide\nnotice of such  appointment  to all Holders of  Subordinated  Securities of such\nseries in the manner and to the extent  provided in Section 11.4.  Any successor\nAuthenticating  Agent upon acceptance of its appointment  hereunder shall become\nvested with all rights,  powers,  duties and responsibilities of its predecessor\nhereunder,  with like effect as if originally named as Authenticating Agent. The\nCompany agrees to pay to the  Authenticating  Agent for such series from time to\ntime reasonable  compensation.  The  Authenticating  Agent for the  Subordinated\nSecurities  of any series  shall have no  responsibility  or  liability  for any\naction taken by it as such at the direction of the Trustee.\n\nIf an  appointment  is made with respect to one or more series  pursuant to this\nSection,  the Subordinated  Securities of such series may have endorsed thereon,\nin addition to the  Trustee's  certificate  of  authentication,  an  alternative\ncertificate of authentication in the following form:\n\nThis is one of the  Subordinated  Securities  described in the  within-mentioned\nSubordinated Indenture.\n\n\n                                             ----------------------------,\n                                                                     As Trustee\n\n\n                                             By\n                                               --------------------------,\n                                                         As Authenticating Agent\n\n\n                                             By\n                                               --------------------------,\n                                                              Authorized Officer\n\n          Sections  6.2,  6.3,  6.4,  6.6 and 7.3  shall  be  applicable  to any\n     Authenticating Agent.\n\n                                    ARTICLE 7\n\n                         CONCERNING THE SECURITYHOLDERS\n\n\n\n\n\n\nSECTION 7.1 Evidence of Action Taken by Securityholders.\n\n     Any request, demand,  authorization,  direction, notice, consent, waiver or\nother action provided by this  Subordinated  Indenture to be given or taken by a\nspecified  percentage in principal amount of the  Securityholders  of any or all\nseries  may  be  embodied  in  and  evidenced  by one  or  more  instruments  of\nsubstantially   similar   tenor   signed  by  such   specified   percentage   of\nSecurityholders in person or by agent duly appointed in writing;  and, except as\nherein  otherwise  expressly  provided,  such action shall become effective when\nsuch instrument or instruments are delivered to the Trustee.  Proof of execution\nof any instrument or of a writing  appointing any such agent shall be sufficient\nfor any purpose of this Subordinated  Indenture and (subject to Sections 6.1 and\n6.2)  conclusive in favor of the Trustee and the Company,  if made in the manner\nprovided in this Article.\n\nSECTION 7.2 Proof of Execution  of  Instruments  and of Holding of  Subordinated\n            Securities.\n\n     Subject to Sections  6.1 and 6.2,  the  execution  of any  instrument  by a\nSecurityholder  or his  agent or proxy may be  proved  in  accordance  with such\nreasonable  rules and regulations as may be prescribed by the Trustee or in such\nmanner as shall be  satisfactory  to the  Trustee.  The holding or  Subordinated\nSecurities  shall be proved by the Security  Register or by a certificate of the\nregistrar thereof.\n\nSECTION 7.3 Holders to be Treated as Owners.\n\n     The  Company,  the  Trustee and any agent of the Company or the Trustee may\ndeem and  treat the  person in whose  name any  Subordinated  Security  shall be\nregistered  upon the Security  Register for such series as the absolute owner of\nsuch Subordinated  Security (whether or not such Subordinated  Security shall be\noverdue and  notwithstanding any notation of ownership or other writing thereon)\nfor the purpose of receiving  payment of or on account of the  principal of and,\nsubject to the  provisions  of this  Subordinated  Indenture,  interest  on such\nSubordinated  Security and for all other  purposes;  and neither the Company nor\nthe Trustee nor any agent of the Company or the Trustee shall be affected by any\nnotice to the contrary. The Company, the Trustee and any agent of the Company or\nthe Trustee may treat the Holder of any Unregistered  Subordinated  Security and\nthe Holder of any Coupon as the absolute owner of such Unregistered Subordinated\nSecurity or Coupon (whether or not such  Unregistered  Subordinated  Security or\nCoupon  shall be overdue)  for the purpose of  receiving  payment  thereof or on\naccount thereof and for all other purposes and neither the Company, the Trustee,\nnor any agent of the Company or the  Trustee  shall be affected by any notice to\nthe contrary.  All such payments so made to any such person,  or upon his order,\nshall be valid,  and,  to the  extent of the sum or sums so paid,  effectual  to\nsatisfy  and  discharge   the  liability  for  moneys   payable  upon  any  such\nUnregistered Subordinated Security or Coupon.\n\nIf the  Subordinated  Securities  of any series are issued in the form of one or\nmore Global Subordinated  Securities,  the Depository therefor may grant proxies\nto Persons having a beneficial ownership in such Global Subordinated Security or\nSubordinated  Securities  for purposes of voting or otherwise  responding to any\nrequest  for  consent,   waiver  or  other  action  which  the  Holder  of  such\nSubordinated Security is entitled to grant or take under this\n\n\n\n\n\n\nSubordinated  Indenture  and the  Trustee  shall  accept  such  proxies  for the\npurposes  granted;  provided that neither the Trustee nor the Company shall have\nany obligation with respect to the grant of or solicitation by the Depository of\nsuch proxies.\n\nSECTION 7.4 Subordinated Securities Owned by Company Deemed Not Outstanding.\n\n     In  determining  whether the Holders of the requisite  aggregate  principal\namount  of  Outstanding  Subordinated  Securities  of  any or  all  series  have\nconcurred in any request,  demand,  authorization,  direction,  notice, consent,\nwaiver or other action by  Securityholders  under this  Subordinated  Indenture,\nSubordinated  Securities  which are owned by the Company or any other obligor on\nthe  Subordinated  Securities with respect to which such  determination is being\nmade or by any person  directly or  indirectly  controlling  or controlled by or\nunder direct or indirect common control with the Company or any other obligor on\nthe  Subordinated  Securities with respect to which such  determination is being\nmade shall be disregarded  and deemed not to be  Outstanding  for the purpose of\nany such  determination,  except that for the purpose of determining whether the\nTrustee  shall be  protected  in relying on any such  action  only  Subordinated\nSecurities  which  the  Trustee  knows  are so owned  shall  be so  disregarded.\nSubordinated  Securities  so owned which have been  pledged in good faith may be\nregarded as Outstanding if the pledgee  establishes to the  satisfaction  of the\nTrustee  the  pledgee's  right  so to act  with  respect  to  such  Subordinated\nSecurities and that the pledgee is not the Company or any other obligor upon the\nSubordinated  Securities  or any person  directly or indirectly  controlling  or\ncontrolled by or under direct or indirect common control with the Company or any\nother obligor on the  Subordinated  Securities.  In case of a dispute as to such\nright, the advice of counsel shall be full protection in respect of any decision\nmade by the Trustee in accordance with such advice. Upon request of the Trustee,\nthe Company  shall  furnish to the Trustee  promptly  an  Officer's  Certificate\nlisting  and  identifying  all  Subordinated  Securities,  if any,  known by the\nCompany to be owned or held by or for the account of any of the  above-described\npersons;  and, subject to Sections 6.1 and 6.2, the Trustee shall be entitled to\naccept such Officer's  Certificate  as conclusive  evidence of the facts therein\nset forth and of the fact that all  Subordinated  Securities  not listed therein\nare Outstanding for the purpose of any such determination.\n\nSECTION 7.5 Right of Revocation of Action Taken.\n\n     At any time prior to (but not  after) the  evidencing  to the  Trustee,  as\nprovided  in Section  7.1,  of the  taking of any  action by the  Holders of the\npercentage in aggregate  principal amount of the Subordinated  Securities of any\nor all series, as the case may be, specified in this  Subordinated  Indenture in\nconnection  with such action,  any Holder of a Subordinated  Security the serial\nnumber of which is shown by the evidence to be included among the serial numbers\nof the  Subordinated  Securities  the  Holders of which have  consented  to such\naction may, by filing  written  notice at the  Corporate  Trust  Office and upon\nproof of holding as  provided  in this  Article,  revoke  such  action so far as\nconcerns such Subordinated  Security.  Except as aforesaid any such action taken\nby the Holder of any Subordinated  Security shall be conclusive and binding upon\nsuch Holder and upon all future Holders and owners of such Subordinated Security\nand of any Subordinated  Securities issued in exchange or substitution  therefor\nor on registration\n\n\n\n\n\n\nof  transfer  thereof,  irrespective  of whether or not any  notation  in regard\nthereto is made upon any such  Subordinated  Security.  Any action  taken by the\nHolders of the  percentage  in aggregate  principal  amount of the  Subordinated\nSecurities  of any  or all  series,  as the  case  may  be,  specified  in  this\nSubordinated  Indenture in  connection  with such action  shall be  conclusively\nbinding  upon the Company,  the Trustee and the Holders of all the  Subordinated\nSecurities affected by such action.\n\n                                    ARTICLE 8\n\n                      SUPPLEMENTAL SUBORDINATED INDENTURES\n\nSECTION   8.1   Supplemental   Subordinated   Indentures   Without   Consent  of\n                Securityholders.\n\n     The Company,  when  authorized  by a  resolution  of its Board of Directors\n(which  resolution  may provide  general terms or parameters for such action and\nmay  provide  that  the  specific  terms of such  action  may be  determined  in\naccordance with or pursuant to a Company  Order),  and the Trustee may from time\nto time and at any time  enter  into an  indenture  or  indentures  supplemental\nhereto for one or more of the following purposes:\n\n     (a) to cause the  Subordinated  Indenture to be  qualified  under the Trust\nIndenture Act; or\n\n     (b) to evidence  the  succession  of another  Person to the Company and the\nassumption by any such  successor of the covenants of the Company  herein and in\nthe Subordinated Securities; or\n\n     (c) to add to the  covenants  of the Company for the benefit of the Holders\nof all or any series of Subordinated Securities (and if such covenants are to be\nfor the benefit of less than all series of Subordinated Securities, stating that\nsuch  covenants  are  expressly  being  included  solely for the benefit of such\nseries) or to surrender any right or power herein conferred upon the Company; or\n\n     (d) to add any additional  Events of Default for the benefit of the Holders\nof all or any series of Subordinated  Securities (and if such additional  Events\nof Default  are to be for the  benefit  of less than all series of  Subordinated\nSecurities,  stating that such additional  Events of Default are expressly being\nincluded solely for the benefit of such series); or\n\n     (e)  to add  to or  change  any of  the  provisions  of  this  Subordinated\nIndenture  to such  extent as shall be  necessary  to permit or  facilitate  the\nissuance  of  Subordinated   Securities  in  bearer  form,  registrable  or  not\nregistrable as to principal,  and with or without interest coupons, or to permit\nor facilitate the issuance of Subordinated Securities in uncertificated form; or\n\n     (f)  to  add  to,  change  or  eliminate  any of  the  provisions  of  this\nSubordinated  Indenture  in  respect  of  one or  more  series  of  Subordinated\nSecurities,  provided that any such addition,  change or  elimination  (A) shall\nneither (i) apply to any Subordinated Security of any\n\n\n\n\n\n\nseries  created  prior  to the  execution  of such  supplemental  indenture  and\nentitled  to the  benefit of such  provision  nor (ii)  modify the rights of the\nHolder of any such  Subordinated  Security with respect to such provision or (B)\nshall  become  effective  only  when  there  is no  such  Subordinated  Security\nOutstanding; or\n\n     (g) to secure the Subordinated Securities; or\n\n     (h) to establish the form or terms of Subordinated Securities of any series\nas permitted by Sections 2.1 and 2.3; or\n\n     (i) to evidence and provide for the acceptance of appointment  hereunder by\na successor  Trustee with respect to the Subordinated  Securities of one or more\nseries  and to add to or  change  any of the  provisions  of  this  Subordinated\nIndenture as shall be necessary to provide for or facilitate the  administration\nof the trusts  hereunder by more than one Trustee,  pursuant to the requirements\nof Section 6.11; or\n\n     (j) to cure any ambiguity,  to correct or supplement  any provision  herein\nwhich may be defective or inconsistent  with any other provision  herein,  or to\nmake any other  provisions  with respect to matters or questions  arising  under\nthis Subordinated  Indenture,  provided that such action pursuant to this Clause\n(j) shall not  adversely  affect the  interests  of the Holders of  Subordinated\nSecurities of any series in any material respect; or\n\n     (k) to make provision  with respect to the conversion  rights of Holders in\nthe event of a consolidation, merger or sale of assets involving the Company, as\nrequired in this Subordinated Indenture; or\n\n     (l) to supplement  any of the provisions of the  Subordinated  Indenture to\nsuch extent as shall be necessary to permit or  facilitate  the  defeasance  and\ndischarge  of any series of  Subordinated  Securities  pursuant  to Article  10,\nprovided  that any such action shall not  adversely  affect the interests of the\nHolders  of  Subordinated  Securities  of such  series  or any  other  series of\nSubordinated Securities in any material respect.\n\nSECTION   8.2   Supplemental    Subordinated    Indentures   with   Consent   of\n                Securityholders.\n\n     With the consent of the Holders of a majority  in  principal  amount of the\nOutstanding Subordinated Securities of each series affected by such supplemental\nindenture,  by act of said Holders delivered to the Company and the Trustee, the\nCompany,  when authorized by a Board Resolution,  and the Trustee may enter into\nan indenture  or  indentures  supplemental  hereto for the purpose of adding any\nprovisions  to or changing in any manner  eliminating  any of the  provisions of\nthis  Subordinated  Indenture  or of  modifying  in any manner the rights of the\nHolders of  Subordinated  Securities  of such  series  under  this  Subordinated\nIndenture; provided, however, that no such supplemental indenture shall, without\nthe consent of the Holder of each  Outstanding  Subordinated  Security  affected\nthereby,\n\n\n\n\n\n\n     (a) change the Stated  Maturity of the principal of, or any  installment of\nprincipal of or interest on, any Subordinated  Security, or reduce the principal\namount thereof or the rate of interest  thereon or any premium  payable upon the\nredemption  thereof,  or reduce the amount of the principal of an Original Issue\nDiscount Subordinated Security or any other Subordinated Security which would be\ndue and payable upon a  declaration  of  acceleration  of the  Maturity  thereof\npursuant to Section  5.2, or change any place of payment  where,  or the coin or\ncurrency in which, any Subordinated  Security or any premium or interest thereon\nis payable,  or impair the right to institute  suit for the  enforcement  of any\nsuch  payment  on or after  the  Stated  Maturity  thereof  (or,  in the case of\nredemption,  on or after the Redemption  Date), or modify the provisions of this\nSubordinated  Indenture with respect to the  subordination  of the  Subordinated\nSecurities in a manner adverse to the Holders, or\n\n     (b)  reduce  the  percentage  in  principal   amount  of  the   Outstanding\nSubordinated  Securities of any series, the consent of whose Holders is required\nfor any such supplemental indenture, or the consent of whose Holders is required\nfor any waiver (of  compliance  with  certain  provisions  of this  Subordinated\nIndenture or certain defaults hereunder and their consequences)  provided for in\nthis Subordinated Indenture, or\n\n     (c) modify  any of the  provisions  of this  Section  8.2 or Section  5.14,\nexcept  to  increase  any such  percentage  or to  provide  that  certain  other\nprovisions of this  Subordinated  Indenture cannot be modified or waived without\nthe consent of the Holder of each  Outstanding  Subordinated  Security  affected\nthereby; provided,  however, that this clause shall not be deemed to require the\nconsent of any Holder with respect to changes in the references to \"the Trustee\"\nand concomitant changes in this Section 8.2, or the deletion of this proviso, in\naccordance with the requirements of Sections 6.11 and 8.1(i).\n\n     A supplemental  indenture which changes or eliminates any covenant or other\nprovision of this  Subordinated  Indenture  which has  expressly  been  included\nsolely  for  the  benefit  of one or  more  particular  series  of  Subordinated\nSecurities,  or which modifies the rights of Holders of Subordinated  Securities\nof such series, or of Coupons appertaining to such Subordinated Securities, with\nrespect to such covenant or provision,  shall be deemed not to affect the rights\nunder this Subordinated  Indenture of the Holders of Subordinated  Securities of\nany other series or of the Coupons appertaining to such Subordinated Securities.\n\n     Upon the request of the Company,  accompanied  by a copy of a resolution of\nthe Board of Directors (which resolution may provide general terms or parameters\nfor such action and may provide  that the  specific  terms of such action may be\ndetermined in accordance  with or pursuant to a Company Order)  certified by the\nsecretary or an assistant  secretary of the Company authorizing the execution of\nany such  supplemental  indenture,  and  upon the  filing  with the  Trustee  of\nevidence  of the  consent  of the  Holders  of the  Subordinated  Securities  as\naforesaid  and other  documents,  if any,  required by Section  7.1, the Trustee\nshall join with the  Company in the  execution  of such  supplemental  indenture\nunless such supplemental  indenture affects the Trustee's own rights,  duties or\nimmunities  under this  Subordinated  Indenture or otherwise,  in which case the\nTrustee may in its  discretion,  but shall not be obligated  to, enter into such\nsupplemental indenture.\n\n\n\n\n\n\n     It shall not be necessary for the consent of the Securityholders under this\nSection to approve the particular form of any proposed  supplemental  indenture,\nbut it shall be sufficient if such consent shall approve the substance thereof.\n\n     Promptly  after  the  execution  by the  Company  and  the  Trustee  of any\nsupplemental  indenture pursuant to the provisions of this Section,  the Trustee\nshall give  notice  thereof (i) to the  Holders of then  Outstanding  Registered\nSubordinated  Securities of each series  affected  thereby,  by mailing a notice\nthereof by  first-class  mail to such  Holders at their  addresses as they shall\nappear  on  the  Security  Register,  (ii)  if  any  Unregistered   Subordinated\nSecurities of a series  affected  thereby are then  Outstanding,  to the Holders\nthereof who have filed their names and  addresses  with the Trustee  pursuant to\nSection  313(c)(2) of the Trust  Indenture  Act, by mailing a notice  thereof by\nfirst-class  mail to such Holders at such  addresses as were so furnished to the\nTrustee  and  (iii)  if any  Unregistered  Subordinated  Securities  of a series\naffected thereby are then Outstanding, to all Holders thereof, by publication of\na notice  thereof at least once in an  Authorized  Newspaper  in the  Borough of\nManhattan,  The City of New York and at least once in an Authorized Newspaper in\nLondon  (and,  if  required  by  Section  3.9,  at least  once in an  Authorized\nNewspaper  in  Luxembourg),  and in each  case  such  notice  shall set forth in\ngeneral terms the substance of such supplemental  indenture.  Any failure of the\nCompany to give such notice, or any defect therein,  shall not, however,  in any\nway impair or affect the validity of any such supplemental indenture.\n\nSECTION 8.3 Effect of Supplemental Subordinated Indenture.\n\n     Upon the execution of any supplemental indenture pursuant to the provisions\nhereof,  this  Subordinated  Indenture shall be and be deemed to be modified and\namended in  accordance  therewith  and the  respective  rights,  limitations  of\nrights, obligations,  duties and immunities under this Subordinated Indenture of\nthe  Trustee,  the Company and the Holders of  Subordinated  Securities  of each\nseries affected thereby shall  thereafter be determined,  exercised and enforced\nhereunder subject in all respects to such modifications and amendments,  and all\nthe terms and  conditions  of any such  supplemental  indenture  shall be and be\ndeemed to be part of the terms and conditions of this Subordinated Indenture for\nany and all purposes.\n\nSECTION 8.4 Documents to be Given to Trustee.\n\n     The Trustee, subject to the provisions of Sections 6.1 and 6.2, may receive\nan Officer's  Certificate and an Opinion of Counsel as conclusive  evidence that\nany supplemental indenture executed pursuant to this Article 8 complies with the\napplicable provisions of this Subordinated Indenture.\n\nSECTION  8.5  Notation on  Subordinated  Securities  in Respect of  Supplemental\n              Subordinated Indentures.\n\n     Subordinated Securities of any series authenticated and delivered after the\nexecution  of any  supplemental  indenture  pursuant to the  provisions  of this\nArticle may bear a notation  in form  approved by the Trustee for such series as\nto any matter  provided for by such  supplemental  indenture or as to any action\ntaken by Securityholders. If the Company or the Trustee shall so\n\n\n\n\n\n\ndetermine,  new Subordinated Securities of any series so modified as to conform,\nin the opinion of the Trustee and the Board of Directors, to any modification of\nthis Subordinated  Indenture contained in any such supplemental indenture may be\nprepared by the Company,  authenticated by the Trustee and delivered in exchange\nfor the Subordinated Securities of such series then Outstanding.\n\n                                    ARTICLE 9\n\n                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE\n\nSECTION 9.1 Company May Consolidate, Etc., Only on Certain Terms.\n\nThe  Company  shall not  consolidate  with or merge  into any other  Person,  or\nconvey, transfer or lease its properties and assets substantially as an entirety\nto any other  Person,  and the  Company  shall not  permit  any other  Person to\nconsolidate  with or merge into the  Company or  convey,  transfer  or lease its\nproperties and assets substantially as an entirety to the Company, unless:\n\n     (a) in case the Company shall consolidate with or merge into another Person\nor convey,  transfer  or lease its  properties  and assets  substantially  as an\nentirety to any Person,  the Person formed by such  consolidation  or into which\nthe Company is merged or the Person which acquires by conveyance or transfer, or\nwhich  leases,  the  properties  and assets of the Company  substantially  as an\nentirety  shall be a corporation,  partnership or trust,  shall be organized and\nvalidly  existing  under the laws of the  United  States of  America,  any State\nthereof or the District of Columbia and shall expressly  assume, by an indenture\nsupplemental hereto, executed and delivered to the Trustee, in form satisfactory\nto the Trustee, the due and punctual payment of the principal of and any premium\nand  interest  on  all  the  Subordinated  Securities  and  the  performance  or\nobservance of every covenant of this  Subordinated  Indenture on the part of the\nCompany to be performed or observed and any conversion  rights shall be provided\nfor in  accordance  with the terms that may be  established  pursuant to Section\n2.3, if  applicable,  or as  otherwise  specified  pursuant  to Section  2.3, by\nsupplemental  indenture  satisfactory  in  form  to the  Trustee,  executed  and\ndelivered  to the Trustee,  by the Person (if other than the Company)  formed by\nsuch  consolidation  or into which the Company  shall have been merged or by the\nPerson which shall have acquired the Company's assets;\n\n     (b)  immediately  after  giving  effect  to  such  consolidation,   merger,\nconveyance,  transfer or lease, no Event of Default,  and no event which,  after\nnotice or lapse of time or both,  would  become an Event of Default,  shall have\nhappened and be continuing;\n\n     (c) such  consolidation,  merger,  conveyance,  transfer  or lease does not\nadversely affect the validity or enforceability of the Subordinated  Securities;\nand\n\n     (d)  the  Company  shall  have   delivered  to  the  Trustee  an  Officers'\nCertificate  and an Opinion of Counsel,  each stating  that such  consolidation,\nmerger,  conveyance,  transfer  or lease and,  if a  supplemental  indenture  is\nrequired in connection with such transaction, such\n\n\n\n\n\n\nsupplemental indenture (if any), comply with this Subordinated Indenture and the\nSubordinated  Securities and that all conditions  precedent  herein provided for\nrelating to such transaction have been satisfied.\n\nSECTION 9.2 Successor Corporation Substituted.\n\n     The successor  corporation  formed by such  consolidation or into which the\nCompany is merged or to which such  conveyance,  transfer or lease is made shall\nsucceed to and be  substituted  for, and may exercise  every right and power of,\nthe Company under this  Subordinated  Indenture  with the same effect as if such\nsuccessor  corporation  had been named as the  Company  herein,  and  thereafter\n(except in the case of a lease to another  Person) the  predecessor  corporation\nshall be  relieved  of all  obligations  and  covenants  under the  Subordinated\nIndenture and the  Subordinated  Securities and, in the event of such conveyance\nor transfer, any such predecessor corporation may be dissolved and liquidated.\n\n                                   ARTICLE 10\n\n                           SATISFACTION AND DISCHARGE\n\nSECTION 10.1 Satisfaction and Discharge of Subordinated Indenture.\n\n     (A) If at any time (i) the Company shall have paid or caused to be paid the\nprincipal  of and  interest  on all the  Subordinated  Securities  of any series\nOutstanding hereunder and all unmatured Coupons appertaining thereto (other than\nSubordinated  Securities of such series and Coupons  appertaining  thereto which\nhave been  destroyed,  lost or stolen  and which have been  replaced  or paid as\nprovided in Section 2.9) as and when the same shall have become due and payable,\nor (ii) the Company  shall have  delivered to the Trustee for  cancellation  all\nSubordinated  Securities  of  any  series  theretofore   authenticated  and  all\nunmatured Coupons appertaining  thereto (other than any Subordinated  Securities\nof such series and Coupons appertaining thereto which shall have been destroyed,\nlost or stolen and which shall have been replaced or paid as provided in Section\n2.9) or (iii) in the case of any  series of  Subordinated  Securities  where the\nexact  amount  (including  the currency of payment) of principal of and interest\ndue on which can be determined at the time of making the deposit  referred to in\nclause (b) below,  (a) all the  Subordinated  Securities  of such series and all\nunmatured Coupons appertaining thereto not theretofore  delivered to the Trustee\nfor  cancellation  shall have become due and  payable,  or are by their terms to\nbecome due and payable within one year or are to be called for redemption within\none year under arrangements satisfactory to the Trustee for the giving of notice\nof redemption, and (b) the Company shall have irrevocably deposited or caused to\nbe deposited  with the Trustee as trust funds in trust the entire  amount in (i)\ncash (other than moneys repaid by the Trustee or any Paying Agent to the Company\nin accordance with Section 10.4), (ii) in the case of any series of Subordinated\nSecurities the payments on which may only be made in Dollars, direct obligations\nof the United  States of  America,  backed by its full  faith and credit  (\"U.S.\nGovernment  Obligations\"),  maturing as to principal  and interest at such times\nand in such amounts as will insure the availability of cash sufficient to pay at\nsuch  Maturity  or  upon  such  redemption,  as the  case  may  be,  or  (iii) a\ncombination thereof, sufficient, in the opinion of a\n\n\n\n\n\n\nnationally  recognized  firm of independent  public  accountants  expressed in a\nwritten certification thereof delivered to the Trustee, to pay (a) the principal\nand  interest  on  all  Subordinated  Securities  of  such  series  and  Coupons\nappertaining  thereto on each date that such  principal  or  interest is due and\npayable and (b) any  mandatory  sinking fund payments on the dates on which such\npayments are due and payable in  accordance  with the terms of the  Subordinated\nIndenture and the Subordinated  Securities of such series; (x) the principal and\ninterest on all Subordinated  Securities of such series and Coupons appertaining\nthereto on each date that such  principal or interest is due and payable and (y)\nany mandatory  sinking fund payments on the dates on which such payments are due\nand payable in accordance with the terms of the  Subordinated  Indenture and the\nSubordinated  Securities of such series;  and if, in any such case,  the Company\nshall  also pay or cause to be paid all  other  sums  payable  hereunder  by the\nCompany,  then this  Subordinated  Indenture shall cease to be of further effect\n(except  as  to  (i)  rights  of   registration  of  transfer  and  exchange  of\nSubordinated  Securities of such Series and of Coupons  appertaining thereto and\nthe  Company's  right of  optional  redemption,  if any,  (ii)  substitution  of\nmutilated,  defaced,  destroyed,  lost  or  stolen  Subordinated  Securities  or\nCoupons,  (iii)  rights  of  holders  of  Subordinated  Securities  and  Coupons\nappertaining  thereto to receive  payments of  principal  thereof  and  interest\nthereon,   upon  the  original   stated  due  dates   therefor   (but  not  upon\nacceleration),  and remaining rights of the Holders to receive mandatory sinking\nfund  payments,  if any, (iv) any optional  redemption  rights of such series of\nSubordinated  Securities  to the  extent to be  exercised  to make such call for\nredemption within one year, (v) the rights,  obligations,  duties and immunities\nof the Trustee hereunder,  including those under Section 6.6, (vi) the rights of\nthe Holders of  securities  of such series and Coupons  appertaining  thereto as\nbeneficiaries  hereof with respect to the property so deposited with the Trustee\npayable to all or any of them,  and (vii) the  obligations  of the Company under\nSection  3.2 and  the  Trustee,  on  demand  of the  Company  accompanied  by an\nOfficer's  Certificate  and an Opinion of Counsel and at the cost and expense of\nthe Company, shall execute proper instruments acknowledging such satisfaction of\nand  discharging  this  Subordinated  Indenture;  provided,  that the  rights of\nHolders of the Subordinated Securities and Coupons to receive amounts in respect\nof principal of and interest on the Subordinated  Securities and Coupons held by\nthem shall not be delayed  longer  than  required by then  applicable  mandatory\nrules or  policies  of any  securities  exchange  upon  which  the  Subordinated\nSecurities are listed. The Company agrees to reimburse the Trustee for any costs\nor expenses  thereafter  reasonably and properly  incurred and to compensate the\nTrustee for any services  thereafter  reasonably  and  properly  rendered by the\nTrustee in  connection  with this  Subordinated  Indenture  or the  Subordinated\nSecurities of such series.\n\n     (B) The following provisions shall apply to the Subordinated  Securities of\neach  series  unless  specifically  otherwise  provided  in a Board  Resolution,\nOfficer's  Certificate or indenture  supplemental  hereto  provided  pursuant to\nSection 2.3. In addition to discharge of the Subordinated  Indenture pursuant to\nthe  next  preceding  paragraph,  in the  case  of any  series  of  Subordinated\nSecurities the exact amounts (including the currency of payment) of principal of\nand  interest due on which can be  determined  at the time of making the deposit\nreferred to in clause (a) below,  the  Company  shall be deemed to have paid and\ndischarged the entire indebtedness on all the Subordinated  Securities of such a\nseries and the Coupons  appertaining thereto on the date of the deposit referred\nto in subparagraph (a) below, and the provisions of this Subordinated  Indenture\nwith  respect  to  the  Subordinated  Securities  of  such  series  and  Coupons\nappertaining  thereto  shall no longer be in effect  (except as to (i) rights of\nregistration\n\n\n\n\n\n\nof  transfer  and  exchange  of  Subordinated  Securities  of such series and of\nCoupons appertaining thereto and the Company's right of optional redemption,  if\nany,  (ii)  substitution  of  mutilated,  defaced,  destroyed,  lost  or  stolen\nSubordinated  Securities  or Coupons,  (iii)  rights of Holders of  Subordinated\nSecurities  and Coupons  appertaining  thereto to receive  payments of principal\nthereof and interest  thereon,  upon the original stated due dates therefor (but\nnot upon acceleration), and remaining rights of the Holders to receive mandatory\nsinking  fund  payments,  if any,  (iv) any optional  redemption  rights of such\nseries of  Subordinated  Securities  to the extent to be  exercised to make such\ncall for  redemption  within one year, (v) the rights,  obligations,  duties and\nimmunities  of  the  Trustee  hereunder,  (vi)  the  rights  of the  Holders  of\nSubordinated  Securities  of such  series and  Coupons  appertaining  thereto as\nbeneficiaries  hereof with respect to the property so deposited with the Trustee\npayable to all or any of them and (vii) the  obligations  of the  Company  under\nSection  3.2 and the  Trustee,  at the  expense  of the  Company,  shall  at the\nCompany's request, execute proper instruments acknowledging the same, if\n\n     (a) with reference to this provision the Company has irrevocably  deposited\nor caused to be irrevocably  deposited with the Trustee as trust funds in trust,\nspecifically  pledged as security for, and  dedicated  solely to, the benefit of\nthe  Holders  of  the  Subordinated   Securities  of  such  series  and  Coupons\nappertaining thereto (i) cash in an amount, or (ii) in the case of any series of\nSubordinated  Securities the payments on which may only be made in Dollars, U.S.\nGovernment Obligations,  maturing as to principal and interest at such times and\nin such amounts as will insure the  availability  of cash or (iii) a combination\nthereof,  sufficient,  in  the  opinion  of  a  nationally  recognized  firm  of\nindependent  public  accountants  expressed in a written  certification  thereof\ndelivered  to  the  Trustee,  to pay  (a)  the  principal  and  interest  on all\nSubordinated  Securities of such series and Coupons appertaining thereto on each\ndate that such  principal  or interest is due and payable and (b) any  mandatory\nsinking fund payments on the dates on which such payments are due and payable in\naccordance  with the terms of the  Subordinated  Indenture and the  Subordinated\nSecurities of such series;\n\n     (b) such deposit will not result in a breach or violation of, or constitute\na default under,  any agreement or instrument to which the Company is a party or\nby which it is bound;\n\n     (c) the Company has delivered to the Trustee an Opinion of Counsel based on\nthe fact that (x) the Company has received from, or there has been published by,\nthe IRS a ruling or (y) since  the date  hereof,  there has been a change in the\napplicable  Federal  income tax law, in either case to the effect that, and such\nopinion shall confirm that, the Holders of the  Subordinated  Securities of such\nseries and Coupons  appertaining thereto will not recognize income, gain or loss\nfor United  States  Federal  income tax  purposes  as a result of such  deposit,\ndefeasance and discharge and will be subject to United States Federal income tax\non the same amount and in the same  manner and at the same times,  as would have\nbeen the case if such deposit, defeasance and discharge had not occurred; and\n\n     (d) the Company has delivered to the Trustee an Officer's  Certificate  and\nan Opinion of Counsel,  each stating that all conditions  precedent provided for\nrelating to the  defeasance  contemplated  by this  provision have been complied\nwith.\n\n\n\n\n\n\n     (C) The Company shall be released from its  obligations  under Sections 3.6\nand 9.1 and unless  otherwise  provided for in the Board  Resolution,  Officer's\nCertificate or Subordinated  Indenture  supplemental  hereto  establishing  such\nseries of  Subordinated  Securities,  from all covenants  and other  obligations\nreferred  to in  Section  2.3(18)  or 2.3(20)  with  respect  to such  series of\nSubordinated  Securities,  and any Coupons appertaining thereto,  outstanding on\nand after the date the  conditions  set forth below are satisfied  (hereinafter,\n\"covenant  defeasance\").  For this purpose, such covenant defeasance means that,\nwith  respect to the  Outstanding  Subordinated  Securities  of any series,  the\nCompany  may omit to comply with and shall have no  liability  in respect of any\nterm,  condition or limitation  set forth in such Section,  whether  directly or\nindirectly  by reason of any  reference  elsewhere  herein to such Section or by\nreason of any reference in such Section to any other provision  herein or in any\nother  document  and such  omission to comply shall not  constitute  an Event of\nDefault under Section 5.1, but the remainder of this Subordinated  Indenture and\nsuch  Subordinated  Securities  and Coupons  shall be  unaffected  thereby.  The\nfollowing  shall be the conditions to  application of this  subsection C of this\nSection 10.1:\n\n     (a) The Company has  irrevocably  deposited or caused to be deposited  with\nthe  Trustee as trust  funds in trust for the  purpose  of making the  following\npayments,  specifically  pledged as security for, and  dedicated  solely to, the\nbenefit of the holders of the Subordinated Securities of such series and coupons\nappertaining  thereto,  (i) cash in an amount, or (ii) in the case of any series\nof  Subordinated  Securities  the payments on which may only be made in Dollars,\nU.S. Government  Obligations maturing as to principal and interest at such times\nand in such  amounts  as  will  insure  the  availability  of  cash  or  (iii) a\ncombination thereof,  sufficient, in the opinion of a nationally recognized firm\nof independent public accountants  expressed in a written  certification thereof\ndelivered  to  the  Trustee,  to pay  (a)  the  principal  and  interest  on all\nSubordinated  Securities of such series and Coupons appertaining thereof and (b)\nany  mandatory  sinking fund  payments on the day on which such payments are due\nand payable in accordance with the terms of the  Subordinated  Indenture and the\nSubordinated Securities of such series;\n\n     (b) No Event of Default or event which with notice or lapse of time or both\nwould  become an Event of Default with  respect to the  Subordinated  Securities\nshall have occurred and be continuing on the date of such deposit;\n\n     (c)  Such  covenant  defeasance  shall  not  cause  the  Trustee  to have a\nconflicting  interest  as defined in Section  6.9 and for  purposes of the Trust\nIndenture Act with respect to any securities of the Company;\n\n     (d) Such covenant  defeasance shall not result in a breach or violation of,\nor  constitute  a  default  under,  this  Subordinated  Indenture  or any  other\nagreement or instrument to which the Company is a party or by which it is bound;\n\n     (e) Such covenant  defeasance shall not cause any  Subordinated  Securities\nthen listed on any registered  national  securities  exchange under the Exchange\nAct to be delisted;\n\n\n\n\n\n\n     (f)  The  Company  shall  have   delivered  to  the  Trustee  an  Officer's\nCertificate  and  Opinion  of  Counsel  to the  effect  that the  Holders of the\nSubordinated Securities of such series and Coupons appertaining thereto will not\nrecognize income,  gain or loss for United States Federal income tax purposes as\na result of such  covenant  defeasance  and will be  subject  to  United  States\nFederal income tax on the same amounts, in the same manner and at the same times\nas would have been the case if such covenant defeasance had not occurred; and\n\n     (g)  The  Company  shall  have   delivered  to  the  Trustee  an  Officer's\nCertificate  and an  Opinion  of  Counsel,  each  stating  that  all  conditions\nprecedent provided for relating to the covenant defeasance  contemplated by this\nprovision have been complied with.\n\nSECTION  10.2   Application  by  Trustee  of  Funds  Deposited  for  Payment  of\n                Subordinated Securities. \n\n     Subject to Section 10.4,  all moneys  deposited with the Trustee (for other\ntrustee)  pursuant  to Section  10.1 shall be held in trust and applied by it to\nthe payment,  either directly or through any Paying Agent (including the Company\nacting as its own Paying Agent),  to the Holders of the particular  Subordinated\nSecurities of such series and of Coupons appertaining thereto for the payment or\nredemption  of which such moneys have been  deposited  with the Trustee,  of all\nsums due and to become due thereon for principal  and  interest;  but such money\nneed not be segregated from other funds except to the extent required by law.\n\nSECTION 10.3 Repayment of Moneys Held by Paying Agent.\n\n     In connection  with the  satisfaction  and  discharge of this  Subordinated\nIndenture with respect to Subordinated Securities of any series, all moneys then\nheld by any Paying Agent under the  provisions  of this  Subordinated  Indenture\nwith respect to such series of Subordinated Securities shall, upon demand of the\nCompany,  be repaid to it or paid to the Trustee and thereupon such Paying Agent\nshall be released from all further liability with respect to such moneys.\n\nSECTION 10.4 Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two\n             Years.\n\n     Any moneys  deposited  with or paid to the Trustee or any Paying  Agent for\nthe payment of the principal of and any premium and interest on any Subordinated\nSecurity  and any  series of Coupons  attached  thereto  and not so applied  but\nremaining  unclaimed under applicable law shall be transferred by the Trustee to\nthe appropriate  Persons in accordance  with applicable  laws, and the Holder of\nsuch  Subordinated  Security  of such  series  and of any  Coupons  appertaining\nthereto  shall  thereafter  look only to such Persons for any payment which such\nHolder may be  entitled  to collect  and all  liability  of the Trustee and such\nPaying Agent with respect to such moneys shall thereupon cease.\n\n\n\n\n\n\nSECTION 10.5 Indemnity for U.S. Government of Obligations.\n\n     The Company  shall pay and  indemnify  the Trustee  against any tax, fee or\nother  charge  imposed on or assessed  against the U.S.  Government  Obligations\ndeposited  pursuant to Section  10.1 or the  principal  or interest  received in\nrespect of such obligations.\n\n                                   ARTICLE 11\n\n                            MISCELLANEOUS PROVISIONS\n\nSECTION 11.1  Incorporators,  Stockholders,  Officers  and  Directors of Company\n              Exempt  from Individual Liability.\n\n     No recourse under or upon any obligation,  covenant or agreement  contained\nin this Subordinated  Indenture,  or in any Subordinated Security, or because of\nany indebtedness  evidenced thereby,  shall be had against any incorporator,  as\nsuch or against any past, present or future stockholder, officer or director, as\nsuch, of the Company or of any successor, either directly or through the Company\nor any successor,  under any rule of law, statute or constitutional provision or\nby the enforcement of any assessment or by any legal or equitable  proceeding or\notherwise,  all such  liability  being  expressly  waived  and  released  by the\nacceptance of the Subordinated  Securities and the Coupons, if any, appertaining\nthereto by the Holders thereof and as part of the consideration for the issue of\nthe Subordinated Securities and the Coupons appertaining thereto.\n\nSECTION  11.2  Provisions  of  Subordinated  Indenture  for the Sole  Benefit of\n               Parties and Holders of Subordinated Securities and Coupons.\n \n     Nothing in this Subordinated  Indenture,  in the Subordinated Securities or\nin the Coupons  appertaining  thereto,  expressed  or implied,  shall give or be\nconstrued  to give to any person,  firm or  corporation,  other than the parties\nthereto and their successors and the Holders of the  Subordinated  Securities or\nCoupons,  if any,  any legal or  equitable  right,  remedy or claim  under  this\nSubordinated Indenture or under any covenant or provision herein contained,  all\nsuch covenants and  provisions  being for the sole benefit of the parties hereto\nand their  successors  and of the  Holders  of the  Subordinated  Securities  or\nCoupons, if any.\n\nSECTION 11.3 Successors and Assigns of Company Bound by Subordinated Indenture.\n\n     All  the   covenants,   stipulations,   promises  and  agreements  in  this\nSubordinated  Indenture  contained by or in behalf of the Company shall bind its\nsuccessors and assigns, whether so expressed or not.\n\n\n\n\n\n\nSECTION 11.4 Notices and Demands on Company, Trustee and Holders of Subordinated\n             Securities and Coupons.\n\n     Any notice or demand which by any provision of this Subordinated  Indenture\nis required or  permitted to be given or served by the Trustee or by the Holders\nof Subordinated Securities or Coupons, if any, to or on the Company may be given\nor served by being  deposited  postage  prepaid,  first-class  mail  (except  as\notherwise  specifically provided herein) addressed (until another address of the\nCompany is filed by the Company  with the Trustee) to  HEALTHSOUTH  Corporation,\nOne HealthSouth Parkway,  Birmingham,  Alabama 35243, Attention:  Secretary. Any\nnotice,  direction,   request  or  demand  by  the  Company  or  any  Holder  of\nSubordinated  Securities  or Coupons,  if any,  to or upon the Trustee  shall be\ndeemed to have been  sufficiently  given or  served by being  deposited  postage\nprepaid,  first-class  mail (except as otherwise  specifically  provided herein)\naddressed (until another address of the Trustee is filed by the Trustee with the\nCompany) to One Liberty Plaza, 23rd Floor, New York, New York 10006,  Attention:\nMr. George E. Timmes.\n\n     Where  this  Subordinated  Indenture  provides  for  notice to  Holders  of\nRegistered  Subordinated  Securities,  such notice shall be  sufficiently  given\n(unless  otherwise  herein  expressly   provided)  if  in  writing  and  mailed,\nfirst-class mail, postage prepaid,  to each Holder entitled thereto, at his last\naddress as it appears in the Security Register. In any case where notice to such\nHolders  is given by mail,  neither  the  failure to mail such  notice,  nor any\ndefect in any  notice so  mailed,  to any  particular  Holder  shall  affect the\nsufficiency  of  such  notice  with  respect  to  other   Holders.   Where  this\nSubordinated  Indenture  provides  for notice in any manner,  such notice may be\nwaived in writing by the person  entitled to receive such notice,  either before\nor after the event,  and such waiver  shall be the  equivalent  of such  notice.\nWaivers of notice by Holders  shall be filed with the  Trustee,  but such filing\nshall not be a  condition  precedent  to the  validity  of any  action  taken in\nreliance upon such waiver.\n\n     In case, by reason of the suspension of or  irregularities  in regular mail\nservice,  it shall be  impracticable  to mail  notice to the  Company  when such\nnotice is required to the given  pursuant to any provision of this  Subordinated\nIndenture,  then any  manner  of  giving  such  notice  as  shall be  reasonably\nsatisfactory  to the Trustee  shall be deemed to be a sufficient  giving of such\nnotice.\n\nSECTION 11.5 Officer's  Certificates  and Opinions of Counsel;  Statements to be\n             Contained Therein.\n\n     Upon any  application  or demand by the  Company to the Trustee to take any\naction under any of the provisions of this Subordinated  Indenture,  the Company\nshall  furnish  to  the  Trustee  an  Officer's  Certificate  stating  that  all\nconditions precedent provided for in this Subordinated Indenture relating to the\nproposed  action have been complied with and an Opinion of Counsel  stating that\nin the opinion of such counsel all such conditions  precedent have been complied\nwith,  except that in the case of any such application or demand as to which the\nfurnishing of such documents is  specifically  required by any provision of this\nSubordinated  Indenture  relating to such particular  application or demand,  no\nadditional certificate or opinion need be furnished.\n\n\n\n\n\n\n\n     Each certificate or opinion provided for in this Subordinated Indenture and\ndelivered to the Trustee with respect to compliance with a condition or covenant\nprovided for in this  Subordinated  Indenture shall include (a) a statement that\nthe  person  making  such  certificate  or  opinion  has read such  covenant  or\ncondition,  (b) a brief  statement as to the nature and scope of the examination\nor  investigation  upon  which the  statements  or  opinions  contained  in such\ncertificate or opinion are based,  (c) a statement  that, in the opinion of such\nperson,  he has made such examination or investigation as is necessary to enable\nhim to  express an  informed  opinion  as to  whether  or not such  covenant  or\ncondition  has been  complied  with and (d) a statement as to whether or not, in\nthe opinion of such person, such condition or covenant has been complied with.\n\n     Any  certificate,  statement or opinion of an officer of the Company may be\nbased, insofar as it relates to legal matters,  upon a certificate or opinion of\nor representations by counsel, unless such officer knows that the certificate or\nopinion  or  representations   with  respect  to  the  matters  upon  which  his\ncertificate, statement or opinion may be based as aforesaid are erroneous, or in\nthe exercise of  reasonable  care should know that the same are  erroneous.  Any\ncertificate, statement or opinion of counsel may be based, insofar as it relates\nto factual matters or information  with respect to which is in the possession of\nthe Company, upon the certificate, statement or opinion of or representations by\nan officer of  officers  of the  Company,  unless  such  counsel  knows that the\ncertificate, statement or opinion or representations with respect to the matters\nupon which his  certificate,  statement or opinion may be based as aforesaid are\nerroneous,  or in the exercise of reasonable  care should know that the same are\nerroneous.\n\n     Any  certificate,  statement  or opinion of an officer of the Company or of\ncounsel  may be based,  insofar  as it  relates to  accounting  matters,  upon a\ncertificate  or  opinion  of or  representations  by an  accountant  or  firm of\naccountants in the employ of the Company, unless such officer or counsel, as the\ncase may be, knows that the  certificate or opinion of or  representations  with\nrespect to the  accounting  matters  upon which his  certificate,  statement  or\nopinion  may  be  based  as  aforesaid  are  erroneous,  or in the  exercise  of\nreasonable care should know that the same are erroneous.\n\n     Any  certificate or opinion of any independent  firm of public  accountants\nfiled with and directed to the Trustee shall contain a statement  that such firm\nis independent.\n\nSECTION 11.6 Payments Due on Saturdays, Sundays and Holidays.\n\n     If the date of Maturity of interest  on or  principal  of the  Subordinated\nSecurities of any series or any Coupons  appertaining  thereto or the date fixed\nfor  redemption or repayment of any such  Subordinated  Security or Coupon shall\nnot be a Business Day, then payment of interest or principal need not be made on\nsuch date,  but may be made on the next  succeeding  Business  Day with the same\nforce  and  effect  as if made on the date of  Maturity  or the date  fixed  for\nredemption, and no interest shall accrue for the period after such date.\n\n\n\n\n\n\nSECTION 11.7  Conflict of Any  Provision of  Subordinated  Indenture  with Trust\n              Indenture Act. \n\n     If and to the extent  that any  provision  of this  Subordinated  Indenture\nlimits, qualifies or conflicts with duties imposed by, or with another provision\n(an  \"incorporated  provision\")  included  in  this  Subordinated  Indenture  by\noperation of Sections 310 to 318,  inclusive,  of the Trust  Indenture Act, such\nimposed duties or incorporated provision shall control.\n\nSECTION 11.8 New York Law to Govern.\n\n     THIS SUBORDINATED INDENTURE AND EACH SUBORDINATED SECURITY AND COUPON SHALL\nBE DEEMED TO BE A CONTRACT  UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL\nPURPOSES SHALL BE CONSTRUED IN ACCORDANCE  WITH THE LAWS OF SUCH STATE,  WITHOUT\nREGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.\n\nSECTION 11.9 Counterparts.\n\n     This Subordinated  Indenture may be executed in any number of counterparts,\neach of  which  shall  be an  original;  but such  counterparts  shall  together\nconstitute but one and the same instrument.\n\nSECTION 11.10 Effect of Headings.\n\n     The Article and Section  headings  herein and the Table of Contents are for\nconvenience only and shall not affect the construction hereof.\n\nSECTION 11.11 Subordinated Securities in a Foreign Currency or in ECU.\n\n     Unless otherwise specified in an Officer's  Certificate  delivered pursuant\nto Section  2.3 of this  Subordinated  Indenture  with  respect to a  particular\nseries of Subordinated  Securities,  whenever for purposes of this  Subordinated\nIndenture  any action may be taken by the Holders of a specified  percentage  in\naggregate  principal  amount of  Subordinated  Securities  of all  series or all\nseries  affected by a  particular  action at the time  Outstanding  and, at such\ntime,  there are  Outstanding  Subordinated  Securities  of any series which are\ndenominated in a coin or currency other than Dollars  (including ECUs), then the\nprincipal amount of Subordinated Securities of such series which shall be deemed\nto be Outstanding  for the purpose of taking such action shall be that amount of\nDollars that could be obtained for such amount at the Market  Exchange Rate. For\npurposes of this Section 11.11,  Market Exchange Rate shall mean the noon Dollar\nbuying  rate in The New York  City  for  cable  transfers  of that  currency  as\npublished  by the Federal  Reserve  Bank of New York;  provided,  in the case of\nECUs,  Market  Exchange  Rate shall mean the rate of exchange  determined by the\nCommission of the European  Communities (or any successor  thereto) as published\nin the Official  Journal of the European  Communities  (such  publication or any\nsuccessor  publication,  the  \"Journal\").  If such Market  Exchange  Rate is not\navailable for any reason with respect to such  currency,  the Trustee shall use,\nin its sole discretion and without  liability on its part, such quotation of the\nFederal Reserve Bank of New\n\n\n\n\n\n\nYork or, in the case of ECUs,  the rate of exchange as published in the Journal,\nas of the most recent  available  date, or  quotations  or, in the case of ECUs,\nrates of exchange from one or more major banks in The City of New York or in the\ncountry of issue of the  currency  in  question,  which for  purposes of the ECU\nshall be Brussels,  Belgium,  or such other  quotations  or, in the case of ECU,\nrates of exchange as the Trustee shall deem appropriate.  The provisions of this\nparagraph shall apply in determining the equivalent  principal amount in respect\nof  Subordinated  Securities of a series  denominated  in a currency  other than\nDollars  in  connection  with  any  action  taken  by  Holders  of  Subordinated\nSecurities pursuant to the terms of this Subordinated Indenture.\n\n     All  decisions  and  determinations  of the  Trustee  regarding  the Market\nExchange  Rate or any  alternative  determination  provided for in the preceding\nparagraph  shall be in its sole discretion and shall, in the absence of manifest\nerror,  be  conclusive  to the  extent  permitted  by law for all  purposes  and\nirrevocably binding upon the Company and all Holders.\n\nSECTION 11.12 Judgment Currency.\n\n     The Company  agrees,  to the fullest  extent that it may  effectively do so\nunder  applicable law, that (a) if for the purpose of obtaining  judgment in any\ncourt it is necessary  to convert the sum due in respect of the  principal of or\ninterest on the Subordinated  Securities of any series (the \"Required Currency\")\ninto a currency in which a judgment will be rendered (the \"Judgment  Currency\"),\nthe rate of exchange used shall be the rate at which in  accordance  with normal\nbanking  procedures  the  Trustee  could  purchase  in The  City of New York the\nRequired  Currency  with  the  Judgment  Currency  on  the  day on  which  final\nunappealable judgment is entered, unless such day is not a New York Banking Day,\nthen, to the extent permitted by applicable law, the rate of exchange used shall\nbe the rate at which in accordance  with normal  banking  procedures the Trustee\ncould  purchase in The City of New York the Required  Currency with the Judgment\nCurrency  on  the  New  York  Banking  Day  preceding  the  day on  which  final\nunappealable judgment is entered and (b) its obligations under this Subordinated\nIndenture to make payments in the Required  Currency (i) shall not be discharged\nor satisfied by any tender, or any recovery pursuant to any judgment (whether or\nnot entered in accordance with  subsection  (a)), in any currency other than the\nRequired  Currency,  except to the extent  that such  tender or  recovery  shall\nresult in the actual  receipt,  by the payee, of the full amount of the Required\nCurrency  expressed  to be payable in  respect of such  payments,  (ii) shall be\nenforceable as an  alternative or additional  cause of action for the purpose of\nrecovering  in the Required  Currency  the amount,  if any, by which such actual\nreceipt  shall  fall  short of the  full  amount  of the  Required  Currency  so\nexpressed  to be payable  and (iii)  shall not be  affected  by  judgment  being\nobtained for any other sum due under this Subordinated  Indenture.  For purposes\nof the foregoing, \"New York Banking Day\" means any day except a Saturday, Sunday\nor a  legal  holiday  in  The  City  of  New  York  or a day  on  which  banking\ninstitutions  in The City of New  York  are  authorized  or  required  by law or\nexecutive order to close.\n\n\n\n\n\n\n                                   ARTICLE 12\n\n             REDEMPTION OF SUBORDINATED SECURITIES AND SINKING FUNDS\n\nSECTION 12.1 Applicability of Article.\n\n     The  provisions of this Article  shall be  applicable  to the  Subordinated\nSecurities of any series which are  redeemable  before their  Maturity or to any\nsinking fund for the retirement of Subordinated Securities of a series except as\notherwise  specified as contemplated by Section 2.3 for Subordinated  Securities\nof such series.\n\nSECTION 12.2 Notice of Redemption; Partial Redemptions.\n\n     Notice of redemption to the Holders of Registered  Subordinated  Securities\nof any series to be  redeemed as a whole or in part at the option of the Company\nshall be given by mailing notice of such redemption by first class mail, postage\nprepaid,  at least 30 days and not more than 60 days prior to the date fixed for\nredemption  to such Holders of  Subordinated  Securities of such series at their\nlast  addresses  as they  shall  appear  upon  the  registry  books.  Notice  of\nredemption to the Holders of Unregistered Subordinated Securities to be redeemed\nas a whole or in part, who have filed their names and addresses with the Trustee\npursuant  to  Section  313(c)(2)  of the Trust  Indenture  Act shall be given by\nmailing notice of such  redemption,  by first class mail,  postage  prepaid,  at\nleast 30 days and not more than 60 prior to the date  fixed for  redemption,  to\nsuch Holders at such  addresses as were so furnished to the Trustee (and, in the\ncase of any such  notice  given by the  Company,  the  Trustee  shall  make such\ninformation available to the Company for such purpose).  Notice of redemption to\nall other Holders of Unregistered  Subordinated Securities shall be published in\nan Authorized Newspaper in the Borough of Manhattan, The City of New York and in\nan  Authorized  Newspaper  in London  (and,  if required  by Section  3.9, in an\nAuthorized  Newspaper  in  Luxembourg),  in each  case,  once  in each of  three\nsuccessive calendar weeks, the first publication to be not less than 30 nor more\nthan 60 days prior to the date fixed for redemption.  Any notice which is mailed\nin the manner herein provided shall be  conclusively  presumed to have been duly\ngiven, whether or not the Holder receives the notice.  Failure to give notice by\nmail, or any defect in the notice to the Holder of any Subordinated  Security of\na series  designated  for  redemption as a whole or in part shall not affect the\nvalidity of the proceedings for the redemption of such Subordinated  Security of\nsuch series.\n\n     The notice of  redemption  to each such Holder shall  specify the principal\namount of each  Subordinated  Security  of such series held by such Holder to be\nredeemed,  the date fixed for  redemption,  the redemption  price,  the place or\nplaces of payment,  that payment will be made upon presentation and surrender of\nsuch  Subordinated  Securities and, in the case of Subordinated  Securities with\nCoupons attached thereto, of all Coupons appertaining thereto maturing after the\ndate fixed for redemption,  that such redemption is pursuant to the mandatory or\noptional  sinking fund, or both, if such be the case,  that interest  accrued to\nthe date fixed for redemption  will be paid as specified in such notice and that\non and  after  said date  interest  thereon  or on the  portions  thereof  to be\nredeemed will cease to accrue. In case any Subordinated  Security of a series is\nto be redeemed in part only the notice of redemption  shall state the portion of\nthe principal\n\n\n\n\n\n\namount  thereof to be redeemed  and shall state that on and after the date fixed\nfor redemption, upon surrender of such Subordinated Security, a new Subordinated\nSecurity or Subordinated  Securities of such series in principal amount equal to\nthe unredeemed portion thereof will be issued.\n\n     The notice of  redemption  of  Subordinated  Securities of any series to be\nredeemed at the option of the  Company  shall be given by the Company or, at the\nCompany's request, by the Trustee in the name and at the expense of the Company.\n\n     On or before the  redemption  date  specified  in the notice of  redemption\ngiven as provided in this Section,  the Company will deposit with the Trustee or\nwith one or more  Paying  Agents (or, if the Company is acting as its own Paying\nAgent,  set aside,  segregate and holder in trust as provided in Section 3.4) an\namount of money sufficient to redeem on the redemption date all the Subordinated\nSecurities of such series so called for redemption at the appropriate redemption\nprice,  together  with accrued  interest to the date fixed for  redemption.  The\nCompany will deliver to the Trustee at least 70 days prior to the date fixed for\nredemption,  or such shorter  period as shall be acceptable  to the Trustee,  an\nOfficer's  Certificate  stating the aggregate  principal  amount of Subordinated\nSecurities  to be  redeemed.  In case of a  redemption  at the  election  of the\nCompany  prior to the  expiration of any  restriction  on such  redemption,  the\nCompany  shall  deliver  to the  Trustee,  prior to the  giving of any notice of\nredemption to Holders pursuant to this Section, an Officer's Certificate stating\nthat such restriction has been complied with.\n\n     If  less  than  all  the  Subordinated  Securities  of a  series  are to be\nredeemed,  the  Trustee  shall  select,  in  such  manner  as  it  shall  deemed\nappropriate and fair, in its sole  discretion,  Subordinated  Securities of such\nseries  to be  redeemed  in  whole or in part.  Subordinated  Securities  may be\nredeemed in part in multiples equal to the minimum  authorized  denomination for\nSubordinated  Securities  of such series or any  multiple  thereof.  The Trustee\nshall promptly notify the Company in writing of the  Subordinated  Securities of\nsuch  series  selected  for  redemption  and,  in the  case of any  Subordinated\nSecurities of such series selected for partial redemption,  the principal amount\nthereof to be redeemed. For all purposes of this Subordinated Indenture,  unless\nthe context  otherwise  requires,  all provisions  relating to the redemption of\nSubordinated  Securities  of  any  series  shall  relate,  in  the  case  of any\nSubordinated Security redeemed or to be redeemed only in part, to the portion of\nthe principal  amount of such  Subordinated  Security which has been or is to be\nredeemed.\n\nSECTION 12.3 Payment of Subordinated Securities Called for Redemption.\n\n     If notice of redemption has been given as above provided,  the Subordinated\nSecurities or portions of Subordinated Securities specified in such notice shall\nbecome due and payable on the date and at the place stated in such notice at the\napplicable  redemption  price,  together with interest accrued to the date fixed\nfor redemption,  and on and after said date (unless the Company shall default in\nthe payment of such Subordinated  Securities at the redemption  price,  together\nwith interest accrued to said date) interest on the  Subordinated  Securities or\nportions of  Subordinated  Securities  so called for  redemption  shall cease to\naccrue, and the unmatured Coupons, if any,  appertaining  thereto shall be void,\nand, except as provided in Sections 6.5 and\n\n\n\n\n\n\n10.4, such Subordinated Securities shall cease from and after the date fixed for\nredemption  to be entitled to any  benefit or security  under this  Subordinated\nIndenture,  and the  Holders  thereof  shall  have no right in  respect  of such\nSubordinated Securities except the right to receive the redemption price thereof\nand  unpaid  interest  to the date fixed for  redemption.  On  presentation  and\nsurrender of such  Subordinated  Securities  at a place of payment  specified in\nsaid notice,  together with all Coupons, if any,  appertaining  thereto maturing\nafter  the date  fixed  for  redemption,  said  Subordinated  Securities  or the\nspecified  portions  thereof  shall be paid and  redeemed  by the Company at the\napplicable  redemption price, together with interest accrued thereon to the date\nfixed for  redemption;  provided,  that  payment of interest  becoming due on or\nprior  to the  date  fixed  for  redemption  shall  be  payable  in the  case of\nSubordinated  Securities with Coupons  attached  thereto,  to the Holders of the\nCoupons for such interest upon surrender thereof,  and in the case of Registered\nSubordinated   Securities,   to  the  Holder  of  such  Registered  Subordinated\nSecurities  registered as such on the relevant record date, subject to the terms\nand provisions of Section 2.3 and 2.7 hereof.\n\n     If any  Subordinated  Security  called for redemption  shall not be so paid\nupon surrender thereof for redemption,  the principal shall,  until paid or duly\nprovided for,  bear  interest from the date fixed for  redemption at the rate of\ninterest  or  Yield  to  Maturity  (in the case of an  Original  Issue  Discount\nSubordinated Security) borne by such Subordinated Security.\n\n     If any  Subordinated  Security with Coupons attached thereto is surrendered\nfor redemption and is not accompanied by all appurtenant  Coupons maturing after\nthe date fixed for  redemption,  the surrender of such missing Coupon or Coupons\nmay be waived by the Company and the  Trustee,  if there be furnished to each of\nthem  such  security  or  indemnity  as they may  require  to save  each of them\nharmless.\n\n     Upon  presentation of any Subordinated  Security redeemed in part only, the\nCompany shall execute and the Trustee  shall  authenticate  and deliver to or on\nthe  order  of  the  Holder  thereof,  at the  expense  of  the  Company,  a new\nSubordinated  Security or Subordinated  Securities of such series, of authorized\ndenominations,  in  principal  amount  equal to the  unredeemed  portion  of the\nSubordinated Security so presented.\n\nSECTION 12.4 Exclusion of Certain  Subordinated  Securities from Eligibility for\n             Selection for Redemption.\n\n     Subordinated  Securities  shall be excluded from  eligibility for selection\nfor redemption if they are identified by registration and certificate  number in\nan Officer's  Certificate delivered to the Trustee at least 40 days prior to the\nlast date on which  notice of  redemption  may be given as being owned of record\nand  beneficially by, and not pledged or hypothecated by, either (a) the Company\nor (b) an entity  specifically  identified in such written statement as directly\nor indirectly  controlling  or controlled by or under direct or indirect  common\ncontrol with the Company.\n\nSECTION 12.5 Mandatory and Optional Sinking Funds.\n\n     The minimum amount of any sinking fund payment provided for by the terms of\nthe Subordinated  Securities of any series is herein referred to as a \"mandatory\nsinking fund\n\n\n\n\n\n\npayment,\" and any payment in excess of such minimum  amount  provided for by the\nterms of the  Subordinated  Securities of any series is herein referred to as an\n\"optional  sinking fund payment.\" The date on which a sinking fund payment is to\nbe made is herein referred to as the \"sinking fund payment date.\"\n\n     In lieu of making all or any part of any  mandatory  sinking  fund  payment\nwith respect to any series of  Subordinated  Securities in cash, the Company may\nat its option (a) deliver to the Trustee Subordinated  Securities of such series\ntheretofore  purchased or otherwise acquired (except upon redemption pursuant to\nthe mandatory  sinking fund) by the Company or receive  credit for  Subordinated\nSecurities of such series (not previously so credited)  theretofore purchased or\notherwise  acquired  (except as  aforesaid)  by the Company and delivered to the\nTrustee for  cancellation  pursuant  to Section  2.10,  (b)  receive  credit for\noptional  sinking fund  payments (not  previously so credited)  made pursuant to\nthis Section,  or (c) receive credit for Subordinated  Securities of such series\n(not  previously  so  credited)  redeemed  by the Company  through any  optional\nredemption  provision  contained  in the  terms  of  such  series.  Subordinated\nSecurities so delivered or credited shall be received or credited by the Trustee\nat the sinking fund redemption price specified in such Subordinated Securities.\n\n     On or before the 60th day next preceding each sinking fund payment date for\nany series,  the Company will  deliver to the Trustee an  Officer's  Certificate\n(which need not contain the statements  required by Section 11.5) (a) specifying\nthe portion of the mandatory  sinking fund payment to be satisfied by payment of\ncash and the portion to be satisfied  by credit of  Subordinated  Securities  of\nsuch  series  and the  basis  for such  credit,  (b)  stating  that  none of the\nSubordinated  Securities of such series has  theretofore  been so credited,  (c)\nstating  that no defaults  in the payment of interest or Events of Default  with\nrespect to such series have  occurred  (which have not been waived or cured) and\nare  continuing and (d) stating  whether or not the Company  intends to exercise\nits right to make an optional  sinking  fund payment with respect to such series\nand, if so,  specifying  the amount of such optional  sinking fund payment which\nthe Company intends to pay on or before the next succeeding sinking fund payment\ndate. Any Subordinated  Securities of such series to be credited and required to\nbe  delivered  to the  Trustee in order for the Company to be entitled to credit\ntherefor as aforesaid which have not  theretofore  been delivered to the Trustee\nshall be delivered for cancellation pursuant to Section 2.10 to the Trustee with\nsuch Officer's  Certificate (or reasonably  promptly thereafter if acceptable to\nthe Trustee).  Such  Officer's  Certificate  shall be  irrevocable  and upon its\nreceipt by the Trustee the Company  shall  become  unconditionally  obligated to\nmake all the cash payments or payments therein referred to, if any, on or before\nthe next  succeeding  sinking fund payment date.  Failure of the Company,  on or\nbefore any such 60th day, to deliver such Officer's Certificate and Subordinated\nSecurities  specified in this paragraph,  if any, shall not constitute a default\nbut shall  constitute,  on and as of such date, the irrevocable  election of the\nCompany (i) that the  mandatory  sinking fund payment for such series due on the\nnext succeeding sinking fund payment date shall be paid entirely in cash without\nthe  option to  deliver  or credit  Subordinated  Securities  of such  series in\nrespect  thereof and (ii) that the Company  will make no optional  sinking  fund\npayment with respect to such series as provided in this Section.\n\n     If the sinking fund payment or payments  (mandatory or optional or both) to\nbe made in cash on the next succeeding sinking fund payment date plus any unused\nbalance of any\n\n\n\n\n\n\npreceding  sinking  fund  payments  made in cash shall  exceed  $50,000  (or the\nequivalent  thereof in any  Foreign  Currency or ECU) or a lesser sum in Dollars\n(or the equivalent  thereof in any Foreign Currency or ECU) if the Company shall\nso request with respect to the Subordinated Securities of any particular series,\nsuch cash shall be applied on the next  succeeding  sinking fund payment date to\nthe  redemption  of  Subordinated  Securities of such series at the sinking fund\nredemption   price  together  with  accrued  interest  to  the  date  fixed  for\nredemption.  If such amount shall be $50,000 (or the  equivalent  thereof in any\nForeign  Currency or ECU) or less and the Company  makes no such request then it\nshall be  carried  over  until a sum in excess  of  $50,000  (or the  equivalent\nthereof in any Foreign Currency or ECU) is available.  The Trustee shall select,\nin the manner  provided in Section  12.2,  for  redemption  on such sinking fund\npayment date a sufficient  principal  amount of Subordinated  Securities of such\nseries to absorb  said  cash,  as nearly as may be, and shall (if  requested  in\nwriting  by the  Company)  inform  the  Company  of the  serial  numbers  of the\nSubordinated  Securities  of such  series (or  portions  thereof)  so  selected.\nSubordinated  Securities shall be excluded from eligibility for redemption under\nthis Section if they are identified by registration and certificate number in an\nOfficer's  Certificate  delivered  to the  Trustee at least 60 days prior to the\nsinking fund payment date as being owned of record and  beneficially by, and not\npledged or hypothecated by, either (a) the Company or (b) an entity specifically\nidentified in such Officer's  Certificate as directly or indirectly  controlling\nor  controlled by or under direct or indirect  common  control with the Company.\nThe Trustee,  in the name and at the expense of the Company (or the Company,  if\nit shall so request the Trustee in writing)  shall cause notice of redemption of\nthe  Subordinated  Securities  of such series to be given in  substantially  the\nmanner  provided in Section 12.2 (and with the effect  provided in Section 12.3)\nfor the  redemption  of  Subordinated  Securities  of such series in part at the\noption of the Company. The amount of any sinking fund payments not so applied or\nallocated to the redemption of  Subordinated  Securities of such series shall be\nadded to the next cash sinking fund payment for such series and,  together  with\nsuch  payment,  shall be  applied  in  accordance  with the  provisions  of this\nSection. Any and all sinking fund moneys held on the Stated Maturity date of the\nSubordinated  Securities of any particular series (or earlier,  if such maturity\nis accelerated),  which are not held for the payment or redemption of particular\nSubordinated  Securities  of such series shall be applied,  together  with other\nmoneys,  if  necessary,  sufficient  for  the  purpose,  to the  payment  of the\nprincipal  of, and interest on, the  Subordinated  Securities  of such series at\nMaturity.\n\n     On or before each sinking fund payment  date,  the Company shall pay to the\nTrustee in cash or shall  otherwise  provide  for the  payment  of all  interest\naccrued  to the date  fixed for  redemption  on  Subordinated  Securities  to be\nredeemed on the next following sinking fund payment date.\n\n     The  Trustee  shall not  redeem or cause to be  redeemed  any  Subordinated\nSecurities of a series with sinking fund moneys or give any notice of redemption\nof  Subordinated  Securities  for such series by  operation  of the sinking fund\nduring the continuance of a default in payment of interest on such  Subordinated\nSecurities or of any Event of Default except that, where the giving of notice of\nredemption of any Subordinated  Securities shall theretofore have been made, the\nTrustee  shall  redeem or cause to be  redeemed  such  Subordinated  Securities,\nprovided that it shall have received from the Company a sum  sufficient for such\nredemption.  Except as aforesaid, any moneys in the sinking fund for such series\nat the time when any such default or\n\n\n\n\n\n\nEvent of Default shall occur,  and any moneys  thereafter  paid into the sinking\nfund,  shall,  during  the  continuance  of such  default or Event of Default be\ndeemed to have been  collected  under  Article 5 and held for the payment of all\nsuch  Subordinated  Securities.  In case such Event of  Default  shall have been\nwaived as  provided  in  Section  5.14 or the  default  cured on or  before  the\nsixtieth day  preceding  the sinking fund payment date in any year,  such moneys\nshall thereafter be applied on the next succeeding  sinking fund payment date in\naccordance with this Section to the redemption of such Subordinated Securities.\n\n                            [Signature page follows]\n\n\n\n\n\n\n     IN WITNESS  WHEREOF,  the parties  hereto  have  caused  this  Subordinated\nIndenture to be duly executed and attested as of the date first written above.\n\n                                             HEALTHSOUTH CORPORATION\n\n                                             By:        \/s\/MICHAEL D. MARTIN\n                                               _______________________________\n                                             Name:  Michael D. Martin\n                                             Title: Chief Financial Officer\n\nAttest:\n\nBy:    \/s\/WILLIAM W. HORTON\n  __________________________\n\n                                             THE BANK OF NOVA SCOTIA TRUST\n                                             COMPANY OF NEW YORK, as Trustee\n\n\n                                             By:    \/s\/George Timmes\n                                               _______________________________\n                                             Name:  George Timmes\n                                             Title: Vice President\n\nAttest:\n\nBy:     \/s\/WARREN GOSHINE\n  _________________________\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7751],"corporate_contracts_industries":[9438],"corporate_contracts_types":[9560,9566],"class_list":["post-41327","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-healthsouth-corp","corporate_contracts_industries-health__misc","corporate_contracts_types-finance","corporate_contracts_types-finance__indenture"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41327","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41327"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41327"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41327"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41327"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}