NEW PLAN REALTY TRUST, S-3, 1994-04-28

NEW PLAN REALTY TRUST
S-3, 1994-04-28
REAL ESTATE INVESTMENT TRUSTS

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As filed with the Securities and Exchange Commission on April
28, 1994
Registration No. 33-
================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________

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

NEW PLAN REALTY TRUST
(Exact name of registrant as specified in its
declaration of trust)

Massachusetts 13-1995781
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

1120 Avenue of the Americas
New York, New York 10036
(212) 869-3000
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
__________________

William Newman
Chief Executive Officer
New Plan Realty Trust
1120 Avenue of the Americas
New York, New York 10036
(212) 869-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
__________________

Copies to:
Robinson Silverman Pearce
Aronsohn & Berman
1290 Avenue of the Americas
New York, New York 10104
Attention: Alan S. Pearce, Esq.
Steven G. Scheinfeld, Esq.

Brown & Wood
One World Trade Center
New York, New York 10048
Attention: Thomas R. Smith, Jr., Esq.
Douglas A. Sgarro, Esq.

__________________

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

<TABLE>
CACULATION OF REGISTRATION FEE

<CAPTION>
Proposed Proposed
Title of Each Cass Amount Maximum Maximum
of Securities to be to be Offering Price Aggregate Amount of
Registered(1) Registered (2) Per Unit (2)(3) Offering Price(2)(3) Registration Fee
____________________ ______________ _________________ ____________________ ________________

Debt Securities(4)....... (10) (10) (10)
Preferred Shares,
$1.00 par value(5)...... (10) (10) (10)
Depositary Shares representing
Preferred Shares, $1.00
par value(6)........... (10) (10) (10)
Common Shares of Beneficial
Interest without par value(7) (10) (10) (10)
Warrants(8) (10) (10) (10)
Total(9) $250,000,000 $250,000,000 $86,207(11)

</TABLE>

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.
(Footnotes on next page)
================================================================

<PAGE>
(Footnotes for previous page)

(1) This Registration Statement also covers contracts which may
be issued by the Registrant under which the counterparty
may be required to purchase Debt Securities, Preferred
Shares, Depositary Shares, Common Shares of Beneficial
Interest or Warrants. Such contracts would be issued with
respect to the Debt Securities, Preferred Shares,
Depositary Shares, Common Shares of Beneficial Interest
and/or Warrants covered hereby.
(2) In U.S. Dollars or the equivalent thereof denominated in
one or more foreign currencies or units of two or more
foreign currencies or composite currencies (such as
European Currency Units).
(3) Estimated solely for purposes of calculating the
registration fee. No separate consideration will be
received for Preferred Shares or Common Shares of
Beneficial Interest that are issued upon conversion of Debt
Securities, Preferred Shares or Depositary Shares
registered hereunder or upon exercise of the Warrants
registered hereunder, as the case may be. Similarly, no
separate consideration will be received for Debt Securities
that are issued upon the exercise of Warrants registered
hereunder.
(4) Subject to note (9) below, there is being registered
hereunder an indeterminate principal amount of Debt
Securities. If any Debt Securities are being issued at an
original issue discount, then the offering price shall be
in such greater principal amount as shall result in an
aggregated initial offering price not to exceed
$250,000,000 less the dollar amount of any securities
previously issued hereunder.
(5) Subject to note (9) below, there is being registered
hereunder an indeterminate number of Preferred Shares as
may be sold, from time to time, by the Registrant. There
is also being registered hereunder an indeterminate number
of Preferred Shares as shall be issuable upon conversion or
redemption of Debt Securities registered hereby and upon
exercise of Warrants registered hereby.
(6) Subject to note (9) below, there are being registered
hereunder an indeterminate number of Depositary Shares to
be evidenced by Depositary Receipts issued pursuant to a
Deposit Agreement. In the event the Registrant elects to
offer to the public fractional interests in Preferred
Shares registered hereunder, Depositary Receipts will be
distributed to those persons purchasing such fractional
interests, and the Preferred Shares will be issued to the
depositary under the Deposit Agreement.
(7) Subject to note (9) below, there is being registered
hereunder an indeterminate number of Common Shares of
Beneficial Interest as may be sold, from time to time, by
the Registrant. There is also being registered hereunder
an indeterminate number of Common Shares of Beneficial
Interest as shall be issuable upon conversion or redemption
of Debt Securities or Preferred Shares or upon exercise of
Warrants registered hereby.
(8) Subject to note (9) below, there are being registered
hereunder an indeterminate amount and number of Warrants,
representing rights to purchase Debt Securities, Preferred
Shares or Common Shares of Beneficial Interest registered
hereby.
(9) In no event will the aggregate initial offering price of
all securities issued from time to time pursuant to this
Registration Statement exceed $250,000,000. Any securities
registered hereunder may be sold separately or as units
with other securities registered hereunder.
(10) Omitted pursuant to General Instruction II.D of Form S-3
under the Securities Act of 1933, as amended.
(11) Calculated pursuant to Rule 457(o) of the rules and
regulations under the Securities Act of 1933, as amended.<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS, DATED APRIL 28, 1994
PROSPECTUS
NEW PLAN REALTY TRUST

$250,000,000

Debt Securities, Preferred Shares,
Depositary Shares, Common Shares and Warrants

New Plan Realty Trust ("New Plan" or the "Trust") may from
time to time offer in one or more series its (i) unsecured debt
securities, which may be either senior debt securities ("Senior
Securities") or subordinated debt securities ("Subordinated
Securities," and together with Senior Securities, the "Debt
Securities"), (ii) preferred shares of beneficial interest, par
value $1.00 per share ("Preferred Shares"), (iii) Preferred
Shares represented by depositary shares ("Depositary Shares"),
(iv) common shares of beneficial interest without par value
("Common Shares"), or (v) warrants to purchase Debt Securities,
Preferred Shares or Common Shares (collectively, "Warrants"),
with an aggregate initial public offering price of up to
$250,000,000 on terms to be determined at the time of offering.
Debt Securities, Preferred Shares, Depositary Shares, Common
Shares and Warrants (collectively, the "Offered Securities") may
be offered, separately or together, in separate series in
amounts, at prices and on terms to be set forth in a supplement
to this Prospectus (a "Prospectus Supplement").

The specific terms of the Offered Securities in respect of
which this Prospectus is being delivered will be set forth in
the applicable Prospectus Supplement and will include, where
applicable: (i) in the case of Debt Securities, the specific
title, aggregate principal amount, ranking, currency, form
(which may be registered or bearer, or certificated or global),
authorized denominations, maturity, rate (or manner of
calculation thereof) and time of payment of interest, terms for
redemption at the option of the Trust or repayment at the option
of the Holder, terms for sinking fund payments, terms for
conversion into Preferred Shares or Common Shares, and any
initial public offering price; (ii) in the case of Preferred
Shares, the specific title and stated value, any dividend,
liquidation, redemption, conversion, voting and other terms and
conditions, and any initial public offering price; (iii) in the
case of Depositary Shares, the fractional share of a Preferred
Share represented by each such Depositary Share; (iv) in the
case of Common Shares, any initial public offering price; and
(v) in the case of Warrants, the number and terms thereof, the
designation and the number of securities issuable upon their
exercise, the exercise price, the terms of the offering and sale
thereof and, where applicable, the duration and detachability
thereof. In addition, such specific terms may include
limitations on direct or beneficial ownership and restrictions
on transfer of certain types of Offered Securities, in each case
as may be appropriate to preserve the status of the Trust as a
real estate investment trust ("REIT") for federal income tax
purposes.

The applicable Prospectus Supplement will also contain
information, where applicable, about certain United States
federal income tax considerations relating to, and any listing
on a securities exchange of, the Offered Securities covered by
such Prospectus Supplement.

The Offered Securities may be offered directly, through
agents designated from time to time by the Trust, or to or
through underwriters or dealers. If any agents or underwriters
are involved in the sale of any of the Offered Securities, their
names, and any applicable purchase price, fee, commission or
discount arrangement between or among them, will be set forth,
or will be calculable from the information set forth, in the
applicable Prospectus Supplement. See "Plan of Distribution."
No Offered Securities may be sold without delivery of the
applicable Prospectus Supplement describing the method and terms
of the offering of such series of Offered Securities.

_______________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

_______________

THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON
OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.

_______________

The date of this Prospectus is _________ __, 1994.

Information contained herein is subject to completion or
amendment. A registration statement relating to these
securities has been filed with the Securities and Exchange
Commission. These securities may not be sold nor may offers to
buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any State in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such State.

<PAGE>

AVAILABLE INFORMATION

The Trust is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and
Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by the Trust with the
Commission in accordance with the Exchange Act can be inspected
and copied at the Commission's Public Reference Section, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the following
regional offices of the Commission: Seven World Trade Center,
13th Floor, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference Section of
the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. In addition, the Common Shares are listed
on the New York Stock Exchange and similar information
concerning the Trust can be inspected and copied at the offices
of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005.

The Trust has filed with the Commission a registration
statement (the "Registration Statement") (of which this
Prospectus is a part) under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Offered
Securities. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain
portions of which have been omitted as permitted by the rules
and regulations of the Commission. Statements contained in this
Prospectus as to the contents of any contract or other document
are not necessarily complete, and in each instance reference is
made to the copy of such contract or other document filed as an
exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference and the exhibits and
schedules thereto. For further information regarding the Trust
and the Offered Securities, reference is hereby made to the
Registration Statement and such exhibits and schedules which may
be obtained from the Commission at its principal office in
Washington, D.C. upon payment of the fees prescribed by the
Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The documents listed below have been filed by the Trust
under the Exchange Act with the Commission and are incorporated
herein by reference:

1. The Trust's Annual Report on Form 10-K for the
year ended July 31, 1993, filed October 15, 1993 pursuant
to the Exchange Act.

2. The Trust's Quarterly Reports on Form 10-Q for the
three-month periods ended October 31, 1993 and January 31,
1994, filed on December 10, 1993 and March 15, 1994,
respectively, pursuant to the Exchange Act.

3. The Trust's Report on Form 8-K dated August 13,
1993, filed August 16, 1993 pursuant to the Exchange Act.

4. The Trust's Amendment on Form 8-K/A dated October
6, 1993, filed October 7, 1993 pursuant to the Exchange
Act.

5. The Trust's Report on Form 8-K dated November 17,
1993, filed November 18, 1993 pursuant to the Exchange Act.

6. The Trust's Amendment on Form 8-K/A dated January
13, 1994, filed January 14, 1994 pursuant to the Exchange
Act.

7. The Trust's Report on Form 8-K dated April 7,
1994, filed April 7, 1994 pursuant to the Exchange Act.

8. The Trust's Amendment No. 2 on Form 8-K/A dated
April 21, 1994, filed April 21, 1994 pursuant to the
Exchange Act.

9. The Trust's Report on Form 8-K dated February 10,
1994, filed February 10, 1994 pursuant to the Exchange Act.

10. Item 1 of the Trust's registration statement on
Form 8-A, as amended, filed May 19, 1986 pursuant to
Section 12 of the Exchange Act.

All documents filed by the Trust pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering of the Offered Securities shall be deemed to be
incorporated by reference in this Prospectus and to be a part
hereof from the date of filing such documents.

Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein
(or in the applicable Prospectus Supplement) or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

Copies of all documents which are incorporated herein by
reference (not including the exhibits to such information,
unless such exhibits are specifically incorporated by reference
in such information) will be provided without charge to each
person, including any beneficial owner, to whom this Prospectus
is delivered, upon written or oral request. Requests should be
directed to New Plan Realty Trust, Attention: Ronald Frankel,
1120 Avenue of the Americas, New York, New York 10036; (212)
869-3000.

THE TRUST

New Plan, one of the largest publicly traded real estate
investment trust in the United States based on the aggregate
market value of its outstanding Common Shares, is a self-
administered and self-managed equity real estate investment
trust which primarily owns shopping centers. The Trust's
present equity investments consist principally of 88 shopping
centers, with approximately 11,090,000 gross rentable square
feet, five factory outlet centers with approximately 1,534,573
gross rentable square feet (including expansions under
construction), 15 rental apartment complexes containing 2,862
apartment units and one office building containing approximately
51,000 gross rentable square feet. These properties are located
in 18 States. Since the organization of the corporate
predecessor of the Trust in 1962, the Trust and its predecessor
have been directed by members of the Newman family. The Newman
family has been active in real estate ownership and management
since 1926.

The Trust has paid regular and uninterrupted cash
distributions on its Common Shares since it commenced operations
as a real estate investment trust in 1972. These distributions,
which are paid quarterly, have increased from $0.19 per Common
Share in fiscal 1973 to $1.275 per Common Share in fiscal 1993.
Since inception, each distribution has either been equal to or
greater than the distribution preceding it, and the
distributions have been increased in each of the last 59
consecutive quarters. The Trust intends to continue to declare
quarterly distributions on its Common Shares.

The Trust invests its assets in income-producing real
estate, with a primary emphasis on shopping centers, including
factory outlet centers, and garden apartments. The Trust's
primary investment strategy is to identify and purchase well-
located shopping centers, including factory outlet centers, and
garden apartments usually at a significant discount to
replacement cost. The Trust seeks to achieve income growth
through a program of expansion, renovation, leasing, re-leasing
and improving the tenant mix. The Trust minimizes development
risks by generally purchasing existing income-producing
properties.

The Trust, a Massachusetts business trust, maintains its
executive offices at 1120 Avenue of the Americas, New York, New
York 10036, and its telephone number is (212) 869-3000.

RATIOS OF EARNINGS TO FIXED CHARGES

The following table sets forth the historical ratios of
earnings to fixed charges of the Trust for the periods
indicated:

SIX MONTHS
YEAR ENDED JULY 31, ENDED
1989 1990 1991 1992 1993 JANUARY 31, 1994
____ ____ ____ ____ ____ ________________

13.0 17.1 20.0 30.4 25.3 20.8

To date, the Trust has not issued any preferred shares;
therefore, the ratios of earnings to combined fixed charges and
preferred share dividends are unchanged from the ratios
presented in this section. For purposes of computing these
ratios, earnings have been calculated by adding fixed charges
(excluding capitalized interest) to income (loss) before income
taxes and extraordinary items. Fixed charges consist of
interest costs, whether expensed or capitalized, the interest
component of rental expense, if any, and amortization of debt
discounts and issue costs, whether expensed or capitalized.

USE OF PROCEEDS

Unless otherwise described in the applicable Prospectus
Supplement, the Trust intends to use the net proceeds from the
sale of the Offered Securities for working capital and general
corporate purposes, which may include the acquisition of
shopping centers, factory outlet centers and garden apartments
as suitable opportunities arise, the expansion and improvement
of certain properties owned or to be owned by the Trust, and the
repayment of certain indebtedness outstanding at such time.

DESCRIPTION OF DEBT SECURITIES

The following description sets forth certain general terms
and provisions of the Debt Securities to which any Prospectus
Supplement may relate. The particular terms of the Debt
Securities being offered and the extent to which such general
provisions may apply will be described in a Prospectus
Supplement relating to such Debt Securities.

The Senior Securities are to be issued under an Indenture,
as amended or supplemented from time to time (the "Senior
Securities Indenture"), between the Trust and a trustee to be
selected by the Trust (the "Senior Securities Trustee") and the
Subordinated Securities are to be issued under an Indenture, as
amended or supplemented from time to time (the "Subordinated
Securities Indenture"), between the Trust and a trustee to be
selected by the Trust (the "Subordinated Securities Trustee").
The Senior Securities Indenture and the Subordinated Securities
Indenture are referred to herein individually as the "Indenture"
and collectively as the "Indentures," and the Senior Securities
Trustee and the Subordinated Securities Trustee are referred to
herein individually as the "Trustee" and collectively as the
"Trustees." A form of the Senior Securities Indenture has been
filed as an exhibit to the Registration Statement of which this
Prospectus is a part and will be available for inspection at the
corporate trust office of the Senior Securities Trustee or as
described above under "Available Information." A form of the
Subordinated Securities Indenture will be filed as an exhibit to
an amendment to the Registration Statement of which this
Prospectus is a part and will be available for inspection at the
corporate trust office of the Subordinated Securities Trustee or
as described above under "Available Information." The
Indentures will be subject to, and governed by, the Trust
Indenture Act of 1939, as amended (the "TIA"). The descriptions
of the Indentures set forth below assume that the Trust has
entered into the Indentures. The Trust will execute the
applicable Indenture when and if the Trust issues Debt
Securities. The statements made hereunder relating to the
Indentures and the Debt Securities to be issued thereunder are
summaries of certain provisions thereof and do not purport to be
complete and are subject to, and are qualified in their entirety
by reference to, all provisions of the Indentures and such Debt
Securities. Unless otherwise specified, all section references
appearing herein are to sections of the Indentures, and
capitalized terms used but not defined herein shall have the
meanings set forth in the Indentures.

Provisions Applicable to Both Senior Securities and Subordinated
Securities

General

The Debt Securities will be direct, unsecured obligations
of the Trust. Senior Securities will rank pari passu with
certain other senior debt of the Company that may be outstanding
from time to time and will rank senior to all Subordinated
Securities that may be outstanding from time to time. Each
Indenture provides that the Debt Securities may be issued
without limit as to aggregate principal amount, in one or more
series, in each case as established from time to time in or
pursuant to authority granted by a resolution of the Board of
Trustees of the Trust or as established in one or more
indentures supplemental to the Indenture. All Debt Securities
of one series need not be issued at the same time and, unless
otherwise provided, a series may be reopened, without the
consent of the Holders of the Debt Securities of such series,
for issuances of additional Debt Securities of such series
(Section 301).

Each Indenture provides that there may be more than one
Trustee thereunder, each with respect to one or more series of
Debt Securities. Any Trustee under either Indenture may resign
or be removed with respect to one or more series of Debt
Securities, and a successor Trustee may be appointed to act with
respect to such series (Section 608). In the event that two or
more persons are acting as Trustee with respect to different
series of Debt Securities, each such Trustee shall be a Trustee
of a trust under the applicable Indenture separate and apart
from the trust administered by any other Trustee (Section 609)
thereunder, and, except as otherwise indicated herein, any
action described herein to be taken by the Trustee may be taken
by each such Trustee with respect to, and only with respect to,
the one or more series of Debt Securities for which it is
Trustee under the applicable Indenture.

Reference is made to the Prospectus Supplement relating to
the series of Debt Securities being offered for the specific
terms thereof, including:

(1) the title of such Debt Securities;

(2) the classification of such Debt Securities as
Senior Securities or Subordinated Securities;

(3) the aggregate principal amount of such Debt
Securities and any limit on such aggregate
principal amount;

(4) the percentage of the principal amount at which
such Debt Securities will be issued and, if other
than the principal amount thereof, the portion of
the principal amount thereof payable upon
declaration of acceleration of the maturity
thereof, or (if applicable) the portion of the
principal amount of such Debt Securities which is
convertible into Common Shares or Preferred
Shares, or the method by which any such portion
shall be determined;

(5) if convertible, in connection with the
preservation of the Trust's status as a REIT, any
applicable limitations on the ownership or
transferability of the Common Shares or Preferred
Shares into which such Debt Securities are
convertible;

(6) the date or dates, or the method for determining
such date or dates, on which the principal of
such Debt Securities will be payable;

(7) the rate or rates (which may be fixed or
variable), or the method by which such rate or
rates shall be determined, at which such Debt
Securities will bear interest, if any;

(8) the date or dates, or the method for determining
such date or dates, from which any such interest
will accrue, the Interest Payment Dates on which
any such interest will be payable, the Regular
Record Dates for such Interest Payment Dates, or
the method by which such dates shall be
determined, the Person to whom such interest
shall be payable, and the basis upon which
interest shall be calculated if other than that
of a 360-day year of twelve 30-day months;

(9) the place or places where the principal of (and
premium, if any) and interest, if any, on such
Debt Securities will be payable, such Debt
Securities may be surrendered for conversion or
registration of transfer or exchange and notices
or demands to or upon the Trust in respect of
such Debt Securities and the applicable Indenture
may be served;

(10) the period or periods within which, the price or
prices at which and the terms and conditions upon
which such Debt Securities may be redeemed, in
whole or in part, at the option of the Trust, if
the Trust is to have such an option;

(11) the obligation, if any, of the Trust to redeem,
repay or purchase such Debt Securities pursuant
to any sinking fund or analogous provision or at
the option of a Holder thereof, and the period or
periods within which, the price or prices at
which and the terms and conditions upon which
such Debt Securities will be redeemed, repaid or
purchased, in whole or in part, pursuant to such
obligation;

(12) if other than U.S. dollars, the currency or
currencies in which such Debt Securities are
denominated and payable, which may be a foreign
currency or units of two or more foreign
currencies or a composite currency or currencies,
and the terms and conditions relating thereto;

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

(14) whether such Debt Securities will be issued in
the form of one or more global securities and
whether such global securities are to be issuable
in a temporary global form or permanent global
form;

(15) any additions to, modifications of or deletions
from the terms of such Debt Securities with
respect to the Events of Default or covenants set
forth in the applicable Indenture;

(16) whether such Debt Securities will be issued in
certificated or book-entry form;

(17) whether such Debt Securities will be in
registered or bearer form and, if in registered
form, the denominations thereof if other than
$1,000 and any integral multiple thereof and, if
in bearer form, the denominations thereof and the
terms and conditions relating thereto;

(18) the applicability, if any, of the defeasance and
covenant defeasance provisions of Article XIV of
the applicable Indenture;

(19) if such Debt Securities are to be issued upon the
exercise of Warrants, the time, manner and place
for such Debt Securities to be authenticated and
delivered;

(20) the terms, if any, upon which such Debt
Securities may be convertible into Common Shares
or Preferred Shares of the Trust and the terms
and conditions upon which such conversion will be
effected, including, without limitation, the
initial conversion price or rate and the
conversion period;

(21) whether and under what circumstances the Trust
will pay Additional Amounts as contemplated in
the applicable Indenture on such Debt Securities
in respect of any tax, assessment or governmental
charge and, if so, whether the Trust will have
the option to redeem such Debt Securities in lieu
of making such payment;

(22) the name of the applicable Trustee and the
address of its corporate trust office; and

(23) any other terms of such Debt Securities not
inconsistent with the provisions of the
applicable Indenture (Section 301).

The Debt Securities may provide for less than the entire
principal amount thereof to be payable upon declaration of
acceleration of the maturity thereof ("Original Issue Discount
Securities"). Special U.S. federal income tax, accounting and
other considerations applicable to Original Issue Discount
Securities will be described in the applicable Prospectus
Supplement.

Except as set forth below under "Certain Covenants --
Limitations on Incurrence of Debt," neither Indenture contains
any other provisions that would limit the ability of the Trust
to incur indebtedness or that would afford Holders of Debt
Securities protection in the event of a highly leveraged or
similar transaction involving the Trust or in the event of a
change of control. However, restrictions on ownership and
transfers of the Trust's Common Shares and Preferred Shares are
designed to preserve its status as a REIT and, therefore, may
act to prevent or hinder a change of control. See "Description
of Preferred Shares" and "Description of Common Shares."
Reference is made to the applicable Prospectus Supplement for
information with respect to any deletions from, modifications of
or additions to the Events of Default or covenants of the Trust
that are described below, including any addition of a covenant
or other provision providing event risk or similar protection.

Denominations, Interest, Registration and Transfer

Unless otherwise described in the applicable Prospectus
Supplement, the Debt Securities of any series will be issuable
in denominations of $1,000 and integral multiples thereof
(Section 302).

Unless otherwise specified in the applicable Prospectus
Supplement, the principal of (and premium, if any) and interest
on any series of Debt Securities will be payable at the
corporate trust office of the applicable Trustee, provided that,
at the option of the Trust, payment of interest may be made by
check mailed to the address of the Person entitled thereto as it
appears in the Security Register or by wire transfer of funds to
such Person at an account maintained within the United States
(Sections 301, 305, 306, 307 and 1002).

Any interest not punctually paid or duly provided for on
any Interest Payment Date with respect to a Debt Security
("Defaulted Interest") will forthwith cease to be payable to the
Holder on the applicable Regular Record Date and may either be
paid to the person in whose name such Debt Security is
registered at the close of business on a special record date
(the "Special Record Date") for the payment of such Defaulted
Interest to be fixed by the applicable Trustee, notice whereof
shall be given to the Holder of such Debt Security not less than
10 days prior to such Special Record Date, or may be paid at any
time in any other lawful manner, all as more completely
described in the applicable Indenture (Section 307).

Subject to certain limitations imposed upon Debt Securities
issued in book-entry form, the Debt Securities of any series
will be exchangeable for other Debt Securities of the same
series and of a like aggregate principal amount and tenor of
different authorized denominations upon surrender of such Debt
Securities at the corporate trust office of the applicable
Trustee. In addition, subject to certain limitations imposed
upon Debt Securities issued in book-entry form, the Debt
Securities of any series may be surrendered for conversion or
registration of transfer thereof at the corporate trust office
of the applicable Trustee. Every Debt Security surrendered for
conversion, registration of transfer or exchange shall be duly
endorsed or accompanied by a written instrument of transfer. No
service charge will be made for any registration of transfer or
exchange of any Debt Securities, but the Trust may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith (Section
305). If the applicable Prospectus Supplement refers to any
transfer agent (in addition to the Trustee) initially designated
by the Trust with respect to any series of Debt Securities, the
Trust may at any time rescind the designation of any such
transfer agent or approve a change in the location through which
any such transfer agent acts, except that the Trust will be
required to maintain a transfer agent in each Place of Payment
for such series. The Trust may at any time designate additional
transfer agents with respect to any series of Debt Securities
(Section 1002).

Neither the Trust nor any Trustee shall be required to (i)
issue, register the transfer of or exchange Debt Securities of
any series during a period beginning at the opening of business
15 days before any selection of Debt Securities of that series
to be redeemed and ending at the close of business on the day of
mailing of the relevant notice of redemption; (ii) register the
transfer of or exchange any Debt Security, or portion thereof,
called for redemption, except the unredeemed portion of any Debt
Security being redeemed in part; or (iii) issue, register the
transfer of or exchange any Debt Security which has been
surrendered for repayment at the option of the Holder, except
the portion, if any, of such Debt Security not to be so repaid
(Section 305).

Merger, Consolidation or Sale

The Trust may merge with or into, consolidate with, or
sell, lease or convey all or substantially all of its assets to,
any other trust or corporation, provided that (a) either the
Trust shall be the continuing trust or corporation, or the
successor trust or corporation (if other than the Trust) formed
by or resulting from any such merger or consolidation or which
shall have received the transfer of such assets shall expressly
assume payment of the principal of (and premium, if any) and
interest on all of the Debt Securities and the due and punctual
performance and observance of all of the covenants and
conditions contained in the Indentures; (b) immediately after
giving effect to such transaction and treating any indebtedness
which becomes an obligation of the Trust or any Subsidiary as a
result thereof as having been incurred by the Trust or such
Subsidiary at the time of such transaction, no Event of Default
under the Indentures, and no event which, after notice or the
lapse of time, or both, would become such an Event of Default,
shall have occurred and be continuing; and (c) an officer's
certificate and legal opinion covering such conditions shall be
delivered to the Trustees (Sections 801 and 803).

Certain Covenants

Limitations on Incurrence of Debt. The Trust will not, and
will not permit any Subsidiary to, incur any Debt (as defined
below) if, immediately after giving effect to the incurrence of
such additional Debt and the application of the proceeds
thereof, the aggregate principal amount of all outstanding Debt
of the Trust and its Subsidiaries on a consolidated basis
determined in accordance with generally accepted accounting
principles is greater than 65% of the sum of (i) the Trust's
Total Assets (as defined below) as of the end of the calendar
quarter covered in the Trust's Annual Report on Form 10-K or
Quarterly Report on Form 10-Q, as the case may be, most recently
filed with the Commission (or, if such filing is not permitted
under the Exchange Act, with the Trustee) prior to the
incurrence of such additional Debt, (ii) the purchase price of
any real estate assets or mortgages receivable acquired by the
Trust or any Subsidiary since the end of such calendar quarter,
including those obtained in connection with the incurrence of
such additional Debt, and (iii) the amount of any securities
offering proceeds received by the Trust or any Subsidiary since
the end of such calendar quarter (to the extent that such
proceeds were not used to acquire such real estate assets or
mortgages receivable or used to reduce Debt) (Section 1004).

In addition to the foregoing limitation on the incurrence
of Debt, the Trust will not, and will not permit any Subsidiary
to, incur any Debt secured by any mortgage, lien, charge,
pledge, encumbrance or security interest of any kind upon any of
the property of the Trust or any Subsidiary if, immediately
after giving effect to the incurrence of such additional Debt
and the application of the proceeds thereof, the aggregate
principal amount of all outstanding Debt of the Trust and its
Subsidiaries on a consolidated basis which is secured by any
mortgage, lien, charge, pledge, encumbrance or security interest
on property of the Trust or any Subsidiary is greater than 40%
of the sum of (i) the Trust's Total Assets as of the end of the
calendar quarter covered in the Trust's Annual Report on Form
10-K or Quarterly Report on Form 10-Q, as the case may be, most
recently filed with the Commission (or, if such filing is not
permitted under the Exchange Act, with the Trustee) prior to the
incurrence of such additional Debt, (ii) the purchase price of
any real estate assets or mortgages receivable acquired by the
Trust or any Subsidiary since the end of such calendar quarter,
including those obtained in connection with the incurrence of
such additional Debt and (iii) the amount of any securities
offering proceeds received by the Trust or any Subsidiary since
the end of such calendar quarter (to the extent that such
proceeds were not used to acquire such real estate assets or
mortgages receivable or used to reduce Debt) (Section 1004).

In addition to the foregoing limitations on the incurrence
of Debt, the Trust will not, and will not permit any Subsidiary
to, incur any Debt if Consolidated Income Available for Debt
Service (as defined below) for any 12 consecutive calendar
months within the 15 calendar months immediately preceding the
date on which such additional Debt is to be incurred shall have
been less than 1.5 times the Maximum Annual Service Charge (as
defined below) on the Debt of the Trust and all Subsidiaries to
be outstanding immediately after the incurring of such
additional Debt (Section 1004).

Existence. Except as permitted under "Merger,
Consolidation or Sale," the Trust will do or cause to be done
all things necessary to preserve and keep in full force and
effect its corporate existence, rights (charter and statutory)
and franchises; provided, however, that the Trust shall not be
required to preserve any right or franchise if it determines
that the preservation thereof is no longer desirable in the
conduct of its business and that the loss thereof is not
disadvantageous in any material respect to the Holders of the
Debt Securities (Section 1005).

Maintenance of Properties. The Trust will cause all of its
properties used or useful in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all
necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Trust may be necessary so
that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided,
however, that the Trust and its Subsidiaries shall not be
prevented from selling or otherwise disposing for value its
properties in the ordinary course of business (Section 1006).

Insurance. The Trust will, and will cause each of its
Subsidiaries to, keep all of its insurable properties adequately
insured against loss or damage with insurers of recognized
responsibility and having an A.M. Best policy holder's rating of
not less than A-:V (Section 1007).

Payment of Taxes and Other Claims. The Trust will pay or
discharge or cause to be paid or discharged, before the same
shall become delinquent, (i) all future taxes, assessments and
governmental charges levied or imposed upon it or any Subsidiary
or upon the income, profits or property of the Trust or any
Subsidiary, and (ii) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the
property of the Trust or any Subsidiary, unless such lien would
not have a material adverse effect upon such property; provided,
however, that the Trust shall not be required to pay or
discharge or cause to be paid or discharged any such tax,
assessment, charge or claim (i) whose amount, applicability or
validity is being contested in good faith by appropriate
proceedings or (ii) for which the Trust has set apart and
maintains an adequate reserve (Section 1008).

Provision of Financial Information. Whether or not the
Trust is subject to Section 13 or 15(d) of the Exchange Act, the
Trust will, to the extent permitted under the Exchange Act, file
with the Commission the annual reports, quarterly reports and
other documents which the Trust would have been required to file
with the Commission pursuant to such Section 13 or 15(d) if the
Trust were so subject, such documents to be filed with the
Commission on or prior to the respective dates (the "Required
Filing Dates") by which the Trust would have been required so to
file such documents if the Trust were so subject. The Trust
will also in any event (x) within 15 days of each Required
Filing Date (i) transmit by mail to all Holders of Debt
Securities, as their names and addresses appear in the Security
Register, without cost to such Holders, copies of the annual
reports and quarterly reports which the Trust would have been
required to file with the Commission pursuant to Section 13 or
15(d) of the Exchange Act if the Trust were subject to such
Sections and (ii) file with the Trustees copies of the annual
reports, quarterly reports and other documents which the Trust
would have been required to file with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act if the Trust were
subject to such Sections and (y) if filing such documents by the
Trust with the Commission is not permitted under the Exchange
Act, promptly upon written request and payment of the reasonable
cost of duplication and delivery, supply copies of such
documents to any prospective Holder (Section 1009).

As used herein,

"Consolidated Income Available for Debt Service" for any
period means Consolidated Net Income (as defined below) of the
Trust and its Subsidiaries plus amounts which have been deducted
for (a) interest on Debt of the Trust and its Subsidiaries, (b)
provision for taxes of the Trust and its Subsidiaries based on
income, (c) amortization of debt discount, (d) property
depreciation and amortization and (e) the effect of any noncash
charge resulting from a change in accounting principles in
determining Consolidated Net Income for such period.

"Consolidated Net Income" for any period means the amount
of consolidated net income (or loss) of the Trust and its
Subsidiaries for such period determined on a consolidated basis
in accordance with generally accepted accounting principles.

"Debt" of the Trust or any Subsidiary means any
indebtedness of the Trust or any Subsidiary, whether or not
contingent, in respect of (i) borrowed money or evidenced by
bonds, notes, debentures or similar instruments, (ii)
indebtedness secured by any mortgage, pledge, lien, charge,
encumbrance or any security interest existing on property owned
by the Trust or any Subsidiary, (iii) letters of credit or
amounts representing the balance deferred and unpaid of the
purchase price of any property except any such balance that
constitutes an accrued expense or trade payable or (iv) any
lease of property by the Trust or any Subsidiary as lessee which
is reflected on the Trust's Consolidated Balance Sheet as a
capitalized lease in accordance with generally accepted
accounting principles, in the case of items of indebtedness
under (i) through (iii) above to the extent that any such items
(other than letters of credit) would appear as a liability on
the Trust's Consolidated Balance Sheet in accordance with
generally accepted accounting principles, and also includes, to
the extent not otherwise included, any obligation by the Trust
or any Subsidiary to be liable for, or to pay, as obligor,
guarantor or otherwise (other than for purposes of collection in
the ordinary course of business), indebtedness of another person
(other than the Trust or any Subsidiary) (it being understood
that Debt shall be deemed to be incurred by the Trust or any
Subsidiary whenever the Trust or such Subsidiary shall create,
assume, guarantee or otherwise become liable in respect
thereof).

"Maximum Annual Service Charge" as of any date means the
maximum amount which may become payable in any period of 12
consecutive calendar months from such date for interest on, and
required amortization of, Debt. The amount payable for
amortization shall include the amount of any sinking fund or
other analogous fund for the retirement of Debt and the amount
payable on account of principal on any such Debt which matures
serially other than at the final maturity date of such Debt.

"Total Assets" as of any date means the sum of (i)
Undepreciated Real Estate Assets and (ii) all other assets of
the Trust and its Subsidiaries determined in accordance with
generally accepted accounting principles (but excluding accounts
receivable and intangibles).

"Undepreciated Real Estate Assets" as of any date means the
amount of real estate assets of the Trust and its Subsidiaries
on such date, before depreciation and amortization determined on
a consolidated basis in accordance with generally accepted
accounting principles.

Events of Default, Notice and Waiver

Each Indenture provides that the following events are
"Events of Default" with respect to any series of Debt
Securities issued thereunder (a) default for 30 days in the
payment of any installment of interest on any Debt Security of
such series; (b) default in the payment of the principal of (or
premium, if any, on) any Debt Security of such series at its
Maturity; (c) default in making any sinking fund payment as
required for any Debt Security of such series; (d) default in
the performance of any other covenant of the Trust contained in
the applicable Indenture (other than a covenant added to such
Indenture solely for the benefit of a series of Debt Securities
issued thereunder other than such series), continued for 60 days
after written notice as provided in such Indenture; (e) an event
of default under any evidence of indebtedness of the Trust or
any mortgage, indenture or other instrument under which such
indebtedness is issued or by which such indebtedness is secured
or evidenced, such default having resulted in the acceleration
of the maturity of an aggregate principal amount exceeding
$10,000,000 of such indebtedness, but only if such indebtedness
is not discharged or such acceleration is not rescinded or
annulled within a specified period of time; (f) certain events
of bankruptcy, insolvency or reorganization, or court
appointment of a receiver, liquidator or trustee of the Trust,
any Significant Subsidiary or the property of the Trust or any
Significant Subsidiary; and (g) any other Event of Default
provided with respect to a particular series of Debt Securities
(Section 501). The term "Significant Subsidiary" means each
significant subsidiary (as defined in Regulation S-X promulgated
under the Securities Act) of the Trust.

If an Event of Default under the Indenture with respect to
Debt Securities of any series at the time Outstanding occurs and
is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the
Outstanding Debt Securities of that series may declare the
principal amount (or, if the Debt Securities of that series are
Original Issue Discount Securities or Indexed Securities, such
portion of the principal amount as may be specified in the terms
thereof) of all of the Debt Securities of that series to be due
and payable immediately by written notice thereof to the Trust
(and to the applicable Trustee if given by the Holders).
However, at any time after such a declaration of acceleration
with respect to Debt Securities of such series (or of all Debt
Securities then Outstanding under the applicable Indenture, as
the case may be) has been made, but before a judgment or decree
for payment of the money due has been obtained by the applicable
Trustee, the Holders of not less than a majority in principal
amount of Outstanding Debt Securities of such series (or of all
Debt Securities then Outstanding under the applicable Indenture,
as the case may be) may rescind and annul such declaration and
its consequences if (a) the Trust shall have deposited with the
applicable Trustee all required payments of the principal of
(and premium, if any) and interest on the Debt Securities of
such series (or of all Debt Securities then outstanding under
the applicable Indenture, as the case may be), plus certain
fees, expenses, disbursements and advances of the Trustee and
(b) all Events of Default, other than the non-payment of
accelerated principal (or specified portion thereof), with
respect to Debt Securities of such series (or of all Debt
Securities then Outstanding under the applicable Indenture, as
the case may be) have been cured or waived as provided in the
applicable Indenture (Section 502). Each Indenture also
provides that the Holders of not less than a majority in
principal amount of the Outstanding Debt Securities of any
series (or of all Debt Securities then Outstanding under the
applicable Indenture, as the case may be) may waive any past
default with respect to such series and its consequences, except
a default (x) in the payment of the principal of (or premium, if
any) or interest on any Debt Security of such series or (y) in
respect of a covenant or provision contained in the applicable
Indenture that cannot be modified or amended without the consent
of the Holder of each Outstanding Debt Security affected thereby
(Section 513).

Each Trustee is required to give notice to the Holder of
Debt Securities within 90 days of a default under the applicable
Indenture; provided, however, that the Trustee may withhold
notice to the Holders of any series of Debt Securities of any
default with respect to such series (except a default in the
payment of the principal of (or premium, if any) or interest on
any Debt Security of such series or in the payment of any
sinking fund installment in respect of any Debt Security of such
series) if the Responsible Officers of the Trustee consider such
withholding to be in the interest of such Holders (Section 601).

Each Indenture provides that no Holders of Debt Securities
of any series may institute any proceedings, judicial or
otherwise, with respect to the applicable Indenture or for any
remedy thereunder, except in the case of failure of the Trustee
thereunder for 60 days, to act after it has received a written
request to institute proceedings in respect of an Event of
Default from the Holders of not less than 25% in principal
amount of the Outstanding Debt Securities of such series, as
well as an offer of indemnity reasonably satisfactory to it
(Section 507). This provision will not prevent, however, any
Holder of Debt Securities from instituting suit for the
enforcement of payment of the principal of (and premium, if any)
and interest on such Debt Securities at the respective due dates
thereof (Section 508).

Subject to provisions in each Indenture relating to its
duties in case of default, each Trustee is under no obligation
to exercise any of its rights or powers under the applicable
Indenture at the request or direction of any Holders of any
series of Debt Securities then Outstanding under such Indenture,
unless such Holders shall have offered to the Trustee reasonable
security or indemnity (Section 602). The Holders of not less
than a majority in principal amount of the applicable
Outstanding Debt Securities of any series (or of all Debt
Securities then Outstanding under the applicable Indenture, as
the case may be) shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available
to the Trustee, or of exercising any trust or power conferred
upon the Trustee. However, the Trustee may refuse to follow any
direction which is in conflict with any law or the applicable
Indenture, which may involve the Trustee in personal liability
or which may be unduly prejudicial to the Holders of Debt
Securities of such series not joining therein (Section 512).

Within 120 days after the close of each fiscal year, the
Trust must deliver to each Trustee a certificate, signed by one
of several specified officers, stating whether or not such
officer has knowledge of any default under the applicable
Indenture and, if so, specifying each such default and the
nature and status thereof (Section 1010).

Modification of the Indentures

Modifications and amendments of each Indenture may be made
only with the consent of the Holders of not less than a majority
in principal amount of all Outstanding Debt Securities issued
under such Indenture which are affected by such modification or
amendment; provided, however, that no such modification or
amendment may, without the consent of the Holder of each such
Debt Security affected thereby, (a) change the Stated Maturity
of the principal of, or any installment of interest (or premium,
if any) on, any such Debt Security; (b) reduce the principal
amount of, or the rate or amount of interest on, or any premium
payable on redemption of, any such Debt Security, or reduce the
amount of principal of an Original Issue Discount Security that
would be due and payable upon declaration of acceleration of the
maturity thereof or would be provable in bankruptcy, or
adversely affect any right of repayment of the Holder of any
such Debt Security; (c) change the Place of Payment, or the coin
or currency, for payment of principal of, premium, if any, or
interest on any such Debt Security; (d) impair the right to
institute suit for the enforcement of any payment on or with
respect to any such Debt Security; (e) reduce the above-stated
percentage of Outstanding Debt Securities of any series
necessary to modify or amend the applicable Indenture, to waive
compliance with certain provisions thereof or certain defaults
and consequences thereunder or to reduce the quorum or voting
requirements set forth in such Indenture; (f) if Subordinated
Securities, modify any of the provisions of the Subordinated
Securities Indenture relating to the subordination of such
Subordinated Securities in a manner adverse to the Holders
thereof; or (g) modify any of the foregoing provisions or any of
the provisions relating to the waiver of certain past defaults
or certain covenants, except to increase the required percentage
to effect such action or to provide that certain other
provisions may not be modified or waived without the consent of
the Holder of such Debt Security (Section 902).

The Holders of not less than a majority in principal amount
of Outstanding Debt Securities have the right to waive
compliance by the Trust with certain covenants in the applicable
Indenture (Section 1012).

Modifications and amendments of each Indenture may be made
by the Trust and the applicable Trustee without the consent of
any Holder of Debt Securities issued thereunder for any of the
following purposes: (i) to evidence the succession of another
Person to the Trust as obligor under the applicable Indenture;
(ii) to add to the covenants of the Trust for the benefit of the
Holders of all or any series of Debt Securities or to surrender
any right or power conferred upon the Trust in the applicable
Indenture; (iii) to add Events of Default for the benefit of the
Holders of all or any series of Debt Securities; (iv) to add or
change any provisions of the applicable Indenture to facilitate
the issuance of, or to liberalize certain terms of, Debt
Securities in bearer form, or to permit or facilitate the
issuance of Debt Securities in uncertificated form, provided
that such action shall not adversely affect the interests of the
Holders of the Debt Securities of any series in any material
respect; (v) to change or eliminate any provisions of the
applicable Indenture, provided that any such change or
elimination shall become effective only when there are no Debt
Securities Outstanding of any series created prior thereto which
are entitled to the benefit of such provision; (vi) to secure
the Debt Securities; (vii) to establish the form or terms of
Debt Securities of any series, including the provisions and
procedures, if applicable, for the conversion of such Debt
Securities into Preferred Shares or Common Shares of the Trust;
(viii) to provide for the acceptance of appointment by a
successor Trustee or facilitate the administration of the trusts
under the applicable Indenture by more than one Trustee; (ix) to
cure any ambiguity, defect or inconsistency in the applicable
Indenture, provided that such action shall not adversely affect
the interests of Holders of Debt Securities of any series in any
material respect; or (x) to supplement any of the provisions of
the applicable Indenture to the extent necessary to permit or
facilitate defeasance and discharge of any series of such Debt
Securities, provided that such action shall not adversely affect
the interests of the Holders of the Debt Securities of any
series in any material respect (Section 901).

Each Indenture provides that in determining whether the
Holders of the requisite principal amount of Outstanding Debt
Securities of a series have given any request, demand,
authorization, direction, notice, consent or waiver thereunder
or whether a quorum is present at a meeting of Holders of Debt
Securities, (i) the principal amount of an Original Issue
Discount Security that shall be deemed to be outstanding shall
be the amount of the principal thereof that would be due and
payable as of the date of such determination upon declaration of
acceleration of the maturity thereof, (ii) the principal amount
of a Debt Security denominated in a Foreign Currency that shall
be deemed outstanding shall be the U.S. dollar equivalent,
determined on the issue date for such Debt Security, of the
principal amount (or, in the case of an Original Issue Discount
Security, the U.S. dollar equivalent on the issue date of such
Debt Security of the amount determined as provided in (i)
above), (iii) the principal amount of an Indexed Security that
shall be deemed outstanding shall be the principal face amount
of such Indexed Security at original issuance, unless otherwise
provided with respect to such Indexed Security pursuant to
Section 301 of the Indenture, and (iv) Debt Securities owned by
the Trust or any other obligor upon the Debt Securities or any
Affiliate of the Trust or of such other obligor shall be
disregarded (Section 101).

Each Indenture contains provisions of convening meetings of
the Holders of Debt Securities of a series (Section 1501). A
meeting may be called at any time by the applicable Trustee, and
also, upon request, by the Trust or the Holders of at least 10%
in principal amount of the Outstanding Debt Securities of such
series, in any such case upon notice given as provided in the
applicable Indenture (Section 1502). Except for any consent
that must be given by the Holder of each Debt Security affected
by certain modifications and amendments of the applicable
Indenture, any resolution presented at a meeting or adjourned
meeting duly reconvened at which a quorum is present may be
adopted by the affirmative vote of the Holders of a majority in
principal amount of the Outstanding Debt Securities of that
series; provided, however, that, except as referred to above,
any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other
action that may be made, given or taken by the Holders of a
specified percentage, which is less than a majority, in
principal amount of the Outstanding Debt Securities of a series
may be adopted at a meeting or adjourned meeting duly reconvened
at which a quorum is present by the affirmative vote of the
Holders of such specified percentage in principal amount of the
Outstanding Debt Securities of that series. Any resolution
passed or decision taken at any meeting of Holders of Debt
Securities of any series duly held in accordance with the
applicable Indenture will be binding on all Holders of Debt
Securities of that series. The quorum at any meeting called to
adopt a resolution, and at any reconvened meeting, will be
Persons holding or representing a majority in principal amount
of the Outstanding Debt Securities of a series; provided,
however, that if any action is to be taken at such meeting with
respect to a consent or waiver which may be given by the Holders
of not less than a specified percentage in principal amount of
the Outstanding Debt Securities of a series, the Persons holding
or representing such specified percentage in principal amount of
the Outstanding Debt Securities of such series will constitute a
quorum (Section 1504).

Notwithstanding the foregoing provisions, if any action is
to be taken at a meeting of Holders of Debt Securities of any
series with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action that the
applicable Indenture expressly provides may be made, given or
taken by the Holders of a specified percentage in principal
amount of all Outstanding Debt Securities affected thereby, or
of the Holders of such series and one or more additional series:
(i) there shall be no minimum quorum requirement for such
meeting and (ii) the principal amount of the Outstanding Debt
Securities of such series that vote in favor of such request,
demand, authorization, direction, notice, consent, waiver or
other action shall be taken into account in determining whether
such request, demand, authorization, direction, notice, consent,
waiver or other action has been made, given or taken under the
applicable Indenture (Section 1504).

Discharge, Defeasance and Covenant Defeasance

The Trust may discharge certain obligations to Holders of
any series of Debt Securities that have not already been
delivered to the Trustee for cancellation and that either have
become due and payable or will become due and payable within one
year (or scheduled for redemption within one year) by
irrevocably depositing with the applicable Trustee, in trust,
funds in such currency or currencies, currency unit or units or
composite currency or currencies in which such Debt Securities
are payable in an amount sufficient to pay the entire
indebtedness on such Debt Securities in respect of principal
(and premium, if any) and interest to the date of such deposit
(if such Debt Securities have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be (Section
401).

Each Indenture provides that, if the provisions of Article
XIV are made applicable to the Debt Securities of or within any
series pursuant to Section 301 of such Indenture, the Trust may
elect either (a) to defease and be discharged from any and all
obligations with respect to such Debt Securities (except for the
obligation to pay Additional Amounts, if any, upon the
occurrence of certain events of tax, assessment or governmental
charge with respect to payments on such Debt Securities and the
obligations to register the transfer or exchange of such Debt
Securities, to replace temporary or mutilated, destroyed, lost
or stolen Debt Securities, to maintain an office or agency in
respect of such Debt Securities and to hold moneys for payment
in trust) ("defeasance") (Section 1402) or (b) to be released
from its obligations with respect to such Debt Securities under
Sections 1004 to 1009, inclusive, of the applicable Indenture
(being the restrictions described under "Certain Covenants") or,
if provided pursuant to Section 301 of such Indenture, its
obligations with respect to any other covenant, and any omission
to comply with such obligations shall not constitute a default
or an Event of Default with respect to such Debt Securities
("covenant defeasance") (Section 1403), in either case upon the
irrevocable deposit by the Trust with the applicable Trustee, in
trust, of an amount, in such currency or currencies, currency
unit or units or composite currency or currencies in which such
Debt Securities are payable at Stated Maturity, or Government
Obligations (as defined below), or both, applicable to such Debt
Securities which through the scheduled payment of principal and
interest in accordance with their terms will provide money in an
amount sufficient to pay the principal of (and premium, if any)
and interest on such Debt Securities, and any mandatory sinking
fund or analogous payments thereon, on the scheduled due dates
therefor.

Such a trust may only be established if, among other
things, the Trust has delivered to the applicable Trustee an
Opinion of Counsel (as specified in the applicable Indenture) to
the effect that the Holders of such Debt Securities will not
recognize income, gain or loss for U.S. federal income tax
purposes as a result of such defeasance or covenant defeasance
and will be subject to U.S. federal income tax on the same
amounts, in the same manner and at the same times as would have
been the case if such defeasance or covenant defeasance had not
occurred (Section 1404).

"Government Obligations" means securities which are (i)
direct obligations of the United States of America or the
government which issued the Foreign Currency in which the Debt
Securities of a particular series are payable, for the payment
of which its full faith and credit is pledged or (ii)
obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States of America
or such government which issued the Foreign Currency in which
the Debt Securities of such series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America or such other
government, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company
as custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of any such
Government Obligation held by such custodian for the account of
the holder of a depository receipt, provided that (except as
required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in
respect of the Government Obligation or the specific payment of
interest on or principal of the Government Obligation evidenced
by such depository receipt (Section 101).

Unless otherwise provided in the applicable Prospectus
Supplement, if after the Trust has deposited funds and/or
Government Obligations to effect defeasance or covenant
defeasance with respect to Debt Securities of any series, (a)
the Holder of a Debt Security of such series is entitled to, and
does, elect pursuant to Section 301 of the applicable Indenture
or the terms of such Debt Security to receive payment in a
currency, currency unit or composite currency other than that in
which such deposit has been made in respect of such Debt
Security, or (b) a Conversion Event (as defined below) occurs in
respect of the currency, currency unit or composite currency in
which such deposit has been made, the indebtedness represented
by such Debt Security shall be deemed to have been, and will be,
fully discharged and satisfied through the payment of the
principal of (and premium, if any) and interest on such Debt
Security as they become due out of the proceeds yielded by
covering the amount so deposited in respect of such Debt
Security into the currency, currency unit or composite currency
in which such Debt Security becomes payable as a result of such
election or such cessation of usage based on the applicable
market exchange rate (Section 1405). "Conversion Event" means
the cessation of use of (i) a Foreign Currency, both by the
government of the country which issued such currency and for the
settlement of transactions by a central bank or other public
institutions of or within the international banking community,
(ii) the ECU both within the European Monetary System and for
the settlement of transactions by public institutions of or
within the European Communities or (iii) any currency unit or
composite currency other than the ECU for the purposes for which
it was established (Section 101). Unless otherwise provided in
the applicable Prospectus Supplement, all payments of principal
of (and premium, if any) and interest on any Debt Security that
is payable in a Foreign Currency that ceases to be used by its
government of issuance shall be made is U.S. dollars.

In the event the Trust effects covenant defeasance with
respect to any Debt Securities and such Debt Securities are
declared due and payable because of the occurrence of any Event
of Default other than the Event of Default described in clause
(d) under "Events of Default, Notice and Waiver" with respect to
Section 1004 to 1009, inclusive, of the applicable Indenture
(which Sections would no longer be applicable to such Debt
Securities) or described in clause (g) under "Events of Default,
Notice and Waiver" with respect to any other covenant as to
which there has been covenant defeasance, the amount in such
currency, currency unit or composite currency in which such Debt
Securities are payable, and Government Obligations on deposit
with the applicable Trustee, will be sufficient to pay amounts
due on such Debt Securities at the time of their Stated Maturity
but may not be sufficient to pay amounts due on such Debt
Securities at the time of the acceleration resulting from such
Event of Default. However, the Trust would remain liable to
make payment of such amounts due at the time of acceleration.

The applicable Prospectus Supplement may further describe
the provisions, if any, permitting such defeasance or covenant
defeasance, including any modifications to the provisions
described above, with respect to the Debt Securities of or
within a particular series.

Conversion Rights

The terms and conditions, if any, upon which the Debt
Securities are convertible into Preferred Shares or Common
Shares will be set forth in the applicable Prospectus Supplement
relating thereto. Such terms will include whether such Debt
Securities are convertible into Preferred Shares or Common
Shares, the conversion price (or manner of calculation thereof),
the conversion period, provisions as to whether conversion will
be at the option of the Holders or the Trust, the events
requiring an adjustment of the conversion price and provisions
affecting conversion in the event of the redemption of such Debt
Securities.

Global Securities

The Debt Securities of a series may be issued in whole or
in part in the form of one or more global securities (the
"Global Securities") that will be deposited with, or on behalf
of, a depositary (the "Depository") identified in the applicable
Prospectus Supplement relating to such series. Global Securities
are expected to be deposited with The Depository Trust Company,
as Depository. Global Securities may be issued in either
registered or bearer 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
Security may not be transferred except as a whole by the
Depository for such Global Security to a nominee of such
Depository or by a nominee of such Depository to such Depository
or another nominee of such Depository or by the Depository or
any nominee of such Depository to a successor Depository or any
nominee of such successor.

The specific terms of the depository arrangement with
respect to a series of Debt Securities will be described in the
applicable Prospectus Supplement relating to such series.
Unless otherwise indicated in the applicable Prospectus
Supplement, the Trust anticipates that the following provisions
will apply to depository arrangements.

Upon the issuance of a Global Security, the Depository for
such Global 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 such
Global Security to the accounts of persons that have accounts
with such Depository ("Participants"). Such accounts shall be
designated by the underwriters, dealers or agents with respect
to such Debt Securities or by the Trust if such Debt Securities
are offered and sold directly by the Trust. Ownership of
beneficial interests in a Global Security will be limited to
Participants or persons that may hold interests through
Participants. Ownership of beneficial interests in such Global
Security will be shown on, and the transfer of that ownership
will be effected only through, records maintained by the
applicable Depository or its nominee (with respect to beneficial
interests of Participants) and records of Participants (with
respect to beneficial interests of persons who hold through
Participants). The laws of some states require that certain
purchasers of securities take physical delivery of such
securities in definitive form. Such limits and laws may impair
the ability to own, pledge or transfer beneficial interest in a
Global Security.

So long as the Depository for a Global Security or its
nominee is the registered owner of such Global Security, such
Depository or such nominee, as the case may be, will be
considered the sole owner or holder of the Debt Securities
represented by such Global Security for all purposes under the
applicable Indenture. Except as provided below or in the
applicable Prospectus Supplement, owners of beneficial interest
in a Global Security will not be entitled to have any of the
individual Debt Securities of the series represented by such
Global Security registered in their names, will not receive or
be entitled to receive physical delivery of any such Debt
Securities of such series in definitive form and will not be
considered the owners or holders thereof under the applicable
Indenture.

Payments of principal of, any premium and any interest on,
or any Additional Amounts payable with respect to, individual
Debt Securities represented by a Global Security registered in
the name of a Depository or its nominee will be made to the
Depository or its nominee, as the case may be, as the registered
owner of the Global Security representing such Debt Securities.
None of the Trust, the Trustees, any Paying Agent or the
Security Registrar for such Debt Securities will have any
responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership
interests in the Global Security for such Debt Securities or for
maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

The Trust expects that the Depository for a series of Debt
Securities or its nominee, upon receipt of any payment of
principal, premium or interest in respect of a permanent Global
Security representing any of such Debt Securities, immediately
will credit Participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the
principal amount of such Global Security for such Debt
Securities as shown on the records of such Depository or its
nominee. The Trust also expects that payments by Participants
to owners of beneficial interests in such Global Security held
through such Participants will be governed by standing
instructions and customary practices, as is the case with
securities held for the account of customers in bearer form or
registered in "street name." Such payments will be the
responsibility of such Participants.

If a Depository for a series of Debt Securities is at any
time unwilling, unable or ineligible to continue as depository
and a successor depository is not appointed by the Trust within
90 days, the Trust will issue individual Debt Securities of such
series in exchange for the Global Security representing such
series of Debt Securities. In addition, the Trust may, at any
time and in its sole discretion, subject to any limitations
described in the applicable Prospectus Supplement relating to
such Debt Securities, determine not to have any Debt Securities
of such series represented by one or more Global Securities and,
in such event, will issue individual Debt Securities of such
series in exchange for the Global Security or Securities
representing such series of Debt Securities. Individual Debt
Securities of such series so issued will be issued in
denominations, unless otherwise specified by the Trust, of
$1,000 and integral multiples thereof.

Provisions Applicable Solely to Subordinated Securities

General

Subordinated Securities will be issued under the
Subordinated Indenture and will rank pari passu with certain
other subordinated debt of the Company that may be outstanding
from time to time and will rank junior to all Senior
Indebtedness (as defined below) of the Company (including any
Senior Securities) that may be outstanding from time to time.
All section references appearing below are to sections of the
Subordinated Indenture.

The term "Senior Indebtedness" is defined in the
Subordinated Indenture as indebtedness incurred by the Trust for
money borrowed whether outstanding on the date hereof or
incurred in the future, all deferrals, renewals or extensions of
any such indebtedness and all evidences of indebtedness issued
in exchange for any such indebtedness and guarantees by the
Trust of the foregoing items of indebtedness for money borrowed
by persons other than the Trust, unless, in any such case, such
indebtedness or guarantee provides by its terms that it shall
not constitute Senior Indebtedness.

If Subordinated Securities are issued under the
Subordinated Indenture, the aggregate principal amount of Senior
Indebtedness outstanding as of a recent date will be set forth
in the Prospectus Supplement. The Subordinated Indenture does
not restrict the amount of Senior Indebtedness that the Trust
may incur.

Subordination

The payment of the principal of (and premium, if any) and
interest on the Subordinated Securities is expressly
subordinated, to the extent and in the manner set forth in the
Subordinated Indenture, in right of payment to the prior payment
in full of all Senior Indebtedness of the Trust.

(a) Upon (i) any acceleration of the principal amount due
on the Subordinated Securities or (ii) any payment or
distribution of assets of the Trust of any kind or character,
whether in cash, property or securities, to creditors upon any
dissolution or winding-up or total or partial liquidation or
reorganization of the Trust, whether voluntary or involuntary,
or in bankruptcy, insolvency, receivership or other proceedings,
all principal and premium, if any, and interest due upon all
Senior Indebtedness shall first be paid in full, or payment
thereof provided for in money or money's worth in accordance
with its terms, before any payment is made on account of the
principal of, premium, if any, or interest on the indebtedness
evidenced by the Subordinated Securities, and upon any such
acceleration, dissolution or winding-up or liquidation or
reorganization, any payment or distribution of assets of the
Trust of any kind or character, whether in cash, property or
securities, to which the holders of the Subordinated Securities
would be entitled, except for the provisions of the Subordinated
Indenture, shall (subject to the power of a court of competent
jurisdiction to make other equitable provision reflecting the
rights conferred by the provisions of the Subordinated
Securities upon the Senior Indebtedness and the holders thereof
with respect to the Subordinated Securities and the holders
thereof by a lawful plan of reorganization under applicable
bankruptcy law), be paid by the Trust or any receiver, trustee
in bankruptcy, liquidating trustee, agent or other person making
such payment or distribution, or by the holders of the
Subordinated Securities if received by them, directly to the
holders of Senior Indebtedness (pro rata to each such holder on
the basis of the respective amounts of Senior Indebtedness held
by such holder) or their representatives, to the extent
necessary to pay all Senior Indebtedness (including interest
thereon) in full, in money or money's worth, after giving effect
to any concurrent payments or distribution to or for the holders
of Senior Indebtedness, before any payment or distribution is
made to the holders of the indebtedness evidenced by the
Subordinated Securities. The consolidation of the Trust with or
the merger of the Trust into another Person or the liquidation
or dissolution of the Trust following the conveyance or transfer
of its property as an entirety, or substantially as an entirety,
to another Person upon the terms and conditions provided in the
Subordinated Indenture shall not be deemed a dissolution,
winding-up, liquidation or reorganization for these purposes.

(b) In the event that any payment or distribution of
assets of the Trust of any kind or character not permitted by
the foregoing provisions, whether in cash, property or
securities, shall be received by the holders of Subordinated
Securities before all Senior Indebtedness is paid in full, or
provision made for such payment, in accordance with its terms,
such payment or distribution shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders
of such Senior Indebtedness or their representative or
representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any of
such Senior Indebtedness may have been issued, as their
respective interests may appear, for application to the payment
of all Senior Indebtedness remaining unpaid to the extent
necessary to pay all such Senior Indebtedness in full in
accordance with its terms, after giving effect to any concurrent
payment or distribution to the holders of such Senior
Indebtedness.

(c) No payment on account of principal of, premium, if
any, sinking funds or interest on the Subordinated Securities
shall be made unless full payment of amounts then due for
principal, premium, if any, sinking funds and interest on any
Senior Indebtedness has been made or duly provided for in money
or money's worth in accordance with the terms of such Senior
Indebtedness. No payment on account of principal, premium, if
any, sinking funds or interest on the Subordinated Securities
shall be made if, at the time of such payment or immediately
after giving effect thereto, (i) there shall exist a default in
the payment of principal, premium, if any, sinking fund or
interest with respect to any Senior Indebtedness, or (ii) there
shall have occurred an event of default (other than a default in
the payment of principal, premium, if any, sinking funds or
interest) with respect to any Senior Indebtedness, as defined
therein or in the instrument under which the same is
outstanding, permitting the holders thereof to accelerate the
maturity thereof, and such event of default shall not have been
cured or waived or shall not have ceased to exist.

Subrogation

From and after the payment in full of all Senior
Indebtedness, the holders of the Subordinated Securities
(together with the holders of any other indebtedness of the
Trust which is subordinate in right of payment to the payment in
full of all Senior Indebtedness, which is not subordinate in
right of payment to the Subordinated Securities and which by its
terms grants such right of subrogation to the holder thereof)
shall be subrogated to the rights of the holders of Senior
Indebtedness to receive payments or distributions of assets or
securities of the Trust applicable to the Senior Indebtedness
until the Subordinated Securities shall be paid in full, and,
for the purposes of such subrogation, no such payments or
distributions to the holders of Senior Indebtedness of assets or
securities, which otherwise would have been payable or
distributable to holders of the Subordinated Securities, shall,
as between the Trust, its creditors other than the holders of
Senior Indebtedness, and the holders of the Subordinated
Securities, be deemed to be a payment by the Trust to or on
account of the Senior Indebtedness, it being understood that
these provisions of the Subordinated Indenture are and are
intended solely for the purpose of defining the relative rights
of the holders of the Subordinated Securities, on the one hand,
and the holders of the Senior Indebtedness, on the other hand,
and nothing contained in the Subordinated Indenture is intended
to or shall impair as between the Trust, its creditors other
than the holders of Senior Indebtedness, and the holders of the
Subordinated Securities, the obligation of the Trust, which is
unconditional and absolute, to pay to the holders of the
Subordinated Securities the principal of, premium, if any, and
interest on the Subordinated Securities as and when the same
shall become due and payable in accordance with their terms, or
to affect the relative rights of the holders of the Subordinated
Securities and creditors of the Trust other than the holders of
the Senior Indebtedness, nor shall anything therein prevent the
Holder of any Subordinated Security from exercising all remedies
otherwise permitted by applicable law upon default under such
Security subject to the rights of the holders of Senior
Indebtedness to receive cash, property or securities of the
Trust otherwise payable or deliverable to the holders of the
Subordinated Securities or to a representative of such holders,
on their behalf.

DESCRIPTION OF PREFERRED SHARES

The Trust is authorized to issue 1,000,000 preferred shares
of beneficial interest, par value $1.00 per share, and no
Preferred Shares were outstanding as of the date of this
Prospectus.

The following description of the Preferred Shares sets
forth certain general terms and provisions of the Preferred
Shares to which any Prospectus Supplement may relate. The
particular terms of the Preferred Shares being offered and the
extent to which such general provisions may or may not apply
will be described in a Prospectus Supplement relating to such
Preferred Shares. The statements below describing the Preferred
Shares are in all respect subject to and qualified in their
entirety by reference to the applicable provisions of the
Trust's Declaration of Trust, as amended.

General

Subject to limitations prescribed by Massachusetts law and
the Declaration of Trust, as amended, the Board of Trustees is
authorized to fix the number of shares constituting each series
of Preferred Shares and the designations and powers, preferences
and relative, participating, optional or other special rights
and qualifications, limitations or restrictions thereof,
including such provisions as may be desired concerning voting,
redemption, dividends, dissolution or the distribution of
assets, conversion or exchange, and such other subjects or
matters as may be fixed by resolution of the Board of Trustees
or a duly authorized committee thereof. The Preferred Shares
will, when issued, be fully paid and nonassessable and will have
no preemptive rights.

Reference is made to the Prospectus Supplement relating to
the Preferred Shares offered thereby for specific terms,
including:

(1) The title and stated value of such Preferred Shares;

(2) The number of shares of such Preferred Shares being
offered, the liquidation preference per share and the
offering price of such Preferred Shares;

(3) The dividend rate(s), period(s) and/or payment date(s)
or method(s) of calculation thereof applicable to such
Preferred Shares;

(4) The date from which dividends on such Preferred Shares
shall accumulate, if applicable;

(5) The procedures for any auction and remarketing, if
any, for such Preferred Shares;

(6) The provision for a sinking fund, if any, for such
Preferred Shares;

(7) The provisions for redemption, if applicable, of such
Preferred Shares;

(8) Any listing of such Preferred Shares on any securities
exchange;

(9) The terms and conditions, if applicable, upon which
such Preferred Shares will be convertible into Common
Shares of the Trust, including the conversion price
(or manner of calculation thereof);

(10) Whether interests in such Preferred Shares will be
represented by Depositary Shares;

(11) A discussion of federal income tax considerations
applicable to such Preferred Shares;

(12) The relative ranking and preferences of such Preferred
Shares as to dividend rights and rights upon
liquidation, dissolution or winding up of the affairs
of the Trust;

(13) Any limitations on issuance of any series of preferred
shares ranking senior to or on a parity with such
series of Preferred Shares as to dividend rights and
rights upon liquidation, dissolution or winding up of
the affairs of the Trust;

(14) Any limitations on direct or beneficial ownership and
restrictions on transfer of such Preferred Shares, in
each case as may be appropriate to preserve the status
of the Trust as a REIT; and

(15) Any other specific terms, preferences, rights,
limitations or restrictions of such Preferred Shares.

Rank

Unless otherwise specified in the applicable Prospectus
Supplement, the Preferred Shares will, with respect to dividend
rights and/or rights upon liquidation, dissolution or winding up
of the Trust, rank (i) senior to all classes or series of Common
Shares of the Trust, and to all equity securities ranking junior
to such Preferred Shares with respect to dividend rights and/or
rights upon liquidation, dissolution or winding up of the Trust,
as the case may be; (ii) on a parity with all equity securities
issued by the Trust the terms of which specifically provide that
such equity securities rank on a parity with the Preferred
Shares with respect to dividend rights and/or rights upon
liquidation, dissolution or winding up of the Trust, as the case
may be; and (iii) junior to all equity securities issued by the
Trust the terms of which specifically provide that such equity
securities rank senior to the Preferred Shares with respect to
dividend rights and/or rights upon liquidation, dissolution or
winding up of the Trust, as the case may be. As used in the
Declaration of Trust, as amended, for these purposes, the term
"equity securities" does not include convertible debt
securities.

Dividends

Holders of Preferred Shares shall be entitled to receive,
when, as and if declared by the Board of Trustees of the Trust,
out of assets of the Trust legally available for payment, cash
dividends at such rates (or method of calculation thereof) and
on such dates as will be set forth in the applicable Prospectus
Supplement. Each such dividend shall be payable to holders of
record as they appear on the stock transfer books of the Trust
on such record dates as shall be fixed by the Board of Trustees
of the Trust.

Dividends on any series of the Preferred Shares may be
cumulative or non-cumulative, as provided in the applicable
Prospectus Supplement. Dividends, if cumulative, will be
cumulative from and after the date set forth in the applicable
Prospectus Supplement. If the Board of Trustees of the Trust
fails to declare a dividend payable on a dividend payment date
on any series of the Preferred Shares for which dividends are
noncumulative, then the holders of such series of the Preferred
Shares will have no right to receive a dividend in respect of
the dividend period ending on such dividend payment date, and
the Trust will have no obligation to pay the dividend accrued
for such period, whether or not dividends on such series are
declared payable on any future dividend payment date.

If any Preferred Shares of any series are outstanding, no
full dividends shall be declared or paid or set apart for
payment on the preferred shares of the Trust of any other series
ranking, as to dividends, on a parity with or junior to the
Preferred Shares of such series for any period unless (i) if
such series of Preferred Shares has a cumulative dividend, full
cumulative dividends have been or contemporaneously are declared
and paid or declared and a sum sufficient for the payment
thereof set apart for such payment on the Preferred Shares of
such series for all past dividend periods and the then current
dividend period or (ii) if such series of Preferred Shares does
not have a cumulative dividend, full dividends for the then
current dividend period have been or contemporaneously are
declared and paid or declared and a sum sufficient for the
payment thereof set apart for such payment on the Preferred
Shares of such series. When dividends are not paid in full (or
a sum sufficient for such full payment is not so set apart) upon
the Preferred Shares of any series and the shares of any other
series of preferred shares ranking on a parity as to dividends
with the Preferred Shares of such series, all dividends declared
upon the Preferred Shares of such series and any other series of
preferred shares ranking on a parity as to dividends with such
Preferred Shares shall be declared pro rata so that the amount
of dividends declared per share on the Preferred Shares of such
series and such other series of preferred shares shall in all
cases bear to each other the same ratio that accrued dividends
per share on the Preferred Shares of such series (which shall
not include any accumulation in respect of unpaid dividends for
prior dividend periods if such Preferred Shares do not have a
cumulative dividend) and such other series of preferred shares
bear to each other. No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend payment or
payments on Preferred Shares of such series which may be in
arrears.

Except as provided in the immediately preceding paragraph,
unless (i) if such series of Preferred Shares has a cumulative
dividend, full cumulative dividends on the Preferred Shares of
such series have been or contemporaneously are declared and paid
or declared and a sum sufficient for the payment thereof set
apart for payment for all past dividend periods and the then
current dividend period and (ii) if such series of Preferred
Shares does not have a cumulative dividend, full dividends on
the Preferred Shares of such series have been or
contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof set apart for payment for the
then current dividend period, no dividends (other than in common
shares or other capital stock ranking junior to the Preferred
Shares of such series as to dividends and upon liquidation)
shall be declared or paid or set aside for payment or other
distribution upon the Common Shares or any other capital stock
of the Trust ranking junior to or on a parity with the Preferred
Shares of such series as to dividends or upon liquidation, nor
shall any Common Shares or any other capital stock of the Trust
ranking junior to or on a parity with the Preferred Shares of
such series as to dividends or upon liquidation be redeemed,
purchased or otherwise acquired for any consideration (or any
moneys be paid to or made available for a sinking fund for the
redemption of any shares of any such stock) by the Trust (except
by conversion into or exchange for other capital stock of the
Trust ranking junior to the Preferred Shares of such series as
to dividends and upon liquidation).

Any dividend payment made on a series of Preferred Shares
shall first be credited against the earliest accrued but unpaid
dividend due with respect to shares of such series which remains
payable.

Redemption

If so provided in the applicable Prospectus Supplement, the
Preferred Shares of any series will be subject to mandatory
redemption or redemption at the option of the Trust, as a whole
or in part, in each case upon the terms, at the times and at the
redemption prices set forth in such Prospectus Supplement.

The Prospectus Supplement relating to a series of Preferred
Shares that is subject to mandatory redemption will specify the
number of such Preferred Shares that shall be redeemed by the
Trust in each year commencing after a date to be specified, at a
redemption price per share to be specified, together with an
amount equal to all accrued and unpaid dividends thereon (which
shall not, if such Preferred Shares does not have a cumulative
dividend, include any accumulation in respect of unpaid
dividends for prior dividend periods) to the date of redemption.
The redemption price may be payable in cash or other property,
as specified in the applicable Prospectus Supplement. If the
redemption price for Preferred Shares of any series is payable
only from the net proceeds of the issuance of capital stock of
the Trust, the terms of such Preferred Shares may provide that,
if no such capital stock shall have been issued or to the extent
the net proceeds from any issuance are insufficient to pay in
full the aggregate redemption price then due, such Preferred
Shares shall automatically and mandatorily be converted into
shares of the applicable capital stock of the Trust pursuant to
conversion provisions specified in the applicable Prospectus
Supplement.

Notwithstanding the foregoing, unless (i) if such series of
Preferred Shares has a cumulative dividend, full cumulative
dividends on all shares of such series have been or
contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof set apart for payment for all
past dividend periods and the then current dividend period and
(ii) if such series of Preferred Shares does not have a
cumulative dividend, full dividends on all shares of such series
have been or contemporaneously are declared and paid or declared
and a sum sufficient for the payment thereof set apart for
payment for the then current dividend period, no shares of such
series of Preferred Shares shall be redeemed unless all
outstanding Preferred Shares of such series are simultaneously
redeemed; provided, however, that the foregoing shall not
prevent the purchase or acquisition of Preferred Shares of such
series pursuant to a purchase or exchange offer made on the same
terms to holders of all outstanding Preferred Shares of such
series, and, unless (i) if such series of Preferred Shares has a
cumulative dividend, full cumulative dividends on all
outstanding shares of such series have been or contemporaneously
are declared and paid or declared and a sum sufficient for the
payment thereof set apart for payment for all past dividend
periods and the then current dividend period and (ii) if such
series of Preferred Shares does not have a cumulative dividend,
full dividends on all shares of such series have been or
contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof set apart for payment for the
then current dividend period, the Trust shall not purchase or
otherwise acquire directly or indirectly any Preferred Shares of
such series (except by conversion into or exchange for capital
stock of the Trust ranking junior to the Preferred Shares of
such series as to dividends and upon liquidation).

If fewer than all of the outstanding Preferred Shares of
any series are to be redeemed, the number of shares to be
redeemed will be determined by the Trust and such shares may be
redeemed pro rata from the holders of record of such shares in
proportion to the number of such shares held by such holders
(with adjustments to avoid redemption of fractional shares) or
any other equitable method determined by the Trust.

Notice of redemption will be mailed at least 30 days but
not more than 60 days before the redemption date to each holder
of record of Preferred Shares of any series to be redeemed at
the address shown on the stock transfer books of the Trust.
Each notice shall state: (i) the redemption date; (ii) the
number of shares and series of the Preferred Shares to be
redeemed; (iii) the redemption price; (iv) the place or places
where certificates for such Preferred Shares are to be
surrendered for payment of the redemption price; (v) that
dividends on the shares to be redeemed will cease to accrue on
such redemption date; and (vi) the date upon which the holder's
conversion rights, if any, as to such shares shall terminate.
If fewer than all the Preferred Shares of any series are to be
redeemed, the notice mailed to each such holder thereof shall
also specify the number of Preferred Shares to be redeemed from
each such holder. If notice of redemption of any Preferred
Shares has been properly given and if the funds necessary for
such redemption have been irrevocably set aside by the Trust in
trust for the benefit of the holders of any Preferred Shares so
called for redemption, then from and after the redemption date
dividends will cease to accrue on such Preferred Shares, such
Preferred Shares shall no longer be deemed outstanding and all
rights of the holders of such shares will terminate, except the
right to receive the redemption price. Any moneys so deposited
which remain unclaimed by the holders of such Preferred Shares
at the end of two years after the redemption date will be
returned by the applicable bank or trust company to the Trust.

Liquidation Preference

Upon any voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Trust, then, before any
distribution or payment shall be made to the holders of any
Common Shares or any other class or series of capital stock of
the Trust ranking junior to any series of Preferred Shares in
the distribution of assets upon any liquidation, dissolution or
winding up of the Trust, the holders of such series of Preferred
Shares shall be entitled to receive, after payment or provision
for payment of the Trust's debts and other liabilities, out of
assets of the Trust legally available for distribution to
shareholders, liquidating distributions in the amount of the
liquidation preference per share (set forth in the applicable
Prospectus Supplement), plus an amount equal to all dividends
accrued and unpaid thereon (which shall not include any
accumulation in respect of unpaid dividends for prior dividend
periods if such Preferred Shares do not have a cumulative
dividend). After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of such
series of Preferred Shares will have no right or claim to any of
the remaining assets of the Trust. In the event that, upon any
such voluntary or involuntary liquidation, dissolution or
winding up, the legally available assets of the Trust are
insufficient to pay the amount of the liquidating distributions
on all such outstanding Preferred Shares and the corresponding
amounts payable on all shares of other classes or series of
capital stock of the Trust ranking on a parity with such series
of Preferred Shares in the distribution of assets upon
liquidation, dissolution or winding up, then the holders of such
series of Preferred Shares and all other such classes or series
of capital stock shall share ratably in any such distribution of
assets in proportion to the full liquidating distributions to
which they would otherwise be respectively entitled.

If the liquidating distributions shall have been made in
full to all holders of a series of Preferred Shares, the
remaining assets of the Trust shall be distributed among the
holders of any other classes or series of capital stock ranking
junior to such series of Preferred Shares upon liquidation,
dissolution or winding up, according to their respective rights
and preferences and in each case according to their respective
number of shares. For purposes of this section, a distribution
of assets in any dissolution, winding up or liquidation will not
include (i) any consolidation or merger of the Trust with or
into any other corporation, (ii) any dissolution, liquidation,
winding up, or reorganization of the Trust immediately followed
by incorporation of another corporation to which such assets are
distributed or (iii) a sale or other disposition of all or
substantially all of the Trust's assets to another corporation;
provided that, in each case, effective provision is made in the
charter of the resulting and surviving corporation or otherwise
for the recognition, preservation and protection of the rights
of the holders of Preferred Shares.

Voting Rights

Holders of any series of Preferred Shares will not have any
voting rights, except as set forth below or as otherwise from
time to time required by law or as indicated in the applicable
Prospectus Supplement. If the Trust elects to issue a series of
Preferred Shares, it may also amend the Declaration of Trust, as
amended, to provide for certain additional voting rights to
holders of Preferred Shares.

Unless provided otherwise for any series of Preferred
Shares, so long as any Preferred Shares remain outstanding, the
Trust shall not, without the affirmative vote or consent of the
holders of a majority of the shares of each series of Preferred
Shares outstanding at the time, given in person or by proxy,
either in writing or at a meeting (such series voting separately
as a class), (i) authorize or create, or increase the authorized
or issued amount of, any class or series of capital stock
ranking prior to such series of Preferred Shares with respect to
payment of dividends or the distribution of assets upon
liquidation, dissolution or winding up, or reclassify any
authorized capital stock of the Trust into any such shares, or
create, authorize or issue any obligation or security
convertible into or evidencing the right to purchase any such
shares; or (ii) amend, alter or repeal the provisions of the
Trust's Declaration of Trust, as amended, whether by merger,
consolidation or otherwise, so as to materially and adversely
affect any right, preference, privilege or voting power of such
series of Preferred Shares or the holders thereof; provided,
however, that any increase in the amount of the authorized
preferred shares or the creation or issuance of any other series
of preferred shares, or any increase in the amount of authorized
shares of such series or any other series of Preferred Shares,
in each case ranking on a parity with or junior to the Preferred
Shares of such series with respect to payment of dividends or
the distribution of assets upon liquidation, dissolution or
winding up, shall not be deemed to materially and adversely
affect such rights, preferences, privileges or voting powers.

The foregoing voting provisions will not apply if, at or
prior to the time when the act with respect to which such vote
would otherwise be required shall be affected, all outstanding
shares of such series of Preferred Shares shall have been
redeemed or called for redemption upon proper notice and
sufficient funds shall have been irrevocably deposited in trust
to effect such redemption.

Under Massachusetts law, notwithstanding anything to the
contrary set forth above, holders of each series of Preferred
Shares will be entitled to vote as a class upon a proposed
amendment to the Declaration of Trust, as amended, whether or
not entitled to vote thereon by the Declaration of Trust, as
amended, if the amendment would increase the aggregate number of
authorized shares of such series, increase or decrease the par
value of the shares of such series, or alter or change the
powers, preferences or special rights of the shares of such
series so as to affect them adversely.

Conversion Rights

The terms and conditions, if any, upon which any series of
Preferred Shares are convertible into Common Shares will be set
forth in the applicable Prospectus Supplement relating thereto.
Such terms will include the number of Common Shares into which
the Preferred Shares are convertible, the conversion price (or
manner of calculation thereof), the conversion period,
provisions as to whether conversion will be at the option of the
holders of the Preferred Shares or the Trust, the events
requiring an adjustment of the conversion price and provisions
affecting conversion in the event of the redemption of such
Preferred Shares.

Restrictions on Ownership

For the Trust to qualify as a REIT under the Code, not more
than 50% in value of its outstanding capital stock may be owned,
directly or constructively, by five or fewer individuals (as
defined in the Code) during the last half of a taxable year, and
the capital stock must be beneficially owned by 100 or more
persons during at least 335 days of a taxable year of 12 months
(or during a proportionate part of a shorter taxable year).
Therefore, the Declaration of Trust, as amended, imposes certain
restrictions on the ownership and transferability of Preferred
Shares. For a general description of such restrictions, see
"Description of Common Shares -- Restrictions on Ownership."
All certificates representing Preferred Shares will bear a
legend referring to these restrictions.

DESCRIPTION OF DEPOSITARY SHARES

General

The Trust may issue receipts ("Depositary Receipts") for
Depositary Shares, each of which will represent a fractional
interest of a share of a particular series of Preferred Shares,
as specified in the applicable Prospectus Supplement. Preferred
Shares of each series represented by Depositary Shares will be
deposited under a separate Deposit Agreement (each, a "Deposit
Agreement") among the Trust, the depositary named therein (the
"Preferred Shares Depositary") and the holders from time to time
of the Depositary Receipts. Subject to the terms of the Deposit
Agreement, each owner of a Depositary Receipt will be entitled,
in proportion to the fractional interest of a share of a
particular series of Preferred Shares represented by the
Depositary Shares evidenced by such Depositary Receipt, to all
rights and preferences of the Preferred Shares represented by
such Depositary Shares (including dividend, voting, conversion,
redemption and liquidation rights).

The Depositary Shares will be evidenced by Depositary
Receipts issued pursuant to the applicable Deposit Agreement.
Immediately following the issuance and delivery of the Preferred
Shares by the Trust to the Preferred Shares Depositary, the
Trust will cause the Preferred Shares Depositary to issue, on
behalf of the Trust, the Depositary Receipts. Copies of the
applicable form of Deposit Agreement and Depositary Receipt may
be obtained from the Trust upon request, and the following
summary of the form thereof filed as an exhibit to the
Registration Statement of which this Prospectus is a part is
qualified in its entirety by reference thereto.

Dividends and Other Distributions

The Preferred Shares Depositary will distribute all cash
dividends or other cash distributions received in respect of the
Preferred Shares to the record holders of Depositary Receipts
evidencing the related Depositary Shares in proportion to the
number of such Depositary Receipts owned by such holders,
subject to certain obligations of holders to file proofs,
certificates and other information and to pay certain charges
and expenses to the Preferred Shares Depositary.

In the event of a distribution other than in cash, the
Preferred Shares Depositary will distribute property received by
it to the record holders of Depositary Receipts entitled
thereto, subject to certain obligations of holders to file
proofs, certificates and other information and to pay certain
charges and expenses to the Preferred Shares Depositary, unless
the Preferred Shares Depositary determines that it is not
feasible to make such distribution, in which case the Preferred
Shares Depositary may, with the approval of the Trust, sell such
property and distribute the net proceeds from such sale to such
holders.

Withdrawal of Shares

Upon surrender of the Depositary Receipts at the corporate
trust office of the Preferred Shares Depositary (unless the
related Depositary Shares have previously been called for
redemption), the holders thereof will be entitled to delivery at
such office, to or upon such holder's order, of the number of
whole or fractional Preferred Shares and any money or other
property represented by the Depositary Shares evidenced by such
Depositary Receipts. Holders of Depositary Receipts will be
entitled to receive whole or fractional shares of the related
Preferred Shares on the basis of the proportion of Preferred
Shares represented by each Depositary Share as specified in the
applicable Prospectus Supplement, but holders of such Preferred
Shares will not thereafter be entitled to receive Depositary
Shares therefor. If the Depositary Receipts delivered by the
holder evidence a number of Depositary Shares in excess of the
number of Depositary Shares representing the number of shares of
Preferred Shares to be withdrawn, the Preferred Shares
Depositary will deliver to such holder at the same time a new
Depositary Receipt evidencing such excess number of Depositary
Shares. The Trust does not expect that there will be any public
market for Preferred Shares that are withdrawn as described in
this paragraph.

Redemption of Depositary Shares

Whenever the Trust redeems Preferred Shares held by the
Preferred Shares Depositary, the Preferred Shares Depositary
will redeem as of the same redemption date the number of
Depositary Shares representing the Preferred Shares so redeemed,
provided the Trust shall have paid in full to the Preferred
Shares Depositary the redemption price of the Preferred Shares
to be redeemed plus an amount equal to any accrued and unpaid
dividends thereon to the date fixed for redemption. The
redemption price per Depositary Share will be equal to the
redemption price and any other amounts per share payable with
respect to the Preferred Shares. If fewer than all the
Depositary Shares are to be redeemed, the Depositary Shares to
be redeemed will be selected pro rata (as nearly as may be
practicable without creating fractional Depositary Shares) or by
any other equitable method determined by the Trust.

From and after the date fixed for redemption, all dividends
in respect of the Preferred Shares so called for redemption will
cease to accrue, the Depositary Shares so called for redemption
will no longer be deemed to be outstanding and all rights of the
holders of the Depositary Receipts evidencing the Depositary
Shares so called for redemption will cease, except the right to
receive any moneys payable upon such redemption and any money or
other property to which the holders of such Depositary Receipts
were entitled upon such redemption upon surrender thereof to the
Preferred Shares Depositary.

Voting of the Preferred Shares

Upon receipt of notice of any meeting at which the holders
of the Preferred Shares are entitled to vote, the Preferred
Shares Depositary will mail the information contained in such
notice of meeting to the record holders of the Depositary
Receipts evidencing the Depositary Shares which represent such
Preferred Shares. Each record holder of Depositary Receipts
evidencing Depositary Shares on the record date (which will be
the same date as the record date for the Preferred Shares) will
be entitled to instruct the Preferred Shares Depositary as to
the exercise of the voting rights pertaining to the amount of
Preferred Shares represented by such holder's Depositary Shares.
The Preferred Shares Depositary will vote the amount of
Preferred Shares represented by such Depositary Shares in
accordance with such instructions, and the Trust will agree to
take all reasonable action which may be deemed necessary by the
Preferred Shares Depositary in order to enable the Preferred
Shares Depositary to do so. The Preferred Shares Depositary
will abstain from voting the amount of Preferred Shares
represented by such Depositary Shares to the extent it does not
receive specific instructions from the holders of Depositary
Receipts evidencing such Depositary Shares. The Preferred
Shares Depositary shall not be responsible for any failure to
carry out any instruction to vote, or for the manner or effect
of any such vote made, as long as any such action or non-action
is in good faith and does not result from negligence or willful
misconduct of the Preferred Shares Depositary.

Liquidation Preference

In the event of the liquidation, dissolution or winding up
of the Trust, whether voluntary or involuntary, the holders of
each Depositary Receipt will be entitled to the fraction of the
liquidation preference accorded each Preferred Share represented
by the Depositary Share evidenced by such Depositary Receipt, as
set forth in the applicable Prospectus Supplement.

Conversion of Preferred Shares

The Depositary Shares, as such, are not convertible into
Common Shares or any other securities or property of the Trust.
Nevertheless, if so specified in the applicable Prospectus
Supplement relating to an offering of the Depositary Shares, the
Depositary Receipts may be surrendered by holders thereof to the
Preferred Shares Depositary with written instructions to the
Preferred Shares Depositary to instruct the Trust to cause
conversion of the Preferred Shares represented by the Depositary
Shares evidenced by such Depositary Receipts into whole shares
of Common Shares, other shares of Preferred Shares of the Trust
or other shares of capital stock, and the Trust has agreed that
upon receipt of such instructions and any amounts payable in
respect thereof, it will cause the conversion thereof utilizing
the same procedures as those provided for delivery of Preferred
Shares to effect such conversion. If the Depositary Shares
evidenced by a Depositary Receipt are to be converted in part
only, a new Depositary Receipt will be issued for any Depositary
Shares not to be converted. No fractional shares of Common
Shares will be issued upon conversion, and if such conversion
will result in a fractional share being issued, an amount will
be paid in cash by the Trust equal to the value of the
fractional interest based upon the closing price of the Common
Shares on the last business day prior to the conversion.

Amendment and Termination of the Deposit Agreement

The form of Depositary Receipt evidencing the Depositary
Shares which represent the Preferred Shares and any provision of
the Deposit Agreement may at any time be amended by agreement
between the Trust and the Preferred Shares Depositary. However,
any amendment that materially and adversely alters the rights of
the holders of Depositary Receipts or that would be materially
and adversely inconsistent with the rights granted to the
holders of the related Preferred Shares will not be effective
unless such amendment has been approved by the existing holders
of at least a majority of the Depositary Shares evidenced by the
Depositary Receipts then outstanding. No amendment shall impair
the right, subject to certain exceptions in the Deposit
Agreement, of any holder of Depositary Receipts to surrender any
Depositary Receipt with instructions to deliver to the holder
the related Preferred Shares and all money and other property,
if any, represented thereby, except in order to comply with law.
Every holder of an outstanding Depositary Receipt at the time
any such amendment becomes effective shall be deemed, by
continuing to hold such Depositary Receipt, to consent and agree
to such amendment and to be bound by the Deposit Agreement as
amended thereby.

The Deposit Agreement may be terminated by the Trust upon
not less than 30 days' prior written notice to the Preferred
Shares Depositary if (i) such termination is necessary to
preserve the Trust's status as a REIT or (ii) at least two-
thirds of each series of Preferred Shares affected by such
termination consents to such termination, whereupon the
Preferred Shares Depositary shall deliver or make available to
each holder of Depositary Receipts, upon surrender of the
Depositary Receipts held by such holder, such number of whole or
fractional shares of Preferred Shares as are represented by the
Depositary Shares evidenced by such Depositary Receipts together
with any other property held by the Preferred Shares Depositary
with respect to such Depositary Receipt. The Trust has agreed
that if the Deposit Agreement is terminated to preserve the
Trust's status as a REIT, then the Trust will use its best
efforts to list the Preferred Shares issued upon surrender of
the related Depositary Shares on a national securities exchange.
In addition, the Deposit Agreement will automatically terminate
if (i) all outstanding Depositary Shares shall have been
redeemed or converted, or (ii) there shall have been a final
distribution in respect of the related Preferred Shares in
connection with any liquidation, dissolution or winding up of
the Trust and such distribution shall have been distributed to
the holders of Depositary Receipts evidencing the Depositary
Shares representing such Preferred Shares.

Charges of Preferred Shares Depositary

The Trust will pay all transfer and other taxes and
governmental charges arising solely from the existence of the
Deposit Agreement. In addition, the Trust will pay the fees and
expenses of the Preferred Shares Depositary in connection with
the performance of its duties under the Deposit Agreement.
However, holders of Depositary Receipts will pay certain other
transfer and other taxes and governmental charges as well as the
fees and expenses of the Preferred Shares Depositary for any
duties requested by such holders to be performed which are
outside of those expressly provided for in the Deposit
Agreement.

Resignation and Removal of Depositary

The Preferred Shares Depositary may resign at any time by
delivering to the Trust notice of its election to do so, and the
Trust may at any time remove the Preferred Shares Depositary,
any such resignation or removal to take effect upon the
appointment of a successor Preferred Shares Depositary. A
successor Preferred Shares Depositary must be appointed within
60 days after delivery of the notice of resignation or removal
and must be a bank or trust company having its principal office
in the United States and having a combined capital and surplus
of at least $50,000,000.

Miscellaneous

The Preferred Shares Depositary will forward to holders of
Depositary Receipts any reports and communications from the
Trust which are received by the Preferred Shares Depositary with
respect to the related Preferred Shares.

Neither the Preferred Shares Depositary nor the Trust will
be liable if it is prevented from or delayed in, by law or any
circumstances beyond its control, performing its obligations
under the Deposit Agreement. The obligations of the Trust and
the Preferred Shares Depositary under the Deposit Agreement will
be limited to performing their duties thereunder in good faith
and without negligence or willful misconduct, and the Trust and
the Preferred Shares Depositary will not be obligated to
prosecute or defend any legal proceeding in respect of any
Depositary Receipts, Depositary Shares or Preferred Shares
represented thereby unless satisfactory indemnity is furnished.
The Trust and the Preferred Shares Depositary may rely on
written advice of counsel or accountants, or information
provided by persons presenting Preferred Shares represented
thereby for deposit, holders of Depositary Receipts or other
persons believed in good faith to be competent to give such
information, and on documents believed in good faith to be
genuine and signed by a proper party.

In the event the Preferred Shares Depositary shall receive
conflicting claims, requests or instructions from any holders of
Depositary Receipts, on the one hand, and the Trust, on the
other hand, the Preferred Shares Depositary shall be entitled to
act on such claims, requests or instructions received from the
Trust.

DESCRIPTION OF COMMON SHARES

The Trust has the authority to issue an unlimited number of
common shares of beneficial interest without par value. At
April 28, 1994, the Trust had outstanding 49,422,890 common
shares of beneficial interest without par value.

The following description of the Common Shares sets forth
certain general terms and provisions of the Common Shares to
which any Prospectus Supplement may relate, including a
Prospectus Supplement providing that Common Shares will be
issuable upon conversion of Debt Securities or Preferred Shares
or upon the exercise of Warrants. The statements below
describing the Common Shares are in all respects subject to and
qualified in their entirety by reference to the applicable
provisions of the Trust's Declaration of Trust, as amended.

Holders of the Trust's Common Shares will be entitled to
receive dividends when, as and if declared by the Board of
Trustees of the Trust, out of funds legally available therefor.
Payment and declaration of dividends on the Common Shares and
purchases of Common Shares by the Trust will be subject to
certain restrictions if the Trust fails to pay dividends on the
Preferred Shares. See "Description of Preferred Shares". Upon
any liquidation, dissolution or winding up of the Trust, holders
of Common Shares will be entitled to share equally and ratably
in any assets available for distribution to them, after payment
or provision for payment of the debts and other liabilities of
the Trust and the preferential amounts owing with respect to any
outstanding Preferred Shares. The Common Shares will possess
ordinary voting rights for the election of trustees and in
respect of other corporate matters, each share entitling the
holder thereof to one vote. Holders of Common Shares will not
have cumulative voting rights in the election of directors,
which means that holders of more than 50% of all of the Trust's
Common Shares voting for the election of trustees can elect all
of the trustees if they choose to do so and the holders of the
remaining shares cannot elect any trustees. Approval of the
following matters requires the affirmative vote of the holders
of at least 66 2/3% of all outstanding Common Shares:
amendments to the Trust's Declaration of Trust, as amended,
termination of the Trust, certain mergers, reorganizations or
consolidations of the Trust or the sale, conveyance, exchange or
other disposition of more than 50% of the Trust's property.
Holders of Common Shares will not have preemptive rights, which
means they have no right to acquire any additional Common Shares
that may be issued by the Trust at a subsequent date. The
Common Shares will, when issued, be fully paid and
nonassessable.

Restrictions on Ownership

For the Trust to qualify as a REIT under the Code, not more
than 50% in value of its outstanding capital stock may be owned,
directly or indirectly, by five or fewer individuals (as defined
in the Code) during the last half of a taxable year, and its
capital stock must be beneficially owned by 100 or more persons
during at least 335 days of a taxable year of 12 months (or
during a proportionate part of a shorter taxable year). The
Declaration of Trust, as amended, imposes certain restrictions
on the ownership and transferability of Common Shares and
Preferred Shares (collectively, "Shares"). If two-thirds (2/3)
of the Trustees determine that ownership of Shares has become,
or that there is a substantial possibility it may become,
concentrated to an extent which would prevent the Trust from
continuing to be qualified as a REIT, then the Trustees may
redeem (by lot or other manner deemed equitable by the Trustees)
a sufficient number of Shares to bring the ownership of the
Shares into conformity with the requirements of the Code, or
prohibit the transfer of Shares to prevent the ownership of
Shares from being concentrated to an extent which may not allow
the Trust to qualify as a REIT under the Code. The redemption
price to be paid will be (i) the last reported sale price of the
applicable Shares on the last business day prior to the
redemption date on the principal national securities exchange on
which such Shares are listed, or (ii) if the applicable Shares
are not so listed, the average of the highest bid and lowest
asked prices on such last business day as reported by the
National Quotation Bureau Incorporated or a similar organization
selected from time to time by the Trustees for the purpose, or
(iii) if not determinable as aforesaid, as determined in good
faith by the Trustees. From and after the date fixed for
redemption by the Trustees, the holder of any Shares so called
for redemption shall cease to be entitled to any distributions,
voting rights and other benefits with respect to the Shares
called for redemption, except the right to payment of the
applicable redemption price. Under certain circumstances the
proceeds of redemption might be taxed as a dividend to the
recipient.

In order to insure that the Trust remains qualified as a
REIT for federal income tax purposes, the Declaration of Trust,
as amended, also provides that any transfer of Shares that would
prevent the Trust from continuing to be so qualified shall be
void ab initio, and the intended transferee of such Shares shall
be deemed never to have had an interest therein. If the
foregoing provision is determined to be void or invalid by
virtue of any legal decision, statute, rule or regulation, then
the transferee of such Shares shall be deemed to have acted as
agent on behalf of the Trustees in acquiring such Shares, and to
hold such Shares on behalf of the Trustees.

All certificates representing Common Shares will bear a
legend referring to these restrictions.

If a shareholder has knowledge that he owns, directly or
indirectly, together with certain related persons, 5,000 or more
Shares (including Shares into which convertible securities,
options and warrants may be converted or purchased pursuant
thereto), within 10 days of becoming aware of such ownership,
whether or not connected with any acquisition of Shares, he must
notify the Trust in writing of such fact and must similarly
notify the Trust of any subsequent acquisition of Shares (or
convertible securities, options or warrants) by himself or
related persons of which he has knowledge within 10 days of
becoming aware of such acquisition. In addition, each
shareholder shall upon demand be required to disclose to the
Trust in writing such information with respect to the direct,
indirect and constructive ownership of Shares as the Board of
Trustees deems necessary to comply with the provisions of the
Code applicable to a REIT or to comply with the requirements of
any taxing authority or governmental agency.

The Registrar and Transfer Agent for the Trust's Common
Shares is The First National Bank of Boston.

DESCRIPTION OF WARRANTS

The Trust may issue Warrants for the purchase of Debt
Securities, Preferred Shares, Depositary Shares or Common
Shares. Warrants may be issued independently or together with
any Offered Securities and may be attached to or separate from
such securities. Each series of Warrants will be issued under a
separate warrant agreement (each, a "Warrant Agreement") to be
entered into between the Trust and a warrant agent ("Warrant
Agent"). The Warrant Agent will act solely as an agent of the
Trust in connection with the Warrants of such series and will
not assume any obligation or relationship of agency or trust for
or with any holders or beneficial owners of Warrants. The
following sets forth certain general terms and provisions of the
Warrants offered hereby. Further terms of the Warrants and the
applicable Warrant Agreement will be set forth in the applicable
Prospectus Supplement.

The applicable Prospectus Supplement will describe the
following terms, where applicable, of the Warrants in respect of
which this Prospectus is being delivered: (1) the title of such
Warrants; (2) the aggregate number of such Warrants; (3) the
price or prices at which such Warrants will be issued; (4) the
currencies in which the price of such Warrants may be payable;
(5) the designation, aggregate principal amount and terms of the
securities purchasable upon exercise of such Warrants; (6) the
designation and terms of the Offered Securities with which such
Warrants are issued and the number of such Warrants issued with
each such security; (7) the currency or currencies, including
composite currencies, in which the principal of or any premium
or interest on the securities purchasable upon exercise of such
Warrants will be payable; (8) if applicable, the date on and
after which such Warrants and the related securities will be
separately transferable; (9) the price at which and currency or
currencies, including composite currencies, in which the
securities purchasable upon exercise of such Warrants may be
purchased; (10) the date on which the right to exercise such
Warrants shall commence and the date on which such right shall
expire; (11) the minimum or maximum amount of such Warrants
which may be exercised at any one time; (12) information with
respect to book-entry procedures, if any; (13) a discussion of
certain Federal income tax considerations; and (14) any other
terms of such Warrants, including terms, procedures and
limitations relating to the exchange and exercise of such
Warrants.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
TO THE TRUST OF ITS REIT ELECTION

The following summary of certain federal income tax
considerations to the Trust is based on current law, is for
general information only, and is not tax advice. The tax
treatment of a holder of any of the Offered Securities will vary
depending upon the terms of the specific securities acquired by
such holder, as well as his particular situation, and this
discussion does not attempt to address any aspects of federal
income taxation relating to holders of Offered Securities.
Certain federal income tax considerations relevant to holders of
the Offered Securities will be provided in the applicable
Prospectus Supplement relating thereto.

EACH INVESTOR IS ADVISED TO CONSULT THE APPLICABLE
PROSPECTUS SUPPLEMENT, AS WELL AS HIS OWN TAX ADVISOR, REGARDING
THE TAX CONSEQUENCES TO HIM OF THE ACQUISITION, OWNERSHIP AND
SALE OF THE OFFERED SECURITIES, INCLUDING THE FEDERAL, STATE,
LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF SUCH ACQUISITION,
OWNERSHIP AND SALE AND OF POTENTIAL CHANGES IN APPLICABLE TAX
LAWS.

Taxation of the Trust as a REIT

General. The Trust has elected to be taxed as a real
estate investment trust under Sections 856 through 860 of the
Code, commencing with its taxable year ended July 31, 1972. The
Trust believes that, commencing with its taxable year ended July
31, 1972, it was organized and has been operating in such a
manner as to qualify for taxation as a REIT under the Code and
the Trust intends to continue to operate in such a manner, but
no assurance can be given that it will operate in a manner so as
to qualify or remain qualified.

These sections of the Code are highly technical and
complex. The following sets forth the material aspects of the
sections that govern the federal income tax treatment of a REIT.
This summary is qualified in its entirety by the applicable Code
provisions, rules and regulations promulgated thereunder, and
administrative and judicial interpretations thereof.

In the opinion of Altheimer & Gray, commencing with the
Trust's taxable year which ended July 31, 1972, the Trust has
been organized in conformity with the requirements for
qualification as a REIT, and its method of operation enabled it
to meet the requirements for qualification and taxation as a
REIT under the Code. It must be emphasized that this opinion is
based on various assumptions and is conditioned upon certain
representations made by the Trust as to factual matters. In
addition, this opinion is based upon the factual representations
of the Trust concerning its business and properties as set forth
in this Prospectus. Moreover, such qualification and taxation
as a REIT depends upon the Trust's ability to meet, through
actual annual operating results, distribution levels, diversity
of stock ownership, and the various qualification tests imposed
under the Code discussed below, the results of which have not
been and will not be reviewed by Altheimer & Gray. Accordingly,
no assurance can be given that the actual results of the Trust's
operation in any particular taxable year will satisfy such
requirements. See "--Failure to Qualify."

If the Trust qualifies for taxation as a REIT, it generally
will not be subject to federal corporate income taxes on its net
income that is currently distributed to shareholders. This
treatment substantially eliminates the "double taxation" (at
both the corporate and shareholder levels) that generally
results from investment in a regular corporation. However, the
Trust will be subject to federal income tax as follows: First,
the Trust will be taxed at regular corporate rates on any
undistributed real estate investment trust taxable income,
including undistributed net capital gains. Second, under
certain circumstances, the Trust may be subject to the
"alternative minimum tax" on its items of tax preference.
Third, if the Trust has (i) net income from the sale or other
disposition of "foreclosure property" which is held primarily
for sale to customers in the ordinary course of business or (ii)
other non-qualifying income from foreclosure property, it will
be subject to tax at the highest corporate rate on such income.
Fourth, if the Trust has net income from prohibited transactions
(which are, in general, certain sales or other dispositions of
property held primarily for sale to customers in the ordinary
course of business other than foreclosure property), such income
will be subject to a 100% tax. Fifth, if the Trust should fail
to satisfy the 75% gross income test or the 95% gross income
test (as discussed below), but has nonetheless maintained its
qualification as a REIT because certain other requirements have
been met, it will be subject to a 100% tax on an amount equal to
(a) the gross income attributable to the greater of the amount
by which the Trust fails the 75% or 95% test, multiplied by (b)
a fraction intended to reflect the Trust's profitability.
Sixth, if the Trust should fail to distribute during each
calendar year at least the sum of (i) 85% of its REIT ordinary
income for such year, (ii) 95% of its REIT capital gain net
income for such year, and (iii) any undistributed taxable income
from prior periods, the Trust would be subject to a 4% excise
tax on the excess of such required distribution over the amounts
actually distributed. Seventh, if the Trust acquires any asset
from a C Corporation (i.e., generally a corporation subject to
full corporate-level tax) in certain transactions in which the
basis of the asset in the hands of the Trust is determined by
reference to the basis of the asset (or any other property) in
the hands of the C corporation, and the Trust recognizes gain on
the disposition of such asset during the 10-year period (the
"Recognition Period") beginning on the date on which such asset
was acquired by the Trust, then, to the extent of the excess, if
any, of the fair market value over the adjusted basis of any
such asset as of the beginning of the Recognition Period (the
"Built-in Gain"), such gain will be subject to tax at the
highest regular corporate rate pursuant to Internal Revenue
Service ("IRS") regulations that have not yet been promulgated.

Requirements for Qualification. The Code defines a REIT as
a corporation, trust or association (1) which is managed by one
or more trustees or directors, (2) the beneficial ownership of
which is evidenced by transferable shares, or by transferable
certificates of beneficial interest, (3) which would be taxable
as a domestic corporation, but for Section 856 through 859 of
the Code, (4) which is neither a financial institution nor an
insurance company subject to certain provisions of the Code, (5)
the beneficial ownership of which is held by 100 or more
persons, (6) during the last half of each taxable year, not more
than 50% in value of the outstanding stock of which is owned,
directly or constructively, by five or fewer individuals (as
defined in the Code) and (7) which meets certain other tests,
described below, regarding the nature of its income and assets.
The Code provides that conditions (1) to (4) must be met during
the entire taxable year and that condition (5) must be met
during at least 335 days of a taxable year of 12 months, or
during a proportionate part of a taxable year of less than 12
months. Conditions (5) and (6) will not apply until after the
first taxable year for which an election is made to be taxed as
a REIT.

The Trust has satisfied condition (5) and believes that it
has issued sufficient shares to allow it to satisfy condition
(6). In addition, the Trust's Declaration of Trust, as amended,
provides for restrictions regarding ownership and transfer of
the Trust's capital stock, which restrictions are intended to
assist the Trust in continuing to satisfy the share ownership
requirements described in (5) and (6) above. The ownership and
transfer restrictions pertaining to a particular series of
Preferred Shares are described in "Description of Preferred
Shares -- Restrictions on Ownership."

The Trust owns and operates a number of properties through
subsidiaries. Code Section 856(i) provides that a corporation
which is a "qualified REIT subsidiary" shall not be treated as a
separate corporation, and all assets, liabilities, and items of
income, deduction, and credit of a "qualified REIT subsidiary"
shall be treated as assets, liabilities and such items (as the
case may be) of the REIT. Thus, in applying the requirements
described herein, the Trust's "qualified REIT subsidiaries" will
be ignored, and all assets, liabilities and items of income,
deduction, and credit of such subsidiaries will be treated as
assets, liabilities and items of the Trust.

Income Tests. In order to maintain qualification as a
REIT, the Trust annually must satisfy three gross income
requirements. First, at least 75% of the Trust's gross income
(excluding gross income from prohibited transactions) for each
taxable year must be derived directly or indirectly from
investments relating to real property or mortgages on real
property (including "rents from real property" and, in certain
circumstances, interest) or from certain types of temporary
investments. Second, at least 95% of the Trust's gross income
(excluding gross income from prohibited transactions) for each
taxable year must be derived from such real property
investments, dividends, interest and gain from the sale or
disposition of stock or securities (or from any combination of
the foregoing). Third, short-term gain from the sale or other
disposition of stock or securities, gain from prohibited
transactions and gain on the sale or other disposition of real
property held for less than four years (apart from involuntary
conversions and sales of foreclosure property) must represent
less than 30% of the Trust's gross income (including gross
income from prohibited transactions) for each taxable year.

Rents received by the Trust will qualify as "rents from
real property" in satisfying the gross income requirements for a
REIT described above only if several conditions are met. First,
the amount of rent must not be based in whole or in part on the
income or profits of any person. However, an amount received or
accrued generally will not be excluded from the term "rents from
real property" solely by reason of being based on a fixed
percentage or percentages of receipts or sales. Second, the
Code provides that rents received from a tenant will not qualify
as "rents from real property" in satisfying the gross income
tests if the real estate investment trust, or an owner of 10% or
more of the REIT, directly or constructively owns 10% or more of
such tenant (a "Related Party Tenant"). Third, if rent
attributable to personal property leased in connection with a
lease of real property is greater than 15% of the total rent
received under the lease, then the portion of rent attributable
to such personal property will not qualify as "rents from real
property." Finally, for rents received to qualify as "rents
from real property," the REIT generally must not operate or
manage the property or furnish or render services to the tenants
of such property, other than through an independent contractor
from whom the REIT derives no revenue; provided, however, the
Trust may directly perform certain services that are "usually or
customarily rendered" in connection with the rental of space for
occupancy only and are not otherwise considered "rendered to the
occupant" of the property. The Trust does not and will not
charge rent for any property that is based in whole or in part
on the income or profits of any person (except by reason of
being based on a percentage of receipts of sales, as described
above), the Trust does not and will not rent any property to a
Related Party Tenant, and the Trust does not and will not derive
rental income attributable to personal property (other than
personal property leased in connection with the lease of real
property, the amount of which is less than 15% of the total rent
received under the lease). The Trust directly performs services
under certain of its leases.

The term "interest" generally does not include any amount
received or accrued (directly or indirectly) if the
determination of such amount depends in whole or in part on the
income or profits of any person. However, an amount received or
accrued generally will not be excluded from the term "interest"
solely by reason of being based on a fixed percentage or
percentages of receipts or sales.

If the Trust fails to satisfy one or both of the 75% or 95%
gross income tests for any taxable year, it may nevertheless
qualify as a REIT for such year if it is entitled to relief
under certain provisions of the Code. These relief provisions
will generally be available if the Trust's failure to meet such
tests was due to reasonable cause and not due to willful
neglect, the Trust attaches a schedule of the sources of its
income to its federal income tax return, and any incorrect
information on the schedule was not due to fraud with intent to
evade tax. It is not possible, however, to state whether in all
circumstances the Trust would be entitled to the benefit of
these relief provisions. As discussed above under "-- General,"
even if these relief provisions apply, a tax would be imposed
with respect to the excess net income.

Asset Tests. The Trust, at the close of each quarter of
its taxable year, must also satisfy three tests relating to the
nature of its assets. First, at least 75% of the value of the
Trust's total assets must be represented by real estate assets
(including (i) assets held by the Trust's qualified REIT
subsidiaries and the Trust's allocable share of real estate
assets held by partnerships in which the Trust owns an interest
and (ii) stock or debt instruments held for not more than one
year purchased with the proceeds of a stock offering or long-
term (at least five years) debt offering of the Trust), cash,
cash items and government securities. Second, not more than 25%
of the Trust's total assets may be represented by securities
other than those in the 75% asset class. Third, of the
investments included in the 25% asset class, the value of any
one issuer's securities owned by the Trust may not exceed 5% of
the value of the Trust's total assets and the Trust may not own
more than 10% of any one issuer's outstanding voting securities.

The Trust currently has numerous wholly-owned subsidiaries.
As set forth above, the ownership of more than 10% of the voting
securities of any one issuer by a REIT is prohibited by the
asset tests. However, if the Trust's subsidiaries are
"qualified REIT subsidiaries" as defined in the Code, such
subsidiaries will not be treated as separate corporations for
federal income tax purposes. Thus, the Trust's ownership of
stock of a "qualified REIT subsidiary" will not cause the Trust
to fail the asset tests.

Annual Distribution Requirements. The Trust, in order to
qualify as a REIT, is required to distribute dividends (other
than capital gain dividends) to its shareholders in an amount at
least equal to (A) the sum of (i) 95% of the Trust's "REIT
taxable income" (computed without regard to the dividends paid
deduction and the Trust's net capital gain) and (ii) 95% of the
net income (after tax), if any, from foreclosure property, minus
(B) the sum of certain items of non-cash income. In addition,
if the Trust disposes of any asset during a Recognition Period,
the Trust will be required, pursuant to IRS regulations which
have not yet been promulgated, to distribute at least 95% of the
Built-in Gain (after tax), if any, recognized on the disposition
of such asset. Such distributions must be paid in the taxable
year to which they relate, or in the following taxable year if
declared before the Trust timely files its tax return for such
year and if paid on or before the first regular dividend payment
after such declaration. To the extent that the Trust does not
distribute all of its net capital gain or distributes at least
95%, but less than 100%, of its "real estate investment trust
taxable income," as adjusted, it will be subject to tax thereon
at regular ordinary and capital gain corporate tax rates.
Furthermore, if the Trust should fail to distribute during each
calendar year at least the sum of (i) 85% of its REIT ordinary
income for such year, (ii) 95% of its REIT capital gain income
for such year, and (iii) any undistributed taxable income from
prior periods, the Trust would be subject to a 4% excise tax on
the excess of such required distribution over the amounts
actually distributed. The Trust intends to make timely
distributions sufficient to satisfy this annual distribution
requirement.

It is possible that the Trust, from time to time, may not
have sufficient cash or other liquid assets to meet the above
distribution requirements due to timing differences between (i)
the actual receipt of income and actual payment of deductible
expenses and (ii) the inclusion of such income and deduction of
such expenses in arriving at taxable income of the Trust. In
the event that such timing differences occur, in order to meet
the 95% distribution requirement, the Trust may find it
necessary to arrange for short-term, or possibly long-term
borrowings or to pay dividends in the form of taxable stock
dividends.

Under certain circumstances, the Trust may be able to
rectify a failure to meet the distribution requirement for a
year by paying "deficiency dividends" to stockholders in a later
year, which may be included in the Trust's deduction for
dividends paid for the earlier year. Thus, the Trust may be
able to avoid being taxed on amounts distributed as deficiency
dividends; however, the Trust will be required to pay interest
based upon the amount of any deduction taken for deficiency
dividends.

Failure to Qualify

If the Trust fails to qualify for taxation as a REIT in any
taxable year, and the relief provisions do not apply, the Trust
will be subject to tax (including any applicable alternative
minimum tax) on its taxable income at regular corporate rates.
Distributions to shareholders in any year in which the Trust
fails to qualify will not be deductible by the Trust nor will
they be required to be made. In such event, to the extent of
current and accumulated earnings and profits, all distributions
to shareholders will be taxable as ordinary income and, subject
to certain limitations of the Code, corporate distributees may
be eligible for the dividends received deduction. Unless
entitled to relief under specific statutory provisions, the
Trust will also be disqualified from taxation as a REIT for the
four taxable years following the year during which qualification
was lost. It is not possible to state whether in all
circumstances the Trust would be entitled to such statutory
relief.

PLAN OF DISTRIBUTION

The Trust may sell the Offered Securities to one or more
underwriters for public offering and sale by them or may sell
the Offered Securities to investors directly or through agents.
Any such underwriter or agent involved in the offer and sale of
the Offered Securities will be named in the applicable
Prospectus Supplement.

Underwriters may offer and sell the Offered Securities at a
fixed price or prices, which may be changed, at prices related
to the prevailing market prices at the time of sale or at
negotiated prices. The Trust also may offer and sell the
Offered Securities in exchange for one or more of its then
outstanding issues of debt or convertible debt securities. The
Trust also may, from time to time, authorize underwriters acting
as the Trust's agents to offer and sell the Offered Securities
upon the terms and conditions as are set forth in the applicable
Prospectus Supplement. In connection with the sale of Offered
Securities, underwriters may be deemed to have received
compensation from the Trust in the form of underwriting
discounts or commissions and may also receive commissions from
purchasers of Offered Securities for whom they may act as agent.
Underwriters may sell Offered Securities to or through dealers,
and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters
and/or commissions from the purchasers for whom they may act as
agent.

Any underwriting compensation paid by the Trust to
underwriters or agents in connection with the offering of
Offered Securities, and any discounts, concessions or
commissions allowed by underwriters to participating dealers,
will be set forth in the applicable Prospectus Supplement.
Underwriters, dealers and agents participating in the
distribution of the Offered Securities may be deemed to be
underwriters, and any discounts and commissions received by them
and any profit realized by them on resale of the Offered
Securities may be deemed to be underwriting discounts and
commissions, under the Securities Act. Underwriters, dealers
and agents may be entitled, under agreements entered into with
the Trust, to indemnification against and contribution toward
certain civil liabilities, including liabilities under the
Securities Act.

If so indicated in a Prospectus Supplement, the Trust will
authorize agents, underwriters or dealers to solicit offers by
certain institutional investors to purchase Offered Securities
of the series to which such Prospectus Supplement relates
providing for payment and delivery on a future date specified in
such Prospectus Supplement. There may be limitations on the
minimum amount which may be purchased by any such institutional
investor or on the portion of the aggregate principal amount of
the particular Offered Securities which may be sold pursuant to
such arrangements. Institutional investors to which such offers
may be made, when authorized, include commercial and savings
banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and such other
institutions as may be approved by the Trust. The obligations
of any such purchasers pursuant to such delayed delivery and
payment arrangements will not be subject to any conditions
except that (i) the purchase by an institution of the particular
Offered Securities shall not at the time of delivery be
prohibited under the laws of any jurisdiction in the United
States to which such institution is subject, and (ii) if the
particular Offered Securities are being sold to underwriters,
the Trust shall have sold to such underwriters the total
principal amount of such Offered Securities or number of
Warrants less the principal amount or number thereof, as the
case may be, covered by such arrangements. Underwriters will
not have any responsibility in respect of the validity of such
arrangements or the performance of the Trust or such
institutional investors thereunder.

Certain of the underwriters and their affiliates may be
customers of, engage in transactions with and perform services
for the Trust and its subsidiaries in the ordinary course of
business.

ERISA MATTERS

The Trust may be considered a "party in interest" within
the meaning of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and a "disqualified person" under
corresponding provisions of the Code with respect to certain
employee benefit plans. Certain transactions between an
employee benefit plan and a party in interest or disqualified
person may result in "prohibited transactions" within the
meaning of ERISA and the Code, unless such transactions are
effected pursuant to an applicable exemption. Any employee
benefit plan or other entity subject to such provisions of ERISA
or the Code proposing to invest in the Offered Securities should
consult with its legal counsel.

LEGAL OPINIONS

The validity of the Offered Securities will be passed upon
for the Trust by Robinson Silverman Pearce Aronsohn & Berman,
New York, New York. Robinson Silverman Pearce Aronsohn & Berman
will rely on Fordham & Starrett, P.C., Boston, Massachusetts, as
to matters of Massachusetts law, including the legal
authorization and issuance of the Offered Securities. Certain
legal matters in connection with the Offered Securities will be
passed upon for any underwriters, dealers or agents by Brown &
Wood, New York, New York. Altheimer & Gray, Chicago, Illinois,
has acted as counsel to the Trust on tax and certain other
matters. Norman Gold, a member of Altheimer & Gray, is a
Trustee. Mr. Gold beneficially owns 10,899 Common Shares.

EXPERTS

The consolidated balance sheets as of July 31, 1993 and
1992 and the consolidated statements of income, changes in
shareholders' equity, and cash flows and the consolidated
financial statement schedules of the Trust for each of the three
years in the period ended July 31, 1993, which appear in the
Annual Report on the Form 10-K incorporated by reference in this
Prospectus, have been incorporated herein in reliance on the
report of Coopers & Lybrand, independent accountants, given on
the authority of that firm as experts in accounting and
auditing. The historical summary of revenues and certain
operating expenses of certain properties acquired by the Trust
for the year ended December 31, 1992 appearing in the Trust's
Reports on Form 8-K/A dated October 6, 1993 and January 13,
1994, respectively, and the historical summary of revenues and
certain operating expenses of certain properties acquired by the
Trust for the year ended July 31, 1993 appearing in the Trust's
Report on Form 8-K dated February 10, 1994, have been audited by
Eichler, Bergsman, Belonsky & Co., independent accountants, as
set forth in their reports thereon, included therein and
incorporated herein by reference. Such financial statements are
incorporated herein by reference in reliance upon such reports
given the authority of such firm as experts in accounting and
auditing.

<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table itemizes the expenses incurred by the
Trust in connection with the offering of the Offered Securities.
All the amounts shown are estimates except the Securities and
Exchange Commission registration fee.

Item Amount
____ ______

Registration Fee -- Securities and
Exchange Commission . . . . . . . . . $86,207
Fees of Rating Agencies . . . . . . . . *
Legal Fees and Expenses . . . . . . . . *
Accounting Fees and Expenses. . . . . . *
Printing and Engraving Expenses . . . . *
Blue Sky Fee and Expenses . . . . . . . *
Trustee's Fees (including counsel fees) *
Miscellaneous Expenses. . . . . . . . . *
_________

Total. . . . . . . . . . . . . . . $ *
_________
________________________
* To be furnished by amendment.

Item 15. Indemnification of Trustees and Officers.

The Declaration of Trust provides in substance that no
Trustee or officer is liable to the Trust, to a shareholder or to
third persons except for his own willful misconduct, bad faith,
gross negligence or reckless disregard of his duties. The
Declaration of Trust further provides in substance that, with the
exceptions stated above, a Trustee or officer is entitled to be
indemnified against all liability incurred in connection with the
affairs of the Trust. The Declaration of Trust also provides
that no Trustee will be personally liable to the Trust or its
shareholders for monetary damages for breach of fiduciary duty as
a Trustee notwithstanding any provision of law imposing such
liability, except for liability (i) for any breach of the
Trustee's duty of loyalty to the Trust or its shareholders, (ii)
for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for
obtaining an improper benefit, or (iv) for paying a dividend or
making a distribution to shareholders or a loan to officers or
Trustees which is illegal under the Massachusetts Business
Corporation Law. In addition, the Declaration of Trust
authorizes the Trustees to purchase and pay for liability
insurance to indemnify the Trustees and officers against certain
claims and liabilities.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Trustees, officers, or
persons controlling the Trust pursuant to the foregoing
provisions, the Trust has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Trust of
expenses incurred or paid by a Trustee, officer or controlling
person of the Trust in the successful defense of any action, suit
or proceeding) is asserted by such Trustee, officer or
controlling person in connection with the securities being
registered, the Trust, unless in the opinion of its counsel the
matter has been settled by controlling precedent, will 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.

ITEM 16. Exhibits.

Exhibit
Number
_______

**(1.1) Form of Underwriting Agreement Basic Provisions for
Debt Securities and Warrants to Purchase Debt
Securities.
**(1.2) Form of Underwriting Agreement Basic Provisions for
Preferred Shares, Depositary Shares, Common Shares
and Warrants.
*(3.1) Declaration of Trust, dated July 31, 1972, filed as
Exhibit 3.1 to Registration Statement No. 2-45633,
together with the following amendments:
*(a) Amendment #1, dated July 31, 1972, filed as
Exhibit 3.1(a) to Registration Statement No.
2-45633.
*(b) Amendment #2, dated August 1, 1972, filed as
Exhibit 3.1(b) to Registration Statement No.
2-45633.
*(c) Amendment #3, dated November 15, 1972, filed
as Exhibit 3.1(c) to Registration Statement
No. 2-45633.
*(d) Amendment #4, dated December 6, 1972, filed
as Exhibit 3.1(d) to Registration Statement
No. 2-45633.
*(e) Amendment #5, dated December 12, 1972, filed
as Exhibit 1 to Registrant's Form 10-K for
the fiscal year ended July 31, 1973.
*(f) Amendment #6, dated December 13, 1979, filed
as Appendix A to Proxy Statement relating to
Annual Meeting of Shareholders held on
December 13, 1979.
*(g) Amendment #7, dated July 9, 1981, filed as
Appendix to Proxy Statement relating to
Special Meeting of Shareholders held on
July 9, 1981.
*(h) Amendment #8, dated December 15, 1982, filed
as Appendix A to Proxy Statement relating to
Annual Meeting of Shareholders held on
December 15, 1982.
*(i) Amendment #9, dated December 10, 1985, filed
as Appendix A to Proxy Statement relating to
Annual Meeting of Shareholders held on
December 10, 1985.
*(j) Amendment #10, dated December 14, 1987, filed
as Appendix A to Proxy Statement relating to
Annual Meeting of Shareholders held on
December 14, 1987.
*(4.1) Declaration of Trust (see Exhibit 3.1 above).
(4.2) Form of Indenture relating to Senior Securities to
be entered into by the Trust and a banking
institution organized under the laws of the United
States of America or a particular State thereof.
**(4.3) Form of Senior Securities.
**(4.4) Form of Indenture relating to Subordinated
Securities to be entered into by the Trust and a
banking institution organized under the laws of the
United States of America or a particular State
thereof.
**(4.5) Form of Subordinated Securities.
**(4.6) Resolutions adopted by the Board of Trustees of the
Trust authorizing the issuance and establishing the
terms of the Preferred Shares.
**(4.7) Form of Preferred Shares Certificate.
**(4.8) Form of Deposit Agreement (including Form of
Depositary Receipt).
**(4.9) Form of Common Shares Certificate.
**(4.10) Form of Warrants Agreement.
**(5) Opinion of Robinson Silverman Pearce Aronsohn &
Berman re legality.
**(8) Opinion of Altheimer & Gray re tax matters.
(12) Statements re computation of ratios.
**(23.1) Consent of Counsel (contained in Exhibit 5).
**(23.2) Consent of Tax Counsel (contained in Exhibit 8).
(23.3) Consent of Coopers & Lybrand.
(23.4) Consent of Eichler, Bergsman, Belonsky & Co.
(24) Powers of Attorney (included on signature pages).
**(25.1) Statement of Eligibility of Senior Securities
Trustee on Form T-1.
**(25.2) Statement of Eligibility of Subordinated Securities
Trustee on Form T-1.

____________________
* Incorporated herein by reference as above indicated.
** To be filed by amendment or incorporated by reference in
connection with the offering of Offered Securities.

Item 17. Undertakings.

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;

(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 subparagraphs (i) and (ii) do not
apply if the information required to be included in a post-
effective amendment by those subparagraphs is contained in
the periodic reports filed by the Registrant pursuant to
Section 13 or 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.

The undersigned Registrant hereby further undertakes that,
for the 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 herein,
and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to Trustees,
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 such 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 Trustee, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Trustee, 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
such Act and will be governed by the final adjudication of such
issue.

The undersigned Registrant hereby further undertakes to file
applications for the purpose of determining the eligibility of
the Senior Securities Trustee and the Subordinated Securities
Trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Act.
<PAGE>
<PAGE>
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 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 the
City of New York, State of New York on 28th day of April, 1994.

NEW PLAN REALTY TRUST

By /s/ William Newman

_________________________
William Newman,
Chief Executive
Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints William
Newman or Arnold Laubich 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,
to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same,
with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or either of them, or their
or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

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
_________ _____ ____

/s/ William Newman Chief Executive Officer April 28, 1994
__________________ and Trustee
William Newman

/s/ Michael Brown Chief Financial and April 28, 1994
_________________ Accounting Officer, Controller
Michael Brown

/s/ Arnold Laubich President, Chief
Operating April 28, 1994
__________________ Officer and Trustee
Arnold Laubich

/s/ Norman Gold Trustee April 28, 1994
_______________
Norman Gold

/s/ Melvin D. Newman Trustee April 28, 1994
____________________
Melvin D. Newman

/s/ Raymond H. Bottorf Trustee April 28, 1994
______________________
Raymond H. Bottorf

/s/ James M. Steuterman Senior Vice President-- April 28, 1994
_______________________ Acquisitions and Trustee
James M. Steuterman

/s/ Dean Bernstein Vice President April 28, 1994
__________________ and Trustee
Dean Bernstein
<PAGE>
<PAGE>
EXHIBIT INDEX

Exhibit No. Description Page No.
___________ ___________ ________

**(4.4) Form of Indenture relating to Subordinated
Securities
to be entered into by the Trust and a banking
institution organized under the laws of the United
States of America or a particular State thereof.
**(4.5) Form of Subordinated Securities.
**(4.6) Resolutions adopted by the Board of Trustees of the
Trust authorizing the issuance and establishing the
terms of the Preferred Shares.
**(4.7) Form of Preferred Shares Certificate.
**(4.8) Form of Deposit Agreement (including Form of
Depositary Receipt).
**(4.9) Form of Common Shares Certificate.
**(4.10) Form of Warrants Agreement.
**(5) Opinion of Robinson Silverman Pearce Aronsohn &
Berman re legality.
**(8) Opinion of Altheimer & Gray re tax status.
(12) Statements re computation of ratios.
**(23.1) Consent of Counsel (contained in Exhibit 5).
**(23.2) Consent of Tax Counsel (contained in Exhibit 8).
(23.3) Consent of Coopers & Lybrand.
(23.4) Consent of Eichler, Bergsman, Belonsky & Co.
(24) Powers of Attorney (included on signature pages).
**(25.1) Statement of Eligibility of Senior Securities
Trustee on Form T-1.
**(25.2) State of Eligibility of Subordinated Securities
Trustee on Form T-1.

____________________
* Incorporated herein by reference as above indicated.
** To be filed by amendment or incorporated by reference in
connection with the offering of Offered Securities.

EXHIBIT (4.2)

DRAFT
4/28/94

___________________________________________________________

NEW PLAN REALTY TRUST

_________________________________

Trustee

__________________________

Indenture

Dated as of _____________, 1994

_________________________

Senior Debt Securities

_____________________________________________________

TABLE OF CONTENTS

Page

PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . .

RECITALS. . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 101. Definitions. . . . . . . . . . . . . . . . .
Act . . . . . . . . . . . . . . . . . . . . . . . . .
Additional Amounts. . . . . . . . . . . . . . . . . .
Affiliate . . . . . . . . . . . . . . . . . . . . . .
Authenticating Agent. . . . . . . . . . . . . . . . .
Authorized Newspaper. . . . . . . . . . . . . . . . .
Bankruptcy Law. . . . . . . . . . . . . . . . . . . .
Bearer Security . . . . . . . . . . . . . . . . . . .
Board of Trustees . . . . . . . . . . . . . . . . . .
Board Resolution. . . . . . . . . . . . . . . . . . .
Business Day. . . . . . . . . . . . . . . . . . . . .
CEDEL . . . . . . . . . . . . . . . . . . . . . . . .
Commission. . . . . . . . . . . . . . . . . . . . . .
Common Shares . . . . . . . . . . . . . . . . . . . .
Company . . . . . . . . . . . . . . . . . . . . . . .
Company Request and Company Order . . . . . . . . . .
Consolidated Income Available for Debt Service. . . .
Consolidated Net Income . . . . . . . . . . . . . . .
Conversion Event. . . . . . . . . . . . . . . . . . .
Corporate Trust Office. . . . . . . . . . . . . . . .
corporation . . . . . . . . . . . . . . . . . . . . .
coupon. . . . . . . . . . . . . . . . . . . . . . . .
Custodian . . . . . . . . . . . . . . . . . . . . . .
Debt. . . . . . . . . . . . . . . . . . . . . . . . .
Defaulted Interest. . . . . . . . . . . . . . . . . .
Dollar or $ . . . . . . . . . . . . . . . . . . . . .
ECU . . . . . . . . . . . . . . . . . . . . . . . . .
Euroclear . . . . . . . . . . . . . . . . . . . . . .
European Communities. . . . . . . . . . . . . . . . .
European Monetary System. . . . . . . . . . . . . . .
Event of Default. . . . . . . . . . . . . . . . . . .
Foreign Currency. . . . . . . . . . . . . . . . . . .
GAAP . . . . . . . . . . . . . . . . . . . . . .
Government Obligations. . . . . . . . . . . . . . . .
Holder. . . . . . . . . . . . . . . . . . . . . . . .
Indenture . . . . . . . . . . . . . . . . . . . . . .
Indexed Security. . . . . . . . . . . . . . . . . . .
interest. . . . . . . . . . . . . . . . . . . . . . .
Interest Payment Date . . . . . . . . . . . . . . . .
Maturity. . . . . . . . . . . . . . . . . . . . . . .
Maximum Annual Service Charge . . . . . . . . . . . .
Officers' Certificate . . . . . . . . . . . . . . . .
Opinion of Counsel. . . . . . . . . . . . . . . . . .
Original Issue Discount Security. . . . . . . . . . .
Outstanding . . . . . . . . . . . . . . . . . . . . .
Paying Agent. . . . . . . . . . . . . . . . . . . . .
Person. . . . . . . . . . . . . . . . . . . . . . . .
Place of Payment. . . . . . . . . . . . . . . . . . .
Predecessor Security. . . . . . . . . . . . . . . . .
Preferred Shares. . . . . . . . . . . . . . . . . . .
Redemption Date . . . . . . . . . . . . . . . . . . .
Redemption Price. . . . . . . . . . . . . . . . . . .
Registered Security . . . . . . . . . . . . . . . . .
Regular Record Date . . . . . . . . . . . . . . . . .
Repayment Date. . . . . . . . . . . . . . . . . . . .
Repayment Price . . . . . . . . . . . . . . . . . . .
Responsible Officer . . . . . . . . . . . . . . . . .
Security. . . . . . . . . . . . . . . . . . . . . . .
Security Register and Security Registrar. . . . . . .
Significant Subsidiary. . . . . . . . . . . . . . . .
Special Record Date . . . . . . . . . . . . . . . . .
Stated Maturity . . . . . . . . . . . . . . . . . . .
Subsidiary. . . . . . . . . . . . . . . . . . . . . .
Total Assets. . . . . . . . . . . . . . . . . . . . .
Trust Indenture Act or TIA. . . . . . . . . . . . . .
Trustee . . . . . . . . . . . . . . . . . . . . . . .
Undepreciated Real Estate Assets. . . . . . . . . . .
United States . . . . . . . . . . . . . . . . . . . .
United States person. . . . . . . . . . . . . . . . .
Yield to Maturity . . . . . . . . . . . . . . . . . .
SECTION 102. Compliance Certificates and Opinions . . . .
SECTION 103. Form of Documents Delivered to Trustee . . .
SECTION 104. Acts of Holders. . . . . . . . . . . . . . .
SECTION 105. Notices, etc., to Trustee and Company. . . .
SECTION 106. Notice to Holders; Waiver. . . . . . . . . .
SECTION 107. Effect of Headings and Table of Contents . .
SECTION 108. Successors and Assigns . . . . . . . . . . .
SECTION 109. Separability Clause. . . . . . . . . . . . .
SECTION 110. Benefits of Indenture. . . . . . . . . . . .
SECTION 111. Governing Law. . . . . . . . . . . . . . . .
SECTION 112. Legal Holidays . . . . . . . . . . . . . . .

ARTICLE TWO

SECURITIES FORMS

SECTION 201. Forms of Securities. . . . . . . . . . . . .
SECTION 202. Form of Trustee's Certificate of
Authentication . . . . . . . . . . . . . .
SECTION 203. Securities Issuable in Global Form . . . . .

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series . . . .
SECTION 302. Denominations. . . . . . . . . . . . . . . .
SECTION 303. Execution, Authentication, Delivery and
Dating . . . . . . . . . . . . . . . . . .
SECTION 304. Temporary Securities . . . . . . . . . . . .
SECTION 305. Registration, Registration of Transfer
and Exchange . . . . . . . . . . . . . . .
SECTION 306. Mutilated, Destroyed, Lost and Stolen
Securities . . . . . . . . . . . . . . . .
SECTION 307. Payment of Interest; Interest Rights
Preserved. . . . . . . . . . . . . . . . .
SECTION 308. Persons Deemed Owners. . . . . . . . . . . .
SECTION 309. Cancellation . . . . . . . . . . . . . . . .
SECTION 310. Computation of Interest. . . . . . . . . . .

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture. . .
SECTION 402. Application of Trust Funds . . . . . . . . .

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default. . . . . . . . . . . . . .
SECTION 502. Acceleration of Maturity; Rescission and
Annulment. . . . . . . . . . . . . . . . .
SECTION 503. Collection of Indebtedness and Suits for
Enforcement by Trustee . . . . . . . . . .
SECTION 504. Trustee May File Proofs of Claim . . . . . .
SECTION 505. Trustee May Enforce Claims Without
Possession of Securities or Coupons. . . .
SECTION 506. Application of Money Collected . . . . . . .
SECTION 507. Limitation on Suits. . . . . . . . . . . . .
SECTION 508. Unconditional Right of Holders to Receive
Principal, Premium, if any, Interest and
Additional Amounts . . . . . . . . . . . .
SECTION 509. Restoration of Rights and Remedies . . . . .
SECTION 510. Rights and Remedies Cumulative . . . . . . .
SECTION 511. Delay or Omission Not Waiver . . . . . . . .
SECTION 512. Control by Holders of Securities . . . . . .
SECTION 513. Waiver of Past Defaults. . . . . . . . . . .
SECTION 514. Waiver of Usury, Stay or Extension Laws. . .
SECTION 515. Undertaking for Costs. . . . . . . . . . . .

ARTICLE SIX

THE TRUSTEE

SECTION 601. Notice of Defaults . . . . . . . . . . . . .
SECTION 602. Certain Rights of Trustee. . . . . . . . . .
SECTION 603. Not Responsible for Recitals or Issuance
of Securities. . . . . . . . . . . . . . .
SECTION 604. May Hold Securities. . . . . . . . . . . . .
SECTION 605. Money Held in Trust. . . . . . . . . . . . .
SECTION 606. Compensation and Reimbursement . . . . . . .
SECTION 607. Corporate Trustee Required; Eligibility;
Conflicting Interests. . . . . . . . . . .
SECTION 608. Resignation and Removal; Appointment of
Successor. . . . . . . . . . . . . . . . .
SECTION 609. Acceptance of Appointment by Successor . . .
SECTION 610. Merger, Conversion, Consolidation or
Succession to Business . . . . . . . . . .
SECTION 611. Appointment of Authenticating Agent. . . . .

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Disclosure of Names and Addresses of
Holders. . . . . . . . . . . . . . . . . .
SECTION 702. Reports by Trustee . . . . . . . . . . . . .
SECTION 703. Reports by Company . . . . . . . . . . . . .
SECTION 704. Company to Furnish Trustee Names and
Addresses of Holders . . . . . . . . . . .

ARTICLE EIGHT

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

SECTION 801. Consolidations and Mergers of Company and
Sales, Leases and Conveyances Permitted
Subject to Certain Conditions. . . . . . .
SECTION 802. Rights and Duties of Successor
Corporation. . . . . . . . . . . . . . . .
SECTION 803. Officers' Certificate and Opinion of
Counsel. . . . . . . . . . . . . . . . . .

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent
of Holders . . . . . . . . . . . . . . . .
SECTION 902. Supplemental Indentures with Consent of
Holders. . . . . . . . . . . . . . . . . .
SECTION 903. Execution of Supplemental Indentures . . . .
SECTION 904. Effect of Supplemental Indentures. . . . . .
SECTION 905. Conformity with Trust Indenture Act. . . . .
SECTION 906. Reference in Securities to Supplemental
Indentures . . . . . . . . . . . . . . . .

ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal, Premium, if any,
Interest and Additional Amounts. . . . . .
SECTION 1002. Maintenance of Office or Agency . . . . . .
SECTION 1003. Money for Securities Payments to Be Held
in Trust . . . . . . . . . . . . . . . . .
SECTION 1004. Limitations on Incurrence of Debt . . . . .
SECTION 1005. Existence . . . . . . . . . . . . . . . . .
SECTION 1006. Maintenance of Properties . . . . . . . . .
SECTION 1007. Insurance . . . . . . . . . . . . . . . . .
SECTION 1008. Payment of Taxes and Other Claims . . . . .
SECTION 1009. Provision of Financial Information. . . . .
SECTION 1010. Statement as to Compliance. . . . . . . . .
SECTION 1011. Additional Amounts. . . . . . . . . . . . .
SECTION 1012. Waiver of Certain Covenants . . . . . . . .

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article. . . . . . . . . .
SECTION 1102. Election to Redeem; Notice to Trustee . . .
SECTION 1103. Selection by Trustee of Securities to Be
Redeemed . . . . . . . . . . . . . . . . .
SECTION 1104. Notice of Redemption. . . . . . . . . . . .
SECTION 1105. Deposit of Redemption Price . . . . . . . .
SECTION 1106. Securities Payable on Redemption Date . . .
SECTION 1107. Securities Redeemed in Part . . . . . . . .

ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. Applicability of Article. . . . . . . . . .
SECTION 1202. Satisfaction of Sinking Fund Payments
with Securities. . . . . . . . . . . . . .
SECTION 1203. Redemption of Securities for Sinking
Fund . . . . . . . . . . . . . . . . . . .

ARTICLE THIRTEEN

REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301. Applicability of Article. . . . . . . . . .
SECTION 1302. Repayment of Securities . . . . . . . . . .
SECTION 1303. Exercise of Option. . . . . . . . . . . . .
SECTION 1304. When Securities Presented for Repayment
Become Due and Payable . . . . . . . . . .
SECTION 1305. Securities Repaid in Part . . . . . . . . .

ARTICLE FOURTEEN

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401. Applicability of Article; Company's
Option to Effect Defeasance or Covenant
Defeasance . . . . . . . . . . . . . . . .
SECTION 1402. Defeasance and Discharge. . . . . . . . . .
SECTION 1403. Covenant Defeasance . . . . . . . . . . . .
SECTION 1404. Conditions to Defeasance or Covenant
Defeasance . . . . . . . . . . . . . . . .
SECTION 1405. Deposited Money and Government
Obligations to Be Held in Trust; Other
Miscellaneous Provisions . . . . . . . . .

ARTICLE FIFTEEN

MEETINGS OF HOLDERS OF SECURITIES

SECTION 1501. Purposes for Which Meetings May Be
Called . . . . . . . . . . . . . . . . . .
SECTION 1502. Call, Notice and Place of Meetings. . . . .
SECTION 1503. Persons Entitled to Vote at Meetings. . . .
SECTION 1504. Quorum; Action. . . . . . . . . . . . . . .
SECTION 1505. Determination of Voting Rights; Conduct
and Adjournment of Meetings. . . . . . . .
SECTION 1506. Counting Votes and Recording Action of
Meetings . . . . . . . . . . . . . . . . .

TESTIMONIUM
SIGNATURES AND SEALS
ACKNOWLEDGMENTS
EXHIBIT A - FORMS OF CERTIFICATION

NEW PLAN REALTY TRUST

Reconciliation and tie between Trust Indenture Act of 1939
(the "1939 Act") and Indenture, dated as of ___________, 1994

1939 Act Section Indenture Section

310(a)(1) ................................ 607
(a)(2) ................................ 607
(b) ................................... 607, 608
312(c) ................................... 701
313(a) ................................... 702
(c) ................................... 702
314(a) ................................... 703
(a)(4) ................................ 1010
(c)(1) ................................ 102
(c)(2) ................................ 102
(e) ................................... 102
315(b) ................................... 601
316(a) (last sentence) ................... 101 ("Outstanding")
(a)(1)(A) ............................. 502, 512
(a)(1)(B) ............................. 513
(b) ................................... 508
317(a)(1) ................................ 503
(a)(2) ................................ 504
318(a) ................................... 111
(c) ................................... 111

______________________

NOTE: This reconciliation and tie shall not, for any
purpose, be deemed to be a part of the Indenture.

Attention should also be directed to Section 318(c) of the
1939 Act, which provides that the provisions of Sections 310 to
and including 317 of the 1939 Act are a part of and govern every
qualified indenture, whether or not physically contained
therein.

INDENTURE, dated as of __________, 1994, between NEW
PLAN REALTY TRUST, a Massachusetts business trust (hereinafter
called the "Company"), having its principal office at 1120
Avenue of the Americas, New York, New York 10036 and
_______________________, a corporation organized under the laws
of ______________, as Trustee hereunder (hereinafter called the
"Trustee"), having its Corporate Trust Office at
__________________________________________________.

RECITALS OF THE COMPANY

The Company deems it necessary to issue from time to
time for its lawful purposes senior debt securities (hereinafter
called the "Securities") evidencing its unsecured and unsubordi-
nated indebtedness, and has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time
to time of the Securities, unlimited as to principal amount, to
bear interest at the rates or formulas, to mature at such times
and to have such other provisions as shall be fixed as
hereinafter provided.

This Indenture is subject to the provisions of the
Trust Indenture Act of 1939, as amended, that are deemed to be
incorporated into this Indenture and shall, to the extent
applicable, be governed by such provisions.

All things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have
been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions. For all purposes of this
Indenture, except as otherwise expressly provided or unless the
context otherwise requires:

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

(2) all other terms used herein which are defined in
the TIA, either directly or by reference therein, have the
meanings assigned to them therein, and the terms "cash
transaction" and "self-liquidating paper", as used in TIA
Section 311, shall have the meanings assigned to them in
the rules of the Commission adopted under the TIA;

(3) all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with GAAP;
and

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

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

"Additional Amounts" means any additional amounts which
are required by a Security or by or pursuant to a Board
Resolution, under circumstances specified therein, to be paid by
the Company in respect of certain taxes imposed on certain
Holders and which are owing to such Holders.

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

"Authenticating Agent" means any authenticating agent
appointed by the Trustee pursuant to Section 611.

"Authorized Newspaper" means a newspaper, printed in
the English language or in an official language of the country
of publication, customarily published on each Business Day,
whether or not published on Saturdays, Sundays or holidays, and
of general circulation in each place in connection with which
the term is used or in the financial community of each such
place. Whenever successive publications are required to be made
in Authorized Newspapers, the successive publications may be
made in the same or in different Authorized Newspapers in the
same city meeting the foregoing requirements and in each case on
any Business Day.

"Bankruptcy Law" has the meaning specified in Section
501.

"Bearer Security" means any Security established
pursuant to Section 201 which is payable to bearer.

"Board of Trustees" means the board of trustees of the
Company, the executive committee or any committee of that board
duly authorized to act hereunder.

"Board Resolution" means a copy of a resolution
certified by the Secretary or an Assistant Secretary of the
Company to have been duly adopted by the Board of Trustees and
to be in full force and effect on the date of such
certification, and delivered to the Trustee.

"Business Day", when used with respect to any Place of
Payment or any other particular location referred to in this
Indenture or in the Securities, means, unless otherwise
specified with respect to any Securities pursuant to
Section 301, any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions
in that Place of Payment or particular location are authorized
or required by law, regulation or executive order to close.

"CEDEL" means Centrale de Livraison de Valeurs
Mobilieres, S.A., or its successor.

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

"Common Shares" means, with respect to any Person,
capital stock or shares of beneficial interest issued by such
Person other than Preferred Shares.

"Company" means the Person named as the "Company" in
the first paragraph of this Indenture until a successor
corporation shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Company" shall
mean such successor corporation.

"Company Request" and "Company Order" mean, respec-
tively, a written request or order signed in the name of the
Company by its Chairman of the Board, the President or a Vice
President, and by its Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee.

"Consolidated Income Available for Debt Service" for
any period means Consolidated Net Income of the Company and its
Subsidiaries plus amounts which have been deducted for (a)
interest on Debt of the Company and its Subsidiaries, (b)
provision for taxes of the Company and its Subsidiaries based on
income, (c) amortization of debt discount, (d) property
depreciation and amortization and (e) the effect of any noncash
charge resulting from a change in accounting principles in
determining Consolidated Net Income for such period.

"Consolidated Net Income" for any period means the
amount of consolidated net income (or loss) of the Company and
its Subsidiaries for such period determined on a consolidated
basis in accordance with GAAP.

"Conversion Event" means the cessation of use of (i) a
Foreign Currency both by the government of the country which
issued such currency and for the settlement of transactions by a
central bank or other public institutions of or within the
international banking community, (ii) the ECU both within the
European Monetary System and for the settlement of transactions
by public institutions of or within the European Communities or
(iii) any currency unit or composite currency other than the ECU
for the purposes for which it was established.

"Corporate Trust Office" means the office of the
Trustee at which, at any particular time, its corporate trust
business shall be principally administered, which office at the
date hereof is located at __________________________________.

"corporation" includes corporations, associations,
companies and business trusts.

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

"Custodian" has the meaning specified in Section 501.

"Debt" of the Company or any Subsidiary means any
indebtedness of the Company or any Subsidiary, whether or not
contingent, in respect of (i) borrowed money or evidenced by
bonds, notes, debentures or similar instruments, (ii) indebted-
ness secured by any mortgage, pledge, lien, charge, encumbrance
or any security interest existing on property owned by the
Company or any Subsidiary, (iii) letters of credit or amounts
representing the balance deferred and unpaid of the purchase
price of any property except any such balance that constitutes
an accrued expense or trade payable or (iv) any lease of
property by the Company or any Subsidiary as lessee which is
reflected on the Company's Consolidated Balance Sheet as a
capitalized lease in accordance with GAAP, in the case of items
of indebtedness under (i) through (iii) above to the extent that
any such items (other than letters of credit) would appear as a
liability on the Company's Consolidated Balance Sheet in
accordance with GAAP, and also includes, to the extent not
otherwise included, any obligation by the Company or any
Subsidiary to be liable for, or to pay, as obligor, guarantor or
otherwise (other than for purposes of collection in the ordinary
course of business), indebtedness of another person (other than
the Company or any Subsidiary).

"Defaulted Interest" has the meaning specified in
Section 307.

"Dollar" or "$" means a dollar or other equivalent unit
in such coin or currency of the United States of America as at
the time shall be legal tender for the payment of public and
private debts.

"ECU" means the European Currency Unit as defined and
revised from time to time by the Council of the European
Communities.

"Euroclear" means Morgan Guaranty Trust Company of New
York, Brussels Office, or its successor as operator of the
Euroclear System.

"European Communities" means the European Economic
Community, the European Coal and Steel Community and the
European Atomic Energy Community.

"European Monetary System" means the European Monetary
System established by the Resolution of December 5, 1978 of the
Council of the European Communities.

"Event of Default" has the meaning specified in Article
Five.

"Foreign Currency" means any currency, currency unit or
composite currency, including, without limitation, the ECU
issued by the government of one or more countries other than the
United States of America or by any recognized confederation or
association of such governments.

"GAAP" means generally accepted accounting principles,
as in effect from time to time, as used in the United States
applied on a consistent basis.

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

"Holder" means, in the case of a Registered Security,
the Person in whose name a Security is registered in the
Security Register and, in the case of a Bearer Security, the
bearer thereof and, when used with respect to any coupon, shall
mean the bearer thereof.

"Indenture" means this instrument as originally
executed or as it may from time to time be supplemented or
amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, and shall
include the terms of particular series of Securities established
as contemplated by Section 301; provided, however, that, if at
any time more than one Person is acting as Trustee under this
instrument, "Indenture" shall mean, with respect to any one or
more series of Securities for which such Person is Trustee, this
instrument as originally executed or as it may from time to time
be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of the or those
particular series of Securities for which such Person is Trustee
established as contemplated by Section 301, exclusive, however,
of any provisions or terms which relate solely to other series
of Securities for which such Person is Trustee, regardless of
when such terms or provisions were adopted, and exclusive of any
provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had
become such Trustee but to which such Person, as such Trustee,
was not a party.

"Indexed Security" means a Security the terms of which
provide that the principal amount thereof payable at Stated
Maturity may be more or less than the principal face amount
thereof at original issuance.

"interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after
Maturity, shall mean interest payable after Maturity, and, when
used with respect to a Security which provides for the payment
of Additional Amounts pursuant to Section 1011, includes such
Additional Amounts.

"Interest Payment Date", when used with respect to any
Security, means the Stated Maturity of an installment of
interest on such Security.

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

"Maximum Annual Service Charge" as of any date means
the maximum amount which may become payable in any period of 12
consecutive calendar months from such date for interest on, and
required amortization of, Debt. The amount payable for
amortization shall include the amount of any sinking fund or
other analogous fund for the retirement of Debt and the amount
payable on account of principal on any such Debt which matures
serially other than at the final maturity date of such Debt.

"Officers' Certificate" means a certificate signed by
the Chairman of the Board of Trustees, the President or a Vice
President and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee.

"Opinion of Counsel" means a written opinion of
counsel, who may be counsel for the Company or who may be an
employee of or other counsel for the Company and who shall be
reasonably satisfactory to the Trustee.

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

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

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

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

(iii) Securities, except to the extent provided in
Sections 1402 and 1403, with respect to which the Company
has effected defeasance and/or covenant defeasance as
provided in Article Fourteen;

(iv) Securities which have been paid pursuant to
Section 306 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant
to this Indenture, other than any such Securities in
respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Securities are
held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company; and

(v) Securities converted into Common Shares or
Preferred Shares pursuant to or in accordance with this
Indenture if the terms of such Securities provide for
convertibility pursuant to Section 301;

provided, however, that in determining whether the Holders of
the requisite principal amount of the Outstanding Securities
have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or are present at a meeting
of Holders for quorum purposes, and for the purpose of making
the calculations required by TIA Section 313, (i) the principal
amount of an Original Issue Discount Security that may be
counted in making such determination or calculation and that
shall be deemed to be Outstanding for such purpose shall be
equal to the amount of principal thereof that would be (or shall
have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502, (ii) the principal
amount of any Security denominated in a Foreign Currency that
may be counted in making such determination or calculation and
that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined pursuant to Section 301 as
of the date such Security is originally issued by the Company,
of the principal amount (or, in the case of an Original Issue
Discount Security, the Dollar equivalent as of such date of
original issuance of the amount determined as provided in clause
(i) above) of such Security, (iii) the principal amount of any
Indexed Security that may be counted in making such
determination or calculation and that shall be deemed
outstanding for such purpose shall be equal to the principal
face amount of such Indexed Security at original issuance,
unless otherwise provided with respect to such Security pursuant
to Section 301, and (iv) Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed
not to be Outstanding, except that, in determining whether the
Trustee shall be protected in making such calculation or in
relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which the Trustee
knows to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other
obligor upon the Securities or any Affiliate of the Company or
of such other obligor.

"Paying Agent" means any Person authorized by the
Company to pay the principal of (and premium, if any) or
interest on any Securities or coupons on behalf of the Company.

"Person" means any individual, corporation,
partnership,
joint venture, association, joint-stock company, trust, unincor-
porated organization or government or any agency or political
subdivision thereof.

"Place of Payment", when used with respect to the
Securities of or within any series, means the place or places
where the principal of (and premium, if any) and interest on
such Securities are payable as specified as contemplated by
Sections 301 and 1002.

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

"Preferred Shares" means, with respect to any Person,
capital stock or shares of beneficial interest issued by such
Person that is entitled to a preference or priority over any
other capital stock or shares of beneficial interest issued by
such Person upon any distribution of such Person's assets,
whether by dividend or upon liquidation.

"Redemption Date", when used with respect to any
Security to be redeemed, in whole or in part, means the date
fixed for such redemption by or pursuant to this Indenture.

"Redemption Price", when used with respect to any
Security to be redeemed, means the price at which it is to be
redeemed pursuant to this Indenture.

"Registered Security" shall mean any Security which is
registered in the Security Register.

"Regular Record Date" for the interest payable on any
Interest Payment Date on the Registered Securities of or within
any series means the date specified for that purpose as contem-
plated by Section 301, whether or not a Business Day.

"Repayment Date" means, when used with respect to any
Security to be repaid at the option of the Holder, the date
fixed for such repayment by or pursuant to this Indenture.

"Repayment Price" means, when used with respect to any
Security to be repaid at the option of the Holder, the price at
which it is to be repaid by or pursuant to this Indenture.

"Responsible Officer", when used with respect to the
Trustee, means the chairman or vice-chairman of the board of
directors, the chairman or vice-chairman of the executive
committee of the board of directors, the president, any vice
president (whether or not designated by a number or a word or
words added before or after the title "vice president"), the
secretary, any assistant secretary, the treasurer, any assistant
treasurer, the cashier, any assistant cashier, any trust officer
or assistant trust officer, the controller or any other officer
of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of such
officer's knowledge and familiarity with the particular subject.

"Security" has the meaning stated in the first recital
of this Indenture and, more particularly, means any Security or
Securities authenticated and delivered under this Indenture;
provided, however, that, if at any time there is more than one
Person acting as Trustee under this Indenture, "Securities" with
respect to the Indenture as to which such Person is Trustee
shall have the meaning stated in the first recital of this
Indenture and shall more particularly mean Securities
authenticated and delivered under this Indenture, exclusive,
however, of Securities of any series as to which such Person is
not Trustee.

"Security Register" and "Security Registrar" have the
respective meanings specified in Section 305.

"Significant Subsidiary" means any Subsidiary which is
a "significant subsidiary" (as defined in Article I, Rule 1-02
of Regulation S-X, promulgated under the Securities Act of 1933)
of the Company.

"Special Record Date" for the payment of any Defaulted
Interest on the Registered Securities of or within any series
means a date fixed by the Trustee pursuant to Section 307.

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

"Subsidiary" means a corporation a majority of the out-
standing voting stock of which is owned, directly or indirectly,
by the Company or by one or more other Subsidiaries of the
Company. For the purposes of this definition, "voting stock"
means stock having voting power for the election of directors,
whether at all times or only so long as no senior class of stock
has such voting power by reason of any contingency.

"Total Assets" means as of any date the sum of (i)
Undepreciated Real Estate Assets and (ii) all other assets of
the Company and its Subsidiaries determined in accordance with
GAAP (but excluding accounts receivable and intangibles).

"Trust Indenture Act" or "TIA" means the Trust
Indenture Act of 1939, as amended and as in force at the date as
of which this Indenture was executed, except as provided in
Section 905.

"Trustee" means the Person named as the "Trustee" in
the first paragraph of this Indenture until a successor Trustee
shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter "Trustee" shall mean or include
each Person who is then a Trustee hereunder; provided, however,
that if at any time there is more than one such Person,
"Trustee" as used with respect to the Securities of any series
shall mean only the Trustee with respect to Securities of that
series.

"Undepreciated Real Estate Assets" means as of any date
the amount of real estate assets of the Company and its Subsi-
diaries on such date, before depreciation and amortization
determined on a consolidated basis in accordance with GAAP.

"United States" means, unless otherwise specified with
respect to any Securities pursuant to Section 301, the United
States of America (including the states and the District of
Columbia), its territories, its possessions and other areas
subject to its jurisdiction.

"United States person" means, unless otherwise
specified with respect to any Securities pursuant to Section
301, an individual who is a citizen or resident of the United
States, a corporation, partnership or other entity created or
organized in or under the laws of the United States or an estate
or trust the income of which is subject to United States federal
income taxation regardless of its source.

"Yield to Maturity" means the yield to maturity,
computed at the time of issuance of a Security (or, if
applicable, at the most recent redetermination of interest on
such Security) and as set forth in such Security in accordance
with generally accepted United States bond yield computation
principles.

SECTION 102. Compliance Certificates and Opinions.
Upon any application or request by the Company to the Trustee to
take any action under any provision of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent, if any, provided for in
this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any,
have been complied with, except that in the case of any such
application or request as to which the furnishing of such
documents is specifically required by any provision of this
Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture
(including certificates delivered pursuant to Section 1010)
shall include:

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

(2) 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;

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

(4) a statement as to whether, in the opinion of each
such individual, such condition or covenant has been
complied with.

SECTION 103. Form of Documents Delivered to Trustee.
In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by
the opinion of, only one such Person, or that they be so certi-
fied or covered by only one document, but one such Person may
certify or give an opinion as to some matters and one or more
other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several
documents.

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

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

SECTION 104. Acts of Holders. (a) Any request,
demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given or taken by
Holders of the Outstanding Securities of all series or one or
more series, as the case may be, may be embodied in and
evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agents duly
appointed in writing. If Securities of a series are issuable as
Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders of Securities of
such series may, alternatively, be embodied in and evidenced by
the record of Holders of Securities of such series voting in
favor thereof, either in person or by proxies duly appointed in
writing, at any meeting of Holders of Securities of such series
duly called and held in accordance with the provisions of
Article Fifteen, or a combination of such instruments and any
such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such
instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders signing such instrument
or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any
such agent, or of the holding by any Person of a Security, shall
be sufficient for any purpose of this Indenture and conclusive
in favor of the Trustee and the Company and any agent of the
Trustee or the Company, if made in the manner provided in this
Section. The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 1506.

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

(d) The ownership of Bearer Securities may be proved
by the production of such Bearer Securities or by a certificate
executed, as depositary, by any trust company, bank, banker or
other depositary, wherever situated, if such certificate shall
be deemed by the Trustee to be satisfactory, showing that at the
date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein
described; or such facts may be proved by the certificate or
affidavit of the Person holding such Bearer Securities, if such
certificate or affidavit is deemed by the Trustee to be satis-
factory. The Trustee and the Company may assume that such
ownership of any Bearer Security continues until (1) another
certificate or affidavit bearing a later date issued in respect
of the same Bearer Security is produced, or (2) such Bearer
Security is produced to the Trustee by some other Person, or (3)
such Bearer Security is surrendered in exchange for a Registered
Security, or (4) such Bearer Security is no longer Outstanding.
The ownership of Bearer Securities may also be proved in any
other manner which the Trustee deems sufficient.

(e) If the Company shall solicit from the Holders of
Registered Securities any request, demand, authorization, direc-
tion, notice, consent, waiver or other Act, the Company may, at
its option, in or pursuant to a Board Resolution, fix in advance
a record date for the determination of Holders entitled to give
such request, demand, authorization, direction, notice, consent,
waiver or other Act, but the Company shall have no obligation to
do so. Notwithstanding TIA Section 316(c), such record date
shall be the record date specified in or pursuant to such Board
Resolution, which shall be a date not earlier than the date 30
days prior to the first solicitation of Holders generally in
connection therewith and not later than the date such
solicitation is completed. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record
date, but only the Holders of record at the close of business on
such record date shall be deemed to be Holders for the purposes
of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding
Securities shall be computed as of such record date; provided
that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture
not later than eleven months after the record date.

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

SECTION 105. Notices, etc., to Trustee and Company.
Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted
by this Indenture to be made upon, given or furnished to, or
filed with,

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

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

SECTION 106. Notice to Holders; Waiver. Where this
Indenture provides for notice of any event to Holders of
Registered Securities by the Company or the Trustee, such notice
shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid,
to each such Holder affected by such event, at his address as it
appears in the Security Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Holders of
Registered Securities is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice
with respect to other Holders of Registered Securities or the
sufficiency of any notice to Holders of Bearer Securities given
as provided herein. Any notice mailed to a Holder in the manner
herein prescribed shall be conclusively deemed to have been
received by such Holder, whether or not such Holder actually
receives such notice.

If by reason of the suspension of or irregularities in
regular mail service or by reason of any other cause it shall be
impracticable to give such notice by mail, then such
notification to Holders of Registered Securities as shall be
made with the approval of the Trustee shall constitute a
sufficient notification to such Holders for every purpose
hereunder.

Except as otherwise expressly provided herein or
otherwise specified with respect to any Securities pursuant to
Section 301, where this Indenture provides for notice to Holders
of Bearer Securities of any event, such notice shall be suffi-
ciently given if published in an Authorized Newspaper in The
City of New York and in such other city or cities as may be
specified in such Securities on a Business Day, such publication
to be not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. Any
such notice shall be deemed to have been given on the date of
such publication or, if published more than once, on the date of
the first such publication.

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

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

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.

SECTION 107. Effect of Headings and Table of Contents.
The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the
construction hereof.

SECTION 108. Successors and Assigns. All covenants
and agreements in this Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.

SECTION 109. Separability Clause. In case any provi-
sion in this Indenture or in any Security or coupon shall be
invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.

SECTION 110. Benefits of Indenture. Nothing in this
Indenture or in the Securities or coupons, express or implied,
shall give to any Person, other than the parties hereto, any
Security Registrar, any Paying Agent, any Authenticating Agent
and their successors hereunder and the Holders any benefit or
any legal or equitable right, remedy or claim under this
Indenture.

SECTION 111. Governing Law. This Indenture and the
Securities and coupons shall be governed by and construed in
accordance with the law of the State of New York. This
Indenture is subject to the provisions of the TIA that are
required to be part of this Indenture and shall, to the extent
applicable, be governed by such provisions.

SECTION 112. Legal Holidays. In any case where any
Interest Payment Date, Redemption Date, Repayment Date, sinking
fund payment date, Stated Maturity or Maturity of any Security
shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or any
Security or coupon other than a provision in the Securities of
any series which specifically states that such provision shall
apply in lieu hereof), payment of interest or any Additional
Amounts or principal (and premium, if any) need not be made at
such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date,
Redemption Date, Repayment Date or sinking fund payment date, or
at the Stated Maturity or Maturity, provided that no interest
shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date, Repayment
Date, sinking fund payment date, Stated Maturity or Maturity, as
the case may be.

ARTICLE TWO

SECURITIES FORMS

SECTION 201. Forms of Securities. The Registered
Securities, if any, of each series and the Bearer Securities, if
any, of each series and related coupons shall be in
substantially the forms as shall be established in one or more
indentures supplemental hereto or approved from time to time by
or pursuant to a Board Resolution in accordance with Section
301, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted
by this Indenture or any indenture supplemental hereto, and may
have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed thereon as
the Company may deem appropriate and as are not inconsistent
with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on
which the Securities may be listed, or to conform to usage.

Unless otherwise specified as contemplated by Section
301, Bearer Securities shall have interest coupons attached.

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

SECTION 202. Form of Trustee's Certificate of
Authentication. Subject to Section 611, the Trustee's
certificate of authentication shall be in substantially the
following form:

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

[TRUSTEE]
as Trustee

By_________________________________
Authorized Signatory

SECTION 203. Securities Issuable in Global Form. If
Securities of or within a series are issuable in global form, as
specified as contemplated by Section 301, then, notwithstanding
[clause (8)] of Section 301 and the provisions of Section 302,
any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of
Outstanding Securities of such series from time to time endorsed
thereon and that the aggregate amount of Outstanding Securities
of such series represented thereby may from time to time be
increased or decreased to reflect exchanges. Any endorsement of
a Security in global form to reflect the amount, or any
increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee in such manner
and upon instructions given by such Person or Persons as shall
be specified therein or in the Company Order to be delivered to
the Trustee pursuant to Section 303 or 304. Subject to the
provisions of Section 303 and, if applicable, Section 304, the
Trustee shall deliver and redeliver any Security in permanent
global form in the manner and upon instructions given by the
Person or Persons specified therein or in the applicable Company
Order. If a Company Order pursuant to Section 303 or 304 has
been, or simultaneously is, delivered, any instructions by the
Company with respect to endorsement or delivery or redelivery of
a Security in global form shall be in writing but need not
comply with Section 102 and need not be accompanied by an
Opinion of Counsel.

The provisions of the last sentence of Section 303
shall apply to any Security represented by a Security in global
form if such Security was never issued and sold by the Company
and the Company delivers to the Trustee the Security in global
form together with written instructions (which need not comply
with Section 102 and need not be accompanied by an Opinion of
Counsel) with regard to the reduction in the principal amount of
Securities represented thereby, together with the written
statement contemplated by the last sentence of Section 303.

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

Notwithstanding the provisions of Section 308 and
except as provided in the preceding paragraph, the Company, the
Trustee and any agent of the Company and the Trustee shall treat
as the Holder of such principal amount of Outstanding Securities
represented by a permanent global Security (i) in the case of a
permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (ii) in the
case of a permanent global Security in bearer form, Euroclear or
CEDEL.

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.
The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series.
There shall be established in one or more Board Resolutions or
pursuant to authority granted by one or more Board Resolutions
and, subject to Section 303, set forth, or determined in the
manner provided, in an Officers' Certificate, or established in
one or more indentures supplemental hereto, prior to the
issuance of Securities of any series, any or all of the
following, as applicable (each of which (except for the matters
set forth in clauses (1), (2) and (15) below), if so provided,
may be determined from time to time by the Company with respect
to unissued Securities of the series when issued from time to
time):

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

(2) any limit upon the aggregate principal amount of
the Securities of the series that may be authenticated and
delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities of
the series pursuant to Section 304, 305, 306, 906, 1107 or
1305);

(3) the date or dates, or the method by which such
date or dates will be determined, on which the principal of
the Securities of the series shall be payable;

(4) the rate or rates at which the Securities of the
series shall bear interest, if any, or the method by which
such rate or rates shall be determined, the date or dates
from which such interest shall accrue or the method by
which such date or dates shall be determined, the Interest
Payment Dates on which such interest will be payable and
the Regular Record Date, if any, for the interest payable
on any Registered Security on any Interest Payment Date, or
the method by which such date shall be determined, and the
basis upon which interest shall be calculated if other than
that of a 360-day year of twelve 30-day months;

(5) the place or places, if any, other than or in
addition to the Borough of Manhattan, The City of New York,
where the principal of (and premium, if any), interest, if
any, on, and Additional Amounts, if any, payable in respect
of, Securities of the series shall be payable, any
Registered Securities of the series may be surrendered for
registration of transfer, exchange or conversion and
notices or demands to or upon the Company in respect of the
Securities of the series and this Indenture may be served;

(6) the period or periods within which, the price or
prices at which, the currency or currencies, currency unit
or units or composite currency or currencies in which, and
other terms and conditions upon which Securities of the
series may be redeemed, in whole or in part, at the option
of the Company, if the Company is to have the option;

(7) the obligation, if any, of the Company to redeem,
repay or purchase Securities of the series pursuant to any
sinking fund or analogous provision or at the option of a
Holder thereof, and the period or periods within which or
the date or dates on which, the price or prices at which,
the currency or currencies, currency unit or units or
composite currency or currencies in which, and other terms
and conditions upon which Securities of the series shall be
redeemed, repaid or purchased, 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 any
Registered Securities of the series shall be issuable and,
if other than the denomination of $5,000, the denomination
or denominations in which any Bearer Securities of the
series shall be issuable;

(9) if other than the Trustee, the identity of each
Security Registrar and/or Paying Agent;

(10) if other than the principal amount thereof, the
portion of the principal amount of Securities of the series
that shall be payable upon declaration of acceleration of
the Maturity thereof pursuant to Section 502 or, if
applicable, the portion of the principal amount of
Securities of the series that is convertible in accordance
with the provisions of this Indenture, or the method by
which such portion shall be determined;

(11) if other than Dollars, the Foreign Currency or
Currencies in which payment of the principal of (and
premium, if any) or interest or Additional Amounts, if any,
on the Securities of the series shall be payable or in
which the Securities of the series shall be denominated;

(12) whether the amount of payments of principal of
(and premium, if any) or interest, if any, on the
Securities of the series may be determined with reference
to an index, formula or other method (which index, formula
or method may be based, without limitation, on one or more
currencies, currency units, composite currencies,
commodities, equity indices or other indices), and the
manner in which such amounts shall be determined;

(13) whether the principal of (and premium, if any) or
interest or Additional Amounts, if any, on the Securities
of the series are to be payable, at the election of the
Company or a Holder thereof, in a currency or currencies,
currency unit or units or composite currency or currencies
other than that in which such Securities are denominated or
stated to be payable, the period or periods within which,
and the terms and conditions upon which, such election may
be made, and the time and manner of, and identity of the
exchange rate agent with responsibility for, determining
the exchange rate between the currency or currencies,
currency unit or units or composite currency or currencies
in which such Securities are denominated or stated to be
payable and the currency or currencies, currency unit or
units or composite currency or currencies in which such
Securities are to be so payable;

(14) provisions, if any, granting special rights to
the Holders of Securities of the series upon the occurrence
of such events as may be specified;

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

(16) whether Securities of the series are to be
issuable as Registered Securities, Bearer Securities (with
or without coupons) or both, any restrictions applicable to
the offer, sale or delivery of Bearer Securities and the
terms upon which Bearer Securities of the series may be
exchanged for Registered Securities of the series and vice
versa (if permitted by applicable laws and regulations),
whether any Securities of the series are to be issuable
initially in temporary global form and whether any
Securities of the series are to be issuable in permanent
global form with or without coupons and, if so, whether
beneficial owners of interests in any such permanent global
Security may exchange such interests for Securities of such
series and of like tenor of any authorized form and
denomination and the circumstances under which any such
exchanges may occur, if other than in the manner provided
in Section 305, and, if Registered Securities of the series
are to be issuable as a global Security, the identity of
the depositary for such series;

(17) the date as of which any Bearer Securities of the
series and any temporary global Security representing
Outstanding Securities of the series shall be dated if
other than the date of original issuance of the first
Security of the series to be issued;

(18) the Person to whom any interest on any Registered
Security of the series shall be payable, if other than the
Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, the
manner in which, or the Person to whom, any interest on any
Bearer Security of the series shall be payable, if
otherwise than upon presentation and surrender of the
coupons appertaining thereto as they severally mature, and
the extent to which, or the manner in which, any interest
payable on a temporary global Security on an Interest
Payment Date will be paid if other than in the manner
provided in Section 304;

(19) the applicability, if any, of Sections 1402 and/or
1403 to the Securities of the series and any provisions in
modification of, in addition to or in lieu of any of the
provisions of Article Fourteen;

(20) if the Securities of such series are to be
issuable in definitive form (whether upon original issue or
upon exchange of a temporary Security of such series) only
upon receipt of certain certificates or other documents or
satisfaction of other conditions, then the form and/or
terms of such certificates, documents or conditions;

(21) if the Securities of the series are to be issued
upon the exercise of warrants, the time, manner and place
for such Securities to be authenticated and delivered;

(22) whether and under what circumstances the Company
will pay Additional Amounts as contemplated by Section 1011
on the Securities of the series to any Holder who is not a
United States person (including any modification to the
definition of such term) in respect of any tax, assessment
or governmental charge and, if so, whether the Company will
have the option to redeem such Securities rather than pay
such Additional Amounts (and the terms of any such option);

(23) the obligation, if any, of the Company to permit
the conversion of the Securities of such series into the
Company's Common Shares or Preferred Shares, as the case
may be, and the terms and conditions upon which such
conversion shall be effected (including, without
limitation, the initial conversion price or rate, the
conversion period, any adjustment of the applicable
conversion price and any requirements relative to the
reservation of such shares for purposes of conversion); and

(24) if convertible, in connection with the
preservation of the Company's status as a real estate
investment trust under the applicable provisions of the
Internal Revenue Code of 1986, as amended, any applicable
limitations on the ownership or transferability of the
Common Shares or Preferred Shares into which such series of
Securities is convertible.

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

All Securities of any one series and the coupons apper-
taining to any Bearer Securities of such series shall be
substantially identical except, in the case of Registered
Securities, as to denomination and except as may otherwise be
provided in or pursuant to such Board Resolution (subject to
Section 303) and set forth in such Officers' Certificate or in
any such indenture supplemental hereto. All Securities of any
one series need not be issued at the same time and, unless
otherwise provided, a series may be reopened, without the
consent of the Holders, for issuances of additional Securities
of such series.

If any of the terms of the Securities of any series are
established by action taken pursuant to one or more Board
Resolutions, a copy of an appropriate record of such action(s)
shall be certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee at or prior to the
delivery of the Officers' Certificate setting forth the terms of
the Securities of such series.

SECTION 302. Denominations. The Securities of each
series shall be issuable in such denominations as shall be
specified as contemplated by Section 301. With respect to
Securities of any series denominated in Dollars, in the absence
of any such provisions with respect to the Securities of any
series, the Registered Securities of such series, other than
Registered Securities issued in global form (which may be of any
denomination), shall be issuable in denominations of $1,000 and
any integral multiple thereof and the Bearer Securities of such
series, other than Bearer Securities issued in global form
(which may be of any denomination), shall be issuable in a
denomination of $5,000.

SECTION 303. Execution, Authentication, Delivery and
Dating. The Securities and any coupons appertaining thereto
shall be executed on behalf of the Company by its Chairman of
the Board, its President or one of its Vice Presidents, under
its corporate seal reproduced thereon, and attested by its
Secretary or one of its Assistant Secretaries. The signature of
any of these officers on the Securities and coupons may be
manual or facsimile signatures of the present or any future such
authorized officer and may be imprinted or otherwise reproduced
on the Securities.

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

At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver
Securities of any series, together with any coupon appertaining
thereto, executed by the Company to the Trustee for authenti-
cation, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with
the Company Order shall authenticate and deliver such
Securities; provided, however, that, in connection with its
original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and
provided further that, unless otherwise specified with respect
to any series of Securities pursuant to Section 301, a Bearer
Security may be delivered in connection with its original
issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate to Euroclear or
Cedel, as the case may be, in the form set forth in Exhibit A-1
to this Indenture or such other certificate as may be specified
with respect to any series of Securities pursuant to Section
301, dated no earlier than 15 days prior to the earlier of the
date on which such Bearer Security is delivered and the date on
which any temporary Security first becomes exchangeable for such
Bearer Security in accordance with the terms of such temporary
Security and this Indenture. If any Security shall be
represented by a permanent global Bearer Security, then, for
purposes of this Section and Section 304, the notation of a
beneficial owner's interest therein upon original issuance of
such Security or upon exchange of a portion of a temporary
global Security shall be deemed to be delivery in connection
with its original issuance of such beneficial owner's interest
in such permanent global Security. Except as permitted by
Section 306, the Trustee shall not authenticate and deliver any
Bearer Security unless all appurtenant coupons for interest then
matured have been detached and cancelled.

If all the Securities of any series are not to be
issued at one time and if the Board Resolution or supplemental
indenture establishing such series shall so permit, such Company
Order may set forth procedures acceptable to the Trustee for the
issuance of such Securities and determining the terms of parti-
cular Securities of such series, such as interest rate or
formula, maturity date, date of issuance and date from which
interest shall accrue. In authenticating such Securities, and
accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to
receive, and (subject to TIA Section 315(a) through 315(d))
shall be fully protected in relying upon,

(i) an Opinion of Counsel stating that

(a) the form or forms of such Securities and any
coupons have been established in conformity with the
provisions of this Indenture;

(b) the terms of such Securities and any coupons
have been established in conformity with the provisions
of this Indenture; and

(c) such Securities, together with any coupons
appertaining thereto, when completed by appropriate
insertions and executed and delivered by the Company to
the Trustee for authentication in accordance with this
Indenture, authenticated and delivered by the Trustee
in accordance with this Indenture and issued by the
Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute
legal, valid and binding obligations of the Company,
enforceable in accordance with their terms, subject to
applicable bankruptcy, insolvency, reorganization and
other similar laws of general applicability relating to
or affecting the enforcement of creditors' rights
generally and to general equitable principles; and

(ii) an Officers' Certificate stating that all
conditions precedent provided for in this Indenture
relating to the issuance of the Securities have been
complied with and that, to the best of the knowledge of the
signers of such certificate, no Event of Default with
respect to any of the Securities shall have occurred and be
continuing.

If such form or terms have been so established, the Trustee
shall not be required to authenticate such Securities if the
issue of such Securities pursuant to this Indenture will affect
the Trustee's own rights, duties, obligations or immunities
under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

Notwithstanding the provisions of Section 301 and of
the preceding paragraph, if all the Securities of any series are
not to be issued at one time, it shall not be necessary to
deliver an Officers' Certificate otherwise required pursuant to
Section 301 or a Company Order, or an Opinion of Counsel or an
Officers' Certificate otherwise required pursuant to the
preceding paragraph at the time of issuance of each Security of
such series, but such order, opinion and certificates, with
appropriate modifications to cover such future issuances, shall
be delivered at or before the time of issuance of the first
Security of such series.

Each Registered Security shall be dated the date of its
authentication and each Bearer Security shall be dated as of the
date specified as contemplated by Section 301.

No Security or coupon shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose
unless there appears on such Security or Security to which such
coupon appertains a certificate of authentication substantially
in the form provided for herein duly executed by the Trustee by
manual signature of an authorized signatory, and such
certificate upon any Security shall be conclusive evidence, and
the only evidence, that such Security has been duly
authenticated and delivered hereunder and is entitled to the
benefits of this Indenture. Notwithstanding the foregoing, if
any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the
Company shall deliver such Security to the Trustee for cancella-
tion as provided in Section 309 together with a written
statement (which need not comply with Section 102 and need not
be accompanied by an Opinion of Counsel) stating that such
Security has never been issued and sold by the Company, for all
purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.

SECTION 304. Temporary Securities. (a) Pending the
preparation of definitive Securities of any series, the Company
may execute, and upon Company Order the Trustee shall authenti-
cate and deliver, temporary Securities which are printed, litho-
graphed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued, in
registered form, or, if authorized, in bearer form with one or
more coupons or without coupons, and with such appropriate
insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities.
In the case of Securities of any series, such temporary
Securities may be in global form.

Except in the case of temporary Securities in global
form (which shall be exchanged in accordance with Section 304(b)
or as otherwise provided in or pursuant to a Board Resolution),
if temporary Securities of any series are issued, the Company
will cause definitive Securities of that series to be prepared
without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such
series shall be exchangeable for definitive Securities of such
series upon surrender of the temporary Securities of such series
at the office or agency of the Company in a Place of Payment for
that series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any
series (accompanied by any non-matured coupons appertaining
thereto), the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of the same series of authorized
denominations; provided, however, that no definitive Bearer
Security shall be delivered in exchange for a temporary
Registered Security; and provided further that a definitive
Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth
in Section 303. Until so exchanged, the temporary Securities of
any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such
series.

(b) Unless otherwise provided in or pursuant to a
Board Resolution, this Section 304(b) shall govern the exchange
of temporary Securities issued in global form other than through
the facilities of The Depository Trust Company ("DTC"). If any
such temporary Security is issued in global form, then such
temporary global Security shall, unless otherwise provided
therein, be delivered to the London office of a depositary or
common depositary (the "Common Depositary"), for the benefit of
Euroclear and CEDEL, for credit to the respective accounts of
the beneficial owners of such Securities (or to such other
accounts as they may direct).

Without unnecessary delay but in any event not later
than the date specified in, or determined pursuant to the terms
of, any such temporary global Security (the "Exchange Date"),
the Company shall deliver to the Trustee definitive Securities,
in aggregate principal amount equal to the principal amount of
such temporary global Security, executed by the Company. On or
after the Exchange Date, such temporary global Security shall be
surrendered by the Common Depositary to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or
from time to time in part, for definitive Securities without
charge, and the Trustee shall authenticate and deliver, in
exchange for each portion of such temporary global Security, an
equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the
portion of such temporary global Security to be exchanged. The
definitive Securities to be delivered in exchange for any such
temporary global Security shall be in bearer form, registered
form, permanent global bearer form or permanent global
registered form, or any combination thereof, as specified as
contemplated by Section 301, and, if any combination thereof is
so specified, as requested by the beneficial owner thereof;
provided, however, that, unless otherwise specified in such
temporary global Security, upon such presentation by the Common
Depositary, such temporary global Security shall be accompanied
by a certificate dated the Exchange Date or a subsequent date
and signed by Euroclear as to the portion of such temporary
global Security held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date and
signed by CEDEL as to the portion of such temporary global
Security held for its account then to be exchanged, each in the
form set forth in Exhibit A-2 to this Indenture or in such other
form as may be established pursuant to Section 301; and provided
further that definitive Bearer Securities shall be delivered in
exchange for a portion of a temporary global Security only in
compliance with the requirements of Section 303.

Unless otherwise specified in such temporary global
Security, the interest of a beneficial owner of Securities of a
series in a temporary global Security shall be exchanged for
definitive Securities of the same series and of like tenor
following the Exchange Date when the account holder instructs
Euroclear or CEDEL, as the case may be, to request such exchange
on his behalf and delivers to Euroclear or CEDEL, as the case
may be, a certificate in the form set forth in Exhibit A-1 to
this Indenture (or in such other form as may be established
pursuant to Section 301), dated no earlier than 15 days prior to
the Exchange Date, copies of which certificate shall be
available from the offices of Euroclear and CEDEL, the Trustee,
any Authenticating Agent appointed for such series of Securities
and each Paying Agent. Unless otherwise specified in such
temporary global Security, any such exchange shall be made free
of charge to the beneficial owners of such temporary global
Security, except that a Person receiving definitive Securities
must bear the cost of insurance, postage, transportation and the
like unless such Person takes delivery of such definitive
Securities in person at the offices of Euroclear or CEDEL.
Definitive Securities in bearer form to be delivered in exchange
for any portion of a temporary global Security shall be
delivered only outside the United States.

Until exchanged in full as hereinabove provided, the
temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive
Securities of the same series and of like tenor authenticated
and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 301, interest payable on a temporary
global Security on an Interest Payment Date for Securities of
such series occurring prior to the applicable Exchange Date
shall be payable to Euroclear and CEDEL on such Interest Payment
Date upon delivery by Euroclear and CEDEL to the Trustee of a
certificate or certificates in the form set forth in Exhibit A-2
to this Indenture (or in such other forms as may be established
pursuant to Section 301), for credit without further interest on
or after such Interest Payment Date to the respective accounts
of Persons who are the beneficial owners of such temporary
global Security on such Interest Payment Date and who have each
delivered to Euroclear or CEDEL, as the case may be, a certi-
ficate dated no earlier than 15 days prior to the Interest
Payment Date occurring prior to such Exchange Date in the form
set forth as Exhibit A-1 to this Indenture (or in such other
forms as may be established pursuant to Section 301).
Notwithstanding anything to the contrary herein contained, the
certifications made pursuant to this paragraph shall satisfy the
certification requirements of the preceding two paragraphs of
this Section 304(b) and of the third paragraph of Section 303 of
this Indenture and the interests of the Persons who are the
beneficial owners of the temporary global Security with respect
to which such certification was made will be exchanged for
definitive Securities of the same series and of like tenor on
the Exchange Date or the date of certification if such date
occurs after the Exchange Date, without further act or deed by
such beneficial owners. Except as otherwise provided in this
paragraph, no payments of principal or interest owing with
respect to a beneficial interest in a temporary global Security
will be made unless and until such interest in such temporary
global Security shall have been exchanged for an interest in a
definitive Security. Any interest so received by Euroclear and
CEDEL and not paid as herein provided shall be returned to the
Trustee prior to the expiration of two years after such Interest
Payment Date in order to be repaid to the Company.

SECTION 305. Registration, Registration of Transfer
and Exchange. The Company shall cause to be kept at the
Corporate Trust Office of the Trustee or in any office or agency
of the Company in a Place of Payment a register for each series
of Securities (the registers maintained in such office or in any
such office or agency of the Company in a Place of Payment being
herein sometimes referred to collectively as the "Security
Register") in which, subject to such reasonable regulations as
it may prescribe, the Company shall provide for the registration
of Registered Securities and of transfers of Registered
Securities. The Security Register shall be in written form or
any other form capable of being converted into written form
within a reasonable time. The Trustee, at its Corporate Trust
Office, is hereby initially appointed "Security Registrar" for
the purpose of registering Registered Securities and transfers
of Registered Securities on such Security Register as herein
provided. In the event that the Trustee shall cease to be
Security Registrar, it shall have the right to examine the
Security Register at all reasonable times.

Subject to the provisions of this Section 305, upon
surrender for registration of transfer of any Registered
Security of any series at any office or agency of the Company in
a Place of Payment for that series, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new
Registered Securities of the same series, of any authorized
denominations and of a like aggregate principal amount, bearing
a number not contemporaneously outstanding, and containing
identical terms and provisions.

Subject to the provisions of this Section 305, at the
option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series, of
any authorized denomination or denominations and of a like
aggregate principal amount, containing identical terms and
provisions, upon surrender of the Registered Securities to be
exchanged at any such office or agency. Whenever any such
Registered Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Securities which the Holder making the
exchange is entitled to receive. Unless otherwise specified
with respect to any series of Securities as contemplated by
Section 301, Bearer Securities may not be issued in exchange for
Registered Securities.

If (but only if) permitted by the applicable Board
Resolution and (subject to Section 303) set forth in the
applicable Officers' Certificate, or in any indenture
supplemental hereto, delivered as contemplated by Section 301,
at the option of the Holder, Bearer Securities of any series may
be exchanged for Registered Securities of the same series of any
authorized denominations and of a like aggregate principal
amount and tenor, upon surrender of the Bearer Securities to be
exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining.
If the Holder of a Bearer Security is unable to produce any such
unmatured coupon or coupons or matured coupon or coupons in
default, any such permitted exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable
to the Company in an amount equal to the face amount of such
missing coupon or coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee
if there is furnished to them such security or indemnity as they
may require to save each of them and any Paying Agent harmless.
If thereafter the Holder of such Security shall surrender to any
Paying Agent any such missing coupon in respect of which such a
payment shall have been made, such Holder shall be entitled to
receive the amount of such payment; provided, however, that,
except as otherwise provided in Section 1002, interest repre-
sented by coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency located
outside the United States. Notwithstanding the foregoing, in
case a Bearer Security of any series is surrendered at any such
office or agency in a permitted exchange for a Registered
Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date
and before the opening of business at such office or agency on
the relevant Interest Payment Date, or (ii) any Special Record
Date and before the opening of business at such office or agency
on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date or proposed date for
payment, as the case may be, and interest or Defaulted Interest,
as the case may be, will not be payable on such Interest Payment
Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such
Bearer Security, but will be payable only to the Holder of such
coupon when due in accordance with the provisions of this
Indenture. Whenever any Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

Notwithstanding the foregoing, except as otherwise
specified as contemplated by Section 301, any permanent global
Security shall be exchangeable only as provided in this para-
graph. If the depositary for any permanent global Security is
DTC, then, unless the terms of such global Security expressly
permit such global Security to be exchanged in whole or in part
for definitive Securities, a global Security may be transferred,
in whole but not in part, only to a nominee of DTC, or by a
nominee of DTC to DTC, or to a successor to DTC for such global
Security selected or approved by the Company or to a nominee of
such successor to DTC. If at any time DTC notifies the Company
that it is unwilling or unable to continue as depositary for the
applicable global Security or Securities or if at any time DTC
ceases to be a clearing agency registered under the Securities
Exchange Act of 1934 if so required by applicable law or
regulation, the Company shall appoint a successor depositary
with respect to such global Security or Securities. If (x) a
successor depositary for such global Security or Securities is
not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such unwillingness,
inability or ineligibility, (y) an Event of Default has occurred
and is continuing and the beneficial owners representing a
majority in principal amount of the applicable series of
Securities represented by such global Security or Securities
advise DTC to cease acting as depositary for such global
Security or Securities or (z) the Company, in its sole
discretion, determines at any time that all Outstanding
Securities (but not less than all) of any series issued or
issuable in the form of one or more global Securities shall no
longer be represented by such global Security or Securities,
then the Company shall execute, and the Trustee shall
authenticate and deliver definitive Securities of like series,
rank, tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of such global
Security or Securities. If any beneficial owner of an interest
in a permanent global Security is otherwise entitled to exchange
such interest for Securities of such series and of like tenor
and principal amount of another authorized form and
denomination, as specified as contemplated by Section 301 and
provided that any applicable notice provided in the permanent
global Security shall have been given, then without unnecessary
delay but in any event not later than the earliest date on which
such interest may be so exchanged, the Company shall execute,
and the Trustee shall authenticate and deliver definitive
Securities in aggregate principal amount equal to the principal
amount of such beneficial owner's interest in such permanent
global Security. On or after the earliest date on which such
interests may be so exchanged, such permanent global Security
shall be surrendered for exchange by DTC or such other
depositary as shall be specified in the Company Order with
respect thereto to the Trustee, as the Company's agent for such
purpose; provided, however, that no such exchanges may occur
during a period beginning at the opening of business 15 days
before any selection of Securities to be redeemed and ending on
the relevant Redemption Date if the Security for which exchange
is requested may be among those selected for redemption; and
provided further that no Bearer Security delivered in exchange
for a portion of a permanent global Security shall be mailed or
otherwise delivered to any location in the United States. If a
Registered Security is issued in exchange for any portion of a
permanent global Security after the close of business at the
office or agency where such exchange occurs on (i) any Regular
Record Date and before the opening of business at such office or
agency on the relevant Interest Payment Date, or (ii) any
Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of
Defaulted Interest, interest or Defaulted Interest, as the case
may be, will not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of
such Registered Security, but will be payable on such Interest
Payment Date or proposed date for payment, as the case may be,
only to the Person to whom interest in respect of such portion
of such permanent global Security is payable in accordance with
the provisions of this Indenture.

All Securities issued upon any registration of transfer
or exchange of Securities shall be the valid obligations of the
Company, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Securities surrendered
upon such registration of transfer or exchange.

Every Registered Security presented or surrendered for
registration of transfer or for exchange or redemption shall (if
so required by the Company or the Security Registrar) be duly
endorsed, or be accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar,
duly executed by the Holder thereof or his attorney duly
authorized in writing.

No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1107 or 1305 not
involving any transfer.

The Company or the Trustee, as applicable, shall not be
required (i) to issue, register the transfer of or exchange any
Security if such Security may be among those selected for
redemption during a period beginning at the opening of business
15 days before selection of the Securities to be redeemed under
Section 1103 and ending at the close of business on (A) if such
Securities are issuable only as Registered Securities, the day
of the mailing of the relevant notice of redemption and (B) if
such Securities are issuable as Bearer Securities, the day of
the first publication of the relevant notice of redemption or,
if such Securities are also issuable as Registered Securities
and there is no publication, the mailing of the relevant notice
of redemption, or (ii) to register the transfer of or exchange
any Registered Security so selected for redemption in whole or
in part, except, in the case of any Registered Security to be
redeemed in part, the portion thereof not to be redeemed, or
(iii) to exchange any Bearer Security so selected for redemption
except that such a Bearer Security may be exchanged for a
Registered Security of that series and like tenor, provided that
such Registered Security shall be simultaneously surrendered for
redemption, or (iv) to issue, register the transfer of or
exchange any Security which has been surrendered for repayment
at the option of the Holder, except the portion, if any, of such
Security not to be so repaid.

SECTION 306. Mutilated, Destroyed, Lost and Stolen
Securities. If any mutilated Security or a Security with a
mutilated coupon appertaining to it is surrendered to the
Trustee or the Company, together with, in proper cases, such
security or indemnity as may be required by the Company or the
Trustee to save each of them or any agent of either of them
harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of
the same series and principal amount, containing identical terms
and provisions and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any,
appertaining to the surrendered Security.

If there shall be delivered to the Company and to the
Trustee (i) evidence to their satisfaction of the destruction,
loss or theft of any Security or coupon, and (ii) such security
or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security or
coupon has been acquired by a bona fide purchaser, the Company
shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or
stolen Security or in exchange for the Security to which a
destroyed, lost or stolen coupon appertains (with all
appurtenant coupons not destroyed, lost or stolen), a new
Security of the same series and principal amount, containing
identical terms and provisions and bearing a number not
contemporaneously outstanding, with coupons corresponding to the
coupons, if any, appertaining to such destroyed, lost or stolen
Security or to the Security to which such destroyed, lost or
stolen coupon appertains.

Notwithstanding the provisions of the previous two
paragraphs, in case any such mutilated, destroyed, lost or
stolen Security or coupon has become or is about to become due
and payable, the Company in its discretion may, instead of
issuing a new Security, with coupons corresponding to the
coupons, if any, appertaining to such destroyed, lost or stolen
Security or to the Security to which such destroyed, lost or
stolen coupon appertains, pay such Security or coupon; provided,
however, that payment of principal of (and premium, if any), any
interest on and any Additional Amounts with respect to, Bearer
Securities shall, except as otherwise provided in Section 1002,
be payable only at an office or agency located outside the
United States and, unless otherwise specified as contemplated by
Section 301, any interest on Bearer Securities shall be payable
only upon presentation and surrender of the coupons appertaining
thereto.

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

Every new Security of any series with its coupons, if
any, issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security, or in exchange for a Security to which
a destroyed, lost or stolen coupon appertains, shall constitute
an original additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security and its
coupons, if any, or the destroyed, lost or stolen coupon shall
be at any time enforceable by anyone, and shall be entitled to
all the benefits of this Indenture equally and proportionately
with any and all other Securities of that series and their
coupons, if any, duly issued hereunder.

The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies
with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or coupons.

SECTION 307. Payment of Interest; Interest Rights
Preserved. Except as otherwise specified with respect to a
series of Securities in accordance with the provisions of
Section 301, interest on any Registered Security that is
payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name
that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date
for such interest at the office or agency of the Company main-
tained for such purpose pursuant to Section 1002; provided,
however, that each installment of interest on any Registered
Security may at the Company's option be paid by (i) mailing a
check for such interest, payable to or upon the written order of
the Person entitled thereto pursuant to Section 308, to the
address of such Person as it appears on the Security Register or
(ii) transfer to an account maintained by the payee located
inside the United States.

Unless otherwise provided as contemplated by
Section 301 with respect to the Securities of any series,
payment of interest may be made, in the case of a Bearer
Security and at the Company's option, by transfer to an account
maintained by the payee with a bank located outside the United
States.

Unless otherwise provided as contemplated by
Section 301, every permanent global Security will provide that
interest, if any, payable on any Interest Payment Date will be
paid to DTC, Euroclear and/or CEDEL, as the case may be, with
respect to that portion of such permanent global Security held
for its account by Cede & Co. or the Common Depositary, as the
case may be, for the purpose of permitting such party to credit
the interest received by it in respect of such permanent global
Security to the accounts of the beneficial owners thereof.

In case a Bearer Security of any series is surrendered
in exchange for a Registered Security of such series after the
close of business (at an office or agency in a Place of Payment
for such series) on any Regular Record Date and before the
opening of business (at such office or agency) on the next
succeeding Interest Payment Date, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment
Date and interest will not be payable on such Interest Payment
Date in respect of the Registered Security issued in exchange
for such Bearer Security, but will be payable only to the Holder
of such coupon when due in accordance with the provisions of
this Indenture.

Except as otherwise specified with respect to a series
of Securities in accordance with the provisions of Section 301,
any interest on any Registered Security of any series that is
payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (herein called "Defaulted Interest") shall
forthwith cease to be payable to the registered Holder thereof
on the relevant Regular Record Date by virtue of having been
such Holder, and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in clause (1)
or (2) below:

(1) The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the
Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of
the amount of Defaulted Interest proposed to be paid on
each Registered Security of such series and the date of the
proposed payment (which shall not be less than 20 days
after such notice is received by the Trustee), and at the
same time the Company shall deposit with the Trustee an
amount of money in the currency or currencies, currency
unit or units or composite currency or currencies in which
the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the
Securities of such series) equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest
or shall make arrangements satisfactory to the Trustee for
such deposit on or prior to the date of the proposed
payment, such money when deposited to be held in trust for
the benefit of the Persons entitled to such Defaulted
Interest as in this clause provided. Thereupon the Trustee
shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and
not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to
be mailed, first-class postage prepaid, to each Holder of
Registered Securities of such series at his address as it
appears in the Security Register not less than 10 days
prior to such Special Record Date. The Trustee may, in its
discretion, in the name and at the expense of the Company,
cause a similar notice to be published at least once in an
Authorized Newspaper in each place of payment, but such
publications shall not be a condition precedent to the
establishment of such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special
Record Date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the Persons in whose
names the Registered Securities of such series (or their
respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2). In
case a Bearer Security of any series is surrendered at the
office or agency in a Place of Payment for such series in
exchange for a Registered Security of such series after the
close of business at such office or agency on any Special
Record Date and before the opening of business at such
office or agency on the related proposed date for payment
of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such proposed
date of payment and Defaulted Interest will not be payable
on such proposed date of payment in respect of the
Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such
coupon when due in accordance with the provisions of this
Indenture.

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

Subject to the foregoing provisions of this Section and
Section 305, each Security delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any
other Security shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other
Security.

SECTION 308. Persons Deemed Owners. Prior to due
presentment of a Registered Security for registration of trans-
fer, the Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name such Registered
Security is registered as the owner of such Security for the
purpose of receiving payment of principal of (and premium, if
any), and (subject to Sections 305 and 307) interest on, such
Registered Security and for all other purposes whatsoever, whe-
ther or not such Registered Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

Title to any Bearer Security and any coupons appertain-
ing thereto shall pass by delivery. The Company, the Trustee
and any agent of the Company or the Trustee may treat the Holder
of any Bearer Security and the Holder of any coupon as the
absolute owner of such Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all
other purposes whatsoever, whether or not such Security or
coupon be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice
to the contrary.

None of the Company, the Trustee, any Paying Agent or
the Security Registrar will have any responsibility or liability
for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a Security in
global form or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

Notwithstanding the foregoing, with respect to any
global Security, nothing herein shall prevent the Company, the
Trustee, or any agent of the Company or the Trustee, from giving
effect to any written certification, proxy or other
authorization furnished by any depositary, as a Holder, with
respect to such global Security or impair, as between such
depositary and owners of beneficial interests in such global
Security, the operation of customary practices governing the
exercise of the rights of such depositary (or its nominee) as
Holder of such global Security.

SECTION 309. Cancellation. All Securities and coupons
surrendered for payment, redemption, repayment at the option of
the Holder, registration of transfer or exchange or for credit
against any sinking fund payment shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee, and
any such Securities and coupons and Securities and coupons
surrendered directly to the Trustee for any such purpose shall
be promptly cancelled by it. The Company may at any time
deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to
the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and
sold, and all Securities so delivered shall be promptly
cancelled by the Trustee. If the Company shall so acquire any
of the Securities, however, such acquisition shall not operate
as a redemption or satisfaction of the indebtedness represented
by such Securities unless and until the same are surrendered to
the Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly per-
mitted by this Indenture. Cancelled Securities and coupons held
by the Trustee shall be destroyed by the Trustee and the Trustee
shall deliver a certificate of such destruction to the Company,
unless by a Company Order the Company directs their return to
it.

SECTION 310. Computation of Interest. Except as
otherwise specified as contemplated by Section 301 with respect
to Securities of any series, interest on the Securities of each
series shall be computed on the basis of a 360-day year consist-
ing of twelve 30-day months.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.
This Indenture shall upon Company Request cease to be of further
effect with respect to any series of Securities specified in
such Company Request (except as to any surviving rights of
registration of transfer or exchange of Securities of such
series herein expressly provided for and any right to receive
Additional Amounts, as provided in Section 1011), and the
Trustee, upon receipt of a Company Order, and at the expense of
the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series
when

(1) either

(A) all Securities of such series theretofore
authenticated and delivered and all coupons, if any,
appertaining thereto (other than (i) coupons apper-
taining to Bearer Securities surrendered for exchange
for Registered Securities and maturing after such
exchange, whose surrender is not required or has been
waived as provided in Section 305, (ii) Securities and
coupons of such series which have been mutilated,
destroyed, lost or stolen and which have been replaced
or paid as provided in Section 306, (iii) coupons
appertaining to Securities called for redemption and
maturing after the relevant Redemption Date, whose
surrender has been waived as provided in Section 1106,
and (iv) Securities and coupons of such series for
whose payment money has theretofore been deposited in
trust or segregated and held in trust by the Company
and thereafter repaid to the Company or discharged from
such trust, as provided in Section 1003) have been
delivered to the Trustee for cancellation; or

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

(i) have become due and payable, or

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

(iii) if redeemable at the option of the
Company, are to be called for redemption within
one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by
the Trustee in the name, and at the expense, of
the Company,

and the Company, in the case of (i), (ii) or (iii)
above, has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust for
the purpose an amount in the currency or currencies,
currency unit or units or composite currency or cur-
rencies in which the Securities of such series are
payable, sufficient to pay and discharge the entire
indebtedness on such Securities and such coupons not
theretofore delivered to the Trustee for cancellation,
for principal (and premium, if any) and interest, and
any Additional Amounts with respect thereto, to the
date of such deposit (in the case of Securities which
have become due and payable) or to the Stated Maturity
or Redemption Date, as the case may be;

(2) the Company has paid or caused to be paid all
other sums payable hereunder by the Company; and

(3) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each
stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this
Indenture as to such series have been complied with.

Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee and any
predecessor Trustee under Section 606, the obligations of the
Company to any Authenticating Agent under Section 611 and, if
money shall have been deposited with and held by the Trustee
pursuant to subclause (B) of clause (1) of this Section, the
obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

SECTION 402. Application of Trust Funds. Subject to
the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held
in trust and applied by it, in accordance with the provisions of
the Securities, the coupons and this Indenture, to the payment,
either directly or through any Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal
(and premium, if any), and any interest and Additional Amounts
for whose payment such money has been deposited with or received
by the Trustee, but such money need not be segregated from other
funds except to the extent required by law.

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default. "Event of Default",
wherever used herein with respect to any particular series of
Securities, means any one of the following events with respect
to such series of Securities (whatever the reason for such Event
of Default and whether or not 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), it being
understood that an Event of Default with respect to a particular
series of Securities does not constitute an Event of Default
with respect to any other series of Securities:

(1) default in the payment of any interest upon or any
Additional Amounts payable in respect of any Security of
that series or of any coupon appertaining thereto, when
such interest, Additional Amounts or coupon becomes due and
payable, and continuance of such default for a period of 30
days; or

(2) default in the payment of the principal of (or
premium, if any, on) any Security of that series when it
becomes due and payable at its Maturity; or

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

(4) default in the performance, or breach, of any
covenant or warranty of the Company in this Indenture with
respect to any Security of that series (other than a cove-
nant or warranty 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 Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of that
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

(5) if any event of default under any bond, debenture,
note or other evidence of indebtedness of the Company
(including an event of default with respect to any other
series of Securities), or under any mortgage, indenture or
other instrument of the Company under which there may be
issued or by which there may be secured or evidenced any
indebtedness of the Company (or by any Subsidiary, the
repayment of which the Company has guaranteed or for which
the Company is directly responsible or liable as obligor or
guarantor), whether such indebtedness now exists or shall
hereafter be created, shall exist and shall result in an
aggregate principal amount exceeding $10,000,000 of such
indebtedness becoming or being declared due and payable
prior to the date on which it would otherwise have become
due and payable, without such indebtedness having been
discharged, or such acceleration having been rescinded or
annulled, within a period of 30 days after there shall have
been given, by registered or certified mail, to the Company
by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in principal amount of the
Outstanding Securities of that series a written notice
specifying such default and requiring the Company to cause
such indebtedness to be discharged or cause such
acceleration to be rescinded or annulled and stating that
such notice is a "Notice of Default" hereunder; or

(6) the Company or any Significant Subsidiary,
pursuant to or within the meaning of any Bankruptcy Law:

(A) commences a voluntary case,

(B) consents to the entry of an order for relief
against it in an involuntary case,

(D) makes a general assignment for the benefit of
its creditors; or

(7) a court of competent jurisdiction enters an order
or decree under any Bankruptcy Law that:

(A) is for relief against the Company or any
Significant Subsidiary in an involuntary case,

(B) appoints a Custodian of the Company or any
Significant Subsidiary or for all or substantially all
of either of its property, or

and the order or decree remains unstayed and in effect for
90 days; or

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

As used in this Section 501, the term "Bankruptcy Law" means
title 11, U.S. Code or any similar Federal or State law for the
relief of debtors and the term "Custodian" means any receiver,
trustee, assignee, liquidator or other similar official under
any Bankruptcy Law.

SECTION 502. Acceleration of Maturity; Rescission and
Annulment. If an Event of Default with respect to Securities of
any series at the time Outstanding occurs and is continuing,
then and in every such case the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal (or, if any Securities
are Original Issue Discount Securities or Indexed Securities,
such portion of the principal as may be specified in the terms
thereof) of all the Securities of that series to be due and
payable immediately, by a notice in writing to the Company (and
to the Trustee if given by the Holders), and upon any such
declaration such principal or specified portion thereof shall
become immediately due and payable.

At any time after such a declaration of acceleration
with respect to Securities of any series has been made and
before a judgment or decree for payment of the money due has
been obtained by the Trustee as hereinafter in this Article
provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the
Company and the Trustee, may rescind and annul such declaration
and its consequences if:

(1) the Company has paid or deposited with the Trustee
a sum sufficient to pay in the currency, currency unit or
composite currency in which the Securities of such series
are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series):

(A) all overdue installments of interest on and
any Additional Amounts payable in respect of all
Outstanding Securities of that series and any related
coupons,

(B) the principal of (and premium, if any, on)
any Outstanding Securities of that series which have
become due otherwise than by such declaration of
acceleration and interest thereon at the rate or rates
borne by or provided for in such Securities,

(C) to the extent that payment of such interest
is lawful, interest upon overdue installments of
interest and any Additional Amounts at the rate or
rates borne by or provided for in such Securities, and

(D) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents
and counsel; and

(2) all Events of Default with respect to Securities
of that series, other than the nonpayment of the principal
of (or premium, if any) or interest on Securities of that
series which have become due solely by such declaration of
acceleration, have been cured or waived as provided in
Section 513.

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

SECTION 503. Collection of Indebtedness and Suits for
Enforcement by Trustee. The Company covenants that if:

(1) default is made in the payment of any installment
of interest or Additional Amounts, if any, on any Security
of any series and any related coupon when such interest or
Additional Amount becomes due and payable and such default
continues for a period of 30 days, or

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

then the Company will, upon demand by the Trustee, pay to the
Trustee, for the benefit of the Holders of such Securities of
such series and coupons, the whole amount then due and payable
on such Securities and coupons for principal (and premium, if
any) and interest and Additional Amount, with interest upon any
overdue principal (and premium, if any) and, to the extent that
payment of such interest shall be legally enforceable, upon any
overdue installments of interest or Additional Amounts, if any,
at the rate or rates borne by or provided for in such
Securities, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and
counsel.

If the Company fails to pay such amounts forthwith upon
such demand, the Trustee, in its own name and as trustee of an
express trust, may institute a judicial proceeding for the
collection of the sums so due and unpaid, and may prosecute such
proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities of
such series and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the property of the
Company or any other obligor upon such Securities of such
series, wherever situated.

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

SECTION 504. Trustee May File Proofs of Claim. In
case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the
property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of
the Securities of any series shall then be due and payable as
therein expressed or by declaration or otherwise and irre-
spective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal, premium, if
any, or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise:

(i) to file and prove a claim for the whole amount, or
such lesser amount as may be provided for in the Securities
of such series, of principal (and premium, if any) and
interest and Additional Amounts, if any, owing and unpaid
in respect of the Securities 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 the
reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel) and of the
Holders allowed in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) in any such judicial
proceeding is hereby authorized by each Holder of Securities of
such series and coupons to make such payments to the Trustee,
and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee and any predecessor
Trustee, their agents and counsel, and any other amounts due the
Trustee or any predecessor Trustee under Section 606.

Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder of a Security or coupon any plan of
reorganization, arrangement, adjustment or composition affecting
the Securities or coupons or the rights of any Holder thereof,
or to authorize the Trustee to vote in respect of the claim of
any Holder of a Security or coupon in any such proceeding.

SECTION 505. Trustee May Enforce Claims Without
Possession of Securities or Coupons. All rights of action and
claims under this Indenture or any of the Securities or coupons
may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or coupons or the production
thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit
of the Holders of the Securities and coupons in respect of which
such judgment has been recovered.

SECTION 506. Application of Money Collected. Any
money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by
the Trustee and, in case of the distribution of such money on
account of principal (or premium, if any) or interest and any
Additional Amounts, upon presentation of the Securities or
coupons, or both, as the case may be, and the notation thereon
of the payment if only partially paid and upon surrender thereof
if fully paid:

FIRST: To the payment of all amounts due the Trustee
and any predecessor Trustee under Section 606;

SECOND: To the payment of the amounts then due and
unpaid upon the Securities and coupons for principal (and
premium, if any) and interest and any Additional Amounts
payable, in respect of which or for the benefit of which
such money has been collected, ratably, without preference
or priority of any kind, according to the aggregate amounts
due and payable on such Securities and coupons for
principal (and premium, if any), interest and Additional
Amounts, respectively; and

THIRD: To the payment of the remainder, if any, to the
Company.

SECTION 507. Limitation on Suits. No Holder of any
Security of any series or any related coupon shall have any
right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless:

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

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

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

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

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

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

SECTION 508. Unconditional Right of Holders to Receive
Principal, Premium, if any, Interest and Additional Amounts.
Notwithstanding any other provision in this Indenture, the
Holder of any Security or coupon shall have the right which is
absolute and unconditional to receive payment of the principal
of (and premium, if any) and (subject to Sections 305 and 307)
interest on, and any Additional Amounts in respect of, such
Security or payment of such coupon on the respective due dates
expressed in such Security or coupon (or, in the case of
redemption, on the Redemption Date) and to institute suit for
the enforcement of any such payment, and such rights shall not
be impaired without the consent of such Holder.

SECTION 509. Restoration of Rights and Remedies. If
the Trustee or any Holder of a Security or coupon has instituted
any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned
for any reason, or has been determined adversely to the Trustee
or to such Holder, then and in every such case, the Company, the
Trustee and the Holders of Securities and coupons shall, subject
to any determination in such proceeding, be restored severally
and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the
Holders shall continue as though no such proceeding had been
instituted.

SECTION 510. Rights and Remedies Cumulative. Except
as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities or coupons in
the last paragraph of Section 306, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of
Securities or coupons 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.

SECTION 511. Delay or Omission Not Waiver. No delay
or omission of the Trustee or of any Holder of any Security or
coupon to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the
Trustee or to the Holders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by
the Holders of Securities or coupons, as the case may be.

SECTION 512. Control by Holders of Securities. The
Holders of not less than a majority in principal amount of the
Outstanding Securities of any series shall have the right to
direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust
or power conferred on the Trustee with respect to the Securities
of such series, provided that

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

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

(3) the Trustee need not take any action which might
involve it in personal liability or be unduly prejudicial
to the Holders of Securities of such series not joining
therein.

SECTION 513. Waiver of Past Defaults. The Holders of
not less than a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the
Securities of such series and any related coupons waive any past
default hereunder with respect to such series and its
consequences, except a default

(1) in the payment of the principal of (or premium, if
any) or interest on or Additional Amounts payable in
respect of any Security of such series or any related
coupons, or

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

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

SECTION 514. Waiver of Usury, Stay or Extension Laws.
The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any
usury, stay or extension law wherever enacted, now or at any
time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution
of every such power as though no such law had been enacted.

SECTION 515. Undertaking for Costs. All parties to
this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken or omitted by
it as Trustee, the filing by any party litigant in such suit of
any 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 pro-
visions of this Section shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Holder, or group
of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities, or to any suit instituted
by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security on
or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on or after the
Redemption Date).

ARTICLE SIX

THE TRUSTEE

SECTION 601. Notice of Defaults. Within 90 days after
the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit in the
manner and to the extent provided in TIA Section 313(c), notice
of such default hereunder known to the Trustee, unless such
default shall have been cured or waived; provided, however,
that, except in the case of a default in the payment of the
principal of (or premium, if any) or interest on or any
Additional Amounts with respect to any Security of such series,
or in the payment of any sinking fund installment with respect
to the Securities of such series, the Trustee shall be protected
in withholding such notice if and so long as Responsible
Officers of the Trustee in good faith determine that the
withholding of such notice is in the interests of the Holders of
the Securities and coupons of such series; and provided further
that in the case of any default or breach of the character
specified in Section 501(4) with respect to the Securities and
coupons of such series, no such notice to Holders shall be given
until at least 60 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become,
an Event of Default with respect to the Securities of such
series.

SECTION 602. Certain Rights of Trustee. Subject to
the provisions of TIA Section 315(a) through 315(d):

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

(2) any request or direction of the Company mentioned
herein shall be sufficiently evidenced by a Company Request
or Company Order (other than delivery of any Security,
together with any coupons appertaining thereto, to the
Trustee for authentication and delivery pursuant to Section
303 which shall be sufficiently evidenced as provided
therein) and any resolution of the Board of Trustees may be
sufficiently evidenced by a Board Resolution;

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

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

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

(6) 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, direction, consent, order, bond,
debenture, note, coupon or other paper or document, but the
Trustee, in its discretion, may make such further inquiry
or investigation into such facts or matters as it may see
fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company,
personally or by agent or attorney;

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

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

The Trustee shall not be required to expend or risk its
own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably
assured to it.

Except during the continuance of an Event of Default,
the Trustee undertakes to perform only such duties as are
specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture
against the Trustee.

SECTION 603. Not Responsible for Recitals or Issuance
of Securities. The recitals contained herein and in the
Securities, except the Trustee's certificate of authentication,
and in any coupons shall be taken as the statements of the
Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of
this Indenture or of the Securities or coupons, except that the
Trustee represents that it is duly authorized to execute and
deliver this Indenture, authenticate the Securities and perform
its obligations hereunder. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or appli-
cation by the Company of Securities or the proceeds thereof.

SECTION 604. May Hold Securities. The Trustee, any
Paying Agent, Security Registrar, Authenticating Agent or any
other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and
coupons and, subject to TIA Sections 310(b) and 311, may
otherwise deal with the Company with the same rights it would
have if it were not Trustee, Paying Agent, Security Registrar,
Authenticating Agent or such other agent.

SECTION 605. Money Held in Trust. Money held by the
Trustee in trust hereunder need not be segregated from other
funds except to the extent required by law. The Trustee shall
be under no liability for interest on any money received by it
hereunder except as otherwise agreed with the Company.

SECTION 606. Compensation and Reimbursement. The
Company agrees:

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

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

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

When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 501(6)
or Section 501(7), the expenses (including the reasonable
charges and expenses of its counsel) and the compensation for
the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy,
insolvency or other similar law.

As security for the performance of the obligations of
the Company under this Section, the Trustee shall have a lien
prior to the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for
the payment of principal of (or premium, if any) or interest on
particular Securities or any coupons.

The provisions of this Section shall survive the
termination of this Indenture.

SECTION 607. Corporate Trustee Required; Eligibility;
Conflicting Interests. There shall at all times be a Trustee
hereunder which shall be eligible to act as Trustee under TIA
Section 310(a)(1) and shall have a combined capital and surplus
of at least $50,000,000. If such corporation publishes reports
of condition at least annually, pursuant to law or the
requirements of Federal, State, Territorial or District of
Columbia 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. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

SECTION 608. Resignation and Removal; Appointment of
Successor. (a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article
shall become effective until the acceptance of appointment by
the successor Trustee in accordance with the applicable
requirements of Section 609.

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

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

(d) If at any time:

(1) the Trustee shall fail to comply with the provi-
sions of TIA Section 310(b) after written request therefor
by the Company or by any Holder of a Security who has been
a bona fide Holder of a Security for at least six months,
or

(2) the Trustee shall cease to be eligible under
Section 607 and shall fail to resign after written request
therefor by the Company or by any Holder of a Security who
has been a bona fide Holder of a Security for at least six
months, or

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

then, in any such case, (i) the Company by or pursuant to a
Board Resolution may remove the Trustee and appoint a successor
Trustee with respect to all Securities, or (ii) subject to TIA
Section 315(e), any Holder of a Security who has been a bona
fide Holder of a Security for at least six months may, on behalf
of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with
respect to all Securities and the appointment of a successor
Trustee or Trustees.

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

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

SECTION 609. Acceptance of Appointment by Successor.
(a) In case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee
shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all
the rights, powers, trusts and duties of the retiring Trustee;
but, on request of the Company or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all
the rights, powers and trusts of the retiring Trustee, and shall
duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder,
subject nevertheless to its claim, if any, provided for in
Section 606.

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

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

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

SECTION 610. Merger, Conversion, Consolidation or
Succession to Business. Any corporation into which the Trustee
may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor
of the Trustee hereunder, provided such corporation shall be
otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part
of any of the parties hereto. In case any Securities or coupons
shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities or coupons so authen-
ticated with the same effect as if such successor Trustee had
itself authenticated such Securities or coupons. In case any
Securities or coupons shall not have been authenticated by such
predecessor Trustee, any such successor Trustee may authenticate
and deliver such Securities or coupons, in either its own name
or that of its predecessor Trustee, with the full force and
effect which this Indenture provides for the certificate of
authentication of the Trustee.

SECTION 611. Appointment of Authenticating Agent. At
any time when any of the Securities remain Outstanding, the
Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, registration of
transfer or partial redemption or repayment thereof, and
Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Any such
appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which
instrument shall be promptly furnished to the Company. Wherever
reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by
an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and
shall at all times be a bank or trust company or corporation
organized and doing business and in good standing under the laws
of the United States of America or of any State or the District
of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal
or State authorities. If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or the
requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed
to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time an
Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, such Authenticating Agent
shall resign immediately in the manner and with the effect
specified in this Section.

Any corporation into which an Authenticating Agent may
be merged or converted or with which it may be consolidated, or
any corporation resulting from any merger, conversion or
consolidation to which such Authenticating Agent shall be a
party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such
corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or further act on
the part of the Trustee or the Authenticating Agent.

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

The Company agrees to pay to each Authenticating Agent
from time to time reasonable compensation including
reimbursement of its reasonable expenses for its services under
this Section.

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

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

________________________________,
as Trustee

By:____________________________,
as Authenticating Agent

By:____________________________
Authorized Signatory

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Disclosure of Names and Addresses of
Holders. Every Holder of Securities or coupons, by receiving
and holding the same, agrees with the Company and the Trustee
that neither the Company nor the Trustee nor any Authenticating
Agent nor any Paying Agent nor any Security Registrar shall be
held accountable by reason of the disclosure of any information
as to the names and addresses of the Holders of Securities in
accordance with TIA Section 312, 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 TIA Section 312(b).

SECTION 702. Reports by Trustee. Within 60 days
after ________ of each year commencing with the first ________
after the first issuance of Securities pursuant to this
Indenture, the Trustee shall transmit by mail to all Holders of
Securities as provided in TIA Section 313(c) a brief report
dated as of such ________ if required by TIA Section 313(a).

SECTION 703. Reports by Company. The Company will:

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

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

(3) transmit by mail to the Holders of Securities,
within 30 days after the filing thereof with the Trustee,
in the manner and to the extent provided in TIA Section
313(c), such summaries of any information, documents and
reports required to be filed by the Company pursuant to
paragraphs (1) and (2) of this Section as may be required
by rules and regulations prescribed from time to time by
the Commission.

SECTION 704. Company to Furnish Trustee Names and
Addresses of Holders. The Company will furnish or cause to be
furnished to the Trustee:

(a) [semi-annually, not later than 15 days after the
Regular Record Date for interest for each series of Securities,]
a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Holders of Registered Securities
of such series as of such Regular Record Date, or if there is no
Regular Record Date for interest for such series of Securities[,
semi-annually,] upon such dates as are set forth in the Board
Resolution or indenture supplemental hereto authorizing such
series, and

(b) at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Company of any
such request, a list of similar form and content as of a date
not more than 15 days prior to the time such list is furnished,

provided, however, that, so long as the Trustee is the Security
Registrar, no such list shall be required to be furnished.

ARTICLE EIGHT

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

SECTION 801. Consolidations and Mergers of Company
and Sales, Leases and Conveyances Permitted Subject to Certain
Conditions. The Company may consolidate with, or sell, lease or
convey all or substantially all of its assets to, or merge with
or into any other corporation, provided that in any such case,
(1) either the Company shall be the continuing corporation, or
the successor corporation shall be a corporation organized and
existing under the laws of the United States or a State thereof
and such successor corporation shall expressly assume the due
and punctual payment of the principal of (and premium, if any)
and any interest (including all Additional Amounts, if any,
payable pursuant to Section 1011) on all of the 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 by the Company by supplemental
indenture, complying with Article Nine hereof, satisfactory to
the Trustee, executed and delivered to the Trustee by such
corporation and (ii) immediately after giving effect to such
transaction and treating any indebtedness which becomes an
obligation of the Company or any Subsidiary as a result thereof
as having been incurred by the Company or such Subsidiary at the
time of such transaction, no Event of Default, and no event
which, after notice or the lapse of time, or both, would become
an Event of Default, shall have occurred and be continuing.

SECTION 802. Rights and Duties of Successor
Corporation. In case of any such consolidation, merger, sale,
lease or conveyance and upon any such assumption by the
successor corporation, such successor corporation shall succeed
to and be substituted for the Company, with the same effect as
if it had been named herein as the party of the first part, and
the predecessor corporation, except in the event of a lease,
shall be relieved of any further obligation under this Indenture
and the Securities. Such successor corporation thereupon may
cause to be signed, and may issue either in its own name or in
the name of the Company, any or all of the Securities issuable
hereunder which theretofore shall not have been signed by the
Company and delivered to the Trustee; and, upon the order of
such successor corporation, instead of the Company, and subject
to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered
by the officers of the Company to the Trustee for
authentication, and any Securities which such successor
corporation thereafter shall cause to be signed and delivered to
the Trustee for that purpose. All the Securities so issued
shall in all respects have the same legal rank and benefit under
this Indenture as the Securities theretofore or thereafter
issued in accordance with the terms of this Indenture as though
all of such 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 Securities thereafter to be issued
as may be appropriate.

SECTION 803. Officers' Certificate and Opinion of
Counsel. Any consolidation, merger, sale, lease or conveyance
permitted under Section 801 is also subject to the condition
that the Trustee receive an Officers' Certificate and an Opinion
of Counsel to the effect that any such consolidation, merger,
sale, lease or conveyance, and the assumption by any successor
corporation, complies with the provisions of this Article and
that all conditions precedent herein provided for relating to
such transaction have been complied with.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent
of Holders. Without the consent of any Holders of Securities or
coupons, the Company, when authorized by or pursuant to a Board
Resolution, and the Trustee, at any time and from time to time,
may enter into one or more indentures supplemental hereto, in
form satisfactory to the Trustee, for any of the following
purposes:

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

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

(3) to add any additional Events of Default for the
benefit of the Holders of all or any series of Securities
(and if such Events of Default are to be for the benefit of
less than all series of Securities, stating that such
Events of Default are expressly being included solely for
the benefit of such series); provided, however, that in
respect of any such additional Events of Default 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 default
or may limit the remedies available to the Trustee upon
such default or may limit the right of the Holders of a
majority in aggregate principal amount of that or those
series of Securities to which such additional Events of
Default apply to waive such default; or

(4) to add to or change any of the provisions of this
Indenture to provide that Bearer Securities may be
registrable as to principal, to change or eliminate any
restrictions on the payment of principal of or any premium
or interest on Bearer Securities, to permit Bearer
Securities to be issued in exchange for Registered
Securities, to permit Bearer Securities to be issued in
exchange for Bearer Securities of other authorized
denominations or to permit or facilitate the issuance of
Securities in uncertificated form, provided that any such
action shall not adversely affect the interests of the
Holders of Securities of any series or any related coupons
in any material respect; or

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

(6) to secure the Securities; or

(7) to establish the form or terms of Securities of
any series and any related coupons as permitted by Sections
201 and 301, including the provisions and procedures
relating to Securities convertible into Common Shares or
Preferred Shares, as the case may be; or

(8) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect
to the Securities of one or more series 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; or

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

(10) to supplement any of the provisions of this
Indenture to such extent as shall be necessary to permit or
facilitate the defeasance and discharge of any series of
Securities pursuant to Sections 401, 1402 and 1403;
provided that any such action shall not adversely affect
the interests of the Holders of Securities of such series
and any related coupons or any other series of Securities
in any material respect.

SECTION 902. Supplemental Indentures with Consent of
Holders. With the consent of the Holders of not less than a
majority in principal amount of all Outstanding Securities
affected by such supplemental indenture, by Act of said Holders
delivered to the Company and the Trustee, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of
Securities and any related coupons under this Indenture;
provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Security
affected thereby:

(1) change the Stated Maturity of the principal of
(or premium, if any, on) or any installment of principal of
or interest on, any Security; or reduce the principal
amount thereof or the rate or amount of interest thereon or
any Additional Amounts payable in respect thereof, or any
premium payable upon the redemption thereof, or change any
obligation of the Company to pay Additional Amounts
pursuant to Section 1011 (except as contemplated by Section
[801(1)] and permitted by Section 901(1)), or reduce the
amount of the principal of an Original Issue Discount
Security that would be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section
502 or the amount thereof provable in bankruptcy pursuant
to Section 504, or adversely affect any right of repayment
at the option of the Holder of any Security, or change any
Place of Payment where, or the currency or currencies,
currency unit or units or composite currency or currencies
in which, any Security or any premium or the interest
thereon is payable, or impair the right to institute suit
for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption or
repayment at the option of the Holder, on or after the
Redemption Date or the Repayment Date, as the case may be),
or

(2) reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose
Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver
with respect to such series (or compliance with certain
provisions of this Indenture or certain defaults hereunder
and their consequences) provided for in this Indenture, or
reduce the requirements of Section 1504 for quorum or
voting, or

(3) modify any of the provisions of this Section,
Section 513 or Section 1013, except to increase the
required percentage to effect such action or to provide
that certain other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of
each Outstanding Security affected thereby.

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

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

SECTION 903. Execution of Supplemental Indentures.
In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the
modification thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

SECTION 904. Effect of Supplemental Indentures. Upon
the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and
such supplemental indenture shall form a part of this Indenture
for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder and any coupon
appertaining thereto shall be bound thereby.

SECTION 905. Conformity with Trust Indenture Act.
Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act as
then in effect.

SECTION 906. Reference in Securities to Supplemental
Indentures. Securities of any series authenticated and
delivered after the execution of any supplemental indenture
pursuant to this Article may, and shall, if required by the
Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal, Premium, if any,
Interest and Additional Amounts. The Company covenants and
agrees for the benefit of the Holders of each series of
Securities that it will duly and punctually pay the principal of
(and premium, if any) and interest on and any Additional Amounts
payable in respect of the Securities of that series in
accordance with the terms of such series of Securities, any
coupons appertaining thereto and this Indenture. Unless
otherwise specified as contemplated by Section 301 with respect
to any series of Securities, any interest due on and any
Additional Amounts payable in respect of Bearer Securities on or
before Maturity, other than Additional Amounts, if any, payable
as provided in Section 1011 in respect of principal of (or
premium, if any, on) such a Security, shall be payable only upon
presentation and surrender of the several coupons for such
interest installments as are evidenced thereby as they severally
mature. Unless otherwise specified with respect to Securities
of any series pursuant to Section 301, at the option of the
Company, all payments of principal may be paid by check to the
registered Holder of the Registered Security or other person
entitled thereto against surrender of such Security.

SECTION 1002. Maintenance of Office or Agency. If
Securities of a series are issuable only as Registered Securi-
ties, the Company shall maintain in each Place of Payment for
any series of Securities an office or agency where Securities of
that series may be presented or surrendered for payment or
conversion, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served. If Securities of
a series are issuable as Bearer Securities, the Company will
maintain: (A) in the Borough of Manhattan, The City of New
York, an office or agency where any Registered Securities of
that series may be presented or surrendered for payment or
conversion, where any Registered Securities of that series may
be surrendered for registration of transfer, where Securities of
that series may be surrendered for exchange, where notices and
demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served and where Bearer
Securities of that series and related coupons may be presented
or surrendered for payment or conversion in the circumstances
described in the following paragraph (and not otherwise); (B)
subject to any laws or regulations applicable thereto, in a
Place of Payment for that series which is located outside the
United States, an office or agency where Securities of that
series and related coupons may be presented and surrendered for
payment (including payment of any Additional Amounts payable on
Securities of that series pursuant to Section 1011) or
conversion; provided, however, that if the Securities of that
series are listed on the Luxembourg Stock Exchange or any other
stock exchange located outside the United States and such stock
exchange shall so require, the Company will maintain a Paying
Agent for the Securities of that series in Luxembourg or any
other required city located outside the United States, as the
case may be, so long as the Securities of that series are listed
on such exchange; and (C) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series
located outside the United States an office or agency where any
Registered Securities of that series may be surrendered for
registration of transfer, where Securities of that series may be
surrendered for exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in
the location, of each such office or agency. If at any time the
Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may
be made or served at the Corporate Trust Office of the Trustee,
except that Bearer Securities of that series and the related
coupons may be presented and surrendered for payment (including
payment of any Additional Amounts payable on Bearer Securities
of that series pursuant to Section 1011) or conversion at the
offices specified in the Security, in London, England, and the
Company hereby appoints the same as its agent to receive such
respective presentations, surrenders, notices and demands, and
the Company hereby appoints the Trustee its agent to receive all
such presentations, surrenders, notices and demands.

Unless otherwise specified with respect to any
Securities pursuant to Section 301, no payment of principal,
premium or interest on or Additional Amounts in respect of
Bearer Securities shall be made at any office or agency of the
Company in the United States or by check mailed to any address
in the United States or by transfer to an account maintained
with a bank located in the United States; provided, however,
that, if the Securities of a series are payable in Dollars,
payment of principal of and any premium and interest on any
Bearer Security (including any Additional Amounts payable on
Securities of such series pursuant to Section 1011) shall be
made at the office of the Company's Paying Agent in the Borough
of Manhattan, The City of New York, if (but only if) payment in
Dollars of the full amount of such principal, premium, interest
or Additional Amounts, as the case may be, at all offices or
agencies outside the United States maintained for the purpose by
the Company in accordance with this Indenture, is illegal or
effectively precluded by exchange controls or other similar
restrictions.

The Company may from time to time designate one or
more other offices or agencies where the Securities of one or
more series may be presented or surrendered for any or all of
such purposes, and may from time to time rescind such
designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in accordance with
the requirements set forth above for Securities of any series
for such purposes. The Company will give prompt written notice
to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.
Unless otherwise specified with respect to any Securities
pursuant to Section 301 with respect to a series of Securities,
the Company hereby designates as a Place of Payment for each
series of Securities the office or agency of the Company in the
Borough of Manhattan, The City of New York, and initially
appoints the Trustee at its Corporate Trust Office as Paying
Agent in such city and as its agent to receive all such
presentations, surrenders, notices and demands.

Unless otherwise specified with respect to any Securi-
ties pursuant to Section 301, if and so long as the Securities
of any series (i) are denominated in a Foreign Currency or (ii)
may be payable in a Foreign Currency, or so long as it is
required under any other provision of the Indenture, then the
Company will maintain with respect to each such series of
Securities, or as so required, at least one exchange rate agent.

SECTION 1003. Money for Securities Payments to Be
Held in Trust. If the Company shall at any time act as its own
Paying Agent with respect to any series of any Securities and
any related coupons, it will, on or before each due date of the
principal of (and premium, if any), or interest on or Additional
Amounts in respect of, any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons
entitled thereto a sum in the currency or currencies, currency
unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such
series) sufficient to pay the principal (and premium, if any) or
interest or Additional Amounts so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein
provided, and will promptly notify the Trustee of its action or
failure so to act.

Whenever the Company shall have one or more Paying
Agents for any series of Securities and any related coupons, it
will, on or before each due date of the principal of (and
premium, if any), or interest on or Additional Amounts in
respect of, any Securities of that series, deposit with a Paying
Agent a sum (in the currency or currencies, currency unit or
units or composite currency or currencies described in the
preceding paragraph) sufficient to pay the principal (and
premium, if any) or interest or Additional Amounts, so becoming
due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest or Additional
Amounts and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or
failure so to act.

The Company will cause each Paying Agent other than
the Trustee to execute and deliver to the Trustee an instrument
in which such Paying Agent shall agree with the Trustee, subject
to the provisions of this Section, that such Paying Agent will

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

(2) give the Trustee notice of any default by the
Company (or any other obligor upon the Securities) in the
making of any such payment of principal (and premium, if
any) or interest; and

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

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

Except as otherwise provided in the Securities of any
series, any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of
the principal of (and premium, if any) or interest on, or any
Additional Amounts in respect of, any Security of any series and
remaining unclaimed for two years after such principal (and
premium, if any), interest or Additional Amounts has become due
and payable shall be paid to the Company upon Company Request or
(if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment
of such principal of (and premium, if any) or interest on, or
any Additional Amounts in respect of, any Security, without
interest thereon, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of
the Company cause to be published once, in an Authorized
Newspaper, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30
days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Company.

SECTION 1004. Limitations on Incurrence of Debt. (a)
The Company will not, and will not permit any Subsidiary to,
incur any Debt if, immediately after giving effect to the
incurrence of such additional Debt and the application of the
proceeds thereof, the aggregate principal amount of all out-
standing Debt of the Company and its Subsidiaries on a consoli-
dated basis determined in accordance with GAAP is greater than
65% of the sum of (i) the Company's Total Assets as of the end
of the calendar quarter covered in the Company's Annual Report
on Form 10-K or Quarterly Report on Form 10-Q, as the case may
be, most recently filed with the Commission (or, if such filing
is not permitted under the Securities Exchange Act of 1934, with
the Trustee) prior to the incurrence of such additional Debt,
(ii) the purchase price of any real estate assets or mortgages
receivable acquired by the Company or any Subsidiary since the
end of such calendar quarter, including those obtained in
connection with the incurrence of such additional Debt and (iii)
the amount of any securities offering proceeds received by the
Company or any Subsidiary since the end of such calendar quarter
(to the extent that such proceeds were not used to acquire such
real estate assets or mortgages receivable or used to reduce
Debt).

(b) In addition to the limitation set forth in
subsection (a) of this Section 1004, the Company will not, and
will not permit any Subsidiary to, incur any Debt if
Consolidated Income Available for Debt Service for any 12
consecutive calendar months within the 15 calendar months
immediately preceding the date on which such additional Debt is
to be incurred shall have been less than 1.5 times the Maximum
Annual Service Charge on the Debt of the Company and all
Subsidiaries to be outstanding immediately after the incurring
of such additional Debt.

(c) In addition to the limitations set forth in
subsections (a) and (b) of this Section 1004, the Company will
not, and will not permit any Subsidiary to, incur any Debt
secured by any mortgage, lien, charge, pledge, encumbrance or
security interest of any kind upon any of the property of the
Company or any Subsidiary, whether owned at the date hereof or
hereafter acquired, if, immediately after giving effect to the
incurrence of such additional Debt and the application of the
proceeds thereof, the aggregate principal amount of all
outstanding Debt of the Company and its Subsidiaries on a
consolidated basis which is secured by any mortgage, lien,
charge, pledge, encumbrance or security interest on property of
the Company or any Subsidiary is greater than 40% of the sum of
(i) the Company's Total Assets as of the end of the calendar
quarter covered in the Company's Annual Report on Form 10-K or
Quarterly Report on Form 10-Q, as the case may be, most recently
filed with the Commission (or, if such filing is not permitted
under the Securities Exchange Act of 1934, with the Trustee)
prior to the incurrence of such additional Debt, (ii) the
purchase price of any real estate assets or mortgages receivable
acquired by the Company or any Subsidiary since the end of such
calendar quarter, including those obtained in connection with
the incurrence of such additional Debt and (iii) the amount of
any securities offering proceeds received by the Company or any
Subsidiary since the end of such calendar quarter (to the extent
that such proceeds were not used to acquire such real estate
assets or mortgages receivable or used to reduce Debt).

(d) For purposes of this Section 1004, Debt shall be
deemed to be "incurred" by the Company or a Subsidiary whenever
the Company or such Subsidiary shall create, assume, guarantee
or otherwise become liable in respect thereof.

SECTION 1005. Existence. Subject to Article Eight,
the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises;
provided, however, that the Company shall not be required to
preserve any right or franchise if the Board of Trustees shall
determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the
Holders.

SECTION 1006. Maintenance of Properties. The Company
will cause all of its properties used or useful in the conduct
of its business or the business of any Subsidiary to be
maintained and kept in good condition, repair and working order
and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments
and improvements thereof, all as in the judgment of the Company
may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all
times; provided, however, that nothing in this Section shall
prevent the Company or any Subsidiary from selling or otherwise
disposing for value its properties in the ordinary course of its
business.

SECTION 1007. Insurance. The Company will, and will
cause each of its Subsidiaries to, keep all of its insurable
properties adequately insured against loss or damage with
insurers of recognized responsibility and having an A.M. Best
policy holder's rating of not less than A-:V.

SECTION 1008. Payment of Taxes and Other Claims. The
Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assess-
ments and governmental charges levied or imposed upon it or any
Subsidiary or upon the income, profits or property of the
Company or any Subsidiary, and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a
lien upon the property of the Company or any Subsidiary unless
such lien would not have a material adverse effect upon such
property; provided, however, that the Company shall not be
required to pay or discharge or cause to be paid or discharged
any such tax, assessment, charge or claim (i) whose amount,
applicability or validity is being contested in good faith by
appropriate proceedings or (ii) for which the Company has set
apart and maintains an adequate reserve.

SECTION 1009. Provision of Financial Information.
Whether or not the Company is subject to Section 13 or 15(d) of
the Securities Exchange Act of 1934, the Company will, to the
extent permitted under the Securities Exchange Act of 1934, file
with the Commission the annual reports, quarterly reports and
other documents which the Company would have been required to
file with the Commission pursuant to such Section 13 or 15(d) if
the Company were so subject, such documents to be filed with the
Commission on or prior to the respective dates (the "Required
Filing Dates") by which the Company would have been required so
to file such documents if the Company were so subject.

The Company will also in any event (x) within 15 days
of each Required Filing Date (i) transmit by mail to all
Holders, as their names and addresses appear in the Security
Register, without cost to such Holders, copies of the annual
reports and quarterly reports which the Company would have been
required to file with the Commission pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 if the Company were
subject to such Sections, and (ii) file with the Trustee copies
of the annual reports, quarterly reports and other documents
which the Company would have been required to file with the
Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 if the Company were subject to such
Sections and (y) if filing such documents by the Company with
the Commission is not permitted under the Securities Exchange
Act of 1934, promptly upon written request and payment of the
reasonable cost of duplication and delivery, supply copies of
such documents to any prospective Holder.

SECTION 1010. Statement as to Compliance. The
Company will deliver to the Trustee, within 120 days after the
end of each fiscal year, a brief certificate from the principal
executive officer, principal financial officer or principal
accounting officer as to his or her knowledge of the Company's
compliance with all conditions and covenants under this
Indenture and, in the event of any noncompliance, specifying
such noncompliance and the nature and status thereof. For
purposes of this Section 1010, such compliance shall be
determined without regard to any period of grace or requirement
of notice under this Indenture.

SECTION 1011. Additional Amounts. If any Securities
of a series provide for the payment of Additional Amounts, the
Company will pay to the Holder of any Security of such series or
any coupon appertaining thereto Additional Amounts as may be
specified as contemplated by Section 301. Whenever in this
Indenture there is mentioned, in any context except in the case
of Section 502(1), the payment of the principal of or any
premium or interest on, or in respect of, any Security of any
series or payment of any related coupon or the net proceeds
received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment
of Additional Amounts provided by the terms of such series
established pursuant to Section 301 to the extent that, in such
context, Additional Amounts are, were or would be payable in
respect thereof pursuant to such terms and express mention of
the payment of Additional Amounts (if applicable) in any
provisions hereof shall not be construed as excluding Additional
Amounts in those provisions hereof where such express mention is
not made.

Except as otherwise specified as contemplated by
Section 301, if the Securities of a series provide for the
payment of Additional Amounts, at least 10 days prior to the
first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of
principal and any premium is made), and at least 10 days prior
to each date of payment of principal and any premium or interest
if there has been any change with respect to the matters set
forth in the below-mentioned Officers' Certificate, the Company
will furnish the Trustee and the Company's principal Paying
Agent or Paying Agents, if other than the Trustee, with an
Officers' Certificate instructing the Trustee and such Paying
Agent or Paying Agents whether such payment of principal of and
any premium or interest on the Securities of that series shall
be made to Holders of Securities of that series or any related
coupons who are not United States persons without withholding
for or on account of any tax, assessment or other governmental
charge described in the Securities of the series. If any such
withholding shall be required, then such Officers' Certificate
shall specify by country the amount, if any, required to be
withheld on such payments to such Holders of Securities of that
series or related coupons and the Company will pay to the
Trustee or such Paying Agent the Additional Amounts required by
the terms of such Securities. In the event that the Trustee or
any Paying Agent, as the case may be, shall not so receive the
above-mentioned certificate, then the Trustee or such Paying
Agent shall be entitled (i) to assume that no such withholding
or deduction is required with respect to any payment of
principal or interest with respect to any Securities of a series
or related coupons until it shall have received a certificate
advising otherwise and (ii) to make all payments of principal
and interest with respect to the Securities of a series or
related coupons without withholding or deductions until
otherwise advised. The Company covenants to indemnify the
Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred
without negligence or bad faith on their part arising out of or
in connection with actions taken or omitted by any of them or in
reliance on any Officers' Certificate furnished pursuant to this
Section or in reliance on the Company's not furnishing such an
Officers' Certificate.

SECTION 1012. Waiver of Certain Covenants. The
Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 1004 to 1010,
inclusive, if before or after the time for such compliance the
Holders of at least a majority in principal amount of all
outstanding Securities of such series, by Act of such Holders,
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 so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties
of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article. Securities
of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except
as otherwise specified as contemplated by Section 301 for
Securities of any series) in accordance with this Article.

SECTION 1102. Election to Redeem; Notice to Trustee.
The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any
redemption at the election of the Company of less than all of
the Securities of any series, the Company shall, at least 45
days prior to the giving of the notice of redemption in Section
1104 (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date and of the
principal amount of Securities of such series to be redeemed.
In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

SECTION 1103. Selection by Trustee of Securities to
Be Redeemed. If less than all the Securities of any series
issued on the same day with the same terms are to be redeemed,
the particular Securities to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series issued on such
date with the same terms not previously called for redemption,
by such method as the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for
Securities of that series.

The Trustee shall promptly notify the Company and the
Security Registrar (if other than itself) in writing of the
Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount
thereof to be redeemed.

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

SECTION 1104. Notice of Redemption. Notice of
redemption shall be given in the manner provided in Section 106,
not less than 30 days nor more than 60 days prior to the
Redemption Date, unless a shorter period is specified by the
terms of such series established pursuant to Section 301, to
each Holder of Securities to be redeemed, but failure to give
such notice in the manner herein provided to the Holder of any
Security designated for redemption as a whole or in part, or any
defect in the notice to any such Holder, shall not affect the
validity of the proceedings for the redemption of any other such
Security or portion thereof.

Any notice that is mailed to the Holders of Registered
Securities in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holder
receives the notice.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price, accrued interest to the
Redemption Date payable as provided in Section 1106, if
any, and Additional Amounts, if any,

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

(4) in case any Security is to be redeemed in part
only, the notice which relates to such Security shall state
that on and after the Redemption Date, upon surrender of
such Security, the holder will receive, without a charge, a
new Security or Securities of authorized denominations for
the principal amount thereof remaining unredeemed,

(5) that on the Redemption Date the Redemption Price
and accrued interest to the Redemption Date payable as
provided in Section 1106, if any, will become due and
payable upon each such Security, or the portion thereof, to
be redeemed and, if applicable, that interest thereon shall
cease to accrue on and after said date,

(6) the Place or Places of Payment where such
Securities, together in the case of Bearer Securities with
all coupons appertaining thereto, if any, maturing after
the Redemption Date, are to be surrendered for payment of
the Redemption Price and accrued interest, if any, or for
conversion,

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

(8) that, unless otherwise specified in such notice,
Bearer Securities of any series, if any, surrendered for
redemption must be accompanied by all coupons maturing sub-
sequent to the date fixed for redemption or the amount of
any such missing coupon or coupons will be deducted from
the Redemption Price, unless security or indemnity
satisfactory to the Company, the Trustee for such series
and any Paying Agent is furnished,

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

(10) the CUSIP number of such Security, if any, and

(11) if applicable, that a Holder of Securities who
desires to convert Securities for redemption must satisfy
the requirements for conversion contained in such
Securities, the then existing conversion price or rate, and
the date and time when the option to convert shall expire.

Notice of redemption of Securities to be redeemed
shall be given by the Company or, at the Company's request, by
the Trustee in the name and at the expense of the Company.

SECTION 1105. Deposit of Redemption Price. At least
one Business Day prior to any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, which it may not do
in the case of a sinking fund payment under Article Twelve,
segregate and hold in trust as provided in Section 1003) an
amount of money in the currency or currencies, currency unit or
units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such
series) sufficient to pay on the Redemption Date the Redemption
Price of, and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on, all the Securities
or portions thereof which are to be redeemed on that date.

SECTION 1106. Securities Payable on Redemption Date.
Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified
in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such
series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series) (together with
accrued interest, if any, to the Redemption Date), and from and
after such date (unless the Company shall default in the payment
of the Redemption Price and accrued interest) such Securities
shall, if the same were interest-bearing, cease to bear interest
and the coupons for such interest appertaining to any Bearer
Securities so to be redeemed, except to the extent provided
below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all
coupons, if any, appertaining thereto maturing after the
Redemption Date, such Security shall be paid by the Company at
the Redemption Price, together with accrued interest, if any, to
the Redemption Date; provided, however, that installments of
interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office
or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and
surrender of coupons for such interest; and provided further
that, except as otherwise provided with respect to Securities
convertible into Common Shares or Preferred Shares, installments
of interest on Registered Securities whose Stated Maturity is on
or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant
Record Dates according to their terms and the provisions of
Section 307.

If any Bearer Security surrendered for redemption
shall not be accompanied by all appurtenant coupons maturing
after the Redemption Date, such Security may be paid after
deducting from the Redemption Price an amount equal to the face
amount of all such missing coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the
Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent
harmless. If thereafter the Holder of such Security shall
surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from
the Redemption Price, such Holder shall be entitled to receive
the amount so deducted; provided, however, that interest
represented by coupons shall be payable only at an office or
agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and
surrender of those coupons.

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

SECTION 1107. Securities Redeemed in Part. Any
Registered Security which is to be redeemed only in part
(pursuant to the provisions of this Article or of Article
Twelve) shall be surrendered at a Place of Payment therefor
(with, if the Company or the Trustee so requires, due endorse-
ment by, or a written instrument of transfer in form satisfac-
tory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing) and the
Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge a
new Security or Securities of the same series, of any authorized
denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of
the principal of the Security so surrendered.

ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. Applicability of Article. The
provisions of this Article shall be applicable to any sinking
fund for the retirement of Securities of a series except as
otherwise specified as contemplated by Section 301 for
Securities of such series.

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

SECTION 1202. Satisfaction of Sinking Fund Payments
with Securities. The Company may, in satisfaction of all or any
part of any mandatory sinking fund payment with respect to the
Securities of a series, (1) deliver Outstanding Securities of
such series (other than any previously called for redemption)
together in the case of any Bearer Securities of such series
with all unmatured coupons appertaining thereto and (2) apply as
a credit Securities of such series which have been redeemed
either at the election of the Company pursuant to the terms of
such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities,
as provided for by the terms of such Securities, or which have
otherwise been acquired by the Company; provided that such
Securities so delivered or applied as a credit have not been
previously so credited. Such Securities shall be received and
credited for such purpose by the Trustee at the applicable
Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such
mandatory sinking fund payment shall be reduced accordingly.

SECTION 1203. Redemption of Securities for Sinking
Fund. Not less than 60 days prior to each sinking fund payment
date for Securities of any series, the Company will deliver to
the Trustee an Officers' Certificate specifying the amount of
the next ensuing mandatory sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if
any, which is to be satisfied by payment of cash in the currency
or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the
Securities of such series) and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 1202, and the optional
amount, if any, to be added in cash to the next ensuing
mandatory sinking fund payment, and will also deliver to the
Trustee any Securities to be so delivered and credited. If such
Officers' Certificate shall specify an optional amount to be
added in cash to the next ensuing mandatory sinking fund
payment, the Company shall thereupon be obligated to pay the
amount therein specified. Not less than 30 days before each
such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in
the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 1104. Such
notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in
Sections 1106 and 1107.

ARTICLE THIRTEEN

REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301. Applicability of Article. Repayment of
Securities of any series before their Stated Maturity at the
option of Holders thereof shall be made in accordance with the
terms of such Securities, if any, and (except as otherwise
specified by the terms of such series established pursuant to
Section 301) in accordance with this Article.

SECTION 1302. Repayment of Securities. Securities of
any series subject to repayment in whole or in part at the
option of the Holders thereof will, unless otherwise provided in
the terms of such Securities, be repaid at a price equal to the
principal amount thereof, together with interest, if any,
thereon accrued to the Repayment Date specified in or pursuant
to the terms of such Securities. The Company covenants that at
least one Business Day prior to the Repayment Date it will
deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in
trust as provided in Section 1003) an amount of money in the
currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series
are payable (except as otherwise specified pursuant to Section
301 for the Securities of such series) sufficient to pay the
principal (or, if so provided by the terms of the Securities of
any series, a percentage of the principal) of, and (except if
the Repayment Date shall be an Interest Payment Date) accrued
interest on, all the Securities or portions thereof, as the case
may be, to be repaid on such date.

SECTION 1303. Exercise of Option. Securities of any
series subject to repayment at the option of the Holders thereof
will contain an "Option to Elect Repayment" form on the reverse
of such Securities. In order for any Security to be repaid at
the option of the Holder, the Trustee must receive at the Place
of Payment therefor specified in the terms of such Security (or
at such other place or places of which the Company shall from
time to time notify the Holders of such Securities) not earlier
than 60 days nor later than 30 days prior to the Repayment Date
(1) the Security so providing for such repayment together with
the "Option to Elect Repayment" form on the reverse thereof duly
completed by the Holder (or by the Holder's attorney duly
authorized in writing) or (2) a telegram, telex, facsimile
transmission or a letter from a member of a national securities
exchange, or the National Association of Securities Dealers,
Inc. ("NASD"), or a commercial bank or trust company in the
United States setting forth the name of the Holder of the
Security, the principal amount of the Security, the principal
amount of the Security to be repaid, the CUSIP number, if any,
or a description of the tenor and terms of the Security, a
statement that the option to elect repayment is being exercised
thereby and a guarantee that the Security to be repaid, together
with the duly completed form entitled "Option to Elect
Repayment" on the reverse of the Security, will be received by
the Trustee not later than the fifth Business Day after the date
of such telegram, telex, facsimile transmission or letter;
provided, however, that such telegram, telex, facsimile
transmission or letter shall only be effective if such Security
and form duly completed are received by the Trustee by such
fifth Business Day. If less than the entire principal amount of
such Security is to be repaid in accordance with the terms of
such Security, the principal amount of such Security to be
repaid, in increments of the minimum denomination for Securities
of such series, and the denomination or denominations of the
Security or Securities to be issued to the Holder for the
portion of the principal amount of such Security surrendered
that is not to be repaid, must be specified. The principal
amount of any Security providing for repayment at the option of
the Holder thereof may not be repaid in part if, following such
repayment, the unpaid principal amount of such Security would be
less than the minimum authorized denomination of Securities of
the series of which such Security to be repaid is a part.
Except as otherwise may be provided by the terms of any Security
providing for repayment at the option of the Holder thereof,
exercise of the repayment option by the Holder shall be irrevo-
cable unless waived by the Company.

SECTION 1304. When Securities Presented for Repayment
Become Due and Payable. If Securities of any series providing
for repayment at the option of the Holders thereof shall have
been surrendered as provided in this Article and as provided by
or pursuant to the terms of such Securities, such Securities or
the portions thereof, as the case may be, to be repaid shall
become due and payable and shall be paid by the Company on the
Repayment Date therein specified, and on and after such
Repayment Date (unless the Company shall default in the payment
of such Securities on such Repayment Date) such Securities
shall, if the same were interest-bearing, cease to bear interest
and the coupons for such interest appertaining to any Bearer
Securities so to be repaid, except to the extent provided below,
shall be void. Upon surrender of any such Security for
repayment in accordance with such provisions, together with all
coupons, if any, appertaining thereto maturing after the
Repayment Date, the principal amount of such Security so to be
repaid shall be paid by the Company, together with accrued
interest, if any, to the Repayment Date; provided, however, that
coupons whose Stated Maturity is on or prior to the Repayment
Date shall be payable only at an office or agency located
outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified pursuant to
Section 301, only upon presentation and surrender of such
coupons; and provided further that, in the case of Registered
Securities, installments of interest, if any, whose Stated
Maturity is on or prior to the Repayment Date shall be payable
(but without interest thereon, unless the Company shall default
in the payment thereof) to the Holders of such Securities, or
one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to
their terms and the provisions of Section 307.

If any Bearer Security surrendered for repayment shall
not be accompanied by all appurtenant coupons maturing after the
Repayment Date, such Security may be paid after deducting from
the amount payable therefor as provided in Section 1302 an
amount equal to the face amount of all such missing coupons, or
the surrender of such missing coupon or coupons may be waived by
the Company and the Trustee if there shall be furnished to them
such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of
such Security shall surrender to the Trustee or any Paying Agent
any such missing coupon in respect of which a deduction shall
have been made as provided in the preceding sentence, such
Holder shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons shall be
payable only at an office or agency located outside the United
States (except as otherwise provided in Section 1002) and,
unless otherwise specified as contemplated by Section 301, only
upon presentation and surrender of those coupons.

If the principal amount of any Security surrendered
for repayment shall not be so repaid upon surrender thereof,
such principal amount (together with interest, if any, thereon
accrued to such Repayment Date) shall, until paid, bear interest
from the Repayment Date at the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) set
forth in such Security.

SECTION 1305. Securities Repaid in Part. Upon
surrender of any Registered Security which is to be repaid in
part only, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without
service charge and at the expense of the Company, a new
Registered Security or Securities of the same series, of any
authorized denomination specified by the Holder, in an aggregate
principal amount equal to and in exchange for the portion of the
principal of such Security so surrendered which is not to be
repaid.

ARTICLE FOURTEEN

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401. Applicability of Article; Company's
Option to Effect Defeasance or Covenant Defeasance. If,
pursuant to Section 301, provision is made for either or both of
(a) defeasance of the Securities of or within a series under
Section 1402 or (b) covenant defeasance of the Securities of or
within a series under Section 1403, then the provisions of such
Section or Sections, as the case may be, together with the other
provisions of this Article (with such modifications thereto as
may be specified pursuant to Section 301 with respect to any
Securities), shall be applicable to such Securities and any
coupons appertaining thereto, and the Company may at its option
by Board Resolution, at any time, with respect to such
Securities and any coupons appertaining thereto, elect to have
Section 1402 (if applicable) or Section 1403 (if applicable) be
applied to such Outstanding Securities and any coupons
appertaining thereto upon compliance with the conditions set
forth below in this Article.

SECTION 1402. Defeasance and Discharge. Upon the
Company's exercise of the above option applicable to this
Section with respect to any Securities of or within a series,
the Company shall be deemed to have been discharged from its
obligations with respect to such Outstanding Securities and any
coupons appertaining thereto on the date the conditions set
forth in Section 1404 are satisfied (hereinafter, "defeasance").
For this purpose, such defeasance means that the Company shall
be deemed to have paid and discharged the entire indebtedness
represented by such Outstanding Securities and any coupons
appertaining thereto, which shall thereafter be deemed to be
"Outstanding" only for the purposes of Section 1405 and the
other Sections of this Indenture referred to in clauses (A) and
(B) below, and to have satisfied all of its other obligations
under such Securities and any coupons appertaining thereto and
this Indenture insofar as such Securities and any coupons
appertaining thereto are concerned (and the Trustee, at the
expense of the Company, 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 such Outstanding Securities and any
coupons appertaining thereto to receive, solely from the trust
fund described in Section 1404 and as more fully set forth in
such Section, payments in respect of the principal of (and
premium, if any) and interest, if any, on such Securities and
any coupons appertaining thereto when such payments are due, (B)
the Company's obligations with respect to such Securities under
Sections 305, 306, 1002 and 1003 and with respect to the payment
of Additional Amounts, if any, on such Securities as contem-
plated by Section 1011, (C) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and (D) this Article.
Subject to compliance with this Article Fourteen, the Company
may exercise its option under this Section notwithstanding the
prior exercise of its option under Section 1403 with respect to
such Securities and any coupons appertaining thereto.

SECTION 1403. Covenant Defeasance. Upon the
Company's exercise of the above option applicable to this
Section with respect to any Securities of or within a series,
the Company shall be released from its obligations under
Sections 1004 to 1009, inclusive, and, if specified pursuant to
Section 301, its obligations under any other covenant, with
respect to such Outstanding Securities and any coupons
appertaining thereto on and after the date the conditions set
forth in Section 1404 are satisfied (hereinafter, "covenant
defeasance"), and such Securities and any coupons appertaining
thereto shall thereafter be deemed to be not "Outstanding" for
the purposes of any direction, waiver, consent or declaration or
Act of Holders (and the consequences of any thereof) in
connection with Sections 1004 to 1009, inclusive, or such other
covenant, but shall continue to be deemed "Outstanding" for all
other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to such Outstanding
Securities and any coupons appertaining thereto, the Company may
omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such Section
or such other covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or
such other covenant or by reason of reference in any such
Section or such other covenant to any other provision herein or
in any other document and such omission to comply shall not
constitute a default or an Event of Default under Section 501(4)
or 501(8) or otherwise, as the case may be, but, except as
specified above, the remainder of this Indenture and such
Securities and any coupons appertaining thereto shall be
unaffected thereby.

SECTION 1404. Conditions to Defeasance or Covenant
Defeasance. The following shall be the conditions to
application of Section 1402 or Section 1403 to any Outstanding
Securities of or within a series and any coupons appertaining
thereto:

(a) The Company shall irrevocably have deposited or
caused to be deposited with the Trustee (or another trustee
satisfying the requirements of Section 607 who shall agree
to comply with the provisions of this Article Fourteen
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 Securities and any coupons appertaining
thereto, (1) an amount in such currency, currencies or
currency unit in which such Securities and any coupons
appertaining thereto are then specified as payable at
Stated Maturity, or (2) Government Obligations applicable
to such Securities and coupons appertaining thereto
(determined on the basis of the currency, currencies or
currency unit in which such Securities and coupons
appertaining thereto are then specified as payable at
Stated Maturity) 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 of principal of (and
premium, if any) and interest, if any, on such Securities
and any coupons appertaining thereto, money in an amount,
or (3) a combination thereof, in any case, in an amount,
sufficient, without consideration of any reinvestment of
such principal and interest, in the opinion of a nationally
recognized firm of independent public accountants expressed
in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied
by the Trustee (or other qualifying trustee) to pay and
discharge, (i) the principal of (and premium, if any) and
interest, if any, on such Outstanding Securities and any
coupons appertaining thereto on the Stated Maturity of such
principal or installment of principal or interest and (ii)
any mandatory sinking fund payments or analogous payments
applicable to such Outstanding Securities and any coupons
appertaining thereto on the day on which such payments are
due and payable in accordance with the terms of this
Indenture and of such Securities and any coupons apper-
taining thereto.

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

(c) No Event of Default or event which with notice or
lapse of time or both would become an Event of Default with
respect to such Securities and any coupons appertaining
thereto shall have occurred and be continuing on the date
of such deposit or, insofar as Sections 501(6) and 501(7)
are concerned, at any time during the period ending on the
91st day after the date of such deposit (it being
understood that this condition shall not be deemed
satisfied until the expiration of such period).

(d) In the case of an election under Section 1402,
the Company shall have delivered to the Trustee an Opinion
of Counsel stating that (i) the Company has received from,
or there has been published by, the Internal Revenue
Service a ruling, or (ii) since the date of execution of
this Indenture, there has been a change in the applicable
Federal income tax law, in either case to the effect that,
and based thereon such opinion shall confirm that, the
Holders of such Outstanding Securities and any coupons
appertaining thereto will not recognize income, gain or
loss for Federal income tax purposes as a result of such
defeasance and will be subject to Federal income tax on the
same amounts, in the same manner and at the same times as
would have been the case if such defeasance had not
occurred.

(e) In the case of an election under Section 1403,
the Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that the Holders of such
Outstanding Securities and any coupons appertaining thereto
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.

(f) The Company shall have delivered to the Trustee
an Officers' Certificate and an Opinion of Counsel, each
stating that all conditions precedent to the defeasance
under Section 1402 or the covenant defeasance under Section
1403 (as the case may be) have been complied with and an
Opinion of Counsel to the effect that either (i) as a
result of a deposit pursuant to subsection (a) above and
the related exercise of the Company's option under Section
1402 or Section 1403 (as the case may be), registration is
not required under the Investment Company Act of 1940, as
amended, by the Company, with respect to the trust funds
representing such deposit or by the Trustee for such trust
funds or (ii) all necessary registrations under said Act
have been effected.

(g) Notwithstanding any other provisions of this
Section, such defeasance or covenant defeasance shall be
effected in compliance with any additional or substitute
terms, conditions or limitations which may be imposed on
the Company in connection therewith pursuant to Section
301.

SECTION 1405. Deposited Money and Government
Obligations to Be Held in Trust; Other Miscellaneous Provisions.
Subject to the provisions of the last paragraph of Section 1003,
all money and Government Obligations (or other property as may
be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 1405, the
"Trustee") pursuant to Section 1404 in respect of any
Outstanding Securities of any series and any coupons
appertaining thereto shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities
and any coupons appertaining thereto and this Indenture, to the
payment, either directly or through any Paying Agent (including
the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities and any coupons
appertaining thereto of all sums due and to become due thereon
in respect of principal (and premium, if any) and interest and
Additional Amounts, if any, but such money need not be
segregated from other funds except to the extent required by
law.

Unless otherwise specified with respect to any
Security pursuant to Section 301, if, after a deposit referred
to in Section 1404(a) has been made, (a) the Holder of a
Security in respect of which such deposit was made is entitled
to, and does, elect pursuant to Section 301 or the terms of such
Security to receive payment in a currency or currency unit other
than that in which the deposit pursuant to Section 1404(a) has
been made in respect of such Security, or (b) a Conversion Event
occurs in respect of the currency or currency unit in which the
deposit pursuant to Section 1404(a) has been made, the
indebtedness represented by such Security and any coupons
appertaining thereto shall be deemed to have been, and will be,
fully discharged and satisfied through the payment of the
principal of (and premium, if any), and interest, if any, on
such Security as the same becomes due out of the proceeds
yielded by converting (from time to time as specified below in
the case of any such election) the amount or other property
deposited in respect of such Security into the currency or
currency unit in which such Security becomes payable as a result
of such election or Conversion Event based on the applicable
market exchange rate for such currency or currency unit in
effect on the second Business Day prior to each payment date,
except, with respect to a Conversion Event, for such currency or
currency unit in effect (as nearly as feasible) at the time of
the Conversion Event.

The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed
against the Government Obligations deposited pursuant to Section
1404 or the principal and interest received in respect thereof
other than any such tax, fee or other charge which by law is for
the account of the Holders of such Outstanding Securities and
any coupons appertaining thereto.

Anything in this Article to the contrary notwithstand-
ing, subject to Section 606, the Trustee shall deliver or pay to
the Company from time to time upon Company Request any money or
Government Obligations (or other property and any proceeds
therefrom) held by it as provided in Section 1404 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 a
defeasance or covenant defeasance, as applicable, in accordance
with this Article.

ARTICLE FIFTEEN

MEETINGS OF HOLDERS OF SECURITIES

SECTION 1501. Purposes for Which Meetings May Be
Called. A meeting of Holders of Securities of any series may be
called at any time and from time to time pursuant to this
Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be made, given or taken by
Holders of Securities of such series.

SECTION 1502. Call, Notice and Place of Meetings.
(a) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section
1501, to be held at such time and at such place in the Borough
of Manhattan, The City of New York, or in London as the Trustee
shall determine. Notice of every meeting of Holders of
Securities of any series, setting forth the time and the place
of such meeting and in general terms the action proposed to be
taken at such meeting, shall be given, in the manner provided in
Section 106, not less than 21 nor more than 180 days prior to
the date fixed for the meeting.

(b) In case at any time the Company, pursuant to a
Board Resolution, or the Holders of at least 10% in principal
amount of the Outstanding Securities of any series shall have
requested the Trustee to call a meeting of the Holders of
Securities of such series for any purpose specified in Section
1501, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee
shall not have made the first publication of the notice of such
meeting within 21 days after receipt of such request or shall
not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities
of such series in the amount above specified, as the case may
be, may determine the time and the place in the Borough of
Manhattan, The City of New York, or in London for such meeting
and may call such meeting for such purposes by giving notice
thereof as provided in subsection (a) of this Section.

SECTION 1503. Persons Entitled to Vote at Meetings.
To be entitled to vote at any meeting of Holders of Securities
of any series, a Person shall be (1) a Holder of one or more
Outstanding Securities of such series, or (2) a Person appointed
by an instrument in writing as proxy for a Holder or Holders of
one or more Outstanding Securities of such series by such Holder
or Holders. The only Persons who shall be entitled to be
present or to speak at any meeting of Holders of Securities of
any series shall be the Persons entitled to vote at such meeting
and their counsel, any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.

SECTION 1504. Quorum; Action. The Persons entitled
to vote a majority in principal amount of the Outstanding
Securities of a series shall constitute a quorum for a meeting
of Holders of Securities of such series; provided, however, that
if any action is to be taken at such meeting with respect to a
consent or waiver which this Indenture expressly provides may be
given by the Holders of not less than a specified percentage in
principal amount of the Outstanding Securities of a series, the
Persons entitled to vote such specified percentage in principal
amount of the Outstanding Securities of such series shall
constitute a quorum. In the absence of a quorum within 30
minutes after the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of
Securities of such series, be dissolved. In any other case the
meeting may be adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any
such adjourned meeting, such adjourned meeting may be further
adjourned for a period of not less than 10 days as determined by
the chairman of the meeting prior to the adjournment of such
adjourned meeting. Notice of the reconvening of any adjourned
meeting shall be given as provided in Section 1502(a), except
that such notice need be given only once not less than five days
prior to the date on which the meeting is scheduled to be
reconvened. Notice of the reconvening of any adjourned meeting
shall state expressly the percentage, as provided above, of the
principal amount of the Outstanding Securities of such series
which shall constitute a quorum.

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

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

Notwithstanding the foregoing provisions of this
Section 1504, if any action is to be taken at a meeting of
Holders of Securities of any series with respect to any request,
demand, authorization, direction, notice, consent, waiver or
other action that this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage in
principal amount of all Outstanding Securities affected thereby,
or of the Holders of such series and one or more additional
series:

(i) there shall be no minimum quorum requirement for
such meeting; and

(ii) the principal amount of the Outstanding
Securities of such series that vote in favor of such
request, demand, authorization, direction, notice, consent,
waiver or other action shall be taken into account in
determining whether such request, demand, authorization,
direction, notice, consent, waiver or other action has been
made, given or taken under this Indenture.

SECTION 1505. Determination of Voting Rights; Conduct
and Adjournment of Meetings. (a) Notwithstanding any provi-
sions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders
of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and
in regard to the appointment and duties of inspectors of votes,
the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appro-
priate. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the
manner specified in Section 104 and the appointment of any proxy
shall be proved in the manner specified in Section 104 or by
having the signature of the Person executing the proxy witnessed
or guaranteed by any trust company, bank or banker authorized by
Section 104 to certify to the holding of Bearer Securities.
Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and
genuine without the proof specified in Section 104 or other
proof.

(b) The Trustee shall, by an instrument in writing
appoint a temporary chairman of the meeting, unless the meeting
shall have been called by the Company or by Holders of
Securities as provided in Section 1502(b), in which case the
Company or the Holders of Securities of the series calling the
meeting, as the case may be, shall in like manner appoint a
temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the
meeting.

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

(d) Any meeting of Holders of Securities of any
series duly called pursuant to Section 1502 at which a quorum is
present may be adjourned from time to time by Persons entitled
to vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting, and the
meeting may be held as so adjourned without further notice.

SECTION 1506. Counting Votes and Recording Action of
Meetings. The vote upon any resolution submitted to any meeting
of Holders of Securities of any series shall be by written
ballots on which shall be subscribed the signatures of the
Holders of Securities of such series or of their representatives
by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by
them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and
file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A
record, at least in duplicate, of the proceedings of each
meeting of Holders of Securities of any Series shall be prepared
by the secretary of the meeting and there shall be attached to
said record the original reports of the inspectors of votes on
any vote by ballot taken thereat and affidavits by one or more
persons having knowledge of the fact, setting forth a copy of
the notice of the meeting and showing that said notice was given
as provided in Section 1502 and, if applicable, Section 1504.
Each copy shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company and another to the
Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting. Any record
so signed and verified shall be conclusive evidence of the
matters therein stated.

* * * * *

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

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

NEW PLAN REALTY TRUST

By:____________________________
[SEAL] Title:

Attest:

____________________________
Title:

_____________________________
as Trustee

By:___________________________
Title:

[SEAL]

Attest:

____________________________
Title:<PAGE>

STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )

On the _____ day of ____________, 1994, before me
personally came ___________________, to me known, who, being by
me duly sworn, did depose and say that he/she resides at
_________________, ____________ ________, that he/she is
_______________ of NEW PLAN REALTY TRUST, one of the
corporations described in and which executed the foregoing
instrument; that he/she knows the seal of said corporation; that
the seal affixed to said instrument is such corporate seal; that
it was so affixed by authority of the Board of Trustees of said
corporation, and that he/she signed his/her name thereto by like
authority.

[Notarial Seal]

_________________________
Notary Public
COMMISSION EXPIRES

STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )

On the _____ day of ____________, 1994, before me per-
sonally came ___________________, to me known, who, being by me
duly sworn, did depose and say that he/she resides at
____________________, that he/she is a ________________ of
____________________________, one of the corporations described
in and which executed the foregoing instrument; that he/she
knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed
by authority of the Board of Directors of said corporation, and
that he/she signed his/her name thereto by like authority.

[Notarial Seal]

_________________________
Notary Public
COMMISSION EXPIRES
<PAGE>
EXHIBIT A

FORMS OF CERTIFICATION

EXHIBIT A-1

FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
PAYABLE PRIOR TO THE EXCHANGE DATE

CERTIFICATE

[Insert title or sufficient description of Securities to be
delivered]

This is to certify that, as of the date hereof, and
except as set forth below, the above-captioned Securities held
by you for our account (i) are owned by person(s) that are not
citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the
income of which is subject to United States federal income
taxation regardless of its source ("United States person(s)"),
(ii) are owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations
Section 2.165-12(c)(1)(v) are herein referred to as "financial
institutions") purchasing for their own account or for resale,
or (b) United States person(s) who acquired the Securities
through foreign branches of United States financial institutions
and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b),
each such United States financial institution hereby agrees, on
its own behalf or through its agent, that you may advise New
Plan Realty Trust or its agent that such financial institution
will comply with the requirements of Section 165(j)(3)(A), (B)
or (C) of the United States Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by
United States or foreign financial institution(s) for purposes
of resale during the restricted period (as defined in United
States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, in addition, if the owner is a United States or foreign
financial institution described in clause (iii) above (whether
or not also described in clause (i) or (ii)), this is to further
certify that such financial institution has not acquired the
Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or
its possessions.

As used herein, "United States" means the United
States of America (including the States and the District of
Columbia); and its "possessions" include Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

We undertake to advise you promptly by tested telex on
or prior to the date on which you intend to submit your
certification relating to the above-captioned Securities held by
you for our account in accordance with your Operating Procedures
if any applicable statement herein is not correct on such date,
and in the absence of any such notification it may be assumed
that this certification applies as of such date.

This certificate excepts and does not relate to
[U.S.$] _______________ of such interest in the above-captioned
Securities in respect of which we are not able to certify and as
to which we understand an exchange for an interest in a
Permanent Global Security or an exchange for and delivery of
definitive Securities (or, if relevant, collection of any
interest) cannot be made until we do so certify.

We understand that this certificate may be required in
connection with certain tax legislation in the United States.
If administrative or legal proceedings are commenced or
threatened in connection with which this certificate is or would
be relevant, we irrevocably authorize you to produce this
certificate or a copy thereof to any interested party in such
proceedings.

Dated: __________________, 19__
[To be dated no earlier than the 15th day prior
to (i) the Exchange Date or (ii) the relevant
Interest Payment Date occurring prior to the
Exchange Date, as applicable]

[Name of Person Making
Certification]

___________________________
(Authorized Signator)
Name:
Title:
<PAGE>
EXHIBIT A-2

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
AND CEDEL S.A. IN CONNECTION WITH THE EXCHANGE OF
A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO
OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

CERTIFICATE

[Insert title or sufficient description of Securities to be
delivered]

This is to certify that, based solely on written
certifications that we have received in writing, by tested telex
or by electronic transmission from each of the persons appearing
in our records as persons entitled to a portion of the principal
amount set forth below (our "Member Organizations")
substantially in the form attached hereto, as of the date
hereof, [U.S.$] _______________ principal amount of the
above-captioned Securities (i) is owned by person(s) that are
not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the
income of which is subject to United States Federal income taxa-
tion regardless of its source ("United States person(s)"), (ii)
is owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial
institutions, as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(v) are herein referred to as "financial
institutions") purchasing for their own account or for resale,
or (b) United States person(s) who acquired the Securities
through foreign branches of United States financial institutions
and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b),
each such financial institution has agreed, on its own behalf or
through its agent, that we may advise New Plan Realty Trust or
its agent that such financial institution will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the regulations there-
under), or (iii) is owned by United States or foreign financial
institution(s) for purposes of resale during the restricted
period (as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and, to the further effect, that
financial institutions described in clause (iii) above (whether
or not also described in clause (i) or (ii)) have certified that
they have not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person
within the United States or its possessions.

We further certify that (i) we are not making
available herewith for exchange (or, if relevant, collection of
any interest) any portion of the temporary global Security
representing the above- captioned Securities excepted in the
above-referenced certificates of Member Organizations and (ii)
as of the date hereof we have not received any notification from
any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any
portion of the part submitted herewith for exchange (or, if
relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

We understand that this certification is required in
connection with certain tax legislation in the United States.
If administrative or legal proceedings are commenced or
threatened in connection with which this certificate is or would
be relevant, we irrevocably authorize you to produce this
certificate or a copy thereof to any interested party in such
proceedings.

Dated: _____________ 19__
[To be dated no earlier than the Exchange Date
or the relevant Interest Payment Date occurring
prior to the Exchange Date, as applicable]

[_______________________,] as
Operator of the
Euroclear System
[Cedel S.A.]

By:_________________________

<PAGE>

<TABLE>
EXHIBIT 12

<CAPTION>
RATIOS OF EARNINGS TO FIXED CHARGES

SIX MONTHS FYE FYE FYE FYE FYE
01/31/94 07/31/93 07/31/92 07/31/91 07/31/90 07/31/89
___________ ________ ________ ________ ________ ________
<S> <C> <C> <C> <C> <C> <C>
EARNINGS
________
NET INCOME 25,004,516 43,228,638 49,445,653 39,878,001 35,046,653 27,110,623
INTEREST EXPENSE 978,325 1,386,151 1,526,554 1,934,938 1,900,681 1,933,154
INTEREST COMPONENT
OF RENTAL EXPENSE 83,825 145,752 124,465 125,852 130,386 128,623

____________________________________________________________________________

26,066,666 44,760,541 51,096,672 41,938,791 37,077,720 29,172,400

FIXED CHARGES
_____________
INTEREST EXPENSE 978,325 1,386,151 1,526,554 1,934,938 1,900,680 1,933,154
CAPITALIZED INTEREST 190,000 239,000 32,000 32,000 142,000 179,000
INTEREST COMPONENT
OF RENTAL EXPENSE 83,825 145,752 124,465 125,852 130,386 128,623

____________________________________________________________________________

TOTAL FIXED CHARGES 1,252,150 1,770,903 1,683,019 2,092,790 2,173,066 2,240,777

RATIO OF EARNINGS
TO FIXED CHARGES 20.8 25.3 30.4 20.0 17.1 13.0

</TABLE>

<PAGE>
EXHIBIT (23.3)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated September
22, 1993, on our audits of the consolidated financial statements
and financial statement schedules of New Plan Realty Trust (the
"Trust") as of July 31, 1993 and 1992 and for each of the three
years in the period ended July 31, 1993, which are included in
the Annual Report on Form 10-K of the Trust for the year ended
July 31, 1993. We also consent to the reference to our firm
under the caption "Experts."

COOPERS & LYBRAND

New York, New York
April 27, 1994

<PAGE>
EXHIBIT (23.4)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this
Registration Statement on Form S-3 of our reports dated
September 3, 1993 and January 4, 1994, on our audits of the
Historical Summary of Revenues and Certain Operating Expenses of
certain properties acquired by New Plan Realty Trust (the
"Trust") for the year ended December 31, 1992, which are
included in the Reports on Form 8-K/A of the Trust dated October
6, 1993 and January 13, 1994, respectively. We also consent to
the incorporation by reference in this Registration Statement on
Form S-3 of our report dated February 3, 1994, on our audit of
the Historical Summary of Revenues and Certain Operating
Expenses of certain properties acquired by the Trust for the
year ended July 31, 1993, which are included in the Report on
Form 8-K of the Trust dated February 10, 1994. We also consent
to the reference to our firm under the caption "Experts" in the
Prospectus.

EICHLER, BERGSMAN, BELONSKY & CO.

New York, New York
April 19, 1994