FINANCIAL SECURITY ASSURANCE HOLDINGS LTD/NY/ (Form: S-3, Received: 03/10/1999 14:01:15)

As filed with the Securities and Exchange Commission on March 10, 1999
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FINANCIAL SECURITY ASSURANCE
HOLDINGS LTD.
(Exact name of registrant as specified in its charter)

             New York                                    13-3261323
  (State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                    Identification No.)

                             350 Park Avenue
                        New York, New York 10022
                             (212) 826-0100

(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Bruce E. Stern, Esq.
General Counsel and Secretary
Financial Security Assurance Holdings Ltd.
350 Park Avenue
New York, New York 10022
(212) 826-0100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:
William H. Widen, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019-7475

Approximate date of commencement of proposed sale to public: From time to time after the effective date of this registration statement, as determined by market conditions and other factors.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.|_|

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.|X|

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_| ______

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_| ______

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.|_|

(Continued on following page)

(Continued from previous page)

CALCULATION OF REGISTRATION FEE

=========================================================================================================
                                                      Proposed
                                                       Maximum       Proposed Maximum
  Title of Each Class of          Amount to be      Offering Price       Aggregate           Amount of
Securities to be Registered   Registered(1)(2)(3)    Per Unit(4)     Offering Price(4)   Registration Fee
---------------------------------------------------------------------------------------------------------
Debt Securities
Common Stock
Stock Purchase Contracts(5)
TOTAL......................    $230,000,000              100%           $230,000,000            $63,940
=========================================================================================================

(1) Securities registered by the registrant under Registration Statement No. 333-34181 and not previously sold in the amount of $20,000,000 are consolidated in this registration statement pursuant to Rule 429 under the Securities Act. Registration fees with respect to such unsold securities in the amount of $6,060.61 have previously been paid. The total amount registered under this registration statement as so consolidated is $250,000,000.
(2) Includes such indeterminate principal amount of debt securities, such indeterminate number of shares of common stock and such indeterminate number of stock purchase contracts, as may from time to time be issued at indeterminate prices.
(3) In United States Dollars or the equivalent thereof in one or more foreign denominated currencies or currency units if debt securities are issued with principal amounts denominated in one or more foreign or composite currencies as shall be designated by the registrant.
(4) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933 and exclusive of accrued interest and dividends, if any.
(5) Each stock purchase contract of the registrant obligates the registrant to sell, and the holder thereof to purchase, a number of shares of common stock.

Pursuant to Rule 429 under the Securities Act, the prospectus filed as part of this registration statement also relates to the securities registered by the registrant under Registration Statement No. 333-34181 that remain unsold in the amount of $20,000,000. This registration statement also constitutes Post-Effective Amendment No. 1 with respect to the registrant's Registration Statement No. 333-34181.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS                                                 Subject to Completion
                                                          Preliminary Prospectus
                                                            Dated March 10, 1999

[LOGO]

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
350 Park Avenue
New York, New York 10022
(212) 826-0100

$250,000,000
DEBT SECURITIES, COMMON STOCK AND STOCK PURCHASE CONTRACTS

From time to time, we may sell:

o debt securities which may be senior or subordinated in priority of payment,

o common stock, and

o stock purchase contracts.

When we decide to sell a particular series of securities, we will prepare a prospectus supplement describing those securities. You should read this prospectus and any prospectus supplement carefully.

Our common stock is listed on the New York Stock Exchange under the symbol "FSA".

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is [ ], 1999

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission utilizing a "shelf" registration process. Under this shelf process, we may, from time to time over approximately the next two years, sell any combination of the securities described in this prospectus in one or more offerings up to a total amount of $250,000,000 or the equivalent of this amount in foreign currencies or foreign currency units.

This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading "Where You Can Find More Information" below.

You should rely only on the information provided in this prospectus and in any prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus, or any supplement to this prospectus, is accurate at any date other than the date indicated on the cover page of these documents.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement under the Securities Act that registers the distribution of these securities. The registration statement, including the attached exhibits and schedules, contains additional relevant information about us and the securities. The rules and regulations of the SEC allow us to omit certain information included in the registration statement from this prospectus.

In addition, we file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy this information and the registration statement at the following locations of the SEC:

                                                        Chicago Regional Office
 Public Reference Room     New York Regional Office         Citicorp Center
450 Fifth Street, N.W.       7 World Trade Center       500 West Madison Street
       Room 1024                  Suite 1300                   Suite 1400
Washington, D.C. 20549     New York, New York 10048     Chicago, Illinois 60661

You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330.

The SEC also maintains an Internet world wide web site that contains reports, proxy statements and other information about issuers, like us, who file electronically with the SEC. The address of that site is http://www.sec.gov.

You can also inspect reports, proxy statements and other information about us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York.

The SEC allows us to "incorporate by reference" information into this prospectus. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus, except for any information that is superseded by other information that is included in or incorporated by reference into this document.

This prospectus incorporates by reference the documents listed below that we have previously filed with the SEC. These documents contain important information about us.

o The description of our common stock in our Form 8-A that was filed on December 3, 1993

o Our Annual Report on Form 10-K for the year ended December 31, 1997

o Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998, June 30, 1998 and September 30, 1998

o Our Current Report on Form 8-K dated November 6, 1998

o Our Proxy Statement on Schedule 14A that was filed on March 24, 1998

We incorporate by reference any additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act between the date of this prospectus and the termination of the offering of the securities. These documents may include periodic reports, like Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as Proxy Statements. Any material that we subsequently file with the SEC will automatically update and replace the information previously filed with the SEC.

You can obtain any of the documents incorporated by reference in this prospectus from the SEC on its web site (http://www.sec.gov). You can also obtain these documents from us (without charge) by visiting our web site (http://www.FSA.com) or requesting them in writing or by telephone at the following address:

Peter E. Hoey Managing Director, Investor Relations Financial Security Assurance Holdings Ltd.

350 Park Avenue
New York, New York 10022
Telephone (212) 826-0100

THE COMPANY

We are Financial Security Assurance Holdings Ltd. In this prospectus we refer to our company as "FSA Holdings", "we" or "us". We own 100% of Financial Security Assurance Inc., which we refer to as "FSA". FSA primarily provides financial guaranty insurance on asset-backed securities and municipal bonds. FSA was the first insurance company organized to insure asset-backed obligations. FSA has been a leading insurer of asset-backed obligations (based on number of transactions insured) since its organization in 1985. In 1990, FSA expanded the focus of its business to include writing financial guaranty insurance of municipal obligations and has since become a major insurer of municipal bonds.

FSA writes financial guaranty insurance that typically guarantees scheduled payments on an issuer's obligations. In the case of a default on these payments, FSA is generally required to pay the principal, interest or other amounts due either in accordance with the original payment schedule or, at FSA's option, on an accelerated basis. The underwriting policy of FSA is to insure asset-backed and municipal obligations that would otherwise be investment grade without the benefit of FSA's insurance. The asset-backed obligations insured by FSA are generally issued in structured transactions backed by pools of assets such as residential mortgage loans, consumer or trade receivables, securities or other assets having an ascertainable cash flow or market value. The municipal obligations insured by FSA consist primarily of general obligation bonds, supported by the issuers' taxing power, and special revenue bonds and other special obligations of state and local governments, supported by the issuer's ability to impose and collect fees and charges for public services or specific projects.

Our business objective is to remain a leading insurer of asset-backed obligations and to become a more prominent insurer of municipal obligations. We believe that the demand for our financial guaranty insurance will grow over the long term as a result of the anticipated continuation of three trends:

o expansion of asset securitization outside the residential mortgage sector;

o growth in the insurance of municipal obligations due, in part, to the increased use of municipal bonds to finance repairs and improvements to the nation's infrastructure and the increased municipal bond purchases by individuals who generally purchase insured obligations; and

o increased volume of new domestic municipal bonds that are insured, insurance penetration having already grown every year since 1986 to reach 50.8% in 1998, according to published sources.

FSA Holdings or its subsidiaries maintain offices in New York City, San Francisco, Dallas, London, Paris, Madrid, Sydney, Tokyo, Singapore and Bermuda. In addition to our domestic business, we pursue international opportunities and currently operate in the European and Pacific Rim markets. We were the first financial guaranty insurance company to insure obligations in international markets.

We expect to continue to emphasize a diversified insured portfolio characterized by insurance of both asset-backed and municipal obligations, with a broad geographic distribution and a variety of revenue sources and transaction structures.

FSA's insurance financial strength is rated "Aaa" by Moody's Investors Service, Inc. FSA's insurer financial strength is rated "AAA" by Standard & Poor's Ratings Services ("S&P") and Standard and Poor's (Australia) Pty. Ltd. FSA's claims-paying ability is rated "AAA" by Fitch IBCA, Inc. and Japan Rating and Investment Information, Inc.

FSA is licensed to engage in the financial guaranty insurance business in all 50 states, the District of Columbia and Puerto Rico.

Our principal executive offices are located at 350 Park Avenue, New York, New York 10022. The telephone number at that location is (212) 826-0100.

USE OF PROCEEDS

Unless otherwise stated in the prospectus supplement, we will use the net proceeds from the sale of the securities for general corporate purposes.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of earnings to fixed charges for FSA Holdings for the periods indicated. Earnings represent consolidated earnings before income taxes and fixed charges. Fixed charges consist of interest and one third of rental expense which is representative of the interest factor for this rental expense. We had no capitalized interest for the periods presented. The ratio for 1993 is not meaningful because we incurred a significant loss in that year.

                                                                   Nine Months
                                                                      Ended
                                   Years Ended December 31,       September 30,
                                   ------------------------       -------------
                               1993   1994   1995   1996   1997       1998
                               ----   ----   ----   ----   ----       ----
Ratio of earnings to fixed
charges......................  N/M    51.2   70.0   35.2   22.6       15.4

DESCRIPTION OF DEBT SECURITIES

The following description provides general terms that may apply to our debt securities. The prospectus supplement relating to any debt securities offered will describe the particular terms of those debt securities.

The debt securities will be either senior debt securities or subordinated debt securities. The senior debt securities will be issued under an existing senior indenture, as supplemented from time to time, between FSA Holdings and First Union National Bank, as trustee. The subordinated debt securities will be issued under a subordinated indenture, as supplemented from time to time, between FSA Holdings and a trustee to be named in the prospectus supplement. The senior indenture and the subordinated indenture are collectively referred to as the indentures.

The following summaries of certain provisions of the indentures are not complete and are qualified in their entirety by reference to the indentures, copies of which are attached as exhibits to the registration statement of which this prospectus is a part. Whenever particular sections or defined terms in the indentures are referred to in this prospectus or a prospectus supplement, those sections and definitions are incorporated by reference.

General

The debt securities will be our direct and unsecured obligations. The senior debt securities will rank equally and ratably with all of our other unsecured and unsubordinated obligations. The subordinated debt securities will be subordinate and junior in right of payment to the extent and in the manner set forth in the subordinated indenture to all of our senior debt.

We are a non-operating holding company and most of our assets are owned by our subsidiaries. As a result, we rely primarily on dividends or other payments from our subsidiaries to pay principal and interest on our outstanding debt obligations. Accordingly, the debt securities will be effectively subordinated to all existing and future liabilities of our subsidiaries. In addition, the payment of dividends or other amounts by FSA, our insurance company subsidiary, is limited under the applicable insurance laws and regulations of the State of New York.

Neither indenture limits the total amount of debt securities that we may issue under it, and we may issue debt securities under each indenture up to the aggregate principal amount authorized by our Board of Directors from time to time. Except as may be described in a prospectus supplement, neither the indentures nor the debt securities limit the amount of other secured or unsecured debt that we may incur or issue.

We may issue debt securities in one or more separate series of senior debt securities and/or subordinated debt securities. The prospectus supplement relating to an offering of a particular series of debt securities will specify the particular amounts, prices and terms of those debt securities. These terms may include:

o the title of the debt securities;

o any limit upon the total principal amount of the debt securities;

o the date or dates on which the principal of the debt securities is payable;

o the rate or rates at which the debt securities bear interest, if any, or the method by which that rate is determined, the date or dates from which interest accrues, the interest payment dates on which any interest is payable, our right, if any, to defer or extend an interest payment date, and the record dates for the determination of holders to whom interest is payable;

o the place or places where the principal and any interest on the debt securities is payable;

o the price or prices at which, the period or periods within which and the terms and conditions upon which the debt securities may be redeemed, in whole or in part, at our option, pursuant to any sinking fund or otherwise;

o our obligation, if any, to redeem, purchase or repay the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder and the price or prices at which and the period or periods within which, the currency or currencies (including currency unit or units) in which, and the terms and conditions upon which the debt securities will be redeemed, purchased or repaid, in whole or in part, pursuant to that obligation;

o if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any debt securities are issuable;

o if other than in U.S. Dollars, the currency or currencies (including currency unit or units) in which the principal of (and premium, if any) and interest, if any, on the debt securities is payable, or in which the debt securities are denominated;

o whether the debt securities are issued in whole or in part in the form of one or more global securities and the depositary with respect to those global securities and the circumstances under which those global securities may be registered for transfer or exchange, or authenticated and delivered, in the name of a person other than the depositary or its nominee;

o the additions, modifications or deletions, if any, in the events of default or our covenants specified in the indenture;

o if other than the principal amount thereof, the portion of the principal amount of the debt securities that is payable upon declaration of acceleration of the maturity thereof or provable in bankruptcy;

o if the amount of payments of principal of (or premium, if any) or interest, if any, on the debt securities may be determined by reference to an index, formula or other method, the manner in which those amounts will be determined and any commodities, currencies, currency units or indices, value, rate or price relevant to that determination;

o whether defeasance and/or covenant defeasance (as described below under the heading "--Defeasance or Covenant Defeasance" ) applies to the debt securities;

o the relative degree, if any, to which the debt securities are senior to or subordinated to other series of debt securities in right of payment;

o the terms of any right to convert or exchange the debt securities into or for other securities or property;

o any other terms of the debt securities not inconsistent with the provisions of the applicable indenture; and

o any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the debt securities. (Section 2.03).

Debt securities may be sold at a substantial discount below their stated principal amount, bearing no interest or interest at a rate which at the time of issuance is below market rates. Important Federal income tax consequences and special considerations applicable to any series of debt securities will be described in the prospectus supplement. The prospectus supplement will also contain any special Federal income tax, accounting or other information relating to certain other kinds of debt securities that may be offered, including debt securities linked to an index or payable in currencies other than U.S. Dollars.

Denominations, Registration, Payment and Transfer

The debt securities will be issuable only in registered form without coupons. In the absence of any other specification in the prospectus supplement, a series of debt securities will be issued in denominations of $1,000 and any integral multiple thereof.

Debt securities of any series may be exchanged for debt securities of the same series in other authorized denominations, in an equal aggregate principal amount. Debt securities may also be presented for registration of transfer, upon which the new transferee or transferees will receive new debt securities of the same series in authorized denominations in an equal aggregate principal amount. Debt securities to be exchanged or transferred must be presented at the office of the registrar or at the office of any transfer agent designated by us for that purpose with respect to any series of debt securities. Debt securities presented for exchange or registration of transfer must be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in a form satisfactory to us and the trustee duly executed by, the holder of these debt securities or his attorney who has been duly authorized in writing. We may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer. We will not assess a service charge.

We will appoint the trustees as registrars under the indentures. If the applicable prospectus supplement refers to any transfer agents or paying agents (in addition to the registrar) initially designated by us with respect to any series of debt securities, we may at any time rescind the designation of any transfer agent or paying agent or approve a change in the location through which any transfer agent or paying agent acts. We may at any time designate additional transfer agents or paying agents with respect to any series of debt securities.

We are not required to exchange or register a transfer of (a) any debt securities of any series for a period of 15 days preceding the first mailing of notice of redemption for those series to be redeemed, or (b) any debt securities selected, called or being called for redemption except, in the case of any debt security to be redeemed in part, the portion thereof not so to be redeemed.

The payment of principal of (and premium, if any) and any interest on debt securities will be made at the office of the trustee for those debt securities in the City of New York or at the office of a paying agent or paying agents that we may designate from time to time, except that at our option payment of any interest may be made by check mailed to the address of the person entitled thereto as that address appears in the register for those debt securities. The payment of any interest on debt securities will be made to the person in whose name that debt security is registered at the close of business on any record date for that interest, except in the case of defaulted interest.

Global Debt Securities

We may issue debt securities of a series, in whole or in part, in the form of one or more global debt securities that are deposited with, or on behalf of, a depositary identified in the prospectus supplement relating to that series. Global debt securities may be issued only in fully registered form and in either temporary or permanent form. Unless and until it is exchanged in whole or in part for the individual debt securities represented thereby, a global debt security may not be transferred except as a whole (a) by the depositary for that global debt security to a nominee of that depositary, (b) by a nominee of that depositary to that depositary or another nominee of that depositary or (c) by that depositary or its nominee to a successor depositary or a nominee of that successor depositary.

The specific terms of the depositary arrangement with respect to a series of debt securities will be described in the prospectus supplement relating to that series. We anticipate that the following provisions will generally apply to depositary arrangements.

Upon the issuance of a global debt security, and the deposit of that global debt security with or on behalf of the depositary, the depositary for that global debt security or its nominee will credit on its book-entry registration and transfer system, the respective principal amounts of the individual debt securities represented by that global debt security to the accounts of persons that have accounts with that depositary ("participants"). Dealers, underwriters or agents will designate participant accounts with respect to debt securities they sell, and we will designate participant accounts with respect to debt securities that we offer and sell directly. Ownership of beneficial interests in a global debt security will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in that global debt security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the applicable depositary or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons who hold through participants). The laws of some states require that certain purchasers of securities take physical delivery of those securities in definitive form. These limits and laws may impair the ability to transfer beneficial interests in a global debt security.

So long as the depositary for a global debt security, or its nominee, is the registered owner of that global debt security, that depositary or that nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by that global debt security for all purposes under the indenture governing those debt securities. Except as provided below, owners of beneficial interests in a global debt security will not be entitled to have any of the individual debt securities of the series represented by that global debt security registered in their names, will not receive or be entitled to receive physical delivery of any of those debt securities of that series in definitive form and will not be considered the owners or holders thereof under the indenture governing those debt securities.

Payments of principal of (and premium, if any) and interest on individual debt securities represented by a global debt security registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the global debt security representing those debt securities. None of FSA Holdings, the trustee for those debt securities, any paying agent, or the registrar for those debt securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interest of the global debt security for those debt securities or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.

We expect that the depositary for a series of debt securities or its nominee, upon receipt of any payment of principal, premium or interest in respect of a global debt security representing any of those debt securities, immediately will credit participants' accounts with payments in amounts proportionate to their respective beneficial interest in the principal amount of that global debt security for those debt securities as shown on the records of that depositary or its nominee. We also expect that payments by participants to owners of beneficial interests in that global debt security held through those participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name". Those payments will be the responsibility of those participants.

If a depositary for a series of debt securities is at any time unwilling, unable or ineligible to continue as depositary and a successor depositary is not appointed by us within 90 days, we will issue individual debt securities of that series in exchange for the global debt security representing that series of debt securities. In addition, we may at any time and in our sole discretion, subject to any limitations described in the prospectus supplement relating to those debt securities, determine not to have any debt securities of that series represented by one or more global debt securities and, in that event, will issue individual debt securities of that series in exchange for the global debt security or securities representing that series of debt securities. Further, if we specify with respect to the debt securities of a series, an owner of a beneficial interest in a global debt security representing debt securities of that series may, on terms acceptable to us, the trustee and the depositary for that global debt security, receive individual debt securities of that series in exchange for those

beneficial interests, subject to any limitations described in the prospectus supplement relating to those debt securities. In these instances, an owner of a beneficial interest in a global debt security will be entitled to physical delivery of individual debt securities of the series represented by that global debt security equal in principal amount to that beneficial interest and to have those debt securities registered in its name. Individual debt securities of that series so issued will be issued in denominations, unless otherwise specified by us, of $1,000 and any integral multiple thereof.

A Summary of Your Rights under the Indentures

Each indenture is a contract. In these contracts we agree to perform a number of basic tasks, such as making payments of principal and interest, if any, on the debt securities, maintaining offices for payments on and registrations, transfers and exchanges of the debt securities, appointing a trustee and a paying agent for the debt securities and maintaining our corporate existence. In addition, in each indenture we agree not to take specified actions without the consent of holders of debt securities issued under that indenture (these contract provisions are often referred to as negative covenants). The purpose of these negative covenants is to prevent us from taking actions that might reduce the value or credit quality of a debt security owned by you. While numerous actions that could reduce the value of your debt securities are not prohibited by either indenture, your protections under the relevant indenture are intended to be commensurate with the protections that investors require when purchasing similar securities from issuers with credit characteristics comparable to ours.

The senior indenture generally prohibits us from taking the following action unless the holders of a majority in principal amount of the affected senior debt securities outstanding, voting as a single class, consent:

o placing a lien on the capital stock of FSA, unless the outstanding senior debt securities (and, if we so choose, our other indebtedness of equal rank) are entitled to share in that lien.

Each indenture generally prohibits us from taking the following actions unless the holders of a majority in principal amount of the affected debt securities outstanding under that indenture, voting as a single class, consent:

o selling the capital stock of FSA to a third party, unless we sell all of the capital stock of FSA or we sell less than 20% of the voting stock of FSA and, in each case, we receive fair value for the stock sold; and

o consolidating with or merging into any other corporation or conveying, transferring or leasing our properties and assets as an entirety or substantially as an entirety to any person, unless the surviving or purchasing entity is a domestic corporation that assumes our obligations under that indenture and an event of default has not otherwise occurred under that indenture.

In addition, we cannot do any of the following to your debt securities without your consent:

o change their final maturity date;

o reduce their principal amount;

o reduce the rate or extend the time of payment of their interest;

o reduce the amount payable (if any) on their redemption;

o impair or affect your right to institute suit for payment; and

o impair or affect your right (if any) to have them redeemed at your option.

If we breach our contract with you, you may, in accordance with the procedures and limitations in the applicable indenture, sue us for breach of contract.

What follows is a more detailed description of the contract provisions of the indentures. This description contains details that are not included in this summary, and we encourage you to read it carefully.

Certain Covenants of FSA Holdings

Limitations on Liens. Under the senior indenture, so long as senior debt securities are outstanding, we will not, and will not permit any subsidiary to, directly or indirectly, create, issue, assume, incur or guarantee any indebtedness for borrowed money which is secured by any mortgage, pledge, lien, security interest or other encumbrance of any nature on any of the present or future capital stock of any Restricted Subsidiary (or any company, other than FSA Holdings, having direct or indirect control of any Restricted Subsidiary) unless the senior debt securities then outstanding and, if we so elect, any of our other indebtedness ranking at least pari passu with the senior debt securities are secured equally and ratably with, or prior to, that other secured debt so long as it is outstanding. (Section 3.06)

"Restricted Subsidiary", as defined in the indentures, means FSA or any successor to all or substantially all of its business, provided that the successor is a subsidiary of FSA Holdings. A "subsidiary" is a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by FSA Holdings and/or one or more of its subsidiaries.

Limitations on Disposition of Stock of Restricted Subsidiaries. Under the senior and subordinated indentures, so long as debt securities are outstanding, we will not, and will not permit any subsidiary to, sell, transfer or otherwise dispose of any shares of capital stock of any Restricted Subsidiary except for:

o a sale, transfer or other disposition of any capital stock of any Restricted Subsidiary to a wholly owned subsidiary of FSA Holdings or that subsidiary;

o a sale, transfer or other disposition of the entire capital stock of any Restricted Subsidiary for at least fair value (as determined by our Board of Directors acting in good faith); or

o a sale, transfer or other disposition of the capital stock of any Restricted Subsidiary for at least fair value (as determined by our Board of Directors acting in good faith) if, after giving effect thereto, we and our subsidiaries would own more than 80% of the issued and outstanding voting stock of that Restricted Subsidiary.
(Section 3.07)

Limitations on Consolidation, Merger, Sale or Conveyance. Under the senior and subordinated indentures, so long as debt securities are outstanding, we will not consolidate with or merge into any other corporation or convey, transfer or lease our properties and assets as an entirety or substantially as an entirety to any person, unless:

o the successor or purchaser is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;

o the due and punctual payment of the principal of, premium, if any, and interest on all the debt securities under that indenture, according to their tenor, and the due and punctual performance and observance of all of our covenants and conditions under that indenture, shall be expressly assumed, by supplemental indenture satisfactory in form to the applicable trustee, by the corporation formed by that consolidation or into which we have been merged, or which acquired that property; and

o immediately after giving effect to that transaction, no event of default (as defined in the applicable indenture), and no event which, after notice or lapse of time or both, would become an event of default, has occurred and is continuing. (Section 9.01)

Events of Default

Any one of the following events will constitute an event of default with regard to any series of debt securities under an indenture:

(a) default continued for 30 days in payment of any installment of interest on any of the debt securities of that series when due and payable; or

(b) default in payment of all or any part of the principal on any of the debt securities of that series when due and payable either at maturity, upon any redemption, by declaration or otherwise; or

(c) default in the payment of any sinking fund instalment as and when the same becomes due and payable by the terms of the debt securities of that series; or

(d) default in the performance, or breach, of any of our covenants or warranties in respect of the debt securities of that series and continuance of that default or breach for a period of 60 days after written notice as provided in that indenture; or

(e) our failure to make any payment at maturity, including any applicable grace period, in respect of indebtedness in an amount in excess of $10,000,000, and that failure continues for a period of 10 days after written notice as provided in that indenture; or

(f) our default with respect to any indebtedness, which default results in the acceleration of indebtedness in an amount in excess of $10,000,000, without that indebtedness having been discharged or that acceleration having been cured, waived, rescinded or annulled for a period of 10 days after written notice as provided in that indenture; or

(g) certain events of bankruptcy, insolvency, or reorganization with respect to us or any Restricted Subsidiary; or

(h) any other event of default provided in the supplemental indenture or resolution of our Board of Directors under which that series of debt securities is issued or in the form of debt security for that series. (Section 5.01)

We are required to file with the trustee annually a written statement as to any defaults in the performance or fulfillment of any of our covenants, agreements or conditions contained in the indenture. (Section 3.05) Each indenture provides that the trustee may withhold notice to the holders of debt securities of any series of any default (except in payment of principal of or interest on the debt securities of that series) if the trustee considers it in the interest of the holders of the debt securities of that series to do so.
(Section 5.11)

Each indenture provides that (1) if an event of default described in clause (a), (b) or (c) above has occurred and is continuing with regard to the debt securities of any series outstanding under that indenture, either the trustee or the holders of not less than 25% in principal amount of the debt securities of that series then outstanding (each series voting as a separate class) may declare the principal (or, if debt securities of that series are original issue discount debt securities, that portion of the principal amount as may be specified in the terms of that series) of all debt securities of that series and interest accrued thereon, if any, to be due and payable immediately and (2) if an event of default described in clause (d), (e), (f), (g) or (h) above has occurred and is continuing, either the trustee or the holders of not less than 25% in principal amount of all debt securities (or in the case of an event of default described in clause (d) or (h) above, all series affected by that event of default) then outstanding (treated as a single class) may declare the principal (or, if any debt securities are original issue discount debt securities, that portion of the principal as may be specified in the terms of that series) of all debt securities (in the case of clause (d) or (h) above, limited to all series affected) then outstanding under that indenture and interest accrued thereon, if any, to be due and payable immediately.

After a declaration of acceleration of maturity of the debt securities of any series, if all payments due (other than payments of principal due as a result of acceleration) have been made and all events of default

(other than the non-payment of the principal due as a result of acceleration), have been cured, waived or otherwise remedied as provided in the applicable indenture, then:

o with respect to an event of default described in clauses (a), (b) and (c) above, the holders of a majority in principal amount of the debt securities of that series, voting as a separate class, then outstanding may waive all defaults with respect to that series and rescind and annul that declaration and its consequences; and

o with respect to an event of default described in clauses (d), (e),
(f), (g) and (h) above, the holders of a majority in principal amount of the debt securities of all series (in the case of clause
(d) or (h) above, limited to all series affected by that default), voting as a single class, then outstanding under that indenture may waive all those defaults with respect to all the debt securities then outstanding under that indenture and rescind and annul that declaration and its consequences. (Section 5.01)

Prior to a declaration of acceleration of maturity of the debt securities of any series, either the holders of a majority in principal amount of the outstanding debt securities of all series under the applicable indenture, voting as a single class, or the holders of a majority in principal amount of the outstanding debt securities of the affected series, depending on the nature of the event of default, may waive an event of default and its consequences, except a default in the payment of the principal of or interest on any debt securities or in respect of a covenant or provision of the indenture which cannot be modified or amended without the consent of the holder of each debt security affected. (Section 5.10)

Each indenture provides that the trustee is under no obligation, subject to the trustee's duty during an event of default to act with the required standard of care, to exercise any of the trusts or powers vested in it by that indenture at the request, order or direction of any of the holders of debt securities, unless those holders have offered the trustee reasonable indemnity. (Sections 6.01 and 6.02) Subject to these provisions for indemnification, the holders of a majority in principal amount of the debt securities of each series affected (with each series voting as a separate class) may direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. (Section 5.09)

No holder of debt securities of any series will have any right by virtue of either indenture to institute any legal action or proceeding with respect to that indenture, unless that holder has previously given to the trustee written notice of a continuing default, the holders of not less than 25% in principal amount of the debt securities of that series then outstanding have made written request on the trustee to institute such action or proceeding and have offered to the trustee any reasonable indemnity that the trustee may require relating to their request and the trustee fails to institute the requested proceeding within 60 days, and no direction inconsistent with such written request has been given to the trustee by the holders of a majority in principal amount of the debt securities of such series then outstanding. (Section 5.06) These limitations do not apply to a suit for enforcement of payment of the principal of or interest on a debt security on or after the respective due dates. (Section 5.07)

Defeasance and Covenant Defeasance

The indentures contain a provision that, if made applicable to any series of debt securities, permits us to elect, subject to certain conditions, (a) to be discharged from our obligations with respect to the debt securities of that series (subject to limited exceptions) ("defeasance") and/or (b) to be released from our obligations with respect to that series of debt securities under the covenant in the indentures relating to limitations on disposition of stock of Restricted Subsidiaries and, in the case of the senior indenture, also the covenant relating to limitations on liens ("covenant defeasance"). To make either of these elections, we must irrevocably deposit with the trustee as trust funds monies, United States Government Obligations or a combination of the two sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants, to pay and discharge the principal of and interest on the outstanding debt securities of that series on the maturity of that principal or interest. (Sections 13.01 through 13.04)

Each indenture provides that, to effect defeasance or covenant defeasance, we must deliver to the trustee an opinion of counsel to the effect that defeasance or covenant defeasance, as the case may be, will not cause the holders of the debt securities to recognize income, gain or loss for Federal income tax purposes and that those holders will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if defeasance or covenant defeasance had not occurred. In addition, in the case of defeasance, that opinion of counsel must state that a private letter ruling or a general revenue ruling to the same effect has been issued by the United States Internal Revenue Service or state that since the date of the applicable indenture there has been a change in the applicable Federal income tax law or the interpretation thereof to the same effect. (Section 13.04)

In order to effect defeasance or covenant defeasance under the subordinated indenture, in addition to the requirements described above, no default in the payment of principal of (or premium, if any) or interest on any senior debt can have occurred and be continuing or no event of default with respect to senior debt can have occurred and be continuing and have resulted in that senior debt becoming or being declared due and payable prior to the date it would have become due and payable.

Modification and Waiver

Each indenture provides that with the consent of the holders of not less than a majority in principal amount of the debt securities at the time outstanding of all series affected by that supplemental indenture (voting as one class), FSA Holdings and the trustee may enter into supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of that indenture or of modifying in any manner the rights of the holders of the debt securities of that series; provided, that no supplemental indenture shall (a) extend the final maturity of any debt security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or reduce the amount of the principal of an original issue discount debt security that would be due and payable upon an acceleration of the maturity thereof or the amount thereof provable in bankruptcy, or impair or affect the right of any holder to institute suit for the payment thereof or, if the debt securities provide therefor, any right of repayment at the option of the holder, without the consent of the holder of each debt security so affected or (b) reduce the aforesaid percentage of debt securities of any series, the consent of the holders of which is required for any supplemental indenture, without the consent of the holders of each debt security so affected. (Section 8.02) The holders of at least a majority in principal amount of the debt securities of all series outstanding under an indenture (voting as a class) may waive compliance by us with the covenants contained in that indenture relating to limitations on liens, limitations on dispositions of stock of Restricted Subsidiaries and corporate existence. (Section 3.09)

Subordination under the Subordinated Indenture

To the extent provided in the subordinated indenture, the payment of the principal of (and premium, if any) and interest on each and all of the subordinated debt securities we issue will be subordinate and subject in right of payment to the prior payment of all amounts then due and payable in respect of all senior debt. Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding of FSA Holdings, the holders of the senior debt will first be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on the senior debt before the holders of subordinated debt securities will be entitled to receive or retain any payment in respect of the principal of (and premium, if any) or interest, if any, on the subordinated debt securities. (Sections 14.01 and 14.02)

In the event of the acceleration of the maturity of any subordinated debt securities, the holders of all senior debt outstanding at the time of that acceleration will first be entitled to receive payment in full of all amounts due thereon (including any amounts due upon acceleration) before the holders of subordinated debt securities will be entitled to receive any payment upon the principal of (or premium, if any) or interest, if any, on the subordinated debt securities. (Section 14.03)

No payments on account of principal (or premium, if any) or interest, if any, in respect of the subordinated debt securities may be made if there shall have occurred and be continuing a default in any payment with respect to senior debt, or an event of default with respect to any senior debt resulting in the acceleration of the maturity thereof, or if any judicial proceeding shall be pending with respect to that default. (Section 14.04)

The subordinated indenture defines "senior debt" as the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to us whether or not that claim for post-petition interest is allowed in that proceeding), on Debt (as defined in the subordinated indenture), whether incurred on or prior to the date of the subordinated indenture or thereafter incurred, unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that those obligations are not superior in right of payment to the subordinated debt securities or to the other Debt which is pari passu with, or subordinated to, the subordinated debt securities; provided, however, that senior debt does not include (a) any of our Debt which when incurred and without respect to any election under Section 1111(b) of the Bankruptcy Code was without recourse to us, (b) any of our Debt to any of our subsidiaries, (c) Debt to any of our employees, (d) any liability for taxes, (e) indebtedness or monetary obligations to trade creditors or assumed by us or any of our subsidiaries in the ordinary course of business in connection with the obtaining of goods, materials or services and (f) the subordinated debt securities.

The subordinated indenture places no limitation on the amount of additional senior debt that may be incurred by us. We may from time to time incur additional indebtedness constituting senior debt.

The subordinated indenture provides that the foregoing subordination provisions, insofar as they relate to any particular issue of subordinated debt securities, may be changed prior to that issuance. Any change will be described in the prospectus supplement relating to those subordinated debt securities.

Conversion or Exchange

The debt securities of any series may be convertible or exchangeable into common stock or other securities. The specific terms and conditions on which debt securities of any series may be so converted or exchanged will be set forth in the applicable prospectus supplement. Those terms may include the conversion or exchange price, provisions for conversion or exchange, either mandatory, at the option of the holder, or at our option, and provisions under which the number of shares of common stock or other securities to be received by the holders of debt securities would be calculated as of a time and in the manner stated in the applicable prospectus supplement.

DESCRIPTION OF COMMON STOCK

We are authorized to issue up to 50,000,000 shares of common stock. At February 10, 1999, 31,533,781 shares of our common stock were outstanding. This number of shares outstanding includes shares owned by a trust on our behalf and excludes 742,520 shares of treasury stock.

The following description of our common stock does not purport to be complete. It does not give full effect to the provisions of statutory or common law applicable to securities like our common stock. The description is qualified in its entirety by reference to our certificate of incorporation and by-laws, which have been incorporated by reference as exhibits to the registration statement of which this prospectus is a part.

The amount of dividends we pay in the future will be reviewed periodically by our Board of Directors in light of our earnings, financial condition and capital and other cash requirements. It is the policy of our Board of Directors that we retain an adequate portion of our earnings to support the growth of our business. We cannot assure you that any dividends will be paid.

Most of our operations are conducted through FSA and thus our ability to pay dividends is dependent on FSA's financial condition, results of operations, cash requirements and other related factors. FSA is also subject to restrictions contained in the insurance laws and related regulations of New York and other states.

We will ordinarily be required to withhold United States Federal income taxes in the amount of 30% of any dividends paid to non-United States shareholders who are not subject to United States Federal income taxation, unless a tax treaty between the United States and the country of the shareholder's residence provides for withholding at a reduced rate.

Our common stock is traded on the New York Stock Exchange under the symbol "FSA". The transfer agent for our common stock is The Bank of New York.

DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS

As may be specified in a prospectus supplement, we may issue stock purchase contracts, including contracts obligating holders to purchase from us, and us to sell to the holders, a specified number of shares of our common stock at a future date or dates. The consideration per share of common stock may be fixed at the time the stock purchase contracts are issued or may be determined by a specific reference to a formula set forth in the stock purchase contracts. The stock purchase contracts may be issued separately or as part of units ("stock purchase units") consisting of a stock purchase contract and debt securities, preferred securities or debt obligations of third parties, including U.S. Treasury securities, securing the holders' obligations to purchase our common stock under the stock purchase contracts. The stock purchase contracts may require us to make periodic payments to the holders of the stock purchase units or vice versa, and such payments may be unsecured or prefunded on some basis. The stock purchase contracts may require holders to secure their obligations under the stock purchase contracts in a specified manner.

The applicable prospectus supplement will describe the terms of any stock purchase contracts or stock purchase units and any applicable pledge arrangement. The description in the prospectus supplement will not necessarily be complete and will be qualified in its entirety by reference to the stock purchase contracts, any securities comprising the stock purchase units, and, if applicable, collateral arrangements and depositary arrangements, relating to those stock purchase contracts or stock purchase units.

PLAN OF DISTRIBUTION

We may sell the securities to one or more underwriters for a public offering by them. We may also sell securities to investors directly or through agents or dealers. The supplemental prospectus will include the names of any underwriters, agents or dealers to be used in the distribution.

The securities may be offered and sold at a fixed price or prices, which may be changed from time to time. They may also be offered and sold from time to time at market prices prevailing at the time of sale, at prices related to these prevailing market prices or at negotiated prices. We may also, from time to time, authorize underwriters acting as our agents to offer and sell the securities. A prospectus supplement will include the terms of these arrangements. If securities are sold through an underwritten offering, we will execute an underwriting agreement with an underwriter or underwriters. The prospectus supplement will include the names of the specific managing underwriter or underwriters and other underwriters, and the amount of securities to be underwritten by those underwriters. The prospectus supplement will also have the terms of the transaction, including commissions, discounts and any other compensation of the underwriters and dealers. The underwriters will use this prospectus and the prospectus supplement to sell the securities. The underwriting agreement will provide that the obligations of the underwriters are subject to specified conditions precedent and that the underwriters will be obligated to purchase all the securities if any are purchased.

In connection with the sale of securities, underwriters may be considered to have received compensation from us in the form of underwriting discounts or commissions. They may also receive

commissions from purchasers of securities for whom they may act as agent. Underwriters may sell securities to or through dealers. These dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters, and they may also receive commissions from the purchasers for whom they may act as agent.

The prospectus supplement will set forth any underwriting compensation paid by us to underwriters or agents in connection with the offering of securities, as well as any discounts, concessions or commissions allowed by underwriters to participating dealers. Underwriters, dealers and agents participating in the distribution of the securities may be deemed to be underwriters under the Securities Act. Also any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters, dealers and agents may be entitled under agreements with us to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act, and to reimbursement by us for various expenses.

If we use a dealer in the sale of the securities, we will sell the securities to the dealer, as principal. The dealer may then resell these securities to the public at varying prices to be determined by the dealer at the time of resale. The prospectus supplement will name these dealers and the terms of these arrangements.

We may offer and sell the securities directly to institutional investors or others. These parties may be deemed to be underwriters under the Securities Act with respect to their resales. The prospectus supplement will include the terms of these transactions.

The securities may or may not be listed on a national securities exchange or a foreign securities exchange. The securities may not have an established trading market. No assurances can be given that there will be a market for any of the securities.

Agents, underwriters and dealers may be customers of, engage in transactions with or perform services for, us and our subsidiaries in the ordinary course of business.

LEGAL MATTERS

Certain legal matters with respect to the legality of the securities will be passed upon for us by Bruce E. Stern, Esq., our General Counsel, and for any underwriters or agents by counsel to be named in the prospectus supplement.

EXPERTS

The consolidated financial statements and the related financial statement schedule of Financial Security Assurance Holdings Ltd. and Subsidiaries included or incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 1997 (including the consolidated financial statements of Finacial Security Assurance Inc. and Subsidiaries included as an exhibit thereto), incorporated by reference in this prospectus, have been incorporated by reference herein in reliance on the reports of PricewaterhouseCoopers LLP, given on the authority of that firm as experts in accounting and auditing and incorporated herein by reference.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commissions:

Registration.........................             $ 63,940
Trustee Fees ........................                7,500
Printing ............................               30,000
Accounting Fees .....................               30,000
Legal Fees ..........................               80,000
Rating Agency Fees ..................               60,000
Miscellaneous........................                2,000
                                                  --------
                                                  $273,440

Item 15. Indemnification of Officers and Directors.

Pursuant to the New York Business Corporation Law (the "NYBCL"), we have the power to indemnify certain persons, including our officers and directors, under stated circumstances and subject to certain limitations in connection with services performed in good faith for us.

Under our by-laws, any person made or threatened to be made a party to any civil or criminal action or proceeding by reason of the fact that he or she or his or her testator or intestate is or was our director or officer, or served any other corporation or entity of any type or kind, domestic or foreign, in any capacity, at our request, shall be indemnified against judgments, fines, amounts paid in settlement and reasonable expenses, unless (a) his or her acts were committed in bad faith or were the result of his or her active and deliberate dishonesty and were material to such action or proceedings or (b) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

The indemnification provided in the NYBCL is not exclusive of any other rights to which a director or officer may be entitled, whether contained in the certificate of incorporation or by-laws or, when authorized by the certificate of incorporation or the by-laws, a shareholders' or directors' resolution or an indemnification agreement, except that no indemnification may be made in any case if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

We maintain directors' and officers' liability insurance which insures against liabilities that our directors or officers may incur in such capacities.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

1.1 Form of Underwriting Agreement.*

3.1 Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant's Annual Report on Form 10-K for the year ended December 31, 1994).

3.1(A) Certificate of Amendment of the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1(A) to the registrant's Registration Statement on Form S-1 (No. 33-70230), as such Registration Statement has been amended).

3.2 Amended and Restated By-Laws, as amended and restated on February 14, 1996 (incorporated by reference to Exhibit 5 to registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996).

4.1 Amended and Restated Trust Indenture dated as of February 24, 1999, between the registrant and First Union National Bank, as Trustee.

4.2 Form of Subordinated Indenture.

4.3 Form of senior debt security (contained in Exhibit 4.1).

4.4 Form of subordinated debt security (contained in Exhibit 4.2).

4.5 Form of Purchase Contract Agreement (including as Exhibit A thereto the Form of the Security Certificate).*

5.1 Opinion of Bruce E. Stern, Esq.

12.1 Computation of Ratios of Earnings to Fixed Charges.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of Bruce E. Stern, Esq. (contained in Exhibit 5.1).

24.1 Power of Attorney.

25.1 Statement of Eligibility and Qualification on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Amended and Restated Trust Indenture filed as Exhibit 4.1 to this registration statement.

25.2 Statement of Eligibility and Qualification on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Subordinated Indenture filed as Exhibit 4.2 to this registration statement.*

* To be filed by a report on Form 8-K pursuant to Item 601 of Regulation S-K.

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with the SEC by such registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in said Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(e) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee under subsection (a) of Section 310 of the Trust Indenture Act (the "Act") in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on March 10, 1999.

FINANCIAL SECURITY ASSURANCE HOLDINGS
LTD.

By:          *
    -------------------------------------
    Robert P. Cochran
    President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

    Signature                        Title                           Date
    ---------                        -----                           ----

       *                 Chairman of the Board, Chief           March 10, 1999
-----------------       Executive Officer and Director
Robert P. Cochran       (principal executive officer)

       *                    President and Director              March 10, 1999
-----------------
 Roger K. Taylor

       *                 Executive Vice President and           March 10, 1999
-----------------                  Director
Sean W. McCarthy

       *                   Chief Financial Officer              March 10, 1999
-----------------       (principal financial officer)
John A. Harrison

       *                          Controller                    March 10, 1999
-----------------       (principal accounting officer)
Jeffrey S. Joseph

       *                  Vice Chairman of the Board            March 10, 1999
-----------------                and Director
  John J. Byrne

       *                           Director                     March 10, 1999
-----------------
Robert N. Downey

       *                           Director                     March 10, 1999
-----------------
Anthony M. Frank

       *                           Director                     March 10, 1999
-----------------
   Fudeji Hama

    Signature                        Title                           Date

       *                           Director                     March 10, 1999
------------------
  K. Thomas Kemp

       *                           Director                     March 10, 1999
------------------
 David O. Maxwell

       *                           Director                     March 10, 1999
------------------
James M. Osterhoff

       *                           Director                     March 10, 1999
------------------
  James H. Ozanne

       *                           Director                     March 10, 1999
------------------
  Richard A. Post

       *                           Director                     March 10, 1999
------------------
 Howard M. Zelikow

* Bruce E. Stern, by signing his name hereto, does hereby execute this registration statement on behalf of the directors and officers of Financial Security Assurance Holdings Ltd. indicated above by asterisks, pursuant to powers of attorney duly executed by such directors and officers and filed as Exhibit 24.1 to the registration statement.

By: /s/ Bruce Stern
    ----------------------
    Bruce E. Stern
    Attorney-in-Fact

Exhibit 4.1

AMENDED AND RESTATED TRUST INDENTURE

between

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

and

FIRST UNION NATIONAL BANK,
as Trustee

Dated as of February 24, 1999

CROSS REFERENCE SHEET*

Between provisions of the Trust Indenture Act of 1939 and the Amended and Restated Indenture dated as of February 24, 1999, between Financial Security Assurance Holdings Ltd. and First Union National Bank, as Trustee:

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Section of the Act                                          Section of Indenture
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310(a)                                                              6.09
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310(b)                                                              6.08, 6.10
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310(c)                                                              Inapplicable
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311(a)                                                              6.13
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311(b)                                                              6.13
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311(c)                                                              Inapplicable
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312(a)                                                              4.01
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312(b)                                                              4.02(b)
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312(c)                                                              4.02(c)
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313(a)                                                              4.04(a)
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313(b)                                                              4.04(b)
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313(c)                                                              4.04(b)
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313(d)                                                              4.04(c)
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314(a)                                                              4.03, 3.05
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314(b)                                                              Inapplicable
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314(c)                                                              11.05
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314(d)                                                              Inapplicable
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314(e)                                                              11.05
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314(f)                                                              Inapplicable
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315(a)                                                              6.01
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315(b)                                                              5.11
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315(c)                                                              6.01
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* This Cross Reference Sheet is not part of the Indenture.

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Section of the Act                                          Section of Indenture
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315(d)                                                           6.01
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315(e)                                                           5.12
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316(a)                                                           5.09, 7.04
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316(b)                                                           5.07
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316(c)                                                           7.02
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317(a)                                                           5.02
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317(b)                                                           3.04(a) and (b)
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318(a)                                                           11.07
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                                TABLE OF CONTENTS

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                                                                            ----

                                    ARTICLE I

                                   Definitions

SECTION 1.01.  Certain Terms Defined..........................................1

                                   ARTICLE II

                                   Securities

SECTION 2.01.  Forms Generally................................................6
SECTION 2.02.  Form of Trustee's Certificate of
                      Authentication..........................................6
SECTION 2.03.  Amount Unlimited; Issuable in Series...........................7
SECTION 2.04.  Authentication and Delivery of Debt
                      Securities.............................................10
SECTION 2.05.  Execution of Debt Securities..................................11
SECTION 2.06.  Certificate of Authentication.................................12
SECTION 2.07.  Denomination and Date of Debt Securities;
                      Payments of Interest...................................12
SECTION 2.08.  Registration, Transfer and Exchange...........................13
SECTION 2.09.  Mutilated, Defaced, Destroyed, Lost and
                      Stolen Debt Securities.................................14
SECTION 2.10.  Cancelation of Debt Securities; Destruction
                      Thereof................................................15
SECTION 2.11.  Temporary Debt Securities.....................................16
SECTION 2.12.  Debt Securities Issuable in the Form of a
                      Registered Global Security.............................17

                                   ARTICLE III

                             Covenants of the Issuer

SECTION 3.01.  Payment of Principal and Interest.............................19
SECTION 3.02.  Offices for Payments, etc.....................................19
SECTION 3.03.  Appointment to Fill a Vacancy in Office of
                      Trustee................................................19
SECTION 3.04.  Paying Agents.................................................19
SECTION 3.05.  Written Statement to Trustee..................................21
SECTION 3.06.  Limitations on Liens..........................................21
SECTION 3.07.  Limitations on Disposition of Stock of
                      Restricted Subsidiaries................................21


                                        i

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SECTION 3.08.  Corporate Existence...........................................22
SECTION 3.09.  Waiver of Certain Covenants...................................22

                                   ARTICLE IV

                    Debt Securityholders' Lists and Reports by the
                             Issuer and the Trustee

SECTION 4.01.  Issuer to Furnish Trustee Information as to
                      Names and Addresses of Debt
                      Securityholders........................................22
SECTION 4.02.  Preservation and Disclosure of Debt
                      Securityholders' Lists.................................23
SECTION 4.03.  Reports by the Issuer.........................................25
SECTION 4.04.  Reports by the Trustee........................................26

                                    ARTICLE V

                   Remedies of the Trustee and Debt Securityholders
                               on Event of Default

SECTION 5.01.  Event of Default Defined; Acceleration of
                      Maturity; Waiver of Default............................26
SECTION 5.02.  Collection of Indebtedness by Trustee;
                      Trustee May Prove Debt.................................31
SECTION 5.03.  Application of Proceeds.......................................34
SECTION 5.04.  Suits for Enforcement.........................................35
SECTION 5.05.  Restoration of Rights on Abandonment of
                      Proceedings............................................35
SECTION 5.06.  Limitations on Suits by Debt
                      Securityholders........................................36
SECTION 5.07.  Unconditional Right of Debt Securityholders
                      to Institute Certain Suits.............................36
SECTION 5.08.  Powers and Remedies Cumulative; Delay or
                      Omission Not Waiver of Default.........................37
SECTION 5.09.  Control by Debt Securityholders...............................37
SECTION 5.10.  Waiver of Past Defaults.......................................38
SECTION 5.11.  Trustee to Give Notice of Default, but May
                      Withhold in Certain Circumstances......................39
SECTION 5.12.  Right of Court to Require Filing of
                      Undertaking to Pay Costs...............................39


                                       ii

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                                   ARTICLE VI

                             Concerning the Trustee

SECTION 6.01.  Duties and Responsibilities of the Trustee;
                           During Default; Prior to Default..................40
SECTION 6.02.  Certain Rights of the Trustee.................................41
SECTION 6.03.  Trustee Not Responsible for Recitals,
                      Disposition of Debt Securities or
                      Application of Proceeds Thereof........................43
SECTION 6.04.  Trustee and Agents May Hold Debt Securities;
                      Collections, Etc.......................................43
SECTION 6.05.  Monies Held by Trustee........................................43
SECTION 6.06.  Compensation and Indemnification of Trustee
                      and Its Prior Claim....................................44
SECTION 6.07.  Right of Trustee to Rely on Officers'
                      Certificate, Etc.......................................44
SECTION 6.08.  Qualification of Trustee; Conflicting
                      Interests..............................................45
SECTION 6.09.  Persons Eligible for Appointment as
                      Trustee................................................45
SECTION 6.10.  Resignation and Removal; Appointment of
                      Successor Trustee......................................45
SECTION 6.11.  Acceptance of Appointment by Successor
                      Trustee................................................47
SECTION 6.12.  Merger, Conversion, Consolidation or
                      Succession to Business of Trustee......................49
SECTION 6.13.  Preferential Collection of Claims Against
                      the Issuer.............................................49

                                   ARTICLE VII

                       Concerning the Debt Securityholders

SECTION 7.01.  Evidence of Action Taken by Debt
                      Securityholders........................................50
SECTION 7.02.  Proof of Execution of Instruments And of
                      Holding of Debt Securities.............................50
SECTION 7.03.  Holders to Be Treated as Owners...............................50
SECTION 7.04.  Debt Securities Owned by Issuer Deemed Not
                      Outstanding............................................51


                                       iii

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SECTION 7.05.  Right of Revocation of Action Taken...........................52

                                  ARTICLE VIII

                             Supplemental Indentures

SECTION 8.01.  Supplemental Indentures Without  Consent of
                      Debt Securityholders...................................52
SECTION 8.02.  Supplemental Indentures with Consent of Debt
                      Securityholders........................................54
SECTION 8.03.  Effect of Supplemental Indenture..............................55
SECTION 8.04.  Documents to Be Given to Trustee..............................56
SECTION 8.05.  Notation on Debt Securities in Respect of
                      Supplemental Indentures................................56

                                   ARTICLE IX

                    Consolidation, Merger, Sale or Conveyance

SECTION 9.01.  Covenant Not to Merge, Consolidate, Sell or
                      Convey Property Except under Certain
                      Conditions.............................................56
SECTION 9.02.  Successor Corporation Substituted.............................57
SECTION 9.03.  Opinion of Counsel to Trustee.................................58

                                    ARTICLE X

                    Satisfaction and Discharge of Indenture;
                                Unclaimed Monies

SECTION 10.01. Satisfaction and Discharge of Indenture.......................58
SECTION 10.02. Application by Trustee of Funds Deposited
                      for Payment of Debt Securities.........................59
SECTION 10.03. Repayment of Monies Held by Paying
                      Agent..................................................60
SECTION 10.04. Return of Monies Held by Trustee and Paying
                      Agent Unclaimed for Three Years........................60


                                       iv

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                                   ARTICLE XI

                            Miscellaneous Provisions

SECTION 11.01. Incorporators, Stockholders, Officers and
                      Directors of Issuer Exempt from
                      Individual Liability...................................60
SECTION 11.02. Provisions of Indenture for the Sole Benefit
                      of Parties and Debt Securityholders....................61
SECTION 11.03. Successors and Assigns of Issuer Bound by
                      Indenture..............................................61
SECTION 11.04. Notices and Demands on Issuer, Trustee and
                      Debt Securityholders...................................61
SECTION 11.05. Officers' Certificate and Opinions of
                      Counsel; Statements to Be Contained
                      Therein................................................62
SECTION 11.06. Payments Due on Saturdays, Sundays and
                      Holidays...............................................63
SECTION 11.07. Conflict of Any Provision of Indenture with
                      Trust Indenture Act of 1939............................64
SECTION 11.08. New York Law to Govern........................................64
SECTION 11.09. Counterparts..................................................64
SECTION 11.10. Effect of Headings............................................64

                                   ARTICLE XII

                   Redemption of Debt Securities and Sinking Funds

SECTION 12.01. Applicability of Article......................................64
SECTION 12.02. Notice of Redemption; Partial
                      Redemptions............................................64
SECTION 12.03. Payment of Debt Securities Called for
                      Redemption.............................................66
SECTION 12.04. Exclusion of Certain Debt Securities from
                      Eligibility for Selection for
                      Redemption.............................................67
SECTION 12.05. Mandatory and Optional Sinking Funds..........................67


                                        v

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                                  ARTICLE XIII

                       Defeasance and Covenant Defeasance

SECTION 13.01. Applicability of Article; Issuer's Option to
                      Effect Defeasance or Covenant
                      Defeasance.............................................71
SECTION 13.02. Defeasance and Discharge......................................71
SECTION 13.03. Covenant Defeasance...........................................72
SECTION 13.04. Conditions to Defeasance or Covenant
                      Defeasance.............................................72
SECTION 13.05. Deposited Monies and U.S. Government
                      Obligations to Be Held in Trust; Other
                      Miscellaneous Provisions...............................75
SECTION 13.06. Reinstatement.................................................75

Exhibit 1

AMENDED AND RESTATED TRUST INDENTURE, dated as of February 24, 1999 between Financial Security Assurance Holdings Ltd., a New York corporation (the "Issuer"), and First Union National Bank, a national banking association (the "Trustee").

W I T N E S S E T H :

WHEREAS, the Issuer has duly authorized the issue from time to time of its unsecured debt securities, notes or other evidences of indebtedness to be issued in one or more series (the "Debt Securities") up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture, and to provide, among other things, for the authentication, delivery and administration thereof, the Issuer has duly authorized the execution and delivery of this Indenture; and

WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done;

NOW, THEREFORE, in consideration of the premises and the purchases of the Debt Securities by the holders thereof, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Debt Securities as follows:

ARTICLE I

Definitions

SECTION 1.01. Certain Terms Defined. The following terms (except as otherwise expressly provided or unless the context otherwise clearly requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939 or the definitions of which in the Securities Act of 1933 are referred to in the Trust Indenture Act of 1939, including terms defined therein by reference to the Securities Act of 1933 (except as herein otherwise expressly provided or unless the context otherwise clearly requires), shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of this Indenture. All accounting terms used herein and not

expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles, and the term "generally accepted accounting principles" means such accounting principles as are generally accepted at the time of any computation. The words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular.

"Board of Directors" means either the Board of Directors of the Issuer or any committee of such Board duly authorized to act hereunder.

"Business Day" means, with respect to any Debt Security, a day that in the city (or in any of the cities, if more than one) in which amounts are payable, as specified in the form of such Debt Security, is not a day on which banking institutions are authorized by law or regulation to close.

"Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or if on any date after the execution and delivery of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date.

"Corporate Trust Office" means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered, which office is, at the date as of which this Indenture is dated, located at 230 S. Tryon St., Charlotte, NC 28288.

"Debt Security" or "Debt Securities" has the meaning stated in the first recital of this Indenture, or, as the case may be, Debt Securities that have been authenticated and delivered under this Indenture.

"Depositary" means with respect to any Debt Securities issued in the form of one or more Registered Global Securities, such Person as the Board of Directors may designate and its successors.

"Dollars" shall mean United States Dollars.

"Event of Default" means any event or condition specified as such in
Section 5.01.

"Holder", "Holder of Debt Securities", "Debt Securityholder" or other similar terms mean the registered holder of any Debt Security.

"Indenture" means this instrument as originally executed and delivered or, if amended or supplemented as herein provided, as so amended or supplemented or both, and shall include the forms and terms of particular series of Debt Securities established as contemplated hereunder.

"Interest" means, when used with respect to non-interest bearing Debt Securities, interest payable after maturity.

"Issuer" means Financial Security Assurance Holdings Ltd., a New York corporation, and, subject to Article Nine, its successors and assigns.

"Mortgage" means any mortgage, pledge, lien, security interest or other encumbrance.

"Officers' Certificate" means a certificate signed by the chairman of the Board of Directors or the president or any managing director and by the treasurer or the secretary or any assistant secretary of the Issuer and delivered to the Trustee. Each such certificate shall include the statements provided for in Section 11.05.

"Opinion of Counsel" means an opinion in writing signed by legal counsel who may be an employee of or counsel to the Issuer or who may be other counsel satisfactory to the Trustee. Each such opinion shall include the statements provided for in Section 11.05, if and to the extent required hereby.

"Original Issue Date" of any Debt Security (or portion thereof) means the earlier of (a) the date of such Debt Security or (b) the date of any Debt Security (or portion thereof) for which such Debt Security was issued (directly or indirectly) on registration of transfer, exchange or substitution.

"Original Issue Discount Debt Security" means any Debt Security that provides for an amount less than the principal amount thereof to be due and payable upon a

declaration of acceleration of the maturity thereof pursuant to Section 5.01.

"Outstanding", when used with reference to Debt Securities, subject to the provisions of Section 7.04, means, as of any particular time, all Debt Securities authenticated and delivered by the Trustee under this Indenture, except:

(a) Debt Securities theretofore canceled by the Trustee or delivered to the Trustee for cancelation;

(b) Debt Securities, or portions thereof, for the payment or redemption of which monies in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Issuer) or shall have been set aside, segregated and held in trust by the Issuer for the holders of such Debt Securities (if the Issuer shall act as its own paying agent), provided that if such Debt Securities, or portions thereof, are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as herein provided, or provision satisfactory to the Trustee shall have been made for giving such notice; and

(c) Debt Securities in substitution for which other Debt Securities shall have been authenticated and delivered, or which shall have been paid, pursuant to the terms of Section 2.08, 2.09, 2.11, 2.12 or 12.03 (except with respect to any such Debt Security as to which proof satisfactory to the Trustee is presented that such Debt Security is held by a person in whose hands such Debt Security is a legal, valid and binding obligation of the Issuer).

In determining whether the holders of the requisite principal amount of Outstanding Debt Securities of any or all series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Debt Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 5.01.

"Person" means any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

"Principal" whenever used with reference to the Debt Securities or any Debt Security or any portion thereof, shall be deemed to include "and premium, if any".

"Registered Global Security" means a Debt Security issued to the Depositary in accordance with Article Two and bearing the legend prescribed in
Section 2.12.

"Responsible Officer" when used with respect to the Trustee, means the chairman of the board of directors, any vice chairman of the board of directors, the chairman of the trust committee, the chairman of the executive committee, any vice chairman of the executive committee, the president, any vice president, the cashier, the secretary, the treasurer, any trust officer, any assistant trust officer, any assistant vice president, any assistant cashier, any assistant secretary, any assistant treasurer, or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his knowledge of and familiarity with the particular subject.

"Restricted Subsidiary" means Financial Security Assurance Inc., a New York corporation, and any successor to all or substantially all of its business; provided that such successor is a Subsidiary.

"Subsidiary" means a corporation more than 50% of the outstanding Voting Stock of which is owned, directly or indirectly, by the Issuer or by one or more other Subsidiaries, or by the Issuer and one or more other Subsidiaries.

"Trustee" means the Person identified as "Trustee" in the first paragraph hereof and, subject to the provisions of Article Six, shall also include any successor trustee.

"Trust Indenture Act of 1939" (except as otherwise provided in Sections 8.01 and 8.02) means the Trust Indenture Act of 1939 as in force at the date as of which this Indenture was originally executed.

"Vice President" when used with respect to the Issuer or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title of "vice president".

"Voting Stock" means, with respect to any Subsidiary, stock of any class or classes (or equivalent interests), if the holders of the stock of such class or classes (or equivalent interests) are ordinarily, in the absence of contingencies, entitled to vote for the election of the directors (or Persons performing similar functions) of such Subsidiary, even though the right so to vote has been suspended by the happening of such a contingency.

"Yield to Maturity" means the yield to maturity on a series of Debt Securities, calculated at the time of issuance of such series, or, if applicable, at the most recent redetermination of interest on such series, as calculated in accordance with accepted financial practice.

ARTICLE II

Securities

SECTION 2.01. Forms Generally. The Debt Securities of each series shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or authorized in accordance with a resolution of the Board of Directors or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Debt Securities, as evidenced by their execution of the Debt Securities.

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

SECTION 2.02. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication

on all Debt Securities shall be in substantially the following form:

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

FIRST UNION NATIONAL BANK, as Trustee

by _____________________________________
Authorized Officer

SECTION 2.03. Amount Unlimited; Issuable in Series. The aggregate principal amount of Debt Securities which may be authenticated and delivered under this Indenture is unlimited.

The Debt Securities may be issued in one or more series. There shall be established in or in accordance with a resolution of the Board of Directors and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Debt Securities of any series:

(1) the title of the Debt Securities of the series (which shall distinguish the Debt Securities of the series from the Debt Securities of any other series and from any other securities issued by the Issuer);

(2) any limit upon the aggregate principal amount of the Debt Securities of the series that may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the series pursuant to Section 2.08, 2.09, 2.11, 2.12 or 12.03);

(3) the date or dates on which the principal of the Debt Securities of the series is payable;

(4) the rate or rates at which the Debt Securities of the series shall bear interest, if any, or the method by which such rate shall be determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable, the right, if any, of the Issuer to defer or extend an interest payment date, and the record dates for the determination of Holders to whom interest is payable;

(5) the place or places where the principal and any interest on Debt Securities of the series shall be payable (if other than as provided in
Section 3.02);

(6) the price or prices at which, the period or periods within which and the terms and conditions upon which Debt Securities of the series may be redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise;

(7) the obligation, if any, of the Issuer to redeem, purchase or repay Debt Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which, the currency or currencies (including currency unit or units) in which, and the terms and conditions upon which Debt Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

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

(9) if other than Dollars, the currency or currencies (including currency unit or units) in which the principal of (and premium, if any) and interest, if any, on the Debt Securities of the series shall be payable, or in which the Debt Securities of the series shall be denominated;

(10) whether the Securities of the series shall be issued in whole or in part in the form of one or more Registered Global Securities and, in such case, the Depositary with respect to such Registered Global Security or Securities and the circumstances under which any such Registered Global Security may be registered for transfer or exchange, or authenticated and delivered, in the name of a Person other than such Depositary or its nominee, if other than as set forth in Section 2.12;

(11) the additions, modifications or deletions, if any, in the Events of Default or covenants of the Issuer set forth herein with respect to the Debt Securities of such series.

(12) if other than the principal amount thereof, the portion of the principal amount of Debt Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to
Section 5.01 or provable in bankruptcy pursuant to Section 5.02;

(13) if the amount of payments of principal of (or premium, if any) or interest, if any, on the Debt Securities of the series may be determined by reference to an index, formula or other method, including, without limitation, such method based on (i) currency, currencies or currency units other than that in which the Debt Securities of such series are payable, (ii) changes in the price of one or more other securities or groups or indices of securities or (iii) changes in the prices of one or more commodities or groups or indices of commodities or any combination of the foregoing, the manner in which such amounts shall be determined and any commodities, currencies, currency units or indices, value, rate or price relevant to such determination;

(14) the application, if any, of Section 13.02 or Section 13.03 to the Debt Securities of any series;

(15) the relative degree, if any, to which the Debt Securities of the series shall be senior to or be subordinated to other series of Debt Securities in right of payment, whether such other series of Debt Securities are Outstanding or not;

(16) the terms of any right to convert or exchange Debt Securities of the series into or for other securities or property, including (i) the conversion of or exchange price, (ii) the conversion or exchange period,
(iii) provisions as to whether conversion or exchange will be at the option of the Holder or the Issuer and (iv) the events requiring an adjustment to the conversion or exchange price;

(17) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture); and

(18) any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Debt Securities of such series.

All Debt Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such resolution of the Board of Directors or in any such indenture supplemental hereto.

SECTION 2.04. Authentication and Delivery of Debt Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Debt Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Debt Securities to or upon the written order of the Issuer, signed by both (a) the chairman of its Board of Directors, or any vice chairman of its Board of Directors, or its president or any managing director and (b) by its treasurer or any assistant treasurer or its secretary or any assistant secretary, without any further action by the Issuer. In authenticating such Debt Securities, and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon:

(1) a certified copy of any resolution or resolutions of the Board of Directors authorizing the action taken pursuant to the resolution or resolutions delivered under clause (2) below;

(2) a copy of any resolution or resolutions of the Board of Directors relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer;

(3) an executed supplemental indenture, if any;

(4) an Officers' Certificate setting forth the form and terms of the Debt Securities as required pursuant to Sections 2.01 and 2.03, respectively and prepared in accordance with Section 11.05;

(5) an Opinion of Counsel, prepared in accordance with Section 11.05, which shall state:

(A) that the form or forms and terms of such Debt Securities have been established by or in accordance with a resolution of the Board of Directors or by a supplemental indenture as

permitted by Sections 2.01 and 2.03 in conformity with the provisions of this Indenture;

(B) that such Debt Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer;

(C) that all laws and requirements in respect of the execution and delivery by the Issuer of the Debt Securities have been complied with; and

(D) such other matters as the Trustee may reasonably request.

The Trustee shall have the right to decline to authenticate and deliver any Debt Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders.

SECTION 2.05. Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Issuer by both (a) the chairman of its Board of Directors or any vice chairman of its Board of Directors or its president or any managing director and (b) its treasurer or any assistant treasurer or its secretary or any assistant secretary, under its corporate seal which may, but need not, be attested. Such signatures may be the manual or facsimile signatures of any such officers. The seal of the Issuer may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Debt Security that has been duly authenticated and delivered by the Trustee.

the Issuer, such Debt Security nevertheless may be authenticated and delivered or disposed of as though the person who signed such Debt Security had not ceased to be such officer of the Issuer; and any Debt Security may be signed on behalf of the Issuer by such persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the Issuer, although at the date of the execution and delivery of this Indenture any such person was not such an officer.

SECTION 2.06. Certificate of Authentication. Each Debt Security shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed by the Trustee by the manual signature of one of its authorized officers, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Debt Security executed by the Issuer shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture.

SECTION 2.07. Denomination and Date of Debt Securities; Payments of Interest. The Debt Securities shall be issuable as registered debt securities without coupons and in denominations as shall be specified as contemplated by
Section 2.03. In the absence of any such specification with respect to the Debt Securities of any series, the Debt Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. The Debt Securities shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plan as the officers of the Issuer executing the same may determine with the approval of the Trustee as evidenced by the execution and authentication thereof.

Each Debt Security shall be dated the date of its authentication, shall bear interest, if any, from such date and shall be payable on the dates, in each case, which shall be specified as contemplated by Section 2.03.

the Issuer shall default in the payment of the interest due on such interest payment date for such series, in which case such defaulted interest shall be paid to the persons in whose names outstanding Debt Securities for such series are registered at the close of business on a subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interest) established by notice given by mail by or on behalf of the Issuer to the holders of Debt Securities not less than 15 days preceding such subsequent record date. The term "record date" as used with respect to any interest payment date (except a date for payment of defaulted interest) shall mean the date specified as such in the terms of the Debt Securities of any particular series, or, if no such date is so specified, if such interest payment date is the first day of a calendar month, the fifteenth day of the next preceding calendar month or, if such interest payment date is the fifteenth day of a calendar month, the first day of such calendar month, whether or not such record date is a Business Day.

SECTION 2.08. Registration, Transfer and Exchange. The Issuer will keep at each office or agency to be maintained for the purpose as provided in
Section 3.02 a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Debt Securities as provided in this Article. Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection by the Trustee.

Subject to Section 2.12, upon due presentation for registration of transfer of any Debt Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.02, the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Debt Security or Debt Securities of the same series in authorized denominations for a like aggregate principal amount.

the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor the Debt Security or Debt Securities of the same series which the Debt Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding.

All Debt Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder or his attorney duly authorized in writing.

The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Debt Securities. No service charge shall be made for any such transaction.

The Issuer shall not be required to exchange or register a transfer of (a) any Debt Securities of any series for a period of 15 days next preceding the first mailing of notice of redemption of Debt Securities of such series to be redeemed, or (b) any Debt Securities selected, called or being called for redemption except, in the case of any Debt Security where public notice has been given that such Debt Security is to be redeemed in part, the portion thereof not so to be redeemed. All Debt Securities issued upon any transfer or exchange of Debt Securities shall be valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Debt Securities surrendered upon such transfer or exchange.

SECTION 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen Debt Securities. In case any temporary or definitive Debt Security of any series shall become mutilated, defaced or be destroyed, lost or stolen, the Issuer in its sole discretion may execute, and upon the written request of any officer of the Issuer, the Trustee shall authenticate and deliver, a new Debt Security of the same series, bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Debt Security, or in lieu of and substitution for the Debt Security so destroyed, lost or stolen. In every case the applicant for a substitute Debt Security shall furnish to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such security or indemnity as may be required by them to indemnify and defend and to save each

of them harmless and, in every case of destruction, loss or theft, evidence to their satisfaction of the destruction, loss or theft of such Debt Security and of the ownership thereof.

Upon the issuance of any substitute Debt Security, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. In case any Debt Security which has matured or is about to mature or has been called for redemption in full shall become mutilated or defaced or be destroyed, lost or stolen, the Issuer may instead of issuing a substitute Debt Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated or defaced Debt Security), if the applicant for such payment shall furnish to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such security or indemnity as any of them may require to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee evidence to their satisfaction of the destruction, loss or theft of such Debt Security and of the ownership thereof.

Every substitute Debt Security of any series issued pursuant to the provisions of this Section by virtue of the fact that any such Debt Security is destroyed, lost or stolen shall constitute an additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Debt Security shall be at any time enforceable by anyone and shall be entitled to all the benefits of (but shall be subject to all the limitations of rights set forth in) this Indenture equally and proportionately with any and all other Debt Securities of such series duly authenticated and delivered hereunder. All Debt Securities shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, defaced or destroyed, lost or stolen Debt Securities and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

SECTION 2.10. Cancelation of Debt Securities; Destruction Thereof. All Debt Securities surrendered for

payment, redemption, registration of transfer, for conversion or exchange, or for credit against any payment in respect of a sinking or analogous fund, if surrendered to the Issuer or any agent of the Issuer or the Trustee, shall be delivered to the Trustee for cancelation or, if surrendered to the Trustee, shall be canceled by it; and no Debt Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall destroy canceled Debt Securities held by it and deliver a certificate of destruction to the Issuer. If the Issuer shall acquire any of the Debt Securities, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Debt Securities unless and until the same are delivered to the Trustee for cancelation.

SECTION 2.11. Temporary Debt Securities. Pending the preparation of definitive Debt Securities for any series, the Issuer may execute and the Trustee shall authenticate and deliver temporary Debt Securities for such series (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Trustee). Temporary Debt Securities of any series shall be issuable as registered Debt Securities without coupons, of any authorized denomination, and substantially in the form of the definitive Debt Securities of such series but with such omissions, insertions and variations as may be appropriate for temporary Debt Securities, all as may be determined by the Issuer with the concurrence of the Trustee. Temporary Debt Securities may contain such reference to any provisions of this Indenture as may be appropriate. Every temporary Debt Security shall be executed by the Issuer and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Debt Securities. Without unreasonable delay the Issuer shall execute and shall furnish definitive Debt Securities of such series and thereupon temporary Debt Securities of such series may be surrendered in exchange therefor without charge at each office or agency to be maintained by the Issuer for that purpose pursuant to Section 3.02, and the Trustee shall authenticate and deliver in exchange for such temporary Debt Securities of such series a like aggregate principal amount of definitive Debt Securities of the same series of authorized denominations. Until so exchanged, the temporary Debt Securities of any series shall be entitled to the same benefits under this Indenture as definitive Debt Securities of such series.

SECTION 2.12. Debt Securities Issuable in the Form of a Registered Global Security. (a) If the Issuer shall establish pursuant to Section 2.03 that the Debt Securities of a series are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Article Two, authenticate and deliver, one or more Registered Global Securities which (i) shall represent, and shall be denominated in an amount equal to, the aggregate principal amount of all of the Debt Securities of such series, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction, and (iv) shall bear a legend substantially to the following effect: "Except as otherwise provided in
Section 2.12 of the Indenture, this Registered Global Security may be transferred, in whole but not in part, by the Depositary to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. Unless this Registered Global Security is presented by an authorized representative of the Depositary to the Issuer or its agent for registration of transfer, exchange or payment, and, in the case of any transfer or exchange, any Registered Global Security issued in exchange therefor is registered in the name of the Depositary or such other name as requested by an authorized representative of the Depositary and, in the case of any payment, such payment is made to the Depositary or the Depositary's nominee, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof has an interest herein."

(b) Notwithstanding any other provision of this Section 2.12 or of
Section 2.08, the Registered Global Securities may be transferred, in whole but not in part and in the manner provided in Section 2.08, by the Depositary to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary selected or approved by the Issuer or to a nominee of such successor Depositary.

(c) The Depositary shall be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation.

(d) If at any time the Depositary notifies the Issuer that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be eligible under paragraph (c) of this Section 2.12, and a successor Depositary is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such condition, as the case may be, this Section 2.12 shall no longer be applicable to the Debt Securities of such series and the Issuer will execute, and the Trustee will authenticate and deliver, Debt Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Registered Global Securities of such series then outstanding in exchange for such Registered Global Securities. In addition, the Issuer may at any time and in its sole discretion determine that the Debt Securities of any series shall no longer be represented by Registered Global Securities and that the provisions of this
Section 2.12 shall no longer apply to the Debt Securities of such series. In such event the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Issuer, will authenticate and deliver, Debt Securities of such series in definitive registered form without coupons, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Registered Global Securities of such series then outstanding in exchange for such Registered Global Securities. Upon the exchange of the Registered Global Securities for such Debt Securities in definitive registered form without coupons, in authorized denominations, such Registered Global Securities shall be canceled by the Trustee. Such Debt Securities in definitive registered form issued in exchange for the Registered Global Securities pursuant to this Section 2.12(d) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debt Securities to the Persons in whose names such Debt Securities are so registered.

(e) As long as the Outstanding Debt Securities of any series are represented by one or more Registered Global Securities, the Issuer shall pay or cause to be paid the principal of, and interest on, such Registered Global Securities to the registered holders thereof, or to such Persons as the registered holders thereof may designate, by

wire transfer of immediately available funds on the date such payments are due.

ARTICLE III

Covenants of the Issuer

SECTION 3.01. Payment of Principal and Interest. The Issuer will duly and punctually pay or cause to be paid the principal of, and interest on, the Debt Securities of each series at the place or places, at the respective times and in the manner provided in such Debt Securities. Subject to Section 2.12(e), each instalment of interest on the Debt Securities of any series may be paid by mailing checks for such interest payable to or upon the written order of the holders of Debt Securities entitled thereto as they shall appear on the registry books of the Issuer.

SECTION 3.02. Offices for Payments, etc. So long as any of the Debt Securities remain outstanding, the Issuer will maintain in the Borough of Manhattan, the City of New York, the following for each series: an office or agency (a) where the Debt Securities may be presented for payment, (b) where the Debt Securities may be presented for registration of transfer and for exchange as in this Indenture provided and (c) where notices and demands to or upon the Issuer in respect of the Debt Securities or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Trustee's office at 40 Broad Street, Suite 550, New York, NY 10004, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office.

SECTION 3.03. Appointment to Fill a Vacancy in Office of Trustee. The Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so that there shall at all times be a Trustee with respect to each series of Debt Securities hereunder.

SECTION 3.04. Paying Agents. Whenever the Issuer shall appoint a paying agent other than the Trustee with

respect to the Debt Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section:

(a) that it will hold all sums received by it as such agent for the payment of the principal of or interest on the Debt Securities of such series (whether such sums have been paid to it by the Issuer or by any other obligor on the Debt Securities of such series) in trust for the benefit of the holders of the Debt Securities of such series or of the Trustee; and

(b) that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Debt Securities of such series) to make any payment of the principal of or interest on the Debt Securities of such series when the same shall be due and payable.

The Issuer will, on or prior to each due date of the principal of or interest on the Debt Securities of such series, deposit with the paying agent a sum sufficient to pay such principal or interest so becoming due, and (unless such paying agent is the Trustee) the Issuer will promptly notify the Trustee of any failure to take such action.

If the Issuer shall act as its own paying agent with respect to the Debt Securities of any series, it will, on or before each due date of the principal of or interest on the Debt Securities of such series, set aside, segregate and hold in trust for the benefit of the holders of the Debt Securities of such series a sum sufficient to pay such principal or interest so becoming due. The Issuer will promptly notify the Trustee of any failure to take such action.

Anything in this Section to the contrary notwithstanding, the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Debt Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Issuer or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such monies.

Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Sections 10.03 and 10.04.

SECTION 3.05. Written Statement to Trustee. The Issuer will deliver to the Trustee on or before May 1 in each year (beginning with May 1, 1999) a written statement, signed by two of its officers (one of whom shall be the principal executive officer, principal financial officer or principal accounting officer of the Issuer) as to their knowledge of the Issuer's compliance with all conditions and covenants under this Indenture (such compliance to be determined without regard to any period of grace or requirement of notice under this Indenture) and stating that in the course of the performance of their duties as officers of the Issuer they would normally have knowledge of any default by the Issuer in the performance or fulfillment of any covenant, agreement or condition contained in this Indenture, stating whether or not they have knowledge of any such default and, if so, specifying each such default of which the signers have knowledge and the nature thereof. This written statement need not comply with
Section 11.05.

SECTION 3.06. Limitations on Liens. So long as Debt Securities are outstanding, the Issuer will not, and will not permit any Subsidiary to, directly or indirectly, create, issue, assume, incur or guarantee any indebtedness for borrowed money which is secured by a Mortgage of any nature on any of the present or future capital stock of any Restricted Subsidiary (or any company, other than the Issuer, having direct or indirect control of any Restricted Subsidiary) unless the Debt Securities then Outstanding and, if the Issuer so elects, any other indebtedness of the Issuer ranking at least pari passu with the Debt Securities, shall be secured equally and ratably with, or prior to, such other secured debt so long as it is outstanding.

SECTION 3.07. Limitations on Disposition of Stock of Restricted Subsidiaries. So long as Debt Securities are outstanding, the Issuer will not, and will not permit any Subsidiary to, sell, transfer or otherwise dispose of any shares of capital stock of any Restricted Subsidiary except for:

(a) a sale, transfer or other disposition of any capital stock of any Restricted Subsidiary to a wholly owned Subsidiary of the Issuer or such Subsidiary;

(b) a sale, transfer or other disposition of the entire capital stock of any Restricted Subsidiary for at least fair value (as determined by the Board of Directors of the Issuer acting in good faith); or

(c) a sale, transfer or other disposition of the capital stock of any Restricted Subsidiary for at least fair value (as determined by the Board of Directors of the Issuer acting in good faith) if, after giving effect thereto, the Issuer and its Subsidiaries would own more than 80% of the issued and outstanding Voting Stock of such Restricted Subsidiary.

SECTION 3.08. Corporate Existence. The Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

SECTION 3.09. Waiver of Certain Covenants. The Issuer may omit in respect of the Debt Securities, in any particular instance, to comply with any covenants or conditions set forth in Sections 3.06, 3.07 and 3.08, if before or after the time for such compliance the Holders of at least a majority in aggregate principal amount of the Outstanding Debt Securities of all series (voting as a class) either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent expressly waived, and, until such waiver shall become effective, the obligations of the Issuer and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect.

ARTICLE IV

Debt Securityholders' Lists and Reports by the
Issuer and the Trustee

SECTION 4.01. Issuer to Furnish Trustee Information as to Names and Addresses of Debt Securityholders. (a) The Issuer covenants and agrees that it will furnish or cause to be furnished to the Trustee a list in such form as the Trustee may reasonably require of the names and addresses of the holders of the Debt Securities of each series:

(i) semiannually and not more than 15 days after each record date for the payment of interest on such Debt Securities, as hereinabove specified, as of such

record date and on dates to be determined pursuant to Section 2.03 for non-interest bearing securities in each year; and

(ii) at such other times as the Trustee may request in writing, within 30 days after receipt by the Issuer of any such request as of a date not more than 15 days prior to the time such information is furnished, provided that if and so long as the Trustee shall be the Debt Security registrar for such series, such list shall not be required to be furnished.

(b) The Issuer hereby appoints the Trustee as Debt Security Registrar and the Trustee hereby consents to such appointment for each series of Debt Securities to be issued hereunder.

SECTION 4.02. Preservation and Disclosure of Debt Securityholders' Lists. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the holders of each series of Debt Securities contained in the most recent list furnished to it as provided in Section 4.01 or maintained by the Trustee in its capacity as Debt Security registrar for such series, if so acting. The Trustee may destroy any list furnished to it as provided in Section 4.01 upon receipt of a new list so furnished.

(b) In case three or more holders of Debt Securities (hereinafter referred to as "applicants") apply in writing to the Trustee and furnish to the Trustee reasonable proof that each such applicant has owned a Debt Security for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other holders of Debt Securities of a particular series (in which case the applicants must all hold Debt Securities of such series) or with Holders of all Debt Securities with respect to their rights under this Indenture or under such Debt Securities and such application is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shall, within five business days after the receipt of such application, at its election, either:

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

(ii) inform such applicants as to the approximate number of holders of Debt Securities of such series or all Debt Securities, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee, in accordance with the provisions of subsection (a) of this Section, and as to the approximate cost of mailing to such Debt Securityholders the form of proxy or other communication, if any, specified in such application.

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

the names and addresses of the holders of Debt Securities in accordance with the provisions of subsection (b) of this Section, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under such subsection (b).

SECTION 4.03. Reports by the Issuer. The Issuer covenants:

(a) to file with the Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, but if the Issuer is not required to file information, documents, or reports pursuant to either of such Sections, then to file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents, and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934, or in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

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

(c) to transmit by mail to the holders of Debt Securities, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Issuer pursuant to subsections (a) and (b) of this Section as may be required to be transmitted to such Holders by rules and regulations prescribed from time to time by the Commission.

SECTION 4.04. Reports by the Trustee. (a) Within 60 days after May 1 of each year (beginning with May 1, 1999) the Trustee shall transmit to the Debt Securityholders, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act of 1939, a brief report dated as of such May 1 if required by Section 313(a) of the Trust Indenture Act of 1939.

(b) The Trustee shall comply with Sections 313(b) and 313(c) of the Trust Indenture Act of 1939.

(c) A copy of each such report shall, at the time of such transmission to Debt Securityholders, be furnished to the Issuer and be filed by the Trustee with each stock exchange upon which the Debt Securities of any applicable series are listed and also with the Commission. The Issuer agrees to notify the Trustee with respect to any series when and as the Debt Securities of such series become admitted to trading on any national securities exchange.

ARTICLE V

Remedies of the Trustee and Debt Securityholders on Event of Default

SECTION 5.01. Event of Default Defined; Acceleration of Maturity; Waiver of Default. "Event of Default" with respect to Debt Securities of any series wherever used herein, means any one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) default in the payment of any instalment of interest upon any of the Debt Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or

(b) default in the payment of all or any part of the principal on any of the Debt Securities of such series as and when the same shall become due and payable either at maturity, upon any redemption, by declaration or otherwise; or

(c) default in the payment of any sinking fund instalment as and when the same shall become due and payable by the terms of the Debt Securities of such series; or

(d) default in the performance, or breach, of any covenant or warranty of the Issuer in respect of the Debt Securities of such series (other than a covenant or warranty in respect of the Debt Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or

(e) failure by the Issuer to make any payment at maturity, including any applicable grace period, in respect of indebtedness, which term as used herein means obligations (other than the Debt Securities of such series or non-recourse obligations) of, or guaranteed or assumed by, the Issuer for borrowed monies or evidenced by bonds, debentures, notes or other similar instruments ("Indebtedness"), in an amount in excess of $10,000,000 or the equivalent thereof in any other currency or composite currency and such failure shall have continued for a period of 10 days after written notice thereof shall have been given by registered or certified mail, return receipt requested, to the Issuer by the Trustee, or to the Issuer and the Trustee by the holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities (treated as one class) and stating that such notice is a "Notice of Default" hereunder; or

requested, to the Issuer by the Trustee, or to the Issuer and the Trustee by the holders of not less than 25% in aggregate principal amount of the outstanding Debt Securities (treated as one class) and stating that such notice is a "Notice of Default" hereunder; or

(g) entry by a court having jurisdiction in the premises of a decree or order for relief in respect of the Issuer or any Restricted Subsidiary in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law if not dismissed within 30 days; or

(h) commencement by the Issuer or any Restricted Subsidiary of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law; or

(i) any other Event of Default provided in the supplemental indenture or resolution of the Board of Directors under which such series of Debt Securities is issued or in the form of Debt Security for such series.

the principal of all of the Debt Securities of such series shall have already become due and payable, either the Trustee or the holders of not less than 25% of the aggregate principal amount of the Debt Securities of all such affected series then outstanding hereunder (voting as a single class) by notice in writing to the Issuer (and to the Trustee if given by Debt Securityholders), may declare the entire principal (or, if the Debt Securities of any such series are Original Issue Discount Debt Securities, such portion of the principal amount as may be specified in the terms of such series) of all Debt Securities of all such affected series and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If an Event of Default described in clause (d) (if the Event of Default under clause (d) is with respect to all series of Debt Securities then outstanding), (e), (f), (g) or (h) occurs and is continuing, then and in each and every such case, unless the principal of all the Debt Securities shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of all the Debt Securities then Outstanding hereunder (treated as one class), by notice in writing to the Issuer (and to the Trustee if given by Debt Securityholders), may declare the entire principal (or, if any Debt Securities are Original Issue Discount Debt Securities, such portion of the principal as may be specified in the terms thereof) of all the Debt Securities then outstanding and interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.

is enforceable under applicable law, on overdue instalments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Debt Securities) specified in the Debt Securities of such series (or at the respective rates of interest or Yields to Maturity of all the Debt Securities, as the case may be) to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of negligence or bad faith, and if any and all Events of Default under the Indenture, other than the non-payment of the principal of Debt Securities which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein -- then and in every such case (1) with respect to an Event of Default described in clauses (a), (b) and (c) above, the holders of a majority in aggregate principal amount of the Debt Securities of such series, voting as a separate class, then outstanding, by written notice to the Issuer and to the Trustee, may waive all defaults with respect to such series and rescind and annul such declaration and its consequences, (2) with respect to an Event of Default described in clause (d) above (if such Event of Default is with respect to less than all series of Debt Securities then Outstanding) or clause (i) above (unless otherwise provided in the supplemental indenture or resolution of the Board of Directors under which such series of Debt Securities is issued or in the form of Debt Security for such series), the holders of a majority in aggregate principal amount of the Debt Securities of all such affected series (voting as a single class) then Outstanding, by written notice to the Issuer and to the Trustee, may waive all such defaults with respect to all such affected series and rescind and annul such declaration and its consequences and (3) with respect to an Event of Default described in clauses (d) (if such Event of Default is with respect to all Series of Debt Securities then Outstanding), (e),
(f), (g) and (h), the holders of a majority in aggregate principal amount of the Debt Securities of all series (voting as a single class) then Outstanding by written notice to the Issuer and to the Trustee, may waive all such defaults with respect to all the Debt Securities then Outstanding and rescind and annul such declaration and its consequences. No such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.

For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Debt Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Debt Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Debt Securities.

SECTION 5.02. Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any instalment of interest on any of the Debt Securities of any series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Debt Securities of any series when the same shall have become due and payable, whether upon maturity of the Debt Securities of such series or upon any redemption or by declaration or otherwise--then upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Debt Securities of such series the whole amount that then shall have become due and payable on all Debt Securities of such series for principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Debt Securities) specified in the Debt Securities of such series); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of its negligence or bad faith.

Until such demand is made by the Trustee, the Issuer may pay the principal of and interest on the Debt Securities of any series to the registered holders, whether

or not the principal of and interest on the Debt Securities of such series be overdue.

In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or other obligor upon such Debt Securities and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Debt Securities, wherever situated, the monies adjudged or decreed to be payable.

In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Debt Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Debt Securities of any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Debt Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:

(a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Debt Securities of any series are Original Issue Discount Debt Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Debt Securities of any series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee,

except as a result of negligence or bad faith) and of the Debt Securityholders allowed in any judicial proceedings relative to the Issuer or other obligor upon the Debt Securities of any series, or to the creditors or property of the Issuer or such other obligor;

(b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Debt Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings; and

(c) to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Debt Securityholders and of the Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Debt Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Debt Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith and all other amounts due to the Trustee or any predecessor Trustee pursuant to
Section 6.06.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Debt Securityholder any plan or reorganization, arrangement, adjustment or composition affecting the Debt Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Debt Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person.

All rights of action and of asserting claims under this Indenture, or under any of the Debt Securities, may be enforced by the Trustee without the possession of any of the

Debt Securities or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Debt Securities in respect of which such action was taken.

In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the Debt Securities in respect to which such action was taken, and it shall not be necessary to make any holders of such Debt Securities parties to any such proceedings.

SECTION 5.03. Application of Proceeds. Any monies collected by the Trustee pursuant to this Article in respect of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such monies on account of principal or interest, upon presentation of the several Debt Securities in respect of which monies have been collected and stamping (or otherwise noting) thereon the payment, or issuing Debt Securities of such series in reduced principal amounts in exchange for the presented Debt Securities of like series if only partially paid, or upon surrender thereof if fully paid:

FIRST: To the payment of costs and expenses applicable to such series in respect of which monies have been collected, including reasonable compensation to the Trustee and each predecessor Trustee and their respective agents and attorneys and of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith, and all other amounts due to the Trustee or any predecessor Trustee pursuant to Section 6.06;

the maturity of the instalments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue instalments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Debt Securities) specified in such Debt Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference;

THIRD: In case the principal of the Debt Securities of such series in respect of which monies have been collected shall have become and shall be then due and payable, to the payment of the whole amount then owing and unpaid upon all the Debt Securities of such series for principal and interest, with interest upon the overdue principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity in the case of Original Issue Discount Debt Securities) specified in the Debt Securities of such series; and in case such monies shall be insufficient to pay in full the whole amount so due and unpaid upon the Debt Securities of such series, then to the payment of such principal and interest or yield to maturity, without preference or priority of principal over interest or yield to maturity, or of interest or yield to maturity over principal, or of any instalment of interest over any other instalment of interest, or of any Debt Security of such series over any other Debt Security of such series, ratably to the aggregate of such principal and accrued and unpaid interest or yield to maturity; and

FOURTH: To the payment of the remainder, if any, to the Issuer or any other person lawfully entitled thereto.

SECTION 5.04. Suits for Enforcement. In case an Event of Default has occurred, has not been waived and is continuing, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture or to

enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

SECTION 5.05. Restoration of Rights on Abandonment of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every such case the Issuer and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Trustee and the Debt Securityholders shall continue as though no such proceedings had been taken.

SECTION 5.06. Limitations on Suits by Debt Securityholders. No holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debt Securities of such series then outstanding shall have made written request upon the Trustee to institute such action or proceedings in its own name as trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 5.09; it being understood and intended, and being expressly covenanted by the taker and Holder of every Debt Security with every other taker and Holder and the Trustee, that no one or more Holders of Debt Securities of any series shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holder of Debt Securities, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Debt Securities of the

applicable series. For the protection and enforcement of the provisions of this Section, each and every Debt Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

SECTION 5.07. Unconditional Right of Debt Securityholders to Institute Certain Suits. Notwithstanding any other provision in this Indenture and any provision of any Debt Security, the right of any Holder of any Debt Security to receive payment of the principal of and interest on such Debt Security on or after the respective due dates expressed in such Debt Security, or to institute suit for the enforcement of any such payment on or after such respective dates shall not be impaired or affected without the consent of such Holder.

SECTION 5.08. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. Except as provided in Section 5.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Debt Securityholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

No delay or omission of the Trustee or of any Debt Securityholder to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and, subject to Section 5.06, every power and remedy given by this Indenture or by law to the Trustee or to the Debt Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Debt Securityholders.

otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Sections 6.01 and 6.02) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or responsible officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Debt Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Sections 6.01 and 6.02) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders.

Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Debt Securityholders.

SECTION 5.10. Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Debt Securities of any series as provided in Section 5.01, the Holders of a majority in aggregate principal amount of the Debt Securities of such series at the time Outstanding may on behalf of the Holders of all the Debt Securities of such series waive any past default or Event of Default described in clause (c) of Section 5.01 (or, in the case of an Event of Default specified in clause (d) of Section 5.01 which relates to less than all series of Debt Securities then Outstanding, the Holders of a majority in aggregate principal amount of the Debt Securities then Outstanding affected thereby (voting as single class)) or in clause (i) of
Section 5.01 (unless otherwise provided in the supplemental indenture or resolution of the Board of Directors under which such series of Debt Securities is issued or in the form of Debt Security for such series) may waive any such default or Event of Default, or, in the case of an Event of Default specified in clause (d) (if the Event of Default under clause (d) relates to all series of Debt Securities then outstanding), (e), (f), (g) or (h) of Section 5.01 the Holders of Debt Securities of a majority in principal amount of all the Debt Securities then Outstanding (voting as one class) may waive any such default or Event of

Default, and its consequences, except a default in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Debt Security affected. In the case of any such waiver, the Issuer, the Trustee and the Holders of the Debt Securities of such series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Upon any such waiver, such default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured, and not to have occurred for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

SECTION 5.11. Trustee to Give Notice of Default, but May Withhold in Certain Circumstances. The Trustee shall transmit to the Debt Securityholders of any series, as the names and addresses of such Holders appear on the registry books, notice by mail of all defaults which have occurred with respect to such series, such notice to be transmitted within 90 days after the occurrence thereof, unless such defaults shall have been cured before the giving of such notice (the term "default" or "defaults" for the purposes of this Section being hereby defined to mean any event or condition which is, or with notice or lapse of time or both would become, an Event of Default); provided that, except in the case of default in the payment of the principal of or interest on any of the Debt Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee, or a trust committee of directors or trustees and/or responsible officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Debt Securityholders of such series.

discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Debt Securityholder or group of Debt Securityholders of any series holding in the aggregate more than 10% in aggregate principal amount of the Debt Securities of such series, or, in the case of any suit relating to or arising under clause (d) of Section 5.01 (if the suit relates to Debt Securities of more than one but less than all series) or under clause (i) of Section 5.01 (unless otherwise provided in the supplemental indenture or resolution of the Board of Directors under which such series of Debt Securities is issued or in the form of Debt Security for such series), 10% in aggregate principal amount of Debt Securities outstanding affected thereby, or in the case of any suit relating to or arising under clause (d) (if the suit under clause (d) relates to all the Debt Securities then outstanding), (e), (f),
(g) or (h) of Section 5.01, 10% in aggregate principal amount of all Debt Securities Outstanding, or to any suit instituted by any Debt Securityholder for the enforcement of the payment of the principal of or interest on any Debt Security on or after the due date expressed in such Debt Security.

ARTICLE VI

Concerning the Trustee

SECTION 6.01. Duties and Responsibilities of the Trustee; During Default; Prior to Default. With respect to the Holders of any series of Debt Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debt Securities of a particular series and after the curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Debt Securities of a series has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

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

(a) prior to the occurrence of an Event of Default with respect to the Debt Securities of any series and after the curing or waiving of all such Events of Default with respect to such series which may have occurred:

(i) the duties and obligations of the Trustee with respect to the Debt Securities of any Series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

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

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

(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders pursuant to Section 5.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.

None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it.

SECTION 6.02. Certain Rights of the Trustee. Subject to Section 6.01:

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

(b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the secretary or an assistant secretary of the Issuer;

(c) the Trustee may consult with counsel and any advice or opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith in reliance on such advice or opinion of counsel;

(d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Debt Securityholders pursuant to the provisions of this Indenture, unless such Debt Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby;

(e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it

to be authorized or within the discretion, rights or powers conferred upon it by this Indenture;

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

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

SECTION 6.03. Trustee Not Responsible for Recitals, Disposition of Debt Securities or Application of Proceeds Thereof. The recitals contained herein and in the Debt Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Indenture or of the Debt Securities. The Trustee shall not be accountable for the use or application by the Issuer of any of the Debt Securities or of the proceeds thereof.

SECTION 6.04. Trustee and Agents May Hold Debt Securities; Collections, Etc. The Trustee or any agent of

the Issuer or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Debt Securities with the same rights it would have if it were not the Trustee or such agent and, subject to Sections 6.08 and 6.13, if operative, may otherwise deal with the Issuer and receive, collect, hold and retain collections from the Issuer with the same rights it would have if it were not the Trustee or such agent.

SECTION 6.05. Monies Held by Trustee. Subject to the provisions of
Section 10.04 hereof, all monies received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by mandatory provisions of law. Neither the Trustee nor any agent of the Issuer or the Trustee shall be under any liability for interest on any monies received by it hereunder.

SECTION 6.06. Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Issuer also covenants to indemnify the Trustee and each predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including the costs and expenses of defending itself against or investigating any claim of liability in the premises. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. Such additional indebtedness shall be a senior claim to that of the Debt

Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Debt Securities, and the Debt Securities are hereby subordinated to such senior claim.

SECTION 6.07. Right of Trustee to Rely on Officers' Certificate, Etc. Subject to Sections 6.01 and 6.02, whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

SECTION 6.08. Qualification of Trustee; Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act of 1939, the Trustee shall, if so required by the Trust Indenture Act of 1939, either eliminate such conflicting interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act of 1939 and this Indenture.

SECTION 6.09. Persons Eligible for Appointment as Trustee. The Trustee for each series of Debt Securities hereunder shall at all times be a corporation organized and doing business under the laws of the United States of America or of any State or the District of Columbia having a combined capital and surplus of at least $50,000,000, and which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by Federal, State or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Issuer may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Issuer, serve as Trustee. In

case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 6.10. So long as any Debt Securities are outstanding, there shall at all times be a Trustee hereunder.

SECTION 6.10. Resignation and Removal; Appointment of Successor Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Debt Securities by giving written notice of resignation to the Issuer and by mailing notice thereof by first-class mail to Holders of the applicable series of Debt Securities at their last addresses as they shall appear on the Debt Security register. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Debt Securityholder who has been a bona fide Holder of a Debt Security or Debt Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee, provided that for purposes of this Section 6.10, a court in Mecklenburg County, North Carolina, shall be considered a court of competent jurisdiction. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

(b) If at any time any of the following shall occur:

(i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act of 1939 with respect to any series of Debt Securities after written request therefor by the Issuer or by any Debt Securityholder who has been a bona fide Holder of a Debt Security or Debt Securities of such series for at least six months; or

(ii) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.09 and shall fail to resign after written request therefor by the Issuer or by any Debt Securityholder; or

(iii) the Trustee shall become incapable of acting with respect to any series of Debt Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any such case, the Issuer may remove the Trustee with respect to the applicable series of Debt Securities and appoint a successor trustee for such series by written instrument, in duplicate, executed by order of the President or the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 5.12, any Debt Securityholder who has been a bona fide Holder of a Debt Security or Debt Securities of such series for at least six months may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.

(c) The Holders of a majority in aggregate principal amount of the Debt Securities of each series at the time outstanding may at any time remove the Trustee with respect to Debt Securities of such series and appoint a successor trustee with respect to the Debt Securities of such series by delivering to the Trustee so removed, to the successor trustee so appointed and to the Issuer the evidence provided for in Section 7.01 of the action in that regard taken by the Debt Securityholders.

(d) Any resignation or removal of the Trustee with respect to any series of Debt Securities and any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.11.

SECTION 6.11. Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 shall execute and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee for such series hereunder; but, nevertheless, on the written request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall, subject to Section 10.04, pay over to the successor trustee all monies at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of
Section 6.06.

If a successor trustee is appointed with respect to the Debt Securities of one or more (but not all) series, the Issuer, the predecessor trustee and each successor trustee with respect to the Debt Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Debt Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts under separate indentures.

No successor trustee with respect to any series of Debt Securities shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such

successor trustee shall be qualified under the provisions of Section 310(b) of the Trust Indenture Act of 1939 and eligible under the provisions of Section 6.09.

Upon acceptance of appointment by any successor trustee as provided in this Section 6.11, the Issuer shall mail notice thereof by first-class mail to the Holders of Debt Securities of any series for which such successor trustee is acting as trustee at their last addresses as they shall appear in the Debt Security register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 6.10. If the Issuer fails to mail such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Issuer.

SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business of Trustee. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be qualified under the provisions of Section 6.08 and eligible under the provisions of Section 6.09, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Debt Securities of any series shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Debt Securities so authenticated; and, in case at that time any of the Debt Securities of any series shall not have been authenticated, any successor to the Trustee may authenticate such Debt Securities either in the name of any predecessor hereunder or in the name of the successor trustee; and in all such cases such certificate shall have the full force which it is anywhere in the Debt Securities of such series or in this Indenture provided that the certificate of the Trustee shall have; provided that the right to adopt the certificate of authentication of any predecessor trustee or to authenticate Debt Securities of any series in the name of any predecessor

trustee shall apply only to its successor or successors by merger, conversion or consolidation.

SECTION 6.13. Preferential Collection of Claims Against the Issuer. If and when the Trustee shall be or become a creditor of the Issuer (or any other obligor upon the Debt Securities), the Trustee shall be subject to the provisions of Section 311 of the Trust Indenture Act of 1939. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act of 1939 to the extent provided therein.

ARTICLE VII

Concerning the Debt Securityholders

SECTION 7.01. Evidence of Action Taken by Debt Securityholders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by a specified percentage in principal amount of the Debt Securityholders of any or all series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such specified percentage of Debt Securityholders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee. Proof of execution of any instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Sections 6.01 and 6.02) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Article.

SECTION 7.02. Proof of Execution of Instruments And of Holding of Debt Securities. Subject to Sections 6.01 and 6.02, the execution of any instrument by a Debt Securityholder or his agent or proxy may be proved in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The holding of Debt Securities shall be proved by the Debt Security register or by a certificate of the registrar thereof.

date, notwithstanding any other provisions hereof, with respect to Debt Securities of any series, only Debt Securityholders of Debt Securities of such series of record on such record date shall be entitled to so give such consent or revoke such consent.

SECTION 7.03. Holders to Be Treated as Owners. The Issuer, the Trustee and any agent of the Issuer or the Trustee may deem and treat the person in whose name any Debt Security shall be registered upon the Debt Security register for such series as the absolute owner of such Debt Security (whether or not such Debt Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, interest on such Debt Security and for all other purposes; and neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be affected by any notice to the contrary. All such payments so made to any such person, or upon his order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for monies payable upon any such Debt Security.

Debt Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Issuer shall furnish to the Trustee promptly an Officers' Certificate listing and identifying all Debt Securities, if any, known by the Issuer to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 and 6.02, the Trustee shall be entitled to accept such Officers' Certificate as conclusive evidence of the facts therein set forth and of the fact that all Debt Securities not listed therein are Outstanding for the purpose of any such determination.

SECTION 7.05. Right of Revocation of Action Taken. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 7.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Debt Securities of any or all series, as the case may be, specified in this Indenture in connection with such action, any Holder of a Debt Security the serial number of which is shown by the evidence to be included among the serial numbers of the Debt Securities the Holders of which have consented to such action may, by filing written notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far as concerns such Debt Security. Except as aforesaid any such action taken by the Holder of any Debt Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Debt Security and of any Debt Securities issued in exchange or substitution therefor, irrespective of whether or not any notation in regard thereto is made upon any such Debt Security. Any action taken by the Holders of the percentage in aggregate principal amount of the Debt Securities of any or all series, as the case may be, specified in this Indenture in connection with such action shall be conclusively binding upon the Issuer, the Trustee and the Holders of all the Debt Securities affected by such action.

ARTICLE VIII

Supplemental Indentures

conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes:

(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Debt Securities of one or more series any property or assets;

(b) to evidence the succession of another corporation to the Issuer, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Issuer pursuant to Article Nine;

(c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of Debt Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Debt Securities of such series to waive such an Event of Default;

(d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Issuer may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Debt Securities;

(e) to establish the form or terms of Debt Securities of any series as permitted by Sections 2.01 and 2.03, and to provide for the issuance under this Indenture of Debt Securities in coupon form (including Debt Securities registrable as to principal only) and to provide for exchangeability of such Debt Securities with Debt Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose; and

(f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Debt Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 6.11.

The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this
Section may be executed without the consent of the Holders of any of the Debt Securities at the time outstanding, notwithstanding any of the provisions of
Section 8.02.

Debt Securities of such series; provided, that no such supplemental indenture shall (a) extend the final maturity of any Debt Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or reduce the amount of the principal of an Original Issue Discount Debt Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 5.01 or the amount thereof provable in bankruptcy pursuant to Section 5.02, or impair or affect the right of any Debt Securityholder to institute suit for the payment thereof or, if the Debt Securities provide therefor, any right of repayment at the option of the Debt Securityholder without the consent of the Holder of each Debt Security so affected or (b) reduce the aforesaid percentage of Debt Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Debt Security so affected.

Upon the request of the Issuer, accompanied by a copy of a resolution of the Board of Directors certified by the secretary or an assistant secretary of the Issuer authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Debt Securityholders as aforesaid and other documents, if any, required by
Section 7.01, the Trustee shall join with the Issuer in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

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

Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Issuer shall mail a notice thereof by first class mail to the Holders of Debt Securities of each series affected thereby at their addresses as they shall appear on the Debt Security registry books of the Issuer, setting forth in general terms the substance of such supplemental indenture. Any failure of the Issuer to mail such notice, or any defect therein, shall

not, however, in any way impair or affect the validity of any such supplemental indenture.

SECTION 8.03. Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Issuer and the Holders of Debt Securities of each series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

SECTION 8.04. Documents to Be Given to Trustee. The Trustee, subject to the provisions of Sections 6.01 and 6.02, may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article 8 complies with the applicable provisions of this Indenture.

SECTION 8.05. Notation on Debt Securities in Respect of Supplemental Indentures. Debt Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation in form approved by the Trustee for such series as to any matter provided for by such supplemental indenture or as to any action taken at any such meeting. If the Issuer or the Trustee shall so determine, new Debt Securities of any series so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Issuer, authenticated by the Trustee and delivered in exchange for the Debt Securities of such series then outstanding.

ARTICLE IX

Consolidation, Merger, Sale or Conveyance

convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, unless:

(a) the corporation formed by such consolidation or into which the Issuer is merged or which purchases or acquires by conveyance or transfer, or which leases, the properties and assets of the Issuer as an entirety or substantially as an entirety, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;

(b) upon any such consolidation, merger, sale, lease or conveyance, the due and punctual payment of the principal of, premium, if any, and interest on all the Debt Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Issuer, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which the Issuer shall have been merged, or which shall have acquired such property; and

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

SECTION 9.02. Successor Corporation Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein.

and any Debt Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debt Securities had been issued at the date of the execution hereof.

In case of any such consolidation, merger, sale, lease or conveyance such changes in phraseology and form (but not in substance) may be made in the Debt Securities thereafter to be issued as may be appropriate.

In the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer or any successor corporation which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Debt Securities and may be liquidated and dissolved.

SECTION 9.03. Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 6.01 and 6.02, may receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

ARTICLE X

Satisfaction and Discharge of Indenture;
Unclaimed Monies

Section 2.09) or (c) (i) all the Debt Securities of such series not theretofore delivered to the Trustee for cancelation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than monies repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.04) or direct obligations of the United States of America, backed by its full faith and credit, maturing as to principal and interest in such amounts and at such times as will insure the availability of cash sufficient to pay at maturity or upon redemption all Debt Securities of such series (other than any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancelation, including principal and interest due or to become due to such date of maturity as the case may be, and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Debt Securities of such series, then this Indenture shall cease to be of further effect with respect to Debt Securities of such series (except as to
(i) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Debt Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, if any, of holders of Debt Securities to convert or exchange Debt Securities, (v) the rights, obligations and immunities of the Trustee hereunder and (vi) the rights of the Debt Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided that the rights of Holders of the Debt Securities to receive amounts in respect of principal of and interest on the Debt Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or

policies of any securities exchange upon which the Debt Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Debt Securities of such series.

SECTION 10.02. Application by Trustee of Funds Deposited for Payment of Debt Securities. Subject to Section 10.04, all monies deposited with the Trustee pursuant to Section 10.01 shall be held in trust and applied by it to the payment, either directly or through any paying agent (including the Issuer acting as its own paying agent), to the Holders of the particular Debt Securities of such series for the payment or redemption of which such monies have been deposited with the Trustee, of all sums due and to become due thereon for principal and interest; but such monies need not be segregated from other funds except to the extent required by law.

SECTION 10.03. Repayment of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to Debt Securities of any series, all monies then held by any paying agent under the provisions of this Indenture with respect to such series of Debt Securities shall, upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such monies.

SECTION 10.04. Return of Monies Held by Trustee and Paying Agent Unclaimed for Three Years. Any monies deposited with or paid to the Trustee or any paying agent for the payment of the principal of or interest on any Debt Security of any series and not applied but remaining unclaimed for three years after the date upon which such principal or interest shall have become due and payable, shall, upon the written request of the Issuer and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Issuer by the Trustee for such series or such paying agent, and the Holder of the Debt Security of such series shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Issuer for any payment which such Holder may be entitled to collect, and all liability of the Trustee or any paying agent with respect to such monies shall thereupon cease.

ARTICLE XI

Miscellaneous Provisions

SECTION 11.01. Incorporators, Stockholders, Officers and Directors of Issuer Exempt from Individual Liability. No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Debt Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer or director, as such, of the Issuer or of any successor, either directly or through the Issuer or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Debt Securities by the holders thereof and as part of the consideration for the issue of the Debt Securities.

SECTION 11.02. Provisions of Indenture for the Sole Benefit of Parties and Debt Securityholders. Nothing in this Indenture or in the Debt Securities, expressed or implied, shall give or be construed to give to any person, firm or corporation, other than the parties hereto and their successors and the Holders of the Debt Securities, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the Debt Securities.

SECTION 11.03. Successors and Assigns of Issuer Bound by Indenture. All the covenants, stipulations, promises and agreements in this Indenture contained by or in behalf of the Issuer shall bind its successors and assigns, whether so expressed or not.

SECTION 11.04. Notices and Demands on Issuer, Trustee and Debt Securityholders. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders of Debt Securities to or on the Issuer may be given or served by being sent by registered mail (except as otherwise specifically provided herein) addressed (until another address of the Issuer is filed by the Issuer with the Trustee) to Financial Security Assurance Holdings Ltd., 350 Park Avenue, New York, New York 10022, Attention: General Counsel. Any notice, direction, request or demand

by the Issuer or any Debt Securityholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made at the Corporate Trust Office.

Where this Indenture provides for notice to Holders, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder entitled thereto, at his last address as it appears in the Debt Security register. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case, by reason of the suspension of or irregularities in regular mail service, it shall be impracticable to mail notice to the Issuer and Debt Securityholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.

SECTION 11.05. Officers' Certificate and Opinions of Counsel; Statements to Be Contained Therein. Upon any application or demand by the Issuer to the Trustee to take any action under any of the provisions of this Indenture, the Issuer shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished.

Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to

compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 3.05) shall include (a) a statement that the person making such certificate or opinion has read such covenant or condition, (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based, (c) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

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

Any certificate, statement or opinion of an officer of the Issuer or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Issuer, unless such officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous.

Any certificate or opinion of any independent firm of public accountants filed with the Trustee shall contain a statement that such firm is independent.

SECTION 11.06. Payments Due on Saturdays, Sundays and Holidays. If the date of maturity of interest on or principal of the Debt Securities of any series or the date fixed for redemption or repayment of any such Debt Security shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date.

SECTION 11.07. Conflict of Any Provision of Indenture with Trust Indenture Act of 1939. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an "incorporated provision") included in this Indenture by operation of, Sections 310 to 318, inclusive, of the Trust Indenture Act of 1939, such imposed duties or incorporated provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act of 1939 that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may be.

SECTION 11.08. New York Law to Govern. This Indenture and each Debt Security shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except as may otherwise be required by mandatory provisions of law.

SECTION 11.09. Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

SECTION 11.10. Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

ARTICLE XII

Redemption of Debt Securities and Sinking Funds

SECTION 12.01. Applicability of Article. The provisions of this Article shall be applicable to the Debt Securities of any series which are redeemable before their maturity or to any sinking fund for the retirement of Debt Securities of a series except as otherwise specified as contemplated by
Section 2.03 for Debt Securities of such series.

SECTION 12.02. Notice of Redemption; Partial Redemptions. Notice of redemption to the Holders of Debt Securities of any series to be redeemed as a whole or in part at the option of the Issuer shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least 20 days and not more than 60 days prior to the date fixed for redemption to such Holders of Debt Securities of such series at their last addresses as they shall appear upon the registry books. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in the notice to the Holder of any Debt Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debt Security of such series.

The notice of redemption to each such Holder shall specify the principal amount of each Debt Security of such series held by such Holder to be redeemed, the date fixed for redemption, the redemption price, the place or places of payment, that payment will be made upon presentation and surrender of such Debt Securities, that such redemption is pursuant to the mandatory or optional sinking fund, or both, or any other redemption provision as the case may be, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. In case any Debt Security of a series is to be redeemed in part only the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Debt Security, a new Debt Security or Debt Securities of such series in principal amount equal to the unredeemed portion thereof will be issued.

The notice of redemption of Debt Securities of any series to be redeemed at the option of the Issuer shall be given by the Issuer or, at the Issuer's request, by the Trustee in the name and at the expense of the Issuer.

At least one Business Day prior to the redemption date specified in the notice of redemption given as provided in this Section, the Issuer will deposit with the Trustee or with one or more paying agents (or, if the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.04) an amount of monies sufficient to redeem on the redemption date all the Debt Securities of such series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If less than all the outstanding Debt Securities of a series are to be redeemed, the Issuer will deliver to the Trustee at least 35 days prior to the date fixed for redemption an Officers' Certificate stating the aggregate principal amount of Debt Securities to be redeemed.

If less than all the Debt Securities of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, Debt Securities of such series to be redeemed in whole or in part. Debt Securities may be redeemed in part in multiples equal to the minimum authorized denomination for Debt Securities of such series or any multiple thereof. The Trustee shall promptly notify the Issuer in writing of the Debt Securities of such series selected for redemption and, in the case of any Debt Securities of such series selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Debt Securities of any series shall relate, in the case of any Debt Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Debt Security which has been or is to be redeemed.

SECTION 12.03. Payment of Debt Securities Called for Redemption. If notice of redemption has been given as above provided, the Debt Securities or portions of Debt Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption, and on and after said date (unless the Issuer shall default in the payment of such Debt Securities at the redemption price, together with interest accrued to said date) interest on the Debt

Securities or portions of Debt Securities so called for redemption shall cease to accrue and, except as provided in Sections 6.05 and 10.04, such Debt Securities shall cease from and after the date fixed for redemption to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Debt Securities except the right to receive the redemption price thereof and unpaid interest to the date fixed for redemption. On presentation and surrender of such Debt Securities at a place of payment specified in said notice, said Debt Securities or the specified portions thereof shall be paid and redeemed by the Issuer at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided that any semiannual payment of interest becoming due on the date fixed for redemption shall be payable to the Holders of such Debt Securities registered as such on the relevant record date subject to the terms and provisions of Section 2.04 hereof.

If any Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Debt Security) borne by the Debt Security.

Upon presentation of any Debt Security redeemed in part only, the Issuer shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Issuer, a new Debt Security or Debt Securities of such series, of authorized denominations, in principal amount equal to the unredeemed portion of the Debt Security so presented.

SECTION 12.04. Exclusion of Certain Debt Securities from Eligibility for Selection for Redemption. Debt Securities shall be excluded from eligibility for selection for redemption if they are identified by registration and certificate number in a written statement signed by an authorized officer of the Issuer and delivered to the Trustee at least 40 days prior to the last date on which notice of redemption may be given as being owned of record and beneficially by, and not pledged or hypothecated by, either (a) the Issuer or
(b) an entity specifically identified in such written statement directly or indirectly controlling or under direct or indirect common control with the Issuer.

SECTION 12.05. Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Debt Securities of any series is herein referred to as a "mandatory sinking fund payment", and any payment in excess of such minimum amount provided for by the terms of Debt Securities of any series is herein referred to as an "optional sinking fund payment". The date on which a sinking fund payment is to be made is herein referred to as the "sinking fund payment date".

In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Debt Securities in cash, the Issuer may at its option (a) deliver to the Trustee Debt Securities of such series theretofore purchased or otherwise acquired (except upon redemption pursuant to the mandatory sinking fund) by the Issuer or receive credit for Debt Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Issuer and delivered to the Trustee for cancelation pursuant to Section 2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, (c) receive credit for Debt Securities of such series (not previously so credited) redeemed by the Issuer through any optional redemption provision contained in the terms of such series, or (d) receive credit for Debt Securities which have been converted or exchanged. Debt Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Debt Securities.

On or before the forty-fifth day next preceding each sinking fund payment date for any series, the Issuer will deliver to the Trustee a written statement (which need not contain the statements required by Section 11.05) signed by an authorized officer of the Issuer (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of Debt Securities of such series, (b) stating that none of the Debt Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Issuer intends to pay on or before the next succeeding sinking fund payment date.

With respect to any sinking fund payment date, any Debt Securities of such series to be credited and required to be delivered to the Trustee in order for the Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancelation pursuant to Section 2.10 to the Trustee on or prior to the thirty-fifth day preceding such sinking fund payment date (or reasonably promptly thereafter if acceptable to the Trustee). Failure of the Issuer, on or before any such thirty-fifth day, to deliver any such Debt Securities shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Issuer, and the Issuer shall become unconditionally obligated, to pay in cash on the next succeeding sinking fund payment date that portion of the mandatory sinking fund payment due on such date that would have been satisfied by the delivery of such Debt Securities.

Such written statement shall, except as provided in the next preceding paragraph, be irrevocable and upon its receipt by the Trustee the Issuer shall become unconditionally obligated to make all the cash payments therein referred to, if any, on the next succeeding sinking fund payment date. Failure of the Issuer, on or before any such forty-fifth day, to deliver such written statement shall not constitute a default but shall constitute, in and as of such date, the irrevocable election of the Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Debt Securities of such series in respect thereof and (ii) that the Issuer will make no optional sinking fund payment with respect to such series as provided in this Section.

If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Issuer shall so request) with respect to the Debt Securities of any particular series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Debt Securities of such series at the sinking fund redemption price together with accrued interest to the date fixed for redemption. If such amount shall be $50,000 or less and the Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 is available. The Trustee shall select, in the manner provided in Section

12.02, for redemption on such sinking fund payment date a sufficient principal amount of Debt Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Issuer) inform the Issuer of the serial numbers of the Debt Securities of such series (or portions thereof) so selected. Debt Securities of any series which are (a) owned by the Issuer or an entity known by the Trustee to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer, as shown by the Debt Security register, and not known to the Trustee to have been pledged or hypothecated by the Issuer or any such entity or (b) identified in an Officers' Certificate at least 30 days prior to the sinking fund payment date as being beneficially owned by, and not pledged or hypothecated by, the Issuer or an entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer shall be excluded from Debt Securities of such series eligible for selection for redemption. The Trustee, in the name and at the expense of the Issuer (or the Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Debt Securities of such series to be given in substantially the manner provided in Section 12.02 (and with the effect provided in Section 12.03) for the redemption of Debt Securities of such series in part at the option of the Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Debt Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund monies held on the stated maturity date of the Debt Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Debt Securities of such series shall be applied, together with other monies, if necessary, sufficient for the purpose, to the payment of the principal of, and interest on, the Debt Securities of such series at maturity.

On each sinking fund payment date, the Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to such sinking fund payment date on Debt Securities to be redeemed on such sinking fund payment date.

The Trustee shall not redeem or cause to be redeemed any Debt Securities of a series with sinking fund monies or mail any notice of redemption of Debt Securities

for such series by operation of the sinking fund during the continuance of a default in payment of interest on such Debt Securities or of any Event of Default except that, where the mailing of notice of redemption of any Debt Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Debt Securities, provided that it shall have received from the Issuer a sum sufficient for such redemption. Except as aforesaid, any monies in the sinking fund for such series at the time when any such default or Event of Default shall occur, and any monies thereafter paid into the sinking fund, shall, during the continuance of such default or Event of Default, be deemed to have been collected under Article Five and held for the payment of all such Debt Securities. In case such Event of Default shall have been waived as provided in
Section 5.10 or the default cured on or before the forty-fifth day preceding the sinking fund payment date in any year, such monies shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Debt Securities.

ARTICLE XIII

Defeasance and Covenant Defeasance

SECTION 13.01. Applicability of Article; Issuer's Option to Effect Defeasance or Covenant Defeasance. If pursuant to Section 2.03 provision is made for either or both of (a) defeasance of the Debt Securities of a series under
Section 13.02 or (b) covenant defeasance of the Debt Securities of a series under Section 13.03, then the provisions of such Section or Sections, as the case may be, together with the other provisions of this Article Thirteen, shall be applicable to the Debt Securities of such series, and the Issuer may at its option elect at any time, with respect to the Debt Securities of such series, to have either Section 13.02 (if applicable) or Section 13.03 (if applicable) be applied to the outstanding Debt Securities of such series upon compliance with the conditions set forth below in this Article Thirteen.

SECTION 13.02. Defeasance and Discharge. Upon the Issuer's exercise of the above option applicable to this Section, the Issuer shall be deemed to have been discharged from its obligations with respect to the Outstanding Debt Securities of such series on and after the date the conditions precedent set forth below are satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means that the Issuer shall be deemed to have

paid and discharged the entire indebtedness represented by the Outstanding Debt Securities of such series and to have satisfied all its other obligations under such Debt Securities and this Indenture insofar as such Debt Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Outstanding Debt Securities of such series to receive, solely from the trust fund described in Section 13.04 as more fully set forth in such section, payments of the principal of (and premium, if any) and interest on such Debt Securities when such payments are due, (b) the Issuer's obligations with respect to such Debt Securities under Sections 2.08, 2.09, 2.11, 3.02, 3.04 and 6.06 and such obligations as shall be ancillary thereto, (c) the rights, powers, trusts, duties, immunities and other provisions in respect of the Trustee hereunder, (d) the Issuer's obligations, if any, with respect to a conversion or exchange of Debt Securities and (e) this Article Thirteen. Subject to compliance with this Article Thirteen, the Issuer may exercise its option under this
Section 13.02 notwithstanding the prior exercise of its option under Section 13.03 with respect to the Debt Securities of such series.

SECTION 13.03. Covenant Defeasance. Upon the Issuer's exercise of the above option applicable to this Section, the Issuer shall be released from its obligations under Section 3.06 and Section 3.07 (hereinafter, "covenant defeasance"). For this purpose, such covenant defeasance means that, with respect to the Outstanding Debt Securities of such series, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Debt Securities shall be unaffected thereby.

SECTION 13.04. Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions precedent to the application of either Section 13.02 or Section 13.03 to the Outstanding Debt Securities of such series:

(a) the Issuer shall irrevocably have deposited or caused to be deposited with the Trustee (or another

trustee satisfying the requirements of Section 6.09 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such Debt Securities, (i) monies in an amount, or (ii) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, monies in an amount, or (iii) a combination thereof, sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of and interest on the outstanding Debt Securities of such series on the maturity of such principal or interest. Before such a deposit the Issuer may make arrangements satisfactory to the Trustee for the redemption of Debt Securities at a future date or dates in accordance with Article Twelve, which shall be given effect in applying the foregoing. For this purpose, "U.S. Government Obligations" means securities that are (A) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (B) obligations of any Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the

U.S. Government Obligation evidenced by such depository receipt.

(b) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to the Debt Securities of such series shall have occurred and be continuing (i) on the date of such deposit or (ii) insofar as Subsections 5.01(g) and 5.01(h) are concerned, at any time during the period ending on the 121st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period applicable to the Issuer in respect of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).

(c) Such defeasance or covenant defeasance shall not (i) cause the Trustee for the Debt Securities to have a conflicting interest for purposes of the Trust Indenture Act of 1939 with respect to any securities of the Issuer or (ii) result in the trust arising from such deposit to constitute, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended.

(d) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Issuer is a party or by which it is bound.

(e) In the case of an election under Section 13.02, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer has received from the United States Internal Revenue Service (the "IRS") a private letter ruling, (ii) there has been published by the IRS a general revenue ruling, or (iii) since the date of this Indenture there has been a change in the applicable Federal income tax law or the interpretation thereof, in each case to the effect that, and based thereon such opinion shall confirm that, the holders of the Outstanding Debt Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such defeasance had not occurred.

(f) In the case of an election under Section 13.03, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Debt Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.

(g) Such defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed by the Issuer in connection therewith pursuant to Section 2.01.

(h) The Issuer shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 13.02 or the covenant defeasance under Section 13.03 (as the case may be) have been complied with.

SECTION 13.05. Deposited Monies and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of
Section 10.04, all monies and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes of this Section 13.05, the "Trustee") pursuant to
Section 13.04 in respect of the Outstanding Debt Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Debt Securities and this Indenture, to the payment, either directly or through any paying agent (but not including the Issuer acting as its own paying agent) as the Trustee may determine, to the Holders of such Debt Securities, of all sums due and to become due thereon in respect of principal and interest, but such monies need not be segregated from other funds except to the extent required by law.

The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the monies or U.S. Government Obligations deposited pursuant to Section 13.04 or the principal and interest received in respect thereof.

Anything herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the written request of the Issuer any monies or U.S. Government Obligations held by it as provided in
Section 13.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.

SECTION 13.06. Reinstatement. If the Trustee or the paying agent is unable to apply any monies in accordance with Section 13.05 by reason of any order or judgment or any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer's obligations under the Debt Securities of such series shall be revived and reinstated as though no deposit had occurred pursuant to this Article Thirteen until such time as the Trustee or paying agent is permitted to apply all such monies in accordance with
Section 13.05; provided that, if the Issuer makes any payment of principal of any such Debt Security following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Debt Securities to receive such payment from the monies held by the Trustee or the paying agent.

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

FINANCIAL SECURITY ASSURANCE
HOLDINGS LTD.

                                         By: /s/ John A. Harrison
                                            ------------------------------------
                                         Name:  John A. Harrison
                                         Title: Managing Director

[CORPORATE SEAL]

Attest:


By: /s/ Bruce E. Stern
   --------------------------------
             Secretary

FIRST UNION NATIONAL BANK

                                         By: /s/ Shawn K. Bednasek
                                            -----------------------------------
                                         Name:  Shawn K. Bednasek
                                         Title: Vice President

[CORPORATE SEAL]

Attest:


By: /s/ Terry Baker
   ---------------------------------

Exhibit 1

[FORM OF FACE OF DEBT SECURITY]

This is a Registered Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of Cede & Co., a nominee of Depository Trust Company, a New York corporation ("DTC"). Except as otherwise provided in Section 2.12 of the Indenture, this Registered Global Security may be transferred, in whole but not in part, by DTC to another nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any nominee of DTC to a successor to DTC or to a nominee of such successor to DTC. Unless this Registered Global Security is presented by an authorized representative of DTC to the Issuer or its agent for registration of transfer, exchange or payment, and, in the case of any transfer or exchange, any Registered Global Security issued in exchange therefor is registered in the name of DTC or such other name as requested by an authorized representative of DTC and, in the case of any payment, such payment is made to DTC or DTC's nominee, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

No.
Cusip No.

Debt Securities , $ principal amount each

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

% Debt Security due 2098

Financial Security Assurance Holdings Ltd., a New York corporation (the "Issuer"), for value received, hereby promises to pay to Cede & Co. or registered assigns, at the office or agency of the Issuer in the Borough of Manhattan, the City of New York, the principal sum of on , in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, of each year, commencing , on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Debt Security from the , as the case may be, next preceding the date of this Debt Security to which interest has been paid, unless the date hereof is a date to which interest has been paid, in which case from the date of

this Debt Security, or unless no interest has been paid on these Debt Securities, in which case from , until payment of said principal sum has been made or duly provided for; provided that payment of interest may be made at the option of the Issuer by check mailed to the address of the person entitled thereto as such address shall appear on the security register and provided further that if the Issuer shall default in the payment of interest due on such , then this Debt Security shall bear interest from the next preceding
, to which interest has been paid or, if no interest has been paid on these Debt Securities, from . The interest so payable on any will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Debt Security is registered at the close of business on the , as the case may be, next preceding .

Reference is made to the further provisions of this Debt Security set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Debt Security shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture referred to on the reverse hereof.

IN WITNESS WHEREOF, Financial Security Assurance Holdings Ltd. has caused this instrument to be signed by facsimile by its duly authorized officers and has caused a facsimile of its corporate seal to be affixed hereunto or imprinted hereon.

Dated:

FINANCIAL SECURITY ASSURANCE
HOLDINGS LTD.,

Name:

Title:

Name:

Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

FIRST UNION NATIONAL BANK, as
Trustee,

by
Authorized Officer

[FORM OF REVERSE OF DEBT SECURITY]

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

% Debt Security due

This Debt Security is one of a duly authorized issue of debentures, notes, bonds or other evidences of indebtedness of the Issuer (hereinafter called the "Debt Securities") of the series hereinafter specified, all issued or to be issued under and pursuant to the Amended and Restated Trust Indenture dated as of February 24, 1999 (herein called the "Indenture"), duly executed and delivered by the Issuer to First Union National Bank, as Trustee (herein called the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Issuer and the Holders of the Debt Securities. The Debt Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary as in the Indenture provided. This Debt Security is one of a series designated as the % Debt Securities due of the Issuer, limited in aggregate principal amount to $ .

In case an Event of Default, as defined in the Indenture, with respect to the % Debt Securities due shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.

provided, however, that no such supplemental indenture shall (i) extend the final maturity of any Debt Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of any interest thereon, or impair or affect the rights of any Holder to institute suit for the payment thereof, without the consent of the Holder of each Debt Security so affected or (ii) reduce the aforesaid percentage of Debt Securities, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holder of each Debt Security affected. It is also provided in the Indenture that, with respect to certain defaults or Events of Default regarding the Debt Securities of any series, prior to any declaration accelerating the maturity of such Debt Securities, the Holders of a majority in aggregate principal amount Outstanding of the Debt Securities of such series (or, in the case of certain defaults or Events of Default, all or certain series of the Debt Securities) may on behalf of the Holders of all the Debt Securities of such series (or all or certain series of the Debt Securities, as the case may be) waive any such past default or Event of Default and its consequences. The preceding sentence shall not, however, apply to a default in the payment of the principal of or premium, if any, or interest on any of the Debt Securities. Any such consent or waiver by the Holder of this Debt Security (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Debt Security and any Debt Securities which may be issued in exchange or substitution herefor, irrespective of whether or not any notation thereof is made upon this Debt Security or such other Debt Securities.

No reference herein to the Indenture and no provision of this Debt Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and any premium and interest on this Debt Security in the manner, at the respective times, at the rate and in the coin or currency herein prescribed.

The Debt Securities are issuable in registered form without coupons in denominations of $ and any multiples of $ at the office or agency of the Issuer in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture, but without the payment of any service charge Debt Securities may be exchanged for a like aggregate

principal amount of Debt Securities of other authorized denominations.

The Debt Securities may be redeemed at the option of the Issuer without premium or penalty, as a whole, or from time to time in part, on any date on or after and prior to maturity, upon mailing a notice of such redemption not less than 20 nor more than 60 days prior to the date fixed for redemption to the Holders of Debt Securities at their last registered addresses, all as further provided in the Indenture, at the following redemption prices (expressed in percentages of the principal amount) together in each case with accrued interest to the date fixed for redemption:

If redeemed during the twelve-month period beginning

Year Percentage Year Percentage

Upon due presentment for registration of transfer of this Debt Security at the office or agency of the Issuer in the Borough of Manhattan, The City of New York, a new Debt Security or Debt Securities of authorized denominations for an equal aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith.

The Issuer, the Trustee and any authorized agent of the Issuer or the Trustee may deem and treat the registered Holder hereof as the absolute owner of this Debt Security (whether or not this Debt Security shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payment of, or on account of, the principal hereof and premium, if any, and, subject to the provisions on the face hereof, interest hereon, and for all other purposes, and neither the Issuer nor the Trustee nor any authorized agent of the Issuer or the Trustee shall be affected by any notice to the contrary.

director, as such, of the Issuer or of any successor corporation, either directly or through the Issuer or any successor corporation, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof.

Terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture.

Exhibit 4.2

SUBORDINATED INDENTURE

between

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

and

____________________________,
as Trustee

Dated as of _______ __,_____

CROSS REFERENCE SHEET*

Between provisions of the Trust Indenture Act of 1939 and the Subordinated Indenture dated as of _______ __,____, between Financial Security Assurance Holdings Ltd. and ____________________, as Trustee:

--------------------------------------------------------------------------------
         Section of the Act                  Section of Indenture
--------------------------------------------------------------------------------
310(a)                               6.09
--------------------------------------------------------------------------------
310(b)                               6.08, 6.10
--------------------------------------------------------------------------------
310(c)                               Inapplicable
--------------------------------------------------------------------------------
311(a)                               6.13
--------------------------------------------------------------------------------
311(b)                               6.13
--------------------------------------------------------------------------------
311(c)                               Inapplicable
--------------------------------------------------------------------------------
312(a)                               4.01
--------------------------------------------------------------------------------
312(b)                               4.02(b)
--------------------------------------------------------------------------------
312(c)                               4.02(c)
--------------------------------------------------------------------------------
313(a)                               4.04(a)
--------------------------------------------------------------------------------
313(b)                               4.04(b)
--------------------------------------------------------------------------------
313(c)                               4.04(b)
--------------------------------------------------------------------------------
313(d)                               4.04(c)
--------------------------------------------------------------------------------
314(a)                               4.03, 3.05
--------------------------------------------------------------------------------
314(b)                               Inapplicable
--------------------------------------------------------------------------------
314(c)                               11.05
--------------------------------------------------------------------------------
314(d)                               Inapplicable
--------------------------------------------------------------------------------
314(e)                               11.05
--------------------------------------------------------------------------------
314(f)                               Inapplicable
--------------------------------------------------------------------------------
315(a)                               6.01
--------------------------------------------------------------------------------
315(b)                               5.11
--------------------------------------------------------------------------------
315(c)                               6.01
--------------------------------------------------------------------------------

--------

* This Cross Reference Sheet is not part of the Indenture.

--------------------------------------------------------------------------------
         Section of the Act                  Section of Indenture
--------------------------------------------------------------------------------
315(d)                               6.01
--------------------------------------------------------------------------------
315(e)                               5.12
--------------------------------------------------------------------------------
316(a)                               5.09, 7.04
--------------------------------------------------------------------------------
316(b)                               5.07
--------------------------------------------------------------------------------
316(c)                               7.02
--------------------------------------------------------------------------------
317(a)                               5.02
--------------------------------------------------------------------------------
317(b)                               3.04(a) and (b)
--------------------------------------------------------------------------------
318(a)                               11.07
--------------------------------------------------------------------------------

                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I

                                   Definitions

SECTION 1.01.      Certain Terms Defined.......................................1

                            ARTICLE II

                            Securities

SECTION 2.01.      Forms Generally.............................................7
SECTION 2.02.      Form of Trustee's Certificate of
                             Authentication....................................7
SECTION 2.03.      Amount Unlimited; Issuable in Series........................7
SECTION 2.04.      Authentication and Delivery of Debt
                             Securities.......................................10
SECTION 2.05.      Execution of Debt Securities...............................12
SECTION 2.06.      Certificate of Authentication..............................12
SECTION 2.07.      Denomination and Date of Debt
                             Securities; Payments of Interest.................13
SECTION 2.08.      Registration, Transfer and Exchange........................14
SECTION 2.09.      Mutilated, Defaced, Destroyed, Lost and
                             Stolen Debt Securities...........................15
SECTION 2.10.      Cancelation of Debt Securities;
                   Destruction Thereof........................................16
SECTION 2.11.      Temporary Debt Securities..................................17
SECTION 2.12.      Debt Securities Issuable in the Form
                             of a Registered Global Security..................17

                            ARTICLE III

                      Covenants of the Issuer

SECTION 3.01.      Payment of Principal and Interest..........................19
SECTION 3.02.      Offices for Payments, etc..................................20
SECTION 3.03.      Appointment to Fill a Vacancy in Office
                             of Trustee.......................................20
SECTION 3.04.      Paying Agents..............................................20
SECTION 3.05.      Written Statement to Trustee...............................21
SECTION 3.06.      [Reserved].................................................22
SECTION 3.07.      Limitations on Disposition of Stock
                             of Restricted Subsidiaries.......................22
SECTION 3.08.      Corporate Existence........................................22
SECTION 3.09.      Waiver of Certain Covenants................................22


                                        i

                                                                            Page

                                   ARTICLE IV

                     Debt Securityholders' Lists and Reports
                          by the Issuer and the Trustee

SECTION 4.01.      Issuer to Furnish Trustee Information
                             as to Names and Addresses of Debt
                             Securityholders..................................23
SECTION 4.02.      Preservation and Disclosure of Debt
                             Securityholders' Lists...........................23
SECTION 4.03.      Reports by the Issuer......................................25
SECTION 4.04.      Reports by the Trustee.....................................26

                                    ARTICLE V

                Remedies of the Trustee and Debt Securityholders
                               on Event of Default

SECTION 5.01.      Event of Default Defined; Acceleration
                             of Maturity; Waiver of Default...................27
SECTION 5.02.      Collection of Indebtedness by Trustee;
                             Trustee May Prove Debt...........................31
SECTION 5.03.      Application of Proceeds....................................34
SECTION 5.04.      Suits for Enforcement......................................36
SECTION 5.05.      Restoration of Rights on Abandonment
                             of Proceedings...................................37
SECTION 5.06.      Limitations on Suits by Debt
                             Securityholders..................................36
SECTION 5.07.      Unconditional Right of Debt Securityholders to
                             Institute Certain Suits..........................37
SECTION 5.08.      Powers and Remedies Cumulative; Delay
                             or Omission Not Waiver of Default................37
SECTION 5.09.      Control by Debt Securityholders............................38
SECTION 5.10.      Waiver of Past Defaults....................................39
SECTION 5.11.      Trustee to Give Notice of Default, but May Withhold
                             in Certain Circumstances.........................39
SECTION 5.12.      Right of Court to Require Filing
                             of Undertaking to Pay Costs......................40


                                       ii

                                                                            Page

                                   ARTICLE VI

                             Concerning the Trustee

SECTION 6.01.      Duties and Responsibilities of the
                             Trustee; During Default; Prior
                             to Default.......................................41
SECTION 6.02.      Certain Rights of the Trustee..............................42
SECTION 6.03.      Trustee Not Responsible for Recitals,
                             Disposition of Debt Securities or
                             Application of Proceeds Thereof..................44
SECTION 6.04.      Trustee and Agents May Hold Debt
                             Securities; Collections, Etc.....................44
SECTION 6.05.      Monies Held by Trustee.....................................44
SECTION 6.06.      Compensation and Indemnification of
                             Trustee and Its Prior Claim......................44
SECTION 6.07.      Right of Trustee to Rely on Officers'
                             Certificate, Etc.................................44
SECTION 6.08.      Qualification of Trustee; Conflicting
                             Interests........................................45
SECTION 6.09.      Persons Eligible for Appointment as
                             Trustee..........................................46
SECTION 6.10.      Resignation and Removal; Appointment
                             of Successor Trustee.............................46
SECTION 6.11.      Acceptance of Appointment by Successor
                             Trustee..........................................48
SECTION 6.12.      Merger, Conversion, Consolidation or
                             Succession to Business of Trustee................49
SECTION 6.13.      Preferential Collection of Claims
                             Against the Issuer...............................50

                                   ARTICLE VII

                       Concerning the Debt Securityholders

SECTION 7.01.      Evidence of Action Taken by Debt
                             Securityholders..................................50
SECTION 7.02.      Proof of Execution of Instruments And
                             of Holding of Debt Securities....................51
SECTION 7.03.      Holders to Be Treated as Owners............................51
SECTION 7.04.      Debt Securities Owned by Issuer Deemed
                             Not Outstanding..................................51
SECTION 7.05.      Right of Revocation of Action Taken........................52


                                       iii

                                                                            Page

                                  ARTICLE VIII

                             Supplemental Indentures

SECTION 8.01.      Supplemental Indentures Without Consent
                             of Debt Securityholders..........................53
SECTION 8.02.      Supplemental Indentures with
                             Consent of Debt Securityholders. ................55
SECTION 8.03.      Effect of Supplemental Indenture. .........................56
SECTION 8.04.      Documents to Be Given to Trustee...........................56
SECTION 8.05.      Notation on Debt Securities in Respect of
                   Supplemental Indentures....................................57

                                   ARTICLE IX

                    Consolidation, Merger, Sale or Conveyance

SECTION 9.01.      Covenant Not to Merge, Consolidate, Sell
                             or Convey Property Except under Certain
                             Conditions.......................................57
SECTION 9.02.      Successor Corporation Substituted..........................58
SECTION 9.03.      Opinion of Counsel to Trustee..............................59

                                    ARTICLE X

                          Satisfaction and Discharge of
                           Indenture; Unclaimed Monies

SECTION 10.01.     Satisfaction and Discharge of Indenture....................59
SECTION 10.02.     Application by Trustee of Funds
                             Deposited for Payment of Debt
                             Securities.......................................60
SECTION 10.03.     Repayment of Monies Held by Paying Agent...................61
SECTION 10.04.     Return of Monies Held by Trustee
                             and Paying Agent Unclaimed for Three
                             Years............................................61

                                   ARTICLE XI

                            Miscellaneous Provisions


                                       iv

                                                                            Page

SECTION 11.01.     Incorporators, Stockholders, Officers
                             and Directors of Issuer Exempt
                             from Individual Liability........................61
SECTION 11.02.     Provisions of Indenture for the
                             Sole Benefit of Parties and
                             Debt Securityholders.............................62
SECTION 11.03.     Successors and Assigns of Issuer Bound
                             by Indenture.....................................62
SECTION 11.04.     Notices and Demands on Issuer, Trustee
                             and Debt Securityholders.........................62
SECTION 11.05.     Officers' Certificate and Opinions of
                             Counsel; Statements to Be Contained
                             Therein..........................................63
SECTION 11.06.     Payments Due on Saturdays, Sundays and
                             Holidays.........................................64
SECTION 11.07.     Conflict of Any Provision of Indenture with
                             Trust Indenture Act of 1939......................64
SECTION 11.08.     New York Law to Govern.....................................65
SECTION 11.09.     Counterparts...............................................65
SECTION 11.10.     Effect of Headings.........................................65

                                   ARTICLE XII

                 Redemption of Debt Securities and Sinking Funds

SECTION 12.01.     Applicability of Article...................................65
SECTION 12.02.     Notice of Redemption; Partial Redemptions..................65
SECTION 12.03.     Payment of Debt Securities Called for
                             Redemption.......................................67
SECTION 12.04.     Exclusion of Certain Debt Securities
                             from Eligibility for Selection for
                             Redemption.......................................68
SECTION 12.05.     Mandatory and Optional Sinking Funds.......................68

                                  ARTICLE XIII

                       Defeasance and Covenant Defeasance

SECTION 13.01.     Applicability of Article; Issuer's Option
                             to Effect Defeasance or Covenant
                             Defeasance.......................................72
SECTION 13.02.     Defeasance and Discharge...................................72
SECTION 13.03.     Covenant Defeasance........................................73


                                        v

                                                                            Page

SECTION 13.04.     Conditions to Defeasance or Covenant
                             Defeasance.......................................73
SECTION 13.05.     Deposited Monies and U.S. Government
                   Obligations to Be Held in Trust; Other
                             Miscellaneous Provisions.........................76
SECTION 13.06.     Reinstatement..............................................77

                                   ARTICLE XIV

                        Subordination of Debt Securities

SECTION 14.01.     Securities Subordinate to Senior Debt......................77
SECTION 14.02.     Payment Over of Proceeds upon
                             Dissolution, etc.................................77
SECTION 14.03.     Prior Payment to Senior Debt upon
                             Acceleration of Debt Securities..................79
SECTION 14.04.     No Payment When Senior Debt in Default.....................80
SECTION 14.05.     Payment Permitted If No Default............................81
SECTION 14.06.     Subrogation to Rights of Holders of
                             Senior Debt......................................81
SECTION 14.07.     Provisions Solely To Define Relative
                             Rights...........................................82
SECTION 14.08.     Trustee To Effectuate Subordination........................82
SECTION 14.09.     No Waiver of Subordination Provisions......................82
SECTION 14.10.     Notice to Trustee..........................................82
SECTION 14.11.     Reliance on Judicial Order or Certificate
                             of Liquidating Agent.............................83
SECTION 14.12.     Trustee Not Fiduciary for Holders of Senior Debt
                             Trustee Not Fiduciary for Holders
                             of Senior Debt...................................83
SECTION 14.13.     Rights of Trustee as Holder of Senior Debt;
                             Preservation of Trustee's Rights.................83
SECTION 14.14.     Article Applicable to Paying Agents........................84
SECTION 14.15.     Defeasance of this Article XIV.............................84
SECTION 14.16.     Certain Conversions or Exchanges
                             Deemed Payment...................................84

Exhibit 1


                                       vi

                                                                               1

                       SUBORDINATED INDENTURE, dated as of
                 _______ ___,_____, between Financial Security
                      Assurance Holdings Ltd., a New York
                         corporation (the "Issuer"), and
                                       , a
                                (the "Trustee").

W I T N E S S E T H :

WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done;

ARTICLE I

Definitions

this Indenture. All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles, and the term "generally accepted accounting principles" means such accounting principles as are generally accepted at the time of any computation. The words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular.

"Board of Directors" means either the Board of Directors of the Issuer or any committee of such Board duly authorized to act hereunder.

"Depositary" means with respect to any Debt Securities issued in the form of one or more Registered Global Securities, such Person as the Board of Directors may designate and its successors.

"Dollars" shall mean United States Dollars.

"Event of Default" means any event or condition specified as such in
Section 5.01.

"Holder", "Holder of Debt Securities", "Debt Securityholder" or other similar terms mean the registered holder of any Debt Security.

"Interest" means, when used with respect to non-interest bearing Debt Securities, interest payable after maturity.

"Issuer" means Financial Security Assurance Holdings Ltd., a New York corporation, and, subject to Article Nine, its successors and assigns.

"Junior Subordinated Payment" has the meaning specified in Section 14.02.

"Mortgage" means any mortgage, pledge, lien, security interest or other encumbrance.

"Original Issue Discount Debt Security" means any Debt Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to
Section 5.01.

(a) Debt Securities theretofore canceled by the Trustee or delivered to the Trustee for cancelation;

acceleration of the maturity thereof pursuant to Section 5.01.

"Principal" whenever used with reference to the Debt Securities or any Debt Security or any portion thereof, shall be deemed to include "and premium, if any".

"Registered Global Security" means a Debt Security issued to the Depositary in accordance with Article Two and bearing the legend prescribed in
Section 2.12.

"Restricted Subsidiary" means Financial Security Assurance Inc., a New York corporation, and any successor to all or substantially all of its business; provided that such successor is a Subsidiary.

"Senior Debt" means the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Issuer whether or not such claim for post-petition interest is allowed in such proceeding), on Debt, whether incurred on or prior to the date of this Indenture or thereafter incurred, unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are not superior in right of payment to the Debt Securities or to the other Debt which is pari passu with, or

subordinated to, the Debt Securities; provided, however, that Senior Debt shall not be deemed to include (a) any Debt of the Issuer which when incurred and without respect to Section 1111(b) of the Bankruptcy Code was without recourse to the Issuer, (b) any Debt of the Issuer to any of its Subsidiaries, (c) Debt to any employee of the Issuer, (d) any liability for taxes, (e) Debt or other monetary obligations to trade creditors created or assumed by the Issuer by or any of its Subsidiaries in the ordinary course of business in connection with the obtaining of goods, materials or services and (f) the Debt Securities.

"Trustee" means the Person identified as "Trustee" in the first paragraph hereof and, subject to the provisions of Article Six, shall also include any successor trustee.

ARTICLE II

Securities

SECTION 2.02. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication on all Debt Securities shall be in substantially the following form:

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

[TRUSTEE]
as Trustee

by ______________________________
Authorized Officer

SECTION 2.03. Amount Unlimited; Issuable in Series. The aggregate principal amount of Debt Securities which may be authenticated and delivered under this Indenture is unlimited.

The Debt Securities may be issued in one or more series. There shall be established in or in accordance with a resolution of the Board of Directors and set forth in an

Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Debt Securities of any series:

(3) the date or dates on which the principal of the Debt Securities of the series is payable;

(5) the place or places where the principal and any interest on Debt Securities of the series shall be payable (if other than as provided in
Section 3.02);

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

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

(11) the additions, modifications or deletions, if any, in the Events of Default or covenants of the Issuer set forth herein with respect to the Debt Securities of such series.

shall be determined and any commodities, currencies, currency units or indices, value, rate or price relevant to such determination;

(14) the application, if any, of Section 13.02 or Section 13.03 to the Debt Securities of any series;

(17) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture); and

(18) any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Debt Securities of such series.

such Debt Securities, and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon:

(1) a certified copy of any resolution or resolutions of the Board of Directors authorizing the action taken pursuant to the resolution or resolutions delivered under clause (2) below;

(2) a copy of any resolution or resolutions of the Board of Directors relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer;

(3) an executed supplemental indenture, if any;

(4) an Officers' Certificate setting forth the form and terms of the Debt Securities as required pursuant to Sections 2.01 and 2.03, respectively and prepared in accordance with Section 11.05;

(5) an Opinion of Counsel, prepared in accordance with Section 11.05, which shall state:

(A) that the form or forms and terms of such Debt Securities have been established by or in accordance with a resolution of the Board of Directors or by a supplemental indenture as permitted by Sections 2.01 and 2.03 in conformity with the provisions of this Indenture;

(B) that such Debt Securities, when authenti cated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer;

(C) that all laws and requirements in respect of the execution and delivery by the Issuer of the Debt Securities have been complied with; and

(D) such other matters as the Trustee may reasonably request.

The Trustee shall have the right to decline to authenticate and deliver any Debt Securities under this

Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders.

In case any officer of the Issuer who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Security so signed shall be authenticated and delivered by the Trustee or disposed of by the Issuer, such Debt Security nevertheless may be authenticated and delivered or disposed of as though the person who signed such Debt Security had not ceased to be such officer of the Issuer; and any Debt Security may be signed on behalf of the Issuer by such persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the Issuer, although at the date of the execution and delivery of this Indenture any such person was not such an officer.

authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture.

The person in whose name any Debt Security of any series is registered at the close of business on any record date applicable to a particular series with respect to any interest payment date for such series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding any transfer or exchange of such Debt Security subsequent to the record date and prior to such interest payment date, except if and to the extent the Issuer shall default in the payment of the interest due on such interest payment date for such series, in which case such defaulted interest shall be paid to the persons in whose names outstanding Debt Securities for such series are registered at the close of business on a subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interest) established by notice given by mail by or on behalf of the Issuer to the holders of Debt Securities not less than 15 days preceding such subsequent record date. The term "record date" as used with respect to any interest payment date (except a date for payment of defaulted interest) shall mean the date specified as such in the terms of the Debt Securities of any particular series, or, if no such date is so specified, if such interest payment date is the first day of a calendar month, the fifteenth day of the next preceding calendar month or, if such interest payment date is the fifteenth day of a calendar month, the first day of such

calendar month, whether or not such record date is a Business Day.

Subject to Section 2.12, any Debt Security or Debt Securities of any series may be exchanged for a Debt Security or Debt Securities of the same series in other authorized denominations, in an equal aggregate principal amount. Debt Securities of any series to be exchanged shall be surrendered at an office or agency to be maintained by the Issuer for the purpose as provided in
Section 3.02, and the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor the Debt Security or Debt Securities of the same series which the Debt Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding.

The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of

transfer of Debt Securities. No service charge shall be made for any such transaction.

shall furnish to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such security or indemnity as any of them may require to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee evidence to their satisfaction of the destruction, loss or theft of such Debt Security and of the ownership thereof.

SECTION 2.10. Cancelation of Debt Securities; Destruction Thereof. All Debt Securities surrendered for payment, redemption, registration of transfer, for conversion or exchange, or for credit against any payment in respect of a sinking or analogous fund, if surrendered to the Issuer or any agent of the Issuer or the Trustee, shall be delivered to the Trustee for cancelation or, if surrendered to the Trustee, shall be canceled by it; and no Debt Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall destroy canceled Debt Securities held by it and deliver a certificate of destruction to the Issuer. If the Issuer shall acquire any of the Debt Securities, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Debt Securities unless and until the same are delivered to the Trustee for cancelation.

Security may be transferred, in whole but not in part, by the Depositary to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. Unless this Registered Global Security is presented by an authorized representative of the Depositary to the Issuer or its agent for registration of transfer, exchange or payment, and, in the case of any transfer or exchange, any Registered Global Security issued in exchange therefor is registered in the name of the Depositary or such other name as requested by an authorized representative of the Depositary and, in the case of any payment, such payment is made to the Depositary or the Depositary's nominee, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof has an interest herein."

(c) The Depositary shall be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation.

and in its sole discretion determine that the Debt Securities of any series shall no longer be represented by Registered Global Securities and that the provisions of this Section 2.12 shall no longer apply to the Debt Securities of such series. In such event the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Issuer, will authenticate and deliver, Debt Securities of such series in definitive registered form without coupons, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Registered Global Securities of such series then outstanding in exchange for such Registered Global Securities. Upon the exchange of the Registered Global Securities for such Debt Securities in definitive registered form without coupons, in authorized denominations, such Registered Global Securities shall be canceled by the Trustee. Such Debt Securities in definitive registered form issued in exchange for the Registered Global Securities pursuant to this Section 2.12(d) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debt Securities to the Persons in whose names such Debt Securities are so registered.

ARTICLE III

Covenants of the Issuer

holders of Debt Securities entitled thereto as they shall appear on the registry books of the Issuer.

SECTION 3.02. Offices for Payments, etc. So long as any of the Debt Securities remain outstanding, the Issuer will maintain in the Borough of Manhattan, the City of New York, the following for each series: an office or agency (a) where the Debt Securities may be presented for payment, (b) where the Debt Securities may be presented for registration of transfer and for exchange as in this Indenture provided and (c) where notices and demands to or upon the Issuer in respect of the Debt Securities or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Trustee's office at [ ], as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office.

SECTION 3.04. Paying Agents. Whenever the Issuer shall appoint a paying agent other than the Trustee with respect to the Debt Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section:

(b) that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Debt Securities of such series) to make any payment of

the principal of or interest on the Debt Securities of such series when the same shall be due and payable.

Anything in this Section to the contrary notwith standing, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Sections 10.03 and 10.04.

SECTION 3.05. Written Statement to Trustee. The Issuer will deliver to the Trustee on or before ________ in each year (beginning with _______) a written statement, signed by two of its officers (one of whom shall be the principal executive officer, principal financial officer or principal accounting officer of the Issuer) as to their knowledge of the Issuer's compliance with all conditions and covenants under this Indenture (such compliance to be determined without regard to any period of grace or requirement of notice under this Indenture) and stating that in the course of the performance of their duties as officers of the Issuer they would normally have knowledge of any

default by the Issuer in the performance or fulfillment of any covenant, agreement or condition contained in this Indenture, stating whether or not they have knowledge of any such default and, if so, specifying each such default of which the signers have knowledge and the nature thereof. This written statement need not comply with Section 11.05.

SECTION 3.06. [Reserved].

(a) a sale, transfer or other disposition of any capital stock of any Restricted Subsidiary to a wholly owned Subsidiary of the Issuer or such Subsidiary;

SECTION 3.08. Corporate Existence. The Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

SECTION 3.09. Waiver of Certain Covenants. The Issuer may omit in respect of the Debt Securities, in any particular instance, to comply with any covenants or conditions set forth in Sections 3.07 and 3.08, if before or after the time for such compliance the Holders of at least a majority in aggregate principal amount of the Outstanding Debt Securities of all series (voting as a class) either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent expressly waived, and, until such waiver shall become effective, the obligations of the Issuer

and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect.

ARTICLE IV

Debt Securityholders' Lists and Reports by the Issuer and the Trustee

(i) semiannually and not more than 15 days after each record date for the payment of interest on such Debt Securities, as hereinabove specified, as of such record date and on dates to be determined pursuant to Section 2.03 for non-interest bearing securities in each year; and

(b) The Issuer hereby appoints the Trustee as Debt Security Registrar and the Trustee hereby consents to such appointment for each series of Debt Securities to be issued hereunder.

SECTION 4.02. Preservation and Disclosure of Debt Securityholders' Lists. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, all informa tion as to the names and addresses of the holders of each series of Debt Securities contained in the most recent list furnished to it as provided in Section 4.01 or maintained by the Trustee in its capacity as Debt Security registrar for such series, if so acting. The Trustee may destroy any list furnished to it as provided in Section 4.01 upon receipt of a new list so furnished.

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

(ii) inform such applicants as to the approximate number of holders of Debt Securities of such series or all Debt Securities, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee, in accordance with the provisions of subsection (a) of this Section, and as to the approximate cost of mailing to such Debt Security holders the form of proxy or other communication, if any, specified in such application.

Securities of such series or all Debt Securities, as the case may be, or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met, and shall enter an order so declaring, the Trustee shall mail copies of such material to all such Debt Securityholders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application.

(c) Each and every holder of Debt Securities, by receiving and holding the same, agrees with the Issuer and the Trustee that neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the holders of Debt Securities in accordance with the provisions of subsection (b) of this Section, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under such subsection (b).

SECTION 4.03. Reports by the Issuer. The Issuer covenants:

(a) to file with the Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations pre scribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, but if the Issuer is not required to file information, documents, or reports pursuant to either of such Sections, then to file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents, and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934, or in respect of a security

listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

SECTION 4.04. Reports by the Trustee. (a) Within 60 days after _______ of each year (beginning with _________) the Trustee shall transmit to the Debt Securityholders, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act of 1939, a brief report dated as of such ________ if required by Section 313(a) of the Trust Indenture Act of 1939.

(b) The Trustee shall comply with Sections 313(b) and 313(c) of the Trust Indenture Act of 1939.

ARTICLE V

Remedies of the Trustee and Debt Securityholders on Event of Default

(c) default in the payment of any sinking fund instalment as and when the same shall become due and payable by the terms of the Debt Securities of such series; or

(f) default by the Issuer with respect to any Indebtedness, which default results in the acceleration of Indebtedness in an amount in excess of $10,000,000 or the equivalent thereof in any other currency or composite currency without such Indebtedness having been discharged or such acceleration having been incurred, waived, rescinded or annulled for a period of 10 days after written notice thereof shall have been given by registered or certified mail, return receipt requested, to the Issuer by the Trustee, or to the Issuer and the Trustee by the holders of not less than 25% in aggregate principal amount of the outstanding Debt Securities (treated as one class) and stating that such notice is a "Notice of Default" hereunder; or

(g) entry by a court having jurisdiction in the premises of a decree or order for relief in respect of the Issuer or any Restricted Subsidiary in an involun tary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law if not dismissed within 30 days; or

(h) commencement by the Issuer or any Restricted Subsidiary of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law; or

(i) any other Event of Default provided in the supplemental indenture or resolution of the Board of Directors under which such series of Debt Securities is

issued or in the form of Debt Security for such series.

If an Event of Default described in clauses (a), (b) or (c) above occurs and is continuing, then, and in each and every such case, unless the principal of all of the Debt Securities of such series shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Debt Securities of such series then Outstanding hereunder (each such series voting as a separate class) by notice in writing to the Issuer (and to the Trustee if given by Debt Securityholders), may declare the entire principal (or, if the Debt Securities of such series are Original Issue Discount Debt Securities, such portion of the principal amount as may be specified in the terms of such series) of all Debt Securities of such series and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, provided that the payment of principal and interest on such Debt Securities shall remain subordinated to the extent provided in Article Fourteen. If an Event of Default described in clause (d) above (if such Event of Default is with respect to less than all series of Debt Securities then Outstanding) or clause (i) above (unless otherwise provided in the supplemental indenture or resolution of the Board of Directors under which such series of Debt Securities is issued or in the form of Debt Security for such series) occurs and is continuing, then, and in each and every such case, unless the principal of all of the Debt Securities of such series shall have already become due and payable, either the Trustee or the holders of not less than 25% of the aggregate principal amount of the Debt Securities of all such affected series then outstanding hereunder (voting as a single class) by notice in writing to the Issuer (and to the Trustee if given by Debt Security holders), may declare the entire principal (or, if the Debt Securities of any such series are Original Issue Discount Debt Securities, such portion of the principal amount as may be specified in the terms of such series) of all Debt Securities of all such affected series and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, provided that the payment of principal and interest on such Debt Securities shall remain subordinated to the extent provided in Article Fourteen. If an Event of Default described in clause (d) (if the Event of Default under clause (d) is with respect to all series of Debt Securities then outstanding),
(e), (f), (g) or (h) occurs and is continuing, then and in each and every such

case, unless the principal of all the Debt Securities shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of all the Debt Securities then Outstanding hereunder (treated as one class), by notice in writing to the Issuer (and to the Trustee if given by Debt Securityholders), may declare the entire principal (or, if any Debt Securities are Original Issue Discount Debt Securities, such portion of the principal as may be specified in the terms thereof) of all the Debt Securities then outstanding and interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, provided that the payment of principal and interest on such Debt Securities shall remain subordinated to the extent provided in Article Fourteen.

The foregoing provisions, however, are subject to the condition that if, at any time after the principal (or, if the Debt Securities are Original Issue Discount Debt Securities, such portion of the principal as may be specified in the terms thereof) of the Debt Securities of any series (or of all the Debt Securities, as the case may be) shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a sum sufficient to pay all matured instalments of interest upon all the Debt Securities of such series (or of all the Debt Securities, as the case may be) and the principal of any and all Debt Securities of such series (or of all the Debt Securities, as the case may be) which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue instalments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Debt Securities) specified in the Debt Securities of such series (or at the respective rates of interest or Yields to Maturity of all the Debt Securities, as the case may be) to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of negligence or bad faith, and if any and all Events of Default under the Indenture, other than the non-payment of the principal of Debt Securities which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein -- then and in every such case (1) with

respect to an Event of Default described in clauses (a), (b) and (c) above, the holders of a majority in aggregate principal amount of the Debt Securities of such series, voting as a separate class, then outstanding, by written notice to the Issuer and to the Trustee, may waive all defaults with respect to such series and rescind and annul such declaration and its consequences, (2) with respect to an Event of Default described in clause (d) above (if such Event of Default is with respect to less than all series of Debt Securities then Outstanding) or clause (i) above (unless otherwise provided in the supplemental indenture or resolution of the Board of Directors under which such series of Debt Securities is issued or in the form of Debt Security for such series), the holders of a majority in aggregate principal amount of the Debt Securities of all such affected series (voting as a single class) then Outstanding, by written notice to the Issuer and to the Trustee, may waive all such defaults with respect to all such affected series and rescind and annul such declaration and its consequences and (3) with respect to an Event of Default described in clauses (d) (if such Event of Default is with respect to all Series of Debt Securities then Outstanding), (e), (f), (g) and (h), the holders of a majority in aggregate principal amount of the Debt Securities of all series (voting as a single class) then Outstanding by written notice to the Issuer and to the Trustee, may waive all such defaults with respect to all the Debt Securities then Outstanding and rescind and annul such declaration and its consequences. No such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.

Until such demand is made by the Trustee, the Issuer may pay the principal of and interest on the Debt Securities of any series to the registered holders, whether or not the principal of and interest on the Debt Securities of such series be overdue.

(c) to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Debt Securityholders and of the Trustee on their behalf; and any trustee, receiver, or liquida tor, custodian or other similar official is hereby authorized by each of the Debt Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Debt Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predeces sor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith and all other amounts due to the Trustee or any predecessor Trustee pursuant to
Section 6.06.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Debt Securityholder any plan or reorganization, arrangement, adjustment or compo sition affecting the Debt Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Debt Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person.

All rights of action and of asserting claims under this Indenture, or under any of the Debt Securities, may be enforced by the Trustee without the possession of any of the Debt Securities or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Debt Securities in respect of which such action was taken.

action was taken, and it shall not be necessary to make any holders of such Debt Securities parties to any such proceedings.

SECOND: In case the principal of the Debt Securities of such series in respect of which monies have been collected shall not have become and be then due and payable, to the payment of interest on the Debt Securities of such series in default in the order of the maturity of the instalments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue instalments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Debt Securities) specified in such Debt Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference;

upon the overdue principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity in the case of Original Issue Discount Debt Securities) specified in the Debt Securities of such series; and in case such monies shall be insufficient to pay in full the whole amount so due and unpaid upon the Debt Securities of such series, then to the payment of such principal and interest or yield to maturity, without preference or priority of principal over interest or yield to maturity, or of interest or yield to maturity over principal, or of any instalment of interest over any other instalment of interest, or of any Debt Security of such series over any other Debt Security of such series, ratably to the aggregate of such principal and accrued and unpaid interest or yield to maturity; and

FOURTH: To the payment of the remainder, if any, to the Issuer or any other person lawfully entitled thereto.

SECTION 5.05. Restoration of Rights on Abandon ment of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every such case the Issuer and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Trustee and the Debt Security holders shall continue as though no such proceedings had been taken.

SECTION 5.09. Control by Debt Securityholders. The Holders of a majority in aggregate principal amount of the Debt Securities of each series affected (with each series voting as a separate class) at the time outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Sections 6.01 and 6.02) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or responsible officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Debt Securities of all series so affected not joining in the giving of said direction, it being understood that (subject

to Sections 6.01 and 6.02) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders.

extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

SECTION 5.12 Right of Court to Require Filing of Undertaking to Pay Costs. All parties to this Indenture agree, and each Holder of any Debt Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Debt Security holder or group of Debt Securityholders of any series holding in the aggregate more than 10% in aggregate principal amount of the Debt Securities of such series, or, in the case of any suit relating to or arising under clause (d) of Section 5.01 (if the suit relates to Debt Securities of more than one but less than all series) or under clause (i) of Section 5.01 (unless otherwise provided in the supplemental indenture or resolution of the Board of Directors under which such series of Debt Securities is

issued or in the form of Debt Security for such series), 10% in aggregate principal amount of Debt Securities outstanding affected thereby, or in the case of any suit relating to or arising under clause (d) (if the suit under clause
(d) relates to all the Debt Securities then outstanding), (e), (f), (g) or (h) of Section 5.01, 10% in aggregate principal amount of all Debt Securities Outstanding, or to any suit instituted by any Debt Securityholder for the enforcement of the payment of the principal of or interest on any Debt Security on or after the due date expressed in such Debt Security.

ARTICLE VI

Concerning the Trustee

SECTION 6.01. Duties and Responsibilities of the Trustee; During Default; Prior to Default. With respect to the Holders of any series of Debt Securities issued here under, the Trustee, prior to the occurrence of an Event of Default with respect to the Debt Securities of a particular series and after the curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Debt Securities of a series has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

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

(i) the duties and obligations of the Trustee with respect to the Debt Securities of any Series shall be determined solely by the express pro visions of this Indenture, and the Trustee shall

not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

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

None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the perform ance of any of its duties or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it.

SECTION 6.02. Certain Rights of the Trustee. Subject to Section 6.01:

(a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution,

Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

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

to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor trustee, shall be repaid by the Issuer upon demand; and

SECTION 6.04. Trustee and Agents May Hold Debt Securities; Collections, Etc. The Trustee or any agent of the Issuer or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Debt Securities with the same rights it would have if it were not the Trustee or such agent and, subject to Sections 6.08 and 6.13, if operative, may otherwise deal with the Issuer and receive, collect, hold and retain collections from the Issuer with the same rights it would have if it were not the Trustee or such agent.

law. Neither the Trustee nor any agent of the Issuer or the Trustee shall be under any liability for interest on any monies received by it hereunder.

conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Debt Securityholder who has been a bona fide Holder of a Debt Security or Debt Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

(b) If at any time any of the following shall occur:

(ii) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.09 and shall fail to resign after written request therefor by the Issuer or by any Debt Securityholder; or

or the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 5.12, any Debt Securityholder who has been a bona fide Holder of a Debt Security or Debt Securities of such series for at least six months may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.

rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.06.

If a successor trustee is appointed with respect to the Debt Securities of one or more (but not all) series, the Issuer, the predecessor trustee and each successor trustee with respect to the Debt Securities of any appli cable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Debt Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the admini stration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supple mental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts under separate indentures.

No successor trustee with respect to any series of Debt Securities shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 310(b) of the Trust Indenture Act of 1939 and eligible under the provisions of Section 6.09.

ARTICLE VII

Concerning the Debt Securityholders

Unless the Issuer determines otherwise, the record date for purposes of determining the identity of Debt Securityholders of any series entitled to consent to any action referred to in Section 7.01 shall be 30 days prior to the first solicitation of such consent. After such record date, notwithstanding any other provisions hereof, with respect to Debt Securities of any series, only Debt Securityholders of Debt Securities of such series of record on such record date shall be entitled to so give such consent or revoke such consent.

thereon) for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, interest on such Debt Security and for all other purposes; and neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be affected by any notice to the contrary. All such payments so made to any such person, or upon his order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for monies payable upon any such Debt Security.

SECTION 7.04. Debt Securities Owned by Issuer Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate principal amount of Outstanding Debt Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Debt Securities which are owned by the Issuer or any other obligor on the Debt Securities with respect to which such determination is being made or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Debt Securities with respect to which such determina tion is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Debt Securities which the Trustee knows are so owned shall be so disregarded. Debt Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Debt Securities and that the pledgee is not the Issuer or any other obligor upon the Debt Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Debt Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Issuer shall furnish to the Trustee promptly an Officers' Certificate listing and identifying all Debt Securities, if any, known by the Issuer to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 and 6.02, the Trustee shall be entitled to accept such Officers' Certificate as conclusive evidence of the facts therein set forth and of the fact that all Debt Securities not listed therein are Outstanding for the purpose of any such determination.

SECTION 7.05. Right of Revocation of Action Taken. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 7.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Debt Securities of any or all series, as the case may be, specified in this Indenture in connection with such action, any Holder of a Debt Security the serial number of which is shown by the evidence to be included among the serial numbers of the Debt Securities the Holders of which have consented to such action may, by filing written notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far as concerns such Debt Security. Except as aforesaid any such action taken by the Holder of any Debt Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Debt Security and of any Debt Securities issued in exchange or substitu tion therefor, irrespective of whether or not any notation in regard thereto is made upon any such Debt Security. Any action taken by the Holders of the percentage in aggregate principal amount of the Debt Securities of any or all series, as the case may be, specified in this Indenture in connection with such action shall be conclusively binding upon the Issuer, the Trustee and the Holders of all the Debt Securities affected by such action.

ARTICLE VIII

Supplemental Indentures

SECTION 8.01. Supplemental Indentures Without Consent of Debt Securityholders. The Issuer and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes:

(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Debt Securities of one or more series any property or assets;

(d) to cure any ambiguity or to correct or supple ment any provision contained herein or in any supple mental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Issuer may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Debt Securities;

facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 6.11; and

(g) to modify the provisions in Article Fourteen of this Indenture with respect to the subordination of Outstanding Debt Securities of any series in a manner not adverse to the Holders thereof.

SECTION 8.02 Supplemental Indentures with Consent of Debt Securityholders. With the consent (evidenced as provided in Article Seven) of the Holders of not less than a majority in aggregate principal amount of the Debt Securities at the time Outstanding of all series affected by such supplemental indenture (voting as one class), the Issuer and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Debt Securities of such series; provided, that no such supplemental indenture shall (a) extend the final maturity of any Debt Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or reduce the amount of the principal of an Original Issue Discount Debt Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 5.01 or the amount thereof provable in bankruptcy pursuant to Section 5.02, or impair or affect the right of

any Debt Securityholder to institute suit for the payment thereof or, if the Debt Securities provide therefor, any right of repayment at the option of the Debt Securityholder without the consent of the Holder of each Debt Security so affected, (b) reduce the aforesaid percentage of Debt Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Debt Security so affected or (c) modify the provisions in Article Fourteen of this Indenture with respect to the subordination of Outstanding Debt Securities of any series in a manner adverse to the Holders thereof.

respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Issuer and the Holders of Debt Securities of each series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

ARTICLE IX

Consolidation, Merger, Sale or Conveyance

SECTION 9.01. Covenant Not to Merge, Consolidate, Sell or Convey Property Except under Certain Conditions. So long as Debt Securities are outstanding, the Issuer shall not consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, unless:

(a) the corporation formed by such consolidation or into which the Issuer is merged or which purchases or acquires by conveyance or transfer, or which leases,

the properties and assets of the Issuer as an entirety or substantially as an entirety, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;

Such successor corporation may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession any or all of the Debt Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Debt Securities which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Debt Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debt

Securities had been issued at the date of the execution hereof.

SECTION 9.03. Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 6.01 and 6.02, may receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquida tion or dissolution, complies with the applicable provisions of this Indenture.

ARTICLE X

Satisfaction and Discharge of Indenture;
Unclaimed Monies

SECTION 10.01. Satisfaction and Discharge of Indenture. If at any time (a) the Issuer shall have paid or caused to be paid the principal of and interest on all the Debt Securities of any series outstanding hereunder (other than Debt Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancelation all Debt Securities of any series theretofore authenticated (other than any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (c) (i) all the Debt Securities of such series not theretofore delivered to the Trustee for cancelation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Issuer shall have

irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than monies repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.04) or direct obligations of the United States of America, backed by its full faith and credit, maturing as to principal and interest in such amounts and at such times as will insure the availability of cash sufficient to pay at maturity or upon redemption all Debt Securities of such series (other than any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancelation, including principal and interest due or to become due to such date of maturity as the case may be, and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Debt Securities of such series, then this Indenture shall cease to be of further effect with respect to Debt Securities of such series (except as to
(i) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Debt Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, if any, of holders of Debt Securities to convert or exchange Debt Securities, (v) the rights, obligations and immunities of the Trustee hereunder and (vi) the rights of the Debt Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided that the rights of Holders of the Debt Securities to receive amounts in respect of principal of and interest on the Debt Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Debt Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Debt Securities of such series.

ARTICLE XI

Miscellaneous Provisions

by the Issuer or any Debt Securityholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made at the Corporate Trust Office.

Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to

Any certificate, statement or opinion of an officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of or repre sentations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters, information with respect to which is in the possession of the Issuer, upon the certificate, statement or opinion of or representa tions by an officer or officers of the Issuer, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous.

Any certificate or opinion of any independent firm of public accountants filed with the Trustee shall contain a statement that such firm is independent.

SECTION 11.10. Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

ARTICLE XII

Redemption of Debt Securities and Sinking Funds

Securities or portions of Debt Securities so called for redemption shall cease to accrue and, except as provided in Sections 6.05 and 10.04, such Debt Securities shall cease from and after the date fixed for redemption to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Debt Securities except the right to receive the redemption price thereof and unpaid interest to the date fixed for redemption. On presentation and surrender of such Debt Securities at a place of payment specified in said notice, said Debt Securities or the specified portions thereof shall be paid and redeemed by the Issuer at the applicable redemp tion price, together with interest accrued thereon to the date fixed for redemption; provided that any semiannual payment of interest becoming due on the date fixed for redemption shall be payable to the Holders of such Debt Securities registered as such on the relevant record date subject to the terms and provisions of Section 2.04 hereof.

Upon presentation of any Debt Security redeemed in part only, the Issuer shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Issuer, a new Debt Security or Debt Securities of such series, of authorized denomina tions, in principal amount equal to the unredeemed portion of the Debt Security so presented.

On or before the forty-fifth day next preceding each sinking fund payment date for any series, the Issuer will deliver to the Trustee a written statement (which need not contain the statements required by Section 11.05) signed by an authorized officer of the Issuer (a) specifying the portion of the mandatory sinking fund payment to be satis fied by payment of cash and the portion to be satisfied by credit of Debt Securities of such series, (b) stating that none of the Debt Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Issuer intends to pay on or before the next succeeding sinking fund payment date.

With respect to any sinking fund payment date, any Debt Securities of such series to be credited and required to be delivered to the Trustee in order for the Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancelation pursuant to Section 2.10 to the Trustee on or prior to the thirty-fifth day preceding such sinking fund payment date (or reasonably promptly thereafter if accept able to the Trustee). Failure of the Issuer, on or before any such thirty-fifth day, to deliver any such Debt Securities shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Issuer, and the Issuer shall become unconditionally obligated, to pay in cash on the next succeeding sinking fund payment date that portion of the mandatory sinking fund payment due on such date that would have been satisfied by the delivery of such Debt Securities.

Such written statement shall, except as provided in the next preceding paragraph, be irrevocable and upon its receipt by the Trustee the Issuer shall become uncondition ally obligated to make all the cash payments therein referred to, if any, on the next succeeding sinking fund payment date. Failure of the Issuer, on or before any such forty-fifth day, to deliver such written statement shall not constitute a default but shall constitute, in and as of such date, the irrevocable election of the Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Debt Securities of such series in respect thereof and (ii) that the Issuer will make no optional sinking fund payment with respect to such series as provided in this Section.

If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Issuer shall so request) with respect to the Debt Securities of any particular series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Debt Securities of such series at the sinking fund redemp tion price together with accrued interest to the date fixed for redemption. If such amount shall be $50,000 or less and the Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 is available. The Trustee shall select, in the manner provided in Section

12.02, for redemption on such sinking fund payment date a sufficient principal amount of Debt Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Issuer) inform the Issuer of the serial numbers of the Debt Securities of such series (or portions thereof) so selected. Debt Securities of any series which are (a) owned by the Issuer or an entity known by the Trustee to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer, as shown by the Debt Security register, and not known to the Trustee to have been pledged or hypothe cated by the Issuer or any such entity or (b) identified in an Officers' Certificate at least 30 days prior to the sinking fund payment date as being beneficially owned by, and not pledged or hypothecated by, the Issuer or an entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer shall be excluded from Debt Securities of such series eligible for selection for redemption. The Trustee, in the name and at the expense of the Issuer (or the Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Debt Securities of such series to be given in substantially the manner provided in Section 12.02 (and with the effect provided in Section 12.03) for the redemp tion of Debt Securities of such series in part at the option of the Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Debt Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund monies held on the stated maturity date of the Debt Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Debt Securities of such series shall be applied, together with other monies, if necessary, sufficient for the purpose, to the payment of the principal of, and interest on, the Debt Securities of such series at maturity.

The Trustee shall not redeem or cause to be redeemed any Debt Securities of a series with sinking fund monies or mail any notice of redemption of Debt Securities for such series by operation of the sinking fund during the

continuance of a default in payment of interest on such Debt Securities or of any Event of Default except that, where the mailing of notice of redemption of any Debt Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Debt Securities, provided that it shall have received from the Issuer a sum sufficient for such redemption. Except as aforesaid, any monies in the sinking fund for such series at the time when any such default or Event of Default shall occur, and any monies thereafter paid into the sinking fund, shall, during the continuance of such default or Event of Default, be deemed to have been collected under Article Five and held for the payment of all such Debt Securities. In case such Event of Default shall have been waived as provided in Section 5.10 or the default cured on or before the forty-fifth day preceding the sinking fund payment date in any year, such monies shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Debt Securities.

ARTICLE XIII

Defeasance and Covenant Defeasance

SECTION 13.03. Covenant Defeasance. Upon the Issuer's exercise of the above option applicable to this Section, the Issuer shall be released from its obligations under Section 3.07 (hereinafter, "covenant defeasance"). For this purpose, such covenant defeasance means that, with respect to the Outstanding Debt Securities of such series, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Debt Securities shall be unaffected thereby.

(a) the Issuer shall irrevocably have deposited or caused to be deposited with the Trustee (or another

trustee satisfying the requirements of Section 6.09 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such Debt Securities, (i) monies in an amount, or (ii) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, monies in an amount, or (iii) a combination thereof, sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of and interest on the outstanding Debt Securities of such series on the maturity of such principal or interest. Before such a deposit the Issuer may make arrangements satisfactory to the Trustee for the redemption of Debt Securities at a future date or dates in accordance with Article Twelve, which shall be given effect in applying the foregoing. For this purpose, "U.S. Government Obligations" means securities that are (A) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (B) obligations of any Person controlled or supervised by and acting as an agency or instrumental ity of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt.

(b) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to the Debt Securities of such series shall have occurred and be continuing (i) on the date of such deposit or (ii) insofar as Subsections 5.01(g) and 5.01(h) are concerned, at any time during the period ending on the 121st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period appli cable to the Issuer in respect of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).

(c) At the time of such deposit: (A) no default in the payment of principal of (or premium, if any) or interest on any Senior Debt shall have occurred and be continuing or (B) no other Event of Default with respect to any Senior Debt shall have occurred and be continuing and shall have resulted in such Senior Debt becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, or, in the case of either clause (A) or clause (B) above, each such default or Event of Default shall have been cured or waived or shall have ceased to exist.

(d) Such defeasance or covenant defeasance shall not (i) cause the Trustee for the Debt Securities to have a conflicting interest for purposes of the Trust Indenture Act of 1939 with respect to any securities of the Issuer or (ii) result in the trust arising from such deposit to constitute, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended.

(e) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Issuer is a party or by which it is bound.

(f) In the case of an election under Section 13.02, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer has received from the United States Internal Revenue Service (the "IRS") a private letter ruling, (ii) there has been published by the IRS a general revenue ruling, or (iii) since the date of this Indenture there has been a change in the applicable Federal income tax law

or the interpretation thereof, in each case to the effect that, and based thereon such opinion shall confirm that, the holders of the Outstanding Debt Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such defeasance had not occurred.

(g) In the case of an election under Section 13.03, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Debt Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.

(h) Such defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed by the Issuer in connection therewith pursuant to Section 2.01.

(i) The Issuer shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 13.02 or the covenant defeasance under Section 13.03 (as the case may be) have been complied with.

such monies need not be segregated from other funds except to the extent required by law.

Anything herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the written request of the Issuer any monies or U.S. Government Obligations held by it as provided in
Section 13.04 which, in the opinion of a nationally recog nized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.

ARTICLE XIV

Subordination of Debt Securities

SECTION 14.01. Securities Subordinate to Senior Debt. The Issuer covenants and agrees, and each Holder of Debt Security, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner herein after set forth in this Article, the payment of the principal of (and premium, if any) and interest on each and all of the Debt Securities are hereby expressly made subordinate and subject in right of payment to the prior

payment in full of all amounts then due and payable in respect of all Senior Debt.

SECTION 14.02. Payment Over of Proceeds upon Dissolution, etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquida tion, arrangement, reorganization, debt restructuring or other similar case or proceeding in connection with any insolvency or bankruptcy proceeding, relative to the Issuer or to its assets, or (b) any liquidation, dissolution or other winding up of the Issuer, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Issuer, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a "Proceeding") the holders of Senior Debt shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Debt Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Issuer (including any series of the Debt Securities) subordinated to the payment of the Debt Securities, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of principal of (or premium, if any) or interest on the Debt Securities or on account of the purchase or other acquisition of Debt Securities by the Issuer or any Subsidiary and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind of character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Debt Securities in any such Proceeding.

In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Debt Security shall have received any payment or distribu tion of assets of the Issuer of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Debt is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the

holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bank ruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Issuer for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concur rent payment or distribution to or for the holders of Senior Debt.

For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Issuer as reorganized or readjusted, or securities of the Issuer or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as the Debt Securities are so subordinated as provided in this Article. The consolidation of the Issuer with, or the merger of the Issuer into, another Person or the liquidation or dissolution of the Issuer following the sale of all or substantially all of its properties and assets as any entirety to another Person or the liquidation or dissolution of the Issuer following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Nine shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Issuer is merged or the Person which acquires by sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article Nine.

SECTION 14.03. Prior Payment to Senior Debt upon Acceleration of Debt Securities. In the event that any Debt Securities are declared due and payable before their stated maturity, then and in such event the holders of the Senior Debt outstanding at the time such Debt Securities so become due and payable shall be entitled to receive payment in full of all amounts due on or in respect of such Senior Debt (including any amounts due upon acceleration), or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Debt Securities are

entitled to receive any payment or distribution of any kind or character, whether in cash, properties or securities (including any Junior Subordinated Payment) by the Issuer on account of the principal of (or premium, if any) or interest on the Debt Securities or on account of the purchase or other acquisition of Debt Securities by the Issuer or any Subsidiary; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.05 Debt Securities which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration.

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

The provisions of this Section shall not apply to any payment with respect to which Section 14.02 would be applicable.

SECTION 14.04. No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing and shall have resulted in such Senior Debt becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event or default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any Junior Subordinated Payment) shall be made by the Issuer on account of principal of (or premium, if any) or interest, if any, on the Debt Securities or on account of the purchase or other acquisition of Debt Securities by the Issuer or any Subsidiary; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to

Section 12.02 Debt Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default.

The provisions of this Section shall not apply to any payment with respect to which Section 14.02 would be applicable.

SECTION 14.05. Payment Permitted If No Default. Nothing contained in this Article or elsewhere in this Indenture or in any of the Debt Securities shall prevent (a) the Issuer, at any time except during the pendency of any Proceeding referred to in Section 14.02 or under the conditions described in Sections 14.03 and 14.04, from making payments at any time of principal of (and premium, if any) or interest on the Debt Securities, or (b) the application by the Trustee of any money deposited with it hereunder to the payment of or on account of the principal of (and premium, if any) or interest on the Debt Securities or the retention of such payment by the Holders, if, at the time of such application by the Trustee, it did not have knowledge that such payment would have been prohibited by the provisions of this Article.

SECTION 14.06. Subrogation to Rights of Holders of Senior Debt. Subject to the payment in full of all Senior Debt, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, the Holders of the Debt Securities shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Debt pursuant to the provisions of this Article (equally and ratably with the holders of all indebtedness of the Issuer which by its express terms is subordinated to Senior Debt of the Issuer to substantially the same extent as the Debt Securities are subordinated to the Senior Debt and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Debt) to the rights of the holders of such Senior Debt to receive payments and distributions of cash, property and

securities applicable to the Senior Debt until the principal of (and premium, if any) and interest on the Debt Securities shall be paid in full. For purposes of such subrogation or assignment, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the Holders of the Debt Securities or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Debt by Holders of the Debt Securities or the Trustee, shall, as among the Issuer, its creditors other than holders of Senior Debt, and the Holders of the Debt Securities, be deemed to be a payment or distribution by the Issuer to or on account of the Senior Debt.

SECTION 14.07. Provisions Solely To Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Debt Securities on the one hand and the holders of Senior Debt on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Debt Securities is intended to or shall (a) impair, as between the Issuer and the Holders of the Debt Securities, the obligations of the Issuer, which are absolute and unconditional, to pay to the Holders of the Debt Securities the principal of (and premium, if any) and interest on the Debt Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Issuer of the Holders of the Debt Securities and creditors of the Issuer other than their rights in relation to the holders of Senior Debt; or (c) prevent the Trustee or the Holder of any Debt Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture including, without limitation, filing and voting claims in any Proceeding, subject to the rights, if any, under this Article of the holders of Senior Debt to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

SECTION 14.08. Trustee To Effectuate Subordination. Each Holder of a Debt Security by his or her acceptance thereof authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination provided in this Article and appoints the Trustee his or her attorney-in-fact for any and all such purposes.

SECTION 14.09. No Waiver of Subordination Provisions. No right of any present or future holder of any

Senior Debt to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Issuer with the terms, provisions and covenants of this Indenture, regard less of any knowledge thereof that any such holder may have or be otherwise charged with.

SECTION 14.10. Notice to Trustee. The Issuer shall give prompt written notice to the Trustee of any fact known to the Issuer which would prohibit the making of any payment to or by the Trustee in respect of the Debt Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Debt Securities, unless and until the Trustee shall have received written notice thereof from the Issuer or a holder of Senior Debt or from any trustee, agent or representative therefor (whether or not the facts contained in such notice are true); provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Debt Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it within two Business Days prior to such date.

SECTION 14.11. Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Issuer referred to in this Article, the Trustee, subject to the provisions of Article VI, and the Holders of the Debt Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Debt Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other

indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article.

SECTION 14.12. Trustee Not Fiduciary for Holders of Senior Debt Trustee Not Fiduciary for Holders of Senior Debt. The Trustee, in its capacity as trustee under this Indenture, shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be liable to any such holders if it shall in good faith mistakenly pay over or distribute to Holders of Debt Securities or to the Issuer or to any other Person cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of this Article or otherwise.

SECTION 14.13. Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's Rights. The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Debt which may at any time be held by it, to the same extent as any other holder of Senior Debt, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder.

SECTION 14.14. Article Applicable to Paying Agents. In case at any time any Paying Agent other than the Trustee shall have been appointed by the Issuer and be then acting hereunder, the term "Trustee" as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee.

SECTION 14.15. Defeasance of this Article XIV. The subordination of the Debt Securities provided by this Article XIV is expressly made subject to the provisions for defeasance or covenant defeasance in Article XIII and, anything herein to the contrary notwithstanding, upon the effectiveness of any such defeasance or covenant defeasance, the Debt Securities then outstanding shall thereupon cease to be subordinated pursuant to this Article.

SECTION 14.16. Certain Conversions or Exchanges Deemed Payment. For the purposes of this Article only, (a) the issuance and delivery of junior securities upon conversion or exchange of Debt Securities shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) or interest on

securities or on account of the purchase or other acquisition of Debt Securities, and (b) the payment, issuance or delivery of cash, property or securities (other than junior securities) upon conversion or exchange of a Debt Security shall be deemed to constitute payment on account of the principal of such security. For the purposes of this Section, the term "junior securities" means (i) shares of any stock of any class of the Issuer and (ii) securities of the Issuer which are subordinated in right of payment to all Senior Debt which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Debt Securities are so subordinated as provided in this Article.

FINANCIAL SECURITY ASSURANCE
HOLDINGS LTD.,

by
Authorized Officer

[CORPORATE SEAL]

Attest:

Secretary

[TRUSTEE],

[CORPORATE SEAL]

Attest:

Exhibit 1

[FORM OF FACE OF DEBT SECURITY]

No.
Cusip No.

Debt Securities , $ principal amount each

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

% Debt Security due 2098

this Debt Security, or unless no interest has been paid on these Debt Securities, in which case from , until payment of said principal sum has been made or duly provided for; provided that payment of interest may be made at the option of the Issuer by check mailed to the address of the person entitled thereto as such address shall appear on the security register and provided further that if the Issuer shall default in the payment of interest due on such , then this Debt Security shall bear interest from the next preceding
, to which interest has been paid or, if no interest has been paid on these Debt Securities, from . The interest so payable on any will subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Debt Security is registered at the close of business on the , as the case may be, next preceding .

Dated:

FINANCIAL SECURITY ASSURANCE
HOLDINGS LTD.,

Name:

Title:

Name:

Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

, as Trustee,

Authorized Officer

[FORM OF REVERSE OF DEBT SECURITY]

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

% Debt Security due

This Debt Security is one of a duly authorized issue of debentures, notes, bonds or other evidences of indebtedness of the Issuer (hereinafter called the "Debt Securities") of the series hereinafter specified, all issued or to be issued under and pursuant to the Subordinated Indenture dated as of , (herein called the "Indenture"), duly executed and delivered by the Issuer to , as Trustee (herein called the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Issuer and the Holders of the Debt Securities. The Debt Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary as in the Indenture provided. This Debt Security is one of a series designated as the % Debt Securities due of the Issuer, limited in aggregate principal amount to $ .

In case an Event of Default, as defined in the Indenture, with respect to the %
Debt Securities due shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.

The indebtedness evidenced by this Debt Security is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of Senior Debt as defined in the Indenture and this Debt Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Debt Security, by accepting the same, agrees to and shall be bound by such provisions and authorizes the Trustee in his behalf to effectuate the subordination so provided and appoints the Trustee his attorney-in-fact solely for such purpose.

The Indenture contains provisions permitting the Issuer and the Trustee, (a) without the consent of the Holders, to execute certain supplemental indentures and (b) with the consent of the Holders of more than 50% in aggregate principal amount of the Debt Securities at the time Outstanding (as defined in the Indenture) of all series to be affected (voting as one class), evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of the Holders of the Debt Securities of each such series; provided, however, that no such supplemental indenture shall (i) extend the final maturity of any Debt Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of any interest thereon, or impair or affect the rights of any Holder to institute suit for the payment thereof, without the consent of the Holder of each Debt Security so affected or (ii) reduce the aforesaid percentage of Debt Securities, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holder of each Debt Security affected. It is also provided in the Indenture that, with respect to certain defaults or Events of Default regarding the Debt Securities of any series, prior to any declaration accelerating the maturity of such Debt Securities, the Holders of a majority in aggregate principal amount Outstanding of the Debt Securities of such series (or, in the case of certain defaults or Events of Default, all or certain series of the Debt Securities) may on behalf of the Holders of all the Debt Securities of such series (or all or certain series of the Debt Securities, as the case may be) waive any such past default or Event of Default and its consequences. The preceding sentence shall not, however, apply to a default in the payment of the principal of or premium, if any, or interest on any of the Debt Securities. Any such consent or waiver by the Holder of this Debt Security (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Debt Security and any Debt Securities which may be issued in exchange or substitution herefor, irrespective of whether or not any notation thereof is made upon this Debt Security or such other Debt Securities.

premium and interest on this Debt Security in the manner, at the respective times, at the rate and in the coin or currency herein prescribed.

If redeemed during the twelve-month period beginning

Year Percentage Year Percentage

on account of, the principal hereof and premium, if any, and, subject to the provisions on the face hereof, interest hereon, and for all other purposes, and neither the Issuer nor the Trustee nor any authorized agent of the Issuer or the Trustee shall be affected by any notice to the contrary.

No recourse under or upon any obligation, covenant or agreement of the Issuer in the Indenture or any indenture supplemental thereto or in any Debt Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, of the Issuer or of any successor corporation, either directly or through the Issuer or any successor corporation, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof.

Terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture.

EXHIBIT 5.1

[LETTERHEAD OF FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.]

March 10, 1999

Registration Statement on Form S-3

Ladies and Gentlemen:

This opinion is being provided to you by the undersigned, as General Counsel of Financial Security Assurance Holdings Ltd., a New York corporation (the "Issuer"). I have acted as counsel to the Issuer in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-3 (the "Registration Statement"), and the prospectus included therein (the "Prospectus"), relating to the registration by the Issuer of $230,000,000 in the aggregate of (i) debt securities representing unsecured obligations of the Issuer (the "Senior Debt Securities") to be issued pursuant to the Amended and Restated Trust Indenture (the "Indenture") dated as of February 24, 1999, between the Issuer and First Union National Bank, as trustee (the "Trustee") and subordinated debt securities ("Subordinated Debt Securities" and, together with the Senior Debt Securities, the "Debt Securities") to be issued pursuant to a Subordinated Indenture (the "Subordinated Indenture") between the Issuer and a trustee (the "Subordinated Trustee") to be named in a prospectus supplement relating to the Subordinated Debt Securities; (ii) shares of common stock of the Issuer, par value $.01 per share ("Common Stock"); and (iii) contracts to purchase Common Stock ("Stock Purchase Contracts").

In so acting, I have examined and relied upon the originals, or copies certified or otherwise identified to my satisfaction, of such records, documents, certificates and other instruments as in my judgment are necessary or appropriate to enable us to render the opinion expressed below. My opinion assumes that the definitive Subordinated Indenture will be in substantially the form filed as an exhibit to the Registration Statement and that the definitive purchase contract agreement relating to the Stock Purchase Contracts (the "Purchase Contract Agreement") will be in substantially the form to be filed as an exhibit to an Issuer's Current Report on Form 8-K.

Based upon the foregoing, I am of the following opinion:

1. When the Senior Debt Securities have been duly executed, authenticated, issued, delivered and paid for as contemplated by the Registration Statement and any prospectus supplement relating to the Senior Debt Securities and in accordance with the Indenture, assuming the terms of such Senior Debt Securities have been duly established so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Issuer and so as to comply with any requirement imposed by any court or governmental body having jurisdiction over the Issuer, the Senior Debt Securities will be validly issued and will constitute valid and binding obligations of the Issuer in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability relating to or affecting the rights of creditors and by general principles of equity.

2. When the Subordinated Indenture has been duly authorized, executed and delivered by the Issuer and the Subordinated Trustee, and the Subordinated Debt Securities have been duly executed, authenticated, issued, delivered and paid for as contemplated by the Registration Statement and any prospectus supplement

relating to the Subordinated Debt Securities and in accordance with the Subordinated Indenture, assuming the terms of such Subordinated Debt Securities have been duly established so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Issuer and so as to comply with any requirement imposed by any court or governmental body having jurisdiction over the Issuer, the Subordinated Debt Securities will be validly issued and will constitute valid and binding obligations of the Issuer in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability relating to or affecting the rights of creditors and by general principles of equity.

3. When the Common Stock has been duly issued and sold as contemplated by the Registration Statement and any prospectus supplement relating to the Common Stock, against payment of the consideration fixed therefor by the Board of Directors of the Issuer or a duly authorized committee thereof, the Common Stock will be duly authorized, validly issued, fully paid and nonassessable.

4. When the Purchase Contract Agreement has been duly authorized, executed and delivered by the Issuer and the purchase contract agent, and the Stock Purchase Contracts have been duly executed, countersigned, issued, delivered and paid for as contemplated by the Registration Statement and any prospectus supplement relating to the Stock Purchase Contracts and in accordance with the Purchase Contract Agreement, assuming the terms of such Stock Purchase Contracts have been duly established so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Issuer and so as to comply with any requirement imposed by any court or governmental body having jurisdiction over the Issuer, the Stock Purchase Contracts will be validly issued and will constitute valid and binding obligations of the Issuer in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability relating to or affecting the rights of creditors and by general principles of equity.

The opinion expressed above is limited to the laws of the State of New York, the Act and the federal laws of the United States of America.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the caption "Legal Matters" in the Prospectus. In giving such consent, I do not thereby concede that I am within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

Very truly yours,

/s/ Bruce Stern

Bruce E. Stern

Exhibit 12.1

Financial Security Assurance Holdings Ltd. Computation of the Ratio of Earnings to Fixed Charges

(in thousands except for ratios)

The information appearing below presents historical consolidated financial results for the Company

                                                                                                     Nine Months
                                                                                                        Ended
                                                                 Year Ended December 31,            September 30,
                                          1993           1994        1995       1996        1997        1998
                                          ----           ----        ----       ----        ----        ----
Earnings:
  Income before income taxes            ($163,866)     $78,290     $75,042    $109,771    $138,499    $116,747
  Interest Expense                            532          536          57       2,166       5,325       7,250
  Portion of rental expense deemed to
    be interest(1)                          1,070        1,024       1,030       1,042       1,077         857

             Earnings                   ($162,264)     $79,850     $76,129    $112,979    $144,901    $124,854
Fixed Charges:
  Interest Expense                           $532         $536         $57      $2,166      $5,325      $7,250
  Portion of rental expense deemed to
    be interest(1)                          1,070        1,024       1,030       1,042       1,077         857

             Fixed Charges(2)              $1,602       $1,560      $1,087      $3,208      $6,402      $8,107

  Ratio of Earnings to Fixed Charges       N/M(3)         51.2        70.0        35.2        22.6        15.4

(1) One third of rental expense is estimated to be representative of the interest factor.

(2) The Company had no capitalized interest for the periods presented.

(3) The 1993 earnings to fixed charges ratio is not meaningful due to significant loss incurred in that year.

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement of Financial Security Assurance Holdings Ltd. on Form S-3, relating to the shelf registration of $230,000,000 of debt securities, common stock and stock purchase contracts, of:

1. Our report dated January 26, 1998 on our audits of the consolidated balance sheets of Financial Security Assurance Holdings Ltd. and Subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the three years in the period ended December 31, 1997, which report is incorporated by reference in the Annual Report on Form 10-K of Financial Security Assurance Holdings Ltd. for the fiscal year ended December 31, 1997;

2. Our report dated January 26, 1998 on our audits of the financial statement schedule of Financial Security Assurance Holdings Ltd., which report is included in the Annual Report on Form 10-K for the fiscal year ended December 31, 1997; and

3. Our report dated January 26, 1998 on our audits of the consolidated balance sheets of Financial Security Assurance Inc. and Subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the three years in the period ended December 31, 1997, which report is included as Exhibit 99 to the Annual Report on Form 10-K of Financial Security Assurance Holdings Ltd. for the fiscal year ended December 31, 1997.

We also consent to the reference to our Firm under the caption "Experts".

                                       /s/ PricewaterhouseCoopers LLP

March 10, 1999

Exhibit 24.1

POWER OF ATTORNEY

KNOWN ALL MEN BY THESE PRESENTS:

WHEREAS, Financial Security Assurance Holdings Ltd., a New York corporation (the "Company"), proposes to file with the Securities and Exchange Commission (the "Commission"), under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), a Registration Statement on Form S-3, and one or more amendments thereto, with respect to debt securities and/or common stock of the Company (the "Registration Statement"); and

WHEREAS, each of the undersigned is a director or officer of the Company as set forth opposite his name below.

NOW, THEREFORE, each of the undersigned hereby constitutes and appoints Robert P. Cochran, Roger K. Taylor and Bruce E. Stern, and each of them, with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities (until revoked in writing), to sign the Registration Statement and any amendments thereto, and to sign any related Registration Statement filed by the Company pursuant to Rule 462(b) under the Securities Act, and any amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has duly executed this Power of Attorney as of this 12th day of November, 1998.

/s/ John J. Byrne
---------------------
John J. Byrne                     Vice Chairman of the Board and Director

/s/ Robert P. Cochran
---------------------
Robert P. Cochran                 Chairman of the Board, Chief Executive Officer
                                  and Director

/s/ Robert N. Downey
---------------------
Robert N. Downey                  Director

/s/ Anthony M. Frank
---------------------
Anthony M. Frank                  Director

/s/ Fudeji Hama
---------------------
Fudeji Hama                       Director

/s/ K. Thomas Kemp
---------------------
K. Thomas Kemp                    Director

/s/ David O. Maxwell
---------------------
David O. Maxwell                  Director

/s/ James M. Osterhoff
---------------------
James M. Osterhoff                Director

/s/ James H. Ozanne
---------------------
James H. Ozanne                   Director

/s/ Richard A. Post
---------------------
Richard A. Post                   Director

/s/ Roger K. Taylor
---------------------
Roger K. Taylor                   President, Director

/s/ Howard M. Zelikow
---------------------
Howard M. Zelikow                 Director

/s/ John A. Harrison
---------------------
John A. Harrison                  Managing Director and Chief Financial
                                  Officer
/s/ Jeffrey S. Joseph
---------------------
Jeffrey S. Joseph                 Managing Director and Controller

POWER OF ATTORNEY

KNOWN ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is a director and officer of the Company as set forth opposite his name below.

NOW, THEREFORE, the undersigned hereby constitutes and appoints Robert P. Cochran, Roger K. Taylor and Bruce E. Stern, and each of them, with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities (until revoked in writing), to sign the Registration Statement and any amendments thereto, and to sign any related Registration Statement filed by the Company pursuant to Rule 462(b) under the Securities Act, and any amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has duly executed this Power of Attorney as of this 3rd day of March, 1999.

/s/ Sean W. McCarthy
--------------------
Sean W. McCarthy             Executive Vice President and Director

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF

1939, AS AMENDED, OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)_______

FIRST UNION NATIONAL BANK
(Exact name of trustee as specified in its charter)

United States National Bank                        56-0900030
(State of incorporation if                         I.R.S. employer
not a national bank)                               identification no.)

First Union National Bank
230 South Tryon Street, 9th Floor
Charlotte, North Carolina                          28288-1179
(Address of principal                              (Zip Code)
executive offices)

Same as above

(Name, address and telephone number, including area code, of trustee's agent for service)

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

(Exact name of obligor as specified in its charter)

NEW YORK

(State or other jurisdiction of incorporation or organization)

13-3261323
(I.R.S. employer identification no.)

Bruce E. Stern, Esquire
General Counsel and Secretary

Financial Security Assurance Holdings Ltd.

350 Park Avenue
New York, New York 10022
(212)826-01004

(Address, including zip code, of principal executive offices)

US $ 230,000,000
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

Debt Securities
(Title of the indenture securities)

Item 1. General information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

      Name                                              Address

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

Federal Reserve Bank of Richmond, VA                    Richmond, VA

Comptroller of the Currency                             Washington, D.C.

Securities and Exchange Commission
Division of Market Regulation                           Washington, D.C.

Federal Deposit Insurance Corporation                   Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with the obligor and underwriters.

If the obligor or any underwriter for the obligor is an affiliate of the trustee, describe each such affiliation.

None. Inasmuch as this Form T-1 is filed prior to the ascertainment by the Trustee of all facts on which to base a responsive answer to this Item 2, the answer to said Item is based on incomplete information. Item 2 may, however, be considered correct unless amended by an amendment to this Form T-1.

Items 3-15.

Because the obligor is not in default on any securities issued under indentures under which the applicant is trustee, Items 3 through 15 are not required herein.

Item 16. List of Exhibits.

All exhibits identified below are filed as a part of this statement of eligibility.

*1. A copy of the Articles of Association of First Union National Bank as now in effect, which contain the authority to commence business and a grant of powers to exercise corporate trust powers.

*2. A copy of the certificate of authority of the trustee to commence business, if not contained in the Articles of Association.

3. A copy of the authorization of the trustee to exercise corporate trust powers, if such authorization is not contained in the documents specified in exhibits (1) or (2) above.

*4. A copy of the existing By-laws of First Union National Bank, or instruments corresponding thereto.

5. Inapplicable.

6. The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939. Included on signature page of this Form T-1 Statement.

7. A copy of the latest report of condition of the trustee published pursuant to law or to the requirements of its supervising or examining authority.

8. Inapplicable.

9. Inapplicable.

* Incorporated by reference to Exhibits bearing identical numbers in Item 16 of the Form T-1 of First Union National Bank, filed as Exhibit 25.1 to Form S-4 Registration Statement of Unifi, Inc. filed with the Securities and Exchange Commission on April 2, 1998 (Registration No. 333-49243).

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, First Union National Bank, a national association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Charlotte, and State of North Carolina, on the 23rd day of February, 1999.

FIRST UNION NATIONAL BANK
(trustee)

By: /s/ Shawn Bednasek
    ---------------------
Name:   Shawn Bednasek
Title:  Vice President

CONSENT OF TRUSTEE

Under section 321(b) of the Trust Indenture Act of 1939, as amended, and in connection with the proposed issuance by Financial Security Assurance Holdings Ltd. of its debt securities and common stock, First Union National Bank as the trustee herein named, hereby consents that reports of examinations of said Trustee by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor.

FIRST UNION NATIONAL BANK

                                        By: /s/ Shawn Bednasek
                                            ---------------------
                                        Name:   Shawn Bednasek
                                        Title:  Vice President

Dated: February 23, 1999.

[LOGO]

Comptroller of the Currency
Administrator of National Banks
Washington, D.C. 20219

CERTIFICATE

I, Julie L. Williams, Acting Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations.

2. "First Union National Bank," Charlotte, North Carolina, (Charter No. 000001) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise Fiduciary Powers on the date of this Certificate.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this 26th day of August, 1998.

/s/ Julie L. Williams
---------------------

Acting Comptroller of the Currency

[SEAL OF THE COMPTROLLER
OF THE CURRENCY]

Consolidated Report of Condition for Insured Commercial and State- Chartered Savings Bank for December 31, 1998

       Line                              Description                   Value

Call Date            12/31/1998
Bank Name            First Union National Bank
Address              2 First Union Center
City                 Charlotte
County               Mecklenburg
Short Name           FUNB
Zip Code             28288-0201
Certificate Number   33869
State                NC
Charter Type         1
RC.1.a.              Cash and balances due, noninterest-bearing
                     balances & currency & coin                         12220276
RC.1.b.              Cash and balances due, interest-bearing
                     balances                                            2533262
RC.2.a.              Securities, held-to-maturity                        1891097
RC.2.b.              Securities, available-for-sale                     36783824
RC.3.                Federal funds sold and securities purchased
                     under agreements to resell                          8034320
RC.4.a.              Loans and leases, net of unearned income          133283216
RC.4.b.              Less: allowance for loan and lease losses           1810465
RC.4.c.              Less: allocated transfer risk reserve                     0
RC.4.d.              Loans and leases, net of unearned income,
                     allowance, and reserve                            131472751
RC.5.                Trading assets                                      7042399
RC.6.                Premises and fixed assets (including
                     capitalized leases)                                 3165970
RC.7.                Other real estate owned                              128223
RC.8.                Investments in unconsolidated subsidiaries
                     and associated companies                             323890
RC.9.                Customers' liability to this bank on
                     acceptances outstanding                             1268425
RC.10.               Intangible assets                                   5200418
RC.11.               Other assets                                       12418468
RC.12.               Total assets                                      222483323
RC.13.a.             Deposits in domestic offices                      137007272
RC.13.a.(1)          Noninterest-bearing deposits, domestic             26154252
RC.13.a.(2)          Interest-bearing deposits, domestic               110853020
RC.13.b.             Deposits in foreign offices, Edge &
                     Agreement subsidiaries and IBFs                    10021556
RC.13.b.(1)          Noninterest-bearing deposits, foreign                477500
RC.13.b.(2)          Interest-bearing deposits, foreign                  9544056
RC.14.               Federal funds purchased and securities sold
                     under agreements to repur.                         19607885
RC.15.a.             Demand notes issued to the U.S. Treasury             389283
RC.15.b.             Trading liabilities                                 5075053
RC.16.a.             Other borrowed money, remaining maturity of
                     one year or less                                   14089286
RC.16.b.             Other borrowed money, remaining maturity of
                     more than 1 thru 3 years                            2371510
RC.16.c.             Other borrowed money, remaining maturity of
                     more than three years                                767010
RC.18.               Bank's liability on acceptances executed and
                     outstanding                                         1280934
RC.19.               Subordinated notes and debentures                   4045123

RC.20.               Other liabilities                                   9151594
RC.21.               Total liabilities                                 203806506
RC.23.               Perpetual preferred stock and related
                     surplus                                              160540
RC.24.               Common stock                                         454543
RC.25.               Surplus (exclude all surplus related to
                     preferred stock)                                   13206325
RC.26.a.             Undivided profits and capital reserves              4441457
RC.26.b.             Net unrealized holding gains (losses) on
                     available-for-sale securities                        417625
RC.27.               Cumulative foreign currency translation
                     adjustments                                           -3673
RC.28.               Total equity capital                               18676817
RC.29.               Total liabilities and equity capital              222483323
RC.M.1.              Most comprehensive level of auditing by
                     independent external auditors                           N/A