576332 - 45522 - AXA - 12-21-2000 - 001-14410 - EXHIBIT 99.1

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EXHIBIT 1  
C L I F F O R D SOCIETE D'EXERCICE LIBERAL D'AVOCATS A FORME ANONYME  
C H A N C E  
EXECUTION COPY  
AXA  
as Borrower  
BANK OF AMERICA INTERNATIONAL LIMITED  
CHASE MANHATTAN PLC  
SG INVESTMENT BANKING  
and  
UBS WARBURG LTD.  
as Arrangers  
SOCIETE GENERALE  
as Agent  
and  
THE BANKS  
MULTICURRENCY TERM AND REVOLVING CREDIT  
FACILITIES AGREEMENT  
14 December 2000  
US$ 5,000,000,000 or its equivalent in Optional Currencies  
CONTENTS  
CLAUSE PAGE  
1.   Definitions and Interpretation...................................1
 
2.   The Facilities..................................................14
 
3.   Drawdown of the Term Facility...................................17
 
4.   Multicurrency Option for Term Advances..........................18
 
5.   Interest Periods for Term Advances..............................21
 
6.   Drawdown of the Revolving Facility..............................22
 
7.   Multicurrency Option for Revolving Advances.....................24
 
8.   Interest Periods for Revolving Advances.........................24
 
9.   Interest Rates..................................................25
 
10.  Payment of Interest.............................................26
 
11.  Scheduled and other Repayments..................................27
 
12.  Taxes...........................................................30

CONTENTS  
CLAUSE PAGE  
1.   Definitions and Interpretation...................................1
 
2.   The Facilities..................................................14
 
3.   Drawdown of the Term Facility...................................17
 
4.   Multicurrency Option for Term Advances..........................18
 
5.   Interest Periods for Term Advances..............................21
 
6.   Drawdown of the Revolving Facility..............................22
 
7.   Multicurrency Option for Revolving Advances.....................24
 
8.   Interest Periods for Revolving Advances.........................24
 
9.   Interest Rates..................................................25
 
10.  Payment of Interest.............................................26
 
11.  Scheduled and other Repayments..................................27
 
12.  Taxes...........................................................30
 
13.  Changes in Circumstances........................................31
 
14.  General Provisions..............................................32
 
15.  Borrower's Representations......................................33
 
16.  Borrower's Undertakings.........................................36
 
17.  Financial Covenants.............................................39
 
18.  Events of Default and Special Early Termination Events..........40
 
19.  Default Interest................................................43
 
20.  Indemnity.......................................................44
 
21.  Payment.........................................................45
 
22.  Sharing.........................................................47
 
23.  Commitment Commission and Fees..................................48
 
24.  Costs and Expenses..............................................49
 
25.  The Agent, the Arrangers and the Banks..........................50
 
26.  Assignments and Transfers.......................................54
 
                                       i 
27.  Miscellaneous...................................................55
 
28.  Calculations and Evidence of Debt...............................56
 
29.  Recourse........................................................56
 
30.  Severability....................................................56
 
31.  Notices.........................................................57
 
32.  Amendments......................................................58
 
33.  TAUX EFFECTIF GLOBAL............................................59

 
SCHEDULE 4 Conditions Precedent................................66  
ii  
THIS AGREEMENT is  
BETWEEN  
(1) AXA, SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE SURVEILLANCE incorporated under 
French law with a registered capital of euro 3,616,452,908.25 whose registered office is at 25, avenue 
Matignon, 75008 Paris and which is registered at the Paris Companies Registry under company number 572 093 
 
920 (the "BORROWER");  
(2) The banks and other financial institutions whose names are set out in Schedule 1 (together the "ORIGINAL 
BANKS" and each an "ORIGINAL BANK");  
(3) BANK OF AMERICA INTERNATIONAL LIMITED, CHASE MANHATTAN PLC, SG 
INVESTMENT BANKING and UBS WARBURG LTD. (together the "ARRANGERS" and each an 
"ARRANGER"); and  
(4) SOCIETE GENERALE, as agent for the Banks (the "AGENT").  
WHEREAS  
(A) The Borrower (i) intends to acquire the Tender Offer Shares and (ii) may also acquire all shares in AXA 
Financial Inc. held by AXA Equity & Law Assurance Society.  
(B) The Banks have agreed to make available to the Borrower term and revolving credit facilities of up to US$ 
5,000,000,000 (or its equivalent in Optional Currencies) under the terms and subject to the conditions set out 
herein in order to enable the Borrower to finance or refinance, directly or indirectly, the acquisition of the shares 
referred to in (A) including any costs associated therewith.  
IT HAS BEEN AGREED FOLLOWS:  
1. DEFINITIONS AND INTERPRETATION  
1.1 DEFINITIONS  
In this Agreement and the recitals above, unless otherwise defined:  
27.  Miscellaneous...................................................55
 
28.  Calculations and Evidence of Debt...............................56
 
29.  Recourse........................................................56
 
30.  Severability....................................................56
 
31.  Notices.........................................................57
 
32.  Amendments......................................................58
 
33.  TAUX EFFECTIF GLOBAL............................................59
 
34.  Schedules.......................................................59
 
35.  Applicable Law..................................................59
 
36.  Jurisdiction....................................................59

THIS AGREEMENT is  
BETWEEN  
(1) AXA, SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE SURVEILLANCE incorporated under 
French law with a registered capital of euro 3,616,452,908.25 whose registered office is at 25, avenue 
Matignon, 75008 Paris and which is registered at the Paris Companies Registry under company number 572 093 
 
920 (the "BORROWER");  
(2) The banks and other financial institutions whose names are set out in Schedule 1 (together the "ORIGINAL 
BANKS" and each an "ORIGINAL BANK");  
(3) BANK OF AMERICA INTERNATIONAL LIMITED, CHASE MANHATTAN PLC, SG 
INVESTMENT BANKING and UBS WARBURG LTD. (together the "ARRANGERS" and each an 
"ARRANGER"); and  
(4) SOCIETE GENERALE, as agent for the Banks (the "AGENT").  
WHEREAS  
(A) The Borrower (i) intends to acquire the Tender Offer Shares and (ii) may also acquire all shares in AXA 
Financial Inc. held by AXA Equity & Law Assurance Society.  
(B) The Banks have agreed to make available to the Borrower term and revolving credit facilities of up to US$ 
5,000,000,000 (or its equivalent in Optional Currencies) under the terms and subject to the conditions set out 
herein in order to enable the Borrower to finance or refinance, directly or indirectly, the acquisition of the shares 
referred to in (A) including any costs associated therewith.  
IT HAS BEEN AGREED FOLLOWS:  
1. DEFINITIONS AND INTERPRETATION  
1.1 DEFINITIONS  
In this Agreement and the recitals above, unless otherwise defined:  
"ADVANCE" means a Revolving Advance or a Term Advance.  
"AGENT'S RATE OF EXCHANGE" means the agent's rate of exchange for the purchase of the relevant 
currency with dollars in the Paris foreign exchange market at or about 10.00 a.m. on a particular day for delivery 
three Business Days after that date.  
"APPLICABLE REVOLVING MARGIN" means 0.275 per cent per annum.  
"APPLICABLE TERM MARGIN" means (a) 0.275 per cent per annum until and including the date falling 12 
months after the Closing Date for the Tender Offer, (b) 0.325 per cent per annum for the period from the end of 
the period mentioned in (a) until and including the  
1  
date falling 24 months after the Closing Date for the Tender Offer and (c) 0.35 per cent per annum for the period 
from the end of the period mentioned in (b) until the Term Loan Termination Date.  
"AVAILABILITY PERIOD" means:  
(a) in relation to the Term Facility, the period from and including the date hereof to and including the earlier of (a) 
30 June 2001 or (b) the first Business Day on which the Available Term Commitment of each of the Banks is 

date falling 24 months after the Closing Date for the Tender Offer and (c) 0.35 per cent per annum for the period 
from the end of the period mentioned in (b) until the Term Loan Termination Date.  
"AVAILABILITY PERIOD" means:  
(a) in relation to the Term Facility, the period from and including the date hereof to and including the earlier of (a) 
30 June 2001 or (b) the first Business Day on which the Available Term Commitment of each of the Banks is 
zero; and  
(b) in relation to the Revolving Facility, the period from and including the date hereof to and including the earlier 
of (a) the date falling one month prior to the Revolving Loan Termination Date or (b) the first Business Day on 
which the Revolving Commitment of each of the Banks is zero.  
"AVAILABLE COMMITMENT" means, in relation to a Bank at any time, the aggregate of its Available Term 
Commitment and Available Revolving Commitment.  
"AVAILABLE REVOLVING COMMITMENT" means, in relation to a Bank at any time and save as otherwise 
provided herein, its Revolving Commitment at such time less the aggregate Dollar Amount of its Participation in 
the Revolving Advances which are then outstanding.  
"AVAILABLE REVOLVING FACILITY" means, at any time, the aggregate amount of the Available Revolving 
Commitments adjusted, in the case of any proposed Revolving Advance so as to take into account any reduction 
in the Revolving Commitment of a Bank on or before the proposed Drawdown Date.  
"AVAILABLE TERM COMMITMENT" means, in relation to a Bank at any time and save as otherwise 
provided herein, its Term Commitment at such time less the aggregate Dollar Amount of its Participation in the 
Term Advances which are then outstanding.  
"AVAILABLE TERM FACILITY" means, at any time, the aggregate amount of the Available Term 
Commitments adjusted, in the case of any proposed Term Advance, so as to take into account any reduction in 
the Term Commitment of a Bank on or before the proposed Drawdown Date.  
"AXA FINANCIAL" means AXA Financial Inc., a Delaware corporation, whose registered office is at 1290, 
Avenue of the Americas, New York, NY 10104.  
"AXA MERGER CORP." means AXA Merger Corp., a wholly owned subsidiary of the Borrower, 
incorporated under the laws of the State of Delaware.  
"AXA NET WORTH" means the sum of (a) total shareholder's equity (including: ordinary shares, capital in 
excess of nominal value and retained earning and reserves), (b) net income, (c) instruments junior to subordinated 
debt (if any) and (d) subordinated debt, as each such item is described in the most recent annual statutory non-
consolidated financial statements of the Borrower (contained in the most recent annual consolidated financial 
statements of the Borrower). For the avoidance of doubt, AXA Net Worth with respect to the Original Financial 
Statements is EUR 18.4 billion.  
2  
 
"BUSINESS DAY" means a day (other than a Saturday or Sunday) on which banks generally are open for 
business in Paris and London and:  
(a) (in relation to a date for the payment or purchase of a currency other than euro) is a day on which banks are 
"BANK" means: 
 
(a)   the Original Banks; or 
 
(b)   any financial institution to which rights and/or obligations are
      transferred, in accordance with the provisions of Clause 26.2 
      (TRANSFERS BY THE BANKS). 

 
"BUSINESS DAY" means a day (other than a Saturday or Sunday) on which banks generally are open for 
business in Paris and London and:  
(a) (in relation to a date for the payment or purchase of a currency other than euro) is a day on which banks are 
generally open for business in the principal financial centre of the country of that currency; or  
(b) (in relation to any date for payment or purchase of euro) is a TARGET Day.  
"CLOSING DATE FOR THE TENDER OFFER" means the date on which the Borrower has accepted for 
exchange all of the Tendered Shares properly tendered and not withdrawn pursuant to the Tender Offer, as 
evidenced by a certificate duly signed by an authorised officer of the Borrower.  
"COMMITMENT" means, in relation to a Bank, the aggregate of its Term Commitment and its Revolving 
Commitment.  
"COMPLIANCE CERTIFICATE" means a certificate substantially in the form set  
out in Schedule 5 (FORM OF COMPLIANCE CERTIFICATE).  
"CONFIDENTIALITY UNDERTAKING" means a confidentiality undertaking in the form of the Loan Market 
Association standard confidentiality undertaking from time to time or in such other form as may be reasonably 
acceptable to the Borrower.  
"DOLLAR AMOUNT" means, subject to adjustments in accordance with Clause  
4.3 (AMOUNT OF TERM ADVANCES) or Clause 4.5 (CURRENCY CHANGE):  
(a) in relation to an Advance, its Original Dollar Amount as reduced by any repayment, for which purpose when 
an Advance denominated in an Optional Currency is repaid in part, its Dollar Amount shall be reduced in the 
proportion that the amount of the repayment bears to the amount of the Advance immediately before the 
repayment; and  
(b) in relation to the Loan, the aggregate of the Dollar Amounts as defined in (a) of the outstanding Advances.  
"DOLLAR EQUIVALENT" means in relation to a Term Advance at a particular date (i) its Dollar Amount if it is 
then denominated in dollars and (ii) if it is denominated in an Optional Currency its dollar equivalent, calculated at 
the Agent's Rate of Exchange on the third Business Day preceding that date for the purchase of dollars with such 
Optional Currency.  
"DRAWDOWN DATE" means the date upon which any Advance is made available or is to be made available in 
accordance with a Notice of Drawdown.  
3  
"ELIGIBLE BANK" means any Bank which satisfies the conditions required by French law, including any 
applicable treaty for the avoidance of double taxation, in order for interest payments made by the Borrower to 
the Agent for the account of such Bank's Facility Office not to be subject to (or, as the case may be, to be 
exempt from) any withholding or deduction.  
"EMU" means Economic and Monetary Union as contemplated in the Treaty on European Union.  
"EMU LEGISLATION" means legislative measures of the European Council for the introduction of the euro.  
"BANK" means: 
 
(a)   the Original Banks; or 
 
(b)   any financial institution to which rights and/or obligations are
      transferred, in accordance with the provisions of Clause 26.2 
      (TRANSFERS BY THE BANKS). 

"ELIGIBLE BANK" means any Bank which satisfies the conditions required by French law, including any 
applicable treaty for the avoidance of double taxation, in order for interest payments made by the Borrower to 
the Agent for the account of such Bank's Facility Office not to be subject to (or, as the case may be, to be 
exempt from) any withholding or deduction.  
"EMU" means Economic and Monetary Union as contemplated in the Treaty on European Union.  
"EMU LEGISLATION" means legislative measures of the European Council for the introduction of the euro.  
"EURIBOR" means, in relation to any amount owed by the Borrower hereunder in euros on which interest for a 
given period is to accrue, the percentage rate per annum equal to the offered quotation which appears on the 
page of the Telerate screen which displays an average rate of the Banking Federation of the European Union for 
euro (being currently page 248) for such period at or about 11:00 am (Brussels time) on the Rate Determination 
Date for such period, or if such page or such service is not or shall cease to be available or relevant, such other 
page or such other service for the purpose of displaying an average rate of the Banking Federation of the 
European Union for euro as the Agent, after consultation with the Banks and the Borrower, shall reasonably 
select.  
"EVENT OF DEFAULT" means any circumstance described as such in Clause 18.1 (EVENTS OF 
DEFAULT).  
"EXISTING AMOUNT" means, in relation to any Term Advance and any two successive Interest Periods 
relating thereto, the amount of such Term Advance at the beginning of the last day of the first of those Interest 
Periods less any part thereof falling to be repaid on such day.  
"FACILITIES" means the Term Facility and the Revolving Facility and a "FACILITY" shall mean any one of 
them.  
"FACILITY OFFICE" means:  
(a) in the case of each Bank which has signed this Agreement, the office specified under its signature;  
(b) in the case of a financial institution which has subsequently become a Bank, the office specified in the relevant 
Transfer Agreement; or  
(c) such other office as any Bank may from time to time select by notice to the Agent.  
"FEE LETTERS" means (i) the letter dated 18 October 2000 addressed to the Borrower by the Arrangers and 
countersigned by the Borrower on 18 October 2000 and (ii) the letter dated 14 December 2000 addressed to 
the Borrower by the Agent and countersigned by the Borrower on 14 December 2000 as referred to in Clause 
23.4 (AGENCY FEE).  
"FINANCE PARTIES" means the Agent, the Arrangers and the Banks.  
4  
"FINAXA" means FINAXA, a SOCIETE ANONYME incorporated under French law, whose registered office 
is at 23, avenue Matignon, 75008 Paris and which is registered at the Paris Companies Registry under Company 
number 302 995 998.  
"FORM F-4 REGISTRATION STATEMENT" means the Form F-4 Registration Statement filed by the 
Borrower under the U.S. Securities Act of 1933 with the SEC on 21 November 2000.  
"FUNDING COSTS" means, in the case of a Bank or the Agent, the rate per annum which represents the actual 
cost to such Bank or the Agent of funding for a given period its participation in any sum outstanding hereunder 
such costs to be duly justified by reference to the then current rates in the relevant market.  
"GROUP" means the Borrower and its Subsidiaries from time to time.  

"FINAXA" means FINAXA, a SOCIETE ANONYME incorporated under French law, whose registered office 
is at 23, avenue Matignon, 75008 Paris and which is registered at the Paris Companies Registry under Company 
number 302 995 998.  
"FORM F-4 REGISTRATION STATEMENT" means the Form F-4 Registration Statement filed by the 
Borrower under the U.S. Securities Act of 1933 with the SEC on 21 November 2000.  
"FUNDING COSTS" means, in the case of a Bank or the Agent, the rate per annum which represents the actual 
cost to such Bank or the Agent of funding for a given period its participation in any sum outstanding hereunder 
such costs to be duly justified by reference to the then current rates in the relevant market.  
"GROUP" means the Borrower and its Subsidiaries from time to time.  
"INFORMATION MEMORANDUM" means the document dated November 2000 concerning the Borrower 
and AXA Financial which, at the request of the Borrower and on its behalf, was prepared by the Arrangers in 
relation to this transaction, approved by the Borrower and distributed by the Arrangers in connection with the 
syndication of the Facilities before the date of this Agreement.  
"INSTRUCTING GROUP" means:  
(a) if no Advance has been made, a Bank or Banks whose Commitments amount (or, if the Total Commitments 
are then zero, immediately prior to their reduction to zero, amounted) in aggregate to more than sixty-six and two 
thirds per cent. of the Total Commitments;  
(b) or, if an Advance has been made, a Bank or Banks to whom in aggregate more than sixty-six and two thirds 
per cent. of the Dollar Amount of the Loan is (or, immediately prior to its repayment, was then) owed.  
"INTEREST DIFFERENTIAL" means for any period (the "CALCULATION PERIOD") the difference 
between:  
(a) the amount of interest which would have accrued on such sum during such calculation period in accordance 
with the provisions of this Agreement; and  
(b) the amount of interest which would have accrued on such sum at the Reference Rate for the period beginning 
on the third Business Day of the calculation period and ending on the last day of the calculation period,  
and an Interest Differential is "positive" if (a) is greater than (b).  
"INTEREST PERIOD" means any period in relation to which a Reference Rate is or is to be determined 
pursuant to the provisions of Clause 5 (INTEREST PERIODS FOR TERM ADVANCES), Clause 8 
(INTEREST PERIODS FOR REVOLVING ADVANCES), Clause 9.3 (MARKET DISRUPTION) or a 
default rate is or is to be determined pursuant to the provisions of Clause 19.1 (DETERMINATION OF THE 
RATE OF DEFAULT INTEREST).  
5  
"LIBOR" means, in relation to any amount owed by the Borrower hereunder on which interest for a given period 
is to accrue (other than in euros), the percentage rate per annum equal to the offered quotation which appears on 
the page of the Telerate Screen which displays an average British Bankers Association Interest Settlement Rate 
for the currency of the relevant amount (being currently "3740" or, as the case may be, "3750") for such period at 
or about 11.00 a.m. (London time) on the Rate Determination Date for such period or, if such page or such 
service shall cease to be available, such other page or such other service for the purpose of displaying an average 
British Bankers Association Interest Settlement Rate for such currency as the Agent, after consultation with the 
Banks and the Borrower, shall reasonably select.  
"LOAN" means, at any time, the aggregate principal amount of the Term Loan and the Revolving Loan.  
"LOAN PERIOD" means the period commencing on the date hereof and ending on the first date upon which the 

"LIBOR" means, in relation to any amount owed by the Borrower hereunder on which interest for a given period 
is to accrue (other than in euros), the percentage rate per annum equal to the offered quotation which appears on 
the page of the Telerate Screen which displays an average British Bankers Association Interest Settlement Rate 
for the currency of the relevant amount (being currently "3740" or, as the case may be, "3750") for such period at 
or about 11.00 a.m. (London time) on the Rate Determination Date for such period or, if such page or such 
service shall cease to be available, such other page or such other service for the purpose of displaying an average 
British Bankers Association Interest Settlement Rate for such currency as the Agent, after consultation with the 
Banks and the Borrower, shall reasonably select.  
"LOAN" means, at any time, the aggregate principal amount of the Term Loan and the Revolving Loan.  
"LOAN PERIOD" means the period commencing on the date hereof and ending on the first date upon which the 
Total Commitments have been reduced to zero and the Borrower has no outstanding payment obligations (actual 
or contingent) to the Banks hereunder.  
"MANDATORY COSTS RATE" means, in relation to each Advance the rate determined in accordance with 
Schedule 6 (MANDATORY COSTS).  
"MARGIN" means the Applicable Term Margin, or as the context may require, the Applicable Revolving 
Margin.  
"MARGIN STOCK" has the meaning assigned to that term in Regulation U of the Regulations.  
"MATERIAL ADVERSE CHANGE" means any event or circumstance relating to the assets or financial 
condition of the Group taken as a whole which has a Material Adverse Effect on the Borrower.  
"MATERIAL ADVERSE EFFECT" means any effect which, in the reasonable opinion of an Instructing Group, 
is expected to be materially adverse to the ability of the Borrower to comply with any of its payment obligations 
under this Agreement.  
"MATERIAL SUBSIDIARY" means:  
(a) any Subsidiary of the Borrower engaged in insurance business and regulated as such whose contribution to 
the consolidated premium or consolidated gross technical reserves, respectively, of the Borrower represents 5% 
or more of the consolidated gross premium issued or consolidated gross technical reserves of the Group for the 
immediately preceding financial year for which consolidated accounts were prepared (as such items are described 
in the most recent annual consolidated statutory financial statements of the Borrower); or  
(b) any Subsidiary of the Borrower engaged in asset management and regulated as such which has assets under 
management of more than 30 per cent. of the aggregate assets under management of the Group determined on 
the basis of the most recent annual consolidated statutory financial statements of the Borrower; or  
6  
(c) any Subsidiary of the Borrower engaged in banking and regulated as such whose total assets exceed 4 per 
cent. of the consolidated gross assets of the Group for the immediately preceding financial year for which 
consolidated accounts were prepared (as such items are described in the most recent annual consolidated 
statutory financial statements of the Borrower) but excluding Donaldson Lufkin & Jenrette and Banque Worms, 
and their respective successors and controlled affiliates.  
"MERGER" has the meaning given in the definition of the "Offer Documents".  
"MERGER AGREEMENT" has the meaning given in the definition of the "Offer Documents".  
"MERGER CONSIDERATION" has the meaning given in the definition of the "Offer Documents".  
"NATIONAL CURRENCY UNIT" means the unit of currency (other than an euro unit) of a Participating 
Member State or a Subsequent Participant.  

(c) any Subsidiary of the Borrower engaged in banking and regulated as such whose total assets exceed 4 per 
cent. of the consolidated gross assets of the Group for the immediately preceding financial year for which 
consolidated accounts were prepared (as such items are described in the most recent annual consolidated 
statutory financial statements of the Borrower) but excluding Donaldson Lufkin & Jenrette and Banque Worms, 
and their respective successors and controlled affiliates.  
"MERGER" has the meaning given in the definition of the "Offer Documents".  
"MERGER AGREEMENT" has the meaning given in the definition of the "Offer Documents".  
"MERGER CONSIDERATION" has the meaning given in the definition of the "Offer Documents".  
"NATIONAL CURRENCY UNIT" means the unit of currency (other than an euro unit) of a Participating 
Member State or a Subsequent Participant.  
"NEW AMOUNT" means, in relation to any Term Advance and any two successive Interest Periods relating 
thereto, the amount of such Term Advance at the beginning of the second of those Interest Periods as determined 
in accordance with Clause 4.3 (AMOUNTS OF TERM ADVANCES).  
"NOTICE OF DRAWDOWN" means a notice of Drawdown in the form set out in Schedule 3 (FORM OF 
NOTICE OF DRAWDOWN) delivered by the Borrower to the Agent in accordance with the provisions of 
Clause 3.1 (DRAWDOWN CONDITIONS FOR TERM ADVANCES) and Clause 6.1 (DRAWDOWN 
CONDITIONS FOR REVOLVING  
ADVANCES) (as the case may be).  
"OFFER DOCUMENTS" means (a) the documents distributed to shareholders of AXA Financial in connection 
with the offer of the Borrower (the "TENDER OFFER") to acquire all of the outstanding shares of common 
stock of AXA Financial (other than shares owned by the Borrower and its Subsidiaries or shares held in treasury 
by AXA Financial) (the "TENDER OFFER SHARES") substantially on the terms and conditions set forth in the 
Form F-4 Registration Statement filed by the Borrower under the U.S. Securities Act of 1933 in connection with 
the Tender Offer (the "TENDER OFFER DOCUMENTS"), and (b) the agreement and plan of merger between 
the Borrower, AXA Merger Corp. and AXA Financial (the "MERGER AGREEMENT") pursuant to which 
AXA Merger Corp. will be merged into AXA Financial (which will be the surviving entity) and all shares of AXA 
Financial being owned by public shareholders, not tendered, will be converted into an entitlement to receive the 
merger consideration (the "MERGER CONSIDERATION) specified in the Merger Agreement (the 
"MERGER").  
"OPTIONAL CURRENCY" means:  
(a) euro, Swiss francs and sterling; or  
(b) any other currency (except dollars or euro or a National Currency Unit) which is freely transferable and freely 
convertible into dollars, which is available to banks in the London Interbank Market and which has been 
previously approved  
7  
in writing by the Agent (acting on the instructions of all the Banks) as an optional currency for the purpose of any 
Advance during a particular Interest Period at least three Business Days prior to the first day of that Interest 
Period for such Advance.  
"ORIGINAL DOLLAR AMOUNT" means:  
(a) in relation to a Term Advance:  
(i) where such Term Advance came into existence as a result of a drawing under the Term Facility the amount 
specified as such in the Notice of Drawdown relating thereto, as the same may be reduced pursuant to Clause 
3.4 (REDUCTION OF AVAILABLE COMMITMENT);  

in writing by the Agent (acting on the instructions of all the Banks) as an optional currency for the purpose of any 
Advance during a particular Interest Period at least three Business Days prior to the first day of that Interest 
Period for such Advance.  
"ORIGINAL DOLLAR AMOUNT" means:  
(a) in relation to a Term Advance:  
(i) where such Term Advance came into existence as a result of a drawing under the Term Facility the amount 
specified as such in the Notice of Drawdown relating thereto, as the same may be reduced pursuant to Clause 
3.4 (REDUCTION OF AVAILABLE COMMITMENT);  
(ii) where such Term Advance came into existence upon the consolidation of two or more Term Advances in 
accordance with CLAUSE 5.3 (CONSOLIDATION OF ADVANCES), the aggregate of the Dollar Amounts 
of the Term Advances so consolidated; and  
(iii) where such Term Advance came into existence upon the division of a Term Advance, the amount specified as 
such by the Borrower pursuant to Clause 5.4 (DIVISION OF ADVANCES); and  
(b) in relation to a Revolving Advance the amount specified as such in the Notice of Drawdown relating thereto, 
as the same may be reduced pursuant to Clause 6.4 (REDUCTION OF AVAILABLE REVOLVING 
COMMITMENT).  
"ORIGINAL FINANCIAL STATEMENTS" means in relation to the Borrower, its audited consolidated 
financial statements for its financial year ended 31 December 1999.  
"PARTICIPATING MEMBER STATE" means any member state which adopted the euro as its lawful currency 
as at 1 January 1999.  
"PARTICIPATION" means in relation to a Bank at any time the portion of an Advance or of the Loan which the 
Borrower owes that Bank (or, in the case of an undrawn Advance, if made, would be owed).  
"PARTIES" means the Finance Parties and the Borrower.  
"POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of notice or the lapse of any 
period of time, in each case under this Agreement, would constitute an Event of Default.  
"POTENTIAL SPECIAL EARLY TERMINATION EVENT" means any event which, with the giving of notice 
or the lapse of any period of time, in each case under this Agreement, would constitute a Special Early 
Termination Event.  
"PROPORTIONATE AMOUNT" means, in relation to a Bank:  
(a) whilst no Advances are outstanding, the proportion borne by its Commitment to the Total Commitments (or, if 
the Total Commitments are then zero, by its  
8  
Commitment to the Total Commitments immediately prior to their reduction to zero); or  
(b) whilst at least one Advance is outstanding, the proportion borne by its Participation in the Dollar Amount of 
the Loan to the total Dollar Amount of the Loan.  
"RATE DETERMINATION BUSINESS DAY" means (i) in the case of LIBOR a day (other than a Saturday or 
Sunday) on which banks generally are open for business in London and (ii) in the case of EURIBOR a Target 
Day.  
"RATE DETERMINATION DATE" means, in relation to any period for which an interest rate is to be 

Commitment to the Total Commitments immediately prior to their reduction to zero); or  
(b) whilst at least one Advance is outstanding, the proportion borne by its Participation in the Dollar Amount of 
the Loan to the total Dollar Amount of the Loan.  
"RATE DETERMINATION BUSINESS DAY" means (i) in the case of LIBOR a day (other than a Saturday or 
Sunday) on which banks generally are open for business in London and (ii) in the case of EURIBOR a Target 
Day.  
"RATE DETERMINATION DATE" means, in relation to any period for which an interest rate is to be 
determined hereunder the day which is two Rate Determination Business Days before the first day of that period 
or, if the interest rate is to be determined with reference to an amount in sterling, the day which is the first day of 
that period.  
"REFERENCE BANKS" means, in relation to LIBOR, Citibank, N.A., London branch and the principal 
London offices of UBS AG, Societe Generale and Sumitomo Bank and, in relation to EURIBOR, Citibank, 
N.A., London branch and the principal Paris offices of UBS AG, Societe Generale and Sumitomo Bank or such 
other bank or banks as may from time to time be agreed between the Borrower and the Agent acting on the 
instructions of an Instructing Group.  
"REFERENCE RATE" means, in relation to an amount and any Interest Period or any other period in relation to 
which such term is used, either EURIBOR or, in the event that the amount is denominated in dollars or an 
Optional Currency (other than euro), LIBOR.  
"REGULATED HOLDING COMPANY" means, in respect of any Bank, any person which is a holding 
company of that Bank and is regulated as a bank or other financial institution.  
"REGULATIONS" means any regulations of the Board of Governors of the Federal Reserve System of the 
United States from time to time in force.  
"REPEATED REPRESENTATIONS" means each of the representations set out in Clause 15.1.1 to 15.1.9 
(inclusive), 15.1.12, 15.1.14 to 15.1.17.  
"REVOLVING ADVANCE" means an advance made or to be made by the Banks under the Revolving Facility.  
"REVOLVING COMMITMENT" means in relation to a Bank and save as otherwise provided herein, (a) the 
amount set opposite its name under the heading "Revolving Commitment" in Schedule 1 (LIST AND 
COMMITMENTS OF THE BANKS) to the extent not cancelled, reduced or transferred under this Agreement; 
and (b) in the case of a financial institution which has subsequently become a Bank pursuant to a Transfer 
Agreement, the amount in $ specified in the Transfer Agreement to be its Revolving Commitment to the extent not 
cancelled, reduced or transferred under this Agreement.  
"REVOLVING FACILITY" means the multicurrency revolving credit facility granted in this Agreement in the 
maximum Dollar Amount of $ 2,250,000,000.  
9  
"REVOLVING LOAN" means, at any time, the aggregate principal amount of the outstanding Revolving 
Advances.  
"REVOLVING LOAN TERMINATION DATE" means the earlier of (a) 364 days from the Closing Date for 
the Tender Offer or (b) 30 December 2001.  
"SEC" means the United States Securities and Exchange Commission.  
"SECURITY" means any:  
(a) HYPOTHEQUE, NANTISSEMENT, PRIVILEGE, GAGE-ESPECES, any SURETE REELLE or DROIT 

"REVOLVING LOAN" means, at any time, the aggregate principal amount of the outstanding Revolving 
Advances.  
"REVOLVING LOAN TERMINATION DATE" means the earlier of (a) 364 days from the Closing Date for 
the Tender Offer or (b) 30 December 2001.  
"SEC" means the United States Securities and Exchange Commission.  
"SECURITY" means any:  
(a) HYPOTHEQUE, NANTISSEMENT, PRIVILEGE, GAGE-ESPECES, any SURETE REELLE or DROIT 
DE RETENTION;  
(b) mortgage, pledge, lien, charge, assignment by way of security or for the purpose of providing security, 
hypothecation, right in security, security interest or (to the extent applicable) trust arrangement for the purpose of 
providing security; and  
(c) other security agreement or other arrangement having the effect of providing security.  
"SPECIAL EARLY TERMINATION EVENT" means any of the circumstances described as such in Clause 
18.3.1.  
"SUBSEQUENT PARTICIPANT" means a member state that adopts the euro as its lawful currency after the 
date hereof.  
"SUBSTITUTION ADVANCE" means an Advance made or to be made on the same day that an earlier 
Advance (the "MATURING ADVANCE") is due to be repaid, in the same currency as the Maturing Advance 
(unless it is to be made in a different currency by application of Clause 4.2 (CONDITIONS FOR 
DENOMINATING A TERM ADVANCE IN AN OPTIONAL CURRENCY) or Clause 7.2  
(CONDITIONS FOR DENOMINATING A REVOLVING ADVANCE IN AN OPTIONAL CURRENCY) 
 
(as the case may be)), the Dollar Amount of which does not exceed that of the Maturing Advance.  
"TARGET" means Trans-European Automated Real-time Gross Settlement Express Transfer payment system.  
"TARGET DAY" means any day on which TARGET is open for the settlement of payments in euro.  
"TENDER OFFER" has the meaning given in the definition of the "Offer Documents".  
"TENDER OFFER DOCUMENTS" has the meaning given in the definition of the "Offer Documents".  
"TENDER OFFER SHARES" has the meaning given in the definition of the "Offer Documents".  
"TENDERED SHARES" means the shares in AXA Financial which have been tendered in accordance with the 
Tender Offer.  
10  
"TERM ADVANCE" means an advance made or to be made by the Banks under the Term Facility.  
"TERM COMMITMENT" means, in relation to a Bank and save as otherwise provided herein:  
(a) the amount set opposite its name under the heading "Term Commitment" in Schedule 1 (LIST AND 
COMMITMENTS OF THE BANKS) to the extent not cancelled, reduced or transferred under this Agreement; 
and  
(b) in the case of a financial institution which has subsequently become a Bank pursuant to a Transfer Agreement, 
the amount in $ specified in the Transfer Agreement to be its Term Commitment to the extent not cancelled, 

"TERM ADVANCE" means an advance made or to be made by the Banks under the Term Facility.  
"TERM COMMITMENT" means, in relation to a Bank and save as otherwise provided herein:  
(a) the amount set opposite its name under the heading "Term Commitment" in Schedule 1 (LIST AND 
COMMITMENTS OF THE BANKS) to the extent not cancelled, reduced or transferred under this Agreement; 
and  
(b) in the case of a financial institution which has subsequently become a Bank pursuant to a Transfer Agreement, 
the amount in $ specified in the Transfer Agreement to be its Term Commitment to the extent not cancelled, 
reduced or transferred under this Agreement.  
"TERM FACILITY" means the multicurrency term loan facility granted to the Borrower in this Agreement in the 
maximum Dollar Amount of $2,750,000,000.  
"TERM LOAN" means, at any time, the aggregate principal amount of the outstanding Term Advances.  
"TERM LOAN TERMINATION DATE" means the earlier of (a) 36 months from the Closing Date for the 
Tender Offer or (b) 30 December 2003.  
"TRANSFER AGREEMENT" means an agreement substantially in the form set out in Schedule 2 (TRANSFER 
AGREEMENT) duly executed on behalf of the parties thereto in accordance with Clause 26 (ASSIGNMENTS 
AND Transfers).  
"TOTAL COMMITMENTS" means, at any time, the aggregate of the Banks' Commitments.  
"TREATY ON EUROPEAN UNION" means the Treaty of Rome of 25 March 1957, as amended by the Single 
European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on 7 February 1992 and came 
into force on 1 November 1993).  
"UNITED STATES" and "U.S." means the United States of America (including the District of Columbia), its 
territories, possessions and other areas subject to the jurisdiction of the United States of America  
"UNPAID AMOUNT" means any amount owed by the Borrower hereunder which is not paid when due, or if 
payable on demand, remains unpaid at the end of the time stipulated in the payment demand addressed to the 
Borrower.  
1.2 INTERPRETATION  
1.2.1       Any reference in this Agreement to: 
 
      an "AFFILIATE" of a company shall be construed as a reference to 
      another company which is a subsidiary or holding company, or a 
      subsidiary of a holding company of that first-mentioned company; 
 
      a document being in an "AGREED FORM" means that document in the form
      initialled by or on behalf of the Borrower and the Agent; 
 
                                 11 
      "FINANCIAL INDEBTEDNESS" includes any indebtedness (whether actual 
      or contingent) for or in respect of: 
 
      (i)   borrowed moneys; 
 
      (ii)  any debenture, bond, note, loan stock or other security; 
 
      (iii) any acceptance or documentary credit; 
 
      (iv)  the acquisition cost of any asset to the extent payable before
            or after the time of acquisition or possession by the party 
            liable where the advance or deferred payment is arranged 

      "FINANCIAL INDEBTEDNESS" includes any indebtedness (whether actual 
      or contingent) for or in respect of: 
 
      (i)   borrowed moneys; 
 
      (ii)  any debenture, bond, note, loan stock or other security; 
 
      (iii) any acceptance or documentary credit; 
 
      (iv)  the acquisition cost of any asset to the extent payable before
            or after the time of acquisition or possession by the party 
            liable where the advance or deferred payment is arranged 
            primarily as a method of raising finance or financing the 
            acquisition of that asset; 
 
      (v)   any lease (including, without limitation, capital leases) 
            entered into primarily as a method of raising finance or 
            financing the acquisition of the asset leased; 
 
      (vi)  any indebtedness for money owing in respect of any interest 
            swap, or currency swap or other derivative instrument, such 
            indebtedness to be measured on a mark-to-market basis at the 
            relevant time and to include, with respect to any particular 
            counterparty, application of the relevant ISDA or AFB netting 
            procedures; or 
 
      (vii) any indebtedness (actual or contingent) under a guarantee, 
            security or other commitment designed to protect any creditor 
            against loss in respect of any financial indebtedness of any 
            third party. 
 
      a "HOLDING COMPANY" of a company or corporation shall be construed 
      as a reference to any company or corporation of which the 
      first-mentioned company or corporation is a subsidiary. 
 
      "LAW" includes any law, decree, regulation and any other binding act
      of any State or of the European Community. 
 
      a "MEMBER STATE" shall be construed as a reference to a member state
      of the European Union. 
 
      a "MONTH" is a reference to a period starting on one day in a 
      calendar month and ending on the numerically corresponding day in 
      the next succeeding calendar month (the "NORMAL EXPIRY DATE") or, if
      there is no numerically corresponding day in that next succeeding 
      calendar month, the last Business Day in that next succeeding 
      calendar month. If the normal expiry date is not a Business Day, the
      period shall end on the next succeeding Business Day, unless it 
      would in consequence end in the next calendar month in which event 
      it shall end on the immediately preceding Business Day. 
 
      "PAYMENTS" to be made or received by any party (subject to contrary 
      indication), are references to payments which such Party is to make 
      or receive pursuant to the terms of this Agreement; 
 
                                 12 
      "RIGHTS" or "OBLIGATIONS" of any Party refer, subject to contrary 
      indication, to the rights or obligations of the said Party under 
      this Agreement; 
 
      a "SCHEDULE", "CLAUSE" or "PARAGRAPH" refers (subject to any 
      contrary indication), respectively, to a Schedule to or clause of 
      this Agreement, or a paragraph of any clause of this Agreement; 
 
      a "SUBSIDIARY" of the Borrower shall be construed as a reference to 
      any company whose accounts are consolidated with those of the 
      Borrower by the full consolidation method (INTEGRATION GLOBALE) in 
      accordance with the principles and methods of consolidation applied 
      by the Borrower from time to time; 
 
      a "SUBSIDIARY" of any company or corporation other than the Borrower
      shall be construed as a reference to any company or corporation: 

 
2. THE FACILITIES  
      "RIGHTS" or "OBLIGATIONS" of any Party refer, subject to contrary 
      indication, to the rights or obligations of the said Party under 
      this Agreement; 
 
      a "SCHEDULE", "CLAUSE" or "PARAGRAPH" refers (subject to any 
      contrary indication), respectively, to a Schedule to or clause of 
      this Agreement, or a paragraph of any clause of this Agreement; 
 
      a "SUBSIDIARY" of the Borrower shall be construed as a reference to 
      any company whose accounts are consolidated with those of the 
      Borrower by the full consolidation method (INTEGRATION GLOBALE) in 
      accordance with the principles and methods of consolidation applied 
      by the Borrower from time to time; 
 
      a "SUBSIDIARY" of any company or corporation other than the Borrower
      shall be construed as a reference to any company or corporation: 
 
      (a)   which is controlled, directly or indirectly, by the 
            first-mentioned company or corporation; 
 
      (b)   more than half the issued equity share capital of which is 
            beneficially owned, directly or indirectly, by the 
            first-mentioned company or corporation; or 
 
      (c)   which is a subsidiary of another subsidiary of the 
            first-mentioned company or corporation, 
 
      and, for these purposes, a company or corporation shall be treated 
      as being controlled by another if that other company or corporation 
      is able to direct its affairs and/or to control the composition of 
      its board of directors or equivalent body; 
 
      "TAX" includes: 
 
      (a)   any tax, levy, impost, duty or other charge of a similar 
            nature; and 
 
      (b)   any fine, penalty or interest due as a result of the 
            non-payment or of the late payment of any sum referred to in 
            paragraph (a). 
 
1.2.2       TIME 
 
            Subject to contrary indication, references to a time of day 
            shall be to Paris time. 
 
1.2.3       AGREEMENT 
 
            References to an agreement (including this Agreement) or any 
            other document shall be construed as a reference to such 
            agreement or document as amended, varied or supplemented. 
 
1.2.4       CURRENCY SYMBOLS AND DEFINITIONS 
 
            (a)   "EURO" and "EUR" denote the single currency of the 
                  European Union as 
 
                                 13 
                  constituted by the Treaty on European Union and as 
                  referred to in EMU Legislation. 
 
            (b)   "STERLING" and "(POUND)" denote lawful currency of the
                  United Kingdom. 
 
            (c)   "DOLLARS", "US$" and "$" denote the lawful currency of
                  the United States of America. 
 
            (d)   "SWISS FRANCS" and "CHF" denote the lawful currency of
                  Switzerland. 

 
2. THE FACILITIES  
2.1 GRANT OF THE FACILITIES  
 
2.2 PURPOSE AND APPLICATION OF THE FACILITIES  
 
2.3 OBLIGATIONS OF THE BANKS SEVERAL  
The obligations of each Bank hereunder are several and therefore:  
 
2.4 RIGHTS OF THE BANKS SEVERAL  
The rights of the Banks against the Borrower are several and, therefore:  
14  
                  constituted by the Treaty on European Union and as 
                  referred to in EMU Legislation. 
 
            (b)   "STERLING" and "(POUND)" denote lawful currency of the
                  United Kingdom. 
 
            (c)   "DOLLARS", "US$" and "$" denote the lawful currency of
                  the United States of America. 
 
            (d)   "SWISS FRANCS" and "CHF" denote the lawful currency of
                  Switzerland. 
2.1.1       The Banks grant to the Borrower, who accepts, upon the terms 
            and subject to the conditions hereof, a multicurrency term 
            loan facility in an aggregate amount of up to $ 2,750,000,000 
            (the "TERM FACILITY"); and 
 
2.1.2       the Banks grant to the Borrower, who accepts, upon the terms 
            and subject to the conditions hereof a multicurrency revolving
            credit facility in an aggregate amount of up to $2,250,000,000
            (THE "REVOLVING FACILITY"). 
2.2.1       The Borrower shall use the proceeds of Advances exclusively in
            or towards: 
 
            (a)   financing or refinancing, directly or indirectly, the 
                  acquisition of the Tender Offer Shares (including any 
                  costs associated therewith); and 
 
            (b)   financing or refinancing, directly or indirectly, the 
                  acquisition of the shares in AXA Financial currently 
                  held by AXA Equity & Law Assurance Society (including 
                  any costs associated therewith). 
 
2.2.2       The Finance Parties shall not be obliged to monitor or verify 
            the use made by the Borrower of an Advance. 
2.3.1       no Bank shall be liable for the failure of any other Bank to 
            perform its obligations; and 
 
2.3.2       the failure by any Bank to perform its obligations shall not 
            affect in any way the obligations of the Borrower towards any
            other Bank, nor shall it release any of the other Banks from 
            their obligations to the Borrower. 
2.4.1       the debt arising in respect of any sum due from the Borrower
            to any Bank under this Agreement shall be a separate and 

 
2.5 VOLUNTARY CANCELLATION  
 
2.6 CONDITIONS PRECEDENT FOR ADVANCES  
2.4.1       the debt arising in respect of any sum due from the Borrower
            to any Bank under this Agreement shall be a separate and 
            independent debt; and 
 
2.4.2       subject to the other provisions of this Agreement, each Bank
            shall be entitled, independently of any other Bank, to take 
            all measures which it believes desirable to preserve or 
            enforce its rights. 
2.5.1       The Borrower may at any time, by giving to the Agent not less 
            than five (5) Business Days' irrevocable prior written notice 
            to that effect, cancel (without cost, premium or penalty) the 
            whole or any part (being a minimum amount of $ 50,000,000 and 
            an integral multiple of $ 10,000,000) (or the remainder of the
            Revolving Commitments, as the case may be) of the Available 
            Revolving Facility. Any such cancellation shall reduce the 
            Available Revolving Commitments of the Banks rateably and no 
            amount so cancelled may be reinstated or redrawn. 
 
2.5.2       The Borrower may at any time until the end of the Availability
            Period for the Term Facility, by giving to the Agent not less 
            than five (5) Business Days' irrevocable prior written notice 
            to that effect, cancel (without cost, premium or penalty) the 
            whole or any part (being a minimum amount of $ 50,000,000 and 
            an integral multiple of $ 10,000,000) (or the remainder of the
            Term Commitments, as the case may be) of the Available Term 
            Facility. Any such cancellation shall reduce the Available 
            Term Commitments of the Banks rateably and no amount so 
            cancelled may be reinstated or redrawn. 
2.6.1       CONDITIONS PRECEDENT FOR ADVANCES GENERALLY 
 
            The Borrower may not deliver and the Agent shall not be 
            allowed to give effect to a Notice of Drawdown unless the 
            Agent has received each of the documents listed in Schedule 4 
            (CONDITIONS PRECEDENT) in form and in substance reasonably 
            satisfactory to the Agent. 
 
2.6.2       CONDITIONS PRECEDENT FOR ADVANCES TO FINANCE THE TENDER OFFER 
 
            The Borrower may not draw an Advance to finance the payment 
            for Tendered Shares or costs associated with the Tender Offer,
            unless: 
 
            (a)   the Form-F4 Registration Statement has been filed with 
                  the SEC and is effective and in full force; 
 
            (b)   the Agent has received a certificate in the form of 
                  Schedule 7 from an Authorised Signatory of the Borrower 
                  confirming that: 
 
                  (i)   all the conditions precedent to the Tender Offer 
                        as set out in the Offer Documents have been 
                        satisfied or waived as permitted hereby; 
 
                                 15 
                  (ii)  the Borrower and AXA Merger Corp. have accepted 
                        the Tendered Shares for payment (or will accept 
                        them for payment within 3 Business Days of the 
                        time the relevant Advance is made); 
 
                  (iii) immediately following acquisition of the Tendered 
                        Shares, the Borrower and its subsidiaries 

 
(b) the Merger Agreement is in full force and effect;  
(c) the Agent has received a copy certified as being a true and complete copy by an Authorised Signatory of a 
resolution of the Board of AXA Financial approving the Tender Offer and the Merger (unless otherwise received 
by the Agent pursuant to sub-clause 2.6.2. (d));  
(d) the Agent has received a copy of the Merger Agreement; and  
(e) the Agent has received a certificate in the form of Schedule 8 from an Authorised Signatory of the Borrower 
confirming that all conditions precedent to the Merger as set out in the Merger Agreement have been satisfied or 
waived as permitted hereby.  
16  
3. DRAWDOWN OF THE TERM FACILITY  
3.1 DRAWDOWN CONDITIONS FOR TERM ADVANCES  
A Term Advance will be made by the Banks to the Borrower if:  
                  (ii)  the Borrower and AXA Merger Corp. have accepted 
                        the Tendered Shares for payment (or will accept 
                        them for payment within 3 Business Days of the 
                        time the relevant Advance is made); 
 
                  (iii) immediately following acquisition of the Tendered 
                        Shares, the Borrower and its subsidiaries 
                        including AXA Merger Corp. will have the right to 
                        vote (either directly or through the Voting Trust,
                        as hereinafter defined) such percentage of the 
                        outstanding shares of AXA Financial as may be 
                        necessary to approve the Merger; and 
 
                  (iv)  upon such acquisition, the Borrower and AXA Merger
                        Corp. will hold the Tendered Shares free and clear
                        of all liens, encumbrances, options, rights and 
                        restrictions other than arising from the voting 
                        trust agreement dated as of 12 May 1992 by and 
                        among the Borrower and the voting trustees named 
                        therein, as amended by the first amendment 
                        agreement thereto dated as of 22 January 1999 (the
                        "VOTING TRUST"); 
 
            (c)   the Agent has received a copy certified as being a true 
                  and complete copy by an Authorised Signatory of a 
                  resolution of the Borrower's Supervisory Board (CONSEIL 
                  DE SURVEILLANCE) authorising the Tender Offer; 
 
            (d)   the Agent has received a copy certified as being a true 
                  and complete copy by an Authorised Signatory of a 
                  resolution of the Board of AXA Financial approving the 
                  Tender Offer and the Merger; and 
 
            (e)   the Agent has received copies of the Tender Offer 
                  Documents. 
 
2.6.3       CONDITIONS PRECEDENT FOR ADVANCES TO FINANCE THE MERGER 
            CONSIDERATION 
 
            The Borrower may not draw an Advance to finance payment of the
            Merger Consideration or costs associated with the Merger, 
            unless: 
 
            (a)   the Merger has been approved by all required corporate 
                  actions; and there are no restrictions on the ability of
                  AXA Merger Corp. to implement the Merger; 

3. DRAWDOWN OF THE TERM FACILITY  
3.1 DRAWDOWN CONDITIONS FOR TERM ADVANCES  
A Term Advance will be made by the Banks to the Borrower if:  
 
3.2 NOTICE OF DRAWDOWN IRREVOCABLE  
Delivery of a Notice of Drawdown shall oblige the Borrower to borrow the proposed Term Advance in the 
amount requested on the Drawdown Date.  
3.3 EACH BANK'S PARTICIPATION IN TERM ADVANCES  
Subject to the provisions of Clause 3.4 (REDUCTION OF AVAILABLE TERM COMMITMENT) each Bank 
shall participate in each Term Advance through its Facility Office in the proportion borne by its Available Term 
Commitment to the Available Term Facility immediately prior to the making of that Term Advance.  
17  
3.4 REDUCTION OF AVAILABLE TERM COMMITMENT  
If a Bank's Available Term Commitment is cancelled or reduced in accordance with the terms hereof at any time 
after the Agent has received a Notice of Drawdown in respect of any Term Advance but before the Drawdown 
Date relating to such Term Advance, then both the Original Dollar Amount and the amount of such Term 
Advance shall be recalculated as if the reduction of such Bank's Available Term Commitment had taken place 
before the date of receipt by the Agent of such Notice of Drawdown.  
3.1.1       by no later than 11.00 a.m. on the third Business Day before 
            the proposed date for the making of such Term Advance or such 
            shorter period as may be reasonably agreed by the Agent in 
            consultation with the Banks, the Agent has received a 
            completed Notice of Drawdown from the Borrower which specifies
            (a) that the Advance requested is a Term Advance and (b) 
            whether the Term Advance is drawn to finance (i) payment for 
            the Tendered Shares and costs associated with the Tender 
            Offer, (ii) payment of the Merger Consideration and costs 
            associated with the Merger, or (iii) payment of the 
            acquisition of the shares in AXA Financial currently held by 
            AXA Equity and Law Assurance Society and costs associated 
            therewith; 
 
3.1.2       the Drawdown Date is a Business Day within the Availability 
            Period for the Term Facility; 
 
3.1.3       the proposed Original Dollar Amount of such Term Advance is 
            (if less than the Available Term Facility) a minimum amount of
            $ 50,000,000 and an integral multiple of $ 10,000,000 or such 
            other amount agreed between the Agent and the Borrower; 
 
3.1.4       there would not immediately after the making of such Term 
            Advance, be more than 5 Term Advances outstanding; 
 
3.1.5       the interest rate applicable to such Term Advance during its 
            first Interest Period would not fall to be determined pursuant
            to Clause 9.3 (MARKET DISRUPTION); and 
 
3.1.6       on the Drawdown Date (a) no Event of Default or Potential 
            Event of Default and no Special Early Termination Event or 
            Potential Special Early Termination Event is continuing or 
            would result from the proposed Term Advance and (b) the 
            Repeated Representations are true; and 
 
3.1.7       the Borrower has paid, in accordance with the terms of the Fee
            Letters, all fees which have then fallen due. 

3.4 REDUCTION OF AVAILABLE TERM COMMITMENT  
If a Bank's Available Term Commitment is cancelled or reduced in accordance with the terms hereof at any time 
after the Agent has received a Notice of Drawdown in respect of any Term Advance but before the Drawdown 
Date relating to such Term Advance, then both the Original Dollar Amount and the amount of such Term 
Advance shall be recalculated as if the reduction of such Bank's Available Term Commitment had taken place 
before the date of receipt by the Agent of such Notice of Drawdown.  
3.5 FINAL DRAWDOWN DATE  
At close of business in Paris on the last day of the Availability Period relating to the Term Facility the Available 
Term Commitments shall automatically be reduced to zero.  
4. MULTICURRENCY OPTION FOR TERM ADVANCES  
4.1 BORROWER'S REQUEST FOR OPTIONAL CURRENCY FOR TERM ADVANCES  
The Borrower may in a Notice of Drawdown relating to a Term Advance and thereafter by notice to the Agent in 
the form of Schedule 9, received promptly after confirmation of the Agent's Rate of Exchange and in any event no 
later than 11 a.m. on the third Business Day before the first day of an Interest Period, request that the Term 
Advance be denominated in an Optional Currency during its first Interest Period or, as the case may be, the 
Interest Period to which the notice relates. In that event the Term Advance shall, subject to Clause 4.2 
(CONDITIONS FOR DENOMINATING A TERM ADVANCE IN AN OPTIONAL CURRENCY), be 
denominated in that Optional Currency provided that an Optional Currency may not be chosen if giving effect to 
such request would cause the Term Loan to be denominated in more than three Optional Currencies.  
4.2 CONDITIONS FOR DENOMINATING A TERM ADVANCE IN AN OPTIONAL CURRENCY  
If a Term Advance is to be denominated in an Optional Currency during any Interest Period relating thereto and 
no later than 9:30 a.m. on the Rate Determination Date for such Interest Period, the Agent receives notice from a 
Bank that (i) it is impracticable for that Bank to fund its Participation in the relevant Term Advance in the 
requested Optional Currency, or (ii) the use of the requested Optional Currency may contravene any law 
applicable to that Bank, then no later than 11.00 a.m. on the Rate Determination Date for such Interest Period, 
the Agent shall notify the Borrower and the Banks to that effect.  
In this event, any Bank that gives notice pursuant to this Clause 4.2 will be required to participate in the relevant 
Term Advance in dollars (in an amount equal to that Bank's proportion of the Original Dollar Amount of that 
Term Advance), and its Participation will be treated as a separate Term Advance denominated in dollars during 
that Interest Period.  
4.3 AMOUNT OF TERM ADVANCES  
The amount of a Term Advance shall be:  
18  
 
PROVIDED THAT:  
(i) if a Term Advance (the "RELEVANT ADVANCE") is to be denominated in the same Optional Currency 
4.3.1       the Dollar Amount of such Term Advance, if such Term Advance 
            is to be denominated in dollars; or 
 
4.3.2       if such Term Advance is to be denominated in an Optional 
            Currency, the amount of such Optional Currency which could be 
            purchased with the Dollar Amount of such Term Advance at the 
            Agent's Rate of Exchange on the third Business Day preceding 
            the first day of such Interest Period for the purchase of such
            Optional Currency with dollars, 

 
PROVIDED THAT:  
(i) if a Term Advance (the "RELEVANT ADVANCE") is to be denominated in the same Optional Currency 
during two successive Interest Periods and the Dollar Equivalent of the Term Loan on the first day of the second 
Interest Period would otherwise exceed 105% or fall short of 90% of its then Dollar Amount, the Dollar Amount 
of the Relevant Advance used for calculating its New Amount (in accordance with Clause 4.3.2) shall be reduced 
(in the former case) or increased (in the latter) to an amount such that the Dollar Equivalent of the Term Loan on 
the first day of the second Interest Period is equal to its Dollar Amount on that day PROVIDED THAT during 
the Availability Period of the Term Facility such a reduction shall only be required to the extent (if any) necessary 
to ensure that the Dollar Equivalent of the Term Loan on the first day of the second such Interest Period does not 
exceed the aggregate on that date of the Term Commitments; and  
(ii) the New Amount of the Relevant Advance shall be the same as its Existing Amount unless, by virtue of (i) of 
this proviso, its Dollar Amount has been adjusted, in which event its New Amount shall be determined in 
accordance with Clause 4.3.2.  
4.4 SAME CURRENCY  
If a Term Advance is to be denominated in the same Optional Currency during two successive Interest Periods 
and there is any difference between the Existing Amount of such Term Advance and its New Amount, then:  
 
19  
(b) on the third Business Day before the last day of the first of those Interest Periods, inform each Bank that no 
such payments need be made and that instead a sum equal to the aggregate amount which would have been so 
payable shall be treated as having been repaid by the Borrower under Clause 11.3 (VOLUNTARY 
PROPORTIONAL  
REPAYMENT); or  
(c) if an Event of Default shall have occurred and the Agent or an Instructing Group so determines, no such 
payments shall be made by the Banks and a sum equal to the aggregate amount which would have been so 
payable shall be treated as having been prepaid by the Borrower under Clause 11.3 (VOLUNTARY 
PROPORTIONAL REPAYMENT).  
4.3.1       the Dollar Amount of such Term Advance, if such Term Advance 
            is to be denominated in dollars; or 
 
4.3.2       if such Term Advance is to be denominated in an Optional 
            Currency, the amount of such Optional Currency which could be 
            purchased with the Dollar Amount of such Term Advance at the 
            Agent's Rate of Exchange on the third Business Day preceding 
            the first day of such Interest Period for the purchase of such
            Optional Currency with dollars, 
4.4.1       if the Existing Amount of such Term Advance exceeds its New 
            Amount, the Borrower shall on the last day of the first of 
            those Interest Periods pay to the Agent for the account of the
            Banks an amount equal to the amount of such excess; or 
 
4.4.2       if the New Amount of such Term Advance exceeds its Existing 
            Amount, the Agent shall, in accordance with the Borrower's 
            instructions set out in the notice given by the Borrower under
            Clause 4.1 (BORROWER'S REQUEST FOR OPTIONAL CURRENCY FOR TERM 
            ADVANCES), either: 
 
            (a)   on the third Business Day before the last day of the 
                  first of those Interest Periods, request each Bank to 
                  pay on the last day of the first of those Interest 
                  Periods an amount equal to its portion of the amount of 
                  such excess to the Agent for application in payment to 
                  the Borrower; or 

(b) on the third Business Day before the last day of the first of those Interest Periods, inform each Bank that no 
such payments need be made and that instead a sum equal to the aggregate amount which would have been so 
payable shall be treated as having been repaid by the Borrower under Clause 11.3 (VOLUNTARY 
PROPORTIONAL  
REPAYMENT); or  
(c) if an Event of Default shall have occurred and the Agent or an Instructing Group so determines, no such 
payments shall be made by the Banks and a sum equal to the aggregate amount which would have been so 
payable shall be treated as having been prepaid by the Borrower under Clause 11.3 (VOLUNTARY 
PROPORTIONAL REPAYMENT).  
4.5 CURRENCY CHANGE  
If a Term Advance (the "RELEVANT ADVANCE") is to be denominated in different currencies during two 
successive Interest Periods:  
4.5.1       the Agent shall on the third Business Day before the first day
            of the second of those Interest Periods: 
 
            (a)   calculate the difference (the "OVERALL DOLLAR 
                  DIFFERENCE"), as of the first day of the second of those
                  Interest Periods between (i) the Dollar Amount of all 
                  the Term Advances plus the Available Term Facility and 
                  (ii) the sum of the Dollar Equivalents of all the Term 
                  Advances except the Relevant Advance, and 
 
            (b)   determine in accordance with Clause 4.3 (AMOUNT OF TERM 
                  ADVANCES) the New Amount of the Relevant Advance after 
                  adjusting its Dollar Amount for the second such Interest
                  Period so as; 
 
                  (i)   if the determination is made before the end of the
                        Availability Period for the Term Facility, to make
                        it equal to the lesser of the Overall Dollar 
                        Difference or the Dollar Amount of the Relevant 
                        Advance during the first such Interest Period, or 
 
                  (ii)  if the determination is made after the 
                        Availability Period for the Term Facility, to make
                        it equal to the Overall Dollar Difference, and 
 
            (c)   enter into an exchange contract for the purchase of the 
                  currency of an amount equal to the Existing Amount of 
                  the Relevant Advance with the currency of the New Amount
                  of the Relevant Advance, for settlement on the last day 
                  of the first of those Interest Periods; 
 
4.5.2       on the last day of the first of those Interest Periods, each 
            Bank shall pay an amount equal to its portion of the New 
            Amount of the Relevant Advance to the Agent, who shall hold 
            the same on behalf of such Bank; 
 
4.5.3       the Agent shall: 
 
            (a)   on the last day of the first of those Interest Periods, 
                  apply the amount so made available to it by each Bank in
                  or towards the purchase of such 
 
                                 20 
                  Bank's portion of the Existing Amount of the Relevant 
                  Advance pursuant to the exchange contract referred to in
                  Clause 4.5.1 (c) and pay the amount so purchased to such
                  Bank; and 
 
            (b)   pay any portion of the amount made available to it by 
                  the Banks and not applied in accordance with sub-clause 
                  4.5.3 (a) to the Borrower or, if an Event of Default 

 
5. INTEREST PERIODS FOR TERM ADVANCES  
5.1 INTEREST PERIODS  
The period for which a Term Advance is outstanding shall be divided into successive periods each of which 
(other than the first, which shall begin on the day such Term Advance is made) shall start on the last day of the 
preceding such period.  
5.2 DURATION OF INTEREST PERIODS  
The duration of each Interest Period shall, save as otherwise provided therein, be one, two, three or six months 
or any other period of up to twelve months agreed between the Borrower and the Agent (acting on the 
instructions of all the Banks), in each case as the Borrower may by not less than four Business Days' prior notice 
to the Agent select, PROVIDED THAT:  
 
5.3 CONSOLIDATION OF ADVANCES  
If two or more Interest Periods relating to Term Advances denominated in the same currency end at the same 
time, then, on the last day of those Interest Periods, the Term Advances to which they relate shall be consolidated 
into and treated as a single Term Advance.  
5.4 DIVISION OF ADVANCES  
The Borrower may, by not less than five Business Days' prior notice to the Agent, direct that any Term Advance 
shall, at the beginning of any Interest Period relating thereto, be  
21  
divided into (and thereafter, save as otherwise provided therein, treated in all respects as) two or more Term 
Advances having such respective Original Dollar Amounts (in aggregate, equalling the Dollar Amount of the Term 
Advance being so divided) as shall be specified by the Borrower in such notice, PROVIDED THAT the 
Borrower shall not be entitled to make such a direction if:  
                  Bank's portion of the Existing Amount of the Relevant 
                  Advance pursuant to the exchange contract referred to in
                  Clause 4.5.1 (c) and pay the amount so purchased to such
                  Bank; and 
 
            (b)   pay any portion of the amount made available to it by 
                  the Banks and not applied in accordance with sub-clause 
                  4.5.3 (a) to the Borrower or, if an Event of Default 
                  shall have occurred and the Agent or an Instructing 
                  Group so determines, to the Banks, any amount so paid to
                  the Banks being treated as if it were a repayment made 
                  by the Borrower under Clause 11.3 (VOLUNTARY 
                  PROPORTIONAL REPAYMENT); 
 
4.5.4       the Borrower shall pay to the Agent for the account of each 
            Bank a sum equal to the amount (if any) by which such Bank's 
            share of the Existing Amount of such Advance exceeds the 
            portion thereof purchased by the Agent pursuant to sub-clause 
            4.5.3 (a). 
5.2.1       if the Borrower fails to give such notice of its selection in
            relation to an Interest Period, the duration of that Interest
            Period shall, subject to sub-clause 5.2.2, be three months; 
            and 
 
5.2.2       any Interest Period for a Term Advance which would otherwise 
            end during the month preceding, or extend beyond, the Term 
            Loan Termination Date shall be of such duration that it shall
            end on the Term Loan Termination Date. 

divided into (and thereafter, save as otherwise provided therein, treated in all respects as) two or more Term 
Advances having such respective Original Dollar Amounts (in aggregate, equalling the Dollar Amount of the Term 
Advance being so divided) as shall be specified by the Borrower in such notice, PROVIDED THAT the 
Borrower shall not be entitled to make such a direction if:  
 
5.5 CONSOLIDATED AND DIVIDED ADVANCES  
For the purpose of Clause 4 (MULTICURRENCY OPTION FOR TERM ADVANCES), a Term Advance 
which comes into existence upon the consolidation of two or more existing Term Advances or the division of an 
existing Term Advance shall be treated as having existed prior to the date on which it comes into existence and:  
 
6. DRAWDOWN OF THE REVOLVING FACILITY  
6.1 DRAWDOWN CONDITIONS FOR REVOLVING ADVANCES  
A Revolving Advance will be made by the Banks to the Borrower if:  
5.4.1       as a result of so doing, there would be more than five 
            outstanding Term Advances; or 
 
5.4.2       any Term Advance thereby coming into existence would have an
            Original Dollar Amount of less than $ 50,000,000. 
5.5.1       in the case of a consolidated Term Advance, having an amount 
            equal to the aggregate of the amounts of the Term Advances so
            consolidated; and 
 
5.5.2       in the case of a divided Term Advance, having an amount equal
            to the portion of the Term Advance so divided which bears the
            same proportion to the amount of the Term Advance so divided 
            as the Original Dollar Amount of the Term Advance coming into
            existence bears to the Dollar Amount of the Term Advance so 
            divided. 
6.1.1       by no later than 11.00 a.m. on the third Business Day before 
            the proposed date for the making of such Revolving Advance or 
            such shorter period as may be reasonably agreed by the Agent 
            in consultation with the Banks, the Agent has received a 
            completed Notice of Drawdown from the Borrower which specifies
            (a) that the Advance requested is a Revolving Advance and (b) 
            whether the Revolving Advance is drawn to finance (i) the 
            payment of the Tendered Shares and costs associated with the 
            Tender Offer, (ii) payment of the Merger Consideration and 
            costs associated with the Merger, or (iii) payment of the 
            acquisition of the shares in AXA Financial currently held by 
            AXA Equity and Law Assurance Society and costs associated 
            therewith; 
 
6.1.2       the Drawdown Date is a Business Day within the Availability 
            Period for the Revolving Facility; 
 
6.1.3       the proposed Original Dollar Amount of such Revolving Advance 
            is (if less than the Available Revolving Facility) a minimum 
            amount of $50,000,000 and 
 
                                 22 
            an integral multiple of $ 10,000,000 or such other amount 
            agreed between the Agent and the Borrower; 
 
6.1.4       there would not immediately after making of such Revolving 
            Advance, be more than 5 Revolving Advances outstanding; 
 
6.1.5       the interest rate applicable to such Revolving Advance would 

 
6.2 NOTICE OF DRAWDOWN IRREVOCABLE  
Delivery of a Notice of Drawdown shall oblige the Borrower to borrow the Revolving Advance in the amount 
requested on the Drawdown Date.  
6.3 EACH BANK'S PARTICIPATION IN REVOLVING ADVANCES  
Subject to the provisions of Clause 6.4 (REDUCTION OF AVAILABLE REVOLVING COMMITMENT) 
each Bank shall participate in each Revolving Advance through its Facility Office in the proportion borne by its 
Available Revolving Commitment to the Available Revolving Facility immediately prior to the making of that 
Revolving Advance.  
6.4 REDUCTION OF AVAILABLE REVOLVING COMMITMENT  
If a Bank's Available Revolving Commitment is cancelled or reduced in accordance with the terms hereof at any 
time after the Agent has received a Notice of Drawdown in respect of any Revolving Advance but before the 
Drawdown Date relating to such Revolving Advance, then both the Original Dollar Amount and the amount of 
such Revolving Advance shall be recalculated as if the reduction of such Bank's Available Revolving Commitment 
had taken place before the date of receipt by the Agent of such Notice of Drawdown.  
6.5 FINAL DRAWDOWN DATE  
At close of business in Paris on the last day of the Availability Period for the Revolving Facility the Available 
Revolving Commitments shall automatically be reduced to zero.  
23  
7. MULTICURRENCY OPTION FOR REVOLVING ADVANCES  
7.1 BORROWER'S REQUEST FOR OPTIONAL CURRENCY FOR REVOLVING ADVANCES  
The Borrower may request in a Notice of Drawdown relating to a Revolving Advance that it be denominated in 
an Optional Currency in which event such Revolving Advance shall, subject to Clause 7.2 (CONDITIONS FOR 
DENOMINATING A REVOLVING ADVANCE IN AN OPTIONAL Currency), be denominated in such 
Optional Currency provided that an Optional Currency may not be chosen if giving effect to such request would 
cause the Revolving Loan to be denominated in more than three Optional Currencies.  
7.2 CONDITIONS FOR DENOMINATING A REVOLVING ADVANCE IN AN OPTIONAL 
CURRENCY  
            an integral multiple of $ 10,000,000 or such other amount 
            agreed between the Agent and the Borrower; 
 
6.1.4       there would not immediately after making of such Revolving 
            Advance, be more than 5 Revolving Advances outstanding; 
 
6.1.5       the interest rate applicable to such Revolving Advance would 
            not fall to be determined pursuant to Clause 9.3 (MARKET 
            DISRUPTION); 
 
6.1.6       on the Drawdown Date (a) no Event of Default or Potential 
            Event of Default and no Special Early Termination Event or 
            Potential Special Early Termination Event is continuing or 
            would result from the proposed Revolving Advance or, in the 
            case of a Substitution Advance, no Event of Default or Special
            Early Termination Event is continuing or would result from the
            proposed Revolving Advance and (b) the Repeated 
            Representations are true; and 
 
6.1.7       the Borrower has paid, in accordance with the terms of the Fee
            Letters, all fees which have then fallen due. 

7. MULTICURRENCY OPTION FOR REVOLVING ADVANCES  
7.1 BORROWER'S REQUEST FOR OPTIONAL CURRENCY FOR REVOLVING ADVANCES  
The Borrower may request in a Notice of Drawdown relating to a Revolving Advance that it be denominated in 
an Optional Currency in which event such Revolving Advance shall, subject to Clause 7.2 (CONDITIONS FOR 
DENOMINATING A REVOLVING ADVANCE IN AN OPTIONAL Currency), be denominated in such 
Optional Currency provided that an Optional Currency may not be chosen if giving effect to such request would 
cause the Revolving Loan to be denominated in more than three Optional Currencies.  
7.2 CONDITIONS FOR DENOMINATING A REVOLVING ADVANCE IN AN OPTIONAL 
CURRENCY  
If a Revolving Advance is to be made in an Optional Currency and no later than 9:30 a.m. on the Rate 
Determination Date, the Agent receives notice from a Bank that (i) it is impracticable for that Bank to fund its 
Participation in the relevant Revolving Advance in the requested Optional Currency, or (ii) the use of the 
requested Optional Currency may contravene any law, then no later than 11.00 a.m. on the Rate Determination 
Date, the Agent shall notify the Borrower and the Banks to that effect.  
In this event, any Bank that gives notice pursuant to this Clause 7.2 will be required to participate in the relevant 
Revolving Advance in dollars (in an amount equal to that Bank's proportion of the Original Dollar Amount of that 
Revolving Advance), and its Participation will be treated as a separate Revolving Advance denominated in dollars 
during that Interest Period.  
7.3 AMOUNT OF REVOLVING ADVANCES  
The amount of a Revolving Advance shall be:  
 
8. INTEREST PERIODS FOR REVOLVING ADVANCES  
8.1 The Borrower shall select the duration of the Interest Period for a Revolving Advance in the Notice of 
Drawdown relating to such Revolving Advance PROVIDED THAT, if the Borrower fails to make such selection, 
the proposed Revolving Advance shall have an Interest Period of three months.  
8.2 Subject to this Clause 8 the Borrower may select an Interest Period of one, two, three or six months or any 
other period of up to twelve months agreed between the Borrower and the Agent (acting on the instructions of all 
the Banks).  
24  
8.3 The Interest Period for a Revolving Advance shall not extend beyond the Revolving Loan Termination Date.  
8.4 Each Revolving Advance has one Interest Period only which starts on its Drawdown Date.  
9. INTEREST RATES  
9.1 CALCULATION OF INTEREST  
The rate of interest applicable to an Advance from time to time during an Interest Period, shall be the rate per 
7.3.1       the Dollar Amount of such Revolving Advance, if such Revolving
            Advance is to be denominated in dollars; or 
 
7.3.2       if such Revolving Advance is to be denominated in an Optional 
            Currency, the amount of such Optional Currency which could be 
            purchased with the Dollar Amount of such Revolving Advance at 
            the Agent's Rate of Exchange on the third Business Day 
            preceding the first day of its Interest Period. 

8.3 The Interest Period for a Revolving Advance shall not extend beyond the Revolving Loan Termination Date.  
8.4 Each Revolving Advance has one Interest Period only which starts on its Drawdown Date.  
9. INTEREST RATES  
9.1 CALCULATION OF INTEREST  
The rate of interest applicable to an Advance from time to time during an Interest Period, shall be the rate per 
annum which is the sum of the Margin, the Mandatory Costs Rate in respect thereof at such time and the 
Reference Rate for that Interest Period.  
9.2 NON-PUBLICATION OF THE REFERENCE RATE  
In the event that, on any Rate Determination Date in respect of any Interest Period a Reference Rate is not 
published in the manner described in the definition of LIBOR or, as the case may be, EURIBOR, such Reference 
Rate shall be replaced for the determination of the interest rate applicable in respect of such Interest Period by, if 
on such date at least two Reference Banks notify the Agent of the rates at which, at or about 11.30 a.m. on such 
date, they were offering deposits in the relevant currency in an amount equivalent to the relevant Advance, in 
relation to EURIBOR to prime banks in the Euro Interbank Market or, in relation to LIBOR, to prime banks in 
the London Interbank Market for a period beginning on such date and ending on the final day of such Interest 
Period, the rate per annum which is equal to the arithmetic mean (rounded upwards, if necessary, to the nearest 
1/16th) of the rates so notified.  
9.3 MARKET DISRUPTION  
9.3.1 In the event that:  
(a) on any Rate Determination Date for an Interest Period the Reference Rate is not published and the provisions 
of Clause 9.2 (NON-PUBLICATION OF THE REFERENCE RATE) do not permit the Agent to determine a 
successor rate; or  
(b) a Bank or Banks whose aggregate Participations exceed 662/3 % of the amount of the relevant Advance, 
notify the Agent, such notice to be given no later than on the Rate Determination Date in respect of any Interest 
Period, that the Reference Rate (or any successor Reference Rate determined in accordance with Clause 9.2 
(NON-PUBLICATION OF THE REFERENCE RATE)) for that Interest Period does not reflect the Funding 
Costs of such Bank or Banks.  
then, the Agent shall forthwith so notify the Borrower and the other Banks.  
9.3.2  
(a) If paragraph (a) of Clause 9.3.1 applies, then the Interest Period shall automatically be reduced to one month.  
25  
(b) If either paragraph of Clause 9.3.1 applies, then the Agent and the Borrower shall seek to agree in good faith 
a substitute basis for determining a substitute interest rate for the relevant Interest Period.  
(c) In the event that the Agent and the Borrower agree on a substitute basis for the determination of the 
applicable interest rate not later than 2 (two) Business Days prior to the end of the relevant Interest Period, the 
substitute interest rate shall apply during that Interest Period, except in so far as concerns any Bank which notifies 
the Agent not less than 2 (two) Business Days after such agreement is reached that the substituted rate does not 
reflect its Funding Costs. The interest rate applicable to the Participation of that Bank in the relevant Advance 
during the relevant Interest Period shall be the sum of the Margin, the Mandatory Costs Rate, if any, in respect 
thereof at such time and its Funding Costs during such Interest Period.  
(d) In the event that the Borrower and the Agent do not  

(b) If either paragraph of Clause 9.3.1 applies, then the Agent and the Borrower shall seek to agree in good faith 
a substitute basis for determining a substitute interest rate for the relevant Interest Period.  
(c) In the event that the Agent and the Borrower agree on a substitute basis for the determination of the 
applicable interest rate not later than 2 (two) Business Days prior to the end of the relevant Interest Period, the 
substitute interest rate shall apply during that Interest Period, except in so far as concerns any Bank which notifies 
the Agent not less than 2 (two) Business Days after such agreement is reached that the substituted rate does not 
reflect its Funding Costs. The interest rate applicable to the Participation of that Bank in the relevant Advance 
during the relevant Interest Period shall be the sum of the Margin, the Mandatory Costs Rate, if any, in respect 
thereof at such time and its Funding Costs during such Interest Period.  
(d) In the event that the Borrower and the Agent do not  
                        reach such an agreement within the period mentioned in 
                        paragraph (c), the interest rate applicable to the 
                        Participation of each Bank in the relevant Advance 
                        during the relevant Interest Period shall be equal to 
                        the sum of the Margin, the Mandatory Costs Rate in 
                        respect thereof at such time and such Bank's Funding 
                        Costs during such Interest Period. 
 
10.   PAYMENT OF INTEREST 
 
10.1  ADVANCES 
 
      The Agent shall promptly and, in any case, not later than 10 a.m. two 
      Business Days before the first day of an Interest Period, notify each Bank
      of the proposed Dollar Amount of the relevant Advance, the proposed length
      of the relevant Interest period, whether or not such Advance is to be 
      denominated in an Optional Currency (and, if so, the amount of such 
      Advance in the relevant Optional Currency) and the aggregate principal 
      amount of such Advance allocated to such Bank pursuant to Clause 3.3 (EACH
      BANK'S PARTICIPATION IN TERM ADVANCES) and Clause 6.3 (EACH BANK'S 
      PARTICIPATION IN REVOLVING ADVANCES). 
 
10.2  INTEREST RATE DETERMINATION 
 
      The Agent shall promptly notify the Borrower and the Banks of each 
      determination of the Reference Rate and the Mandatory Costs Rate (if any).
 
10.3  CHANGES TO ADVANCES OR INTEREST RATES 
 
      The Agent shall promptly notify the Borrower and the Banks of any change 
      to (a) the proposed length of an Interest Period or (b) any interest rate 
      in either case occasioned by the operation of Clause 9.3 (MARKET 
      DISRUPTION). 
 
                                       26 
10.4  PAYMENT OF INTEREST 
      On the last day of each Interest Period relating to each Advance and, if 
      the Interest Period of such Advance exceeds six months, on the expiry of 
      each period of six months during such Interest Period, the Borrower shall 
      pay accrued interest on the Advance to which such Interest Period relates.
 
11.   SCHEDULED AND OTHER REPAYMENTS 
 
11.1  SCHEDULED REPAYMENT 
 
      11.1.1      The Borrower shall repay the Term Loan on the Term Loan 
                  Termination Date. 
 
      11.1.2      The Borrower shall repay each Revolving Advance on the last 
                  day of its Interest Period. 
 
11.2  MANDATORY NON-PROPORTIONAL REPAYMENT 
 
      If Clause 13.2 (ILLEGALITY) applies in respect of any Bank, then, the 
      Borrower shall, at the request of the Agent, repay without penalty such 

10.4  PAYMENT OF INTEREST 
      On the last day of each Interest Period relating to each Advance and, if 
      the Interest Period of such Advance exceeds six months, on the expiry of 
      each period of six months during such Interest Period, the Borrower shall 
      pay accrued interest on the Advance to which such Interest Period relates.
 
11.   SCHEDULED AND OTHER REPAYMENTS 
 
11.1  SCHEDULED REPAYMENT 
 
      11.1.1      The Borrower shall repay the Term Loan on the Term Loan 
                  Termination Date. 
 
      11.1.2      The Borrower shall repay each Revolving Advance on the last 
                  day of its Interest Period. 
 
11.2  MANDATORY NON-PROPORTIONAL REPAYMENT 
 
      If Clause 13.2 (ILLEGALITY) applies in respect of any Bank, then, the 
      Borrower shall, at the request of the Agent, repay without penalty such 
      Bank's Participation in the Loan on the last Business Day authorised under
      the terms of such law. 
 
11.3  VOLUNTARY PROPORTIONAL REPAYMENT 
 
      11.3.1      At any time the Borrower may, subject to giving at least five 
                  (5) Business Days notice to the Agent, such notice being 
                  irrevocable, repay (without cost, premium or penalty but 
                  subject to Clause 20.2 (INTEREST DIFFERENTIALS)), all or any 
                  part of the Term Loan or the Revolving Loan. 
 
      11.3.2      Any such repayment, if not of the entire amount of the Term 
                  Loan or the Revolving Loan (as the case may be), shall be in 
                  an amount such that its Dollar Amount will be reduced by an 
                  amount which is at least $ 50,000,000 and an integral multiple
                  of $ 10,000,000. 
 
11.4  VOLUNTARY NON-PROPORTIONAL REPAYMENT 
 
      11.4.1      The Borrower may repay (without cost, premium or penalty but 
                  subject to Clause 20.2 (INTEREST DIFFERENTIALS)) all but not 
                  part only of the Participation in the Loan of any Bank which 
                  has made a claim under Clause 12 (TAXES) or Clause 13.1 
                  (ADDITIONAL COSTS) provided that the Borrower shall give at 
                  least five (5) Business Days' notice, such notice being 
                  irrevocable, to the Agent of its intention to make such 
                  repayment and that, at the time such notice is given, the 
                  circumstances which gave rise to the Bank's claim continue to 
                  exist. 
 
      11.4.2      Upon delivery by the Borrower to the Agent of a notice of 
                  repayment pursuant to the provisions of sub-clause 11.4.1, the
                  Available Commitment of the relevant Bank shall be reduced to 
                  zero. 
 
                                       27 
11.5  MANDATORY REPAYMENT ON CHANGE OF CONTROL 
 
      11.5.1      HOSTILE CHANGES OF CONTROL 
 
                  If (following consultation between the Agent and the Borrower)
                  within 30 days of the date upon which a hostile change of 
                  control becomes legally effective, the Agent (acting on the 
                  instruction of an Instructing Group), by notice to the 
                  Borrower so requires, the Borrower shall, on the later of the 
                  date specified in the notice and 90 days after the date of the
                  hostile change of control becoming legally effective, repay 
                  the Loan. On delivery of such a notice, the Commitments shall 
                  automatically be reduced to zero. Any repayment made pursuant 
                  to this Clause 11.5.1 shall be made without penalty, cost or 
                  premium but subject to Clause 20.2 (INTEREST DIFFERENTIALS). 
 

 
28  
(c) an "AMICABLE CHANGE OF CONTROL" is a change of control which the Borrower's CONSEIL DE 
SURVEILLANCE has at all times recommended or approved;  
(d) if the Borrower's CONSEIL DE SURVEILLANCE (i) is not under an obligation to take any decision with 
respect to a change of control and (ii) does not, in fact, take any such decision, then :  
(i) if the change of control in question arises as a result of a transfer of shares by one or more members of the 
Control Group, the Supervisory Board will be deemed to have recommended that change in control; and  
11.5  MANDATORY REPAYMENT ON CHANGE OF CONTROL 
 
      11.5.1      HOSTILE CHANGES OF CONTROL 
 
                  If (following consultation between the Agent and the Borrower)
                  within 30 days of the date upon which a hostile change of 
                  control becomes legally effective, the Agent (acting on the 
                  instruction of an Instructing Group), by notice to the 
                  Borrower so requires, the Borrower shall, on the later of the 
                  date specified in the notice and 90 days after the date of the
                  hostile change of control becoming legally effective, repay 
                  the Loan. On delivery of such a notice, the Commitments shall 
                  automatically be reduced to zero. Any repayment made pursuant 
                  to this Clause 11.5.1 shall be made without penalty, cost or 
                  premium but subject to Clause 20.2 (INTEREST DIFFERENTIALS). 
 
      11.5.2      AMICABLE CHANGES OF CONTROL 
 
                  If, within 30 days of the date on which an amicable change of 
                  control becomes effective, any two specified rating agencies 
                  reduce the credit risk rating published by them in respect of 
                  the Borrower by more than one rating level the Agent may (and,
                  if so instructed by an Instructing Group, shall): 
 
                  (a)   declare that the Interest Period of any Advance having 
                        an Interest Period greater than 6 months is reduced to 6
                        months; 
 
                  (b)   declare that any undrawn portion of each Facility shall 
                        be cancelled, whereupon the same shall be cancelled; and
 
                  (c)   declare that the Available Commitment of each Bank shall
                        be reduced to zero. 
 
                  Any repayment made pursuant to this Clause 11.5.2 shall be 
                  made without penalty, cost or premium but subject to Clause 
                  20.2 (INTEREST DIFFERENTIALS). 
 
      11.5.3      DEFINITIONS 
 
                  For the purposes of Clauses 11.5.1 and 11.5.2: 
 
                  (a)   there is a "CHANGE OF CONTROL" if the Borrower or FINAXA
                        (or any company into which the Borrower or FINAXA is 
                        merged) is controlled by a person who is not a member of
                        the Control Group or a successor to or company 
                        controlled by one or more members of the Control Group 
                        PROVIDED THAT no such change of control of FINAXA shall 
                        be taken into account if immediately after such change 
                        of control the other members of the Control Group acting
                        separately or in concert, continue to control the 
                        Borrower; 
 
                  (b)   a "HOSTILE CHANGE OF CONTROL" is a change of control in 
                        respect of which the Borrower's CONSEIL DE SURVEILLANCE 
                        has at any time stated that it does not recommend or 
                        approve of such change of control; 

(c) an "AMICABLE CHANGE OF CONTROL" is a change of control which the Borrower's CONSEIL DE 
SURVEILLANCE has at all times recommended or approved;  
(d) if the Borrower's CONSEIL DE SURVEILLANCE (i) is not under an obligation to take any decision with 
respect to a change of control and (ii) does not, in fact, take any such decision, then :  
(i) if the change of control in question arises as a result of a transfer of shares by one or more members of the 
Control Group, the Supervisory Board will be deemed to have recommended that change in control; and  
(ii) if the change of control in question results from dealings in shares of the Borrower which do not involve the 
Control Group, the Supervisory Board will be deemed to have stated that it does not recommend that change in 
control;  
(e) "CONTROL GROUP" means FINAXA, AXA Assurances IARD Mutuelle, AXA Assurances Vie Mutuelle, 
AXA Courtage Assurances Mutuelle, AXA Conseil Vie Assurance Mutuelle, and any other mutual insurance 
society incorporated in France and created at the initiative of any member of the Group for the purpose of 
controlling the Borrower;  
(f) "CONTROL" has the meaning given in article L.233-3 of  
 
29  
                        the French CODE DE COMMERCE; and (g) the "SPECIFIED 
                        RATING AGENCIES" are Standard and Poor's Rating Group, 
                        Moody's Investor Services, Inc and Fitch IBCA. 
 
11.6  MANDATORY REPAYMENT UPON ILLEGALITY 
 
      If at any time it becomes illegal for the Borrower to perform its 
      obligations under this Agreement, the Borrower shall forthwith upon demand
      from the Agent repay the Loan. 
 
11.7  GENERAL PROVISIONS IN RELATION TO REPAYMENTS 
 
      11.7.1      Upon delivery by the Borrower of a notice pursuant to Clause 
                  11.3 (VOLUNTARY PROPORTIONAL REPAYMENT) or Clause 11.4 
                  (VOLUNTARY NON-PROPORTIONAL REPAYMENT), the Borrower shall 
                  forthwith be bound to make a repayment in accordance with such
                  notice. 
 
      11.7.2      In the event that the Borrower becomes obliged to make a 
                  repayment in accordance with Clause 11.2 (MANDATORY 
                  NON-PROPORTIONAL REPAYMENT), Clause 11.3 (VOLUNTARY 
                  PROPORTIONAL REPAYMENT), Clause 11.4 (VOLUNTARY 
                  NON-PROPORTIONAL REPAYMENT), Clause 11.5 (MANDATORY REPAYMENT 
                  ON CHANGE OF CONTROL), Clause 11.6 (MANDATORY REPAYMENT UPON 
                  ILLEGALITY) or Clause 18 (EVENTS OF DEFAULT AND SPECIAL EARLY 
                  TERMINATION EVENTS) the Borrower shall, at the same time, pay 
                  all interest accrued on the amount to be repaid and all other 
                  sums then due hereunder. 
      11.7.3      The Borrower may not reborrow any part of the Term Loan which 
                  has been repaid, except for amounts treated as repaid under 
                  Clause 4.4.2 (b) during the Availability Period of the Term 
                  Facility. 
 
12.   TAXES 
 
12.1  WITHHOLDINGS 
 
      12.1.1      All payments to be made by the Borrower hereunder (including 
                  any payments made pursuant to this Clause 12) shall be made 
                  free and clear of and without deduction for or on account of 
                  any tax levied in France, unless the Borrower is required to 
                  make such payment subject to any such deduction or withholding
                  (a "WITHHOLDING"), in which case, subject to Clause 12.2 

 
Any Bank which was not an Eligible Bank on the date of this Agreement (or, as the case may be, on the date 
upon which it became a Bank pursuant to the provisions of Clause 26.2 (TRANSFERS BY BANKS) unless the 
transfer was made pursuant to  
30  
Clause 14.2 (MITIGATION)), shall only be entitled to an additional payment under Clause 12.1 
(WITHHOLDINGS) to the extent that the additional payment is referable to an increase in the applicable 
withholding tax rate in France after such date.  
13. CHANGES IN CIRCUMSTANCES  
13.1 ADDITIONAL COSTS  
      11.7.3      The Borrower may not reborrow any part of the Term Loan which 
                  has been repaid, except for amounts treated as repaid under 
                  Clause 4.4.2 (b) during the Availability Period of the Term 
                  Facility. 
 
12.   TAXES 
 
12.1  WITHHOLDINGS 
 
      12.1.1      All payments to be made by the Borrower hereunder (including 
                  any payments made pursuant to this Clause 12) shall be made 
                  free and clear of and without deduction for or on account of 
                  any tax levied in France, unless the Borrower is required to 
                  make such payment subject to any such deduction or withholding
                  (a "WITHHOLDING"), in which case, subject to Clause 12.2 
                  (Exception), the sum payable by the Borrower in respect of 
                  which such withholding is required to be made shall be 
                  increased to the extent necessary to ensure that, after the 
                  making of the withholding, the payee receives a net sum equal 
                  to the sum which it would have received had no such 
                  withholding been required to be made. 
 
      12.1.2      In the event that the Borrower is required to make any 
                  withholding (or if subsequently any modification is made to 
                  the rate or the method of calculation of any withholding), 
                  then the Borrower shall notify the Agent of such event 
                  promptly upon becoming aware thereof. 
 
      12.1.3      If the Borrower is required to make a withholding, it shall 
                  pay the full amount of such withholding to the relevant 
                  authority within the time allowed for such payment and shall 
                  deliver to the Agent within thirty (30) days after such 
                  payment, an original of the receipt evidencing the payment of 
                  the relevant withholding (or a certified copy thereof). 
 
      12.1.4      In the event that any Bank, having received a payment which 
                  has been increased pursuant to the provisions of sub-clause 
                  12.1.1 above, determines (in its discretion) that it has 
                  irrevocably received a refund of tax or a tax credit as a 
                  result of the payment of the withholding by the Borrower, such
                  Bank shall forthwith pay to the Borrower an amount equal to 
                  the value of such refund or credit, net of any costs and taxes
                  incurred by the Bank in relation to such payment (so that the 
                  Bank does not incur any cost or liability in respect of such 
                  payment) provided always that no Bank shall be under any 
                  obligation to make any such payment if the making of such 
                  payment might result in the cancellation of the relevant tax 
                  refund or credit. Each Bank shall have an absolute discretion 
                  in obtaining or using any tax credit or refund, shall have no 
                  account to render to the Borrower in that connection and shall
                  not be required to disclose any information in relation to its
                  tax matters. 
 
12.2  EXCEPTION 

Clause 14.2 (MITIGATION)), shall only be entitled to an additional payment under Clause 12.1 
(WITHHOLDINGS) to the extent that the additional payment is referable to an increase in the applicable 
withholding tax rate in France after such date.  
13. CHANGES IN CIRCUMSTANCES  
13.1 ADDITIONAL COSTS  
      13.1.1      For the purposes of this Agreement a "CHANGE IN LAW" shall 
                  mean: 
 
                  (a)   any change in the law applicable at the date of this 
                        Agreement which comes into force after such date; 
 
                  (b)   any change after the date of this Agreement in the 
                        interpretation of any law by any competent authority or 
                        in the conditions of its application. 
 
      13.1.2      The Banks have fixed their levels of remuneration under this 
                  Agreement on the basis of the requirements of credit, fiscal, 
                  monetary and professional regulations applicable to them (and 
                  where relevant their Regulated Holding Companies) at the date 
                  of this Agreement (and, in particular, those concerning credit
                  risk control and the solvency of credit institutions). 
                  Therefore, in the event that as a result of (a) any change in 
                  law or (b) compliance with any recommendation, instruction or 
                  request by any central bank or fiscal or monetary or 
                  regulatory authority which, even if non-mandatory, is commonly
                  complied with by banks in the relevant country: 
 
                  (a)   a Bank (or, where relevant, its Regulated Holding 
                        Company) is unable to obtain the net rate of return on 
                        its capital that it would have been able to obtain but 
                        for entering into or performing its obligations; 
 
                  (b)   a Bank (or, where relevant, its Regulated Holding 
                        Company) incurs a cost (or, as the case may be, an 
                        additional cost) as a result of entering into its 
                        obligations as a Bank or as a result of performing its 
                        obligations; 
 
                  (c)   a Bank (or, where relevant, its Regulated Holding 
                        Company) incurs a cost (or, as the case may be, an 
                        additional cost) as a result of financing any category 
                        of assets of which such Bank's Participation forms part;
                        or 
 
                  (d)   a Bank (or, where relevant, its Regulated Holding 
                        Company) becomes liable to make any payment on account 
                        of tax as a result of its Participation or calculated by
                        reference to any sum receivable by it pursuant to this 
                        Agreement, except where such liability results from a 
                        tax imposed, in the jurisdiction in which it is 
                        incorporated or in which its Facility Office is located,
                        on the net income of its Facility Office; 
 
                  then, the Borrower shall, subject to Clause 13.1.3 below, pay,
                  on demand by the Agent, all amounts necessary to indemnify the
                  relevant Bank for the reduction in the rate of return on 
                  capital referred to in paragraph (a), the costs referred to 
 
                                       31 
                  in paragraphs (b) and (c) or the taxes referred to in 
                  paragraph (d) above (each an "INCREASED COST"). 
 
      13.1.3      The Borrower shall only be obliged to indemnify the relevant 
                  Bank in respect of an Increased Cost to the extent that such 
                  Increased Cost would have the same effect at the same date on
                  all banks regulated by the same central bank or fiscal or 

 
The Agent shall immediately notify the Borrower of any notification it receives from any Bank to the effect that it 
is or has become illegal for such Bank to fulfil its obligations or to fund or maintain its Participation. Following 
receipt of such a notice (provided that such notice gives full details of the cause and the nature of the illegality and 
its impact on a Bank's Participation and provided also that such illegality is both certain and definitive and is not 
subject to conditions reasonably acceptable to the Bank):  
                  in paragraphs (b) and (c) or the taxes referred to in 
                  paragraph (d) above (each an "INCREASED COST"). 
 
      13.1.3      The Borrower shall only be obliged to indemnify the relevant 
                  Bank in respect of an Increased Cost to the extent that such 
                  Increased Cost would have the same effect at the same date on
                  all banks regulated by the same central bank or fiscal or 
                  monetary or regulatory authority. 
 
13.2  ILLEGALITY 
      13.2.1      the relevant Bank's obligation to participate in the making of
                  any Advances shall cease and its Available Commitment shall be
                  immediately and automatically reduced to zero; and 
 
      13.2.2      the provisions of Clause 11.2 (MANDATORY NON-PROPORTIONAL 
                  REPAYMENT) shall become applicable. 
 
14.   GENERAL PROVISIONS 
 
14.1  CLAIMS BY THE BANKS 
 
      Any Bank which intends to make a claim under the provisions of Clause 13.1
      (ADDITIONAL COSTS) or Clause 12.1 (WITHHOLDINGS) shall forthwith notify 
      the Agent of such claim, giving its reasons for the claim and enclosing 
      appropriate documentary evidence in relation thereto (provided that no 
      Bank shall be under any obligation to reveal any confidential 
      information). The Agent shall, within three Business Days of such 
      notification, notify the Borrower of such claim and the reasons for it. 
 
14.2  MITIGATION 
 
      Before delivering any notice to the Agent in accordance with the 
      provisions of Clause 13.2 (ILLEGALITY) or Clause 14.1. (CLAIMS BY THE 
      BANKS), a Bank shall in consultation with the Agent and the Borrower 
      ascertain the reasonable measures which it could take (including the 
      changing of its Facility Office or the transfer of its rights and 
      obligations to an affiliate) to mitigate the consequences for the Borrower
      of the circumstances giving rise to such claim, provided that such 
      measures do not in the opinion of such Bank have adverse consequences for 
      such Bank. 
 
                                       32 
15.   BORROWER'S REPRESENTATIONS 
 
15.1  REPRESENTATIONS 
 
      The Borrower makes the following representations to the Finance Parties 
      and acknowledges that the Finance Parties have entered into this Agreement
      in reliance on such representations being accurate and that the accuracy 
      of such representations both on the date hereof and (in the case of the 
      Repeated Representations) on the dates specified in Clause 15.2 is a 
      condition upon which the Banks have based their decision to participate in
      the Facilities: 
 
      15.1.1 
 
                  (a)   the Borrower is a SOCIETE ANONYME A DIRECTOIRE ET 
                        CONSEIL DE SURVEILLANCE duly organised and validly 
                        existing under French law and has the power and 
                        authority to carry on its business, to own its assets 
                        and to enter into and perform its obligations under this
                        Agreement; 

15.   BORROWER'S REPRESENTATIONS 
 
15.1  REPRESENTATIONS 
 
      The Borrower makes the following representations to the Finance Parties 
      and acknowledges that the Finance Parties have entered into this Agreement
      in reliance on such representations being accurate and that the accuracy 
      of such representations both on the date hereof and (in the case of the 
      Repeated Representations) on the dates specified in Clause 15.2 is a 
      condition upon which the Banks have based their decision to participate in
      the Facilities: 
 
      15.1.1 
 
                  (a)   the Borrower is a SOCIETE ANONYME A DIRECTOIRE ET 
                        CONSEIL DE SURVEILLANCE duly organised and validly 
                        existing under French law and has the power and 
                        authority to carry on its business, to own its assets 
                        and to enter into and perform its obligations under this
                        Agreement; 
 
                  (b)   AXA Merger Corp. is a corporation duly organised and 
                        validly existing under the laws of Delaware and has the 
                        power and authority to carry on its business, to own its
                        assets and to enter into and perform its obligations 
                        under the Merger Agreement; 
 
      15.1.2      all corporate action necessary to enable the Borrower to enter
                  into and perform its obligations under this Agreement has been
                  duly taken and the Borrower's representative for the purposes 
                  of signing this Agreement has all powers necessary to 
                  authorise him to sign this Agreement on behalf of the 
                  Borrower; 
 
      15.1.3      the execution of this Agreement by the Borrower and the 
                  performance of its obligations hereunder do not conflict with:
 
                  (a)   any provision of the Borrower's constitutional 
                        documents; 
 
 
(c) any law or regulation applicable to it;  
                  (b)   any obligation owed by the Borrower to any third party; 
                        or 
      15.1.4      all (if any) filings, consents or authorisations of any kind 
                  required from any administrative authority to permit the 
                  Borrower to execute this Agreement and/or to perform its 
                  obligations hereunder have been effective or obtained; 
 
      15.1.5      the obligations of the Borrower hereunder are legal, valid, 
                  binding and enforceable, subject to the qualifications and 
                  reservations contained in the legal opinions referred to in 
                  Schedule 4 (CONDITIONS PRECEDENT); 
 
      15.1.6      save as disclosed in writing by the Borrower to the Agent 
                  prior to the date hereof, as at the date of this Agreement, no
                  material litigation or other legal proceedings which are 
                  material in the context of the Borrower's operations as a 
                  whole have been commenced against the Borrower and to the best
                  of the Borrower's knowledge and belief it has not received any
                  notice from any third 
 
                                       33 
                  party of such party's intention to commence such proceedings, 
                  which, in either case, might have a Material Adverse Effect; 
 
      15.1.7 
 
                  (a)   no Event of Default or Special Early Termination Event 

                  party of such party's intention to commence such proceedings, 
                  which, in either case, might have a Material Adverse Effect; 
 
      15.1.7 
 
                  (a)   no Event of Default or Special Early Termination Event 
                        has occurred and is continuing; and 
 
                  (b)   save as may have been previously disclosed to the Agent 
                        in writing, the Borrower has no knowledge that any 
                        Potential Event of Default or Potential Special Early 
                        Termination Event has occurred and is continuing; 
 
      15.1.8      the claims of the Finance Parties against the Borrower 
                  hereunder will rank at least PARI PASSU with the claims of the
                  Borrower's other present and future unsecured and 
                  unsubordinated creditors of financial indebtedness except for 
                  financial indebtedness preferred by mandatory provisions of 
                  French law of general application in the event of its 
                  liquidation or winding-up; 
 
      15.1.9      the Original Financial Statements are accurate, have been 
                  prepared in accordance with generally accepted accounting 
                  principles in France and give an accurate and fair view of the
                  financial situation and business of the Borrower; 
 
      15.1.10     Since 31 December 1999 no event has occurred which relates to 
                  the assets or financial condition of the Group taken as a 
                  whole and would constitute a Material Adverse Change; 
 
      15.1.11     The factual information contained in the Information 
                  Memorandum provided by the Borrower has been prepared with all
                  due care and attention and is, to the best of the Borrower's 
                  knowledge and belief, complete and accurate in all material 
                  respects and nothing material has occurred or been omitted 
                  that renders the information contained in the Information 
                  Memorandum untrue or misleading in any material respect which 
                  might affect the decision of a lender to enter into this 
                  Agreement; 
 
      15.1.12     Save as permitted pursuant to Clause 16.1.7, no Security 
                  exists over all or any of its assets; 
 
      15.1.13     Under French law no stamp, registration or similar tax (other 
                  than "TIMBRES DE DIMENSION") will be payable in respect of the
                  execution, delivery, performance or enforcement of this 
                  Agreement; 
 
      15.1.14     No proceedings are pending or have been threatened against the
                  Borrower or a Material Subsidiary for REDRESSEMENT JUDICIAIRE 
                  or LIQUIDATION JUDICIAIRE under articles L. 620-1 to L. 628-3 
                  of the French CODE OF COMMERCE, for the appointment of a 
                  MANDATAIRE AD HOC or a REGLEMENT AMIABLE in accordance with 
                  articles L. 611-3 to L. 611-6 of the French CODE DE COMMERCE; 
 
                                       34 
      15.1.15 
 
                  (a)   the purchase of the Tendered Shares and the borrowing of
                        Advances to finance payment of the price of the Tendered
                        Shares will comply in all material respects, with all 
                        provisions of all applicable laws and regulations; and 
 
                  (b)   all consents, authorisations and approvals of, including
                        any necessary consents of any state insurance commission
                        or other insurance regulator, filings and registrations 
                        with, and all other actions in respect of, all 
                        governmental agencies, authorities or instrumentalities 
                        required to be obtained, given, filed or taken by the 
                        Borrower in order to make or implement the Tender Offer 
                        or to implement the Merger have been or, prior to the 
                        time when required, will have been, obtained, given, 

 
The Repeated Representations shall be deemed repeated by the Borrower on the date of each Notice of 
      15.1.15 
 
                  (a)   the purchase of the Tendered Shares and the borrowing of
                        Advances to finance payment of the price of the Tendered
                        Shares will comply in all material respects, with all 
                        provisions of all applicable laws and regulations; and 
 
                  (b)   all consents, authorisations and approvals of, including
                        any necessary consents of any state insurance commission
                        or other insurance regulator, filings and registrations 
                        with, and all other actions in respect of, all 
                        governmental agencies, authorities or instrumentalities 
                        required to be obtained, given, filed or taken by the 
                        Borrower in order to make or implement the Tender Offer 
                        or to implement the Merger have been or, prior to the 
                        time when required, will have been, obtained, given, 
                        filed or taken and are or will at the relevant time be 
                        in full force and effect and all applicable waiting 
                        periods (including, without limitation, under the 
                        Hart-Scott Rodino Antitrust Improvements Act of 1976, as
                        amended, of the United States) have expired without any 
                        action being taken or threatened by any competent 
                        authority which would restrain or prevent the Tender 
                        Offer, the Merger or the refinancing thereof, except 
                        where failure to obtain any such consent or approval or 
                        to take any such other action would not materially 
                        adversely affect the Tender Offer or the Merger (as the 
                        case may be); and 
 
                  (c)   no action, request for stay, petition for review or 
                        rehearing, reconsideration, or appeal with respect to 
                        any of the foregoing matters set forth in sub-paragraph 
                        (b) above is pending and no court or regulatory agency, 
                        body or authority, including any state insurance 
                        commission or similar person, has issued any permanent 
                        or temporary injunction or other order or decree or 
                        passed any law, rule or regulation, prohibiting or 
                        delaying implementation of the transactions contemplated
                        by the Offer Documents or making the Tender Offer or the
                        Merger illegal, except where such action would not 
                        materially adversely affect the Tender Offer or the 
                        Merger (as the case may be); 
 
      15.1.16     The Regulations will not be violated by reason of the Advances
                  being made or their proceeds being used in accordance with 
                  this Agreement. No member of the Group or any agent acting on 
                  their behalf has taken or will take any action which would 
                  cause this Agreement or any of the documents delivered 
                  pursuant hereto, or the borrowing or use of proceeds of any 
                  Advance to violate any Regulation or to violate the Securities
                  Exchange Act of 1934, as amended or any applicable U.S. 
                  federal or state securities laws; and 
 
      15.1.17     The Borrower is not subject to regulation under the United 
                  States Public Utility Holding Company Act of 1935, the United 
                  States Federal Power Act or the United States Investment 
                  Company Act of 1940 or to any United States federal or state 
                  statute or regulation limiting its ability to incur 
                  indebtedness; the Borrower is not an "investment company" or 
                  "promoter" or "principal 
 
                                       35 
                  underwriter" for an "investment company", as such terms are
                  defined in the U.S. Investment Company Act of 1940 (15 
                  U.S.C.ss.ss.80a-1. et seq.); and none of the transactions 
                  contemplated by this Agreement will violate the U.S. 
                  Investment Company Act of 1940. 
 
15.2  REPETITION 

 
The Repeated Representations shall be deemed repeated by the Borrower on the date of each Notice of 
Drawdown and on the last day of each Interest Period by reference to the facts and circumstances existing at that 
time and, in relation to the representation set out in 15.1.9, by reference to the then current annual audited 
consolidated financial statements of the Borrower, but the representation set out in 15.1.7 (b) shall not be 
repeated or deemed repeated in relation to Substitution Advances or on the last day of each Interest Period for 
Term Advances.  
16. BORROWER'S UNDERTAKINGS  
Throughout the Loan Period, the Borrower undertakes:  
                  underwriter" for an "investment company", as such terms are
                  defined in the U.S. Investment Company Act of 1940 (15 
                  U.S.C.ss.ss.80a-1. et seq.); and none of the transactions 
                  contemplated by this Agreement will violate the U.S. 
                  Investment Company Act of 1940. 
 
15.2  REPETITION 
16.1.1      to provide to the Agent in sufficient numbers for all the 
            Banks: 
 
            (a)   in respect of its financial years during the Loan Period
                  and within 45 Business Days from the date upon which the
                  COMMISSION DES OPERATIONS DE BOURSE (COB) approves the 
                  Borrower's annual report, its annual report containing 
                  its own accounts and the Group consolidated accounts 
                  (balance sheet, profit and loss account and annex), 
                  certified by the Borrower's auditors; 
 
            (b)   within 120 Business Days after the end of the first half
                  of each of its financial years, its publicly available 
                  semi-annual consolidated financial statements; 
 
            (c)   as soon as possible, any information about the Offer 
                  Documents and any documents relating thereto, the 
                  financial situation or business of the Borrower (except 
                  information reasonably considered to be confidential by 
                  the Borrower) as may reasonably be requested by the 
                  Agent or by any Bank through the Agent; 
 
            (d)   all notices or other documents despatched by the 
                  Borrower to its shareholders (or any class of them) or 
                  to its holders of listed debt instruments issued by the 
                  Borrower generally (or any class of them) or to the COB 
                  (PROVIDED THAT such information has received a VISA 
                  DEFINITIF from the COB) at the time the same are 
                  despatched; and 
 
            (e)   with each set of financial statements delivered pursuant
                  to paragraph (a) above, a Compliance Certificate signed 
                  by a duly authorised signatory of the Borrower and 
                  setting out calculations showing that the financial 
                  covenants referred to in Clause 17 (FINANCIAL COVENANTS)
                  have been complied with; 
 
                                 36 
16.1.2      forthwith to inform the Agent of any change in the persons 
            authorised to represent the Borrower hereunder; 
 
16.1.3 
 
            (a)   to notify the Agent as soon as possible (1) of the 
                  occurrence of any Event of Default or Special Early 
                  Termination Event or of any Potential Event of Default 
                  or Potential Special Early Termination Event of which it
                  becomes aware and (2) if at any time it becomes illegal 

 
(d) statutory privileges (PRIVILEGES LEGAUX);  
(e) other Security created by the Borrower not falling in the above paragraphs PROVIDED THAT the aggregate 
16.1.2      forthwith to inform the Agent of any change in the persons 
            authorised to represent the Borrower hereunder; 
 
16.1.3 
 
            (a)   to notify the Agent as soon as possible (1) of the 
                  occurrence of any Event of Default or Special Early 
                  Termination Event or of any Potential Event of Default 
                  or Potential Special Early Termination Event of which it
                  becomes aware and (2) if at any time it becomes illegal 
                  for the Borrower to perform its obligations under this 
                  Agreement; 
 
            (b)   to confirm, at the request of the Agent (or the Banks 
                  through the Agent), that no Event of Default or Special 
                  Early Termination Event or Potential Event of Default or
                  Potential Special Early Termination Event has occurred 
                  and is continuing except those of which it has already 
                  been notified and those of which details are given in 
                  such confirmation; 
 
            (c)   and at the same time as giving a notice under (a) or (b)
                  above, to indicate the measures that it has taken or 
                  intends to take in order to remedy any Event of Default 
                  or Special Early Termination Event and any Potential 
                  Event of Default or Potential Special Early Termination 
                  Event; 
 
16.1.4      to inform the Agent, as soon as it has knowledge thereof, of 
            any event which results in or may result in any of the 
            representations contained in Clause 15 (BORROWER'S 
            Representations) or contained in any document provided under 
            this Agreement becoming inaccurate; 
 
16.1.5      to obtain, maintain and renew all authorisations, licences or 
            consents required (and take any other steps necessary) to 
            ensure the validity of this Agreement and to enable the 
            Borrower lawfully to perform its obligations hereunder; 
 
16.1.6      to take all such steps and do all things as are necessary to 
            ensure that it has the right to and is duly qualified to 
            conduct its business as it is conducted from time to time in 
            all relevant jurisdictions; 
 
16.1.7      not to grant or allow to exist over its assets any Security 
            save for: 
 
            (a)   any Security created over an asset to secure finance for
                  the acquisition price or costs of improvement of such 
                  asset PROVIDED THAT the amount of financial indebtedness
                  secured by such Security remains confined to such asset;
 
            (b)   any Security over securities (including any debenture, 
                  bond or note) or over sums of money granted in favour of
                  the clearing system of any regulated market or for the 
                  purposes of a transaction concluded in the ordinary 
                  course of the Borrower's cash management; 
 
            (c)   any Security arising out of a refinancing by the 
                  Borrower of any financial indebtedness secured by 
                  encumbrances permitted under paragraphs (a) to 
 
                                 37 
                  (b) above, provided that the amount of such financial
                  indebtedness secured is not subsequently increased or
                  secured by any additional asset or revenues; 

 
(d) statutory privileges (PRIVILEGES LEGAUX);  
(e) other Security created by the Borrower not falling in the above paragraphs PROVIDED THAT the aggregate 
amount of financial indebtedness secured by such Security does not at any time exceed 15% of the AXA Net 
Worth; and  
(f) any Security over Margin Stock.  
16.1.8  
(a) not without the prior written consent of an Instructing Group to vary the terms of the Tender Offer or the 
Merger Agreement or waive any condition of the Tender Offer or the Merger Agreement in any way which is 
materially adverse to the interests of the Finance Parties (and the Borrower shall procure that AXA Merger 
Corp. complies with this Clause);  
(b) to make the Tender Offer on the terms detailed in the Offer Documents;  
(c) to ensure that the transactions contemplated by the Offer Documents comply in all material respects, with all 
provisions of all applicable laws and regulations;  
(d) to ensure that all consents and approvals of, filings and registrations with, and all other actions in respect of, all 
governmental agencies, authorities or instrumentalities required to be obtained, given, filed or taken by the 
Borrower in order to make or implement the Tender Offer or to implement the Merger have been or, prior to the 
time when required, will have been, obtained, given, filed or taken and will be in full force and effect, except 
where failure to obtain any such consent or approval or do any such action would not materially adversely affect 
the Tender Offer or the Merger (as the case may be); and  
(e) from time to time and promptly upon request give to the  
                  (b) above, provided that the amount of such financial
                  indebtedness secured is not subsequently increased or
                  secured by any additional asset or revenues; 
                        Agent reasonable details of such matters relevant to the
                        Tender Offer as the Agent may reasonably request subject
                        to any relevant requirement of the U.S. securities laws 
                        and regulations, any relevant stock exchange or any 
                        applicable law or regulation. 
 
      16.1.9      subject to the relevant requirements of U.S. securities laws 
                  and regulations, any relevant stock exchange or any applicable
                  law or regulation, to obtain the prior written consent of the 
                  Agent to any written publication in connection with the Tender
                  Offer which makes reference to the Facilities or to some or 
                  all of the Banks, the Agent or the Arrangers; 
 
                                       38 
      16.1.10     to ensure that at least 80% of the consolidated revenues 
                  (PRODUITS BRUTS D'EXPLOITATION) of the Group are generated by 
                  insurance business, asset management and financial services; 
                  and 
 
      16.1.11     to ensure that all financial information delivered by it to 
                  the Agent has been prepared in good faith and is complete and 
                  accurate in all material respects. 
 
17.   FINANCIAL COVENANTS 
 
17.1  FINANCIAL COVENANTS 
 
      The Borrower shall ensure that: 
 
      17.1.1      at all times the ratio of financial debt to Consolidated Net 

      16.1.10     to ensure that at least 80% of the consolidated revenues 
                  (PRODUITS BRUTS D'EXPLOITATION) of the Group are generated by 
                  insurance business, asset management and financial services; 
                  and 
 
      16.1.11     to ensure that all financial information delivered by it to 
                  the Agent has been prepared in good faith and is complete and 
                  accurate in all material respects. 
 
17.   FINANCIAL COVENANTS 
 
17.1  FINANCIAL COVENANTS 
 
      The Borrower shall ensure that: 
 
      17.1.1      at all times the ratio of financial debt to Consolidated Net 
                  Worth shall not be more than 1:1 (for the avoidance of doubt 
                  financial debt with respect to the Original Financial 
                  Statements is EUR 5,400,000,000); and 
 
      17.1.2      the Consolidated Shareholder Funds are not at any time less 
                  than 75% of the figure specified in the Original Financial 
                  Statements (being EUR 24,300,000,000). 
 
17.2  FINANCIAL DEFINITIONS 
 
      17.2.1      "CONSOLIDATED NET WORTH" means the sum of (i) total 
                  shareholder's equity (including : ordinary shares, capital in 
                  excess of nominal value and retained earning and reserves), 
                  (ii) minority interests, (iii) instruments junior to 
                  subordinated debt (if any), (iv) subordinated debt and (v) 
                  mandatorily convertible bonds and notes. For the avoidance of 
                  doubt, consolidated Net Worth with respect to the Original 
                  Financial Statements is equal to EUR 29,100,000,000. 
 
      17.2.2      "CONSOLIDATED SHAREHOLDER FUNDS" means the sum of items (i) 
                  and (iii) in the definition of Consolidated Net Worth. For the
                  avoidance of doubt, Consolidated Shareholders Funds with 
                  respect to the Original Financial Statements is equal to EUR 
                  24,300,000,000. 
 
      17.2.3      The expressions used in the definitions in Clauses 17.1, 
                  17.2.1 and 17.2.2. mean, as at any date, respectively, the 
                  figures which would appear in the lines respectively so 
                  entitled in the most recent consolidated financial statements 
                  of the Borrower if they were presented in the same manner as, 
                  and prepared in accordance with the principles followed for 
                  the preparation of, the Original Financial Statements. 
 
17.3  FINANCIAL TESTING 
 
      The financial covenants set out in Clause 17.1 (FINANCIAL COVENANTS) shall
      be tested by reference to each of the annual consolidated financial 
      statements delivered pursuant to Clause 16.1.1 (a). 
 
                                       39 
17.4  ACCOUNTING TERMS 
 
      All accounting expressions which are not otherwise defined herein shall be
      construed in accordance with generally accepted accounting principles in 
      France (or US GAAP if, at the relevant time, the Borrower's annual 
      consolidated financial statements are prepared in accordance with US 
      GAAP). 
 
18.   EVENTS OF DEFAULT AND SPECIAL EARLY TERMINATION EVENTS 
 
18.1  EVENTS OF DEFAULT 
 
      The following events shall be Events of Default PROVIDED THAT in relation 
      to the events described in sub-clauses 18.1.1, 18.1.3 and 18.1.5 below an 
      Event of Default shall only occur once the grace period provided for 
      therein has expired without such default having been remedied: 

17.4  ACCOUNTING TERMS 
 
      All accounting expressions which are not otherwise defined herein shall be
      construed in accordance with generally accepted accounting principles in 
      France (or US GAAP if, at the relevant time, the Borrower's annual 
      consolidated financial statements are prepared in accordance with US 
      GAAP). 
 
18.   EVENTS OF DEFAULT AND SPECIAL EARLY TERMINATION EVENTS 
 
18.1  EVENTS OF DEFAULT 
 
      The following events shall be Events of Default PROVIDED THAT in relation 
      to the events described in sub-clauses 18.1.1, 18.1.3 and 18.1.5 below an 
      Event of Default shall only occur once the grace period provided for 
      therein has expired without such default having been remedied: 
 
      18.1.1      failure by the Borrower to pay any amount due and payable 
                  under this Agreement within 5 Business Days following the due 
                  date for payment; 
 
      18.1.2      failure by the Borrower to comply with the provisions of 
                  Clause 17.1 (FINANCIAL COVENANTS), (in any material respect) 
                  Clause 16.1.10 and Clause 16.1.3; 
 
      18.1.3      failure by the Borrower to perform any of its obligations 
                  (other than those referred to in Clauses 18.1.1 and 18.1.2 
                  above) unless such non-performance is remedied within 30 days 
                  after the Agent has given notice thereof to the Borrower; 
 
      18.1.4      any representation or statement made pursuant to Clause 15 
                  (BORROWER'S REPRESENTATIONS) or deemed to be repeated pursuant
                  to Clause 15.2 (REPETITION) is or proves to have been 
                  incorrect or misleading in any material respect when made or 
                  deemed repeated or any other material information provided by 
                  the Borrower under this Agreement is or proves to have been 
                  incorrect or misleading in any material respect on the date 
                  upon which such information is provided; 
 
      18.1.5      either (i) failure by the Borrower to pay on the due date any 
                  financial indebtedness owed by it (subject to any applicable 
                  grace period) if in consequence the aggregate amount of all 
                  financial indebtedness unpaid by it on the due date exceeds 
                  EUR 115,000,000 or its equivalent in any other currency or 
                  (ii) any financial indebtedness in an aggregate amount in 
                  excess of EUR 115,000,000 or its equivalent in any other 
                  currency of the Borrower becomes due prior to its stated 
                  maturity as a result of an event of default (however 
                  described) excluding, however, any such unpaid amounts which 
                  are contested in good faith by the Borrower, or which are paid
                  within any grace period provided for in the contract (in its 
                  original form or as amended) under which such amount has 
                  become due; 
 
      18.1.6      the Borrower commences negotiations with all of its creditors 
                  (or certain of them) with view to rescheduling or readjusting 
                  all or any substantial part of its 
 
                                       40 
                  financial indebtedness which it admits in writing that it will
                  otherwise be unable to pay when it falls due; 
 
      18.1.7      a MANDATAIRE AD HOC is appointed for the Borrower, if his 
                  terms of reference include such general negotiations with 
                  creditors are as described in Clause 18.1.6; 
 
      18.1.8      commencement by the Borrower, in relation to the Borrower, of 
                  proceedings for REGLEMENT AMIABLE in accordance with articles 
                  L. 611-3 to L.611-6 of the French CODE DE COMMERCE; 
 
      18.1.9      the Borrower is in a state of CESSATION DES PAIEMENTS; 
 

                  financial indebtedness which it admits in writing that it will
                  otherwise be unable to pay when it falls due; 
 
      18.1.7      a MANDATAIRE AD HOC is appointed for the Borrower, if his 
                  terms of reference include such general negotiations with 
                  creditors are as described in Clause 18.1.6; 
 
      18.1.8      commencement by the Borrower, in relation to the Borrower, of 
                  proceedings for REGLEMENT AMIABLE in accordance with articles 
                  L. 611-3 to L.611-6 of the French CODE DE COMMERCE; 
 
      18.1.9      the Borrower is in a state of CESSATION DES PAIEMENTS; 
 
      18.1.10     judgement for REDRESSEMENT JUDICIAIRE or judgement or order 
                  for LIQUIDATION JUDICIAIRE are entered in relation to the 
                  Borrower under articles L. 620-1 to L. 628-3 of the French 
                  CODE DE Commerce; and 
 
      18.1.11     any event or series of events occurs which in the reasonable 
                  opinion of the Agent acting on the instructions of an 
                  Instructing Group irremediably compromises the ability of the 
                  Borrower to perform in a timely manner any of its payment 
                  obligations under this Agreement. 
 
18.2  ACCELERATION AND CANCELLATION 
 
      Upon the occurrence of an Event of Default and at any time thereafter, the
      Agent may without MISE EN DEMEURE or any other judicial or extra judicial 
      step (and, if so instructed by an Instructing Group, shall) by notice to 
      the Borrower but subject to the mandatory provisions of articles L. 620-1 
      to L.628-3 of the French CODE DE COMMERCE: 
 
      18.2.1      declare all or any part of the Loan to be immediately due and 
                  payable (whereupon the same shall become so payable together 
                  with accrued interest thereon and any other sums then owed by 
                  the Borrowers hereunder) or declare all or any part of the 
                  Loan to be due and payable on demand of the Agent; and/or 
 
      18.2.2      declare that any undrawn portion of the Facilities shall be 
                  cancelled, whereupon the same shall be cancelled and the 
                  Available Commitment of each Bank shall automatically be 
                  reduced to zero. 
 
18.3  SPECIAL EARLY TERMINATION EVENTS 
 
      18.3.1      The following events shall be Special Early Termination 
                  Events: 
 
                  (a)   either (i) failure by any Material Subsidiary to pay on 
                        the due date any financial indebtedness owed by it 
                        (subject to any applicable grace period) if, in 
                        consequence, the aggregate amount of all financial 
                        indebtedness (excluding indebtedness referred to in 
                        paragraph (vi) of "FINANCIAL INDEBTEDNESS" in Clause 
                        1.2.1) unpaid by it on the due date exceeds EUR 
                        100,000,000 or its equivalent in any other currency 
                        or (ii) any financial indebtedness (excluding 
                        indebtedness referred to in paragraph (vi) of 
 
                                       41 
                        "FINANCIAL INDEBTEDNESS" in Clause 1.2.1) in an 
                        aggregate amount in excess of EUR 100,000,000 or its 
                        equivalent in any other currency of any Material 
                        Subsidiary becomes due prior to its stated maturity 
                        as a result of an event of default (however 
                        described) excluding, however, any such unpaid 
                        amounts which are contested in good faith by such 
                        Material Subsidiary, or which are paid within any 
                        grace period provided for in the contract (in its 
                        original form or as amended) under which such amount 
                        has become due; 
 

 
42  
(c) declare that the Term Advances shall become repayable at  
                        "FINANCIAL INDEBTEDNESS" in Clause 1.2.1) in an 
                        aggregate amount in excess of EUR 100,000,000 or its 
                        equivalent in any other currency of any Material 
                        Subsidiary becomes due prior to its stated maturity 
                        as a result of an event of default (however 
                        described) excluding, however, any such unpaid 
                        amounts which are contested in good faith by such 
                        Material Subsidiary, or which are paid within any 
                        grace period provided for in the contract (in its 
                        original form or as amended) under which such amount 
                        has become due; 
 
                  (b)   any Material Subsidiary commences negotiations with all 
                        its creditors (or certain of them) with view to 
                        rescheduling or readjusting all or any substantial part 
                        of its financial indebtedness which it admits in writing
                        it will otherwise be unable to pay when it falls due; 
 
                  (c)   a MANDATAIRE AD HOC is appointed for any Material 
                        Subsidiary, if his terms of reference include such 
                        general negotiations with creditors are as described in 
                        paragraph (b) above; 
 
                  (d)   commencement by any Material Subsidiary, in relation to 
                        any Material Subsidiary, of proceedings for REGLEMENT 
                        AMIABLE in accordance with the provisions of articles L.
                        611-3 to L. 611-6 of the French CODE DE COMMERCE; 
 
                  (e)   any Material Subsidiary is in a state of CESSATION DES 
                        PAIEMENTS; 
 
                  (f)   judgement for REDRESSEMENT JUDICIAIRE or judgement or 
                        order for LIQUIDATION JUDICIAIRE are entered in relation
                        to any Material Subsidiary under articles L. 620-1 to 
                        L628-3 of the French CODE DE COMMERCE; 
 
                  (g)   any Material Subsidiary which conducts business outside 
                        France becomes insolvent within the meaning of any law 
                        (of a country other than France) concerning insolvency 
                        or bankruptcy, or any event occurs which under any such 
                        law has a similar or analogous effect to any of the 
                        events mentioned in paragraphs (b) to (f) (inclusive 
                        above); 
 
      18.3.2      Upon notification by the Borrower to the Agent of the 
                  occurrence of a Special Early Termination Event, the Interest 
                  Period of any Advance then current which has an Interest 
                  Period greater than 6 months shall (except for the purposes of
                  Clause 20.2 (INTEREST DIFFERENTIAL)) be treated as having been
                  reduced to 6 months and the Agent may (and, if so instructed 
                  by an Instructing Group, shall) by notice to the Borrower but 
                  subject to the mandatory provisions of articles L. 620-1 to L.
                  628-3 of the French CODE DE COMMERCE: 
 
                  (a)   declare that any undrawn portion of the Facilities shall
                        be cancelled, whereupon the same shall be cancelled; 
 
                  (b)   declare that the Available Commitment of each Bank shall
                        be reduced to zero, and that therefore any Revolving 
                        Advances repaid in accordance with this Agreement may 
                        not be redrawn; and 
                        the end of the then current Interest Period, whereupon 
                        they shall become so repayable. 
 
18.4  ADVANCES DUE ON DEMAND 
 

(c) declare that the Term Advances shall become repayable at  
                        the end of the then current Interest Period, whereupon 
                        they shall become so repayable. 
 
18.4  ADVANCES DUE ON DEMAND 
 
      If, pursuant to Clause 18.2 (ACCELERATION AND CANCELLATION), the Agent 
      declares all or any part of the Loan to be due and payable on demand of 
      the Instructing Group, then, and at any time thereafter, the Agent may 
      (and, if so instructed by an Instructing Group, shall) by notice to the 
      Borrower without MISE EN DEMEURE or any other judicial or extra judicial 
      step: 
 
      18.4.1      require repayment of all or such part of the Loan on such date
                  as it may specify in such notice (whereupon the same shall 
                  become due and payable on the date specified) or withdraw its 
                  declaration with effect from such date as it may specify; 
                  and/or 
 
      18.4.2      select as the duration of any Interest Period which begins 
                  whilst such declaration remains in effect a period of six 
                  months or less. 
 
19.   DEFAULT INTEREST 
 
19.1  DETERMINATION OF THE RATE OF DEFAULT INTEREST 
 
      The Borrower shall, subject to the provisions of Clause 19.2 (UNPAID 
      INTEREST) (on demand and without prejudice to the other rights and 
      remedies of the Banks), pay interest on all Unpaid Amounts calculated for 
      the period from the due date for payment until the date of effective 
      payment (the "LATE PAYMENT PERIOD") on a day-to-day basis at a rate per 
      annum equal to the sum of (i) the Reference Rate which would have applied 
      to an Advance in the currency of the Unpaid Amount made on the first day 
      of the Late Payment Period for successive Interest Periods of successive 
      durations determined by the Agent, (ii) the Margin, (iii) 1% and (iv) the 
      Mandatory Costs Rate, if any, in respect thereof at such time. 
 
19.2  UNPAID INTEREST 
 
      The provisions of Clause 19.1 (DETERMINATION OF THE RATE OF DEFAULT 
      INTEREST) shall only apply to Unpaid Amounts which correspond to interest 
      payable under Clause 19.1 if, within the meaning of Article 1154 of the 
      French Civil Code, such interest is due for a period of at least one year.
 
19.3  PAYMENT 
 
      Late interest due on Unpaid Amounts shall be payable on demand by the 
      Agent. 
 
19.4  OTHER PROVISIONS APPLICABLE TO UNPAID AMOUNTS 
 
      The provisions of Clause 13.1 (ADDITIONAL COSTS) shall apply to Unpaid 
      Amounts in the same way as to Advances. 
 
                                       43 
20.   INDEMNITY 
 
20.1  GENERALLY 
 
      The Borrower shall within 3 Business Days of demand by the Agent indemnify
      each Bank, the Arrangers and the Agent and in each case each of their 
      affiliates and each of their respective officers, directors, employees, 
      agents, advisors and representatives (each, an "INDEMNIFIED PARTY") 
      against all duly justified costs and losses which they may incur as a 
      result: 
 
      20.1.1      of any default by the Borrower in the performance of any of 
                  its obligations (including any loss arising from Funding Costs

20.   INDEMNITY 
 
20.1  GENERALLY 
 
      The Borrower shall within 3 Business Days of demand by the Agent indemnify
      each Bank, the Arrangers and the Agent and in each case each of their 
      affiliates and each of their respective officers, directors, employees, 
      agents, advisors and representatives (each, an "INDEMNIFIED PARTY") 
      against all duly justified costs and losses which they may incur as a 
      result: 
 
      20.1.1      of any default by the Borrower in the performance of any of 
                  its obligations (including any loss arising from Funding Costs
                  incurred to finance an Unpaid Amount during any period 
                  throughout which, in accordance with the provisions of Clause 
                  19.2 (UNPAID INTEREST), late payment interest does not accrue 
                  on that amount); 
 
      20.1.2      of the occurrence of an Event of Default or Special Early 
                  Termination Event; or 
 
      20.1.3      of any act or omission on the part of the Borrower or on the 
                  part of any director, employee, agent, advisor or 
                  representative of the Borrower relating to the Tender Offer or
                  the Merger or the transactions contemplated hereby or thereby,
                  or any use made or proposed to be made of the proceeds of the 
                  Facilities (except to the extent such claim, damage, loss, 
                  liability, cost or expense resulted from such Indemnified 
                  Party's negligence or wilful misconduct). 
 
20.2  INTEREST DIFFERENTIALS 
 
      In the event that: 
 
      20.2.1      the Participation of a Bank in an Advance is not made 
                  available to the Borrower as a result of the application of 
                  the provisions of Clause 3.1.5 or 6.1.5 (as the case may be) 
                  or for another reason attributable to the default of the 
                  Borrower; or 
 
      20.2.2      the Participation of a Bank in any Advance is repaid in whole 
                  or in part otherwise than on the last day of any Interest 
                  Period, 
 
      then, the Borrower shall pay to the relevant Bank any positive Interest 
      Differential accruing during: 
 
      (a)   in the circumstances described in sub-clause 20.2.1, a calculation 
            period equal to the period which would have been the first Interest 
            Period in respect of such Advance; and 
 
      (b)   in the circumstances described in sub-clause 20.2.2, a calculation 
            period equal to the period from the date upon which such repayment 
            is made until the final day of the relevant Interest Period. 
 
                                       44 
21.   PAYMENT 
 
21.1  CURRENCY OF ACCOUNT AND PAYMENT 
 
      The dollar is the currency of account and of payment of all sums payable 
      pursuant to this Agreement PROVIDED THAT the Borrower shall: 
 
      21.1.1      repay each Advance and pay all Unpaid Amounts in the currency 
                  in which such Advance or Unpaid Amount is denominated; 
 
      21.1.2      pay all interest in the currency in which the sum on which it 
                  has accrued is denominated; 
 
      21.1.3      make payments in respect of costs and expenses in the currency
                  in which they were incurred; and 
 

 
45  
21.   PAYMENT 
 
21.1  CURRENCY OF ACCOUNT AND PAYMENT 
 
      The dollar is the currency of account and of payment of all sums payable 
      pursuant to this Agreement PROVIDED THAT the Borrower shall: 
 
      21.1.1      repay each Advance and pay all Unpaid Amounts in the currency 
                  in which such Advance or Unpaid Amount is denominated; 
 
      21.1.2      pay all interest in the currency in which the sum on which it 
                  has accrued is denominated; 
 
      21.1.3      make payments in respect of costs and expenses in the currency
                  in which they were incurred; and 
 
      21.1.4      make all payments due under Clause 13.1 (ADDITIONAL COSTS) in 
                  the currency in which the sums which are claimed are 
                  denominated. 
 
21.2  CURRENCY INDEMNITY 
 
      21.2.1      This Clause 21.2 shall apply where, as a result of a 
                  judgement, enforcement proceedings or an order made in the 
                  course of the Borrower's insolvency proceedings, the Borrower 
                  is required to make any payment to any Finance Party of any 
                  amount in a currency (a "CONVERSION CURRENCY"), other than the
                  currency in which such amount would otherwise have been 
                  payable pursuant to the provisions of this Agreement (the 
                  "CONTRACTUAL CURRENCY"). 
 
      21.2.2      In such case, the Borrower shall indemnify such Finance Party 
                  against any loss that it may incur as a result of any 
                  difference in the exchange rate used for the conversion of 
                  such amount into the conversion currency and the rate at which
                  such Finance Party is able to convert such amount into the 
                  contractual currency on the date upon which such Finance Party
                  actually receives payment of the amount in the conversion 
                  currency. 
 
21.3  PAYMENTS TO THE AGENT 
 
      All payments due from the Borrower to a Finance Party shall be made by the
      Borrower to the Agent and payment made in this manner shall discharge the 
      Borrower PRO TANTO from its payment obligations towards that Finance 
      Party. The Agent shall, with the exception of any payments received for 
      its own account, forthwith make any such amounts available to the relevant
      Finance Party. 
 
21.4  METHODS OF PAYMENT 
 
      21.4.1      All payments to be made by the Borrower or a Bank shall be 
                  made available to the Agent for value on the due date 
                  therefor, to such bank account as may have been specified by 
                  written notice, in good time, by the Agent to the Borrower and
                  to the Banks. 
      21.4.2      The Agent shall pay all amounts which it receives for the 
                  account of any other Party to this Agreement as soon as 
                  possible for same value date by crediting such amount to such 
                  bank account as may have been specified to the Agent in good 
                  time by that other Party. 
 
      21.4.3      All payments due on any date which is not a Business Day shall
                  be made on the next succeeding Business Day unless this would 
                  defer the payment to the following calendar month in which 
                  case payment shall be made on the last Business Day of the 
                  then current calendar month. 
 
21.5  CLAWBACK 
 

 
46  
      21.4.2      The Agent shall pay all amounts which it receives for the 
                  account of any other Party to this Agreement as soon as 
                  possible for same value date by crediting such amount to such 
                  bank account as may have been specified to the Agent in good 
                  time by that other Party. 
 
      21.4.3      All payments due on any date which is not a Business Day shall
                  be made on the next succeeding Business Day unless this would 
                  defer the payment to the following calendar month in which 
                  case payment shall be made on the last Business Day of the 
                  then current calendar month. 
 
21.5  CLAWBACK 
 
      The Agent may assume that an amount corresponding to any payment due to 
      any Party has been paid to it on the due date for such payment and make 
      payment of such amount to the Party to whom such payment is due. In the 
      event that the Agent pays any amount to any Party and it proves to be the 
      case that it has not actually received such amount, then the Party to whom
      such amount was paid shall, after having been informed thereof as soon as 
      the Agent has knowledge thereof, on first demand of the Agent, refund such
      amount to the Agent together with a sum representing interest for the 
      period commencing on the date upon which such payment is made and ending 
      on the date upon which such refund is received by the Agent, calculated at
      an annual rate corresponding to the Funding Costs of the Agent in relation
      to such amount (for sums paid to a Bank) or to the sum of such Funding 
      Costs, the Margin and the Mandatory Costs Rate in respect thereof at such 
      time (for sums paid to the Borrower). 
 
21.6  SET-OFF BY THE BORROWER 
 
      Without prejudice to Clause 12.1 (WITHHOLDINGS) the Borrower must make all
      payments without deduction for set-off or withholding of any kind. 
 
21.7  APPLICATION OF PAYMENTS 
 
      The Agent shall, regardless of any directions by the Borrower and unless 
      the Banks and with respect to sub-clause 21.7.1 the Arrangers and the 
      Agent otherwise agree, apply all amounts received by it under this 
      Agreement in the following order: 
 
      21.7.1      in payment of the costs and expenses incurred by each of the 
                  Agent and the Arrangers in such capacity; 
 
      21.7.2      in payment to the Banks of late payment interest due on any 
                  Unpaid Amount; 
 
      21.7.3      in payment to the Banks of interest due but unpaid; 
 
      21.7.4      in payment to the Banks of any amounts of principal due but 
                  unpaid; and 
 
      21.7.5      in payment of any other sum due hereunder but unpaid. 
21.8  PAYMENTS SYSTEMS AND THE AGENT 
 
      A payment will be deemed to have been made by the Agent on the date on 
      which it is required to be made under this Agreement if the Agent has, on 
      or before that date, taken steps to make that payment on that date in 
      accordance with the regulations or operating procedures of the clearing or
      settlement system used by the Agent in order to make the payment. 
 
21.9  REDENOMINATION OF NATIONAL CURRENCY UNITS 
 
      If after the date of this Agreement a member state becomes a Subsequent 
      Participant, all obligations under this Agreement to make a payment in its
      National Currency Unit shall be redenominated into euro on the date on 
      which it becomes a Subsequent Participant (but otherwise in accordance 
      with EMU legislation, any other applicable law and relevant market 
      practice and conventions relating to such redenomination). 
 

21.8  PAYMENTS SYSTEMS AND THE AGENT 
 
      A payment will be deemed to have been made by the Agent on the date on 
      which it is required to be made under this Agreement if the Agent has, on 
      or before that date, taken steps to make that payment on that date in 
      accordance with the regulations or operating procedures of the clearing or
      settlement system used by the Agent in order to make the payment. 
 
21.9  REDENOMINATION OF NATIONAL CURRENCY UNITS 
 
      If after the date of this Agreement a member state becomes a Subsequent 
      Participant, all obligations under this Agreement to make a payment in its
      National Currency Unit shall be redenominated into euro on the date on 
      which it becomes a Subsequent Participant (but otherwise in accordance 
      with EMU legislation, any other applicable law and relevant market 
      practice and conventions relating to such redenomination). 
 
22.   SHARING 
 
22.1  REDISTRIBUTION 
 
      In the event that a Bank (a "RECOVERING BANK") receives (including by 
      operation of any set off) an amount (an "EXCESS AMOUNT") that is a greater
      proportion of any payment due to itself and to one or more other Banks 
      (the "OTHER BANKS") than the amount which it would have received if the 
      payment had been made by the Borrower to the Agent and distributed by the 
      Agent pursuant to Clause 21.7 (APPLICATION OF PAYMENTS): 
 
      22.1.1      such Bank shall forthwith notify the Agent (and the Agent 
                  shall forthwith notify the other Banks) and pay to the Agent 
                  the excess amount; 
 
      22.1.2      the Agent shall distribute the excess amount among such other 
                  Banks as certify that they are outside the scope of Clause 
                  22.3 (EXCLUSIONS) PRO RATA to their share of the amount due 
                  from the Borrower against delivery by each of them of a 
                  subrogation certificate containing a waiver of the benefit of 
                  Article 1252 of the French Civil Code, which the Agent shall 
                  deliver to the Recovering Bank; and 
 
      22.1.3      the Recovering Bank shall be subrogated to the rights of the 
                  other Banks against the Borrower, so that the Borrower shall 
                  become liable to pay to the Recovering Bank an amount equal to
                  the excess amount. 
 
22.2  RECOVERIES 
 
      In the event that following its distribution in accordance with Clause 
      22.1 (REDISTRIBUTION) any excess amount becomes repayable by the 
      Recovering Bank, then each of the other Banks shall repay to the 
      Recovering Bank an amount equal to the portion of the excess amount which 
      it received and the Recovering Bank's right of subrogation under Clause 
      22.1 (REDISTRIBUTION) shall be cancelled. 
 
                                       47 
22.3  EXCLUSIONS 
 
      In the event that the Recovering Bank receives the excess amount as a 
      result of legal proceedings, the "other Banks" referred to in sub-clause 
      22.1.2 of Clause 22.1 (REDISTRIBUTION) shall not include such Banks as 
      have been informed of such proceedings by the Recovering Bank and having 
      had the option to join in such proceedings, have not done so. 
 
23.   COMMITMENT COMMISSION AND FEES 
 
23.1  COMMITMENT COMMISSION 
 
      23.1.1      The Borrower shall pay to each Bank a commitment commission on
                  the amount of such Bank's Available Revolving Commitment from 
                  day to day during that part of the Availability Period for the
                  Revolving Facility which commences on the earlier of 15 
                  December 2000 or the day falling thirty (30) days after the 

 
48  
22.3  EXCLUSIONS 
 
      In the event that the Recovering Bank receives the excess amount as a 
      result of legal proceedings, the "other Banks" referred to in sub-clause 
      22.1.2 of Clause 22.1 (REDISTRIBUTION) shall not include such Banks as 
      have been informed of such proceedings by the Recovering Bank and having 
      had the option to join in such proceedings, have not done so. 
 
23.   COMMITMENT COMMISSION AND FEES 
 
23.1  COMMITMENT COMMISSION 
 
      23.1.1      The Borrower shall pay to each Bank a commitment commission on
                  the amount of such Bank's Available Revolving Commitment from 
                  day to day during that part of the Availability Period for the
                  Revolving Facility which commences on the earlier of 15 
                  December 2000 or the day falling thirty (30) days after the 
                  date of this Agreement, such commitment commission to be 
                  calculated at the rate of 0.11 per cent. per annum. 
 
      23.1.2      The Borrower shall pay to each Bank a commitment commission on
                  the amount of such Bank's Available Term Commitment from day 
                  to day during the period from the date of this Agreement until
                  the end of the Availability Period for Term Advances, such 
                  commitment commission to be calculated at the rate of 0.125 
                  per cent. per annum. 
 
      23.1.3      Commitment commission under sub-clauses 23.1.1 and 23.1.2 is 
                  payable (i) for the first time on 15 March 2001, (ii) 
                  thereafter on the last day of each successive period of three 
                  months (as from that date), (iii) with respect to the 
                  commitment commission pursuant to sub-clause 23.1.1, on the 
                  last day of the Availability Period for Revolving Advances and
                  (iv) with respect to the commitment commission pursuant to 
                  sub-clause 23.1.2 on the last day of the Availability Period 
                  for Term Advances. 
 
      23.1.4      The Agent shall, at least five Business Days prior to the date
                  on which an amount of commitment commission is payable, notify
                  the Borrower of the amount then payable and the date on which 
                  payment is to be made, subject to any adjustments if any 
                  further Advances are made. Failure by the Agent to give any 
                  such notice shall not affect the Borrower's obligation to make
                  payments of the amount of commitment commission then due. 
 
23.2  UTILISATION FEE 
 
      23.2.1      The Borrower shall, in respect of each day until the date 
                  falling 12 months after the Closing Date for the Tender Offer 
                  on which the Dollar Amount of the Term Loan is equal or 
                  exceeds $ 1,375,000,000, pay to the Banks a utilisation fee at
                  the rate of 0.025 per cent per annum on the Dollar Amount of 
                  the Term Loan outstanding on the relevant day. 
      23.2.2      The Borrower shall pay accrued utilisation fee on the last day
                  of each successive period of three months (as from the date of
                  this Agreement) and, on the date falling 12 months after the 
                  Closing Date for the Tender Offer. 
 
      23.2.3      The Agent shall, at least five Business Days prior to the date
                  on which an amount of utilisation fee is payable, notify the 
                  Borrower of the amount then payable and specify the date on 
                  which payment is to be made. Failure by the Agent to give any 
                  such notice shall not affect the Borrower's obligation to make
                  payments of the amount of utilisation fee then due. 
 
23.3  FLAT FEES 
 
      The Borrower shall pay in accordance with the terms of the Fee Letters the
      fees therein specified. 
 

      23.2.2      The Borrower shall pay accrued utilisation fee on the last day
                  of each successive period of three months (as from the date of
                  this Agreement) and, on the date falling 12 months after the 
                  Closing Date for the Tender Offer. 
 
      23.2.3      The Agent shall, at least five Business Days prior to the date
                  on which an amount of utilisation fee is payable, notify the 
                  Borrower of the amount then payable and specify the date on 
                  which payment is to be made. Failure by the Agent to give any 
                  such notice shall not affect the Borrower's obligation to make
                  payments of the amount of utilisation fee then due. 
 
23.3  FLAT FEES 
 
      The Borrower shall pay in accordance with the terms of the Fee Letters the
      fees therein specified. 
 
23.4  AGENCY FEE 
 
      The Borrower shall pay to the Agent for its own account an agency fee 
      specified in the letter dated 14 December 2000 from the Agent to the 
      Borrower at the times and in the amounts therein specified. 
 
24.   COSTS AND EXPENSES 
 
24.1  COSTS AND EXPENSES OF THE AGENT AND ARRANGERS 
 
      The Borrower shall reimburse: 
 
      24.1.1      the Agent and the Arrangers, within seven (7) Business Days 
                  after demand by the Agent for all duly itemised reasonable 
                  costs and expenses (including the reasonable fees and expenses
                  of legal or other advisors up to the amount specified in the 
                  Fee Letters) together with any value added tax thereon, which 
                  may be incurred by them in connection with the preparation, 
                  negotiation and execution of this Agreement and the 
                  satisfaction of the conditions precedent under Clause 2.6; 
 
      24.1.2      the Agent and the Banks, on first demand by the Agent, for all
                  costs and expenses (including the reasonable fees and expenses
                  of legal or other advisors) together with value added taxes 
                  payable thereon, incurred by the Agent or any Bank: 
 
                  (a)   for the purposes of any amendment of this Agreement or 
                        as a result of a waiver by the Banks of any of their 
                        rights hereunder, in either case at the request of the 
                        Borrower; and 
 
                  (b)   in the preservation of any of its rights following a 
                        failure by the Borrower to fulfil any of its obligations
                        hereunder, in enquiring into the existence of any Event 
                        of Default or Special Early Termination Event and 
                        assessing the means of remedying it or in enforcing the 
                        obligations of the Borrower. 
 
                                       49 
24.2  STAMP AND REGISTRATION TAXES 
 
      The Borrower shall pay all stamp, registration and other similar taxes 
      which are payable in France in respect of this Agreement. 
 
24.3  BANKS' LIABILITY FOR COSTS 
 
      In the event that the Borrower fails to pay to the Arrangers or the Agent 
      any costs and expenses incurred by them and duly justified, in accordance 
      with terms of this Clause 24, the Banks shall indemnify the Arrangers and 
      the Agent PRO RATA to their Proportionate Amounts, provided that the 
      Borrower shall immediately refund to the Banks any payments so made by 
      them. 
 
25.   THE AGENT, THE ARRANGERS AND THE BANKS 
 

 
50  
24.2  STAMP AND REGISTRATION TAXES 
 
      The Borrower shall pay all stamp, registration and other similar taxes 
      which are payable in France in respect of this Agreement. 
 
24.3  BANKS' LIABILITY FOR COSTS 
 
      In the event that the Borrower fails to pay to the Arrangers or the Agent 
      any costs and expenses incurred by them and duly justified, in accordance 
      with terms of this Clause 24, the Banks shall indemnify the Arrangers and 
      the Agent PRO RATA to their Proportionate Amounts, provided that the 
      Borrower shall immediately refund to the Banks any payments so made by 
      them. 
 
25.   THE AGENT, THE ARRANGERS AND THE BANKS 
 
25.1  APPOINTMENT OF THE AGENT 
 
      Each of the Arrangers and the Banks hereby appoints the Agent (who 
      accepts) to act as its agent in connection herewith and authorises the 
      Agent to exercise such rights, powers, authorities and discretions as are 
      specifically delegated to the Agent by the terms hereof together with all 
      such rights, powers, authorities and discretions as are reasonably 
      incidental thereto. 
 
25.2  AGENT'S DISCRETIONS 
 
      The Agent may: 
 
      25.2.1      assume, unless it has, in its capacity as agent for the Banks,
                  received notice to the contrary from any other Party, that (a)
                  any representation made or deemed to be made by the Borrower 
                  in connection herewith is true, (b) no Event of Default or 
                  Potential Event of Default or Special Early Termination Event 
                  or Potential Special Early Termination Event has occurred, (c)
                  the Borrower is not in breach of its obligations hereunder and
                  (d) any right, power, authority or discretion vested herein 
                  upon an Instructing Group, the Banks or any other person or 
                  group of persons has not been exercised; 
 
      25.2.2      assume that the Facility Office of each Bank is that specified
                  under that Bank's signature in this Agreement (or, in the case
                  of a Bank which becomes a party hereto after the date hereof 
                  by virtue of a Transfer Agreement, the Facility Office 
                  specified in that agreement) until it has received from such 
                  Bank a notice designating some other office of such Bank to 
                  replace any such Facility Office and act upon any such notice 
                  until the same is superseded by a further such notice; 
 
      25.2.3      engage and pay for the advice or services of any lawyers, 
                  accountants, surveyors or other experts whose advice or 
                  services may to it seem necessary, expedient or desirable and 
                  rely upon any advice so obtained; 
      25.2.4      rely as to any matters of fact which might reasonably be 
                  expected to be within the knowledge of the Borrower upon a 
                  certificate signed by or on behalf of the Borrower; 
 
      25.2.5      rely upon any communication or document believed by it to be 
                  genuine; 
 
      25.2.6      refrain from exercising any right, power or discretion vested 
                  in it as agent hereunder unless and until instructed by an 
                  Instructing Group as to whether or not such right, power or 
                  discretion is to be exercised and, if it is to be exercised, 
                  as to the manner in which it should be exercised; and 
 
      25.2.7      refrain from acting in accordance with any instructions of an 
                  Instructing Group to begin any legal action or proceeding 
                  arising out of or in connection with this Agreement until it 
                  shall have received such security as it may require (whether 

      25.2.4      rely as to any matters of fact which might reasonably be 
                  expected to be within the knowledge of the Borrower upon a 
                  certificate signed by or on behalf of the Borrower; 
 
      25.2.5      rely upon any communication or document believed by it to be 
                  genuine; 
 
      25.2.6      refrain from exercising any right, power or discretion vested 
                  in it as agent hereunder unless and until instructed by an 
                  Instructing Group as to whether or not such right, power or 
                  discretion is to be exercised and, if it is to be exercised, 
                  as to the manner in which it should be exercised; and 
 
      25.2.7      refrain from acting in accordance with any instructions of an 
                  Instructing Group to begin any legal action or proceeding 
                  arising out of or in connection with this Agreement until it 
                  shall have received such security as it may require (whether 
                  by way of payment in advance or otherwise) for all costs, 
                  claims, losses, expenses (including legal fees) and 
                  liabilities together with any tax thereon which it will or may
                  expend or incur in complying with such instructions. 
 
25.3  AGENT'S OBLIGATIONS 
 
      The Agent shall: 
 
      25.3.1      promptly inform each Bank of the contents of any notice or 
                  document received by it in its capacity as Agent from the 
                  Borrower hereunder; 
 
      25.3.2      promptly notify each Bank of the occurrence of (i) any Event 
                  of Default under Clause 18.1.1 and (ii) any other Event of 
                  Default or any Potential Event of Default and any Special 
                  Early Termination Event or Potential Special Early Termination
                  Event of which the Agent has notice from any other Party; 
 
      25.3.3      save as otherwise provided herein, act as agent hereunder in 
                  accordance with any instructions given to it by an Instructing
                  Group, which instructions shall be binding on the Arrangers 
                  and the Banks provided that such instructions shall not 
                  authorise the Agent to act on behalf of a Bank (without first 
                  obtaining that Bank's consent) in any legal or arbitration 
                  proceedings relating to this Agreement; and 
 
      25.3.4      if so instructed by an Instructing Group, refrain from 
                  exercising any right, power or discretion vested in it as 
                  agent hereunder. 
 
25.4  EXCLUDED OBLIGATIONS 
 
      Notwithstanding anything to the contrary expressed or implied herein, 
      neither the Agent nor the Arrangers shall: 
 
      25.4.1      be bound to enquire as to (a) whether or not any 
                  representation made or deemed to be made by the Borrower in 
                  connection herewith is true, (b) the occurrence or otherwise 
                  of any Event of Default or Potential Event of Default and any 
                  Special Early Termination Event or Potential Special Early 
                  Termination Event, (c) the 
 
                                       51 
                  performance by the Borrower of its obligations hereunder or 
                  (d) any breach by the Borrower of its obligations hereunder; 
 
      25.4.2      be bound to account to any Bank for any sum or the profit 
                  element of any sum received by it for its own account; 
 
      25.4.3      be bound to disclose to any other person any information 
                  relating to any member of the Group if it receives that 
                  information with its consent on a confidential basis or if 
                  such disclosure would or might in its opinion constitute a 
                  breach of any law or be otherwise actionable at the suit of 

                  performance by the Borrower of its obligations hereunder or 
                  (d) any breach by the Borrower of its obligations hereunder; 
 
      25.4.2      be bound to account to any Bank for any sum or the profit 
                  element of any sum received by it for its own account; 
 
      25.4.3      be bound to disclose to any other person any information 
                  relating to any member of the Group if it receives that 
                  information with its consent on a confidential basis or if 
                  such disclosure would or might in its opinion constitute a 
                  breach of any law or be otherwise actionable at the suit of 
                  any person; 
 
      25.4.4      be under any obligations other than those for which express 
                  provision is made herein. 
 
25.5  INDEMNIFICATION 
 
      Each Bank shall, in its Proportionate Amount, from time to time on demand 
      by the Agent, indemnify the Agent against any and all costs, claims, 
      losses, expenses (including legal fees) and liabilities together with any 
      tax thereon which the Agent may incur, otherwise than by reason of its own
      gross negligence or wilful misconduct, in acting in its capacity as agent 
      hereunder (other than any which have been reimbursed by the Borrower 
      pursuant to Clause 20 (INDEMNITY) or otherwise hereunder). 
 
25.6  EXCLUSION OF LIABILITIES 
 
      Except in the case of gross negligence or wilful default, none of the 
      Agent and the Arrangers accepts any responsibility: 
 
      25.6.1      for the adequacy, accuracy and/or completeness of the 
                  Information Memorandum or any other information supplied by 
                  the Agent or the Arrangers, by the Borrower or by any other 
                  person in connection herewith or in connection with any other 
                  agreement or document entered into or made in connection with 
                  this Agreement; 
 
      25.6.2      for the legality, validity, effectiveness, adequacy or 
                  enforceability of this Agreement or any other agreement or 
                  document made in connection with this Agreement; or 
 
      25.6.3      for the exercise of, or the failure to exercise, any 
                  judgement, discretion or power given to any of them by or in 
                  connection with this Agreement or any other agreement or 
                  document entered into or made in connection with this 
                  Agreement. 
 
      Accordingly, none of the Agent and the Arrangers shall be under any 
      liability in respect of such matters, save in the case of gross negligence
      or wilful misconduct. 
 
                                       52 
25.7  NO ACTIONS 
 
      Each of the Banks agrees that it will not assert or seek to assert against
      any director, officer or employee of the Agent or any Arranger any claim 
      it might have against any of them in respect of the matters referred to in
      Clause 25.6 (EXCLUSION OF LIABILITIES). 
 
25.8  BUSINESS WITH THE GROUP 
 
      The Agent and each of the Arrangers may accept deposits from, lend money 
      to and generally engage in any kind of banking or other business with any 
      member of the Group. 
 
25.9  RESIGNATION 
 
      25.9.1      The Agent may resign its appointment as such at any time 
                  without assigning any reason by giving not less than thirty 
                  days' prior notice to that effect to each of the other 
                  Parties, PROVIDED THAT no such resignation shall be effective 

 
25.10 SUCCESSOR AGENT  
If the Agent gives notice of its resignation pursuant to Clause 25.9 (RESIGNATION), then any reputable and 
experienced bank or other financial institution may be appointed as a successor to the Agent by an Instructing 
Group (following consultation in good faith with the Borrower) during the period of such notice but, if no such 
successor is so appointed, the Agent may appoint such a successor itself (following consultation in good faith with 
the Borrower).  
25.11 RIGHTS AND OBLIGATIONS  
If a successor to the Agent is appointed under the provisions of Clause  
25.10 (SUCCESSOR AGENT) and has accepted its appointment as Agent, then  
(a) the retiring Agent shall be discharged from any further obligation hereunder but shall remain entitled to the 
benefit of the provisions of this Clause 25 and (b) its successor and each of the other Parties shall have the same 
rights and obligations amongst themselves as they would have had if such successor had been a party hereto.  
25.12 OWN RESPONSIBILITY  
It is understood and agreed by each Bank that at all times it has itself been, and will continue to be, solely 
responsible for making its own independent appraisal of and investigation into all risks arising under or in 
connection with this Agreement including, but not limited to:  
53  
25.7  NO ACTIONS 
 
      Each of the Banks agrees that it will not assert or seek to assert against
      any director, officer or employee of the Agent or any Arranger any claim 
      it might have against any of them in respect of the matters referred to in
      Clause 25.6 (EXCLUSION OF LIABILITIES). 
 
25.8  BUSINESS WITH THE GROUP 
 
      The Agent and each of the Arrangers may accept deposits from, lend money 
      to and generally engage in any kind of banking or other business with any 
      member of the Group. 
 
25.9  RESIGNATION 
 
      25.9.1      The Agent may resign its appointment as such at any time 
                  without assigning any reason by giving not less than thirty 
                  days' prior notice to that effect to each of the other 
                  Parties, PROVIDED THAT no such resignation shall be effective 
                  until a successor for the Agent is appointed in accordance 
                  with the succeeding provisions of this Clause 25. 
 
      25.9.2      After consultation in good faith with the Borrower an 
                  Instructing Group may, by notice to the Agent, require it to 
                  resign in accordance with Clause 25.9.1 above. In this event, 
                  the Agent shall resign in accordance with Clause 25.9.1 above.
25.12.1     the financial condition, creditworthiness, condition, affairs,
            status and nature of each member of the Group; 
 
25.12.2     the legality, validity, effectiveness, adequacy and 
            enforceability of this Agreement and any other agreement or 
            document entered into or made in connection with this 
            Agreement; 
 
25.12.3     whether such Bank has recourse, and the nature and extent of 
            that recourse, against the Borrower or any other person or any
            of their respective assets under or in connection with this 
            Agreement, the transactions herein contemplated or any other 
            agreement or document entered into or made in connection with 
            this Agreement; and 
 
25.12.4     the adequacy, accuracy and/or completeness of the Information 

 
25.13 AGENCY DIVISION SEPARATE  
25.12.1     the financial condition, creditworthiness, condition, affairs,
            status and nature of each member of the Group; 
 
25.12.2     the legality, validity, effectiveness, adequacy and 
            enforceability of this Agreement and any other agreement or 
            document entered into or made in connection with this 
            Agreement; 
 
25.12.3     whether such Bank has recourse, and the nature and extent of 
            that recourse, against the Borrower or any other person or any
            of their respective assets under or in connection with this 
            Agreement, the transactions herein contemplated or any other 
            agreement or document entered into or made in connection with 
            this Agreement; and 
 
25.12.4     the adequacy, accuracy and/or completeness of the Information 
            Memorandum and any other information provided by the Agent or 
            the Arrangers, the Borrower, or by any other person in 
            connection with this Agreement, the transactions contemplated 
            herein or any other agreement or document entered into or made
            in connection with this Agreement. 
      In acting as agent hereunder for the Banks, the Agent shall be regarded as
      acting through its agency division which shall be treated as a separate 
      entity from any other of its divisions or departments and, notwithstanding
      the foregoing provisions of this Clause 25, any information received by 
      some other division or department of the Agent may be treated as 
      confidential and shall not be regarded as having been given to the Agent's
      agency division. 
 
26.   ASSIGNMENTS AND TRANSFERS 
 
26.1  ASSIGNMENTS BY THE BORROWER 
 
      The Borrower shall not be entitled to assign or transfer all or any of its
      rights or obligations. 
 
26.2  TRANSFERS BY THE BANKS 
 
      26.2.1      A Bank (the "OLD BANK") may transfer any of its rights and 
                  obligations under this Agreement VIS-A-VIS the Borrower to 
                  another bank or financial institution (the "NEW BANK"), by 
                  entering into a Transfer Agreement. Such a transfer: 
 
                  (a)   if it does not relate to the full amount of its 
                        Commitment and/or its Participation in the Loan, as the 
                        case may be, must relate to a Dollar Amount of at least 
                        20,000,000 and an integral multiple of 10,000,000; and 
 
                  (b)   requires the prior written consent of the Borrower, 
                        which the Borrower hereby gives if the transfer is to 
                        another Bank or to any affiliate of a Bank. 
 
      26.2.2      The prior consent of the Borrower mentioned in Clause 26.2.1 
                  shall be requested by the Agent for the account of the Old 
                  Bank, and may not be 
 
                                       54 
                  unreasonably withheld by the Borrower. The Borrower's consent 
                  shall be deemed to have been given unless the Borrower shall 
                  have notified the Agent to the contrary within ten Business 
                  Days (which for the purposes of this sub-clause 26.2.2 shall 
                  mean a day (other than Saturday or Sunday) on which banks 
                  generally are open for business in Paris) of the request for 
                  such consent. A Bank may, however, not transfer any part of 
                  its Commitment in relation to a particular Commitment and/or 
                  any part of its Participation in relation to a particular Loan
                  without transferring such part of its Commitment in relation 

                  unreasonably withheld by the Borrower. The Borrower's consent 
                  shall be deemed to have been given unless the Borrower shall 
                  have notified the Agent to the contrary within ten Business 
                  Days (which for the purposes of this sub-clause 26.2.2 shall 
                  mean a day (other than Saturday or Sunday) on which banks 
                  generally are open for business in Paris) of the request for 
                  such consent. A Bank may, however, not transfer any part of 
                  its Commitment in relation to a particular Commitment and/or 
                  any part of its Participation in relation to a particular Loan
                  without transferring such part of its Commitment in relation 
                  to the other Commitment and/or such part of its Participation 
                  in relation to the other Loan in the same proportion. 
 
      26.2.3      Execution of a Transfer Agreement shall operate as from the 
                  Transfer Date: 
 
                  (a)   to discharge the Old Bank, to the extent provided for in
                        the Transfer Agreement, from future obligations towards 
                        the Borrower and the Agent and the other Banks; 
 
                  (b)   to transfer to the New Bank to the extent provided for 
                        in the Transfer Agreement, the rights and obligations of
                        the Old Bank VIS-A-VIS the Borrower, the Agent and the 
                        other Banks. 
 
      26.2.4      The New Bank shall through the Agent, promptly inform the 
                  Borrower of the execution of the Transfer Agreement and its 
                  effective date. 
 
      26.2.5      Nothing in this Clause 26 shall prevent a Bank from 
                  transferring, by some other means than a Transfer Agreement, 
                  all or part of its Participation in the Loan to another 
                  financial institution, but any such transfer shall be subject 
                  to the same conditions as are specified in Clause 26.2.1(a) 
                  and (b). 
 
26.3  FACILITY OFFICE 
 
      26.3.1      A Bank may, from time to time, change its Facility Office by 
                  notifying the Agent of the address and details of the 
                  replacement Facility Office. If as a result of any such change
                  the Bank is no longer an Eligible Bank, it shall only be 
                  entitled under Clause 12.1 (WITHHOLDINGS) to an additional 
                  payment in respect of interest accruing during a period after 
                  which such change becomes effective to the extent that the 
                  additional payment is referable to an increase in the 
                  applicable withholding tax rate in France after such date; 
 
      26.3.2      The Agent shall notify the Borrower, as soon as possible, of 
                  any change in Facility Office notified to it by a Bank. 
 
27.   MISCELLANEOUS 
 
27.1  ASSIGNMENT FEE 
 
      On the date upon which any transfer under Clause 26.2 (TRANSFERS BY BANKS)
      becomes effective (whether by virtue of a Transfer Agreement or some other
      means) the transferee shall pay a fee of $ 750 plus any applicable tax to 
      the Agent. 
 
                                       55 
27.2  COMMUNICATION 
 
      A Bank may disclose to any potential transferee a copy of this Agreement 
      and any information in such Bank's possession concerning the Borrower 
      which has been communicated to such Bank by the Arrangers, the Agent or 
      the Borrower or which is freely available to the public PROVIDED THAT no 
      information which is not freely available to the public may be so 
      disclosed unless, prior to such disclosure, the relevant Bank obtains from
      the person to whom it wishes to make such disclosure a Confidentiality 
      Undertaking addressed to it. 
 

27.2  COMMUNICATION 
 
      A Bank may disclose to any potential transferee a copy of this Agreement 
      and any information in such Bank's possession concerning the Borrower 
      which has been communicated to such Bank by the Arrangers, the Agent or 
      the Borrower or which is freely available to the public PROVIDED THAT no 
      information which is not freely available to the public may be so 
      disclosed unless, prior to such disclosure, the relevant Bank obtains from
      the person to whom it wishes to make such disclosure a Confidentiality 
      Undertaking addressed to it. 
 
27.3  NOTICE OF ASSIGNMENT 
 
      No assignment under Article 1689 of the French Civil Code shall be binding
      on the Borrower and third parties until due notice of such transfer has 
      been duly given to the Borrower by way of SIGNIFICATION under Article 1690
      of the French Civil Code. 
 
28.   CALCULATIONS AND EVIDENCE OF DEBT 
 
28.1  BASIS OF ACCRUAL 
 
      Interest, default interest and utilisation fees and commitment commission 
      shall be calculated in accordance with current market practice from time 
      to time that it is to say, currently, on the basis of a year of 360 days 
      or 365 days (in the case of any amounts denominated in Sterling) and the 
      actual number of days elapsed. 
 
28.2  ACCOUNTS 
 
      Each Bank, in respect of its own Participation, and the Agent, in respect 
      of the Loan, shall maintain, in accordance with usual banking practice, 
      accounts in which such Finance Party shall record the amounts of 
      principal, interest or other amounts owed by the Borrower as well as all 
      amounts paid hereunder. 
 
28.3  EVIDENCE 
 
      The records referred to in Clause 28.2 (ACCOUNTS) shall be conclusive 
      evidence, in the absence of error, of the existence of and amounts of sums
      due by the Borrower. 
 
29.   RECOURSE 
 
      Neither the Borrower nor any Bank shall be deemed to have waived all or 
      any part of its rights under this Agreement as the result of any delay in 
      exercising, failure to exercise or partial exercise of such right. 
 
30.   SEVERABILITY 
 
      The invalidity of any of the provisions hereof shall not result in the 
      invalidity of any other provision. 
 
                                       56 
31.   NOTICES 
 
31.1  LANGUAGE 
 
      Any notice or document given or delivered by one Party to another under 
      this Agreement shall be in the English language. 
 
31.2  DELIVERY 
 
      31.2.1      Any notice to be delivered pursuant to this Agreement shall be
                  sent in writing and delivered by hand (with a receipt of 
                  delivery to be obtained), or by registered post (with a 
                  receipt of delivery to be obtained), to the address of the 
                  addressee Party as set out in Clause 31.3 (ADDRESSES). 
 
      31.2.2      Notwithstanding the provisions of sub-clause 31.2.1 above, any
                  notice between the Borrower and the Agent under Clause 3.1 
                  (DRAWDOWN CONDITIONS FOR TERM ADVANCES), Clause 6.1 (DRAWDOWN 

 
(b) agree with the Borrower an amendment to this Agreement.  
31.   NOTICES 
 
31.1  LANGUAGE 
 
      Any notice or document given or delivered by one Party to another under 
      this Agreement shall be in the English language. 
 
31.2  DELIVERY 
 
      31.2.1      Any notice to be delivered pursuant to this Agreement shall be
                  sent in writing and delivered by hand (with a receipt of 
                  delivery to be obtained), or by registered post (with a 
                  receipt of delivery to be obtained), to the address of the 
                  addressee Party as set out in Clause 31.3 (ADDRESSES). 
 
      31.2.2      Notwithstanding the provisions of sub-clause 31.2.1 above, any
                  notice between the Borrower and the Agent under Clause 3.1 
                  (DRAWDOWN CONDITIONS FOR TERM ADVANCES), Clause 6.1 (DRAWDOWN 
                  CONDITIONS FOR REVOLVING ADVANCES), Clause 9.3 (MARKET 
                  Disruption) and Clause 10 (PAYMENT OF INTEREST) of this 
                  Agreement must be sent by fax to the fax number and the 
                  address of the recipient, set out in Clause 31.3 (ADDRESSES) 
                  and any notice between the Agent and the Banks must be given 
                  by fax, telex or electronic mail to the number or electronic 
                  mail address (as relevant) given in Clause 31.3 (ADDRESSES). 
 
      31.2.3      Any communication to be made to the Borrower shall be deemed 
                  delivered, as the case may be: 
 
                  (a)   on the date shown on the delivery receipt in the case of
                        delivery by registered post; 
 
                  (b)   on the date of sending (and receiving a positive 
                        transmission report) if sent by fax (except that if the 
                        transmission report is dated as of a day which is not a 
                        Business Day the communication will be treated as 
                        delivered on the next following Business Day); 
 
                  (c)   on the date of sending (and receiving a positive 
                        delivery report) if sent by electronic mail (except that
                        if the delivery report is dated as of a day which is not
                        a Business Day the communication will be treated as 
                        delivered on the next following Business Day); 
 
                  (d)   on the date marked on the receipt, in the case of 
                        delivery by hand. 
 
31.3  ADDRESSES 
 
      The address, fax number, telex number and electronic mail address of each 
      Party are as specified on the signature pages hereto, or in the case of a 
      Bank becoming a Bank by virtue of a Transfer Agreement, those specified in
      the relevant agreement. 
 
                                       57 
32.   AMENDMENTS 
 
32.1  GENERAL PRINCIPLES 
 
      32.1.1      The Agent may, subject to having received the prior written 
                  consent of an Instructing Group: 
 
                  (a)   notify the Borrower that the Banks have agreed to waive
                        for a certain period or permanently any provision of 
                        this Agreement inserted for their sole benefit; or 
      32.1.2      Any such waiver or amendment shall be binding on all Parties.
 

 
(b) agree with the Borrower an amendment to this Agreement.  
 
(e) the currency of account or payment under this Agreement;  
(f) any postponement of either the due date for the payment of any sum due from the Borrower or the Revolving 
Loan Termination Date or the Term Loan Termination Date;  
(g) the provisions of Clause 2.3 (OBLIGATIONS OF THE BANK SEVERAL), Clause 2.4 (RIGHTS OF 
THE BANK SEVERAL) Clause  
2.6 (CONDITIONS PRECEDENT FOR ADVANCES), Clause 22 (SHARING), Clause 26.1 
(ASSIGNMENTS BY THE BORROWER) or of this Clause 32; and  
(h) any provision which requires the consent of all the  
 
58  
(b) would result in any modification of the rights of the  
32.   AMENDMENTS 
 
32.1  GENERAL PRINCIPLES 
 
      32.1.1      The Agent may, subject to having received the prior written 
                  consent of an Instructing Group: 
 
                  (a)   notify the Borrower that the Banks have agreed to waive
                        for a certain period or permanently any provision of 
                        this Agreement inserted for their sole benefit; or 
      32.1.2      Any such waiver or amendment shall be binding on all Parties.
 
32.2  EXCEPTIONS 
 
      32.2.1      The unanimous consent of the Banks is required for any 
                  amendment to or waiver relating to: 
 
                  (a)   the definition of Instructing Group and Optional 
                        Currency; 
 
                  (b)   an increase in the amount of the Loan or any Bank's 
                        Commitment or any decrease in an amount payable to any 
                        Finance Party; 
 
                  (c)   the rate of interest, fees or the amount of any other 
                        sums due under this Agreement; 
 
                  (d)   the duration of Interest Periods selected by the 
                        Borrower; 
                  Banks. 
 
32.2.2      The Agent shall not be obliged to agree with the Borrower an 
            amendment which: 
 
            (a)   would result in any modification to the provisions of 
                  Clause 24.1 (COSTS AND EXPENSES), Clause 25 (THE AGENT,
                  ARRANGERS AND BANKS) or this paragraph (a) of Clause 
                  32.2.2; or 
                  Agent or impose any additional obligation on the Agent. 
 
32.2.3      No Bank shall be bound by any amendment to which it has not 
            agreed if such amendment would result in an increase of such 

(b) would result in any modification of the rights of the  
 
33. TAUX EFFECTIF GLOBAL  
For the purposes of the application of Articles L313-1 ET SEQ, R313-1 and R313-2 of the French CODE DE 
LA CONSOMMATION, the Parties accept and agree that by virtue of certain characteristics of the Loan (and 
in particular the variable interest rate applicable to the Advances), the TAUX EFFECTIF GLOBAL cannot be 
calculated at the date of signature of this Agreement.  
The Agent has nonetheless delivered to the Borrower on the date of signature of this Agreement, a letter 
containing an indicative calculation of the TAUX EFFECTIF GLOBAL by reference to numbered examples 
based on the hypotheses specified in such letter.  
34. SCHEDULES  
The Schedules to this Agreement form an integral part hereof.  
35. APPLICABLE LAW  
This Agreement is governed by French law.  
36. JURISDICTION  
The Parties accept the jurisdiction of the TRIBUNAL DE COMMERCE DE Paris in relation to any dispute 
relating to the validity, interpretation or performance of this Agreement.  
59  
SCHEDULE 4  
CONDITIONS PRECEDENT  
1. A K-BIS extract for the Borrower, not more than one month old.  
2. A copy of the Borrower's constitutive documents (STATUTS), certified as being a true and up-to-date copy, 
as at the date of signature of this Agreement, by a duly Authorised Signatory.  
3. A legal opinion from Clifford Chance, Paris, French law legal counsel to the Banks reasonably satisfactory to 
the Banks.  
4. A legal opinion from the Legal Department of the Borrower.  
5. Opinion from outside US counsel to the Borrower as to compliance with New York State and US federal 
laws in relation to financing of the Tender Offer and the Merger, and in particular compliance with the provisions 
of the Investment Company Act, Regulation U and the Investment Advisors Act.  
6. A resolution of the Borrower's management board (DIRECTOIRE) approving this Agreement.  
7. Specimen signatures and powers of attorney for those people having authority to sign this Agreement, any 
Notice of Drawdown or any other communication sent on behalf of the Borrower for the purposes of this 
                  Agent or impose any additional obligation on the Agent. 
 
32.2.3      No Bank shall be bound by any amendment to which it has not 
            agreed if such amendment would result in an increase of such 
            Bank's Commitment or a reduction in its entitlement to any 
            amounts due from the Borrower, or if it relates to a matter as
            to which this Agreement requires its individual agreement. 

SCHEDULE 4  
CONDITIONS PRECEDENT  
1. A K-BIS extract for the Borrower, not more than one month old.  
2. A copy of the Borrower's constitutive documents (STATUTS), certified as being a true and up-to-date copy, 
as at the date of signature of this Agreement, by a duly Authorised Signatory.  
3. A legal opinion from Clifford Chance, Paris, French law legal counsel to the Banks reasonably satisfactory to 
the Banks.  
4. A legal opinion from the Legal Department of the Borrower.  
5. Opinion from outside US counsel to the Borrower as to compliance with New York State and US federal 
laws in relation to financing of the Tender Offer and the Merger, and in particular compliance with the provisions 
of the Investment Company Act, Regulation U and the Investment Advisors Act.  
6. A resolution of the Borrower's management board (DIRECTOIRE) approving this Agreement.  
7. Specimen signatures and powers of attorney for those people having authority to sign this Agreement, any 
Notice of Drawdown or any other communication sent on behalf of the Borrower for the purposes of this 
Agreement.  
8. All authorisations which are either necessary or advisable in the Agent's reasonable opinion (acting on the basis 
of legal advice) with respect to the execution by the Borrower of this Agreement and any related documents and 
the performance of its obligations hereunder or implementation of the Tender Offer or the Merger.  
9. A copy, certified a true copy by the Finance Director of the Borrower, of its Original Financial Statements and 
a Compliance Certificate in relation thereto.  
10. A Certificate dated as at the date of this Agreement from the Finance Director of the Borrower confirming 
that there is no Financial Indebtedness secured by existing Security.  
60  
SIGNED THE 14TH DAY OF DECEMBER 2000 IN 6 ORIGINALS  
THE BORROWER  
AXA  
By:  
 
THE ARRANGERS  
BANK OF AMERICA INTERNATIONAL LIMITED  
By:  
Address: 
            75008 Paris 
            France 
 
Fax:        33 1 40 75 58 28 and 33 1 40 75 59 71 
E-mail: 
Contact:    Head of Corporate Finance and Treasury Department/Head of Legal
            Department 

SIGNED THE 14TH DAY OF DECEMBER 2000 IN 6 ORIGINALS  
THE BORROWER  
AXA  
By:  
 
THE ARRANGERS  
BANK OF AMERICA INTERNATIONAL LIMITED  
By:  
 
61  
CHASE MANHATTAN PLC  
By:  
 
SG INVESTMENT BANKING  
By:  
Address: 
            75008 Paris 
            France 
 
Fax:        33 1 40 75 58 28 and 33 1 40 75 59 71 
E-mail: 
Contact:    Head of Corporate Finance and Treasury Department/Head of Legal
            Department 
Address:    Bank of America House 
            1 Alie Street 
            London E18DE 
            United Kingdom 
 
Fax:        +44 207 809 5294 
E-mail: 
Contact:    Charles Bingham/Jeffrey Heimann
Address:    125 London Wall 
            London EC2Y 5AJ 
            United Kingdom 
 
Fax:        +44 207 777 5311/5305 
E-mail: 
Contact:    International Loan Services Group
            Trinity Tower 9th Floor 
            9 Thomas Moore Street 
            London E19YT 
            United Kingdom 
Address:    Tour SG 
            17, Cours Valmy 
            92572 Paris La Defense Cedex
            France 
 
Fax:        +33 1 42 14 98 86 

CHASE MANHATTAN PLC  
By:  
 
SG INVESTMENT BANKING  
By:  
 
UBS WARBURG LTD.  
By:  
 
62  
THE AGENT  
SOCIETE GENERALE  
By:  
 
THE BANKS  
Address:    125 London Wall 
            London EC2Y 5AJ 
            United Kingdom 
 
Fax:        +44 207 777 5311/5305 
E-mail: 
Contact:    International Loan Services Group
            Trinity Tower 9th Floor 
            9 Thomas Moore Street 
            London E19YT 
            United Kingdom 
Address:    Tour SG 
            17, Cours Valmy 
            92572 Paris La Defense Cedex
            France 
 
Fax:        +33 1 42 14 98 86 
E-mail: 
Contact:    Mathilde Claudon 
Address:    2 Finsbury Avenue 
            London EC2M 2PP 
            United Kingdom 
 
Fax:        +44 207 568 5664 
E-mail: 
Contact:    Ian Price 
            Banking Products Services
Address:    Tour SG 
            17, Cours Valmy 
            92572 Paris La Defense Cedex
 
Fax:        +33 1 42 14 98 86 
E-mail: 
Contact:    Mathilde Claudon 

THE AGENT  
SOCIETE GENERALE  
By:  
 
THE BANKS  
BANK OF AMERICA INTERNATIONAL (NETHERLANDS) B.V.  
By:  
 
THE CHASE MANHATTAN BANK  
By:  
 
63  
SOCIETE GENERALE  
By:  
 
Address:    Tour SG 
            17, Cours Valmy 
            92572 Paris La Defense Cedex
 
Fax:        +33 1 42 14 98 86 
E-mail: 
Contact:    Mathilde Claudon 
Address:    Herengracht 469 
            1017 BS Amsterdam
            P.O. Box 75215 
            1070 AE Amsterdam
            The Netherlands 
 
Fax:        +31 20 5757  193 
E-mail: 
Contact:    Allan Kerr 
Address:    125 London Wall 
            London EC2Y 5AJ 
            United Kingdom 
 
Fax:        +44 207 777 5311/5305 
E-mail: 
Contact:    International Loan Services Group
            Trinity Tower, 9th Floor 
            9 Thomas Moore Street 
            London E1 9YT 
            United Kingdom 
Address:    Tour SG 
            17, Cours Valmy 
            92572 Paris La Defense Cedex
 
Fax:        +33 1 42 14 98 86 
E-mail: 
Contact:    Mathilde Claudon 

SOCIETE GENERALE  
By:  
 
UBS AG  
By:  
 
ABN AMRO BANK N.V.  
By:  
 
64  
BANCA COMMERCIALE ITALIANA FRANCE S.A.  
By:  
 
BANCA DI ROMA S.P.A.  
By:  
Address:    Tour SG 
            17, Cours Valmy 
            92572 Paris La Defense Cedex
 
Fax:        +33 1 42 14 98 86 
E-mail: 
Contact:    Mathilde Claudon 
Address:    2 Finsbury Avenue 
            London EC2M 2PP 
            United Kingdom 
 
Fax:        +44 207 568 5664 
E-mail: 
Contact:    Ian Price 
            Banking Products Services
Address:    P.O. Box 283 
            1000 EA Amsterdam
            The Netherlands 
 
Fax:        +31 20 628 1286 
E-mail: 
Contact:    Ruud Farenhorst 
Address:    2, rue Mayerbeer 
            75009 Paris 
 
Fax:        +33 1 42 46 72 93
E-mail: 
Contact:    Didier Alleaume 
Address:    21 avenue Georges V 
            75008 Paris 
 
Fax:        +33 1 49 52 69 69 
E-mail: 

BANCA COMMERCIALE ITALIANA FRANCE S.A.  
By:  
 
BANCA DI ROMA S.P.A.  
By:  
 
BBVA IRELAND PLC  
By:  
 
THE BANK OF TOKYO-MITSUBISHI, LTD.  
By:  
 
65  
BNP PARIBAS  
By:  
Address:    2, rue Mayerbeer 
            75009 Paris 
 
Fax:        +33 1 42 46 72 93
E-mail: 
Contact:    Didier Alleaume 
Address:    21 avenue Georges V 
            75008 Paris 
 
Fax:        +33 1 49 52 69 69 
E-mail: 
Contact:    Jose Marc Vincentelli
Address:    IFSC 1 North Wall QUAY
            Dublin 1 
            Ireland 
 
Fax:        +353 670 28 48 
E-mail: 
Contact:    Angel Boix 
Address:    4-8, rue Sainte Anne
            75001 Paris 
 
Fax:        +33 1 49 26 49 01 
E-mail: 
Contact:    Laetitia de Belsunce
Address:    Agence Centrale 
            Rue d'Antin 
            75002 Paris 
 
Fax:        +33 1 44 83 54 47 
E-mail: 
Contact:    Christophe Pirault/Michelle Angelini

BNP PARIBAS  
By:  
 
BARCLAYS BANK PLC  
By:  
 
CITIBANK INTERNATIONAL PLC, PARIS BRANCH  
By:  
 
66  
CREDIT AGRICOLE INDOSUEZ  
By:  
 
CREDIT COMMERCIAL DE FRANCE  
By:  
Address:    Agence Centrale 
            Rue d'Antin 
            75002 Paris 
 
Fax:        +33 1 44 83 54 47 
E-mail: 
Contact:    Christophe Pirault/Michelle Angelini
Address:    Global Services Unit
            5th North Colonnade 
            Canary Wharf 
            London E14 4BB 
            United Kingdom 
 
Fax:        +44 207 773 68 11 
E-mail: 
Contact:    Ian Stewart 
Address:    19, Le Parvis 
            92073 Paris La Defense
 
 
Fax:        +33 1 49 06 11 55 
E-mail: 
Contact:    Brigitte Howard 
Address:    9 Quai du President Paul Doumer
            92920 Paris La Defense 
 
Fax:        +33 1 41 89 08 71 
E-mail: 
Contact:    Marie Christine Rapin 
Address:    103 avenue des Champs-Elysees
            75008 Paris 
 
Fax:        +33 1 40 70 78 84 

CREDIT AGRICOLE INDOSUEZ  
By:  
 
CREDIT COMMERCIAL DE FRANCE  
By:  
 
CREDIT SUISSE FIRST BOSTON  
By:  
 
DEUTSCHE BANK LUXEMBOURG SA  
By:  
 
67  
THE FUJI BANK LIMITED  
By:  
 
Address:    9 Quai du President Paul Doumer
            92920 Paris La Defense 
 
Fax:        +33 1 41 89 08 71 
E-mail: 
Contact:    Marie Christine Rapin 
Address:    103 avenue des Champs-Elysees
            75008 Paris 
 
Fax:        +33 1 40 70 78 84 
E-mail:     aleleux@ccf.fr 
Contact:    Arnaud Leleux 
Address:    21 boulevard de la Madeleine
            75038 Paris Cedex 01 
 
Fax:        +33 1 40 76 57 26 
E-mail: 
Contact:    Jean-Francois Cressot 
Address:    2, Boulevard Konrad Adenauer
            L-1115 Luxembourg 
 
Fax:        +352 42122 287 
E-mail:     credit.dblux@db.com 
Contact:    Loan Department/French Desk 
Address:    26 avenue des Champs-Elysees
            75008 Paris 
 
Fax:        +33 1 43 59 89 75 
E-mail:     business@fujibank.fr 
Contact:    Mr Nakayam/Ms Pechon 

THE FUJI BANK LIMITED  
By:  
 
LANDESBANK BADEN WURTTEMBERG, LONDON BRANCH  
By:  
 
LEHMAN COMMERCIAL PAPER INC.  
By:  
 
68  
NATIONAL AUSTRALIA BANK LIMITED (A.C.N. 004 044 937)  
By:  
 
RABOBANK INTERNATIONAL, LONDON BRANCH  
By:  
Address:    26 avenue des Champs-Elysees
            75008 Paris 
 
Fax:        +33 1 43 59 89 75 
E-mail:     business@fujibank.fr 
Contact:    Mr Nakayam/Ms Pechon 
Address:    Bucklersbury House 
            83 Cannon Street 
            London EC4N 8TJ 
            United Kingdom 
 
Fax:        +44 207 634 18 92 
E-mail:     diane.howie@lbbwuk.com
Contact:    Diane Howie 
Address:    3 World Financial Center 
            New York, NY 10295 U.S.A.
 
Fax:        +212 526 02 42 
E-mail: 
Contact:    Michele Swanson 
Address:    C&IFS Support Group 
            88 Wood Street 
            London EC2V 7QQ 
            United Kingdom 
 
Fax:        +44 207 710 02 97 
E-mail:     chris.gottardo@nab.co.uk
Contact:    Chris Gottardo 
Address:    Thames Court 
            One Queenhithe 
            London EC4V 3RL 
            United Kingdom 
 

NATIONAL AUSTRALIA BANK LIMITED (A.C.N. 004 044 937)  
By:  
 
RABOBANK INTERNATIONAL, LONDON BRANCH  
By:  
 
THE ROYAL BANK OF SCOTLAND PLC  
By:  
 
69  
SANPAOLO IMI S.P.A, LONDON BRANCH  
By:  
 
STANDARD CHARTERED BANK  
By:  
Address:    C&IFS Support Group 
            88 Wood Street 
            London EC2V 7QQ 
            United Kingdom 
 
Fax:        +44 207 710 02 97 
E-mail:     chris.gottardo@nab.co.uk
Contact:    Chris Gottardo 
Address:    Thames Court 
            One Queenhithe 
            London EC4V 3RL 
            United Kingdom 
 
Fax:        +44 207 809 35 52
E-mail: 
Contact:    Chris Freeman 
Address:    Corporate & Institutional Banking
            125 Bishopsgate 
            London EC2M 3UR 
            United Kingdom 
 
Fax:        +44 207 375 86 32 
E-mail: 
Contact:    Alan Chidgey 
Address:    Wren House 
            15 Carter Lane 
            London EC4V 5SP 
            United Kingdom 
 
Fax:        +44 207 236 26 98 
E-mail: 
Contact:    Andrew Hurst 
            Syndication Officer

SANPAOLO IMI S.P.A, LONDON BRANCH  
By:  
 
STANDARD CHARTERED BANK  
By:  
 
THE SUMITOMO BANK, LIMITED  
By:  
Address:    Wren House 
            15 Carter Lane 
            London EC4V 5SP 
            United Kingdom 
 
Fax:        +44 207 236 26 98 
E-mail: 
Contact:    Andrew Hurst 
            Syndication Officer
Address:    1 Aldemanbury Square
            London EC2V 7SB 
            United Kingdom 
 
Fax:        +44 207 280 73 73 
E-mail: 
Contact:    Laurence Sherlock 
Address:    20, rue de la Ville-l'Eveque
            75008 Paris 
 
Fax:        +33 1 44 71 40 50 
E-mail: 
Contact:    Francois de la Loge 
 
70  
THE SANWA BANK LIMITED  
By:  
 
WESTDEUTSCHE LANDESBANK, PARIS BRANCH  
By:  
Address:    PO Box 36 City Place House
            55 Basinghall Street 
            London EC2V 5DL 
            United Kingdom 
 
Fax:        +44 207 330 50 29 
E-mail: 
Contact:    Stephen Lewis 
Address:    6, rue Lamennais 
            75382 Paris Cedex 08 
 

THE SANWA BANK LIMITED  
By:  
 
WESTDEUTSCHE LANDESBANK, PARIS BRANCH  
By:  
 
WESTPAC BANKING CORPORATION  
By:  
 
71  
CDC FINANCE - CDC IXIS  
By:  
 
Contact:  
LLOYDS TSB BANK PLC  
By:  
Address:    PO Box 36 City Place House
            55 Basinghall Street 
            London EC2V 5DL 
            United Kingdom 
 
Fax:        +44 207 330 50 29 
E-mail: 
Contact:    Stephen Lewis 
Address:    6, rue Lamennais 
            75382 Paris Cedex 08 
 
Fax:        +33 1 45 61 13 27 
E-mail:     j-vincent_finiel@westlb.fr
Contact:    Jean-Vincent Finiel 
Address:    63 St Mary Axe 
            London EC3A 8LE 
            United Kingdom 
 
Fax:        +44 207 621 70 82
E-mail: 
Contact:    Fabrice Schwartz 
Address:    56, rue de Lille 
            75007 Paris 
 
Fax:        +33 1 40 49 91 62
E-mail: 
Address:    Bank House 
            Wine Street 
            Bristol BS1 2AN 
            United Kingdom 
 

CDC FINANCE - CDC IXIS  
By:  
 
Contact:  
LLOYDS TSB BANK PLC  
By:  
 
ARTESIA IRELAND  
By:  
 
72  
BANCA NAZIONALE DEL LAVORO S.P.A., PARIS BRANCH  
By:  
 
BANCO SANTANDER CENTRAL HISPANO S.A., PARIS BRANCH  
By:  
Address:    56, rue de Lille 
            75007 Paris 
 
Fax:        +33 1 40 49 91 62
E-mail: 
Address:    Bank House 
            Wine Street 
            Bristol BS1 2AN 
            United Kingdom 
 
Fax:        +44 117 923 33 67
E-mail: 
Contact:    Martin Clancy 
Address:    International House 
            3 Harbourmaster Place IFSC
            Dublin 1 
            Ireland 
 
Fax:        +353 1 829 15 77 
E-mail: 
Contact:    Patrick Soetens 
Address:    26, avenue des Champs-Elysees
            75008 Paris 
 
Fax:        +33 1 42 25 66 08 
E-mail: 
Contact:    Alain Guerault 
Address:    65, avenue d'Iena 
            75016 Paris 
 
Fax:        +33 1 44 17 65 91 

BANCA NAZIONALE DEL LAVORO S.P.A., PARIS BRANCH  
By:  
 
BANCO SANTANDER CENTRAL HISPANO S.A., PARIS BRANCH  
By:  
 
BANK ONE, N.A.  
By:  
 
COMMERZBANK AKTIENGESELLSCHAFT, SUCCURSALE DE PARIS  
By:  
 
73  
COMMONWEALTH BANK OF AUSTRALIA  
By:  
Address:    26, avenue des Champs-Elysees
            75008 Paris 
 
Fax:        +33 1 42 25 66 08 
E-mail: 
Contact:    Alain Guerault 
Address:    65, avenue d'Iena 
            75016 Paris 
 
Fax:        +33 1 44 17 65 91 
E-mail: 
Contact:    Javier Oleaga/Frederic Bolta
Address:    1 Triton Square 
            London NW1 3FN 
            United Kingdom 
 
Fax:        +44 207 903 46 08
E-mail: 
Contact:    Lionel Trigalou 
Address:    3 Place de l'Opera
            75002 Paris 
 
Fax:        +33 1 44 94 18 15 
E-mail: 
Contact:    Florence Schmidl 
Address:    Senator House 
            85 Queen Victoria Street
            London EC4V 4HA 
            United Kingdom 
 
Fax:        +44 207 329 66 11 
E-mail:     walkerng@cba.com.au 
Contact:    Nick Walker 

COMMONWEALTH BANK OF AUSTRALIA  
By:  
 
CAISSE REGIONALE DE CREDIT AGRICOLE MUTUEL DE PARIS  
ET D'ILE DE FRANCE  
By:  
 
FORTIS INTERNATIONAL FINANCE (DUBLIN)  
By:  
 
74  
GOLDMAN SACHS INTERNATIONAL BANK  
By:  
 
LANDESBANK RHEINLAND-PFALZ GIROZENTRALE  
By:  
Address:    Senator House 
            85 Queen Victoria Street
            London EC4V 4HA 
            United Kingdom 
 
Fax:        +44 207 329 66 11 
E-mail:     walkerng@cba.com.au 
Contact:    Nick Walker 
Address:    26 Quai de la Rapee 
            75596 Paris Cedex 12 
 
 
Fax:        +33 1 44 73 15 85 
E-mail: 
Contact:    Pierre Portal 
            Secteur Investisseurs institutionnels
Address:    5th floor, Plaza 2
            Custom House Plaza
            IFSC Dublin 1 
            Ireland 
 
Fax:        +353 1 670 08 54 
E-mail: 
Contact:    Yvan Fonck 
Address:    Peterborough Court
            133 Fleet Street 
            London EC4A 2BB 
            United Kingdom 
 
Fax:        +44 207 552 12 21 
E-mail: 
Contact:    Eugene Leouzon 

GOLDMAN SACHS INTERNATIONAL BANK  
By:  
 
LANDESBANK RHEINLAND-PFALZ GIROZENTRALE  
By:  
 
NORDDEUTSCHE LANDESBANK LUXEMBOURG SA  
By:  
 
75  
LANDESBANK SACHSEN GIROZENTRALE  
By:  
 
76  
Exhibit 2  
CONFORMED COPY  
Address:    Peterborough Court
            133 Fleet Street 
            London EC4A 2BB 
            United Kingdom 
 
Fax:        +44 207 552 12 21 
E-mail: 
Contact:    Eugene Leouzon 
Address:    Grosse Bleiche 54-56 
            Dept. 5-121 
            55098 Mainz 
            Germany 
 
Fax:        +49 6131 13 31 70 
E-mail: 
Contact:    Brigitta Pabsch/Sabine Bierbaum
Address:    26 Route d'Arlon 
            L-1140 Luxembourg 
 
Fax:        +352 45 22 11 251 
E-mail:     ute.permesang@nordlb.lu
Contact:    Ute Permesang 
Address:    Humboldtstra(beta)E 25
            D 04105 Leipzig 
            Germany 
 
Fax:        +49 341 979 33 09 
E-mail: 
Contact:    Susanne Engelhardt 

LANDESBANK SACHSEN GIROZENTRALE  
By:  
 
76  
Exhibit 2  
CONFORMED COPY  
AXA,  
Issuer  
TO  
The Bank of New York,  
Trustee  
INDENTURE  
Dated as of December 15, 2000  
Debt Securities  
AXA  
Reconciliation and tie between Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 
1990, and Indenture, dated as of December 15, 2000.  
Address:    Humboldtstra(beta)E 25
            D 04105 Leipzig 
            Germany 
 
Fax:        +49 341 979 33 09 
E-mail: 
Contact:    Susanne Engelhardt 
Trust Indenture                                                Debt Securities 
  Act Section                                                 Indenture Section
---------------                                               -----------------
Section 310 (a)(1) ........................................        6.09 
            (a)(2) ........................................        6.09 
            (a)(3) ........................................    Not Applicable 
            (a)(4) ........................................    Not Applicable 
            (b) ...........................................        6.08 
                                                                   6.10 
            (c) ...........................................    Not Applicable 
Section 311 (a) ...........................................        6.13 
            (b) ...........................................        6.13 
            (c)............................................    Not Applicable 
Section 312 (a) ...........................................        7.01 
                                                                   7.02(a) 
            (b) ...........................................        7.02(b) 
            (c)............................................        7.02(c) 
Section 313 (a) ...........................................        7.03(a) 

Exhibit 2  
CONFORMED COPY  
AXA,  
Issuer  
TO  
The Bank of New York,  
Trustee  
INDENTURE  
Dated as of December 15, 2000  
Debt Securities  
AXA  
Reconciliation and tie between Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 
1990, and Indenture, dated as of December 15, 2000.  
Trust Indenture                                                Debt Securities 
  Act Section                                                 Indenture Section
---------------                                               -----------------
Section 310 (a)(1) ........................................        6.09 
            (a)(2) ........................................        6.09 
            (a)(3) ........................................    Not Applicable 
            (a)(4) ........................................    Not Applicable 
            (b) ...........................................        6.08 
                                                                   6.10 
            (c) ...........................................    Not Applicable 
Section 311 (a) ...........................................        6.13 
            (b) ...........................................        6.13 
            (c)............................................    Not Applicable 
Section 312 (a) ...........................................        7.01 
                                                                   7.02(a) 
            (b) ...........................................        7.02(b) 
            (c)............................................        7.02(c) 
Section 313 (a) ...........................................        7.03(a) 
            (b) ...........................................        7.03(a) 
            (c)............................................     1.06, 7.03(a) 
            (d) ...........................................        7.03(b) 
Section 314 (a) ...........................................        7.04 
            (b) ...........................................    Not Applicable 
            (c)(1) ........................................        1.02 
            (c)(2) ........................................        1.02 
            (c)(3) ........................................    Not Applicable 
            (d) ...........................................    Not Applicable 
            (e)............................................        1.02 
            (f)............................................    Not Applicable 
Section 315 (a) ...........................................     6.01, 603 
            (b) ...........................................        6.02 
            (c) ...........................................     5.04, 6.01 
            (d)(1) ........................................     6.01, 6.03 
            (d)(2) ........................................     6.01, 6.03 
            (d)(3) ........................................        6.03 
            (e) ...........................................        5.14 

AXA  
Reconciliation and tie between Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 
1990, and Indenture, dated as of December 15, 2000.  
 
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.  
ii  
ARTICLE 1  
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION  
Trust Indenture                                                Debt Securities 
  Act Section                                                 Indenture Section
---------------                                               -----------------
Section 310 (a)(1) ........................................        6.09 
            (a)(2) ........................................        6.09 
            (a)(3) ........................................    Not Applicable 
            (a)(4) ........................................    Not Applicable 
            (b) ...........................................        6.08 
                                                                   6.10 
            (c) ...........................................    Not Applicable 
Section 311 (a) ...........................................        6.13 
            (b) ...........................................        6.13 
            (c)............................................    Not Applicable 
Section 312 (a) ...........................................        7.01 
                                                                   7.02(a) 
            (b) ...........................................        7.02(b) 
            (c)............................................        7.02(c) 
Section 313 (a) ...........................................        7.03(a) 
            (b) ...........................................        7.03(a) 
            (c)............................................     1.06, 7.03(a) 
            (d) ...........................................        7.03(b) 
Section 314 (a) ...........................................        7.04 
            (b) ...........................................    Not Applicable 
            (c)(1) ........................................        1.02 
            (c)(2) ........................................        1.02 
            (c)(3) ........................................    Not Applicable 
            (d) ...........................................    Not Applicable 
            (e)............................................        1.02 
            (f)............................................    Not Applicable 
Section 315 (a) ...........................................     6.01, 603 
            (b) ...........................................        6.02 
            (c) ...........................................     5.04, 6.01 
            (d)(1) ........................................     6.01, 6.03 
            (d)(2) ........................................     6.01, 6.03 
            (d)(3) ........................................        6.03 
            (e) ...........................................        5.14 
Section 316 (a)(1)(A) .....................................     5.02, 5.12 
 
                                        i 
            (a)(l)(B) ......................................        5.13 
            (a)(2) .........................................    Not Applicable
            (a)(last sentence) .............................        1.01 
            (b) ............................................        5.08 
Section 317 (a)(1) .........................................        5.03 
            (a)(2) .........................................        5.04 
            (b) ............................................       10.03 
Section 318 (a) ............................................        1.07 
SECTION 1.01. DEFINITIONS ...........................................    1
SECTION 1.02. COMPLIANCE CERTIFICATES AND OPINIONS ..................   11
SECTION 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE ................   12
SECTION 1.04. ACTS OF HOLDERS .......................................   13

 
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.  
ii  
ARTICLE 1  
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION  
            (a)(l)(B) ......................................        5.13 
            (a)(2) .........................................    Not Applicable
            (a)(last sentence) .............................        1.01 
            (b) ............................................        5.08 
Section 317 (a)(1) .........................................        5.03 
            (a)(2) .........................................        5.04 
            (b) ............................................       10.03 
Section 318 (a) ............................................        1.07 
SECTION 1.01. DEFINITIONS ...........................................    1
SECTION 1.02. COMPLIANCE CERTIFICATES AND OPINIONS ..................   11
SECTION 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE ................   12
SECTION 1.04. ACTS OF HOLDERS .......................................   13
SECTION 1.05. NOTICES, ETC. TO TRUSTEE AND COMPANY ..................   16
SECTION 1.06. NOTICE TO HOLDERS; WAIVER .............................   17
SECTION 1.07. CONFLICT WITH TRUST INDENTURE ACT .....................   18
SECTION 1.08. EFFECT OF HEADINGS AND TABLE OF CONTENTS ..............   18
SECTION 1.09. SUCCESSORS AND ASSIGNS ................................   18
SECTION 1.10. SEPARABILITY CLAUSE ...................................   18
SECTION 1.11. BENEFITS OF INDENTURE .................................   18
SECTION 1.12. GOVERNING LAW .........................................   18
SECTION 1.13. SATURDAYS, SUNDAYS AND LEGAL HOLIDAYS .................   19
SECTION 1.14. APPOINTMENT OF AGENT FOR SERVICE ......................   19
SECTION 1.15. CALCULATION AGENT .....................................   20
 
                                   ARTICLE 2 
                              DEBT SECURITY FORMS 
 
SECTION 2.01. FORMS GENERALLY .......................................   20
SECTION 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION .......   21
 
                                   ARTICLE 3 
                              THE DEBT SECURITIES 
 
SECTION 3.01. AMOUNT UNLIMITED; ISSUABLE IN SERIES ..................   21
SECTION 3.02. DENOMINATIONS .........................................   25
SECTION 3.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING ........   25
SECTION 3.04. TEMPORARY DEBT SECURITIES .............................   27
SECTION 3.05. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE ...   28
SECTION 3.06. MUTILATED, DESTROYED, LOST AND STOLEN DEBT SECURITIES .   32
SECTION 3.07. PAYMENT; INTEREST RIGHTS PRESERVED ....................   34
SECTION 3.08. PERSONS DEEMED OWNERS .................................   35
SECTION 3.09. CANCELLATION ..........................................   36
SECTION 3.10. COMPUTATION OF INTEREST ...............................   36
SECTION 3.11. CUSIP NUMBERS .........................................   36
SECTION 3.12. COMPLIANCE WITH CERTAIN LAWS AND REGULATIONS ..........   37
 
                                      iii 
                                   ARTICLE 4 
                           SATISFACTION AND DISCHARGE 
 
SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE ...............   37
SECTION 4.02. DEFEASANCE UPON DEPOSIT OF MONEYS, U.S. GOVERNMENT 
              OBLIGATIONS OR FOREIGN GOVERNMENT SECURITIES ..........   38
SECTION 4.03. APPLICATION OF TRUST MONEY ............................   40
SECTION 4.04. REPAYMENT TO COMPANY ..................................   41
SECTION 4.05. INDEMNITY FOR U.S. GOVERNMENT OBLIGATIONS AND FOREIGN 
              GOVERNMENT SECURITIES .................................   41
SECTION 4.06. REINSTATEMENT .........................................   41
SECTION 4.07. RETURN OF UNCLAIMED MONEY .............................   41

ARTICLE 1  
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION  
SECTION 1.01. DEFINITIONS ...........................................    1
SECTION 1.02. COMPLIANCE CERTIFICATES AND OPINIONS ..................   11
SECTION 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE ................   12
SECTION 1.04. ACTS OF HOLDERS .......................................   13
SECTION 1.05. NOTICES, ETC. TO TRUSTEE AND COMPANY ..................   16
SECTION 1.06. NOTICE TO HOLDERS; WAIVER .............................   17
SECTION 1.07. CONFLICT WITH TRUST INDENTURE ACT .....................   18
SECTION 1.08. EFFECT OF HEADINGS AND TABLE OF CONTENTS ..............   18
SECTION 1.09. SUCCESSORS AND ASSIGNS ................................   18
SECTION 1.10. SEPARABILITY CLAUSE ...................................   18
SECTION 1.11. BENEFITS OF INDENTURE .................................   18
SECTION 1.12. GOVERNING LAW .........................................   18
SECTION 1.13. SATURDAYS, SUNDAYS AND LEGAL HOLIDAYS .................   19
SECTION 1.14. APPOINTMENT OF AGENT FOR SERVICE ......................   19
SECTION 1.15. CALCULATION AGENT .....................................   20
 
                                   ARTICLE 2 
                              DEBT SECURITY FORMS 
 
SECTION 2.01. FORMS GENERALLY .......................................   20
SECTION 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION .......   21
 
                                   ARTICLE 3 
                              THE DEBT SECURITIES 
 
SECTION 3.01. AMOUNT UNLIMITED; ISSUABLE IN SERIES ..................   21
SECTION 3.02. DENOMINATIONS .........................................   25
SECTION 3.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING ........   25
SECTION 3.04. TEMPORARY DEBT SECURITIES .............................   27
SECTION 3.05. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE ...   28
SECTION 3.06. MUTILATED, DESTROYED, LOST AND STOLEN DEBT SECURITIES .   32
SECTION 3.07. PAYMENT; INTEREST RIGHTS PRESERVED ....................   34
SECTION 3.08. PERSONS DEEMED OWNERS .................................   35
SECTION 3.09. CANCELLATION ..........................................   36
SECTION 3.10. COMPUTATION OF INTEREST ...............................   36
SECTION 3.11. CUSIP NUMBERS .........................................   36
SECTION 3.12. COMPLIANCE WITH CERTAIN LAWS AND REGULATIONS ..........   37
 
                                      iii 
                                   ARTICLE 4 
                           SATISFACTION AND DISCHARGE 
 
SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE ...............   37
SECTION 4.02. DEFEASANCE UPON DEPOSIT OF MONEYS, U.S. GOVERNMENT 
              OBLIGATIONS OR FOREIGN GOVERNMENT SECURITIES ..........   38
SECTION 4.03. APPLICATION OF TRUST MONEY ............................   40
SECTION 4.04. REPAYMENT TO COMPANY ..................................   41
SECTION 4.05. INDEMNITY FOR U.S. GOVERNMENT OBLIGATIONS AND FOREIGN 
              GOVERNMENT SECURITIES .................................   41
SECTION 4.06. REINSTATEMENT .........................................   41
SECTION 4.07. RETURN OF UNCLAIMED MONEY .............................   41
 
                                   ARTICLE 5 
                                    REMEDIES 
 
SECTION 5.01. EVENTS OF DEFAULT .....................................   42
SECTION 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT ....   42
SECTION 5.03. DEFAULTS ..............................................   43
SECTION 5.04. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT 
              BY TRUSTEE ............................................   43
SECTION 5.05. TRUSTEE MAY FILE PROOFS OF CLAIM ......................   44
SECTION 5.06. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBT 
              SECURITIES ............................................   45
SECTION 5.07. APPLICATION OF MONEY COLLECTED ........................   45
SECTION 5.08. LIMITATION ON SUITS ...................................   46
SECTION 5.09. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, 
              PREMIUM AND INTEREST, IF ANY ..........................   47

                                   ARTICLE 4 
                           SATISFACTION AND DISCHARGE 
 
SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE ...............   37
SECTION 4.02. DEFEASANCE UPON DEPOSIT OF MONEYS, U.S. GOVERNMENT 
              OBLIGATIONS OR FOREIGN GOVERNMENT SECURITIES ..........   38
SECTION 4.03. APPLICATION OF TRUST MONEY ............................   40
SECTION 4.04. REPAYMENT TO COMPANY ..................................   41
SECTION 4.05. INDEMNITY FOR U.S. GOVERNMENT OBLIGATIONS AND FOREIGN 
              GOVERNMENT SECURITIES .................................   41
SECTION 4.06. REINSTATEMENT .........................................   41
SECTION 4.07. RETURN OF UNCLAIMED MONEY .............................   41
 
                                   ARTICLE 5 
                                    REMEDIES 
 
SECTION 5.01. EVENTS OF DEFAULT .....................................   42
SECTION 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT ....   42
SECTION 5.03. DEFAULTS ..............................................   43
SECTION 5.04. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT 
              BY TRUSTEE ............................................   43
SECTION 5.05. TRUSTEE MAY FILE PROOFS OF CLAIM ......................   44
SECTION 5.06. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBT 
              SECURITIES ............................................   45
SECTION 5.07. APPLICATION OF MONEY COLLECTED ........................   45
SECTION 5.08. LIMITATION ON SUITS ...................................   46
SECTION 5.09. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, 
              PREMIUM AND INTEREST, IF ANY ..........................   47
SECTION 5.10. RESTORATION OF RIGHTS AND REMEDIES ....................   47
SECTION 5.11. RIGHTS AND REMEDIES CUMULATIVE ........................   47
SECTION 5.12. DELAY OR OMISSION NOT WAIVER ..........................   47
SECTION 5.13. CONTROL BY HOLDERS ....................................   48
SECTION 5.14. WAIVER OF PAST DEFAULTS ...............................   48
SECTION 5.15. UNDERTAKING FOR COSTS .................................   49
SECTION 5.16. WAIVER OF USURY, STAY OR EXECUTION LAWS ...............   49
 
                                   ARTICLE 6 
                                  THE TRUSTEE 
 
SECTION 6.01. CERTAIN DUTIES AND RESPONSIBILITIES ...................   49
SECTION 6.02. NOTICE OF DEFAULTS ....................................   50
SECTION 6.03. CERTAIN RIGHTS OF TRUSTEE .............................   50
SECTION 6.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBT 
              SECURITIES ............................................   52
 
                                       iv 
SECTION 6.05. MAY HOLD DEBT SECURITIES ..............................   52
SECTION 6.06. MONEY HELD IN TRUST ...................................   52
SECTION 6.07. COMPENSATION AND REIMBURSEMENT ........................   52
SECTION 6.08. DISQUALIFICATION; CONFLICTING INTERESTS ...............   53
SECTION 6.09. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY ...............   53
SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR .....   54
SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR ................   56
SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO 
              BUSINESS ..............................................   57
SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS .....................   57
SECTION 6.14. APPOINTMENT OF AUTHENTICATING AGENT ...................   57
 
                                   ARTICLE 7 
                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY 
 
SECTION 7.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF 
              HOLDERS ...............................................   59
SECTION 7.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO 
              HOLDERS ...............................................   60
SECTION 7.03. REPORTS BY TRUSTEE ....................................   60
SECTION 7.04. REPORTS BY COMPANY ....................................   61
 
                                   ARTICLE 8 
                 CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER 
 
SECTION 8.01. COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS ...   62

SECTION 6.05. MAY HOLD DEBT SECURITIES ..............................   52
SECTION 6.06. MONEY HELD IN TRUST ...................................   52
SECTION 6.07. COMPENSATION AND REIMBURSEMENT ........................   52
SECTION 6.08. DISQUALIFICATION; CONFLICTING INTERESTS ...............   53
SECTION 6.09. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY ...............   53
SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR .....   54
SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR ................   56
SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO 
              BUSINESS ..............................................   57
SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS .....................   57
SECTION 6.14. APPOINTMENT OF AUTHENTICATING AGENT ...................   57
 
                                   ARTICLE 7 
                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY 
 
SECTION 7.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF 
              HOLDERS ...............................................   59
SECTION 7.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO 
              HOLDERS ...............................................   60
SECTION 7.03. REPORTS BY TRUSTEE ....................................   60
SECTION 7.04. REPORTS BY COMPANY ....................................   61
 
                                   ARTICLE 8 
                 CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER 
 
SECTION 8.01. COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS ...   62
SECTION 8.02. SUCCESSOR PERSON SUBSTITUTED ..........................   63
SECTION 8.03. ASSUMPTION OF OBLIGATIONS .............................   63
 
                                   ARTICLE 9 
                            SUPPLEMENTAL INDENTURES 
 
SECTION 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS ....   65
SECTION 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS .......   66
SECTION 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES ..................   68
SECTION 9.04. EFFECT OF SUPPLEMENTAL INDENTURES .....................   68
SECTION 9.05. CONFORMITY WITH TRUST INDENTURE ACT ...................   68
SECTION 9.06. REFERENCE IN DEBT SECURITIES TO SUPPLEMENTAL 
              INDENTURES ............................................   68
 
                                   ARTICLE 10 
                                   COVENANTS 
 
SECTION 10.01. PAYMENT OF PRINCIPAL, PREMIUM, AND INTEREST ..........   68
SECTION 10.02. MAINTENANCE OF OFFICE OR AGENCY ......................   69
 
                                       v 
SECTION 10.03. MONEY FOR PAYMENTS TO BE HELD IN TRUST ...............   70
SECTION 10.04. CORPORATE EXISTENCE ..................................   71
SECTION 10.05. STATEMENT AS TO COMPLIANCE ...........................   71
SECTION 10.06. ORIGINAL ISSUE DISCOUNT ..............................   72
SECTION 10.07. STATEMENT BY OFFICERS AS TO DEFAULT ..................   72
 
                                   ARTICLE 11 
                         REDEMPTION OF DEBT SECURITIES 
 
SECTION 11.01. APPLICABILITY OF ARTICLE .............................   72
SECTION 11.02. ELECTION TO REDEEM; NOTICE TO TRUSTEE ................   72
SECTION 11.03. SELECTION BY TRUSTEE OF DEBT SECURITIES TO BE 
               REDEEMED .............................................   72
SECTION 11.04. NOTICE OF REDEMPTION .................................   73
SECTION 11.05. DEPOSIT OF REDEMPTION PRICE ..........................   74
SECTION 11.06. DEBT SECURITIES PAYABLE ON REDEMPTION DATE ...........   74
SECTION 11.07. DEBT SECURITIES REDEEMED IN PART .....................   74
 
                                   ARTICLE 12 
                 SUBORDINATION OF SUBORDINATED DEBT SECURITIES 
 
SECTION 12.01. SUBORDINATED DEBT SECURITIES SUBORDINATE TO CLAIMS 
               OF SENIOR CREDITORS ..................................   75
SECTION 12.02. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS ..........   77
SECTION 12.03. TRUSTEE TO EFFECTUATE SUBORDINATION ..................   78

 
vi  
INDENTURE, dated as of December 15, 2000 between AXA, a SOCIETE ANONYME A DIRECTOIRE 
ET CONSEIL DE SURVEILLANCE organized under the laws of France (herein called the "COMPANY"), 
having its registered office at 25, Avenue Matignon, 75008 Paris, France and The Bank of New York, a New 
York banking corporation, as Trustee (herein called the "TRUSTEE"), having its Corporate Trust Office at 101 
Barclay Street, New York, New York 10286.  
RECITALS OF THE COMPANY  
The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from 
time to time of its Debt Securities (herein called the "DEBT SECURITIES"), to be issued in one or more series, 
represented by one or more Global Securities in registered or bearer form with or without Coupons for payments 
attached, or represented by definitive Debt Securities in registered or bearer form with or without bearer 
Coupons for payments attached, the amount and terms of each such series to be determined as hereinafter 
provided. Debt Securities issued pursuant to this Indenture may include senior ("SENIOR DEBT 
SECURITIES") or subordinated ("SUBORDINATED DEBT SECURITIES") obligations of the Company.  
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 purchase of the Debt Securities by the Holders thereof, it is 
mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of Debt Securities and 
holders of Coupons, if any, as follows:  
ARTICLE 1  
SECTION 10.03. MONEY FOR PAYMENTS TO BE HELD IN TRUST ...............   70
SECTION 10.04. CORPORATE EXISTENCE ..................................   71
SECTION 10.05. STATEMENT AS TO COMPLIANCE ...........................   71
SECTION 10.06. ORIGINAL ISSUE DISCOUNT ..............................   72
SECTION 10.07. STATEMENT BY OFFICERS AS TO DEFAULT ..................   72
 
                                   ARTICLE 11 
                         REDEMPTION OF DEBT SECURITIES 
 
SECTION 11.01. APPLICABILITY OF ARTICLE .............................   72
SECTION 11.02. ELECTION TO REDEEM; NOTICE TO TRUSTEE ................   72
SECTION 11.03. SELECTION BY TRUSTEE OF DEBT SECURITIES TO BE 
               REDEEMED .............................................   72
SECTION 11.04. NOTICE OF REDEMPTION .................................   73
SECTION 11.05. DEPOSIT OF REDEMPTION PRICE ..........................   74
SECTION 11.06. DEBT SECURITIES PAYABLE ON REDEMPTION DATE ...........   74
SECTION 11.07. DEBT SECURITIES REDEEMED IN PART .....................   74
 
                                   ARTICLE 12 
                 SUBORDINATION OF SUBORDINATED DEBT SECURITIES 
 
SECTION 12.01. SUBORDINATED DEBT SECURITIES SUBORDINATE TO CLAIMS 
               OF SENIOR CREDITORS ..................................   75
SECTION 12.02. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS ..........   77
SECTION 12.03. TRUSTEE TO EFFECTUATE SUBORDINATION ..................   78
SECTION 12.04. NO WAIVER OF SUBORDINATION PROVISIONS ................   78
SECTION 12.05. NOTICE TO TRUSTEE ....................................   78
SECTION 12.06. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF 
               LIQUIDATING AGENT ....................................   79
SECTION 12.07. TRUSTEE NOT FIDUCIARY FOR SENIOR CREDITORS ...........   79
SECTION 12.08. RIGHTS OF TRUSTEE AS SENIOR CREDITOR; PRESERVATION 
               OF TRUSTEE'S RIGHTS ..................................   79
SECTION 12.09. ARTICLE APPLICABLE TO PAYING AGENTS ..................   79
SECTION 12.10. RIGHTS OF THE COMPANY ................................   80
INDENTURE, dated as of December 15, 2000 between AXA, a SOCIETE ANONYME A DIRECTOIRE 
ET CONSEIL DE SURVEILLANCE organized under the laws of France (herein called the "COMPANY"), 
having its registered office at 25, Avenue Matignon, 75008 Paris, France and The Bank of New York, a New 
York banking corporation, as Trustee (herein called the "TRUSTEE"), having its Corporate Trust Office at 101 
Barclay Street, New York, New York 10286.  
RECITALS OF THE COMPANY  
The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from 
time to time of its Debt Securities (herein called the "DEBT SECURITIES"), to be issued in one or more series, 
represented by one or more Global Securities in registered or bearer form with or without Coupons for payments 
attached, or represented by definitive Debt Securities in registered or bearer form with or without bearer 
Coupons for payments attached, the amount and terms of each such series to be determined as hereinafter 
provided. Debt Securities issued pursuant to this Indenture may include senior ("SENIOR DEBT 
SECURITIES") or subordinated ("SUBORDINATED DEBT SECURITIES") obligations of the Company.  
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 purchase of the Debt Securities by the Holders thereof, it is 
mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of Debt Securities and 
holders of Coupons, if any, as follows:  
ARTICLE 1  
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION  
SECTION 1.01. DEFINITIONS. For all purposes of this Indenture, except as otherwise expressly provided or 
unless the context otherwise requires:  
(a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as 
well as the singular;  
(b) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, 
have the meanings assigned to them therein;  
(c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with 
generally accepted accounting principles and, except as otherwise expressly provided, the term "generally 
accepted accounting principles", with respect to any computation required or permitted hereunder shall mean 
such accounting principles as are accepted in the Republic of France;  
(d) 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; and  
(e) unless the context requires, any reference to an "Article" or a "Section" refers to an Article or Section of this 
Agreement.  
"ACT", when used with respect to any Holder, has the meaning specified in Section 1.04.  
"ADDITIONAL AMOUNTS" shall have the meaning set forth in any supplemental indenture with respect to a 
series of Debt Securities.  
"ADDITIONAL INTEREST" shall have the meaning set forth in any supplemental indenture with respect to a 
series of Debt Securities.  

(b) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, 
have the meanings assigned to them therein;  
(c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with 
generally accepted accounting principles and, except as otherwise expressly provided, the term "generally 
accepted accounting principles", with respect to any computation required or permitted hereunder shall mean 
such accounting principles as are accepted in the Republic of France;  
(d) 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; and  
(e) unless the context requires, any reference to an "Article" or a "Section" refers to an Article or Section of this 
Agreement.  
"ACT", when used with respect to any Holder, has the meaning specified in Section 1.04.  
"ADDITIONAL AMOUNTS" shall have the meaning set forth in any supplemental indenture with respect to a 
series of Debt Securities.  
"ADDITIONAL INTEREST" shall have the meaning set forth in any supplemental indenture with respect to a 
series of Debt Securities.  
"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.  
"AGENT MEMBER" means a member of, or participant in, any Depository.  
"ARREARS OF INTEREST" shall have the meaning set forth in any supplemental indenture with respect to a 
series of Debt Securities.  
"AUDITORS" means the Auditors from time to time of the Company or if there shall be joint Auditors of the 
Company any one or more of such joint Auditors.  
2  
"AUTHENTICATING AGENT" means any Person authorized by the Trustee to act on behalf of the Trustee to 
authenticate Debt Securities.  
"AUTHORIZED NEWSPAPER" means a newspaper in an official language of the country of publication 
customarily published at least once a day for at least five days in each calendar week and of general circulation in 
the place in connection with which the term is used, which will be THE FINANCIAL TIMES of London, if 
practicable, THE WALL STREET JOURNAL, if practicable, and for so long as any Debt Securities are listed 
on the Luxembourg Stock Exchange, the LUXEMBURGER WORT, and if it shall be impracticable in the 
opinion of the Trustee to make any publication of any notice required hereby in any such newspaper, shall mean 
any publication or other notice in lieu thereof which is made or given with the approval of the Trustee not to be 
unreasonably withheld.  
"BUSINESS DAY" means, with respect to any Place of Payment, except as may otherwise be provided in the 
form of Debt Securities of any particular series, each Monday, Tuesday, Wednesday, Thursday and Friday 
which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or 
executive order to close.  
"CALCULATION AGENT" means the Person, if any, authorized by the Company to calculate the interest rate 
or other amounts from time to time in relation to any series of Debt Securities.  

"AUTHENTICATING AGENT" means any Person authorized by the Trustee to act on behalf of the Trustee to 
authenticate Debt Securities.  
"AUTHORIZED NEWSPAPER" means a newspaper in an official language of the country of publication 
customarily published at least once a day for at least five days in each calendar week and of general circulation in 
the place in connection with which the term is used, which will be THE FINANCIAL TIMES of London, if 
practicable, THE WALL STREET JOURNAL, if practicable, and for so long as any Debt Securities are listed 
on the Luxembourg Stock Exchange, the LUXEMBURGER WORT, and if it shall be impracticable in the 
opinion of the Trustee to make any publication of any notice required hereby in any such newspaper, shall mean 
any publication or other notice in lieu thereof which is made or given with the approval of the Trustee not to be 
unreasonably withheld.  
"BUSINESS DAY" means, with respect to any Place of Payment, except as may otherwise be provided in the 
form of Debt Securities of any particular series, each Monday, Tuesday, Wednesday, Thursday and Friday 
which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or 
executive order to close.  
"CALCULATION AGENT" means the Person, if any, authorized by the Company to calculate the interest rate 
or other amounts from time to time in relation to any series of Debt Securities.  
"CLEARSTREAM, LUXEMBOURG" means, Clearstream Banking, SOCIETE ANONYME, or its nominee, 
or their successor.  
"COMMISSION" means the United States Securities and Exchange Commission, as from time to time 
constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such 
Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the 
body performing such duties at such time.  
"COMPANY" means the Person named as the "Company" in the first paragraph of this Indenture until a 
successor shall have become such pursuant to the applicable provisions of this Indenture, and thereafter 
"Company" shall mean such successor.  
"COMPANY REQUEST" and "COMPANY ORDER" mean, respectively, a written request or order signed in 
the name of the Company by a member of the Management Board or an Executive Director, and delivered to the 
Trustee.  
3  
"CORPORATE TRUST OFFICE" means the office of the Trustee in which its corporate trust business is 
principally administered, located at 101 Barclay Street, Floor 21W, New York, New York 10286.  
The term "CORPORATION" includes corporations, associations, companies (including, without limitation, 
limited liability companies and joint-stock companies) and business trusts.  
"COUPON" or "COUPONS" means any interest coupon or coupons, as the case may be, appertaining to any 
Debt Securities. "Debt Securities" has the meaning set forth in the recitals of the Company herein and more 
particularly means any series of Debt Securities issued, authenticated and delivered under this Indenture.  
"DEBT SECURITY" means one of the Debt Securities.  
"DEBT SECURITY REGISTER" and "DEBT SECURITY REGISTRAR" have the  
respective meanings specified in Section 3.05.  
"DEFAULT" has the meaning specified in Section 5.03.  
"DEFAULTED INTEREST" has the meaning set forth in Section 3.07(b).  

"CORPORATE TRUST OFFICE" means the office of the Trustee in which its corporate trust business is 
principally administered, located at 101 Barclay Street, Floor 21W, New York, New York 10286.  
The term "CORPORATION" includes corporations, associations, companies (including, without limitation, 
limited liability companies and joint-stock companies) and business trusts.  
"COUPON" or "COUPONS" means any interest coupon or coupons, as the case may be, appertaining to any 
Debt Securities. "Debt Securities" has the meaning set forth in the recitals of the Company herein and more 
particularly means any series of Debt Securities issued, authenticated and delivered under this Indenture.  
"DEBT SECURITY" means one of the Debt Securities.  
"DEBT SECURITY REGISTER" and "DEBT SECURITY REGISTRAR" have the  
respective meanings specified in Section 3.05.  
"DEFAULT" has the meaning specified in Section 5.03.  
"DEFAULTED INTEREST" has the meaning set forth in Section 3.07(b).  
"DEPOSITORY" means, with respect to Debt Securities of any series issuable or issued in whole or in part in the 
form of one or more Global Securities, a clearing agency that is designated to act as Depository for such 
Securities as contemplated by Section 3.01.  
"DISCHARGED" has the meaning specified in Section 4.02.  
"DISCOUNT SECURITY" means any Debt Security which, at any point during the term of such Debt Security, 
provides for an amount less than the principal amount to be due and payable upon an acceleration of the Maturity 
thereof pursuant to Section 5.02.  
"DOLLAR", "U.S. DOLLAR" or "$" or any similar reference means the coin or currency of the United States 
which as at the time of payment is legal tender for the payment of public and private debts.  
"DTC" means The Depository Trust Company or its nominee or their successor.  
4  
"EURO" or [EURO] means the single currency of the participating member states in the Third Stage of European 
economic and monetary union pursuant to the Treaty establishing the European Community (as amended from 
time to time). "PARTICIPATING MEMBER STATES" means those member states of the European Union 
from time to time which adopt a single, shared currency in the Third Stage, as defined and identified in the EMU 
legislation.  
"EUROCLEAR" means, Morgan Guaranty Trust Company of New York, Brussels office, as operator of the 
Euroclear System, or its nominee, or their successor.  
"EVENT OF DEFAULT" has the meaning specified in Section 5.01.  
"EXCHANGE ACT" means the United States Securities Exchange Act of 1934, as amended.  
"EXECUTIVE DIRECTOR" means the chairman of the Management Board (PRESIDENT DU 
DIRECTOIRE), a general manager (DIRECTEUR GENERAL), or any other individual to whom the chairman 
or the general manager has delegated his authority.  
"EXPIRATION DATE" has the meaning specified in Section 1.04.  
"FOREIGN CURRENCY" means the euro or any currency issued by the government of a country (or a group of 
countries or participating member states) other than the United States which as at the time of payment is legal 

"EURO" or [EURO] means the single currency of the participating member states in the Third Stage of European 
economic and monetary union pursuant to the Treaty establishing the European Community (as amended from 
time to time). "PARTICIPATING MEMBER STATES" means those member states of the European Union 
from time to time which adopt a single, shared currency in the Third Stage, as defined and identified in the EMU 
legislation.  
"EUROCLEAR" means, Morgan Guaranty Trust Company of New York, Brussels office, as operator of the 
Euroclear System, or its nominee, or their successor.  
"EVENT OF DEFAULT" has the meaning specified in Section 5.01.  
"EXCHANGE ACT" means the United States Securities Exchange Act of 1934, as amended.  
"EXECUTIVE DIRECTOR" means the chairman of the Management Board (PRESIDENT DU 
DIRECTOIRE), a general manager (DIRECTEUR GENERAL), or any other individual to whom the chairman 
or the general manager has delegated his authority.  
"EXPIRATION DATE" has the meaning specified in Section 1.04.  
"FOREIGN CURRENCY" means the euro or any currency issued by the government of a country (or a group of 
countries or participating member states) other than the United States which as at the time of payment is legal 
tender for the payment of public and private debts.  
"FOREIGN GOVERNMENT SECURITIES" means with respect to Debt Securities and Coupons, if any, of 
any series that are denominated in a Foreign Currency, non-callable (i) direct obligations of the participating 
member state or government that issued such Foreign Currency for the payment of which obligations 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 such participating member state or government, the payment of which obligations is 
unconditionally guaranteed as a full faith and credit obligation of such participating member state or government 
(which shall include a depository receipt issued by a bank or trust company as custodian with respect to any such 
obligations or a specific payment of interest on or principal of any such obligation held by such custodian for the 
account of the holder of a depositary receipt). For the avoidance of doubt, for all purposes hereof, euro shall be 
deemed to have been issued by each participating member state from time to time.  
5  
"GLOBAL SECURITY" means (i) with respect to Debt Securities issued in registered form, a global certificate 
evidencing all or part of a series of Debt Securities, authenticated and delivered to the Holder and registered in 
the name of the Holder or its nominee and, (ii) with respect to Debt Securities issued in bearer form, a global 
security in bearer form evidencing all or a part of a series of Debt Securities without Coupons for payments 
attached, authenticated and delivered to the Holder and payable to bearer for such series or such portion of such 
series, or any other Holder.  
"HOLDER" means a Person who shall at the time be the bearer of any bearer Debt Security in global or definitive 
form or in whose name a registered Debt Security in global or definitive form is registered in the Debt Security 
Register.  
"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 and forms of particular series of Debt Securities established pursuant to Section 
3.01.  
"INTEREST", when used with respect to a Discount Security which by its terms bears interest only after 
Maturity, means interest payable after Maturity.  
"INTEREST PAYMENT DATE", when used with respect to any Debt Security, means the Stated Maturity of 
any instalment of interest on such Debt Security.  

"GLOBAL SECURITY" means (i) with respect to Debt Securities issued in registered form, a global certificate 
evidencing all or part of a series of Debt Securities, authenticated and delivered to the Holder and registered in 
the name of the Holder or its nominee and, (ii) with respect to Debt Securities issued in bearer form, a global 
security in bearer form evidencing all or a part of a series of Debt Securities without Coupons for payments 
attached, authenticated and delivered to the Holder and payable to bearer for such series or such portion of such 
series, or any other Holder.  
"HOLDER" means a Person who shall at the time be the bearer of any bearer Debt Security in global or definitive 
form or in whose name a registered Debt Security in global or definitive form is registered in the Debt Security 
Register.  
"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 and forms of particular series of Debt Securities established pursuant to Section 
3.01.  
"INTEREST", when used with respect to a Discount Security which by its terms bears interest only after 
Maturity, means interest payable after Maturity.  
"INTEREST PAYMENT DATE", when used with respect to any Debt Security, means the Stated Maturity of 
any instalment of interest on such Debt Security.  
"LIQUIDATOR" has the meaning specified in Section 12.06.  
"MANAGEMENT BOARD" means the management board (DIRECTOIRE) of the Company, which board 
may, to the extent permitted by applicable law, delegate its authority.  
"MANAGEMENT BOARD RESOLUTION" means a copy of a resolution certified by a member of the 
Management Board of the Company to have been duly adopted by the Management Board and to be in full 
force and effect on the date of such certification and delivered to the Trustee.  
"MATURITY", when used with respect to any Debt Security, means the date, if any, on which the principal of 
such Debt Security becomes due and payable as therein or herein provided, whether by call for redemption, 
winding-up of the Company or otherwise.  
"OFFICER'S CERTIFICATE" means a certificate signed by a Member of the Management Board or any 
person duly appointed in a Management Board  
6  
Resolution, in each case delivered to the Trustee. The officer signing an Officer's Certificate given pursuant to 
Section 10.05 shall be the principal executive, financial or accounting officer of the Company.  
"OPINION OF COUNSEL" means a written opinion of legal advisors, who may be legal advisors for, or an 
employee of, the Company or other legal advisors.  
"OUTSTANDING", when used with respect to Debt Securities or any series of Debt Securities means, as of the 
date of determination, all Debt Securities or all Debt Securities of such series, as the case may be, theretofore 
authenticated and delivered under this Indenture, EXCEPT:  
(i) Debt Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;  
(ii) Debt Securities, or portions thereof, for whose payment or redemption money, U.S. Government Obligations 
or Foreign Government Securities in the necessary amount have 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 Debt Securities (which shall include for the 
avoidance of doubt Debt Securities as to which defeasance has been effected pursuant to Section 4.01 and 4.02
(a)); PROVIDED, that, if such Debt Securities are to be redeemed, notice of such redemption has been duly 

Resolution, in each case delivered to the Trustee. The officer signing an Officer's Certificate given pursuant to 
Section 10.05 shall be the principal executive, financial or accounting officer of the Company.  
"OPINION OF COUNSEL" means a written opinion of legal advisors, who may be legal advisors for, or an 
employee of, the Company or other legal advisors.  
"OUTSTANDING", when used with respect to Debt Securities or any series of Debt Securities means, as of the 
date of determination, all Debt Securities or all Debt Securities of such series, as the case may be, theretofore 
authenticated and delivered under this Indenture, EXCEPT:  
(i) Debt Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;  
(ii) Debt Securities, or portions thereof, for whose payment or redemption money, U.S. Government Obligations 
or Foreign Government Securities in the necessary amount have 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 Debt Securities (which shall include for the 
avoidance of doubt Debt Securities as to which defeasance has been effected pursuant to Section 4.01 and 4.02
(a)); PROVIDED, that, if such Debt Securities are to be redeemed, notice of such redemption has been duly 
given pursuant to this Indenture or provision therefor reasonably satisfactory to the Trustee has been made; and  
(iii) Debt Securities which have been paid pursuant to Section 11.06 or in exchange for or in lieu of which other 
Debt Securities have been authenticated and delivered pursuant to this Indenture, other than any such Debt 
Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such 
Debt Securities are held by a bona fide purchaser in whose hands such Debt Securities are valid obligations of 
the Company;  
PROVIDED, HOWEVER, that in determining whether the Holders of the requisite principal amount of the 
Outstanding Debt Securities have given any request, demand, authorization, direction, notice, consent or waiver 
hereunder, (i) the principal amount of a 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 
acceleration of the Maturity thereof pursuant to Section 5.02, (ii) the principal amount of a Debt Security 
denominated in a Foreign Currency shall be the U.S. Dollar equivalent, determined in the manner  
7  
provided as contemplated by Section 3.01 on the date of original issuance of such Debt Security, of the principal 
amount (or, in the case of a Discount Security, the U.S. dollar equivalent on the date of original issuance of such 
Debt Security of the amount determined as provided in (i) above) of such Debt Security unless the series of Debt 
Securities denominated in a Foreign Currency must give such request, demand, authorization, direction, notice, 
consent or waiver hereunder separately as a class or together with other series of Debt Securities in each case 
denominated in the same Foreign Currency, in which case this clause (ii) shall not be applicable, (iii) if the 
principal amount payable at Stated Maturity of any Debt Security is not determinable upon original issuance, the 
principal amount of such Debt Security that shall be deemed to be Outstanding shall be the amount as specified 
or determined as contemplated by  
Section 3.01, and (iv) Debt Securities owned by the Company or any other obligor upon the Debt Securities or 
any Affiliate (other than an asset management Affiliate holding Debt Securities on behalf of unrelated third parties) 
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 relying upon any such request, demand, authorization, 
direction, notice, consent or waiver, only Debt Securities which a Responsible Officer of the Trustee actually 
knows to be so owned shall be so disregarded. Debt Securities so owned which have been pledged in good faith 
may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so 
to act with respect to such Debt Securities and that the pledgee is not the Company or any other obligor upon the 
Debt Securities or any Affiliate (other than an asset management Affiliate holding Debt Securities on behalf of 
unrelated third parties) of the Company or of such other obligor.  
"PAYING AGENT" means the Trustee or any other Person (which may include the Company) authorized by the 
Company to pay the principal of (and premium, if any) or interest, if any on any Debt Securities on behalf of the 
Company.  

provided as contemplated by Section 3.01 on the date of original issuance of such Debt Security, of the principal 
amount (or, in the case of a Discount Security, the U.S. dollar equivalent on the date of original issuance of such 
Debt Security of the amount determined as provided in (i) above) of such Debt Security unless the series of Debt 
Securities denominated in a Foreign Currency must give such request, demand, authorization, direction, notice, 
consent or waiver hereunder separately as a class or together with other series of Debt Securities in each case 
denominated in the same Foreign Currency, in which case this clause (ii) shall not be applicable, (iii) if the 
principal amount payable at Stated Maturity of any Debt Security is not determinable upon original issuance, the 
principal amount of such Debt Security that shall be deemed to be Outstanding shall be the amount as specified 
or determined as contemplated by  
Section 3.01, and (iv) Debt Securities owned by the Company or any other obligor upon the Debt Securities or 
any Affiliate (other than an asset management Affiliate holding Debt Securities on behalf of unrelated third parties) 
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 relying upon any such request, demand, authorization, 
direction, notice, consent or waiver, only Debt Securities which a Responsible Officer of the Trustee actually 
knows to be so owned shall be so disregarded. Debt Securities so owned which have been pledged in good faith 
may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so 
to act with respect to such Debt Securities and that the pledgee is not the Company or any other obligor upon the 
Debt Securities or any Affiliate (other than an asset management Affiliate holding Debt Securities on behalf of 
unrelated third parties) of the Company or of such other obligor.  
"PAYING AGENT" means the Trustee or any other Person (which may include the Company) authorized by the 
Company to pay the principal of (and premium, if any) or interest, if any on any Debt Securities on behalf of the 
Company.  
"PERSON" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, 
unincorporated organization or government or any agency or political subdivision thereof.  
"PLACE OF PAYMENT", when used with respect to the Debt Securities of any series, means the place or 
places where the principal of (and premium, if any) and interest, if any, on the Debt Securities of that series are 
payable as specified pursuant to Section 3.01 or, if not so specified, as specified in  
Section 10.02.  
"PREDECESSOR SECURITY" of any particular Debt Security means every previous Debt Security evidencing 
all or a portion of the same debt as that evidenced by such particular Debt Security; and, for the purposes of this  
8  
definition, any Debt Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a 
mutilated, destroyed, lost or stolen Debt Security shall be deemed to evidence the same debt as the mutilated, 
destroyed, lost or stolen Debt Security.  
"REDEMPTION DATE", when used with respect to any Debt Security to be redeemed, means the date fixed 
for such redemption by or pursuant to this Indenture.  
"REDEMPTION PRICE", when used with respect to any Debt Security to be redeemed, means the price at 
which it is to be redeemed pursuant to this Indenture.  
"REGULAR RECORD DATE" for any interest payable on any Interest Payment Date on registered Debt 
Securities of any series means the date specified for the purpose pursuant to Section 3.01.  
"RESPONSIBLE OFFICER", when used with respect to the Trustee, means any officer of the Trustee assigned 
to or working in the corporate trust department of the Trustee or, with respect to a particular corporate trust 
matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with 
the particular subject.  
"SENIOR CREDITORS" means creditors of the Company who are unsubordinated creditors of the Company.  
"SENIOR DEBT SECURITIES" has the meaning set forth in the recitals of the Company herein and more 

definition, any Debt Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a 
mutilated, destroyed, lost or stolen Debt Security shall be deemed to evidence the same debt as the mutilated, 
destroyed, lost or stolen Debt Security.  
"REDEMPTION DATE", when used with respect to any Debt Security to be redeemed, means the date fixed 
for such redemption by or pursuant to this Indenture.  
"REDEMPTION PRICE", when used with respect to any Debt Security to be redeemed, means the price at 
which it is to be redeemed pursuant to this Indenture.  
"REGULAR RECORD DATE" for any interest payable on any Interest Payment Date on registered Debt 
Securities of any series means the date specified for the purpose pursuant to Section 3.01.  
"RESPONSIBLE OFFICER", when used with respect to the Trustee, means any officer of the Trustee assigned 
to or working in the corporate trust department of the Trustee or, with respect to a particular corporate trust 
matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with 
the particular subject.  
"SENIOR CREDITORS" means creditors of the Company who are unsubordinated creditors of the Company.  
"SENIOR DEBT SECURITIES" has the meaning set forth in the recitals of the Company herein and more 
particularly means any series of Senior Debt Securities issued, authenticated and delivered pursuant to this 
Indenture as created in accordance with Section 3.01.  
"SENIOR DEBT SECURITY" means one of the Senior Debt Securities.  
"SPECIAL RECORD DATE" has the meaning set forth in Section 3.07(b).  
"STATED MATURITY", when used with respect to any Debt Security or any instalment of principal thereof or 
interest thereon, means the date, if any, specified in, or determined in accordance with the terms of, such Debt 
Security or in the relevant Coupon, if any, appertaining thereto as the fixed date on which the principal of such 
Debt Security or such instalment of principal or interest is due and payable.  
9  
"SUBORDINATED DEBT SECURITIES" has the meaning set forth in the recitals of the Company herein and 
more particularly means any series of Subordinated Debt Securities issued, authenticated and delivered pursuant 
to this Indenture as created in accordance with Section 3.01.  
"SUBORDINATED DEBT SECURITY" means one of the Subordinated Debt Securities.  
"SUBSIDIARY" has the meaning attributed to it in Article 233-1 of the French Commercial Code as in force at 
the date as of which this instrument was executed.  
"SUCCESSOR ENTITY" has the meaning specified in Section 8.03.  
"SUCCESSOR PERSON" has the meaning specified in Section 8.01.  
"TAXING JURISDICTION" means (a) with respect to the Company, the Republic of France, (b) in the event of 
a consolidation, amalgamation, merger or other transaction in accordance with Section 8.01, the jurisdiction of 
incorporation of any Successor Person or (c) in the event of the assumption of the obligations under any series of 
Debt Securities by a Successor Entity in accordance with Section 8.03 or any subsequent consolidation, 
amalgamation, merger or other transaction by or with such a Successor Entity in accordance with Section 8.01, 
the jurisdiction in which such Successor Entity or such Successor Person is organized or is tax resident, including 
in the case of clauses (a), (b) and (c), any political subdivision or authority thereof or therein having the power to 
tax. "Trustee" means the Person named as the  
"TRUSTEE" in the first paragraph of this instrument until a successor trustee shall have become such pursuant to 

"SUBORDINATED DEBT SECURITIES" has the meaning set forth in the recitals of the Company herein and 
more particularly means any series of Subordinated Debt Securities issued, authenticated and delivered pursuant 
to this Indenture as created in accordance with Section 3.01.  
"SUBORDINATED DEBT SECURITY" means one of the Subordinated Debt Securities.  
"SUBSIDIARY" has the meaning attributed to it in Article 233-1 of the French Commercial Code as in force at 
the date as of which this instrument was executed.  
"SUCCESSOR ENTITY" has the meaning specified in Section 8.03.  
"SUCCESSOR PERSON" has the meaning specified in Section 8.01.  
"TAXING JURISDICTION" means (a) with respect to the Company, the Republic of France, (b) in the event of 
a consolidation, amalgamation, merger or other transaction in accordance with Section 8.01, the jurisdiction of 
incorporation of any Successor Person or (c) in the event of the assumption of the obligations under any series of 
Debt Securities by a Successor Entity in accordance with Section 8.03 or any subsequent consolidation, 
amalgamation, merger or other transaction by or with such a Successor Entity in accordance with Section 8.01, 
the jurisdiction in which such Successor Entity or such Successor Person is organized or is tax resident, including 
in the case of clauses (a), (b) and (c), any political subdivision or authority thereof or therein having the power to 
tax. "Trustee" means the Person named as the  
"TRUSTEE" in the first paragraph of this instrument until a successor trustee shall have become such pursuant to 
the applicable provisions of this Indenture, and thereafter "Trustee" shall mean the Person who is then the Trustee 
hereunder, and if at any time there is more than one such Person, "Trustee" shall mean and include each such 
Person; and "Trustee" as used with respect to the Debt Securities of any series shall mean the Trustee with 
respect to the Debt Securities of such series.  
"TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as amended by the Trust Indenture 
Reform Act of 1990, as in force at the date as of which this instrument was executed, except as provided in 
Section 9.05.  
"UNITED STATES" and "U.S." mean the United States of America (including the States and the District of 
Columbia) and, except in the case of Sections 6.09 and 6.14, its territories and possessions.  
10  
"U.S. GOVERNMENT OBLIGATIONS" means noncallable and nonredeemable (i) direct obligations of the 
United States for which its full faith and credit are pledged and/or (ii) obligations of a Person controlled or 
supervised by and acting as an agency or instrumentality of the United States, the payment of which is 
unconditionally guaranteed as a full faith and credit obligation of the United States, and shall also include a 
depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government 
Obligation or with respect to a specific payment of principal of or interest on any such U.S. Government 
Obligation, which depository receipt is held by such custodian for the account of the holder of such depository 
receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from 
the amount payable to the holder of such depository receipt from any amount received by the custodian in 
respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. 
Government Obligation evidenced by such depository receipt.  
"U.S. PERSON" means a person who is a citizen, or is treated as a resident for U.S. tax purposes, of the United 
States, any corporation, partnership or other entity organized under the laws of the United States or any political 
subdivision thereof or an estate or trust the income of which is subject to United States income taxation, 
regardless of its source.  
"U.S. SECURITIES ACT" means, the United States Securities Act of 1933, as amended.  
"U.S. SECURITIES EXCHANGE ACT" means, the United States Securities Exchange Act of 1934, as 
amended.  

"U.S. GOVERNMENT OBLIGATIONS" means noncallable and nonredeemable (i) direct obligations of the 
United States for which its full faith and credit are pledged and/or (ii) obligations of a Person controlled or 
supervised by and acting as an agency or instrumentality of the United States, the payment of which is 
unconditionally guaranteed as a full faith and credit obligation of the United States, and shall also include a 
depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government 
Obligation or with respect to a specific payment of principal of or interest on any such U.S. Government 
Obligation, which depository receipt is held by such custodian for the account of the holder of such depository 
receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from 
the amount payable to the holder of such depository receipt from any amount received by the custodian in 
respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. 
Government Obligation evidenced by such depository receipt.  
"U.S. PERSON" means a person who is a citizen, or is treated as a resident for U.S. tax purposes, of the United 
States, any corporation, partnership or other entity organized under the laws of the United States or any political 
subdivision thereof or an estate or trust the income of which is subject to United States income taxation, 
regardless of its source.  
"U.S. SECURITIES ACT" means, the United States Securities Act of 1933, as amended.  
"U.S. SECURITIES EXCHANGE ACT" means, the United States Securities Exchange Act of 1934, as 
amended.  
"VICE PRESIDENT", when used with respect to the Trustee, means any vice president, whether or not 
designated by a number or a word or words added before or after the title "vice president".  
"VOTING STOCK" means stock or other interests of any class or classes, however designated, having ordinary 
voting power for the election of a majority of the board of directors of a corporation, other than stock or other 
interests having such power only by reason of the happening of a contingency.  
SECTION 1.02. 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 such certificates or opinions as may be required under the Trust Indenture Act. Each such certificate 
or opinion shall be given in the form of an Officer's Certificate, if to be given by the Company, stating that all 
conditions precedent, if any, provided  
11  
for in this Indenture relating to the proposed action have been complied with or, if to be given by counsel, an 
Opinion of Counsel stating that in the opinion of the legal advisor rendering such opinion 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.  
Unless otherwise specified with respect to any certificate or opinion provided for in this Indenture and other than 
annual certificates provided pursuant to Section 10.05, every certificate or opinion with respect to compliance 
with a condition or covenant provided for in this Indenture shall include:  
(a) a statement that each Person signing such certificate or opinion has read such covenant or condition and the 
definitions herein relating thereto;  
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or 
opinions contained in such certificate or opinion are based;  
(c) a statement that, in the opinion of each such Person, he has made such examination or investigation as is 
necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been 
complied with; and  
(d) a statement as to whether, in the opinion of each such Person, such condition or covenant has been complied 

for in this Indenture relating to the proposed action have been complied with or, if to be given by counsel, an 
Opinion of Counsel stating that in the opinion of the legal advisor rendering such opinion 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.  
Unless otherwise specified with respect to any certificate or opinion provided for in this Indenture and other than 
annual certificates provided pursuant to Section 10.05, every certificate or opinion with respect to compliance 
with a condition or covenant provided for in this Indenture shall include:  
(a) a statement that each Person signing such certificate or opinion has read such covenant or condition and the 
definitions herein relating thereto;  
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or 
opinions contained in such certificate or opinion are based;  
(c) a statement that, in the opinion of each such Person, he has made such examination or investigation as is 
necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been 
complied with; and  
(d) a statement as to whether, in the opinion of each such Person, such condition or covenant has been complied 
with.  
SECTION 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where several matters 
are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such 
matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or 
covered by only one document, but one such Person may certify or give an opinion with respect to some matters 
and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to 
such matters in one or several documents.  
Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a 
certificate or opinion of, or representations by, legal advisors, unless such officer knows, or in the exercise of 
reasonable care should know, that the certificate or opinion or representations with respect to the matters upon 
which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representations by, 
legal advisors  
12  
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 with respect to such factual matters is in the 
possession of the Company, unless such legal advisors know, or in the exercise of reasonable care should know, 
that the certificate or opinion or representation with respect to such matters is 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 1.04. ACTS OF HOLDERS. (a) Any request, demand, authorization, direction, notice, consent, 
waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and 
evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an 
agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become 
effective when such instrument or instruments are delivered to the Trustee and, when it is hereby expressly 
required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced 
thereby) are herein sometimes referred to as the "ACT" of the Holders signing such instrument or instruments. 
Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any 
purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company, if 
made in the manner provided in this Section.  

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 with respect to such factual matters is in the 
possession of the Company, unless such legal advisors know, or in the exercise of reasonable care should know, 
that the certificate or opinion or representation with respect to such matters is 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 1.04. ACTS OF HOLDERS. (a) Any request, demand, authorization, direction, notice, consent, 
waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and 
evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an 
agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become 
effective when such instrument or instruments are delivered to the Trustee and, when it is hereby expressly 
required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced 
thereby) are herein sometimes referred to as the "ACT" of the Holders signing such instrument or instruments. 
Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any 
purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company, if 
made in the manner provided in this Section.  
(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. When such execution is by a signer acting in a capacity other than his individual 
capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the 
execution of any such instrument or writing, or the authority of the Person executing the same, may also be 
proved in any other manner which the Trustee deems sufficient.  
(c) Except as may otherwise be provided in any supplemental indenture, if the Company shall solicit from the 
Holders of Debt Securities of any series any request, demand, authorization, direction, notice, consent, waiver or 
other Act, the Company may, at its option, by Officer's Certificate, fix in advance a record date for purposes of 
determining the identity of Holders of registered Debt Securities entitled to give such request, demand, 
authorization, direction,  
13  
notice, consent, waiver or other Act, but the Company shall have no obligation to do so. Any such record date 
shall be fixed at the Company's discretion and the Company may not set a record date for, and the provisions of 
this clause shall not apply with respect to, the giving or making of any notice, declaration, request or direction 
referred to in the next paragraph. If such a record date is fixed by the Company, such request, demand, 
authorization, direction, notice, consent and waiver or other Act may be sought or given before or after the 
record date, but only the Holders of Outstanding Debt Securities of record at the close of business on such 
record date shall be deemed to be Holders of Debt Securities for the purpose of determining whether Holders of 
the requisite proportion of Debt Securities of such series Outstanding have authorized or agreed or consented to 
such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the 
Debt Securities of such series Outstanding shall be computed as of such record date; PROVIDED that no such 
action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders, or duly 
designated proxies, of the requisite principal amount of Outstanding Debt Securities of such series on such record 
date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for 
any action for which a record date has previously been set pursuant to this paragraph (whereupon the record 
date previously set shall automatically and with no action by any Person be cancelled and of no effect), and 
nothing in this paragraph shall be construed to render ineffective any action taken by Holders, or their duly 
designated proxies, of the requisite principal amount of Outstanding Debt Securities of the relevant series on the 
date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its 
own expense, shall cause notice of such record date, the proposed action to be given or taken by Holders and 
the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Debt Securities of the 
relevant series in the manner set forth in  
Section 1.06.  

notice, consent, waiver or other Act, but the Company shall have no obligation to do so. Any such record date 
shall be fixed at the Company's discretion and the Company may not set a record date for, and the provisions of 
this clause shall not apply with respect to, the giving or making of any notice, declaration, request or direction 
referred to in the next paragraph. If such a record date is fixed by the Company, such request, demand, 
authorization, direction, notice, consent and waiver or other Act may be sought or given before or after the 
record date, but only the Holders of Outstanding Debt Securities of record at the close of business on such 
record date shall be deemed to be Holders of Debt Securities for the purpose of determining whether Holders of 
the requisite proportion of Debt Securities of such series Outstanding have authorized or agreed or consented to 
such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the 
Debt Securities of such series Outstanding shall be computed as of such record date; PROVIDED that no such 
action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders, or duly 
designated proxies, of the requisite principal amount of Outstanding Debt Securities of such series on such record 
date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for 
any action for which a record date has previously been set pursuant to this paragraph (whereupon the record 
date previously set shall automatically and with no action by any Person be cancelled and of no effect), and 
nothing in this paragraph shall be construed to render ineffective any action taken by Holders, or their duly 
designated proxies, of the requisite principal amount of Outstanding Debt Securities of the relevant series on the 
date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its 
own expense, shall cause notice of such record date, the proposed action to be given or taken by Holders and 
the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Debt Securities of the 
relevant series in the manner set forth in  
Section 1.06.  
The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Debt 
Securities of any series entitled to join in the giving or making of (i) any declaration of acceleration referred to in 
Section 5.02, (ii) any request to institute proceedings referred to in  
Section 5.08 or (iii) any direction referred to in Section 5.13, in each case with respect to Debt Securities of such 
series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Debt Securities of such 
series on such record date, or their duly designated proxies, and no other Holders, shall be entitled to join in such 
notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; 
PROVIDED that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration 
Date by Holders, or their duly designated proxies, of the requisite principal amount of Outstanding Debt 
Securities of such series on such record date. Nothing in this paragraph shall  
15  
be construed to prevent the Trustee from setting a new record date for any action for which a record date has 
previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and 
with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to 
render ineffective any action taken by Holders, or their duly designated proxies, of the requisite principal amount 
of Outstanding Debt Securities of the relevant series on the date such action is taken. Promptly after any record 
date is set pursuant to this paragraph, the Trustee, at the expense of the Company, shall cause notice of such 
record date, the proposed action to be given or taken by Holders and the applicable Expiration Date to be given 
to the Company in writing and to each Holder of Debt Securities of the relevant series in the manner set forth in 
Section 1.06.  
With respect to any record date set pursuant to this Section, the party hereto which sets such record date may 
designate any day as the "EXPIRATION DATE" and from time to time may change the Expiration Date to any 
earlier or later day; PROVIDED that no such change shall be effective unless notice of the proposed new 
Expiration Date is given to the other party or parties hereto in writing, and to each Holder of Debt Securities of 
the relevant series in the manner set forth in Section 1.06, on or prior to the existing Expiration Date. 
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record 
date and, if an Expiration Date is not designated with respect to any record date set pursuant to this Section, the 
party or parties hereto which set such record date shall be deemed to have designated the 180th day after such 
record date as the Expiration Date with respect thereto.  
Without limiting the foregoing, a Holder of Outstanding Debt Securities entitled hereunder to take any action 
hereunder with regard to any particular Debt Security may do so with regard to all or any part of the principal 

be construed to prevent the Trustee from setting a new record date for any action for which a record date has 
previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and 
with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to 
render ineffective any action taken by Holders, or their duly designated proxies, of the requisite principal amount 
of Outstanding Debt Securities of the relevant series on the date such action is taken. Promptly after any record 
date is set pursuant to this paragraph, the Trustee, at the expense of the Company, shall cause notice of such 
record date, the proposed action to be given or taken by Holders and the applicable Expiration Date to be given 
to the Company in writing and to each Holder of Debt Securities of the relevant series in the manner set forth in 
Section 1.06.  
With respect to any record date set pursuant to this Section, the party hereto which sets such record date may 
designate any day as the "EXPIRATION DATE" and from time to time may change the Expiration Date to any 
earlier or later day; PROVIDED that no such change shall be effective unless notice of the proposed new 
Expiration Date is given to the other party or parties hereto in writing, and to each Holder of Debt Securities of 
the relevant series in the manner set forth in Section 1.06, on or prior to the existing Expiration Date. 
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record 
date and, if an Expiration Date is not designated with respect to any record date set pursuant to this Section, the 
party or parties hereto which set such record date shall be deemed to have designated the 180th day after such 
record date as the Expiration Date with respect thereto.  
Without limiting the foregoing, a Holder of Outstanding Debt Securities entitled hereunder to take any action 
hereunder with regard to any particular Debt Security may do so with regard to all or any part of the principal 
amount of such Debt Security or by one or more duly designated proxies each of which may do so pursuant to 
such appointment with regard to all or any part of such principal amount.  
(d) The ownership of registered Debt Securities shall be proved by the Debt Security Register.  
(e) The ownership of a bearer Debt Security or Coupon, and the principal amount and serial number of such 
Debt Security or Coupon and the date of holding the same, may be proved by the production of such Debt 
Security or Coupon or by a certificate executed by any trust company, bank, banker or securities dealer 
satisfactory to the Trustee if such certificate shall be deemed by the Trustee to be satisfactory. Each such 
certificate shall be dated and shall state that on the date thereof a bearer Debt Security or Coupon of a particular 
series of a  
15  
specified principal amount and bearing a specified serial number was deposited with or exhibited to such trust 
company, bank, banker or securities dealer by the Person named in such certificate. Any such certificate may be 
issued in respect of one or more Debt Securities or Coupons specified therein. The holding by the Person named 
in any such certificate of any Debt Security or Coupons specified therein shall be presumed to continue for a 
period of one year from the date of such certificate unless at the time of any determination of such holding (i) 
another certificate bearing the same or a later date issued in respect of the same Debt Security or Coupon shall 
be produced, or (ii) the Debt Security or Coupon specified in such certificate shall be produced by some other 
Person, or (iii) the Debt Security or Coupon specified in such certificate shall have ceased to be Outstanding.  
(f) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Debt 
Security (or part of the principal amount of such Debt Security, if applicable) shall bind every future Holder of the 
same Debt Security (or such part of the principal amount of such Debt Security, if applicable) and the Holder of 
every Debt Security (or such part of the principal amount of such Debt Security, if applicable) issued upon the 
registration of transfer thereof or in exchange therefor or in lieu thereof in respect of any thing done, omitted or 
suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is 
made upon such Debt Security (or such part of the principal amount of such Debt Security, if applicable) or such 
other Debt Security (or such part of the principal amount of such Debt Security, if applicable).  
SECTION 1.05. 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,  

specified principal amount and bearing a specified serial number was deposited with or exhibited to such trust 
company, bank, banker or securities dealer by the Person named in such certificate. Any such certificate may be 
issued in respect of one or more Debt Securities or Coupons specified therein. The holding by the Person named 
in any such certificate of any Debt Security or Coupons specified therein shall be presumed to continue for a 
period of one year from the date of such certificate unless at the time of any determination of such holding (i) 
another certificate bearing the same or a later date issued in respect of the same Debt Security or Coupon shall 
be produced, or (ii) the Debt Security or Coupon specified in such certificate shall be produced by some other 
Person, or (iii) the Debt Security or Coupon specified in such certificate shall have ceased to be Outstanding.  
(f) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Debt 
Security (or part of the principal amount of such Debt Security, if applicable) shall bind every future Holder of the 
same Debt Security (or such part of the principal amount of such Debt Security, if applicable) and the Holder of 
every Debt Security (or such part of the principal amount of such Debt Security, if applicable) issued upon the 
registration of transfer thereof or in exchange therefor or in lieu thereof in respect of any thing done, omitted or 
suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is 
made upon such Debt Security (or such part of the principal amount of such Debt Security, if applicable) or such 
other Debt Security (or such part of the principal amount of such Debt Security, if applicable).  
SECTION 1.05. 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,  
(a) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder (unless 
otherwise herein expressly provided) if made, given, furnished or filed in writing (which may be via facsimile) to 
the Trustee at its Corporate Trust Office, or  
(b) 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, addressed to the 
Company at the address of its principal office specified in the first paragraph of this Indenture or any 
supplemental indenture (unless another address has been previously furnished in writing to the Trustee by the 
Company, in which case at the last such address) marked "Attention: General Counsel".  
16  
SECTION 1.06. NOTICE TO HOLDERS; WAIVER. When this Indenture provides for notice to Holders of 
any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) (a) with respect to 
Global Securities in bearer form, if in writing and delivered or mailed and received, first-class postage prepaid, to 
the Holder affected by such event, at the address previously furnished in writing by the Holder to the Trustee and 
the Company, (b) if Outstanding definitive Debt Securities are affected by such event, at the option of the 
Company, either (x) published at least once in an Authorized Newspaper in London and the Borough of 
Manhattan, The City of New York or (y) if given in writing and mailed, first-class postage prepaid, to each 
Holder of a registered Debt Security affected by such event in the manner at the address appearing in the Debt 
Security Register not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for 
the giving of such notice, and (c) if Outstanding registered Debt Securities (whether in global or definitive form) 
are affected, if given in writing and mailed, first-class postage prepaid, to each Holder of a registered Debt 
Security affected by such event in the manner at the address appearing in the Debt Security Register not later than 
the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. The 
Company agrees that, in the event that Debt Securities are listed on any stock exchange, notice shall also be 
given in accordance with the rules of such stock exchange.  
Any notice published pursuant to clause 1.06(b) of the preceding paragraph 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 publication. If publication is 
not practicable, notice will be valid if given in such other manner, and shall be deemed to have been given on such 
date, as the Company shall determine.  
In case by reason of the suspension of regular mail service or by reason of any other cause it shall be 
impracticable to give such notice to Holders of Debt Securities in the manner specified above, then notice shall be 
valid if given in such other manner, and shall be deemed to have been given on such date, as the Company shall 

SECTION 1.06. NOTICE TO HOLDERS; WAIVER. When this Indenture provides for notice to Holders of 
any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) (a) with respect to 
Global Securities in bearer form, if in writing and delivered or mailed and received, first-class postage prepaid, to 
the Holder affected by such event, at the address previously furnished in writing by the Holder to the Trustee and 
the Company, (b) if Outstanding definitive Debt Securities are affected by such event, at the option of the 
Company, either (x) published at least once in an Authorized Newspaper in London and the Borough of 
Manhattan, The City of New York or (y) if given in writing and mailed, first-class postage prepaid, to each 
Holder of a registered Debt Security affected by such event in the manner at the address appearing in the Debt 
Security Register not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for 
the giving of such notice, and (c) if Outstanding registered Debt Securities (whether in global or definitive form) 
are affected, if given in writing and mailed, first-class postage prepaid, to each Holder of a registered Debt 
Security affected by such event in the manner at the address appearing in the Debt Security Register not later than 
the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. The 
Company agrees that, in the event that Debt Securities are listed on any stock exchange, notice shall also be 
given in accordance with the rules of such stock exchange.  
Any notice published pursuant to clause 1.06(b) of the preceding paragraph 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 publication. If publication is 
not practicable, notice will be valid if given in such other manner, and shall be deemed to have been given on such 
date, as the Company shall determine.  
In case by reason of the suspension of regular mail service or by reason of any other cause it shall be 
impracticable to give such notice to Holders of Debt Securities in the manner specified above, then notice shall be 
valid if given in such other manner, and shall be deemed to have been given on such date, as the Company shall 
determine. When notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any 
notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders.  
Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person 
entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such 
notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a  
17  
condition precedent to the validity of any action taken in reliance upon such waiver.  
SECTION 1.07. CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof limits, qualifies or 
conflicts with another provision hereof which is required to be included in this Indenture by any of the provisions 
of the Trust Indenture Act, such required provision shall control. If at any future time any provision required to be 
included herein by the Trust Indenture Act as in force at the date as of which this Indenture was executed or any 
limitation imposed by the Trust Indenture Act at such date on any provision otherwise included herein would not 
be so required or imposed (in whole or in part) if this Indenture were executed at such future time, the Company 
and the Trustee may enter into one or more indentures supplemental hereto pursuant to Section 9.01 to change or 
eliminate (in whole or in part) such provision or limitation of this Indenture in conformity with the requirements of 
the Trust Indenture Act as then in force.  
SECTION 1.08. 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 1.09. 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 1.10. SEPARABILITY CLAUSE. In case any provision in this Indenture or in the Debt Securities or 
the Coupons 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 1.11. BENEFITS OF INDENTURE. Nothing in this Indenture or in the Debt Securities or the 
Coupons, express or implied, shall give to any Person, other than the parties hereto and their successors 

condition precedent to the validity of any action taken in reliance upon such waiver.  
SECTION 1.07. CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof limits, qualifies or 
conflicts with another provision hereof which is required to be included in this Indenture by any of the provisions 
of the Trust Indenture Act, such required provision shall control. If at any future time any provision required to be 
included herein by the Trust Indenture Act as in force at the date as of which this Indenture was executed or any 
limitation imposed by the Trust Indenture Act at such date on any provision otherwise included herein would not 
be so required or imposed (in whole or in part) if this Indenture were executed at such future time, the Company 
and the Trustee may enter into one or more indentures supplemental hereto pursuant to Section 9.01 to change or 
eliminate (in whole or in part) such provision or limitation of this Indenture in conformity with the requirements of 
the Trust Indenture Act as then in force.  
SECTION 1.08. 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 1.09. 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 1.10. SEPARABILITY CLAUSE. In case any provision in this Indenture or in the Debt Securities or 
the Coupons 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 1.11. BENEFITS OF INDENTURE. Nothing in this Indenture or in the Debt Securities or the 
Coupons, express or implied, shall give to any Person, other than the parties hereto and their successors 
hereunder, and the Holders of Debt Securities or the holders of Coupons, any benefit or any legal or equitable 
right, remedy or claim under this Indenture.  
SECTION 1.12. GOVERNING LAW. Unless otherwise stated in any supplemental indenture with respect to a 
particular series of Debt Securities, this Indenture and the Debt Securities and the Coupons shall be governed by 
and construed in accordance with the laws of the State of New York, except as stated in Section 2.01 and 
except for Section 12.01, which shall be governed by and construed in accordance with the laws of the Republic 
of France (provided, however, that any obligations, privileges, protections, rights and immunities of the  
18  
Trustee under Section 12.01 shall be governed by and construed in accordance with the laws of the State of 
New York).  
SECTION 1.13. SATURDAYS, SUNDAYS AND LEGAL HOLIDAYS. Except as otherwise provided as 
contemplated by Section 3.01 with respect to any series of Debt Securities, the terms of the Debt Securities (and 
Coupons, if any) shall provide that, in any case where any Interest Payment Date, Redemption Date, Maturity or 
Stated Maturity of a Debt Security shall not be a Business Day at any Place of Payment, then (notwithstanding 
any other provision of this Indenture or the Debt Securities or Coupons other than a provision in the Debt 
Securities or Coupons that specifically states that such provision shall apply in lieu of this Section) payments of 
interest, if any (and premium, if any) or principal 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 (or such other Business Day as 
shall be provided in such Debt Security or Coupon) with the same force and effect as if made on such Interest 
Payment Date, Redemption Date, Maturity or Stated Maturity, PROVIDED that no interest shall accrue on such 
payment for the period from and after such Interest Payment Date, Redemption Date, Maturity or Stated 
Maturity, as the case may be.  
SECTION 1.14. APPOINTMENT OF AGENT FOR SERVICE. By the execution and delivery of this 
Indenture, the Company hereby designates and appoints General Counsel, AXA Financial, Inc., 1290 Avenue of 
the Americas, New York, NY 10104, as its authorized agent upon which process may be served in any suit or 
proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or 
relating to the Debt Securities, the Coupons or this Indenture, but for that purpose only, and agrees that service 
of process upon said agent shall be deemed in every respect effective service of process upon it in any such suit 

Trustee under Section 12.01 shall be governed by and construed in accordance with the laws of the State of 
New York).  
SECTION 1.13. SATURDAYS, SUNDAYS AND LEGAL HOLIDAYS. Except as otherwise provided as 
contemplated by Section 3.01 with respect to any series of Debt Securities, the terms of the Debt Securities (and 
Coupons, if any) shall provide that, in any case where any Interest Payment Date, Redemption Date, Maturity or 
Stated Maturity of a Debt Security shall not be a Business Day at any Place of Payment, then (notwithstanding 
any other provision of this Indenture or the Debt Securities or Coupons other than a provision in the Debt 
Securities or Coupons that specifically states that such provision shall apply in lieu of this Section) payments of 
interest, if any (and premium, if any) or principal 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 (or such other Business Day as 
shall be provided in such Debt Security or Coupon) with the same force and effect as if made on such Interest 
Payment Date, Redemption Date, Maturity or Stated Maturity, PROVIDED that no interest shall accrue on such 
payment for the period from and after such Interest Payment Date, Redemption Date, Maturity or Stated 
Maturity, as the case may be.  
SECTION 1.14. APPOINTMENT OF AGENT FOR SERVICE. By the execution and delivery of this 
Indenture, the Company hereby designates and appoints General Counsel, AXA Financial, Inc., 1290 Avenue of 
the Americas, New York, NY 10104, as its authorized agent upon which process may be served in any suit or 
proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or 
relating to the Debt Securities, the Coupons or this Indenture, but for that purpose only, and agrees that service 
of process upon said agent shall be deemed in every respect effective service of process upon it in any such suit 
or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York. Such 
appointment shall be irrevocable so long as any of the Debt Securities remain Outstanding until the appointment 
of a successor by the Company and such successor's acceptance of such appointment. Upon such acceptance, 
the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to 
take any and all action, including the execution and filing of any and all such documents and instruments, as may 
be necessary to continue such designation and appointment of said agent in full force and effect so long as any of 
the Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with 
respect to any failure by the Company to take any such action. The Company hereby submits (for the purposes 
of any such suit or proceeding) to the jurisdiction of any such Federal or State court in the Borough of 
Manhattan, The City of New York, in which any such suit or proceeding is so instituted, and waives, to the extent 
it may effectively  
19  
do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.  
SECTION 1.15. CALCULATION AGENT. If the Company appoints a Calculation Agent pursuant to Section 
3.01 with respect to any series of Debt Securities, any determination of the interest rate on, or other amounts in 
relation to, such series of Debt Securities in accordance with the terms of such series of Debt Securities by such 
Calculation Agent shall (in the absence of manifest error, bad faith or willful misconduct) be binding on the 
Company, the Trustee and all Holders and (in the absence of manifest error, bad faith or willful misconduct) no 
liability to the Holders shall attach to the Calculation Agent in connection with the exercise or non-exercise by it 
of its powers, duties and discretions.  
ARTICLE 2  
DEBT SECURITY FORMS  
SECTION 2.01. FORMS GENERALLY. The Debt Securities of each series and the Coupons, if any, to be 
attached thereto shall be in such forms as shall be established by or pursuant to action of the Management Board, 
or in one or more indentures supplemental hereto, pursuant to Section 9.01, in each case with such appropriate 
insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may 
have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as 
may be required to comply with any applicable law or rule or regulation made pursuant thereto or with the rules 
of any securities exchange or Depository therefor, or as may, consistently herewith, be determined by the officers 
executing such Debt Securities and Coupons, if any, all as evidenced by any such execution; PROVIDED, 
however, that unless otherwise provided in the applicable supplemental indenture with respect to any series of 

do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.  
SECTION 1.15. CALCULATION AGENT. If the Company appoints a Calculation Agent pursuant to Section 
3.01 with respect to any series of Debt Securities, any determination of the interest rate on, or other amounts in 
relation to, such series of Debt Securities in accordance with the terms of such series of Debt Securities by such 
Calculation Agent shall (in the absence of manifest error, bad faith or willful misconduct) be binding on the 
Company, the Trustee and all Holders and (in the absence of manifest error, bad faith or willful misconduct) no 
liability to the Holders shall attach to the Calculation Agent in connection with the exercise or non-exercise by it 
of its powers, duties and discretions.  
ARTICLE 2  
DEBT SECURITY FORMS  
SECTION 2.01. FORMS GENERALLY. The Debt Securities of each series and the Coupons, if any, to be 
attached thereto shall be in such forms as shall be established by or pursuant to action of the Management Board, 
or in one or more indentures supplemental hereto, pursuant to Section 9.01, in each case with such appropriate 
insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may 
have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as 
may be required to comply with any applicable law or rule or regulation made pursuant thereto or with the rules 
of any securities exchange or Depository therefor, or as may, consistently herewith, be determined by the officers 
executing such Debt Securities and Coupons, if any, all as evidenced by any such execution; PROVIDED, 
however, that unless otherwise provided in the applicable supplemental indenture with respect to any series of 
Subordinated Debt Securities, any Subordinated Debt Securities and any Coupons attached thereto (to the 
extent such Coupons rank equally with the underlying Subordinated Debt Security) shall have endorsed thereon a 
statement in the following form or in substantially the following form:  
"The rights of the holder of the Subordinated Debt Security/Coupon are, to the extent and in the manner set forth 
in Section 12.01 of the Indenture, subordinated to the claims of other creditors of the Company, and this 
Subordinated Debt Security/Coupon is issued subject to the provisions of that Section 12.01, and the holder of 
this Subordinated Debt Security/ Coupon, by accepting the same, agrees to and shall be bound by such 
provisions. The provisions of Section 12.01 of the Indenture and the terms  
20  
of this paragraph are governed by, and shall be construed in accordance with, the laws of The Republic of 
France."  
The Trustee's certificates of authentication shall be in substantially the form set forth in Section 2.02 or Section 
6.14.  
The definitive Debt Securities and Coupons shall be printed, lithographed or engraved or produced by any 
combination of these methods or may be produced in any other manner (or as may be required by any securities 
exchange on which the Debt Securities may be listed), all as determined by the officers executing such Debt 
Securities, as evidenced by their execution thereof.  
SECTION 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate 
of authentication shall be in substantially the following form:  
CERTIFICATE OF AUTHENTICATION  
This is one of the Debt Securities of the series designated herein referred to in the within-mentioned Indenture.  
The Bank of New York, as Trustee  
By:  
 
Authorized Signatory  
 

of this paragraph are governed by, and shall be construed in accordance with, the laws of The Republic of 
France."  
The Trustee's certificates of authentication shall be in substantially the form set forth in Section 2.02 or Section 
6.14.  
The definitive Debt Securities and Coupons shall be printed, lithographed or engraved or produced by any 
combination of these methods or may be produced in any other manner (or as may be required by any securities 
exchange on which the Debt Securities may be listed), all as determined by the officers executing such Debt 
Securities, as evidenced by their execution thereof.  
SECTION 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate 
of authentication shall be in substantially the following form:  
CERTIFICATE OF AUTHENTICATION  
This is one of the Debt Securities of the series designated herein referred to in the within-mentioned Indenture.  
The Bank of New York, as Trustee  
By:  
 
Authorized Signatory  
 
Dated:  
ARTICLE 3  
THE DEBT SECURITIES  
SECTION 3.01. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate principal amount of Debt 
Securities which may be authenticated and delivered under this Indenture is unlimited. The Debt Securities may 
be issued in one or more series.  
There shall be established by or pursuant to action of the Management Board (or an Executive Director to whom 
the Management Board has delegated its powers) to which the ordinary general meeting of shareholders of the 
Company  
21  
has delegated its authority or pursuant to other appropriate corporate action or as determined in an Officer's 
Certificate or established in one or more indentures supplemental hereto, prior to the initial issuance of Debt 
Securities of any series,  
(a) the title of the Debt Securities of the series (which shall distinguish the Debt Securities of the series from all 
other Debt Securities);  
(b) any limit upon the aggregate principal amount of the Debt Securities of the series which may be authenticated 
and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of 
transfer of, or in exchange for, or in lieu of, other Debt Securities of the series pursuant to Section 3.04, 3.05, 
3.06, 9.06 or 11.07 and except for any Debt Securities which, pursuant to Section 3.03, are deemed never to 
have been authenticated and delivered hereunder) and whether the Company has the option to issue additional 
Debt Securities of the same series subsequent to such initial issuance;  
(c) the date or dates, if any, on which the principal of (and premium, if any, on) the Debt Securities of the series is 
payable;  
(d) (i) the rate or rates, if any, at which the Debt Securities of the series shall accrue interest or the manner of 
calculation of such rate or rates, if any; (ii) the issue date with respect to Debt Securities in bearer form;  

has delegated its authority or pursuant to other appropriate corporate action or as determined in an Officer's 
Certificate or established in one or more indentures supplemental hereto, prior to the initial issuance of Debt 
Securities of any series,  
(a) the title of the Debt Securities of the series (which shall distinguish the Debt Securities of the series from all 
other Debt Securities);  
(b) any limit upon the aggregate principal amount of the Debt Securities of the series which may be authenticated 
and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of 
transfer of, or in exchange for, or in lieu of, other Debt Securities of the series pursuant to Section 3.04, 3.05, 
3.06, 9.06 or 11.07 and except for any Debt Securities which, pursuant to Section 3.03, are deemed never to 
have been authenticated and delivered hereunder) and whether the Company has the option to issue additional 
Debt Securities of the same series subsequent to such initial issuance;  
(c) the date or dates, if any, on which the principal of (and premium, if any, on) the Debt Securities of the series is 
payable;  
(d) (i) the rate or rates, if any, at which the Debt Securities of the series shall accrue interest or the manner of 
calculation of such rate or rates, if any; (ii) the issue date with respect to Debt Securities in bearer form;  
(iii) the date or dates from which such interest shall accrue; (iv) the Interest Payment Dates on which such interest 
shall be payable or the manner of determination of such Interest Payment Dates, if other than as specified in  
Section 3.07; and (v) in the case of registered Debt Securities, the Regular Record Date for the interest payable 
on any Interest Payment Date and any dates required to be established pursuant to Section 7.01, which dates 
shall not be more than six months apart;  
(e) whether any premium, upon redemption or otherwise, shall be payable by the Company on Debt Securities of 
the series;  
(f) whether such Debt Securities of the series are Senior Debt Securities or Subordinated Debt Securities, and if 
such Debt Securities of the series are Subordinated Debt Securities whether and to what effect they will be 
subject to the provisions of Article 12;  
(g) whether the Debt Securities of the series are to be issued as Discount Securities and the amount of the 
discount at which such Discount Securities may be issued;  
22  
(h) provisions, if any, for the discharge and defeasance of Debt Securities of the series other than as provided 
herein;  
(i) any condition to which payment of any principal of (or premium, if any) or interest on Debt Securities of the 
series will be subject and whether the Company may (and under what circumstances) defer the payment of 
interest on Debt Securities of the series;  
(j) the place or places where the principal of (and premium, if any) and any interest on Debt Securities of the 
series shall be payable, and the Paying Agent or Paying Agents who shall be authorized to pay principal of (and 
premium, if any) and interest on Debt Securities of such series, at least one of which Paying Agents, with respect 
to any securities denominated in U.S. dollars, shall have an office or agency in the Borough of Manhattan, The 
City of New York;  
(k) whether such series of Debt Securities are to be redeemable, in whole or in part, at the Company's option 
and, if so redeemable, the period or periods within which, the price or prices at which and the terms and 
conditions upon which, Debt Securities of the series may be redeemed;  
(l) the obligation, if any, of the Company to redeem or purchase Debt Securities of the series pursuant to any 
sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, 
the price or prices at which, and the terms and conditions upon which Debt Securities of the series shall be 
redeemed or purchased, in whole or in part, pursuant to such obligation;  

(h) provisions, if any, for the discharge and defeasance of Debt Securities of the series other than as provided 
herein;  
(i) any condition to which payment of any principal of (or premium, if any) or interest on Debt Securities of the 
series will be subject and whether the Company may (and under what circumstances) defer the payment of 
interest on Debt Securities of the series;  
(j) the place or places where the principal of (and premium, if any) and any interest on Debt Securities of the 
series shall be payable, and the Paying Agent or Paying Agents who shall be authorized to pay principal of (and 
premium, if any) and interest on Debt Securities of such series, at least one of which Paying Agents, with respect 
to any securities denominated in U.S. dollars, shall have an office or agency in the Borough of Manhattan, The 
City of New York;  
(k) whether such series of Debt Securities are to be redeemable, in whole or in part, at the Company's option 
and, if so redeemable, the period or periods within which, the price or prices at which and the terms and 
conditions upon which, Debt Securities of the series may be redeemed;  
(l) the obligation, if any, of the Company to redeem or purchase Debt Securities of the series pursuant to any 
sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, 
the price or prices at which, and the terms and conditions upon which Debt Securities of the series shall be 
redeemed or purchased, in whole or in part, pursuant to such obligation;  
(m) the denominations in which Debt Securities of the series in each applicable form shall be issuable and any 
provisions relating to redenomination of Debt Securities;  
(n) if other than the principal amount thereof, the portion, or the manner of calculation of such portion, of the 
principal amount of Debt Securities of the series which shall be payable upon a declaration of acceleration or 
acceleration of the Maturity thereof pursuant to Section 5.02, upon redemption of Debt Securities of any series 
which are redeemable before their Stated Maturity, or which the Trustee shall be entitled to file and prove a claim 
pursuant to Section 5.05;  
(o) if Additional Amounts will be payable by the Company;  
(p) whether the Debt Securities of any series will be issued in registered form or in bearer form or both and, if 
bearer securities will be issued, whether or  
23  
not the Debt Securities will be issued with Coupons attached, the date or dates thereof, whether a Global 
Security will initially be executed and delivered, whether registered Debt Securities of the series may be 
exchanged, if permitted under applicable law and regulations, for bearer Debt Securities of the series and VICE 
VERSA, and the circumstances under which any such exchanges, if permitted, may be made and whether any 
such restrictions will be applicable to the offer, sale or delivery of bearer or registered Debt Securities;  
(q) if other than Dollars, provisions, if any, for the Debt Securities of the series to be denominated, and payments 
thereon to be made, in Foreign Currencies and specifying the manner and place of payment thereon and any 
other terms with respect thereto and, if other than as provided herein, the manner of determining the equivalent 
thereof in Dollars for purposes of the definition of "Outstanding" in Section 1.01;  
(r) if other than the coin or currency in which the Debt Securities of that series are denominated, the coin or 
currency in which payment of the principal of (and premium, if any) or interest, if any, on the Debt Securities of 
such series shall be payable;  
(s) if the principal of (and premium, if any) or interest, if any, on the Debt Securities of such series are to be 
payable, at the election of the Company or a Holder thereof, in a coin or currency other than that in which the 
Debt Securities are denominated, the period or periods within which, and the terms and conditions upon which, 
such election may be made;  

not the Debt Securities will be issued with Coupons attached, the date or dates thereof, whether a Global 
Security will initially be executed and delivered, whether registered Debt Securities of the series may be 
exchanged, if permitted under applicable law and regulations, for bearer Debt Securities of the series and VICE 
VERSA, and the circumstances under which any such exchanges, if permitted, may be made and whether any 
such restrictions will be applicable to the offer, sale or delivery of bearer or registered Debt Securities;  
(q) if other than Dollars, provisions, if any, for the Debt Securities of the series to be denominated, and payments 
thereon to be made, in Foreign Currencies and specifying the manner and place of payment thereon and any 
other terms with respect thereto and, if other than as provided herein, the manner of determining the equivalent 
thereof in Dollars for purposes of the definition of "Outstanding" in Section 1.01;  
(r) if other than the coin or currency in which the Debt Securities of that series are denominated, the coin or 
currency in which payment of the principal of (and premium, if any) or interest, if any, on the Debt Securities of 
such series shall be payable;  
(s) if the principal of (and premium, if any) or interest, if any, on the Debt Securities of such series are to be 
payable, at the election of the Company or a Holder thereof, in a coin or currency other than that in which the 
Debt Securities are denominated, the period or periods within which, and the terms and conditions upon which, 
such election may be made;  
(t) whether the Debt Securities of the series shall be issued in whole or in part in the form of one or more Global 
Securities and the initial Holder with respect to such Global Security or Debt Securities;  
(u) if the Debt Securities of such series are to be issuable in definitive form (whether upon original issue or upon 
exchange of a temporary Debt Security of such series or otherwise) only upon receipt of certain certificates or 
other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or 
conditions;  
(v) if the amount of payments of principal of (and premium, if any) or interest, if any, on the Debt Securities of the 
series may be determined with reference to an index or are otherwise not fixed on the original issue date thereof, 
the manner in which such amounts shall be determined and the Calculation Agent, if any, or any other person, if 
any, who shall be appointed and authorized to calculate such amounts;  
24  
(w) the Events of Default, the terms of any Default or covenants with respect to the Debt Securities of such 
series;  
(x) the forms of Debt Securities of the series and any Coupons appertaining thereto;  
(y) whether Debt Securities of any series may or shall be converted into or exchanged for stock or other 
securities of the Company or another entity or other entities, into a basket or baskets of such securities, into an 
index or indices of such securities, into the cash value therefor or into any combination of the foregoing and, if so, 
any specific terms relating to the adjustment thereof and the period during which such Debt Securities may or 
shall be so converted or exchanged;  
(z) whether any Coupons which are issued with the Debt Securities will not rank equally with such underlying 
Debt Securities and if so, how any such Coupons shall rank in relation to such Debt Securities; and  
(aa) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, 
except as permitted by  
Section 9.01(d)).  
All Debt Securities of any one series shall be substantially identical except as to denomination and the fact that 
Debt Securities of any one series may be issuable in both bearer and registered form and except as may 
otherwise be provided in or pursuant to the Management Board action referred to above or in any such indenture 
supplemental hereto.  

(w) the Events of Default, the terms of any Default or covenants with respect to the Debt Securities of such 
series;  
(x) the forms of Debt Securities of the series and any Coupons appertaining thereto;  
(y) whether Debt Securities of any series may or shall be converted into or exchanged for stock or other 
securities of the Company or another entity or other entities, into a basket or baskets of such securities, into an 
index or indices of such securities, into the cash value therefor or into any combination of the foregoing and, if so, 
any specific terms relating to the adjustment thereof and the period during which such Debt Securities may or 
shall be so converted or exchanged;  
(z) whether any Coupons which are issued with the Debt Securities will not rank equally with such underlying 
Debt Securities and if so, how any such Coupons shall rank in relation to such Debt Securities; and  
(aa) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, 
except as permitted by  
Section 9.01(d)).  
All Debt Securities of any one series shall be substantially identical except as to denomination and the fact that 
Debt Securities of any one series may be issuable in both bearer and registered form and except as may 
otherwise be provided in or pursuant to the Management Board action referred to above or in any such indenture 
supplemental hereto.  
If the forms of Debt Securities of any series and any Coupons to be attached thereto, or any of the terms thereof, 
are established by action taken by the Management Board, copies of the Management Board Resolutions in 
respect thereof shall be delivered to the Trustee at or prior to the delivery of the Company Order pursuant to 
Section 3.03 for the authentication and delivery of such Debt Securities.  
SECTION 3.02. DENOMINATIONS. The Debt Securities of each series shall be issuable in such 
denominations as shall be specified as contemplated by  
Section 3.01. In the absence of any such specified denomination, the Debt Securities of any series shall be 
issuable in denominations of $1,000, in denominations of 1,000 in any applicable Foreign Currency and any 
integral multiple thereof.  
SECTION 3.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The Debt Securities and 
any Coupons shall be executed on behalf of the Company by any of  
25  
its Executive Directors or any authorized representative or by its duly authorized attorney-in-fact. The signature of 
any such Person on the Debt Securities may be manual or facsimile or, in the case of Definitive Debt Securities, 
printed, typed or otherwise reproduced. Debt Securities or Coupons bearing the manual or facsimile or, in the 
case of Definitive Debt Securities, printed, typed or otherwise reproduced signatures of an individual who was at 
any time a duly authorized representative or attorney-in-fact 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 Debt Securities or Coupons, provided such officer was the holder of such office at the date 
of this Indenture or the date of any Management Board Resolution or supplemental indenture creating a particular 
series of Debt Securities.  
At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 
Debt Securities of any series executed by the Company and, in the case of bearer Debt Securities other than a 
Global Security, having attached thereto appropriate Coupons, if any, to the Trustee for authentication, together 
with a Company Order for the authentication and delivery of such Debt Securities, and the Trustee in accordance 
with the Company Order shall authenticate and deliver such Debt Securities. If the forms or terms of the Debt 
Securities of the series have been established in or pursuant to one or more Management Board Resolutions as 
permitted by Sections 2.01 and 3.01, in authenticating such Debt Securities and accepting the additional 
responsibilities under this Indenture in relation to such Debt Securities the Trustee shall be entitled to receive, and 
(subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and 

its Executive Directors or any authorized representative or by its duly authorized attorney-in-fact. The signature of 
any such Person on the Debt Securities may be manual or facsimile or, in the case of Definitive Debt Securities, 
printed, typed or otherwise reproduced. Debt Securities or Coupons bearing the manual or facsimile or, in the 
case of Definitive Debt Securities, printed, typed or otherwise reproduced signatures of an individual who was at 
any time a duly authorized representative or attorney-in-fact 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 Debt Securities or Coupons, provided such officer was the holder of such office at the date 
of this Indenture or the date of any Management Board Resolution or supplemental indenture creating a particular 
series of Debt Securities.  
At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 
Debt Securities of any series executed by the Company and, in the case of bearer Debt Securities other than a 
Global Security, having attached thereto appropriate Coupons, if any, to the Trustee for authentication, together 
with a Company Order for the authentication and delivery of such Debt Securities, and the Trustee in accordance 
with the Company Order shall authenticate and deliver such Debt Securities. If the forms or terms of the Debt 
Securities of the series have been established in or pursuant to one or more Management Board Resolutions as 
permitted by Sections 2.01 and 3.01, in authenticating such Debt Securities and accepting the additional 
responsibilities under this Indenture in relation to such Debt Securities the Trustee shall be entitled to receive, and 
(subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and 
terms thereof have been established in conformity with the provisions of this Indenture. The Trustee shall not be 
required to authenticate such Debt Securities if the issue of such Debt Securities pursuant to this Indenture will 
affect the Trustee's own rights, duties or immunities under the Debt Securities or any Coupons and this Indenture 
or otherwise in a manner which is not reasonably acceptable to the Trustee.  
Notwithstanding the provisions of Section 3.01 and of the preceding paragraph, if all Debt Securities of a series 
are not to be originally issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise 
required pursuant to Section 3.01 or the Opinion of Counsel otherwise required pursuant to such preceding 
paragraph at or prior to the time of authentication of each Debt Security of such series if such documents (with 
appropriate modifications) are delivered at or prior to the authentication upon original issuance of the first Debt 
Security of such series to be issued and reasonably contemplate the subsequent issuance of such Debt Securities 
of such series.  
Each registered Debt Security shall be dated the date of its authentication.  
26  
Each bearer Debt Security shall be dated the date specified pursuant to  
Section 3.01.  
No Debt Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid 
or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication 
substantially in the form provided for herein executed by or on behalf of the Trustee by manual signature, and 
such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt 
Security has been duly authenticated and delivered hereunder and that such Debt Security or Coupon is entitled 
to the benefits of this Indenture. Notwithstanding the foregoing, if any Debt Security shall have been authenticated 
and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debt 
Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Debt 
Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to 
the benefits of this Indenture.  
The Trustee shall not authenticate or deliver any bearer Debt Securities until any matured Coupons appertaining 
thereto shall have been detached and cancelled, except as otherwise provided in Section 3.04 or 3.05 or as 
permitted in Section 3.06 and 9.06.  
SECTION 3.04. TEMPORARY DEBT SECURITIES. Pending the preparation of definitive Debt Securities of 
any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, 
temporary Debt Securities substantially of the tenor of the definitive Debt Securities in lieu of which they are 
issued, which Debt Securities may be printed, lithographed, typewritten, photocopied or otherwise produced. 

Each bearer Debt Security shall be dated the date specified pursuant to  
Section 3.01.  
No Debt Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid 
or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication 
substantially in the form provided for herein executed by or on behalf of the Trustee by manual signature, and 
such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt 
Security has been duly authenticated and delivered hereunder and that such Debt Security or Coupon is entitled 
to the benefits of this Indenture. Notwithstanding the foregoing, if any Debt Security shall have been authenticated 
and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debt 
Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Debt 
Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to 
the benefits of this Indenture.  
The Trustee shall not authenticate or deliver any bearer Debt Securities until any matured Coupons appertaining 
thereto shall have been detached and cancelled, except as otherwise provided in Section 3.04 or 3.05 or as 
permitted in Section 3.06 and 9.06.  
SECTION 3.04. TEMPORARY DEBT SECURITIES. Pending the preparation of definitive Debt Securities of 
any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, 
temporary Debt Securities substantially of the tenor of the definitive Debt Securities in lieu of which they are 
issued, which Debt Securities may be printed, lithographed, typewritten, photocopied or otherwise produced. 
Temporary Debt Securities may be issued as bearer Debt Securities with or without Coupons attached thereto or 
as registered Debt Securities in any authorized denomination, and with such appropriate insertions, omissions, 
substitutions and other variations as the officers executing such Debt Securities may determine, all as evidenced 
by such execution.  
If temporary Debt Securities of any series are issued, the Company will cause, if so required by the terms of such 
temporary Debt Securities, definitive Debt Securities of such series to be prepared without unreasonable delay. 
After the preparation of definitive Debt Securities of such series, the temporary Debt Securities of such series 
shall be exchangeable for definitive Debt Securities of such series containing identical terms and provisions upon 
surrender of the temporary Debt Securities of such series (including any and all unmatured Coupons or matured 
Coupons in default attached thereto) at the office or agency  
27  
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 Debt Securities of any series the Company shall execute, and the 
Trustee shall authenticate and deliver in exchange therefor, a like aggregate principal amount of definitive Debt 
Securities of the same series of authorized denominations containing identical terms and provisions and, in the 
case of bearer Debt Securities, having attached thereto any appropriate Coupons. Until so exchanged, unless 
otherwise provided therein or in a supplemental indenture relating thereto, the temporary Debt Securities of any 
series shall in all respects be entitled to the same benefits (but shall be subject to all the limitations of rights) under 
this Indenture as definitive Debt Securities of such series.  
The provisions of this Section 3.04 are subject to any restrictions or limitations on the issue and delivery of 
temporary bearer Debt Securities of any series that may be established pursuant to Section 3.01 (including any 
provision that bearer Debt Securities of such series initially be issued in the form of a Global Security to be 
delivered to a depository of the Company located outside the United States and the procedures pursuant to 
which definitive bearer Debt Securities of such series would be issued in exchange for such Global Security).  
SECTION 3.05. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.  
(a) GLOBAL SECURITIES. This Section 3.05(a) shall apply to Global Securities in registered form unless 
otherwise specified, as contemplated by  
Section 3.01.  
Each Global Security authenticated under this Indenture shall be registered in the name of the Depository 

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 Debt Securities of any series the Company shall execute, and the 
Trustee shall authenticate and deliver in exchange therefor, a like aggregate principal amount of definitive Debt 
Securities of the same series of authorized denominations containing identical terms and provisions and, in the 
case of bearer Debt Securities, having attached thereto any appropriate Coupons. Until so exchanged, unless 
otherwise provided therein or in a supplemental indenture relating thereto, the temporary Debt Securities of any 
series shall in all respects be entitled to the same benefits (but shall be subject to all the limitations of rights) under 
this Indenture as definitive Debt Securities of such series.  
The provisions of this Section 3.04 are subject to any restrictions or limitations on the issue and delivery of 
temporary bearer Debt Securities of any series that may be established pursuant to Section 3.01 (including any 
provision that bearer Debt Securities of such series initially be issued in the form of a Global Security to be 
delivered to a depository of the Company located outside the United States and the procedures pursuant to 
which definitive bearer Debt Securities of such series would be issued in exchange for such Global Security).  
SECTION 3.05. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.  
(a) GLOBAL SECURITIES. This Section 3.05(a) shall apply to Global Securities in registered form unless 
otherwise specified, as contemplated by  
Section 3.01.  
Each Global Security authenticated under this Indenture shall be registered in the name of the Depository 
designated for such Global Security or a nominee thereof and delivered to such Depository or a nominee thereof 
or custodian therefor, and each such Global Security shall constitute a single Debt Security for all purposes of this 
Indenture.  
With respect to Global Securities in registered form, unless the Global Security is presented by an authorized 
representative of the Holder to the Company or its agent for registration of transfer, exchange or payment, and 
any certificate issued is registered in the name of a nominee of the Holder and any payment is made to such 
nominee, any transfer, pledge or other use of the Global Security in registered form for value or otherwise shall be 
wrongful since the registered owner of such Global Security, the nominee of the Holder, has an interest in such 
Global Security.  
Except as otherwise specified as contemplated by Section 3.01 hereof, any Global Security shall be 
exchangeable for definitive Debt Securities only as  
28  
provided in this paragraph. A Global Security shall be exchangeable pursuant to this Section only (i) if the 
relevant Depository notifies the Company that it is unwilling or unable to continue as Depository and a successor 
depository is not appointed within 120 days of the Company receiving notice of such unwillingness or inability 
from the relevant Depository, (ii) in the event of a winding-up of the Company, if the Company fails to make a 
payment on the Debt Securities when due or in the event of an Event of Default or Default or (iii) at any time if the 
Company at its option and in its sole discretion determines that the Global Securities of a particular series should 
be exchanged for definitive Debt Securities of that series in registered form. Except as otherwise specified as 
contemplated by Section 3.01 hereof, any Global Security that is exchangeable pursuant to the preceding 
sentence shall be exchangeable for definitive Debt Securities in registered form only, bearing interest (if any) at the 
same rate or pursuant to the same formula, having the same date of issuance, the same date or dates from which 
such interest shall accrue, the same Interest Payment Dates on which such interest shall be payable or the manner 
of determination of such Interest Payment Dates, redemption provisions, if any, specified currency and other 
terms and of differing denominations aggregating a like amount as the Global Security so exchangeable. Definitive 
Debt Securities in registered form shall be registered in the names of the owners of the beneficial interests in such 
Global Securities as such names are from time to time provided by the Holder to the Trustee.  
Any Global Security that is exchangeable pursuant to the preceding paragraph, unless otherwise specified as 
contemplated by Section 3.01, shall be exchangeable for Debt Securities issuable in authorized denominations of 
a like aggregate principal amount and tenor.  

provided in this paragraph. A Global Security shall be exchangeable pursuant to this Section only (i) if the 
relevant Depository notifies the Company that it is unwilling or unable to continue as Depository and a successor 
depository is not appointed within 120 days of the Company receiving notice of such unwillingness or inability 
from the relevant Depository, (ii) in the event of a winding-up of the Company, if the Company fails to make a 
payment on the Debt Securities when due or in the event of an Event of Default or Default or (iii) at any time if the 
Company at its option and in its sole discretion determines that the Global Securities of a particular series should 
be exchanged for definitive Debt Securities of that series in registered form. Except as otherwise specified as 
contemplated by Section 3.01 hereof, any Global Security that is exchangeable pursuant to the preceding 
sentence shall be exchangeable for definitive Debt Securities in registered form only, bearing interest (if any) at the 
same rate or pursuant to the same formula, having the same date of issuance, the same date or dates from which 
such interest shall accrue, the same Interest Payment Dates on which such interest shall be payable or the manner 
of determination of such Interest Payment Dates, redemption provisions, if any, specified currency and other 
terms and of differing denominations aggregating a like amount as the Global Security so exchangeable. Definitive 
Debt Securities in registered form shall be registered in the names of the owners of the beneficial interests in such 
Global Securities as such names are from time to time provided by the Holder to the Trustee.  
Any Global Security that is exchangeable pursuant to the preceding paragraph, unless otherwise specified as 
contemplated by Section 3.01, shall be exchangeable for Debt Securities issuable in authorized denominations of 
a like aggregate principal amount and tenor.  
No Global Security in registered form may be transferred except as a whole by the Holder to a nominee of the 
Holder or by the Holder or any such nominee to a successor of the Holder or a nominee of such successor. 
Except as provided above, owners solely of beneficial interests in a Global Security shall not be entitled to 
receive physical delivery of Debt Securities in definitive form and will not be considered the holders thereof for 
any purpose under this Indenture.  
In the event that a Global Security is surrendered for redemption in part pursuant to Section 11.07, the Company 
shall execute, and the Trustee shall authenticate and deliver to the Holder of such Global Security, without service 
charge, a new Global Security in a denomination equal to and in exchange for the unredeemed portion of the 
principal of the Global Security so surrendered.  
The Agent Members, and any beneficial owners shall have no rights under this Indenture with respect to any 
Global Security held on their behalf by a Depository, and such Depository shall be treated by the Company, the 
Trustee,  
29  
and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes 
whatsoever. Notwithstanding the foregoing, 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 a Depository or impair, as between any such Depository or other clearance service and its Agent 
Members and the beneficial owner, the operation of customary practices governing the exercise of the rights of a 
beneficial owner of any security, including without limitation the granting of proxies or other authorization of 
participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action 
which a Holder is entitled to give or take under this Indenture.  
In connection with any exchange of interests in a Global Security for definitive Debt Securities of another 
authorized form, as provided in this subsection 3.05(a), then without unnecessary delay but in any event not later 
than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee 
definitive Debt Securities in aggregate principal amount equal to the principal amount of such Global Security or 
the portion to be exchanged, executed by the Company. On or after the earliest date on which such interests may 
be so exchanged, such Global Security shall be surrendered by the Holder 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 Debt Securities 
without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such Global 
Security, an equal aggregate principal amount of definitive Debt Securities of authorized denominations as the 
portion of such Global Security to be exchanged. Any Global Security that is exchangeable pursuant to this 
Section 3.05 shall be exchangeable for Debt Securities issuable in the denominations specified as contemplated 
by Section 3.01 and registered in such names as the Holder of such Global Security shall direct; provided 

and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes 
whatsoever. Notwithstanding the foregoing, 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 a Depository or impair, as between any such Depository or other clearance service and its Agent 
Members and the beneficial owner, the operation of customary practices governing the exercise of the rights of a 
beneficial owner of any security, including without limitation the granting of proxies or other authorization of 
participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action 
which a Holder is entitled to give or take under this Indenture.  
In connection with any exchange of interests in a Global Security for definitive Debt Securities of another 
authorized form, as provided in this subsection 3.05(a), then without unnecessary delay but in any event not later 
than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee 
definitive Debt Securities in aggregate principal amount equal to the principal amount of such Global Security or 
the portion to be exchanged, executed by the Company. On or after the earliest date on which such interests may 
be so exchanged, such Global Security shall be surrendered by the Holder 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 Debt Securities 
without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such Global 
Security, an equal aggregate principal amount of definitive Debt Securities of authorized denominations as the 
portion of such Global Security to be exchanged. Any Global Security that is exchangeable pursuant to this 
Section 3.05 shall be exchangeable for Debt Securities issuable in the denominations specified as contemplated 
by Section 3.01 and registered in such names as the Holder of such Global Security shall direct; provided 
however, that the Company, in its sole discretion, shall determine the number of definitive Debt Securities into 
which any Global Security is exchangeable pursuant to this Section 3.05 so long as each such definitive Debt 
Security is in a denomination specified pursuant to Section 3.01. If a definitive Debt Security in registered form is 
issued in exchange for any portion of a Global Security after the close of business at the office or agency where 
such exchange occurs on any record date and before the opening of business at such office or agency on the 
relevant Interest Payment Date, interest will not be payable on such Interest Payment Date in respect of such 
definitive Debt Security, but will be payable on such Interest Payment Date only to the person to whom payments 
of interest in respect of such portion of such Global Security are payable.  
A Depository may grant proxies and otherwise authorize any person, including Agent Members and persons that 
may hold interests through Agent  
30  
Members, to take any action which a holder is entitled to take under this Indenture with respect to the Debt 
Securities.  
(b) Except as otherwise specified in Section 3.05(a), registered Debt Securities of any series may only be 
exchanged for a like aggregate principal amount of registered Debt Securities of such series of other authorized 
denominations containing identical terms and provisions, and, if bearer Debt Securities of any series are issued in 
more than one authorized denomination, such bearer Debt Securities may only be exchanged for a like aggregate 
principal amount of bearer Debt Securities of other authorized denominations containing identical terms and 
provisions. Debt Securities to be exchanged shall be surrendered at an office or agency of the Company 
designated pursuant to Section 10.02 for such purpose, and the Company shall execute, and the Trustee shall 
authenticate and deliver, in exchange therefor the Debt Security or Debt Securities of the same series which the 
Holder making the exchange shall be entitled to receive. All bearer Debt Securities surrendered for exchange 
shall have attached all unmatured Coupons appertaining thereto, if any, and, in case at the time of any such 
exchange any interest payments on such Debt Securities is in default, shall in addition have attached all matured 
Coupons in default appertaining thereto. In case a bearer Debt Security is surrendered in exchange for a 
registered Debt Security after the close of business on any Regular Record Date and before the opening of 
business on the next succeeding Interest Payment Date, such bearer Debt 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 Debt Security issued in exchange for such bearer Debt Security, but will be 
payable only to the Holder of such Coupon when due.  
Except as otherwise specified pursuant to Section 3.01, the Company shall cause to be kept in the principal 
corporate trust office of the Trustee a register (the register maintained in such office and in any other office or 

Members, to take any action which a holder is entitled to take under this Indenture with respect to the Debt 
Securities.  
(b) Except as otherwise specified in Section 3.05(a), registered Debt Securities of any series may only be 
exchanged for a like aggregate principal amount of registered Debt Securities of such series of other authorized 
denominations containing identical terms and provisions, and, if bearer Debt Securities of any series are issued in 
more than one authorized denomination, such bearer Debt Securities may only be exchanged for a like aggregate 
principal amount of bearer Debt Securities of other authorized denominations containing identical terms and 
provisions. Debt Securities to be exchanged shall be surrendered at an office or agency of the Company 
designated pursuant to Section 10.02 for such purpose, and the Company shall execute, and the Trustee shall 
authenticate and deliver, in exchange therefor the Debt Security or Debt Securities of the same series which the 
Holder making the exchange shall be entitled to receive. All bearer Debt Securities surrendered for exchange 
shall have attached all unmatured Coupons appertaining thereto, if any, and, in case at the time of any such 
exchange any interest payments on such Debt Securities is in default, shall in addition have attached all matured 
Coupons in default appertaining thereto. In case a bearer Debt Security is surrendered in exchange for a 
registered Debt Security after the close of business on any Regular Record Date and before the opening of 
business on the next succeeding Interest Payment Date, such bearer Debt 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 Debt Security issued in exchange for such bearer Debt Security, but will be 
payable only to the Holder of such Coupon when due.  
Except as otherwise specified pursuant to Section 3.01, the Company shall cause to be kept in the principal 
corporate trust office of the Trustee a register (the register maintained in such office and in any other office or 
agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "DEBT 
SECURITY REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company 
shall provide for the registration of registered Debt Securities and of transfers of such Debt Securities. The 
Trustee is hereby appointed "DEBT SECURITY REGISTRAR" for the purpose of registering Debt Securities in 
registered form and transfers of Debt Securities in registered form as herein provided.  
Registered Debt Securities shall be transferable only on the Debt Security Register. Upon surrender for 
registration of transfer of any registered Debt Security of any series at an office or agency of the Company 
designated pursuant to Section 10.02 for such purpose, the Company shall execute, and the Trustee shall 
authenticate and deliver, in the name of the designated transferee or  
31  
transferees, one or more new registered Debt Securities of the same series of any authorized denominations 
containing identical terms and provisions, of a like aggregate principal amount.  
Bearer Debt Securities and Coupons shall be transferable by delivery.  
All Debt Securities and any Coupons issued upon any registration of transfer or exchange of Debt Securities shall 
be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this 
Indenture, as the Debt Securities and any Coupons surrendered upon such registration of transfer or exchange.  
Every registered Debt Security presented or surrendered for registration of transfer or for exchange shall (if so 
required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of 
transfer in form satisfactory to the Company and the Debt Security Registrar duly executed, by the registered 
Holder thereof or his attorney duly authorized in writing.  
No service charge shall be made for any registration of transfer or exchange of Debt 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 Debt Securities, other than exchanges pursuant to 
Section 3.04, 9.06 or 11.07 not involving any transfer.  
The Company shall not be required (i) to issue, register the transfer of or exchange any Debt Security of any 
series during a period beginning at the opening of business 15 days before the day of the giving of a notice of 
redemption of Debt Securities of such series selected for redemption under  

transferees, one or more new registered Debt Securities of the same series of any authorized denominations 
containing identical terms and provisions, of a like aggregate principal amount.  
Bearer Debt Securities and Coupons shall be transferable by delivery.  
All Debt Securities and any Coupons issued upon any registration of transfer or exchange of Debt Securities shall 
be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this 
Indenture, as the Debt Securities and any Coupons surrendered upon such registration of transfer or exchange.  
Every registered Debt Security presented or surrendered for registration of transfer or for exchange shall (if so 
required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of 
transfer in form satisfactory to the Company and the Debt Security Registrar duly executed, by the registered 
Holder thereof or his attorney duly authorized in writing.  
No service charge shall be made for any registration of transfer or exchange of Debt 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 Debt Securities, other than exchanges pursuant to 
Section 3.04, 9.06 or 11.07 not involving any transfer.  
The Company shall not be required (i) to issue, register the transfer of or exchange any Debt Security of any 
series during a period beginning at the opening of business 15 days before the day of the giving of a notice of 
redemption of Debt Securities of such series selected for redemption under  
Section 11.03 and ending at the close of business on the day of the giving of such notice, or (ii) to register the 
transfer of or exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed 
portion of any Debt Securities being redeemed in part.  
Notwithstanding anything herein or in the terms of any series of Debt Securities to the contrary, neither the 
Company nor the Trustee (which may conclusively rely on an Officer's Certificate or an Opinion of counsel) shall 
be required to exchange any bearer Debt Security for a registered Debt Security or any registered Debt Security 
for a bearer Debt Security if such exchange would in the opinion of the Company result in any adverse tax 
consequence to the Company under applicable tax laws.  
SECTION 3.06. MUTILATED, DESTROYED, LOST AND STOLEN DEBT SECURITIES. If any mutilated 
Debt Security or Coupon (including any Global Security) is  
32  
surrendered to the Trustee, the Company may execute and the Trustee shall, in the case of a Debt Security, 
authenticate and deliver, or in the case of a Coupon deliver, in exchange therefor a new Debt Security or Coupon 
of the same series containing identical terms and provisions and of like amount, and bearing a number not 
contemporaneously outstanding; PROVIDED that if such new Debt Security is in bearer form, such Debt 
Security or Coupon, if any, shall be delivered only outside the United States.  
If there shall be delivered to the Company and to the Trustee (a) evidence to their satisfaction of the destruction, 
loss or theft of any Debt Security (including any Global Security) or Coupon, if any, and (b) such security or 
indemnity as may be required by them to save each of them and any agent of any of them harmless, then, in the 
absence of notice to the Company or the Trustee that such Debt Security or Coupon, if any, has been acquired 
by a bona fide purchaser, the Company shall execute and upon its written request the Trustee shall authenticate 
and deliver, or in the case of a Coupon deliver, in lieu of any such destroyed, lost or stolen Debt Security or 
Coupon, if any, a new Debt Security or Coupon, if any, of the same series containing identical terms and 
provisions and of like amount, and bearing a number not contemporaneously outstanding; PROVIDED that if 
such new Debt Security is in bearer form, such Debt Security or Coupon, if any, shall be delivered only outside 
the United States.  
In case any such mutilated, destroyed, lost or stolen Debt Security or Coupon, if any, has become or is about to 
become due and payable, the Company in its discretion may, instead of issuing a new Debt Security or Coupon, 
if any, pay such Debt Security or any Coupon; PROVIDED, HOWEVER, that principal of (and premium, if any) 
and any interest on Debt Securities in bearer form shall, except as otherwise provided in Section 10.02, be 

surrendered to the Trustee, the Company may execute and the Trustee shall, in the case of a Debt Security, 
authenticate and deliver, or in the case of a Coupon deliver, in exchange therefor a new Debt Security or Coupon 
of the same series containing identical terms and provisions and of like amount, and bearing a number not 
contemporaneously outstanding; PROVIDED that if such new Debt Security is in bearer form, such Debt 
Security or Coupon, if any, shall be delivered only outside the United States.  
If there shall be delivered to the Company and to the Trustee (a) evidence to their satisfaction of the destruction, 
loss or theft of any Debt Security (including any Global Security) or Coupon, if any, and (b) such security or 
indemnity as may be required by them to save each of them and any agent of any of them harmless, then, in the 
absence of notice to the Company or the Trustee that such Debt Security or Coupon, if any, has been acquired 
by a bona fide purchaser, the Company shall execute and upon its written request the Trustee shall authenticate 
and deliver, or in the case of a Coupon deliver, in lieu of any such destroyed, lost or stolen Debt Security or 
Coupon, if any, a new Debt Security or Coupon, if any, of the same series containing identical terms and 
provisions and of like amount, and bearing a number not contemporaneously outstanding; PROVIDED that if 
such new Debt Security is in bearer form, such Debt Security or Coupon, if any, shall be delivered only outside 
the United States.  
In case any such mutilated, destroyed, lost or stolen Debt Security or Coupon, if any, has become or is about to 
become due and payable, the Company in its discretion may, instead of issuing a new Debt Security or Coupon, 
if any, pay such Debt Security or any Coupon; PROVIDED, HOWEVER, that principal of (and premium, if any) 
and any interest on Debt Securities in bearer form shall, except as otherwise provided in Section 10.02, be 
payable only at an office or agency located outside the United States and, unless otherwise specified as 
contemplated by Section 3.01, any interest on Debt Securities in bearer form shall be payable only upon 
presentation and surrender of the Coupons, if any, appertaining thereto.  
Upon the issuance of any new Debt Security or any Coupon 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 Debt Security or Coupon of any series issued pursuant to this  
Section in lieu of any destroyed, lost or stolen Debt Security or Coupon shall constitute an original additional 
contractual obligation of the Company, whether or not the destroyed, lost or stolen Debt Security or Coupon 
shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture  
33  
equally and proportionately with any and all other Debt Securities and Coupons, if any, of that series 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 Debt Securities or Coupons.  
SECTION 3.07. PAYMENT; INTEREST RIGHTS PRESERVED. (a) Except as otherwise provided as 
contemplated by Section 3.01 with respect to any series of Debt Securities, interest on any series of Debt 
Securities which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be 
paid, (i) in the case of definitive Debt Securities in registered form, to the Person in whose name that Debt 
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record 
Date for such interest and, at the option of the Company, may be paid by check mailed to the address of the 
Person as it appears in the Debt Security Register, (ii) in the case of definitive Debt Securities in bearer form, 
upon presentation and surrender outside of the United States of the Coupon appertaining thereto to a Paying 
Agent of the Company in respect of the payment of interest to be paid on such Interest Payment Date or (iii) in 
the case of Global Securities held by any Holder, to the Holder including through a Paying Agent of the Company 
designated pursuant to Section 3.01 by wire transfer of same-day funds to the Holder or, at the option of the 
Company, by check mailed to the address of the Holder as it appears in the Debt Security Register.  
(b) Any interest on any Debt Security of any series which is payable, but is not punctually paid or duly provided 
for, on any Interest Payment Date (herein called "DEFAULTED INTEREST") shall forthwith cease to be 
payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such 

equally and proportionately with any and all other Debt Securities and Coupons, if any, of that series 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 Debt Securities or Coupons.  
SECTION 3.07. PAYMENT; INTEREST RIGHTS PRESERVED. (a) Except as otherwise provided as 
contemplated by Section 3.01 with respect to any series of Debt Securities, interest on any series of Debt 
Securities which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be 
paid, (i) in the case of definitive Debt Securities in registered form, to the Person in whose name that Debt 
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record 
Date for such interest and, at the option of the Company, may be paid by check mailed to the address of the 
Person as it appears in the Debt Security Register, (ii) in the case of definitive Debt Securities in bearer form, 
upon presentation and surrender outside of the United States of the Coupon appertaining thereto to a Paying 
Agent of the Company in respect of the payment of interest to be paid on such Interest Payment Date or (iii) in 
the case of Global Securities held by any Holder, to the Holder including through a Paying Agent of the Company 
designated pursuant to Section 3.01 by wire transfer of same-day funds to the Holder or, at the option of the 
Company, by check mailed to the address of the Holder as it appears in the Debt Security Register.  
(b) Any interest on any Debt Security of any series which is payable, but is not punctually paid or duly provided 
for, on any Interest Payment Date (herein called "DEFAULTED INTEREST") shall forthwith cease to be 
payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such 
Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (i) or (ii) 
below:  
(i) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Debt 
Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a 
date for the payment of such Defaulted Interest (a "SPECIAL RECORD DATE"), 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 Debt Security of such series and the date of the proposed payment, and at the same time the 
Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid 
in respect of such Defaulted Interest or shall make arrangements reasonably satisfactory to the Trustee for such 
deposit  
34  
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 provided in this clause. Thereupon the Trustee shall fix a Special 
Record Date for the payment of such Defaulted Interest in respect of registered Debt Securities of such series 
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 in 
the manner and to the extent provided in Section 1.06, not less than 10 days prior to such Special Record Date. 
Notice of the proposed payment of such Defaulted Interest on the Debt Securities of such series and the Special 
Record Date therefor having been so given, such Defaulted Interest on the Debt Securities of such series shall be 
paid (X) in the case of registered Debt Securities, to the Persons in whose names such Debt Securities (or their 
respective Predecessor Securities) are registered in the Debt Security Register at the close of business on such 
Special Record Date, and (Y) in the case of bearer Debt Securities upon presentation and surrender outside the 
United States of the matured Coupons appertaining thereto, on the date for payment of such Defaulted Interest 
specified in the notice, and, in each case, shall no longer be payable pursuant to the following clause (ii).  
(ii) The Company may make payment of any Defaulted Interest on the Debt Securities of any series in any other 
lawful manner not inconsistent with the requirements of any securities exchange on which such Debt 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.  

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 provided in this clause. Thereupon the Trustee shall fix a Special 
Record Date for the payment of such Defaulted Interest in respect of registered Debt Securities of such series 
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 in 
the manner and to the extent provided in Section 1.06, not less than 10 days prior to such Special Record Date. 
Notice of the proposed payment of such Defaulted Interest on the Debt Securities of such series and the Special 
Record Date therefor having been so given, such Defaulted Interest on the Debt Securities of such series shall be 
paid (X) in the case of registered Debt Securities, to the Persons in whose names such Debt Securities (or their 
respective Predecessor Securities) are registered in the Debt Security Register at the close of business on such 
Special Record Date, and (Y) in the case of bearer Debt Securities upon presentation and surrender outside the 
United States of the matured Coupons appertaining thereto, on the date for payment of such Defaulted Interest 
specified in the notice, and, in each case, shall no longer be payable pursuant to the following clause (ii).  
(ii) The Company may make payment of any Defaulted Interest on the Debt Securities of any series in any other 
lawful manner not inconsistent with the requirements of any securities exchange on which such Debt 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 3.07, each Debt Security delivered under this Indenture upon 
registration of transfer of or in exchange for or in lieu of any other Debt Security shall carry the rights to interest 
accrued and unpaid, which were carried by such other Debt Security.  
SECTION 3.08. PERSONS DEEMED OWNERS. Prior to due presentment of a registered Debt Security for 
registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the 
Person in whose name such Debt Security is registered as the owner of such Debt Security for the purpose of 
receiving payment of principal of (and premium, if any) and (subject to Section 3.05 and Section 3.07) interest, if 
any, on such Debt Security and for all other  
35  
purposes whatsoever, whether or not such Debt 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.  
The Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of any bearer Debt 
Security or any Coupon as the absolute owner of such Debt Security or Coupon, as the case may be, for any 
purpose, including for the purpose of receiving payment of principal of (and premium, if any) and interest, if any, 
on such Debt Security or payment of such Coupon, as the case may be, and for all other purposes whatsoever, 
whether or not such Debt 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.  
SECTION 3.09. CANCELLATION. All Debt Securities and Coupons surrendered for payment, redemption, 
registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any 
Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company 
may at any time deliver to the Trustee for cancellation any Debt Securities previously authenticated and delivered 
hereunder and Coupons 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 Debt Securities previously 
authenticated hereunder and Coupons which the Company has not issued and sold, and all Debt Securities and 
Coupons so delivered shall be promptly cancelled by the Trustee. No Debt Securities shall be authenticated in 
lieu of or in exchange for any Debt Securities cancelled as provided in this Section, except as expressly permitted 
by the provisions of the Debt Securities of any series or pursuant to the provisions of this Indenture. The Trustee 
shall deliver to the Company all cancelled Debt Securities and Coupons held by the Trustee.  
SECTION 3.10. COMPUTATION OF INTEREST. Except as otherwise specified pursuant to Section 3.01 
for Debt Securities of any series, payments of interest on the Debt Securities of each series shall be computed on 

purposes whatsoever, whether or not such Debt 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.  
The Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of any bearer Debt 
Security or any Coupon as the absolute owner of such Debt Security or Coupon, as the case may be, for any 
purpose, including for the purpose of receiving payment of principal of (and premium, if any) and interest, if any, 
on such Debt Security or payment of such Coupon, as the case may be, and for all other purposes whatsoever, 
whether or not such Debt 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.  
SECTION 3.09. CANCELLATION. All Debt Securities and Coupons surrendered for payment, redemption, 
registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any 
Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company 
may at any time deliver to the Trustee for cancellation any Debt Securities previously authenticated and delivered 
hereunder and Coupons 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 Debt Securities previously 
authenticated hereunder and Coupons which the Company has not issued and sold, and all Debt Securities and 
Coupons so delivered shall be promptly cancelled by the Trustee. No Debt Securities shall be authenticated in 
lieu of or in exchange for any Debt Securities cancelled as provided in this Section, except as expressly permitted 
by the provisions of the Debt Securities of any series or pursuant to the provisions of this Indenture. The Trustee 
shall deliver to the Company all cancelled Debt Securities and Coupons held by the Trustee.  
SECTION 3.10. COMPUTATION OF INTEREST. Except as otherwise specified pursuant to Section 3.01 
for Debt Securities of any series, payments of interest on the Debt Securities of each series shall be computed on 
the basis of a 360-day year of twelve 30-day months.  
SECTION 3.11. CUSIP NUMBERS. The Company in issuing any series of the Debt Securities may use 
CUSIP numbers or any other type of designating number of a similar nature, including common codes and ISIN, 
if then generally in use, and thereafter with respect to such series, the Trustee shall use such numbers in any notice 
of redemption with respect to such series; PROVIDED that any such notice shall state that no representation is 
made as to the correctness of such numbers either as printed on the Debt Securities or as contained in any notice 
of a redemption and that reliance may be placed only on the other identification  
36  
numbers printed on the Debt Securities, and any such redemption shall not be affected by any defect in or 
omission of such numbers. The Company will promptly notify the Trustee of any change in the CUSIP numbers.  
SECTION 3.12. COMPLIANCE WITH CERTAIN LAWS AND REGULATIONS. If any bearer Debt 
Securities are to be issued in a series, the Company will make arrangements reasonably designed pursuant to then 
applicable laws and regulations, if any, to ensure that bearer Debt Securities are offered and sold (or resold in 
connection with the original issuance) only outside the United States and only to Persons who are not U.S. 
Persons or Persons who have purchased for resale to any U.S. Person.  
ARTICLE 4  
SATISFACTION AND DISCHARGE  
SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture shall upon 
Company Request cease to be of further effect with respect to Debt Securities of any series (except as to any 
surviving rights of registration of transfer or exchange of Debt Securities and Coupons, if any, of such series 
herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments 
acknowledging satisfaction and discharge of this Indenture with respect to the Debt Securities of such series when 
(a) either  
(i) all Debt Securities of such series theretofore authenticated and delivered and all Coupons, if any, appertaining 
thereto (other than  
(x) Debt Securities and Coupons, if any, which have been destroyed, lost or stolen and which have been 

numbers printed on the Debt Securities, and any such redemption shall not be affected by any defect in or 
omission of such numbers. The Company will promptly notify the Trustee of any change in the CUSIP numbers.  
SECTION 3.12. COMPLIANCE WITH CERTAIN LAWS AND REGULATIONS. If any bearer Debt 
Securities are to be issued in a series, the Company will make arrangements reasonably designed pursuant to then 
applicable laws and regulations, if any, to ensure that bearer Debt Securities are offered and sold (or resold in 
connection with the original issuance) only outside the United States and only to Persons who are not U.S. 
Persons or Persons who have purchased for resale to any U.S. Person.  
ARTICLE 4  
SATISFACTION AND DISCHARGE  
SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture shall upon 
Company Request cease to be of further effect with respect to Debt Securities of any series (except as to any 
surviving rights of registration of transfer or exchange of Debt Securities and Coupons, if any, of such series 
herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments 
acknowledging satisfaction and discharge of this Indenture with respect to the Debt Securities of such series when 
(a) either  
(i) all Debt Securities of such series theretofore authenticated and delivered and all Coupons, if any, appertaining 
thereto (other than  
(x) Debt Securities and Coupons, if any, which have been destroyed, lost or stolen and which have been 
replaced or paid as provided in  
Section 3.06 and (y) Debt Securities or Coupons 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 10.03) have been delivered to the Trustee for cancellation; or  
(ii) all such Debt Securities and Coupons, if any, not theretofore delivered to the Trustee for cancellation  
(A) have become due and payable or will become due and payable at their Stated Maturity within one year, or  
(B) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving 
of notice of  
37  
redemption by the Trustee in the name, and at the expense, of the Company,  
and the Company has deposited or caused to be deposited with the Trustee, as trust funds in trust for the 
purpose, an amount in cash, or U.S. Government Obligations (with respect to Debt Securities denominated in 
Dollars) or Foreign Government Securities or the equivalent in U.S. Government Securities with appropriate 
currency hedging agreements in place (with respect to Debt Securities denominated in the same Foreign 
Currency) maturing as to principal and interest in such amounts and at such times as will ensure the availability of 
cash sufficient to pay and discharge all claims with respect to such Debt Securities and Coupons not theretofore 
delivered to the Trustee for cancellation, for principal (and premium, if any) and accrued interest, if any, to the 
date of such deposit (in the case of Debt Securities and Coupons which have become due and payable) or to the 
Stated Maturity or Redemption Date, as the case may be; PROVIDED that in the case of the deposit of U.S. 
Government Securities to satisfy obligations denominated in a Foreign Currency, the adequacy of such amount 
shall be certified by an internationally recognized firm of independent public accountants;  
(b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect 
to the Debt Securities of such series; and  
(c) the Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that 
all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with 
respect to the Debt Securities of such series have been complied with.  

redemption by the Trustee in the name, and at the expense, of the Company,  
and the Company has deposited or caused to be deposited with the Trustee, as trust funds in trust for the 
purpose, an amount in cash, or U.S. Government Obligations (with respect to Debt Securities denominated in 
Dollars) or Foreign Government Securities or the equivalent in U.S. Government Securities with appropriate 
currency hedging agreements in place (with respect to Debt Securities denominated in the same Foreign 
Currency) maturing as to principal and interest in such amounts and at such times as will ensure the availability of 
cash sufficient to pay and discharge all claims with respect to such Debt Securities and Coupons not theretofore 
delivered to the Trustee for cancellation, for principal (and premium, if any) and accrued interest, if any, to the 
date of such deposit (in the case of Debt Securities and Coupons which have become due and payable) or to the 
Stated Maturity or Redemption Date, as the case may be; PROVIDED that in the case of the deposit of U.S. 
Government Securities to satisfy obligations denominated in a Foreign Currency, the adequacy of such amount 
shall be certified by an internationally recognized firm of independent public accountants;  
(b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect 
to the Debt Securities of such series; and  
(c) the Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that 
all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with 
respect to the Debt Securities of such series have been complied with.  
Notwithstanding any satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee 
under Section 6.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if cash, 
U.S. Government Obligations and/or Foreign Government Securities shall have been deposited with the Trustee 
pursuant to subclause (ii) of clause 4.01(a) of this Section, the obligations of the Trustee under Section 4.03 and 
the last paragraph of Section 10.03 shall survive such satisfaction and discharge.  
SECTION 4.02. DEFEASANCE UPON DEPOSIT OF MONEYS, U.S. GOVERNMENT OBLIGATIONS 
OR FOREIGN GOVERNMENT SECURITIES. Unless it is otherwise provided as contemplated by Section 
3.01, then notwithstanding Section 4.01, at the Company's option, either (a) the Company shall be deemed to 
have been Discharged (as defined below) from its obligations with respect to any series of Debt Securities on the 
91st day after the applicable conditions set forth below have been satisfied, or (b) the Company shall cease to be 
under any obligation to comply with any term, provision or condition set forth in Article 8 or Article 10  
38  
(but only those so set forth) with respect to any series of Debt Securities or such other covenants as shall be set 
forth in any supplemental indenture with respect to such series of Debt Securities at any time after the applicable 
conditions set forth below have been satisfied:  
(i) the Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in 
trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely 
to the benefit of the Holders of the Debt Securities of such series (x) in the case of Debt Securities of such series 
denominated in U.S. dollars, U.S. money and/or U.S. Government Obligations, PROVIDED, HOWEVER, that 
in the case of Debt Securities of any series issued in whole or in part in bearer form, not more than 50% 
(determined with respect to both value and income) of the deposited collateral shall consist of U.S. Government 
Obligations, or (y) in the case of Debt Securities of such series denominated in a Foreign Currency, money 
and/or Foreign Government Securities in the same Foreign Currency or the equivalent in U.S. Government 
Securities with appropriate currency hedging agreements in place, which through the payment of interest and 
principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming 
no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of 
money, an amount in cash to pay and discharge each installment of principal (including any mandatory sinking 
fund or analogous payments) of and any interest on all the Debt Securities of such series on the dates such 
installments of interest or principal are due;  
(ii) in the case of the Debt Securities of such series being Discharged pursuant to Section 4.02(a) only, the 
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Debt 
Securities of such series will not recognize income, gain or loss for United States Federal income tax purposes as 

(but only those so set forth) with respect to any series of Debt Securities or such other covenants as shall be set 
forth in any supplemental indenture with respect to such series of Debt Securities at any time after the applicable 
conditions set forth below have been satisfied:  
(i) the Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in 
trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely 
to the benefit of the Holders of the Debt Securities of such series (x) in the case of Debt Securities of such series 
denominated in U.S. dollars, U.S. money and/or U.S. Government Obligations, PROVIDED, HOWEVER, that 
in the case of Debt Securities of any series issued in whole or in part in bearer form, not more than 50% 
(determined with respect to both value and income) of the deposited collateral shall consist of U.S. Government 
Obligations, or (y) in the case of Debt Securities of such series denominated in a Foreign Currency, money 
and/or Foreign Government Securities in the same Foreign Currency or the equivalent in U.S. Government 
Securities with appropriate currency hedging agreements in place, which through the payment of interest and 
principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming 
no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of 
money, an amount in cash to pay and discharge each installment of principal (including any mandatory sinking 
fund or analogous payments) of and any interest on all the Debt Securities of such series on the dates such 
installments of interest or principal are due;  
(ii) in the case of the Debt Securities of such series being Discharged pursuant to Section 4.02(a) only, the 
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Debt 
Securities of such series will not recognize income, gain or loss for United States Federal income tax purposes as 
a result of the Company's exercise of its option under  
Section 4.02(a) above and will be subject to United States Federal income tax on the same amount and in the 
same manner and at the same times as would have been the case if such option had not been exercised, which 
opinion shall be based on a published ruling or ruling received by the Company from the United States Internal 
Revenue Service or a change in the applicable United States Federal income tax law;  
(iii) in the case of the Debt Securities of such series being Discharged pursuant to Section 4.02(b) only, the 
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Debt 
Securities of such series will not recognize income, gain or loss for United States Federal income tax purposes as 
a result of the Company's exercise of its option under Section 4.02(b) above and will be subject to United States 
Federal income tax on the same amount  
39  
and in the same manner and at the same times as would have been the case if such option had not been 
exercised;  
(iv) no Event of Default or any event which after notice or lapse of time or both, would become an Event of 
Default with respect to the Debt Securities of that series shall have occurred and be continuing on the date of 
such deposit;  
(v) such Discharge shall not result in a breach or violation of, or constitute a default under, any other agreement or 
instrument to which the Company is a party or by which it is bound;  
(vi) the Company shall have delivered to the Trustee an Officer's Certificate to the effect that neither such Debt 
Securities nor any other Debt Securities of the same series, if then listed on the New York Stock Exchange, will 
be delisted as a result of such deposit; and  
(vii) the Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each 
stating that all conditions precedent provided for under Section 4.02(a) or 4.02(b) (as the case may be) have 
been complied with.  
"DISCHARGED" means that the Company shall be deemed to have paid and discharged the entire indebtedness 
represented by and obligations under the Debt Securities of such series and to have satisfied all the obligations 
under this Indenture relating to the Debt Securities of such series, including obligations under any guarantee issued 
in accordance with Section 8.03(a) hereof (and the Trustee at the expense of the Company shall execute proper 

and in the same manner and at the same times as would have been the case if such option had not been 
exercised;  
(iv) no Event of Default or any event which after notice or lapse of time or both, would become an Event of 
Default with respect to the Debt Securities of that series shall have occurred and be continuing on the date of 
such deposit;  
(v) such Discharge shall not result in a breach or violation of, or constitute a default under, any other agreement or 
instrument to which the Company is a party or by which it is bound;  
(vi) the Company shall have delivered to the Trustee an Officer's Certificate to the effect that neither such Debt 
Securities nor any other Debt Securities of the same series, if then listed on the New York Stock Exchange, will 
be delisted as a result of such deposit; and  
(vii) the Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each 
stating that all conditions precedent provided for under Section 4.02(a) or 4.02(b) (as the case may be) have 
been complied with.  
"DISCHARGED" means that the Company shall be deemed to have paid and discharged the entire indebtedness 
represented by and obligations under the Debt Securities of such series and to have satisfied all the obligations 
under this Indenture relating to the Debt Securities of such series, including obligations under any guarantee issued 
in accordance with Section 8.03(a) hereof (and the Trustee at the expense of the Company shall execute proper 
instruments acknowledging the same), except (A) the rights of Holders of Debt Securities of such series to 
receive from the trust fund described in subclause (i) above payment of the principal of and any interest on such 
Debt Securities when such payments are due; (B) the Company's obligations with respect to such Debt Securities 
under Sections 3.05, 3.06, 4.06 and 10.02; and (C) the rights, powers, trust, duties and immunities of the 
Trustee hereunder.  
SECTION 4.03. APPLICATION OF TRUST MONEY. Subject to the provisions of the last paragraph of 
Section 10.03, all cash, U.S. Government Obligations and Foreign Government Securities deposited with the 
Trustee pursuant to Section 4.01 or 4.02 shall be held in trust and such cash and the proceeds from such U.S. 
Government Obligations and/or Foreign Government Securities shall be applied by it, in accordance with the 
provisions of the Debt Securities of such series, any Coupons appertaining thereto and this Indenture, to the 
payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the 
Trustee may determine, to the Persons entitled thereto, of the principal (and  
40  
premium, if any) and interest for the payment of which such cash, U.S. Government Obligations and/or Foreign 
Government Securities have been deposited with or received by the Trustee or to make mandatory sinking fund 
or analogous payments as contemplated by Section 4.01 or 4.02.  
SECTION 4.04. REPAYMENT TO COMPANY. The Trustee and any Paying Agent promptly shall pay to the 
Company upon Company Request any excess money, U.S. Government Obligations and/or Foreign Government 
Securities held by them at any time with respect to any series of Debt Securities.  
SECTION 4.05. INDEMNITY FOR U.S. GOVERNMENT OBLIGATIONS AND FOREIGN 
GOVERNMENT SECURITIES. The Company shall pay and shall indemnify the Trustee against any tax, fee or 
other charge imposed on or assessed against U.S. Government Obligations or Foreign Government Securities or 
the principal and interest received on such U.S. Government Obligations or Foreign Government Securities 
deposited pursuant to Section 4.01 or 4.02 in respect of any series of Debt Securities.  
SECTION 4.06. REINSTATEMENT. If the Trustee or any Paying Agent is unable to apply any money, U.S. 
Government Obligations and/or Foreign Government Securities deposited in trust in accordance with Section 
4.01 or 4.02 by reason of any legal proceeding or by reason of any order or judgment of any court or 
governmental authority located within the United States and having jurisdiction in the premises, enjoining, 
restraining or otherwise prohibiting such application (including any such order or judgment requiring the payment 
of money, U.S. Government Obligations and/or Foreign Government Securities to the Company), the obligations 

premium, if any) and interest for the payment of which such cash, U.S. Government Obligations and/or Foreign 
Government Securities have been deposited with or received by the Trustee or to make mandatory sinking fund 
or analogous payments as contemplated by Section 4.01 or 4.02.  
SECTION 4.04. REPAYMENT TO COMPANY. The Trustee and any Paying Agent promptly shall pay to the 
Company upon Company Request any excess money, U.S. Government Obligations and/or Foreign Government 
Securities held by them at any time with respect to any series of Debt Securities.  
SECTION 4.05. INDEMNITY FOR U.S. GOVERNMENT OBLIGATIONS AND FOREIGN 
GOVERNMENT SECURITIES. The Company shall pay and shall indemnify the Trustee against any tax, fee or 
other charge imposed on or assessed against U.S. Government Obligations or Foreign Government Securities or 
the principal and interest received on such U.S. Government Obligations or Foreign Government Securities 
deposited pursuant to Section 4.01 or 4.02 in respect of any series of Debt Securities.  
SECTION 4.06. REINSTATEMENT. If the Trustee or any Paying Agent is unable to apply any money, U.S. 
Government Obligations and/or Foreign Government Securities deposited in trust in accordance with Section 
4.01 or 4.02 by reason of any legal proceeding or by reason of any order or judgment of any court or 
governmental authority located within the United States and having jurisdiction in the premises, enjoining, 
restraining or otherwise prohibiting such application (including any such order or judgment requiring the payment 
of money, U.S. Government Obligations and/or Foreign Government Securities to the Company), the obligations 
of the Company under this Indenture and the Debt Securities of such series shall be revived and reinstated as 
though no deposit had occurred pursuant to Section 4.01 or 4.02, until such time as the Trustee or Paying Agent 
is permitted to apply all such money, U.S. Government Obligations and/or Foreign Government Securities, 
PROVIDED, HOWEVER, that if the Company has made any payment of any interest on or principal of any 
Debt Securities of such series because of the reinstatement of its obligations, the Company shall be subrogated to 
the rights of the holders of the Debt Securities of such series to receive such payment from the money, U.S. 
Government Obligations and/or Foreign Government Securities held by the Trustee pursuant to Section 4.01 or 
4.02.  
SECTION 4.07. RETURN OF UNCLAIMED MONEY. Any money deposited with or paid to the Trustee or 
Paying Agent for payment of the principal of (premium, if any), or any interest on, the Debt Securities of such 
series and not applied but remaining unclaimed by the Holders, any Agent Members or the beneficial owners or 
holders of the Debt Securities of such series after two years from the date of receipt thereof shall be repaid to the 
Company by the Trustee or Paying  
41  
Agent on demand; and the Holder, any Agent Members or the beneficial owners or holders of any of such Debt 
Securities shall thereafter look only to the Company for any payment which such Holder, Agent Member or 
beneficial owner or holder may be entitled to collect, subject to applicable abandoned property law.  
ARTICLE 5  
REMEDIES  
SECTION 5.01. EVENTS OF DEFAULT. "EVENT OF DEFAULT", wherever used herein with respect to 
Debt Securities of a particular series, shall have the meaning set forth in one or more supplemental indentures 
relating to such series and issued in accordance with Section 3.01.  
SECTION 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. Unless 
otherwise specified in a supplemental indenture issued in accordance with  
Section 3.01, if an Event of Default occurs with respect to Debt Securities of any series and is continuing, then in 
every such case the Trustee or the Holder or Holders of not less than 25% in aggregate principal amount of the 
Outstanding Debt Securities of such series may declare the principal amount of (or, in the case of Discount 
Securities, the accreted face amount together with accrued interest, if any, on) all the Debt 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 
such Holder or Holders), and upon any such declaration such principal amount (or specified amount) shall 
become immediately due and payable.  

Agent on demand; and the Holder, any Agent Members or the beneficial owners or holders of any of such Debt 
Securities shall thereafter look only to the Company for any payment which such Holder, Agent Member or 
beneficial owner or holder may be entitled to collect, subject to applicable abandoned property law.  
ARTICLE 5  
REMEDIES  
SECTION 5.01. EVENTS OF DEFAULT. "EVENT OF DEFAULT", wherever used herein with respect to 
Debt Securities of a particular series, shall have the meaning set forth in one or more supplemental indentures 
relating to such series and issued in accordance with Section 3.01.  
SECTION 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. Unless 
otherwise specified in a supplemental indenture issued in accordance with  
Section 3.01, if an Event of Default occurs with respect to Debt Securities of any series and is continuing, then in 
every such case the Trustee or the Holder or Holders of not less than 25% in aggregate principal amount of the 
Outstanding Debt Securities of such series may declare the principal amount of (or, in the case of Discount 
Securities, the accreted face amount together with accrued interest, if any, on) all the Debt 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 
such Holder or Holders), and upon any such declaration such principal amount (or specified amount) shall 
become immediately due and payable.  
At any time after such a declaration of acceleration with respect to Debt Securities of any series has been made 
but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in 
this Article provided, the Holder or Holders of a majority in aggregate principal amount of the Outstanding Debt 
Securities of such series, by written notice to the Company and the Trustee, may rescind or annul such 
declaration of acceleration and its consequences (including any Event of Default under another series of Debt 
Securities arising therefrom) but only if  
(a) the Company has paid or deposited with the Trustee a sum sufficient to pay  
(i) the principal of (and premium, if any, on) any Debt Securities of such series which have become due otherwise 
than by such declaration of acceleration and any due and payable interest, and overdue interest, if any, thereon at 
the rate or rates prescribed therefor in such Debt Securities,  
42  
(ii) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates 
prescribed therefor in such Debt Securities, and  
(iii) 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  
(b) all Events of Default with respect to Debt Securities of such series, other than the non-payment of amounts 
due on such Debt Securities of such series which have become due solely by such declaration of acceleration, 
have been cured or waived as provided in Section 5.14.  
No such rescission or annulment shall affect any subsequent default or impair any right consequent thereon.  
SECTION 5.03. DEFAULTS. "DEFAULT", wherever used herein with respect to Debt Securities of a 
particular series, shall have the meaning set forth in one or more supplemental indentures relating to such series 
and issued in accordance with Section 3.01.  
SECTION 5.04. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY 
TRUSTEE. Except as otherwise provided in any supplemental indenture issued in accordance with Section 3.01, 
if (a) default is made in the payment of any interest on any Debt Security when such interest becomes due and 
payable and such default continues for a period of 30 days; or (b) default is made in the payment of principal of 
(or premium, if any, on) any Debt Security and Coupon at the Maturity thereof and such default continues for a 

(ii) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates 
prescribed therefor in such Debt Securities, and  
(iii) 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  
(b) all Events of Default with respect to Debt Securities of such series, other than the non-payment of amounts 
due on such Debt Securities of such series which have become due solely by such declaration of acceleration, 
have been cured or waived as provided in Section 5.14.  
No such rescission or annulment shall affect any subsequent default or impair any right consequent thereon.  
SECTION 5.03. DEFAULTS. "DEFAULT", wherever used herein with respect to Debt Securities of a 
particular series, shall have the meaning set forth in one or more supplemental indentures relating to such series 
and issued in accordance with Section 3.01.  
SECTION 5.04. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY 
TRUSTEE. Except as otherwise provided in any supplemental indenture issued in accordance with Section 3.01, 
if (a) default is made in the payment of any interest on any Debt Security when such interest becomes due and 
payable and such default continues for a period of 30 days; or (b) default is made in the payment of principal of 
(or premium, if any, on) any Debt Security and Coupon at the Maturity thereof and such default continues for a 
period of 7 days, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such 
Debt Securities and the holders of any Coupons appertaining thereto, the whole amount then due and payable on 
such Debt Securities and Coupons for principal (and premium, if any) and interest, if any, and interest on any 
overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally 
enforceable, interest on any overdue interest, at the rate or rates prescribed therefor in such Debt 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; PROVIDED, however, that such payments with respect to Subordinated Debt Securities issued 
hereunder shall be subject to the subordination provisions set forth herein or in any supplemental indenture with 
respect to any series of Subordinated Debt Securities.  
43  
If an Event of Default with respect to Debt 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 Debt Securities of such series 
and holders of any Coupons appertaining thereto by such appropriate judicial proceedings as are necessary 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, including 
the institution of proceedings for the winding-up of the Company; PROVIDED that such action as it relates to 
any series of Subordinated Debt Securities issued hereunder shall be subject to the subordination provisions set 
forth herein or in any supplemental indenture with respect to such series.  
Notwithstanding the foregoing, the provisions of this Section 5.04, as they relate to Subordinated Debt Securities 
issued hereunder, are subject to the provisions of Section 12.01.  
SECTION 5.05. TRUSTEE MAY FILE PROOFS OF CLAIM. To the extent permitted by applicable law, in 
case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, 
adjustment, composition, winding-up or other judicial proceeding relative to the Company or any other obligor 
upon the Debt Securities of any series or to the property of the Company or such other obligor or their creditors 
(other than under or in connection with a scheme of amalgamation, consolidation, merger, arrangements or 
reconstruction or other combination not involving bankruptcy or insolvency), the Trustee (irrespective of whether 
the principal of the Debt Securities of such series shall then be due and payable as therein expressed or by 
declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company 
for the payment of overdue principal (and premium, if any) or interest, if any) shall be entitled and empowered, by 
intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act 
in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, to the extent 
permitted by applicable law, the Trustee shall be authorized to collect and receive any moneys and other property 

If an Event of Default with respect to Debt 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 Debt Securities of such series 
and holders of any Coupons appertaining thereto by such appropriate judicial proceedings as are necessary 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, including 
the institution of proceedings for the winding-up of the Company; PROVIDED that such action as it relates to 
any series of Subordinated Debt Securities issued hereunder shall be subject to the subordination provisions set 
forth herein or in any supplemental indenture with respect to such series.  
Notwithstanding the foregoing, the provisions of this Section 5.04, as they relate to Subordinated Debt Securities 
issued hereunder, are subject to the provisions of Section 12.01.  
SECTION 5.05. TRUSTEE MAY FILE PROOFS OF CLAIM. To the extent permitted by applicable law, in 
case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, 
adjustment, composition, winding-up or other judicial proceeding relative to the Company or any other obligor 
upon the Debt Securities of any series or to the property of the Company or such other obligor or their creditors 
(other than under or in connection with a scheme of amalgamation, consolidation, merger, arrangements or 
reconstruction or other combination not involving bankruptcy or insolvency), the Trustee (irrespective of whether 
the principal of the Debt Securities of such series shall then be due and payable as therein expressed or by 
declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company 
for the payment of overdue principal (and premium, if any) or interest, if any) shall be entitled and empowered, by 
intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act 
in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, to the extent 
permitted by applicable law, the Trustee shall be authorized to collect and receive any moneys and 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 a Debt Security and each holder of a Coupon to make such payments to the Trustee and, in the 
event that the Trustee shall consent to the making of such payments directly to such Holders or holders, to pay to 
the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the 
Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 6.07.  
44  
Subject to Article Eight and Section 9.02, 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 any Debt Security or any holder of any 
Coupon any plan of reorganization, arrangement, adjustment, or composition affecting any Debt Securities or 
Coupons or the rights of any Holder of any Debt Security or any holder of any Coupon or to authorize the 
Trustee to vote in respect of the claim of any such Holder or holder in any such proceeding; PROVIDED that the 
Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a 
member of a creditors' or other similar committee.  
Notwithstanding the foregoing, the provisions of this Section 5.05, as they relate to Subordinated Debt Securities 
issued hereunder, are subject to the provisions of Section 12.01.  
SECTION 5.06. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBT 
SECURITIES. All rights of action and claims under this Indenture or the Debt Securities or Coupons, if any, may 
be prosecuted and enforced by the Trustee without the possession of any of the Debt 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 (subject, with regard to the Company, to the provisions of Section 12.01), be for the ratable benefit 
of the Holders of the Debt Securities and any holders of any Coupons in respect of which such judgment has 
been recovered.  
SECTION 5.07. APPLICATION OF MONEY COLLECTED. Except as otherwise provided in any 
supplemental indenture issued in accordance with Section 3.01, any money collected by the Trustee pursuant to 
this Article in respect of any series of Debt Securities 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 (and premium, if any) 

Subject to Article Eight and Section 9.02, 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 any Debt Security or any holder of any 
Coupon any plan of reorganization, arrangement, adjustment, or composition affecting any Debt Securities or 
Coupons or the rights of any Holder of any Debt Security or any holder of any Coupon or to authorize the 
Trustee to vote in respect of the claim of any such Holder or holder in any such proceeding; PROVIDED that the 
Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a 
member of a creditors' or other similar committee.  
Notwithstanding the foregoing, the provisions of this Section 5.05, as they relate to Subordinated Debt Securities 
issued hereunder, are subject to the provisions of Section 12.01.  
SECTION 5.06. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBT 
SECURITIES. All rights of action and claims under this Indenture or the Debt Securities or Coupons, if any, may 
be prosecuted and enforced by the Trustee without the possession of any of the Debt 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 (subject, with regard to the Company, to the provisions of Section 12.01), be for the ratable benefit 
of the Holders of the Debt Securities and any holders of any Coupons in respect of which such judgment has 
been recovered.  
SECTION 5.07. APPLICATION OF MONEY COLLECTED. Except as otherwise provided in any 
supplemental indenture issued in accordance with Section 3.01, any money collected by the Trustee pursuant to 
this Article in respect of any series of Debt Securities 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 (and premium, if any) 
or interest, if any, upon presentation of such Debt Securities and any Coupons (provided that any such Debt 
Securities in bearer form will be presented only outside the United States) 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 applicable to such series of Debt Securities in respect of which or for the 
benefit of which such money has been collected due the Trustee under Section 6.07;  
SECOND: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and 
interest, if any, on such series of Debt  
45  
Securities and Coupons, if any, 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 amounts due and payable on such Debt 
Securities and Coupons for principal (and premium, if any) and interest, if any, respectively; and  
THIRD: To the payment of the balance, if any, to the Company.  
SECTION 5.08. LIMITATION ON SUITS. No Holder of any Debt Security of any series or holder of any 
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  
(a) such Holder has previously given written notice to the Trustee of a continuing Event of Default or Default with 
respect to Debt Securities of the same series specifying such Event of Default or Default and stating that such 
notice is a "Notice of Default" hereunder;  
(b) the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of such 
series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default 
or Default in its own name, as Trustee hereunder;  
(c) such Holder of a Debt Security or holder of a Coupon has offered to the Trustee indemnity reasonably 
satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;  

Securities and Coupons, if any, 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 amounts due and payable on such Debt 
Securities and Coupons for principal (and premium, if any) and interest, if any, respectively; and  
THIRD: To the payment of the balance, if any, to the Company.  
SECTION 5.08. LIMITATION ON SUITS. No Holder of any Debt Security of any series or holder of any 
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  
(a) such Holder has previously given written notice to the Trustee of a continuing Event of Default or Default with 
respect to Debt Securities of the same series specifying such Event of Default or Default and stating that such 
notice is a "Notice of Default" hereunder;  
(b) the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of such 
series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default 
or Default in its own name, as Trustee hereunder;  
(c) such Holder of a Debt Security or holder of a Coupon has offered to the Trustee indemnity reasonably 
satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;  
(d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any 
such proceeding; and  
(e) 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 Debt Securities of such series; and  
(f) in the case of a proceeding for the winding-up of the Company, such proceeding is in the name and on behalf 
of the Trustee to the same extent (but no further or otherwise) as the Trustee would have been entitled so to do;  
it being understood and intended that no one or more Holders of Debt Securities of a particular series or holders 
of Coupons appertaining thereto, if any, 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 such Holders or holders, 
or to obtain or to seek to obtain priority or preference over any other such Holders or holders or to enforce any 
right under this Indenture, except in the  
46  
manner herein provided including under Article 12 and for the equal and ratable benefit of all Holders of Debt 
Securities of such series or holders of any such Coupons.  
SECTION 5.09. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM 
AND INTEREST, IF ANY. Notwithstanding any other provision in this Indenture, the Holder of any Debt 
Security or the holder of any Coupon appertaining thereto shall have the right, which is absolute and 
unconditional, to receive payment of the principal of (and premium, if any) and, subject to  
Section 3.07, interest, if any, on such Debt Security on the respective Stated Maturity or Maturities as expressed 
in such Debt Security or Coupon (or, in the case of redemption on or after 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 or holder.  
SECTION 5.10. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or any Holder of any Debt 
Security or the holder of any 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 or holder, then and in every such case, subject to any determination in 
such proceeding, the Company, the Trustee and the Holders of Debt Securities and the holders of any Coupons 
shall be restored severally and respectively to their former positions hereunder and thereafter all rights and 
remedies of the Trustee and the Holders of Debt Securities and the holders of any Coupons shall continue as 
though no such proceeding had been instituted.  

manner herein provided including under Article 12 and for the equal and ratable benefit of all Holders of Debt 
Securities of such series or holders of any such Coupons.  
SECTION 5.09. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM 
AND INTEREST, IF ANY. Notwithstanding any other provision in this Indenture, the Holder of any Debt 
Security or the holder of any Coupon appertaining thereto shall have the right, which is absolute and 
unconditional, to receive payment of the principal of (and premium, if any) and, subject to  
Section 3.07, interest, if any, on such Debt Security on the respective Stated Maturity or Maturities as expressed 
in such Debt Security or Coupon (or, in the case of redemption on or after 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 or holder.  
SECTION 5.10. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or any Holder of any Debt 
Security or the holder of any 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 or holder, then and in every such case, subject to any determination in 
such proceeding, the Company, the Trustee and the Holders of Debt Securities and the holders of any Coupons 
shall be restored severally and respectively to their former positions hereunder and thereafter all rights and 
remedies of the Trustee and the Holders of Debt Securities and the holders of any Coupons shall continue as 
though no such proceeding had been instituted.  
SECTION 5.11. RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise provided with respect to 
the replacement or payment of mutilated, destroyed, lost or stolen Debt Securities or any Coupons in the last 
paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders 
of Debt Securities or holders of any 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 5.12. DELAY OR OMISSION NOT WAIVER. No delay or omission of the Trustee or of any 
Holder of any Debt Security or holder of any Coupon to exercise any right or remedy accruing upon any Event of 
Default or Default shall impair any such right or remedy or constitute a waiver of any such Event of  
47  
Default or Default or an acquiescence therein. Every right and remedy given by this Article or by law to the 
Trustee or to the Holders of Debt Securities or holders of any Coupons may be exercised from time to time, and 
as often as may be deemed expedient, by the Trustee or by the Holders of Debt Securities or holders of any 
Coupons, as the case may be.  
SECTION 5.13. CONTROL BY HOLDERS. The Holders of a majority in aggregate principal amount of the 
Outstanding Debt 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 Debt Securities of such series, provided that  
(a) such direction shall not be in conflict with any rule of law or with this Indenture;  
(b) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders of any 
Debt Securities of any series not taking part in such direction with respect to which the Trustee is acting as the 
Trustee; and  
(c) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such 
direction.  
SECTION 5.14. WAIVER OF PAST DEFAULTS. The Holders of not less than a majority in aggregate 
principal amount of the Outstanding Debt Securities of any series may on behalf of the Holders of all the Debt 
Securities of such series and holders of any related Coupons waive (including waivers obtained in connection with 

Default or Default or an acquiescence therein. Every right and remedy given by this Article or by law to the 
Trustee or to the Holders of Debt Securities or holders of any Coupons may be exercised from time to time, and 
as often as may be deemed expedient, by the Trustee or by the Holders of Debt Securities or holders of any 
Coupons, as the case may be.  
SECTION 5.13. CONTROL BY HOLDERS. The Holders of a majority in aggregate principal amount of the 
Outstanding Debt 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 Debt Securities of such series, provided that  
(a) such direction shall not be in conflict with any rule of law or with this Indenture;  
(b) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders of any 
Debt Securities of any series not taking part in such direction with respect to which the Trustee is acting as the 
Trustee; and  
(c) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such 
direction.  
SECTION 5.14. WAIVER OF PAST DEFAULTS. The Holders of not less than a majority in aggregate 
principal amount of the Outstanding Debt Securities of any series may on behalf of the Holders of all the Debt 
Securities of such series and holders of any related Coupons waive (including waivers obtained in connection with 
a purchase of, or tender or exchange offer for, Debt Securities) any past Event of Default or Default hereunder 
with respect to such series and its consequences, except, if applicable, an Event of Default or Default  
(a) in the payment of the principal of (or premium, if any) or interest, if any, on any Debt Security of such series, 
or  
(b) 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 Debt Security of such series affected.  
Upon any such waiver, such Event of Default or Default shall cease to exist, and any Event of Default or Default 
with respect to any series arising therefrom shall be deemed to have been cured and not to have occurred for 
every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Event of Default or 
Default or impair any right consequent thereon.  
48  
SECTION 5.15. UNDERTAKING FOR COSTS. All parties to this Indenture agree, and each Holder of any 
Debt Security and each holder of any Coupon by his acceptance thereof shall be deemed to have agreed, that 
any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, 
or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party 
litigant to such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess 
reasonable costs, including reasonable attorneys' fees and expenses, 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, subject to the 
determination made by such court, the provisions of this  
Section shall not apply to any suit instituted by the Trustee or the Company, to any suit instituted by any Holder 
or group of Holders holding in the aggregate more than 10% in principal amount of the Outstanding Debt 
Securities of any series, or to any suit instituted by any Holder or holder of any Coupon for the enforcement of 
the payment of the principal of (or premium, if any) or interest, if any, on any Debt Security on or after the 
respective Stated Maturity or Maturities expressed in such Debt Security or Coupon (or, in the case of 
redemption, on or after the Redemption Date).  
SECTION 5.16. WAIVER OF USURY, STAY OR EXECUTION 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 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 it may 
lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not 

SECTION 5.15. UNDERTAKING FOR COSTS. All parties to this Indenture agree, and each Holder of any 
Debt Security and each holder of any Coupon by his acceptance thereof shall be deemed to have agreed, that 
any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, 
or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party 
litigant to such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess 
reasonable costs, including reasonable attorneys' fees and expenses, 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, subject to the 
determination made by such court, the provisions of this  
Section shall not apply to any suit instituted by the Trustee or the Company, to any suit instituted by any Holder 
or group of Holders holding in the aggregate more than 10% in principal amount of the Outstanding Debt 
Securities of any series, or to any suit instituted by any Holder or holder of any Coupon for the enforcement of 
the payment of the principal of (or premium, if any) or interest, if any, on any Debt Security on or after the 
respective Stated Maturity or Maturities expressed in such Debt Security or Coupon (or, in the case of 
redemption, on or after the Redemption Date).  
SECTION 5.16. WAIVER OF USURY, STAY OR EXECUTION 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 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 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.  
ARTICLE 6  
THE TRUSTEE  
SECTION 6.01. CERTAIN DUTIES AND RESPONSIBILITIES. (a) The duties and responsibilities of the 
Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this 
Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the 
performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have 
reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability 
is not reasonably assured to it.  
49  
(b) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or 
affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.  
SECTION 6.02. NOTICE OF DEFAULTS. Within 90 days after the occurrence of any Event of Default or 
Default hereunder with respect to Debt Securities of any series the Trustee shall transmit in the manner and to the 
extent provided in Section 1.06 to Holders of Debt Securities of such series notice of such Event of Default or 
Default hereunder actually known to a Responsible Officer of the Trustee, unless such Event of Default or Default 
shall have been cured or waived; PROVIDED, however, that except in the case of an Event of Default or Default 
in the payment of the principal of (or premium, if any) or interest, if any, on any Debt Securities of such series, the 
Trustee shall be protected in withholding such notice if a trust committee of Responsible Officers of the Trustee 
determines in good faith that the withholding of such notice is in the interest of the Holders of Debt Securities of 
such series.  
SECTION 6.03. CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of  
Section 6.01:  
(a) the Trustee may conclusively rely and shall be fully 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 evidence of indebtedness or other paper or document (whether in its original 
or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or 
parties;  

(b) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or 
affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.  
SECTION 6.02. NOTICE OF DEFAULTS. Within 90 days after the occurrence of any Event of Default or 
Default hereunder with respect to Debt Securities of any series the Trustee shall transmit in the manner and to the 
extent provided in Section 1.06 to Holders of Debt Securities of such series notice of such Event of Default or 
Default hereunder actually known to a Responsible Officer of the Trustee, unless such Event of Default or Default 
shall have been cured or waived; PROVIDED, however, that except in the case of an Event of Default or Default 
in the payment of the principal of (or premium, if any) or interest, if any, on any Debt Securities of such series, the 
Trustee shall be protected in withholding such notice if a trust committee of Responsible Officers of the Trustee 
determines in good faith that the withholding of such notice is in the interest of the Holders of Debt Securities of 
such series.  
SECTION 6.03. CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of  
Section 6.01:  
(a) the Trustee may conclusively rely and shall be fully 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 evidence of indebtedness or other paper or document (whether in its original 
or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or 
parties;  
(b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company 
Request, Company Order or Officer's Certificate and any action or resolution of the Management Board shall be 
sufficiently evidenced by a Management Board Resolution;  
(c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or 
established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be 
herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate;  
(d) the Trustee may consult with counsel of its own selection and the written advice of such counsel or any 
Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered 
or omitted by it hereunder in good faith and in reliance thereon;  
50  
(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at 
the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to 
the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which 
might be incurred by it in compliance with such request or direction;  
(f) 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 evidence of indebtedness 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 during normal business hours on a business day in France with reasonable prior notice, 
personally or by agent or attorney at the reasonable expense of the Company and shall incur no liability of any 
kind by reason of such inquiry or investigation, unless such liability arises from its gross negligence, bad faith or 
willful misconduct, PROVIDED that the Trustee shall not be entitled to such information which the Company is 
prevented from disclosing as a matter of law or contract;  
(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly 
or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on 
the part of any agent or attorney appointed with due care by it hereunder;  
(h) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be 
authorized or within the discretion or rights or powers conferred upon it by this Indenture;  

(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at 
the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to 
the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which 
might be incurred by it in compliance with such request or direction;  
(f) 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 evidence of indebtedness 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 during normal business hours on a business day in France with reasonable prior notice, 
personally or by agent or attorney at the reasonable expense of the Company and shall incur no liability of any 
kind by reason of such inquiry or investigation, unless such liability arises from its gross negligence, bad faith or 
willful misconduct, PROVIDED that the Trustee shall not be entitled to such information which the Company is 
prevented from disclosing as a matter of law or contract;  
(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly 
or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on 
the part of any agent or attorney appointed with due care by it hereunder;  
(h) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be 
authorized or within the discretion or rights or powers conferred upon it by this Indenture;  
(i) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer 
of the Trustee has actual knowledge thereof or unless written notice of any such Event of Default or Default is 
received by the Trustee at the Corporate Trust Office of the Trustee and such notice references the Debt 
Securities or this Indenture;  
(j) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its 
right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities 
hereunder; and  
51  
(k) the Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals 
and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.  
SECTION 6.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBT SECURITIES. The 
recitals contained herein and in the Debt Securities, except the Trustee's certificates of authentication, 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 Debt Securities or Coupons, except that the Trustee represents and warrants that it has duly 
authorized, executed and delivered this Indenture. Neither the Trustee nor any Authenticating Agent shall be 
accountable for the use or application by the Company of Debt Securities or the proceeds thereof.  
SECTION 6.05. MAY HOLD DEBT SECURITIES. The Trustee, any Authenticating Agent, any Paying Agent, 
any Debt Security Registrar and any Calculation Agent or any other agent of the Company, in its individual or any 
other capacity, may become the owner or pledgee of Debt Securities or Coupons and, subject to Sections 6.08 
and 6.13, may otherwise deal with the Company with the same rights it would have if it were not Trustee, 
Authenticating Agent, Paying Agent, Debt Security Registrar, Calculation Agent or such other agent.  
SECTION 6.06. 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 6.07. COMPENSATION AND REIMBURSEMENT. The Company agrees  
(a) to pay to the Trustee from time to time compensation for all services rendered by it hereunder as agreed in 

(k) the Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals 
and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.  
SECTION 6.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBT SECURITIES. The 
recitals contained herein and in the Debt Securities, except the Trustee's certificates of authentication, 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 Debt Securities or Coupons, except that the Trustee represents and warrants that it has duly 
authorized, executed and delivered this Indenture. Neither the Trustee nor any Authenticating Agent shall be 
accountable for the use or application by the Company of Debt Securities or the proceeds thereof.  
SECTION 6.05. MAY HOLD DEBT SECURITIES. The Trustee, any Authenticating Agent, any Paying Agent, 
any Debt Security Registrar and any Calculation Agent or any other agent of the Company, in its individual or any 
other capacity, may become the owner or pledgee of Debt Securities or Coupons and, subject to Sections 6.08 
and 6.13, may otherwise deal with the Company with the same rights it would have if it were not Trustee, 
Authenticating Agent, Paying Agent, Debt Security Registrar, Calculation Agent or such other agent.  
SECTION 6.06. 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 6.07. COMPENSATION AND REIMBURSEMENT. The Company agrees  
(a) to pay to the Trustee from time to time compensation for all services rendered by it hereunder as agreed in 
writing by the Company from time to time (which compensation shall not be limited by any provision of law in 
regard to the compensation of a trustee of an express trust);  
(b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable 
expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this 
Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), 
except any such expense, disbursement or advance as may be attributable to its negligence, bad faith or willful 
misconduct; and  
52  
(c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability, damage or expense incurred 
without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of 
the trust or trusts hereunder including the reasonable 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 but excluding any 
tax liabilities of the Trustee based upon, measured by or determined by the income of the Trustee and except to 
the extent that any such loss, liability, damage, cost or expense may be attributable to its negligence, bad faith or 
willful misconduct.  
The Trustee shall notify the Company in writing of the commencement of any action or claim in respect of which 
indemnification may be sought promptly after the Trustee becomes aware of such commencement (provided that 
the failure to make such notification shall not affect the Trustee's rights hereunder, except to the extent the 
Company is actually prejudiced by such failure) and the Company shall be entitled to participate in the defense 
thereof, including the employment of counsel reasonably satisfactory to the Trustee. The Trustee shall not 
compromise or settle any such action or claim without the written consent of the Company, which consent shall 
not be unreasonably withheld.  
The provisions of this Section 6.07 shall survive termination of this Indenture or the resignation or removal of the 
Trustee.  
As security for the performance of the obligations of the Company under this Section, the Trustee shall, as set 
forth in Section 5.07, have a senior claim (as between itself and the Holders of Debt Securities) to which the 
Debt Securities are hereby made subordinate, 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, if any, on the Debt 

(c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability, damage or expense incurred 
without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of 
the trust or trusts hereunder including the reasonable 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 but excluding any 
tax liabilities of the Trustee based upon, measured by or determined by the income of the Trustee and except to 
the extent that any such loss, liability, damage, cost or expense may be attributable to its negligence, bad faith or 
willful misconduct.  
The Trustee shall notify the Company in writing of the commencement of any action or claim in respect of which 
indemnification may be sought promptly after the Trustee becomes aware of such commencement (provided that 
the failure to make such notification shall not affect the Trustee's rights hereunder, except to the extent the 
Company is actually prejudiced by such failure) and the Company shall be entitled to participate in the defense 
thereof, including the employment of counsel reasonably satisfactory to the Trustee. The Trustee shall not 
compromise or settle any such action or claim without the written consent of the Company, which consent shall 
not be unreasonably withheld.  
The provisions of this Section 6.07 shall survive termination of this Indenture or the resignation or removal of the 
Trustee.  
As security for the performance of the obligations of the Company under this Section, the Trustee shall, as set 
forth in Section 5.07, have a senior claim (as between itself and the Holders of Debt Securities) to which the 
Debt Securities are hereby made subordinate, 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, if any, on the Debt 
Securities.  
SECTION 6.08. DISQUALIFICATION; CONFLICTING INTERESTS. If the Trustee has or shall acquire a 
conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or 
resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and 
this Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a 
conflicting interest by virtue of being the Trustee under this Indenture with respect to Senior and Subordinated 
Debt Securities or with respect to Debt Securities of more than one series.  
SECTION 6.09. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall at all times be a Trustee 
hereunder with respect to the Debt Securities of each series which shall be a Person that is eligible pursuant to the 
Trust Indenture Act to act as such, having a combined capital and surplus of at least $50,000,000, subject to  
53  
supervision or examination by Federal or State or District of Columbia authority and, if there be such Person 
willing and able to act as trustee on reasonable and customary terms, having its corporate trust office or agency in 
the Borough of Manhattan, The City of New York. If such Person publishes reports of condition at least 
annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes 
of this Section, the combined capital and surplus of such Person 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 6.10. 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 6.11.  
(b) The Trustee may resign at any time with respect to the Debt Securities of one or more series by giving written 
notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by  
Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of 
resignation, the resigning Trustee or any Holder which has been a Holder for at least six months may petition at 
the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with 
respect to the Debt Securities of such series.  

supervision or examination by Federal or State or District of Columbia authority and, if there be such Person 
willing and able to act as trustee on reasonable and customary terms, having its corporate trust office or agency in 
the Borough of Manhattan, The City of New York. If such Person publishes reports of condition at least 
annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes 
of this Section, the combined capital and surplus of such Person 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 6.10. 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 6.11.  
(b) The Trustee may resign at any time with respect to the Debt Securities of one or more series by giving written 
notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by  
Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of 
resignation, the resigning Trustee or any Holder which has been a Holder for at least six months may petition at 
the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with 
respect to the Debt Securities of such series.  
(c) The Trustee may be removed at any time with respect to the Debt Securities of any series by Act of the 
Holders of a majority in principal amount of the Outstanding Debt Securities of such series delivered to the 
Trustee and to the Company.  
(d) If at any time:  
(i) the Trustee shall fail to comply with Section 6.08 after written request therefor by the Company or by any 
Holder who has been a bona fide Holder of a Debt Security of the series as to which the Trustee has a conflicting 
interest for at least six months, or  
(ii) the Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by 
the  
54  
Company or by any Holder who has been a bona fide Holder of a Debt Security for at least six months, or  
(iii) 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, (x) the Company by an Officer's Certificate may remove the Trustee with respect to any 
or all series of Debt Securities or (y) subject to Section 5.15, any Holder who has been a bona fide Holder of a 
Debt Security for at least six months (and, in the case of subparagraph 6.10(d)(i) above, who is a Holder of a 
Debt Security of the series as to which the Trustee has a conflicting interest) 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 Debt 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 the Trustee for any cause, with respect to the Debt Securities of one or more series, the Company, by an 
Officer's Certificate, shall promptly appoint a successor Trustee or Trustees with respect to the Debt Securities of 
such series (it being understood that any successor Trustee may be appointed with respect to the Debt Securities 
of one or more or all of such series and at any time there shall be only one Trustee with respect to the Debt 
Securities of any particular series), and shall comply with the applicable requirements of Section 6.11. If, within 
one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee 
with respect to the Debt Securities of any series shall be appointed by Act of the Holders of a majority in 
principal amount of the Outstanding Debt Securities of such series delivered to the Company and the retiring 

Company or by any Holder who has been a bona fide Holder of a Debt Security for at least six months, or  
(iii) 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, (x) the Company by an Officer's Certificate may remove the Trustee with respect to any 
or all series of Debt Securities or (y) subject to Section 5.15, any Holder who has been a bona fide Holder of a 
Debt Security for at least six months (and, in the case of subparagraph 6.10(d)(i) above, who is a Holder of a 
Debt Security of the series as to which the Trustee has a conflicting interest) 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 Debt 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 the Trustee for any cause, with respect to the Debt Securities of one or more series, the Company, by an 
Officer's Certificate, shall promptly appoint a successor Trustee or Trustees with respect to the Debt Securities of 
such series (it being understood that any successor Trustee may be appointed with respect to the Debt Securities 
of one or more or all of such series and at any time there shall be only one Trustee with respect to the Debt 
Securities of any particular series), and shall comply with the applicable requirements of Section 6.11. If, within 
one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee 
with respect to the Debt Securities of any series shall be appointed by Act of the Holders of a majority in 
principal amount of the Outstanding Debt 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 in 
accordance with the applicable requirements of  
Section 6.11, become the successor Trustee with respect to the Debt Securities of such series and to that extent 
supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Debt 
Securities of any series shall have been so appointed by the Company or the Holders of Debt Securities of such 
series and accepted appointment in the manner hereinafter required by Section 6.11, any Holder who has been a 
bona fide Holder of a Debt Security of such series for at least six months may, on behalf of himself and all others 
similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with 
respect to the Debt Securities of such series.  
55  
(f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Debt 
Securities of any series and each appointment of a successor Trustee with respect to the Debt Securities of any 
series in the manner and to the extent provided in Section 1.06. Each notice shall include the name of the 
successor Trustee with respect to the Debt Securities of such series and the address of its Corporate Trust 
Office.  
SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. (a) In case of the appointment 
hereunder of a successor Trustee with respect to all Debt Securities, every such successor Trustee so appointed 
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.  
(b) In case of the appointment hereunder of a successor Trustee with respect to the Debt Securities of one or 
more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Debt 
Securities of such series shall execute and deliver an indenture supplemental hereto wherein each successor 
Trustee shall accept such appointment and which  
(i) 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 Debt 
Securities of such series to which the appointment of such successor Trustee relates, (ii) if the retiring Trustee is 
not retiring with respect to all Debt Securities, shall contain such provisions as shall be deemed necessary or 

(f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Debt 
Securities of any series and each appointment of a successor Trustee with respect to the Debt Securities of any 
series in the manner and to the extent provided in Section 1.06. Each notice shall include the name of the 
successor Trustee with respect to the Debt Securities of such series and the address of its Corporate Trust 
Office.  
SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. (a) In case of the appointment 
hereunder of a successor Trustee with respect to all Debt Securities, every such successor Trustee so appointed 
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.  
(b) In case of the appointment hereunder of a successor Trustee with respect to the Debt Securities of one or 
more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Debt 
Securities of such series shall execute and deliver an indenture supplemental hereto wherein each successor 
Trustee shall accept such appointment and which  
(i) 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 Debt 
Securities of such series to which the appointment of such successor Trustee relates, (ii) if the retiring Trustee is 
not retiring with respect to all Debt 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 Debt 
Securities of such series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring 
Trustee, and (iii) 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,  
56  
deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with 
respect to the Debt Securities of such 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 Debt 
Securities of such 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 6.11(a) or 6.11(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 6.12. 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 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 Debt Securities 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 so authenticated with the same effect as if such successor Trustee had itself 

deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with 
respect to the Debt Securities of such 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 Debt 
Securities of such 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 6.11(a) or 6.11(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 6.12. 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 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 Debt Securities 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 so authenticated with the same effect as if such successor Trustee had itself 
authenticated such Debt Securities.  
SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS. If and when the Trustee shall be or become 
a creditor of the Company (or any other obligor upon the Debt Securities of a series), the Trustee shall be subject 
to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such 
other obligor).  
SECTION 6.14. APPOINTMENT OF AUTHENTICATING AGENT. The Trustee may at any time appoint 
an Authenticating Agent or Agents with respect to one or more series of Debt Securities which shall be 
authorized to act on behalf of the Trustee to authenticate Debt Securities of such series upon original issue, or 
issued upon exchange, registration of transfer or partial redemption thereof or in lieu of destroyed, lost or stolen 
Debt Securities, and Debt Securities so authenticated  
57  
shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if 
authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and 
delivery of Debt 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 corporation or national banking association 
organized and doing business under the laws of the United States, any State thereof or the District of Columbia, 
authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than 
$50,000,000 and subject to supervision or examination by Federal or State or District of Columbia authority. If 
such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements 
of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus 
of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent 
report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance 
with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the 
effect specified in this Section.  
Any corporation or national banking association into which an Authenticating Agent may be merged or converted 
or with which it may be consolidated, or any corporation or national banking association resulting from any 
merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation or 
national banking association succeeding to the corporate agency or corporate trust business of an Authenticating 
Agent, shall continue to be an Authenticating Agent, provided such corporation or national banking association 

shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if 
authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and 
delivery of Debt 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 corporation or national banking association 
organized and doing business under the laws of the United States, any State thereof or the District of Columbia, 
authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than 
$50,000,000 and subject to supervision or examination by Federal or State or District of Columbia authority. If 
such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements 
of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus 
of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent 
report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance 
with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the 
effect specified in this Section.  
Any corporation or national banking association into which an Authenticating Agent may be merged or converted 
or with which it may be consolidated, or any corporation or national banking association resulting from any 
merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation or 
national banking association succeeding to the corporate agency or corporate trust business of an Authenticating 
Agent, shall continue to be an Authenticating Agent, provided such corporation or national banking association 
shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the 
part of the Trustee or the Authenticating Agent.  
An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the 
Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice 
thereof to such Authenticating Agent and to the 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 may appoint a successor Authenticating Agent which shall be 
acceptable to the Company and shall give notice to the Holders of Debt Securities in the manner and to the extent 
provided in Section  
1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested 
with all the rights, powers and duties of its predecessor  
58  
hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent 
shall be appointed unless eligible under the provisions of this Section.  
The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its 
services under this Section, and the Trustee shall be entitled to be reimbursed for such payments subject to the 
provisions of Section 6.07.  
If an appointment with respect to one or more series is made pursuant to this Section, the Debt Securities of such 
series may have endorsed thereon, in lieu of the Trustee's certificate of authentication, an alternate certificate of 
authentication in the following form:  
CERTIFICATE OF AUTHENTICATION  
This is one of the Debt Securities of the series designated herein referred to in the within-mentioned Indenture.  
The Bank of New York, as Trustee  
By:  
 
as Authenticating Agent  
 
By:  

hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent 
shall be appointed unless eligible under the provisions of this Section.  
The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its 
services under this Section, and the Trustee shall be entitled to be reimbursed for such payments subject to the 
provisions of Section 6.07.  
If an appointment with respect to one or more series is made pursuant to this Section, the Debt Securities of such 
series may have endorsed thereon, in lieu of the Trustee's certificate of authentication, an alternate certificate of 
authentication in the following form:  
CERTIFICATE OF AUTHENTICATION  
This is one of the Debt Securities of the series designated herein referred to in the within-mentioned Indenture.  
The Bank of New York, as Trustee  
By:  
 
as Authenticating Agent  
 
By:  
as Authenticating Agent  
Dated: ------------------------------  
ARTICLE 7  
HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY  
SECTION 7.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS. The 
Company, with respect to any series of Debt Securities in registered form, will furnish or cause to be furnished to 
the Trustee  
(a) semi-annually, not more than 15 days after each Regular Record Date (or after each of the dates to be 
specified for such purpose for non-interest bearing Debt Securities and Debt Securities on which interest is paid 
less  
59  
frequently than semi-annually as contemplated by Section 3.01), a list, in such form as the Trustee may 
reasonably require, containing all the information in the possession or control of the Company or any of its Paying 
Agents other than the Trustee as to the names and addresses of the Holders of registered Debt Securities as of 
such Regular Record Date or such specified date, 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 if and so long as the Trustee acts as Debt Security Registrar for a 
series of Debt Securities, the Company need not furnish or cause to be furnished to the Trustee pursuant to this 
Section 7.01 the lists with respect to registered Debt Securities of any such series, but in any event the Company 
shall be required to furnish such information concerning the Holders of bearer Debt Securities of any such series 
which is known to it; PROVIDED, FURTHER, that the Company shall have no obligation to investigate any 
matter relating to any Holder of a bearer Debt Security or any Coupon.  
SECTION 7.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.  
(a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of 
Holders (i) contained in the most recent list furnished to the Trustee as provided in Section 7.01 and (ii) received 
by the Trustee in its capacity as Paying Agent or Debt Security Registrar (if so acting). The Trustee may destroy 

frequently than semi-annually as contemplated by Section 3.01), a list, in such form as the Trustee may 
reasonably require, containing all the information in the possession or control of the Company or any of its Paying 
Agents other than the Trustee as to the names and addresses of the Holders of registered Debt Securities as of 
such Regular Record Date or such specified date, 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 if and so long as the Trustee acts as Debt Security Registrar for a 
series of Debt Securities, the Company need not furnish or cause to be furnished to the Trustee pursuant to this 
Section 7.01 the lists with respect to registered Debt Securities of any such series, but in any event the Company 
shall be required to furnish such information concerning the Holders of bearer Debt Securities of any such series 
which is known to it; PROVIDED, FURTHER, that the Company shall have no obligation to investigate any 
matter relating to any Holder of a bearer Debt Security or any Coupon.  
SECTION 7.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.  
(a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of 
Holders (i) contained in the most recent list furnished to the Trustee as provided in Section 7.01 and (ii) received 
by the Trustee in its capacity as Paying Agent or Debt Security Registrar (if so acting). The Trustee may destroy 
any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.  
(b) The rights of the Holders of Debt Securities of any series to communicate with other Holders with respect to 
their rights under this Indenture or under the Debt Securities, and the corresponding rights and privileges of the 
Trustee, shall be as provided by the Trust Indenture Act.  
(c) Every Holder, by receiving and holding a Debt Security, agrees with the Company and the Trustee that 
neither the Company nor the Trustee nor any agent of any of them shall be held accountable by reason of the 
disclosure of any such information as to the names and addresses of the Holders in accordance with Section 7.02
(b) or otherwise made pursuant to the Trust Indenture Act.  
SECTION 7.03. REPORTS BY TRUSTEE. (a) Within sixty (60) days following May 15 in each year following 
the date hereof, so long as any Debt Securities are Outstanding hereunder, the Trustee shall transmit to Holders 
as provided in the Trust Indenture Act a brief report dated as of such May 15 as required by and in compliance 
with the Trust Indenture Act.  
60  
(b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with 
each securities exchange upon which the Trustee has been notified that the Debt Securities are listed, with the 
Commission and with the Company. The Company will notify the Trustee when Debt Securities are listed on any 
securities exchange or delisted therefrom.  
(c) The Company will furnish the Trustee with all notices of meetings at which Holders of Debt Securities of a 
particular series are entitled to vote, and all other reports and communications that are made generally available to 
Holders of Debt Securities. The Trustee will, at the Company's expense, make such notices, reports and 
communications available for inspection by Holders of Debt Securities in such manner as the Company may 
determine and, in the case of any notice received by the Trustee in respect of any meeting at which Holders of 
Debt Securities of a particular series are entitled to vote, will, if requested by the Company, mail to all such 
record Holders of Debt Securities, at the Company's expense, a notice containing a summary of the information 
set forth in such notice of meeting.  
SECTION 7.04. REPORTS BY COMPANY. The Company shall:  
(a) 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 Exchange 
Act; or, if the Company is not required to file information, documents or reports pursuant to either of such 
Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations 

(b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with 
each securities exchange upon which the Trustee has been notified that the Debt Securities are listed, with the 
Commission and with the Company. The Company will notify the Trustee when Debt Securities are listed on any 
securities exchange or delisted therefrom.  
(c) The Company will furnish the Trustee with all notices of meetings at which Holders of Debt Securities of a 
particular series are entitled to vote, and all other reports and communications that are made generally available to 
Holders of Debt Securities. The Trustee will, at the Company's expense, make such notices, reports and 
communications available for inspection by Holders of Debt Securities in such manner as the Company may 
determine and, in the case of any notice received by the Trustee in respect of any meeting at which Holders of 
Debt Securities of a particular series are entitled to vote, will, if requested by the Company, mail to all such 
record Holders of Debt Securities, at the Company's expense, a notice containing a summary of the information 
set forth in such notice of meeting.  
SECTION 7.04. REPORTS BY COMPANY. The Company shall:  
(a) 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 Exchange 
Act; or, if the Company is not required to file information, documents or reports pursuant to either of such 
Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations 
prescribed from time to time by the Commission, such of the supplementary and periodic information, documents 
and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and 
registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;  
(b) 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  
(c) transmit to Holders, in the manner and to the extent required by the Trust Indenture Act, within 30 days after 
the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed 
by the  
61  
Company pursuant to paragraphs 7.04(a) and 7.04(b) of this Section as may be required by rules and regulations 
prescribed from time to time by the Commission.  
Delivery of such reports, information and documents to the Trustee is for informational purposes only and the 
Trustee's receipt of such shall not constitute constructive notice of any information contained therein or 
determinable from information contained therein, including the Company's compliance with any of its covenants 
hereunder (as to which the Trustee is entitled to rely exclusively on Officer's Certificates).  
ARTICLE 8  
CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER  
SECTION 8.01. COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS. The Company 
may, without the consent of the Trustee or Holders of any Debt Securities of any series Outstanding under this 
Indenture, consolidate or amalgamate with or merge, which for the avoidance of doubt, shall include a scheme of 
arrangement, into any other Person or sell or convey or transfer or lease its properties and assets substantially as 
an entirety to any Person, PROVIDED that:  
(a) the Person (a "SUCCESSOR PERSON") formed by such consolidation or amalgamation or into which the 
Company is merged or the Person which acquires by sale, conveyance or transfer or which leases the properties 
and assets of the Company substantially as an entirety (i) shall be a company organized and validly existing under 

Company pursuant to paragraphs 7.04(a) and 7.04(b) of this Section as may be required by rules and regulations 
prescribed from time to time by the Commission.  
Delivery of such reports, information and documents to the Trustee is for informational purposes only and the 
Trustee's receipt of such shall not constitute constructive notice of any information contained therein or 
determinable from information contained therein, including the Company's compliance with any of its covenants 
hereunder (as to which the Trustee is entitled to rely exclusively on Officer's Certificates).  
ARTICLE 8  
CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER  
SECTION 8.01. COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS. The Company 
may, without the consent of the Trustee or Holders of any Debt Securities of any series Outstanding under this 
Indenture, consolidate or amalgamate with or merge, which for the avoidance of doubt, shall include a scheme of 
arrangement, into any other Person or sell or convey or transfer or lease its properties and assets substantially as 
an entirety to any Person, PROVIDED that:  
(a) the Person (a "SUCCESSOR PERSON") formed by such consolidation or amalgamation or into which the 
Company is merged or the Person which acquires by sale, conveyance or transfer or which leases the properties 
and assets of the Company substantially as an entirety (i) shall be a company organized and validly existing under 
the laws of its jurisdiction and (ii) shall expressly assume, by an indenture supplemental hereto, executed and 
delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the 
principal of (and premium, if any) and interest, if any, including any obligations to pay Additional Amounts, if any, 
on all the Debt Securities in accordance with the provisions of such Debt Securities and this Indenture and the 
performance or observance of every covenant of this Indenture on the part of the Company to be performed or 
observed, unless such assumption is provided for by law (in which case such Successor Person shall cause to be 
delivered promptly to the Trustee an Opinion of Counsel to such effect, in form and substance acceptable to the 
Trustee);  
(b) immediately after giving effect to such transaction, no Event of Default or Default and no event which, after 
notice or lapse of time or both, would become an Event of Default or Default shall have occurred and be 
continuing; and  
62  
(c) the Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that 
such consolidation, amalgamation, merger, conveyance, transfer or lease and such supplemental indenture comply 
with this Article 8 and that all conditions precedent herein provided for relating to such transaction have been 
complied with.  
SECTION 8.02. SUCCESSOR PERSON SUBSTITUTED. Upon any consolidation, amalgamation or merger 
or any conveyance or transfer or lease of the properties and assets of the Company substantially as an entirety in 
accordance with  
Section 8.01, the Successor Person formed by such consolidation or amalgamation or into which the Company is 
merged or the Person to which such conveyance or transfer is made shall succeed to and be substituted for, and 
may exercise every right and power of, the Company under this Indenture with the same effect as if such 
Successor Person had been named as the Company herein, and thereafter, the predecessor Person shall be 
relieved of all obligations and covenants under the Indenture, the Debt Securities and the Coupons, if any.  
SECTION 8.03. ASSUMPTION OF OBLIGATIONS. With respect to the Debt Securities of any series, a 
wholly-owned subsidiary of the Company organized and validly existing under the laws of its jurisdiction (a 
"SUCCESSOR ENTITY") may assume the obligations of the Company (or any corporation or Person which 
shall have previously assumed the obligations of the Company) for the due and punctual payment of the principal 
of (and premium, if any, on) and interest, if any, including any obligations to pay Additional Amounts, if any, on 
any series of Debt Securities in accordance with the provisions of such Debt Securities and this Indenture and the 
performance of every obligation and covenant of this Indenture and such series of Debt Securities on the part of 
the Company to be performed or observed PROVIDED that:  

(c) the Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that 
such consolidation, amalgamation, merger, conveyance, transfer or lease and such supplemental indenture comply 
with this Article 8 and that all conditions precedent herein provided for relating to such transaction have been 
complied with.  
SECTION 8.02. SUCCESSOR PERSON SUBSTITUTED. Upon any consolidation, amalgamation or merger 
or any conveyance or transfer or lease of the properties and assets of the Company substantially as an entirety in 
accordance with  
Section 8.01, the Successor Person formed by such consolidation or amalgamation or into which the Company is 
merged or the Person to which such conveyance or transfer is made shall succeed to and be substituted for, and 
may exercise every right and power of, the Company under this Indenture with the same effect as if such 
Successor Person had been named as the Company herein, and thereafter, the predecessor Person shall be 
relieved of all obligations and covenants under the Indenture, the Debt Securities and the Coupons, if any.  
SECTION 8.03. ASSUMPTION OF OBLIGATIONS. With respect to the Debt Securities of any series, a 
wholly-owned subsidiary of the Company organized and validly existing under the laws of its jurisdiction (a 
"SUCCESSOR ENTITY") may assume the obligations of the Company (or any corporation or Person which 
shall have previously assumed the obligations of the Company) for the due and punctual payment of the principal 
of (and premium, if any, on) and interest, if any, including any obligations to pay Additional Amounts, if any, on 
any series of Debt Securities in accordance with the provisions of such Debt Securities and this Indenture and the 
performance of every obligation and covenant of this Indenture and such series of Debt Securities on the part of 
the Company to be performed or observed PROVIDED that:  
(a) the Successor Entity shall expressly assume such obligations by an amendment or supplement to the 
Indenture, executed by the Company and such Successor Entity, if applicable, and delivered to the Trustee, in 
form reasonably satisfactory to the Trustee, and the Company shall, by amendment or supplement to the 
Indenture, unconditionally guarantee all of the obligations (including any obligation to pay Additional Amounts) of 
such Successor Entity under the Debt Securities of such series and the Indenture as so modified by such 
amendment or supplement; PROVIDED, however, that any such guarantee relating to Subordinated Debt 
Securities of any series issued hereunder shall be given on a subordinated basis consistent with Article 12 hereof;  
(b) such Successor Entity shall confirm in such amendment or supplement to the Indenture that such Successor 
Entity will pay all Additional  
63  
Amounts, if any, payable pursuant to any supplemental indenture with respect to any series of Debt Securities and 
any related Coupons;  
(c) immediately after giving effect to such assumption of obligations, no Event of Default or Default and no event 
which, after notice or lapse of time or both, would become an Event of Default or Default, shall have occurred 
and be continuing; and  
(d) the Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating 
that such assumption of obligations complies with this Article 8 and that all conditions precedent herein provided 
for relating to such assumption have been complied with.  
Upon any such assumption, the Successor Entity shall succeed to, and be substituted for, and may exercise every 
right and power of, the Company under this Indenture or any supplemental indenture with respect to any such 
Debt Securities with the same effect as if such Successor Entity had been named as the Company in this 
Indenture, and the Company or any legal and valid successor corporation which shall theretofore have become 
such in the manner prescribed herein, shall be released from all liability as obligor upon any such Debt Securities 
and the respective Coupons, if any, except as provided in clause 8.03(a) of this Section.  
In the event of any such assumption or consolidation, amalgamation, merger or other transaction in accordance 
with Section 8.01 involving a Successor Entity, Additional Amounts, if any, payable pursuant to any supplemental 
indenture with respect to any series of Debt Securities will be payable in respect of any withholding taxes 
imposed by a Taxing Jurisdiction of the Successor Entity or Successor Person to such Successor Entity (subject 

Amounts, if any, payable pursuant to any supplemental indenture with respect to any series of Debt Securities and 
any related Coupons;  
(c) immediately after giving effect to such assumption of obligations, no Event of Default or Default and no event 
which, after notice or lapse of time or both, would become an Event of Default or Default, shall have occurred 
and be continuing; and  
(d) the Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating 
that such assumption of obligations complies with this Article 8 and that all conditions precedent herein provided 
for relating to such assumption have been complied with.  
Upon any such assumption, the Successor Entity shall succeed to, and be substituted for, and may exercise every 
right and power of, the Company under this Indenture or any supplemental indenture with respect to any such 
Debt Securities with the same effect as if such Successor Entity had been named as the Company in this 
Indenture, and the Company or any legal and valid successor corporation which shall theretofore have become 
such in the manner prescribed herein, shall be released from all liability as obligor upon any such Debt Securities 
and the respective Coupons, if any, except as provided in clause 8.03(a) of this Section.  
In the event of any such assumption or consolidation, amalgamation, merger or other transaction in accordance 
with Section 8.01 involving a Successor Entity, Additional Amounts, if any, payable pursuant to any supplemental 
indenture with respect to any series of Debt Securities will be payable in respect of any withholding taxes 
imposed by a Taxing Jurisdiction of the Successor Entity or Successor Person to such Successor Entity (subject 
to any exceptions equivalent to those applicable to any obligation to pay Additional Amounts in respect of 
withholding taxes imposed by such Taxing Jurisdiction); PROVIDED, however, that if the Company makes 
payment under the guarantee, the Company shall, to the extent permitted by law, be required to pay Additional 
Amounts related to withholding taxes (subject to the exceptions set forth in any supplemental indenture) imposed 
by its Taxing Jurisdiction by reason of such payments.  
64  
ARTICLE 9  
SUPPLEMENTAL INDENTURES  
SECTION 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. Without the 
consent of any Holders, the Company 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:  
(a) to evidence the succession of another Person to the Company and the assumption by any such successor of 
the obligations and covenants of the Company herein and in the Debt Securities and any Coupons, including the 
issuance of a guarantee in accordance with Article 8 hereof or the release of a guarantee in accordance with its 
terms; or  
(b) to add to the covenants of the Company for the benefit of the Holders of all or any series of Debt Securities 
(and, if such covenants are to be for the benefit of less than all series of Debt 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  
(c) to add any additional Events of Default or Defaults for the benefit of the Holders of all or any series of Debt 
Securities (and, if such additional Events of Default or Defaults are to be for the benefit of less than all series of 
Debt Securities, stating that such additional Events of Default or Defaults are expressly being included solely for 
the benefit of such series); or  
(d) to add, change or eliminate any of the provisions of this Indenture, or any supplemental indenture, 
PROVIDED that any such addition, change or elimination shall become effective only when there is no Debt 
Security Outstanding of any series created prior to the execution of such supplemental indenture effecting such 
change or elimination which is entitled to the benefit of such provision and is directly and adversely affected by 
such addition, change or elimination; or  

ARTICLE 9  
SUPPLEMENTAL INDENTURES  
SECTION 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. Without the 
consent of any Holders, the Company 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:  
(a) to evidence the succession of another Person to the Company and the assumption by any such successor of 
the obligations and covenants of the Company herein and in the Debt Securities and any Coupons, including the 
issuance of a guarantee in accordance with Article 8 hereof or the release of a guarantee in accordance with its 
terms; or  
(b) to add to the covenants of the Company for the benefit of the Holders of all or any series of Debt Securities 
(and, if such covenants are to be for the benefit of less than all series of Debt 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  
(c) to add any additional Events of Default or Defaults for the benefit of the Holders of all or any series of Debt 
Securities (and, if such additional Events of Default or Defaults are to be for the benefit of less than all series of 
Debt Securities, stating that such additional Events of Default or Defaults are expressly being included solely for 
the benefit of such series); or  
(d) to add, change or eliminate any of the provisions of this Indenture, or any supplemental indenture, 
PROVIDED that any such addition, change or elimination shall become effective only when there is no Debt 
Security Outstanding of any series created prior to the execution of such supplemental indenture effecting such 
change or elimination which is entitled to the benefit of such provision and is directly and adversely affected by 
such addition, change or elimination; or  
(e) to secure the Debt Securities; or  
(f) to establish the form or terms of Debt Securities of any series and any Coupons appertaining thereto as 
permitted by Sections 2.01 and 3.01; or  
(g) to change any Place of Payment, so long as the Place of Payment as required by Section 3.01 is maintained; 
or  
65  
(h) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent 
with any other provision herein or in any supplemental indenture, PROVIDED that such action shall not adversely 
affect the interests of the Holders of Debt Securities of any series in any material respect; or  
(i) to make any other provisions with respect to matters or questions arising under this Indenture, PROVIDED 
such action shall not adversely affect the interests of the Holders of Debt Securities of any series in any material 
respect; or  
(j) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to 
the Debt Securities of one or more series and to add to or change any of the provisions of this Indenture as shall 
be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, 
pursuant to the requirements of Section 6.11(b);  
(k) to change or eliminate any provision of this Indenture as permitted by Section 1.07; or  
(l) to add or change any provision of the Indenture to the extent as shall be necessary to permit or facilitate the 
issuance of Debt Securities in bearer form, registrable or not registrable as to principal, and with or without 
interest Coupons or to permit or facilitate the issuance of Debt Securities in uncertificated form.  

(h) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent 
with any other provision herein or in any supplemental indenture, PROVIDED that such action shall not adversely 
affect the interests of the Holders of Debt Securities of any series in any material respect; or  
(i) to make any other provisions with respect to matters or questions arising under this Indenture, PROVIDED 
such action shall not adversely affect the interests of the Holders of Debt Securities of any series in any material 
respect; or  
(j) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to 
the Debt Securities of one or more series and to add to or change any of the provisions of this Indenture as shall 
be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, 
pursuant to the requirements of Section 6.11(b);  
(k) to change or eliminate any provision of this Indenture as permitted by Section 1.07; or  
(l) to add or change any provision of the Indenture to the extent as shall be necessary to permit or facilitate the 
issuance of Debt Securities in bearer form, registrable or not registrable as to principal, and with or without 
interest Coupons or to permit or facilitate the issuance of Debt Securities in uncertificated form.  
SECTION 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the consent 
(including consents obtained in connection with a purchase of, or tender or exchange offer for, Debt Securities) of 
the Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of each 
series affected by such supplemental Indenture (voting as a class), by Act of said Holders delivered to the 
Company and the Trustee, the Company 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 Debt Securities of such series under 
this Indenture; PROVIDED, however, that no such supplemental indenture may, without the consent of the 
Holder of each Outstanding Debt Security affected thereby,  
(a) change the Stated Maturity, if any, of any principal amount or any interest amounts in respect of any such 
Debt Security, or reduce the principal amount thereof or the rate of interest, if any, thereon, or any premium 
payable upon the redemption thereof, or reduce the amount of principal of a Discount Security that would be due 
and payable upon an acceleration of the Maturity thereof pursuant to Section 5.02, or change the obligation of 
the Company (or its  
66  
successor) to pay Additional Amounts, if any, or Arrears of Interest or Additional Interest, if any, as set forth in 
any supplemental indenture issued in accordance with Section 3.01 with respect to any series of Debt Securities, 
or change the currency of payment of the principal amount of, premium, if any, or interest on, any such Debt 
Security 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, on or after the Redemption Date); or  
(b) reduce the percentage in aggregate principal amount of the Outstanding Debt Securities of any series, the 
consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is 
required for any waiver (of compliance with certain provisions of this Indenture or of certain defaults hereunder 
and their consequences) provided for in this Indenture; or  
(c) modify any of the provisions of this Section 9.02 or Section 5.14 except to increase any such percentage or 
to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the 
Holder of each Outstanding Debt Security affected thereby; PROVIDED, however, that this clause shall not be 
deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and 
concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of 
Sections 6.11(b) and 9.01(j);  
(d) change any obligation of the Company to maintain an office or agency in the places and for the purposes 
specified in Section 10.02; or  

successor) to pay Additional Amounts, if any, or Arrears of Interest or Additional Interest, if any, as set forth in 
any supplemental indenture issued in accordance with Section 3.01 with respect to any series of Debt Securities, 
or change the currency of payment of the principal amount of, premium, if any, or interest on, any such Debt 
Security 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, on or after the Redemption Date); or  
(b) reduce the percentage in aggregate principal amount of the Outstanding Debt Securities of any series, the 
consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is 
required for any waiver (of compliance with certain provisions of this Indenture or of certain defaults hereunder 
and their consequences) provided for in this Indenture; or  
(c) modify any of the provisions of this Section 9.02 or Section 5.14 except to increase any such percentage or 
to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the 
Holder of each Outstanding Debt Security affected thereby; PROVIDED, however, that this clause shall not be 
deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and 
concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of 
Sections 6.11(b) and 9.01(j);  
(d) change any obligation of the Company to maintain an office or agency in the places and for the purposes 
specified in Section 10.02; or  
(e) change in any manner adverse to the interests of the Holders of any Subordinated Debt Securities of any 
series the subordination provisions of the Subordinated Debt Securities of such series or the terms and conditions 
of the obligations of the Company in respect of the due and punctual payment of any amounts due and payable 
on such series, including whether Senior Creditors shall be express third party beneficiaries.  
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 Debt Securities, or which 
modifies the rights of the Holders of Debt Securities of such series with respect to such  
67  
covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Debt 
Securities of any other series.  
SECTION 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or accepting the 
additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of 
the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01) 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 obliged to, enter into any such 
supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or 
otherwise.  
SECTION 9.04. 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 Debt Securities theretofore or 
thereafter authenticated and delivered hereunder and every holder of Coupons, if any, shall be bound thereby, 
except as otherwise expressed therein.  
SECTION 9.05. 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 9.06. REFERENCE IN DEBT SECURITIES TO SUPPLEMENTAL INDENTURES. Debt 
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 

covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Debt 
Securities of any other series.  
SECTION 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or accepting the 
additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of 
the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01) 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 obliged to, enter into any such 
supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or 
otherwise.  
SECTION 9.04. 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 Debt Securities theretofore or 
thereafter authenticated and delivered hereunder and every holder of Coupons, if any, shall be bound thereby, 
except as otherwise expressed therein.  
SECTION 9.05. 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 9.06. REFERENCE IN DEBT SECURITIES TO SUPPLEMENTAL INDENTURES. Debt 
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 Debt 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 such Debt Securities may be authenticated and 
delivered by the Trustee in exchange for Outstanding Debt Securities of such series.  
68  
ARTICLE 10  
COVENANTS  
SECTION 10.01. PAYMENT OF PRINCIPAL, PREMIUM, AND INTEREST. The Company covenants 
and agrees for the benefit of each series of Debt Securities that it will duly and punctually pay the principal of (and 
premium, if any) and interest, if any, on the Debt Securities of that series in accordance with the terms of the Debt 
Securities, any Coupons appertaining thereto and this Indenture.  
Any interest on bearer Debt Securities shall be payable only upon presentation and surrender outside the United 
States of the several Coupons for such interest installments as are evidenced thereby as they severally mature. 
Any interest on any temporary bearer Debt Securities shall be paid, as to any installment of interest evidenced by 
a Coupon attached thereto, if any, only upon presentation and surrender outside the United States of such 
Coupon, and, as to the other installments of interest, if any, only upon presentation outside the United States of 
such Debt Securities for notation thereon of the payment of such interest. Any interest on registered Debt 
Securities shall be payable only to or upon the written order of the Holders thereof.  
SECTION 10.02. MAINTENANCE OF OFFICE OR AGENCY. The Company will maintain in each Place of 
Payment for any series of Debt Securities an office or agency where Debt Securities of that series and any 
Coupons appertaining thereto may be presented or surrendered for payment, where Debt 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 Debt Securities of that series and any Coupons appertaining thereto and this Indenture 
may be served; PROVIDED, however, that at the option of the Company in the case of registered Debt 
Securities of such series, payment of any interest thereon may be made by check mailed to the address of the 
Person entitled herein as such address shall appear in the Debt Security Register, unless such person requests 
payment by wire transfer pursuant to Section 3.07(a). With respect to the Debt Securities of any series, such 
office or agency in each Place of Payment shall be specified as contemplated by Section 3.01, and if not so 
specified, initially shall be the Corporate Trust Office of the Trustee. Unless otherwise specified pursuant to 

ARTICLE 10  
COVENANTS  
SECTION 10.01. PAYMENT OF PRINCIPAL, PREMIUM, AND INTEREST. The Company covenants 
and agrees for the benefit of each series of Debt Securities that it will duly and punctually pay the principal of (and 
premium, if any) and interest, if any, on the Debt Securities of that series in accordance with the terms of the Debt 
Securities, any Coupons appertaining thereto and this Indenture.  
Any interest on bearer Debt Securities shall be payable only upon presentation and surrender outside the United 
States of the several Coupons for such interest installments as are evidenced thereby as they severally mature. 
Any interest on any temporary bearer Debt Securities shall be paid, as to any installment of interest evidenced by 
a Coupon attached thereto, if any, only upon presentation and surrender outside the United States of such 
Coupon, and, as to the other installments of interest, if any, only upon presentation outside the United States of 
such Debt Securities for notation thereon of the payment of such interest. Any interest on registered Debt 
Securities shall be payable only to or upon the written order of the Holders thereof.  
SECTION 10.02. MAINTENANCE OF OFFICE OR AGENCY. The Company will maintain in each Place of 
Payment for any series of Debt Securities an office or agency where Debt Securities of that series and any 
Coupons appertaining thereto may be presented or surrendered for payment, where Debt 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 Debt Securities of that series and any Coupons appertaining thereto and this Indenture 
may be served; PROVIDED, however, that at the option of the Company in the case of registered Debt 
Securities of such series, payment of any interest thereon may be made by check mailed to the address of the 
Person entitled herein as such address shall appear in the Debt Security Register, unless such person requests 
payment by wire transfer pursuant to Section 3.07(a). With respect to the Debt Securities of any series, such 
office or agency in each Place of Payment shall be specified as contemplated by Section 3.01, and if not so 
specified, initially shall be the Corporate Trust Office of the Trustee. Unless otherwise specified pursuant to 
Section 3.01, the Company will maintain in the Borough of Manhattan, The City of New York, an office or 
agency where notices and demands to or upon the Company in respect of Debt Securities of any series and any 
Coupons appertaining thereto 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 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 (except presentations or surrenders  
69  
of bearer Debt Securities or Coupons for payment) may be made or served at the Corporate Trust Office of the 
Trustee. The Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices 
and demands.  
The Company may also from time to time designate one or more other offices or agencies (in or outside the 
Borough of Manhattan, The City of New York) where the Debt Securities of one or more series and any 
Coupons appertaining thereto may be presented or surrendered for any or all such purposes and may from time 
to time rescind such designations; PROVIDED, however, that no such designation or rescission shall in any 
manner relieve the Company of any obligation to maintain an office or agency in each Place of Payment (except 
as otherwise indicated in this Section) for Debt Securities of any series and any Coupons appertaining thereto 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.  
SECTION 10.03. MONEY FOR PAYMENTS TO BE HELD IN TRUST. If the Company shall at any time 
act as Paying Agent with respect to the Debt Securities of any series and any Coupons appertaining thereto, it 
will, to the extent permitted by applicable law, on or before each due date for payment of the principal of (and 
premium, if any) or interest, if any, on any of the Debt Securities of that series, segregate and hold in trust for the 
benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest, if any, 
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 failure so to act.  

of bearer Debt Securities or Coupons for payment) may be made or served at the Corporate Trust Office of the 
Trustee. The Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices 
and demands.  
The Company may also from time to time designate one or more other offices or agencies (in or outside the 
Borough of Manhattan, The City of New York) where the Debt Securities of one or more series and any 
Coupons appertaining thereto may be presented or surrendered for any or all such purposes and may from time 
to time rescind such designations; PROVIDED, however, that no such designation or rescission shall in any 
manner relieve the Company of any obligation to maintain an office or agency in each Place of Payment (except 
as otherwise indicated in this Section) for Debt Securities of any series and any Coupons appertaining thereto 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.  
SECTION 10.03. MONEY FOR PAYMENTS TO BE HELD IN TRUST. If the Company shall at any time 
act as Paying Agent with respect to the Debt Securities of any series and any Coupons appertaining thereto, it 
will, to the extent permitted by applicable law, on or before each due date for payment of the principal of (and 
premium, if any) or interest, if any, on any of the Debt Securities of that series, segregate and hold in trust for the 
benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest, if any, 
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 failure so to act.  
Whenever the Company shall have one or more Paying Agents for any series of Debt Securities, it will, prior to 
each due date for payment of the principal of (and premium, if any) or interest, if any, on any Debt Securities of 
that series, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, if 
any, so becoming due, such sum, to the extent permitted by applicable law, to be held in trust for the benefit of 
the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the 
Company will promptly notify the Trustee of its action or its failure so to act. The Company will cause each 
Paying Agent for any series of Debt Securities other than the Trustee to execute and deliver to the Trustee an 
instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that 
such Paying Agent will:  
(a) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and, to the extent 
permitted by applicable law, hold all sums held by it for the payment of the principal of (and premium, if any) or 
interest, if any, on Debt Securities of that series in trust for the benefit of the Persons entitled  
70  
thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;  
(b) give the Trustee timely notice of any default by the Company (or any other obligor upon the Debt Securities 
of that series) in the making of any payment, when due and payable, or principal of (and premium, if any) or 
interest, if any, on Debt Securities of that series; and  
(c) 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 the 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 money.  
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, if any, on any Debt Security of any series and 
remaining unclaimed by the Persons entitled thereto after the expiration of the applicable statute of limitations 
following the date of Maturity of the Debt Securities of such series, the relevant Interest Payment Date or the date 
fixed for the redemption of such Debt Securities of such series shall be paid to the Company on demand, or (if 
then held by the Company) shall be discharged from such trust; and the Holder or the beneficial owners or 

thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;  
(b) give the Trustee timely notice of any default by the Company (or any other obligor upon the Debt Securities 
of that series) in the making of any payment, when due and payable, or principal of (and premium, if any) or 
interest, if any, on Debt Securities of that series; and  
(c) 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 the 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 money.  
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, if any, on any Debt Security of any series and 
remaining unclaimed by the Persons entitled thereto after the expiration of the applicable statute of limitations 
following the date of Maturity of the Debt Securities of such series, the relevant Interest Payment Date or the date 
fixed for the redemption of such Debt Securities of such series shall be paid to the Company on demand, or (if 
then held by the Company) shall be discharged from such trust; and the Holder or the beneficial owners or 
holders of any such Debt Security and the holder of any Coupon appertaining thereto shall thereafter, as an 
unsecured general creditor, look only to the Company for payment thereof (and, in the case of bearer Debt 
Securities or Coupons, such payments shall be made only outside the United States), 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 at least 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 paid to the Company.  
71  
SECTION 10.04. CORPORATE 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.  
SECTION 10.05. STATEMENT AS TO COMPLIANCE. The Company will deliver to the Trustee, within 
120 days after the end of each fiscal year, a certificate in compliance with Section 314(a)(4) of the Trust 
Indenture Act.  
SECTION 10.06. ORIGINAL ISSUE DISCOUNT. The Company shall provide to the Trustee on a timely 
basis such information, if any, as the Trustee requires to enable the Trustee to prepare and file any form required 
to be submitted by the Company with the Internal Revenue Service and the Holders of the Debt Securities 
relating to any original issue discount, including, without limitation, Form 1099-OID or any successor form.  
SECTION 10.07. STATEMENT BY OFFICERS AS TO DEFAULT. The Company shall deliver to the 
Trustee, as soon as possible and in any event within ten days after the Company becomes aware of the 
occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute 
an Event of Default or a Default, an Officer's Certificate setting forth the details of such Event of Default or 
Default and the action which the Company proposes to take with respect thereto.  
ARTICLE 11  
REDEMPTION OF DEBT SECURITIES  
SECTION 11.01. APPLICABILITY OF ARTICLE. Debt Securities of any series shall be redeemable in 
accordance with their terms and (except as otherwise specified pursuant to Section 3.01 for Debt Securities of 
any series) in accordance with this Article.  

SECTION 10.04. CORPORATE 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.  
SECTION 10.05. STATEMENT AS TO COMPLIANCE. The Company will deliver to the Trustee, within 
120 days after the end of each fiscal year, a certificate in compliance with Section 314(a)(4) of the Trust 
Indenture Act.  
SECTION 10.06. ORIGINAL ISSUE DISCOUNT. The Company shall provide to the Trustee on a timely 
basis such information, if any, as the Trustee requires to enable the Trustee to prepare and file any form required 
to be submitted by the Company with the Internal Revenue Service and the Holders of the Debt Securities 
relating to any original issue discount, including, without limitation, Form 1099-OID or any successor form.  
SECTION 10.07. STATEMENT BY OFFICERS AS TO DEFAULT. The Company shall deliver to the 
Trustee, as soon as possible and in any event within ten days after the Company becomes aware of the 
occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute 
an Event of Default or a Default, an Officer's Certificate setting forth the details of such Event of Default or 
Default and the action which the Company proposes to take with respect thereto.  
ARTICLE 11  
REDEMPTION OF DEBT SECURITIES  
SECTION 11.01. APPLICABILITY OF ARTICLE. Debt Securities of any series shall be redeemable in 
accordance with their terms and (except as otherwise specified pursuant to Section 3.01 for Debt Securities of 
any series) in accordance with this Article.  
SECTION 11.02. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of the Company to 
redeem any Debt Securities shall be evidenced by an Officer's Certificate. The Company shall, not more than 60 
days nor less than 30 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be 
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Debt 
Securities of such series to be redeemed and, if applicable, the tenor of the Debt Securities to be redeemed. In 
the case of any redemption of Debt Securities of any series prior to the expiration of any provision restricting such 
redemption provided in the terms of such Debt Securities or elsewhere in this Indenture, the Company shall 
furnish the Trustee  
72  
with an Officer's Certificate evidencing compliance with or waiver of such provision.  
SECTION 11.03. SELECTION BY TRUSTEE OF DEBT SECURITIES TO BE REDEEMED. If less than all 
the Debt Securities of any series are to be redeemed, the particular Debt Securities to be redeemed shall be 
selected not more than 60 days nor less than 30 days prior to the Redemption Date by the Trustee, from the 
Outstanding Debt Securities of such series 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 registered Debt Securities of that series or any multiple thereof) of the 
principal amount of Debt Securities of such series of a denomination larger than the minimum authorized 
denomination for Debt Securities of that series.  
The Trustee shall promptly notify the Company in writing of the Debt Securities selected for redemption and, in 
the case of any Debt 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 Debt Securities shall relate in the case of any Debt Securities redeemed or to be redeemed only in part, to the 
portion of the principal amount of such registered Debt Security which has been or is to be redeemed.  
SECTION 11.04. NOTICE OF REDEMPTION. Notice of redemption shall be given not less than 30 nor more 
than 60 days prior to the Redemption Date to each Holder of Debt Securities to be redeemed in the manner and 
to the extent provided in Section 1.06.  

with an Officer's Certificate evidencing compliance with or waiver of such provision.  
SECTION 11.03. SELECTION BY TRUSTEE OF DEBT SECURITIES TO BE REDEEMED. If less than all 
the Debt Securities of any series are to be redeemed, the particular Debt Securities to be redeemed shall be 
selected not more than 60 days nor less than 30 days prior to the Redemption Date by the Trustee, from the 
Outstanding Debt Securities of such series 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 registered Debt Securities of that series or any multiple thereof) of the 
principal amount of Debt Securities of such series of a denomination larger than the minimum authorized 
denomination for Debt Securities of that series.  
The Trustee shall promptly notify the Company in writing of the Debt Securities selected for redemption and, in 
the case of any Debt 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 Debt Securities shall relate in the case of any Debt Securities redeemed or to be redeemed only in part, to the 
portion of the principal amount of such registered Debt Security which has been or is to be redeemed.  
SECTION 11.04. NOTICE OF REDEMPTION. Notice of redemption shall be given not less than 30 nor more 
than 60 days prior to the Redemption Date to each Holder of Debt Securities to be redeemed in the manner and 
to the extent provided in Section 1.06.  
All notices of redemption shall state:  
(a) the Redemption Date,  
(b) the Redemption Price,  
(c) if less than all the Outstanding Debt Securities of any series are to be redeemed, the identification (and, in the 
case of partial redemption, the principal amount) of the Debt Securities to be redeemed or the manner in which 
such Debt Securities will be identified,  
(d) that on the Redemption Date the Redemption Price will become due and payable upon each such Debt 
Security to be redeemed and, if applicable, that interest thereon will cease to accrue on or after the said date,  
73  
(e) the place or places where such Debt Securities are to be surrendered for payment of the Redemption Price 
(which, in the case of bearer Debt Securities and Coupons, shall be outside the United States), and that, unless 
otherwise specified in such notice, bearer Debt Securities in definitive form (if any) surrendered for payment must 
be accompanied by all Coupons maturing subsequent to the Redemption Date, failing which the amount of any 
such missing Coupon or Coupons will be deducted from the sum due for payment, and  
(f) the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to such Debt Securities.  
Notice of redemption of Debt Securities to be redeemed at the selection of the Company 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. In the 
event that the Company elects to have notice of redemption given by the Trustee, it shall deliver such notice to the 
Trustee at least fifteen (15) days prior to the date on which such notice is to be given (unless a shorter period 
shall be acceptable to the Trustee).  
SECTION 11.05. DEPOSIT OF REDEMPTION PRICE. On or prior to any Redemption Date, the Company 
shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as Paying Agent, segregate 
and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, 
and (except if the Redemption Date shall be an Interest Payment Date) accrued but unpaid interest on, all the 
Debt Securities which are to be redeemed on that date.  
SECTION 11.06. DEBT SECURITIES PAYABLE ON REDEMPTION DATE. Notice of redemption having 

(e) the place or places where such Debt Securities are to be surrendered for payment of the Redemption Price 
(which, in the case of bearer Debt Securities and Coupons, shall be outside the United States), and that, unless 
otherwise specified in such notice, bearer Debt Securities in definitive form (if any) surrendered for payment must 
be accompanied by all Coupons maturing subsequent to the Redemption Date, failing which the amount of any 
such missing Coupon or Coupons will be deducted from the sum due for payment, and  
(f) the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to such Debt Securities.  
Notice of redemption of Debt Securities to be redeemed at the selection of the Company 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. In the 
event that the Company elects to have notice of redemption given by the Trustee, it shall deliver such notice to the 
Trustee at least fifteen (15) days prior to the date on which such notice is to be given (unless a shorter period 
shall be acceptable to the Trustee).  
SECTION 11.05. DEPOSIT OF REDEMPTION PRICE. On or prior to any Redemption Date, the Company 
shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as Paying Agent, segregate 
and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, 
and (except if the Redemption Date shall be an Interest Payment Date) accrued but unpaid interest on, all the 
Debt Securities which are to be redeemed on that date.  
SECTION 11.06. DEBT SECURITIES PAYABLE ON REDEMPTION DATE. Notice of redemption having 
been given as aforesaid, the Debt Securities so to be redeemed shall, on the Redemption Date, become due and 
payable at the Redemption Price therein specified, and from and after such date (unless the Company shall 
default in the payment of the Redemption Price and accrued interest, if any) such Debt Securities shall cease to 
accrue interest. Upon surrender of any such Debt Security for redemption in accordance with said notice, such 
Debt Security shall be paid by the Company at the Redemption Price, together with accrued but unpaid interest, 
if any, to the Redemption Date; PROVIDED, however, that with respect to any Debt Securities in registered 
form, unless otherwise specified as contemplated by Section 3.01, a payment of interest which is payable on an 
Interest Payment Date which is on or before the Redemption Date, shall be payable to the Holders of such Debt 
Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant 
Regular Record Date according to the terms of the Debt Securities and the provisions of  
Section 3.07.  
74  
If any Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the 
principal and any premium shall, until paid, bear interest from and after the Redemption Date in accordance with 
the terms of such Debt Security and the provisions of Section 3.07.  
SECTION 11.07. DEBT SECURITIES REDEEMED IN PART. Any Debt Security which is to be redeemed 
only in part shall be surrendered at a Place of Payment therefor (with, only in the case of Debt Securities in 
registered form, if the Company or the Trustee so requires, due endorsement by, or a written instrument of 
transfer in form satisfactory 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 Debt Security without service charge, a new Debt Security or Debt 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 Debt Security so surrendered.  
ARTICLE 12  
SUBORDINATION OF SUBORDINATED DEBT SECURITIES  
SECTION 12.01. SUBORDINATED DEBT SECURITIES SUBORDINATE TO CLAIMS OF SENIOR 
CREDITORS. (a) Unless otherwise provided for in a supplemental indenture with respect to any series of Debt 
Securities, (i) The claims of the Holders of the dated Subordinated Debt Securities of each series and the holders 
of any Coupons relating thereto (to the extent such Coupons rank equally with the underlying Subordinated Debt 
Security) against the Company in respect of the principal of, premium, if any, interest if any, on the dated 
Subordinated Debt Securities of such series will, subject to applicable law, in the event a court of competent 

If any Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the 
principal and any premium shall, until paid, bear interest from and after the Redemption Date in accordance with 
the terms of such Debt Security and the provisions of Section 3.07.  
SECTION 11.07. DEBT SECURITIES REDEEMED IN PART. Any Debt Security which is to be redeemed 
only in part shall be surrendered at a Place of Payment therefor (with, only in the case of Debt Securities in 
registered form, if the Company or the Trustee so requires, due endorsement by, or a written instrument of 
transfer in form satisfactory 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 Debt Security without service charge, a new Debt Security or Debt 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 Debt Security so surrendered.  
ARTICLE 12  
SUBORDINATION OF SUBORDINATED DEBT SECURITIES  
SECTION 12.01. SUBORDINATED DEBT SECURITIES SUBORDINATE TO CLAIMS OF SENIOR 
CREDITORS. (a) Unless otherwise provided for in a supplemental indenture with respect to any series of Debt 
Securities, (i) The claims of the Holders of the dated Subordinated Debt Securities of each series and the holders 
of any Coupons relating thereto (to the extent such Coupons rank equally with the underlying Subordinated Debt 
Security) against the Company in respect of the principal of, premium, if any, interest if any, on the dated 
Subordinated Debt Securities of such series will, subject to applicable law, in the event a court of competent 
jurisdiction makes an order which is not successfully appealed within 30 days of the making of such order, or the 
shareholders of the Company validly adopt a resolution, for the winding-up of the Company (voluntary or judicial 
liquidation (LIQUIDATION AMIABLE or LIQUIDATION JUDICIAIRE)), other than under or in connection 
with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency or, following an order 
of REDRESSEMENT JUDICIAIRE, the sale of the entire business (CESSION TOTALE DE 
L'ENTREPRISE), be subordinated, and subject in right of payment, to the prior payment in full of all Senior 
Creditors (including Senior Creditors whose claims arise in the context of the liquidation). The claims of the 
Holders of the undated Subordinated Debt Securities of each series and the holders of any Coupons relating 
thereto (to the extent such Coupons rank equally with the underlying Subordinated Debt Security) against the 
Company in respect of the principal of, premium, if any, interest if any, on the undated Subordinated  
75  
Debt Securities of such series will, subject to applicable law, in the event a court of competent jurisdiction makes 
an order which is not successfully appealed within 30 days of the making of such order, or the shareholders of the 
Company validly adopt a resolution, for the winding-up of the Company (voluntary or judicial liquidation 
(LIQUIDATION AMIABLE or LIQUIDATION JUDICIAIRE)), other than under or in connection with a 
scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency or, following an order of 
REDRESSEMENT JUDICIAIRE, the sale of the entire business (CESSION TOTALE DE L'ENTREPRISE), 
be subordinated, and subject in right of payment, to the prior payment in full of all Senior Creditors and Holders 
of dated Subordinated Securities (including Senior Creditors and Holders of dated Subordinated Securities 
whose claims arise in the context of the liquidation). In any case, the dated and undated Subordinated Debt 
Securities will be paid prior to any payment of sums due to holders of PRETS PARTICIPATIFS granted to the 
Company or TITRES PARTICIPATIFS issued by the Company. Except where all sums payable by the 
Company or such other relevant Person in accordance with applicable liquidation or insolvency laws in respect of 
all claims of Senior Creditors are paid in full or full provision therefor has been made (in such circumstances such 
amounts which are permitted to be proved are referred to as the "PERMITTED PAYMENTS"), no payments 
shall be paid to Holders of the Subordinated Debt Securities. Without prejudice to the foregoing, if the Trustee 
receives amounts which are not Permitted Payments in relation to the Subordinated Debt Securities in the 
liquidation of the Company such amounts will be held on trust for distribution in satisfaction of all claims of Senior 
Creditors and only thereafter in or towards payment of the amounts due under the Subordinated Debt Securities 
or any Coupons relating thereto (to the extent such Coupons rank equally with the underlying Subordinated Debt 
Securities) and any other claims with which the Subordinated Debt Securities rank PARI PASSU.  
(ii) Any payment postponed under this Section 12.01(a) but ultimately paid to the Trustee and constituting a 

Debt Securities of such series will, subject to applicable law, in the event a court of competent jurisdiction makes 
an order which is not successfully appealed within 30 days of the making of such order, or the shareholders of the 
Company validly adopt a resolution, for the winding-up of the Company (voluntary or judicial liquidation 
(LIQUIDATION AMIABLE or LIQUIDATION JUDICIAIRE)), other than under or in connection with a 
scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency or, following an order of 
REDRESSEMENT JUDICIAIRE, the sale of the entire business (CESSION TOTALE DE L'ENTREPRISE), 
be subordinated, and subject in right of payment, to the prior payment in full of all Senior Creditors and Holders 
of dated Subordinated Securities (including Senior Creditors and Holders of dated Subordinated Securities 
whose claims arise in the context of the liquidation). In any case, the dated and undated Subordinated Debt 
Securities will be paid prior to any payment of sums due to holders of PRETS PARTICIPATIFS granted to the 
Company or TITRES PARTICIPATIFS issued by the Company. Except where all sums payable by the 
Company or such other relevant Person in accordance with applicable liquidation or insolvency laws in respect of 
all claims of Senior Creditors are paid in full or full provision therefor has been made (in such circumstances such 
amounts which are permitted to be proved are referred to as the "PERMITTED PAYMENTS"), no payments 
shall be paid to Holders of the Subordinated Debt Securities. Without prejudice to the foregoing, if the Trustee 
receives amounts which are not Permitted Payments in relation to the Subordinated Debt Securities in the 
liquidation of the Company such amounts will be held on trust for distribution in satisfaction of all claims of Senior 
Creditors and only thereafter in or towards payment of the amounts due under the Subordinated Debt Securities 
or any Coupons relating thereto (to the extent such Coupons rank equally with the underlying Subordinated Debt 
Securities) and any other claims with which the Subordinated Debt Securities rank PARI PASSU.  
(ii) Any payment postponed under this Section 12.01(a) but ultimately paid to the Trustee and constituting a 
Permitted Payment shall be applied in respect of the entitlements of the Holders of Subordinated Debt Securities 
or, as the case may be, the relative holders of any Coupons PARI PASSU and rateably in accordance with the 
provisions of Section 5.07 of this Indenture.  
(iii) For the purpose of establishing whether an amount is a Permitted Payment, the Trustee shall be entitled and is 
hereby authorized by the Company to call for (and shall be entitled to accept as conclusive evidence thereof) a 
certificate from the liquidator or other representative of the Company as to:  
76  
(A) the amount of the claims of the Senior Creditors and as to whether they shall or shall not have been fully 
satisfied or otherwise fully provided for;  
(B) the identity of the Senior Creditors and their respective entitlements;  
(C) the amount of the claims with which the Subordinated Debt Securities rank PARI PASSU (the "PARI 
PASSU CLAIMS") and whether they shall or shall not have been fully satisfied or otherwise fully provided for or 
paid out on an equivalent rateable basis to the subject payment out to the Trustee; and  
(D) the identity of the holders of the Pari Passu Claims and their respective entitlements.  
(b) The provisions of this Section shall not be applicable to any amounts of principal, premium, if any, interest, if 
any, in respect of any of the Subordinated Debt Securities of any series for the payment of which funds have been 
deposited in trust with the Trustee or any Paying Agent or have been set aside by the Company or such other 
relevant Person in accordance with applicable liquidation or insolvency laws in trust in accordance with the 
provisions of this Indenture; PROVIDED, however, that at the time of such deposit or setting aside, and 
immediately thereafter, the foregoing provisions of this Section are complied with.  
In the event of incomplete payment of Senior Creditors, the obligations of the Company under the Subordinated 
Debt Securities will become null and void.  
SECTION 12.02. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS. The provisions of this Article 
Twelve are and are intended solely for the purpose of defining the relative rights of the Holders of the 
Subordinated Debt Securities of each series and the holders of the Coupons appertaining thereto, if any, on the 
one hand and the Senior Creditors on the other hand. Nothing contained in this Article or elsewhere in this 
Indenture or in such Subordinated Debt Securities is intended to or shall (a) impair, as among the Company and 

(A) the amount of the claims of the Senior Creditors and as to whether they shall or shall not have been fully 
satisfied or otherwise fully provided for;  
(B) the identity of the Senior Creditors and their respective entitlements;  
(C) the amount of the claims with which the Subordinated Debt Securities rank PARI PASSU (the "PARI 
PASSU CLAIMS") and whether they shall or shall not have been fully satisfied or otherwise fully provided for or 
paid out on an equivalent rateable basis to the subject payment out to the Trustee; and  
(D) the identity of the holders of the Pari Passu Claims and their respective entitlements.  
(b) The provisions of this Section shall not be applicable to any amounts of principal, premium, if any, interest, if 
any, in respect of any of the Subordinated Debt Securities of any series for the payment of which funds have been 
deposited in trust with the Trustee or any Paying Agent or have been set aside by the Company or such other 
relevant Person in accordance with applicable liquidation or insolvency laws in trust in accordance with the 
provisions of this Indenture; PROVIDED, however, that at the time of such deposit or setting aside, and 
immediately thereafter, the foregoing provisions of this Section are complied with.  
In the event of incomplete payment of Senior Creditors, the obligations of the Company under the Subordinated 
Debt Securities will become null and void.  
SECTION 12.02. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS. The provisions of this Article 
Twelve are and are intended solely for the purpose of defining the relative rights of the Holders of the 
Subordinated Debt Securities of each series and the holders of the Coupons appertaining thereto, if any, on the 
one hand and the Senior Creditors on the other hand. Nothing contained in this Article or elsewhere in this 
Indenture or in such Subordinated Debt Securities is intended to or shall (a) impair, as among the Company and 
the Holders of the Subordinated Debt Securities and any Coupons, the obligation of the Company, which is 
absolute and unconditional, to pay to the holders of such claims the principal of, premium, if any, and interest, if 
any, on such Subordinated Debt Securities as and when the same shall become due and payable in accordance 
with their terms and this Indenture; or (b) affect the relative rights against the Company of the Holders of such 
Subordinated Debt Securities and of such Coupons; or (c) prevent the Trustee or the Holder of any 
Subordinated Debt Securities of the  
77  
series or the holder of any such Coupon from exercising all remedies otherwise permitted by applicable law upon 
default under this Indenture, subject to the rights, if any, under this Article of the Senior Creditors to receive cash, 
property or securities otherwise payable or deliverable to the Trustee or such Holder or holder.  
SECTION 12.03. TRUSTEE TO EFFECTUATE SUBORDINATION. Each Holder of a Subordinated Debt 
Security and each holder of any Coupon by his acceptance thereof authorizes and directs the Trustee on his 
behalf to take such action as may be necessary or appropriate to effectuate the subordination of the Subordinated 
Debt Securities provided in this Article Twelve and appoints the Trustee his attorney-in-fact for any and all such 
purposes.  
SECTION 12.04. NO WAIVER OF SUBORDINATION PROVISIONS. No right of any present or future 
Senior Creditors to enforce subordination as herein provided shall at any time in any way be prejudiced or 
impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by 
any such Senior Creditor or by any noncompliance by the Company with the terms, provisions and covenants of 
this Indenture, regardless of any knowledge thereof any such Senior Creditor may have or be otherwise charged 
with.  
SECTION 12.05. NOTICE TO TRUSTEE. The Company shall give prompt written notice to the Trustee of 
any fact known to the Company which would prohibit the making of any payment when due to or by the Trustee 
in respect of the Subordinated Debt Securities of a series. Notwithstanding the provisions of this Article or any 
other provisions of this Indenture but subject to the provisions of Section 12.01, the Trustee shall not be charged 
with knowledge of the existence of any facts which would prohibit the making of any payment when due to or by 
the Trustee in respect of such Subordinated Debt Securities unless and until a Responsible Officer of the Trustee 

series or the holder of any such Coupon from exercising all remedies otherwise permitted by applicable law upon 
default under this Indenture, subject to the rights, if any, under this Article of the Senior Creditors to receive cash, 
property or securities otherwise payable or deliverable to the Trustee or such Holder or holder.  
SECTION 12.03. TRUSTEE TO EFFECTUATE SUBORDINATION. Each Holder of a Subordinated Debt 
Security and each holder of any Coupon by his acceptance thereof authorizes and directs the Trustee on his 
behalf to take such action as may be necessary or appropriate to effectuate the subordination of the Subordinated 
Debt Securities provided in this Article Twelve and appoints the Trustee his attorney-in-fact for any and all such 
purposes.  
SECTION 12.04. NO WAIVER OF SUBORDINATION PROVISIONS. No right of any present or future 
Senior Creditors to enforce subordination as herein provided shall at any time in any way be prejudiced or 
impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by 
any such Senior Creditor or by any noncompliance by the Company with the terms, provisions and covenants of 
this Indenture, regardless of any knowledge thereof any such Senior Creditor may have or be otherwise charged 
with.  
SECTION 12.05. NOTICE TO TRUSTEE. The Company shall give prompt written notice to the Trustee of 
any fact known to the Company which would prohibit the making of any payment when due to or by the Trustee 
in respect of the Subordinated Debt Securities of a series. Notwithstanding the provisions of this Article or any 
other provisions of this Indenture but subject to the provisions of Section 12.01, the Trustee shall not be charged 
with knowledge of the existence of any facts which would prohibit the making of any payment when due to or by 
the Trustee in respect of such Subordinated Debt Securities unless and until a Responsible Officer of the Trustee 
shall have received written notice thereof from the Company or a Senior Creditor or from any trustee therefor; 
and, prior to the receipt of any such written notice by a Responsible Officer of the Trustee, the Trustee, subject 
to the provisions of Section 6.01, shall be entitled in all respects to assume that no such facts exist; PROVIDED, 
however, that if the Trustee shall not have received the notice provided for in this  
Section at least three Business Days prior to the date upon which by the terms hereof any money may become 
payable for any purpose (including, without limitation, the payment of the principal of and any premium and 
interest, if any, on any Subordinated Debt Security), then, subject to the provisions of  
Section 12.01, the Trustee shall have full power and authority to receive such money and to apply the same to the 
purpose for which such money was received and shall not be affected by any notice to the contrary which may be 
received by it within three Business Days prior to such date.  
78  
Subject to the provisions of Section 6.01, the Trustee shall be entitled to conclusively rely on the delivery to it of 
a written notice by a Person representing himself to be a Senior Creditor or a trustee therefor, to establish that 
such notice has been given by a Senior Creditor, or a trustee therefor. In the event that the Trustee determines in 
good faith that further evidence is required with respect to the right of any Person as a Senior Creditor to 
participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish 
evidence to the reasonable satisfaction of the Trustee as to the amount of claims held by such Person, and if such 
evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to 
the right of such Person to receive such payment.  
SECTION 12.06. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT. 
Upon any payment or distribution of assets of the Company referred to in this Article, the Trustee, subject to the 
provisions of Section 6.01, the Holders of the Subordinated Debt Securities of the series and the holders of any 
Coupons appertaining thereto shall be entitled to rely upon (a) any order or decree entered by any court in 
France (or in the jurisdiction of a Successor Entity or Successor Person) in which such winding-up of the 
Company or similar case or proceeding, including a proceeding for the suspension of payments under French 
law, is pending, or (b) a certificate of the liquidator of the Company (the "LIQUIDATOR"), assignee for the 
benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee, the 
Holders of such Subordinated Debt Securities or holders of any Coupons, for the purpose of ascertaining the 
Persons entitled to participate in such payment or distribution, the Senior Creditors and other claims against the 
Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all 
other facts pertinent thereto or to this Article.  

Subject to the provisions of Section 6.01, the Trustee shall be entitled to conclusively rely on the delivery to it of 
a written notice by a Person representing himself to be a Senior Creditor or a trustee therefor, to establish that 
such notice has been given by a Senior Creditor, or a trustee therefor. In the event that the Trustee determines in 
good faith that further evidence is required with respect to the right of any Person as a Senior Creditor to 
participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish 
evidence to the reasonable satisfaction of the Trustee as to the amount of claims held by such Person, and if such 
evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to 
the right of such Person to receive such payment.  
SECTION 12.06. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT. 
Upon any payment or distribution of assets of the Company referred to in this Article, the Trustee, subject to the 
provisions of Section 6.01, the Holders of the Subordinated Debt Securities of the series and the holders of any 
Coupons appertaining thereto shall be entitled to rely upon (a) any order or decree entered by any court in 
France (or in the jurisdiction of a Successor Entity or Successor Person) in which such winding-up of the 
Company or similar case or proceeding, including a proceeding for the suspension of payments under French 
law, is pending, or (b) a certificate of the liquidator of the Company (the "LIQUIDATOR"), assignee for the 
benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee, the 
Holders of such Subordinated Debt Securities or holders of any Coupons, for the purpose of ascertaining the 
Persons entitled to participate in such payment or distribution, the Senior Creditors and other claims against the 
Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all 
other facts pertinent thereto or to this Article.  
SECTION 12.07. TRUSTEE NOT FIDUCIARY FOR SENIOR CREDITORS. The Trustee shall not be 
deemed to owe any fiduciary duty to the Senior Creditors and shall not be liable to any such holders if it shall in 
good faith mistakenly pay over or distribute to Holders of Subordinated Debt Securities of the series or holders 
of Coupons appertaining thereto or to the Company or to any other Person cash, property or securities to which 
any Senior Creditors shall be entitled by virtue of this Article or otherwise.  
SECTION 12.08. RIGHTS OF TRUSTEE AS SENIOR CREDITOR; PRESERVATION OF TRUSTEE'S 
RIGHTS. The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with respect 
to any claims of Senior Creditors which may at any time be held by it, to the same extent as any other Senior 
Creditor, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder.  
79  
Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07.  
SECTION 12.09. ARTICLE APPLICABLE TO PAYING AGENTS. At all times when a Paying Agent other 
than the Trustee shall have been appointed by the Company and be then acting hereunder, the term "Trustee" as 
used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and 
including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were 
named in this Article in addition to or in place of the Trustee; PROVIDED, however, that Section 12.08 shall not 
apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.  
SECTION 12.10. RIGHTS OF THE COMPANY. Nothing contained in this Indenture shall in any way restrict 
the right of the Company to issue or guarantee obligations ranking in priority to or PARI PASSU with or junior to 
the obligations of the Company in respect of the Debt Securities and if in the opinion of the Company any 
modification to the provisions of this Article to permit such ranking is necessary or expedient the Trustee is 
hereby authorized to enter into a supplemental indenture effecting such modification in accordance with the 
provisions of Article 9.  
80  
This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to 
be an original, but all such counterparts shall together constitute but one and the same instrument.  
IN WITNESS WHEREOF, the Company and the Trustee have caused this Indenture to be duly executed, all as 

Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07.  
SECTION 12.09. ARTICLE APPLICABLE TO PAYING AGENTS. At all times when a Paying Agent other 
than the Trustee shall have been appointed by the Company and be then acting hereunder, the term "Trustee" as 
used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and 
including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were 
named in this Article in addition to or in place of the Trustee; PROVIDED, however, that Section 12.08 shall not 
apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.  
SECTION 12.10. RIGHTS OF THE COMPANY. Nothing contained in this Indenture shall in any way restrict 
the right of the Company to issue or guarantee obligations ranking in priority to or PARI PASSU with or junior to 
the obligations of the Company in respect of the Debt Securities and if in the opinion of the Company any 
modification to the provisions of this Article to permit such ranking is necessary or expedient the Trustee is 
hereby authorized to enter into a supplemental indenture effecting such modification in accordance with the 
provisions of Article 9.  
80  
This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to 
be an original, but all such counterparts shall together constitute but one and the same instrument.  
IN WITNESS WHEREOF, the Company and the Trustee have caused this Indenture to be duly executed, all as 
of the day and year first above written.  
AXA  
 
THE BANK OF NEW YORK  
 
81  
EXHIBIT 3  
CONFORMED COPY  
FIRST SUPPLEMENTAL INDENTURE  
between  
AXA,  
By: /s/ Gerard de la Martiniere 
    ---------------------------------
Name: Gerard de la Martiniere 
Title: Member of the Management Board
By: /s/ Kate Russell 
    ---------------------------------
    Name: Kate Russell 
    Title: AVP 
This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to 
be an original, but all such counterparts shall together constitute but one and the same instrument.  
IN WITNESS WHEREOF, the Company and the Trustee have caused this Indenture to be duly executed, all as 
of the day and year first above written.  
AXA  
 
THE BANK OF NEW YORK  
 
81  
EXHIBIT 3  
CONFORMED COPY  
FIRST SUPPLEMENTAL INDENTURE  
between  
AXA,  
By: /s/ Gerard de la Martiniere 
    ---------------------------------
Name: Gerard de la Martiniere 
Title: Member of the Management Board
By: /s/ Kate Russell 
    ---------------------------------
    Name: Kate Russell 
    Title: AVP 
EXHIBIT 3  
CONFORMED COPY  
FIRST SUPPLEMENTAL INDENTURE  
between  
AXA,  
as Issuer  
and  
THE BANK OF NEW YORK,  
as Trustee  
Dated as of December 15, 2000  
to the Indenture between  
AXA,  
as Issuer  
and  
THE BANK OF NEW YORK,  
as Trustee  
Dated as of December 15, 2000  
$900,000,000 initial aggregate principal amount of 8.60% Subordinated Notes due December 15, 2030  
[POUND]325,000,000 initial aggregate principal amount of 7.125% Subordinated Notes due December 15, 
2020  
[EURO]650,000,000 initial aggregate principal amount of 6.75% Subordinated Notes due December 15, 2020.  
                                TABLE OF CONTENTS 
                                ----------------- 
 
                                                                         PAGE
                                                                         ----
                                    ARTICLE 1 
                                   DEFINITIONS 
 
SECTION 1.01. DEFINITIONS OF TERMS .......................................2 
 
                                    ARTICLE 2 
             GENERAL TERMS AND CONDITIONS OF THE SUBORDINATED NOTES 
 
SECTION 2.01. DESIGNATION AND PRINCIPAL AMOUNT ...........................8 
SECTION 2.02. MATURITY ...................................................9 
SECTION 2.03. FORM AND PAYMENT; MINIMUM TRANSFER RESTRICTION .............9 
SECTION 2.04. PAYMENT OF INTEREST ........................................9 
SECTION 2.05. REDENOMINATION IN EURO ....................................12 
 
                                    ARTICLE 3 
                                   REDEMPTION 
 
SECTION 3.01. OPTIONAL REDEMPTION .......................................14 
SECTION 3.02. OPTIONAL REDEMPTION DUE TO CHANGES IN TAX TREATMENT .......14 
SECTION 3.03. MANDATORY REDEMPTION IF PROHIBITED FROM PAYING 
     ADDITIONAL AMOUNTS .................................................16 
SECTION 3.04. OPTIONAL REDEMPTION DUE TO A REGULATORY EVENT .............16 

                                TABLE OF CONTENTS 
                                ----------------- 
 
                                                                         PAGE
                                                                         ----
                                    ARTICLE 1 
                                   DEFINITIONS 
 
SECTION 1.01. DEFINITIONS OF TERMS .......................................2 
 
                                    ARTICLE 2 
             GENERAL TERMS AND CONDITIONS OF THE SUBORDINATED NOTES 
 
SECTION 2.01. DESIGNATION AND PRINCIPAL AMOUNT ...........................8 
SECTION 2.02. MATURITY ...................................................9 
SECTION 2.03. FORM AND PAYMENT; MINIMUM TRANSFER RESTRICTION .............9 
SECTION 2.04. PAYMENT OF INTEREST ........................................9 
SECTION 2.05. REDENOMINATION IN EURO ....................................12 
 
                                    ARTICLE 3 
                                   REDEMPTION 
 
SECTION 3.01. OPTIONAL REDEMPTION .......................................14 
SECTION 3.02. OPTIONAL REDEMPTION DUE TO CHANGES IN TAX TREATMENT .......14 
SECTION 3.03. MANDATORY REDEMPTION IF PROHIBITED FROM PAYING 
     ADDITIONAL AMOUNTS .................................................16 
SECTION 3.04. OPTIONAL REDEMPTION DUE TO A REGULATORY EVENT .............16 
 
                                    ARTICLE 4 
                     OPTIONAL DEFERRAL OF INTEREST PAYMENTS 
 
SECTION 4.01. OPTIONAL INTEREST PAYMENT DATE ............................17 
 
                                    ARTICLE 5 
                                    REMEDIES 
 
SECTION 5.01. EVENTS OF DEFAULT .........................................19 
SECTION 5.02. DEFAULTS ..................................................20 
SECTION 5.03. APPLICATION OF MONEY COLLECTED ............................21 
 
                                    ARTICLE 6 
                             COVENANTS OF THE ISSUER 
 
SECTION 6.01. AGENTS ....................................................22 
SECTION 6.02. OFFICES FOR PAYMENT .......................................28 
SECTION 6.03. PAYMENTS ..................................................29 
SECTION 6.04. ADDITIONAL AMOUNTS.........................................30 
                                    ARTICLE 7 
                                  SUBORDINATION 
 
SECTION 7.01. AGREEMENT TO SUBORDINATE ..................................32
 
                                    ARTICLE 8 
                           FORM OF SUBORDINATED NOTES 
 
SECTION 8.01. FORM OF SUBORDINATED NOTE .................................32
 
                                    ARTICLE 9 
                      ORIGINAL ISSUE OF SUBORDINATED NOTES 
 
SECTION 9.01. ORIGINAL ISSUE OF SUBORDINATED NOTES ......................32
 
                                   ARTICLE 10 
                           SATISFACTION AND DISCHARGE 
 
SECTION 10.01. SATISFACTION AND DISCHARGE ...............................33
 
                                   ARTICLE 11 
                                  MISCELLANEOUS 
 
SECTION 11.01. RATIFICATION OF BASE INDENTURE; FIRST SUPPLEMENTAL 
           INDENTURE CONTROLS ...........................................33

 
ii  
FIRST SUPPLEMENTAL INDENTURE dated as of December 15, 2000 (the "FIRST SUPPLEMENTAL 
INDENTURE") between AXA, a societe anonyme a directoire et conseil de surveillance organized under the 
laws of France (the "COMPANY"), having its registered office at 25, avenue Matignon, 75008 Paris, France 
and The Bank of New York, a New York banking corporation having its Corporate Trust Office at 101 Barclay 
Street, New York, New York, 10286, as trustee (the "TRUSTEE") under the Indenture dated as of December 
15, 2000 between the Company and the Trustee, as from time to time supplemented or amended (the "BASE 
INDENTURE" and together with this First Supplemental Indenture, the "INDENTURE"). In addition, The Bank 
of New York, through its New York and London branches, has agreed to act as paying agent and calculation 
agent hereunder.  
WHEREAS, the Company and the Trustee executed and delivered the Base Indenture to provide for the future 
issuance of the Company's debt securities (the "DEBT SECURITIES") to be issued from time to time in one or 
more series as might be determined by the Company under the Indenture, in an unlimited aggregate principal 
amount, which may be authenticated and delivered as provided in the Base Indenture;  
WHEREAS, Section 3.01 of the Base Indenture permits the terms of any series of Debt Securities to be 
established in an indenture supplemental to the Base Indenture;  
WHEREAS, pursuant to the terms of the Base Indenture, the Company may issue Debt Securities now and 
additional Debt Securities of the same or different series at later dates under the Base Indenture, as supplemented 
by the Company, and the Company desires to initially issue $900,000,000 aggregate principal amount of 8.60% 
Subordinated Notes due December 15, 2030 (such notes whether issued now or at a later date, the "U.S. 
DOLLAR NOTES"),  
[POUND]325,000,000 aggregate principal amount of 7.125% Subordinated Notes due December 15, 2020 
(such notes whether issued now or at a later date, the "STERLING NOTES") and [EURO]650,000,000 
aggregate principal amount of 6.75% Subordinated Notes due December 15, 2020 (such notes whether issued 
now or at a later date, the "EURO NOTES") (all collectively referred to as the "SUBORDINATED NOTES"), 
the form and substance of such Subordinated Notes and the terms, provisions and conditions thereof to be set 
forth as provided in the Base Indenture as supplemented by this First Supplemental Indenture;  
WHEREAS, pursuant to Section 3.01 of the Base Indenture, the Company desires to appoint The Bank of New 
                                    ARTICLE 7 
                                  SUBORDINATION 
 
SECTION 7.01. AGREEMENT TO SUBORDINATE ..................................32
 
                                    ARTICLE 8 
                           FORM OF SUBORDINATED NOTES 
 
SECTION 8.01. FORM OF SUBORDINATED NOTE .................................32
 
                                    ARTICLE 9 
                      ORIGINAL ISSUE OF SUBORDINATED NOTES 
 
SECTION 9.01. ORIGINAL ISSUE OF SUBORDINATED NOTES ......................32
 
                                   ARTICLE 10 
                           SATISFACTION AND DISCHARGE 
 
SECTION 10.01. SATISFACTION AND DISCHARGE ...............................33
 
                                   ARTICLE 11 
                                  MISCELLANEOUS 
 
SECTION 11.01. RATIFICATION OF BASE INDENTURE; FIRST SUPPLEMENTAL 
           INDENTURE CONTROLS ...........................................33
SECTION 11.02. TRUSTEE NOT RESPONSIBLE FOR RECITALS .....................33
SECTION 11.03. GOVERNING LAW ............................................33
SECTION 11.04. SEVERABILITY .............................................34
SECTION 11.05. COUNTERPARTS..............................................34

FIRST SUPPLEMENTAL INDENTURE dated as of December 15, 2000 (the "FIRST SUPPLEMENTAL 
INDENTURE") between AXA, a societe anonyme a directoire et conseil de surveillance organized under the 
laws of France (the "COMPANY"), having its registered office at 25, avenue Matignon, 75008 Paris, France 
and The Bank of New York, a New York banking corporation having its Corporate Trust Office at 101 Barclay 
Street, New York, New York, 10286, as trustee (the "TRUSTEE") under the Indenture dated as of December 
15, 2000 between the Company and the Trustee, as from time to time supplemented or amended (the "BASE 
INDENTURE" and together with this First Supplemental Indenture, the "INDENTURE"). In addition, The Bank 
of New York, through its New York and London branches, has agreed to act as paying agent and calculation 
agent hereunder.  
WHEREAS, the Company and the Trustee executed and delivered the Base Indenture to provide for the future 
issuance of the Company's debt securities (the "DEBT SECURITIES") to be issued from time to time in one or 
more series as might be determined by the Company under the Indenture, in an unlimited aggregate principal 
amount, which may be authenticated and delivered as provided in the Base Indenture;  
WHEREAS, Section 3.01 of the Base Indenture permits the terms of any series of Debt Securities to be 
established in an indenture supplemental to the Base Indenture;  
WHEREAS, pursuant to the terms of the Base Indenture, the Company may issue Debt Securities now and 
additional Debt Securities of the same or different series at later dates under the Base Indenture, as supplemented 
by the Company, and the Company desires to initially issue $900,000,000 aggregate principal amount of 8.60% 
Subordinated Notes due December 15, 2030 (such notes whether issued now or at a later date, the "U.S. 
DOLLAR NOTES"),  
[POUND]325,000,000 aggregate principal amount of 7.125% Subordinated Notes due December 15, 2020 
(such notes whether issued now or at a later date, the "STERLING NOTES") and [EURO]650,000,000 
aggregate principal amount of 6.75% Subordinated Notes due December 15, 2020 (such notes whether issued 
now or at a later date, the "EURO NOTES") (all collectively referred to as the "SUBORDINATED NOTES"), 
the form and substance of such Subordinated Notes and the terms, provisions and conditions thereof to be set 
forth as provided in the Base Indenture as supplemented by this First Supplemental Indenture;  
WHEREAS, pursuant to Section 3.01 of the Base Indenture, the Company desires to appoint The Bank of New 
York, through its New York and London branches, and BNP Paribas Luxembourg to act as Paying Agents with 
respect to the Subordinated Notes and The Bank of New York as calculation agent with respect to the 
Subordinated Notes;  
WHEREAS, each of the U.S. Dollar Notes, the Sterling Notes and the Euro Notes shall be treated as a separate 
series of Debt Securities in accordance with the terms of the Indenture and for all purposes under the Indenture;  
WHEREAS, the Company has duly authorized the execution and delivery of this First Supplemental Indenture 
and requested that the Trustee execute and deliver this First Supplemental Indenture, and all requirements 
necessary to make this First Supplemental Indenture a valid instrument in accordance with its terms have been 
done.  
NOW THEREFORE, in consideration of the purchase and acceptance of the Subordinated Notes by the 
Holders thereof, and for the purpose of setting forth, as provided in the Indenture, the form and substance of the 
Subordinated Notes and the terms, provisions and conditions thereof, the Company covenants and agrees with 
the Trustee and the Paying Agents as follows:  
ARTICLE 1  
DEFINITIONS  
SECTION 1.01. DEFINITIONS OF TERMS. For all purposes of the Indenture, except as otherwise expressly 
provided or unless the context otherwise requires:  
(a) a term defined in the Base Indenture and not otherwise defined herein has the same meaning when used in this 
First Supplemental Indenture;  

WHEREAS, each of the U.S. Dollar Notes, the Sterling Notes and the Euro Notes shall be treated as a separate 
series of Debt Securities in accordance with the terms of the Indenture and for all purposes under the Indenture;  
WHEREAS, the Company has duly authorized the execution and delivery of this First Supplemental Indenture 
and requested that the Trustee execute and deliver this First Supplemental Indenture, and all requirements 
necessary to make this First Supplemental Indenture a valid instrument in accordance with its terms have been 
done.  
NOW THEREFORE, in consideration of the purchase and acceptance of the Subordinated Notes by the 
Holders thereof, and for the purpose of setting forth, as provided in the Indenture, the form and substance of the 
Subordinated Notes and the terms, provisions and conditions thereof, the Company covenants and agrees with 
the Trustee and the Paying Agents as follows:  
ARTICLE 1  
DEFINITIONS  
SECTION 1.01. DEFINITIONS OF TERMS. For all purposes of the Indenture, except as otherwise expressly 
provided or unless the context otherwise requires:  
(a) a term defined in the Base Indenture and not otherwise defined herein has the same meaning when used in this 
First Supplemental Indenture;  
(b) unless otherwise specified, a reference to a Section or Article is to a Section or Article of this First 
Supplemental Indenture;  
(c) headings are for convenience of reference only and do not affect interpretation; and  
(d) the following terms have the meanings given to them in this Section 1.01(d) and shall have the meaning set 
forth below for purposes of this First Supplemental Indenture and the Base Indenture as it relates to the series of 
Subordinated Notes created hereunder.  
"ADDITIONAL AMOUNTS" has the meaning specified in Section 6.04.  
"ADDITIONAL INTEREST" has the meaning specified in Section 4.01(d).  
"ADJUSTED COMPARABLE YIELD" means, in the case of the U.S. Dollar Notes, the U.S. Treasury security 
selected by the Calculation Agent with the prior  
2  
written consent of the Company as having a maturity comparable to the remaining term of the U.S. Dollar Notes 
that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new 
issues of corporate debt securities of comparable maturity to the remaining term of the U.S. Dollar Notes and, in 
the case of the Sterling Notes, the U.K. government gilt-edged security selected by the Calculation Agent with 
the prior written consent of the Company having a maturity comparable to the remaining term of the Sterling 
Notes.  
"AGENT" has the meaning specified in Section 6.01.  
"ARREARS OF INTEREST" has the meaning specified in Section 4.01(b).  
"BASE INDENTURE" has the meaning set forth in the first paragraph of this First Supplemental Indenture.  
"CALCULATION AGENT" means The Bank of New York or such other calculation agent as shall be 
appointed by the Company from time to time.  
"DEBT SECURITIES" has the meaning set forth in the recitals of this First Supplemental Indenture. "Default" has 
the meaning set forth in Section 5.02.  

written consent of the Company as having a maturity comparable to the remaining term of the U.S. Dollar Notes 
that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new 
issues of corporate debt securities of comparable maturity to the remaining term of the U.S. Dollar Notes and, in 
the case of the Sterling Notes, the U.K. government gilt-edged security selected by the Calculation Agent with 
the prior written consent of the Company having a maturity comparable to the remaining term of the Sterling 
Notes.  
"AGENT" has the meaning specified in Section 6.01.  
"ARREARS OF INTEREST" has the meaning specified in Section 4.01(b).  
"BASE INDENTURE" has the meaning set forth in the first paragraph of this First Supplemental Indenture.  
"CALCULATION AGENT" means The Bank of New York or such other calculation agent as shall be 
appointed by the Company from time to time.  
"DEBT SECURITIES" has the meaning set forth in the recitals of this First Supplemental Indenture. "Default" has 
the meaning set forth in Section 5.02.  
"DEFERRAL NOTICE" has the meaning set forth in Section 4.01(a).  
"DEFERRED PAYMENT" has the meaning set forth in Section 4.01(a).  
"DEFERRED PAYMENT DATE" has the meaning set forth in Section 4.01(a).  
"DEFERRAL PERIOD" has the meaning set forth in Section 4.01(a).  
"DEFERRED RECORD DATE" has the meaning set forth in Section 4.01(b).  
"ESTABLISHED RATE" means the irrevocably fixed commission rate for the conversion of Sterling (including 
compliance with rules relating to rounding in accordance with applicable European Union regulations) into euro 
adopted by the Council of the European Union pursuant to Article 109(1)(4) of the Treaty establishing the 
European Community, as amended by the Treaty on European Union;  
"EURO BUSINESS DAY" means any day (other than a Saturday or a Sunday) which is a TARGET Settlement 
Day.  
3  
"EURO NOTES" has the meaning set forth in the recitals of this First Supplemental Indenture.  
"EURO REFERENCE BANKS" means the principal Euro-zone office of four major banks in the Euro-zone 
interbank market selected by the Calculation Agent with the prior written consent of the Company.  
"EURO REFERENCE RATE" has the meaning set forth in Section 2.04(d).  
"EURO-ZONE" means the region comprised of member states of the European Union that adopt the single 
currency in accordance with the treaty establishing the European Community (signed in Rome on March 25, 
1957), as amended by the Treaty on European Union (signed in Maastricht on February 7, 1992).  
"EVENT OF DEFAULT" has the meaning set forth in Section 5.01.  
"FIXED RATE INTEREST PERIOD" has the meaning set forth in Section 2.04(b).  
"FIXED RATE NOTES" has the meaning set forth in Section 2.04(b).  
"FLOATING INTEREST PAYMENT DATE" has the meaning set forth in Section 2.04(b).  

"EURO NOTES" has the meaning set forth in the recitals of this First Supplemental Indenture.  
"EURO REFERENCE BANKS" means the principal Euro-zone office of four major banks in the Euro-zone 
interbank market selected by the Calculation Agent with the prior written consent of the Company.  
"EURO REFERENCE RATE" has the meaning set forth in Section 2.04(d).  
"EURO-ZONE" means the region comprised of member states of the European Union that adopt the single 
currency in accordance with the treaty establishing the European Community (signed in Rome on March 25, 
1957), as amended by the Treaty on European Union (signed in Maastricht on February 7, 1992).  
"EVENT OF DEFAULT" has the meaning set forth in Section 5.01.  
"FIXED RATE INTEREST PERIOD" has the meaning set forth in Section 2.04(b).  
"FIXED RATE NOTES" has the meaning set forth in Section 2.04(b).  
"FLOATING INTEREST PAYMENT DATE" has the meaning set forth in Section 2.04(b).  
"FLOATING INTEREST PERIOD" has the meaning set forth in Section 2.04(b).  
"FLOATING RATE EURO NOTES" has the meaning set forth in Section 2.04(b).  
"INTEREST" as used herein shall include the payments of any Arrears of Interest, Additional Interest and 
Additional Amounts, as applicable, to the extent that, in such context, Arrears of Interest, Additional Interest or 
Additional Amounts are, were or would be payable in respect thereof and as if express mention of the payment 
of Arrears of Interest, Additional Interest and Additional Amounts, if applicable, were made in any provisions 
hereof where such express mention is not made.  
"INTEREST DETERMINATION DATE" has the meaning set forth in Section 2.04(d).  
"INTEREST PERIOD" has the meaning set forth in Section 2.04(b).  
"INTEREST RATE" has the meaning set forth in Section 2.04(b).  
4  
"ISSUE DATE" means December 15, 2000.  
"MAKE-WHOLE AMOUNT" means the amount calculated by the Calculation Agent in consultation with the 
Company and equal to the sum of the Present Values of the remaining scheduled payments of principal and 
interest to Maturity in the case of the U.S. Dollar Notes and the Sterling Notes.  
"MANDATORY INTEREST PAYMENT DATE" when used with respect to Subordinated Notes of any series, 
means the Interest Payment Date for such series of Subordinated Notes following the date, during any Deferral 
Period, on which  
(i) the Company declares a dividend distribution on any class of its share capital;  
(ii) the Trustee receives a written notice from the Company confirming that (A) no Regulatory Intervention is or 
will be continuing on such Interest Payment Date for such series of Subordinated Notes and (B) the Company 
has declared a dividend distribution on any class of the Company's share capital at the annual general meeting of 
the Company's shareholders immediately preceding the occurrence of such Regulatory Intervention; or  
(iii) the Company commences, and does not abandon, a public tender offer to redeem, purchase or acquire any 
of its ordinary shares, which ordinary shares shall be cancelled on completion of such tender offer.  
"MATURITY DATE" means, with respect to the U.S. Dollar Notes, December 15, 2030, with respect to the 

"ISSUE DATE" means December 15, 2000.  
"MAKE-WHOLE AMOUNT" means the amount calculated by the Calculation Agent in consultation with the 
Company and equal to the sum of the Present Values of the remaining scheduled payments of principal and 
interest to Maturity in the case of the U.S. Dollar Notes and the Sterling Notes.  
"MANDATORY INTEREST PAYMENT DATE" when used with respect to Subordinated Notes of any series, 
means the Interest Payment Date for such series of Subordinated Notes following the date, during any Deferral 
Period, on which  
(i) the Company declares a dividend distribution on any class of its share capital;  
(ii) the Trustee receives a written notice from the Company confirming that (A) no Regulatory Intervention is or 
will be continuing on such Interest Payment Date for such series of Subordinated Notes and (B) the Company 
has declared a dividend distribution on any class of the Company's share capital at the annual general meeting of 
the Company's shareholders immediately preceding the occurrence of such Regulatory Intervention; or  
(iii) the Company commences, and does not abandon, a public tender offer to redeem, purchase or acquire any 
of its ordinary shares, which ordinary shares shall be cancelled on completion of such tender offer.  
"MATURITY DATE" means, with respect to the U.S. Dollar Notes, December 15, 2030, with respect to the 
Sterling Notes, December 15, 2020 and with respect to the Euro Notes, December 15, 2020, or any other date 
on which the principal of such Subordinated Note becomes due and payable as therein or herein provided, 
whether by call for redemption, winding-up of the Company or otherwise.  
"OPTIONAL INTEREST PAYMENT DATE" means each Interest Payment Date to which either of the 
following circumstances applies:  
(i) the Trustee has received from the Company a Deferral Notice confirming that (A) a Regulatory Intervention 
has occurred and such Regulatory Intervention is continuing on such Interest Payment Date and (B) the Company 
has not declared a dividend distribution on any class of the Company's share capital since the date on which such 
Regulatory Intervention occurred; or  
5  
(ii) the Company did not declare a dividend distribution on any class of the Company's share capital at the annual 
general meeting of the Company's shareholders immediately prior to such Interest Payment Date.  
"PAYING AGENT" has the meaning set forth in Section 6.01.  
"PRESENT VALUE" means the value determined by the Calculation Agent by discounting the remaining 
principal and interest payments to Maturity on a semiannual basis, in the case of the U.S. Dollar Notes, and on an 
annual basis, in the case of the Sterling Notes, in each case (assuming a 360-day year consisting of twelve 30-
day months) using the Adjusted Comparable Yield plus 75 basis points. If the Company shall redeem the U.S. 
Dollar Notes or the Sterling Notes pursuant to Section 3.02(a)(ii) or Section 3.04, prior to 18 months after the 
Issue Date of such series of Subordinated Notes, the amount will be adjusted using the Adjusted Comparable 
Yield plus 1.500% for the U.S. Dollar Notes and 1.225% for the Sterling Notes.  
"PRINCIPAL" means, as the context may require, principal and premium, if any, as applicable.  
"PRINCIPAL SUBSIDIARY" means any consolidated subsidiary of the Company engaged in the insurance 
business and subject accordingly to regulation as such, and whose contribution to the consolidated gross written 
premiums or consolidated gross technical reserves of the Company represented 5% or more of the consolidated 
gross written premiums or consolidated gross technical reserves, respectively, as shown in the most recent 
audited consolidated financial statements of the Company as of the relevant Interest Payment Date.  
"REDENOMINATION DATE" means any Interest Payment Date for the Sterling Notes pursuant to their terms 
that falls on or after the date on which the United Kingdom becomes a participating member state and the euro is 

(ii) the Company did not declare a dividend distribution on any class of the Company's share capital at the annual 
general meeting of the Company's shareholders immediately prior to such Interest Payment Date.  
"PAYING AGENT" has the meaning set forth in Section 6.01.  
"PRESENT VALUE" means the value determined by the Calculation Agent by discounting the remaining 
principal and interest payments to Maturity on a semiannual basis, in the case of the U.S. Dollar Notes, and on an 
annual basis, in the case of the Sterling Notes, in each case (assuming a 360-day year consisting of twelve 30-
day months) using the Adjusted Comparable Yield plus 75 basis points. If the Company shall redeem the U.S. 
Dollar Notes or the Sterling Notes pursuant to Section 3.02(a)(ii) or Section 3.04, prior to 18 months after the 
Issue Date of such series of Subordinated Notes, the amount will be adjusted using the Adjusted Comparable 
Yield plus 1.500% for the U.S. Dollar Notes and 1.225% for the Sterling Notes.  
"PRINCIPAL" means, as the context may require, principal and premium, if any, as applicable.  
"PRINCIPAL SUBSIDIARY" means any consolidated subsidiary of the Company engaged in the insurance 
business and subject accordingly to regulation as such, and whose contribution to the consolidated gross written 
premiums or consolidated gross technical reserves of the Company represented 5% or more of the consolidated 
gross written premiums or consolidated gross technical reserves, respectively, as shown in the most recent 
audited consolidated financial statements of the Company as of the relevant Interest Payment Date.  
"REDENOMINATION DATE" means any Interest Payment Date for the Sterling Notes pursuant to their terms 
that falls on or after the date on which the United Kingdom becomes a participating member state and the euro is 
substituted for Sterling as its national currency.  
"REGULAR RECORD DATE" has the meaning set forth in Section 2.04(c).  
"REGULATORY EVENT" means, (a) in the event that the Company is subject to consolidated regulatory 
supervision by the Relevant Supervisory Authority, including after a Successor Entity has assumed the Company's 
obligations under the Subordinated Notes and the Company has executed a guarantee in accordance with 
Section 8.03 of the Base Indenture, and the Company is not permitted:  
(i) under the applicable rules and regulations adopted by the Relevant Supervisory Authority or an official 
application or interpretation of those rules and regulations, including a decision of any court or tribunal, to treat at 
the time such rules and regulations are implemented the  
6  
entire aggregate principal amount of any series of Subordinated Notes as regulatory capital for the purposes of 
the determination of the solvency margin or capital adequacy ratios, or  
(ii) as a result of any change made by the Relevant Supervisory Authority to the rules and regulations as originally 
implemented or any change in an official application or interpretation of those rules and regulations, including a 
decision of any court or tribunal, to treat at the time such change is made the entire aggregate principal amount of 
any series of Subordinated Notes as regulatory capital for the purposes of the determination of the solvency 
margin or capital adequacy ratios, or  
(b) in the case of the assumption of the obligations under the Indenture with respect to any series of Subordinated 
Notes by a Successor Entity in accordance with Section 8.03 of the Base Indenture, such Successor Entity is an 
insurance company or an insurance holding company and at the time of such assumption such Successor Entity is 
permitted to treat the entire aggregate principal amount of such series of Subordinated Notes as regulatory capital 
for the purposes of the determination of its solvency margin or capital adequacy ratios and, as a result of any 
change made by the Relevant Supervisory Authority to the rules and regulations in effect at the time of such 
assumption or any change in an official application or interpretation of those rules and regulations, including a 
decision of any court or tribunal, such Successor Entity is not permitted to treat the entire aggregate principal 
amount of such series of Subordinated Notes as regulatory capital for the purposes of the determination of its 
solvency margin or capital adequacy ratios.  

entire aggregate principal amount of any series of Subordinated Notes as regulatory capital for the purposes of 
the determination of the solvency margin or capital adequacy ratios, or  
(ii) as a result of any change made by the Relevant Supervisory Authority to the rules and regulations as originally 
implemented or any change in an official application or interpretation of those rules and regulations, including a 
decision of any court or tribunal, to treat at the time such change is made the entire aggregate principal amount of 
any series of Subordinated Notes as regulatory capital for the purposes of the determination of the solvency 
margin or capital adequacy ratios, or  
(b) in the case of the assumption of the obligations under the Indenture with respect to any series of Subordinated 
Notes by a Successor Entity in accordance with Section 8.03 of the Base Indenture, such Successor Entity is an 
insurance company or an insurance holding company and at the time of such assumption such Successor Entity is 
permitted to treat the entire aggregate principal amount of such series of Subordinated Notes as regulatory capital 
for the purposes of the determination of its solvency margin or capital adequacy ratios and, as a result of any 
change made by the Relevant Supervisory Authority to the rules and regulations in effect at the time of such 
assumption or any change in an official application or interpretation of those rules and regulations, including a 
decision of any court or tribunal, such Successor Entity is not permitted to treat the entire aggregate principal 
amount of such series of Subordinated Notes as regulatory capital for the purposes of the determination of its 
solvency margin or capital adequacy ratios.  
For the avoidance of doubt, in the case of the assumption of the obligations under the Indenture by a Successor 
Entity in accordance with  
Section 8.03 of the Base Indenture, any Regulatory Event with respect to a Successor Entity may be in addition 
to a separate Regulatory Event with respect to the Company, as guarantor.  
"REGULATORY INTERVENTION" means (i) in respect of the Company, a request to the Company from any 
Relevant Supervisory Authority to restore either its applicable minimum solvency margins or capital adequacy 
levels; or (ii) in respect of a Principal Subsidiary, a request to such Principal Subsidiary from its Relevant 
Supervisory Authority to restore either its applicable minimum solvency margins or capital adequacy levels.  
"RELEVANT SUPERVISORY AUTHORITY" means any relevant regulator having jurisdiction over (i) the 
Company, in the event the Company is regulated on a consolidated basis and is required to comply with any 
applicable minimum solvency margins or capital adequacy levels, or (ii) a Principal Subsidiary  
7  
"STERLING" means the lawful currency of the United Kingdom, as of the date hereof.  
"STERLING NOTES" has the meaning set forth in the recitals of this First Supplemental Indenture.  
"SUBORDINATED NOTES" has the meaning set forth in the recitals of this First Supplemental Indenture.  
"TARGET SETTLEMENT DAY" means any day on which the TARGET System is operating.  
"TARGET SYSTEM" means the Trans-European Automated Real-Time Gross Settlement Express Transfer 
System or any successor system thereto.  
"TAXES" has the meaning set forth in Section 6.04.  
"TRUSTEE" means the Person named as the "Trustee" in the first paragraph of this instrument until a successor 
trustee shall have become such pursuant to the applicable provisions of the Base Indenture, and thereafter 
"Trustee" shall mean the Person who is then the Trustee thereunder, and if at any time there is more than one such 
Person, "Trustee" shall mean and include each such Person; and "Trustee" as used with respect to the 
Subordinated Notes of any series shall mean the Trustee with respect to the Subordinated Notes of such series.  
"U.S. DOLLAR NOTES" has the meaning set forth in the recitals of this First Supplemental Indenture.  
ARTICLE 2  

"STERLING" means the lawful currency of the United Kingdom, as of the date hereof.  
"STERLING NOTES" has the meaning set forth in the recitals of this First Supplemental Indenture.  
"SUBORDINATED NOTES" has the meaning set forth in the recitals of this First Supplemental Indenture.  
"TARGET SETTLEMENT DAY" means any day on which the TARGET System is operating.  
"TARGET SYSTEM" means the Trans-European Automated Real-Time Gross Settlement Express Transfer 
System or any successor system thereto.  
"TAXES" has the meaning set forth in Section 6.04.  
"TRUSTEE" means the Person named as the "Trustee" in the first paragraph of this instrument until a successor 
trustee shall have become such pursuant to the applicable provisions of the Base Indenture, and thereafter 
"Trustee" shall mean the Person who is then the Trustee thereunder, and if at any time there is more than one such 
Person, "Trustee" shall mean and include each such Person; and "Trustee" as used with respect to the 
Subordinated Notes of any series shall mean the Trustee with respect to the Subordinated Notes of such series.  
"U.S. DOLLAR NOTES" has the meaning set forth in the recitals of this First Supplemental Indenture.  
ARTICLE 2  
GENERAL TERMS AND CONDITIONS OF THE SUBORDINATED NOTES  
SECTION 2.01. DESIGNATION AND PRINCIPAL AMOUNT. The following series of Subordinated Notes 
are hereby authorized:  
(i) Securities designated the "U.S. Dollar Notes," initially to be issued in the aggregate principal amount of 
$900,000,000;  
(ii) Securities designated the "Sterling Notes," initially to be issued in the aggregate principal amount of [POUND]
325,000,000; and  
(iii) Securities designated the "Euro Notes," initially to be issued in the aggregate principal amount of [EURO]
650,000,000.  
8  
SECTION 2.02. MATURITY. The principal of the Subordinated Notes of each series shall be due and payable 
on the Maturity Date with respect to such series.  
SECTION 2.03. FORM AND PAYMENT; MINIMUM TRANSFER RESTRICTION.  
(a) The Subordinated Notes shall be issued as registered Securities in book-entry global form and shall not be 
exchangeable for definitive securities except as provided in Section 3.05 of the Base Indenture. The 
Subordinated Notes shall not be exchangeable at any time for bearer securities. The Subordinated Notes will be 
issued as global notes registered in the name of DTC or its nominee, in the case of the U.S. Dollar Notes, and in 
the name of a common depositary, or its nominee, for Clearstream, Luxembourg and Euroclear, in the case of the 
Euro Notes and Sterling Notes. Book-entry interests in a global note may be held through organizations that 
participate, directly or indirectly, in the DTC, Clearstream, Luxembourg and Euroclear systems, as applicable. 
Book-entry interests in the U.S. Dollar global notes and all transfers relating to the U.S. Dollar global notes will 
be reflected in the book-entry records of DTC. Book-entry interests in the Euro and Sterling global notes and all 
transfers relating to the Euro and Sterling global notes will be reflected in the book-entry records of Euroclear 
and Clearstream, Luxembourg.  
SECTION 2.04. PAYMENT OF INTEREST. (a) Subject to Section 4.01(a), if applicable, interest on any 
series of Subordinated Notes which is payable, and is punctually paid or duly provided for, on any Interest 
Payment Date, on any Optional Interest Payment Date where the Company has not delivered a Deferral Notice 

SECTION 2.02. MATURITY. The principal of the Subordinated Notes of each series shall be due and payable 
on the Maturity Date with respect to such series.  
SECTION 2.03. FORM AND PAYMENT; MINIMUM TRANSFER RESTRICTION.  
(a) The Subordinated Notes shall be issued as registered Securities in book-entry global form and shall not be 
exchangeable for definitive securities except as provided in Section 3.05 of the Base Indenture. The 
Subordinated Notes shall not be exchangeable at any time for bearer securities. The Subordinated Notes will be 
issued as global notes registered in the name of DTC or its nominee, in the case of the U.S. Dollar Notes, and in 
the name of a common depositary, or its nominee, for Clearstream, Luxembourg and Euroclear, in the case of the 
Euro Notes and Sterling Notes. Book-entry interests in a global note may be held through organizations that 
participate, directly or indirectly, in the DTC, Clearstream, Luxembourg and Euroclear systems, as applicable. 
Book-entry interests in the U.S. Dollar global notes and all transfers relating to the U.S. Dollar global notes will 
be reflected in the book-entry records of DTC. Book-entry interests in the Euro and Sterling global notes and all 
transfers relating to the Euro and Sterling global notes will be reflected in the book-entry records of Euroclear 
and Clearstream, Luxembourg.  
SECTION 2.04. PAYMENT OF INTEREST. (a) Subject to Section 4.01(a), if applicable, interest on any 
series of Subordinated Notes which is payable, and is punctually paid or duly provided for, on any Interest 
Payment Date, on any Optional Interest Payment Date where the Company has not delivered a Deferral Notice 
or on any date on which the Company pays any accrued Arrears of Interest and Additional Interest in 
accordance with Section 4.01(c), shall be paid, in the case of registered Subordinated Notes, to the Person in 
whose name that Subordinated Note (or one or more Predecessor Securities) is registered at the close of 
business on the Regular Record Date or Deferred Record Date, as the case may be, for such interest, including 
through a Paying Agent by wire-transfer of same-day funds to the Holder or, at the option of the Company, by 
check mailed to the address of the Holder as it appears in the Debt Security Register.  
(b) INTEREST RATES.  
(i) The U.S. Dollar Notes will bear interest from the Issue Date to the Maturity Date at a fixed rate per annum 
equal to 8.60%.  
(ii) The Sterling Notes will bear interest from the Issue Date to the Maturity Date at a fixed rate per annum equal 
to 7.125%.  
(iii) The Euro Notes will initially bear interest from the Issue Date to December 15, 2010 at a fixed rate per 
annum equal to 6.75%. After  
9  
December 15, 2010 until the Maturity Date, the Euro Notes will convert to floating rate notes which will bear 
interest at a floating rate equal to the Euro Reference Rate plus a margin of 2.20%, calculated on the relevant 
Interest Determination Date.  
(iv) The interest rates with respect to the U.S. Dollar Notes, Sterling Notes and Euro Notes are herein 
collectively referred to as the "INTEREST RATE". The U.S. Dollar Notes, Sterling Notes and Euro Notes (up 
to December 15, 2010) are herein collectively referred to as the "FIXED RATE NOTES". The Euro Notes from 
and after December 15, 2010 are herein referred to as the "FLOATING RATE EURO NOTES". The period 
from and including the Issue Date to, but excluding, the first Interest Payment Date with respect to a series of 
Fixed Rate Notes, and each successive period from, and including, an Interest Payment Date to, but excluding, 
the next successive Interest Payment Date with respect to such series, is herein referred to as a "FIXED RATE 
INTEREST PERIOD." Any Interest Payment Date after December 15, 2010 with respect to the Euro Notes is 
hereinafter referred to as a "FLOATING INTEREST PAYMENT DATE". The period from and including 
December 15, 2010, to, but excluding, the following Interest Payment Date with respect to the Floating Rate 
Euro Notes and each successive period from, and including, a Floating Interest Payment Date to, but excluding, 
the next succeeding Floating Interest Payment Date with respect to such series is called a "FLOATING 
INTEREST PERIOD" and together with the Fixed Rate Interest Periods, an "INTEREST PERIOD."  

December 15, 2010 until the Maturity Date, the Euro Notes will convert to floating rate notes which will bear 
interest at a floating rate equal to the Euro Reference Rate plus a margin of 2.20%, calculated on the relevant 
Interest Determination Date.  
(iv) The interest rates with respect to the U.S. Dollar Notes, Sterling Notes and Euro Notes are herein 
collectively referred to as the "INTEREST RATE". The U.S. Dollar Notes, Sterling Notes and Euro Notes (up 
to December 15, 2010) are herein collectively referred to as the "FIXED RATE NOTES". The Euro Notes from 
and after December 15, 2010 are herein referred to as the "FLOATING RATE EURO NOTES". The period 
from and including the Issue Date to, but excluding, the first Interest Payment Date with respect to a series of 
Fixed Rate Notes, and each successive period from, and including, an Interest Payment Date to, but excluding, 
the next successive Interest Payment Date with respect to such series, is herein referred to as a "FIXED RATE 
INTEREST PERIOD." Any Interest Payment Date after December 15, 2010 with respect to the Euro Notes is 
hereinafter referred to as a "FLOATING INTEREST PAYMENT DATE". The period from and including 
December 15, 2010, to, but excluding, the following Interest Payment Date with respect to the Floating Rate 
Euro Notes and each successive period from, and including, a Floating Interest Payment Date to, but excluding, 
the next succeeding Floating Interest Payment Date with respect to such series is called a "FLOATING 
INTEREST PERIOD" and together with the Fixed Rate Interest Periods, an "INTEREST PERIOD."  
(c) INTEREST PAYMENT DATES. Interest on the U.S. Dollar Notes will be payable semiannually in arrears 
on June 15 and December 15 of each year, commencing on June 15, 2001, to the persons in whose names the 
notes are registered at the close of business on the applicable preceding June 1 and December 1.  
Interest on the Sterling Notes will be payable annually in arrears on December 15 of each year, commencing on 
December 15, 2001, to the persons in whose name the notes are registered at the close of business on the 
applicable preceding December 1.  
Interest on the Euro Notes will be payable annually in arrears on December 15 of each year, commencing on 
December 15, 2001 until December 15, 2010, to the persons in whose names the notes are registered at the 
close of business on the applicable preceding December 1. After December 15, 2010, interest on the Euro 
Notes will be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, 
to the persons in whose name the notes are registered at the close of business on the applicable preceding March 
1, June 1, September 1 and December 1.  
10  
The dates in this Section 2.04(c) with which reference is made to determine the Persons entitled to receive 
interest on the Subordinated Notes of a series are collectively referred to as "REGULAR RECORD DATES". If 
any Interest Payment Date or Maturity Date would otherwise fall on a day which is not a Business Day, it shall be 
postponed to the next day which is a Business Day unless, with respect to the Floating Rate Euro Notes only, 
such next Business Day would then fall into the next calendar month, in which event the Interest Payment Date or 
Maturity Date of any series of Floating Rate Euro Notes shall be brought forward to the immediately preceding 
Business Day.  
(d) CALCULATION OF THE EURO REFERENCE RATE. The Euro Reference Rate will be determined by 
the Calculation Agent as at or about 11:00 a.m. (Brussels time) on the Interest Determination Date in question. 
"INTEREST DETERMINATION DATE" means the second Euro Business Day before the commencement of 
the Floating Interest Period for which the rate will apply. The "EURO REFERENCE RATE" will be determined 
as follows:  
(i) The Euro Reference Rate will be the offered rate, expressed as an annual rate, for three (3) month Euro 
deposits commencing on the first date of the relevant interest period which appears, for information purposes 
only, at or about 11:00 a.m. (Brussels time) on the display designated as page "248" on Bridge/Telerate (or such 
other page or service as may replace it for the purpose of displaying the European interbank offered rate).  
(ii) If the Euro Reference Rate cannot be ascertained as described in subparagraph (i) above, the Calculation 
Agent will request each of the Euro Reference Banks to provide the Calculation Agent with its offered quotation 
to prime banks in the Euro-zone interbank market for Euro deposits for a period of three (3) months commencing 
on the first day of the relevant Floating Interest Period, at or about 11:00 a.m. (Brussels time) on the Interest 

The dates in this Section 2.04(c) with which reference is made to determine the Persons entitled to receive 
interest on the Subordinated Notes of a series are collectively referred to as "REGULAR RECORD DATES". If 
any Interest Payment Date or Maturity Date would otherwise fall on a day which is not a Business Day, it shall be 
postponed to the next day which is a Business Day unless, with respect to the Floating Rate Euro Notes only, 
such next Business Day would then fall into the next calendar month, in which event the Interest Payment Date or 
Maturity Date of any series of Floating Rate Euro Notes shall be brought forward to the immediately preceding 
Business Day.  
(d) CALCULATION OF THE EURO REFERENCE RATE. The Euro Reference Rate will be determined by 
the Calculation Agent as at or about 11:00 a.m. (Brussels time) on the Interest Determination Date in question. 
"INTEREST DETERMINATION DATE" means the second Euro Business Day before the commencement of 
the Floating Interest Period for which the rate will apply. The "EURO REFERENCE RATE" will be determined 
as follows:  
(i) The Euro Reference Rate will be the offered rate, expressed as an annual rate, for three (3) month Euro 
deposits commencing on the first date of the relevant interest period which appears, for information purposes 
only, at or about 11:00 a.m. (Brussels time) on the display designated as page "248" on Bridge/Telerate (or such 
other page or service as may replace it for the purpose of displaying the European interbank offered rate).  
(ii) If the Euro Reference Rate cannot be ascertained as described in subparagraph (i) above, the Calculation 
Agent will request each of the Euro Reference Banks to provide the Calculation Agent with its offered quotation 
to prime banks in the Euro-zone interbank market for Euro deposits for a period of three (3) months commencing 
on the first day of the relevant Floating Interest Period, at or about 11:00 a.m. (Brussels time) on the Interest 
Determination Date. The Euro Reference Rate will be the arithmetic mean (rounded upwards if necessary to the 
nearest fifth decimal place with 0.000005 being rounded upwards) of the offered quotations as established by the 
Calculation Agent.  
(iii) If on any Interest Determination Date the Euro Reference Rate is being calculated in accordance with 
subparagraph (ii) above, and only two (2) or three (3) of the Euro Reference Banks provided offered quotations, 
the Euro Reference Rate shall be calculated in accordance with the provisions of subparagraph (ii) above, based 
on the offered quotations of those Euro Reference Banks providing offered quotations.  
11  
(iv) If on any Interest Determination Date the Euro Reference Rate is being calculated in accordance with 
subparagraph (ii) above, and less than two (2) Euro Reference Banks provide offered quotations, the Euro 
Reference Rate shall be the annual rate which the Calculation Agent determines to be the sum of the margin and 
the arithmetic mean (rounded upwards if necessary to the nearest fifth decimal place with 0.000005 being 
rounded upwards) of the Euro lending rates quoted by major banks in the Euro-zone (selected by the Calculation 
Agent with the prior written consent of the Company and being at least two (2) in number) at or about 11:00 a.m. 
(Brussels time) on the Interest Determination Date in question for loans in Euro to leading European banks for a 
period of three (3) months commencing on the first day of the relevant Floating Interest Period, except that if the 
banks so selected by the Calculation Agent are not quoting on such Interest Determination Date, the Interest Rate 
for the relevant Floating Interest Period shall be the Interest Rate in effect for the last preceding Floating Interest 
Period to which subparagraphs (i), (ii) or (iii) shall have applied.  
(e) CALCULATION OF INTEREST. With respect to the U.S. Dollar Notes and the Sterling Notes, if interest 
is required to be calculated for any period less than a year, it will be calculated based on a 360-day year 
consisting of twelve 30-day months.  
With respect to the Euro Notes, until December 15, 2010, if interest is required to be calculated for any period 
of less than a year, it will be calculated on the basis of the actual number of days elapsed since the Issue Date of 
such notes or, if more recent, the last Interest Payment Date divided by  
365 (or, if any portion of this period falls in a leap year, the sum of (A) the actual number of days in that portion 
of the period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the period 
falling in a non-leap year divided by 365).  
With respect to the Floating Rate Euro Notes, if interest is required to be calculated for any period of less than a 

(iv) If on any Interest Determination Date the Euro Reference Rate is being calculated in accordance with 
subparagraph (ii) above, and less than two (2) Euro Reference Banks provide offered quotations, the Euro 
Reference Rate shall be the annual rate which the Calculation Agent determines to be the sum of the margin and 
the arithmetic mean (rounded upwards if necessary to the nearest fifth decimal place with 0.000005 being 
rounded upwards) of the Euro lending rates quoted by major banks in the Euro-zone (selected by the Calculation 
Agent with the prior written consent of the Company and being at least two (2) in number) at or about 11:00 a.m. 
(Brussels time) on the Interest Determination Date in question for loans in Euro to leading European banks for a 
period of three (3) months commencing on the first day of the relevant Floating Interest Period, except that if the 
banks so selected by the Calculation Agent are not quoting on such Interest Determination Date, the Interest Rate 
for the relevant Floating Interest Period shall be the Interest Rate in effect for the last preceding Floating Interest 
Period to which subparagraphs (i), (ii) or (iii) shall have applied.  
(e) CALCULATION OF INTEREST. With respect to the U.S. Dollar Notes and the Sterling Notes, if interest 
is required to be calculated for any period less than a year, it will be calculated based on a 360-day year 
consisting of twelve 30-day months.  
With respect to the Euro Notes, until December 15, 2010, if interest is required to be calculated for any period 
of less than a year, it will be calculated on the basis of the actual number of days elapsed since the Issue Date of 
such notes or, if more recent, the last Interest Payment Date divided by  
365 (or, if any portion of this period falls in a leap year, the sum of (A) the actual number of days in that portion 
of the period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the period 
falling in a non-leap year divided by 365).  
With respect to the Floating Rate Euro Notes, if interest is required to be calculated for any period of less than a 
year, it will be calculated on the basis of the actual number of days elapsed since the Issue Date of such notes or, 
if more recent, the last Interest Payment Date divided by 360.  
SECTION 2.05. REDENOMINATION IN EURO. (a) The Sterling Notes may be redenominated in euro at 
the option of the Company, and without the consent of the Holders of the Sterling Notes, upon giving not less 
than 30 days' notice to the Trustee and Holders of the Sterling Notes, with effect on and from the 
Redenomination Date specified in such notice; PROVIDED, HOWEVER, that the  
12  
Company shall in any event deliver such notice specifying a Redenomination Date no later than the last day on 
which Sterling is legal tender in the United Kingdom.  
(b) In the event that the Company elects to redenominate the Sterling Notes pursuant to Section 2.05(a), the 
redenomination shall have effect as follows:  
(i) with effect on and from the Redenomination Date, each  
[POUND]1,000 in aggregate principal amount of the Sterling Notes will be deemed to be denominated in such 
amount of euro as is equivalent to its denomination in Sterling at the Established Rate and specified in the notice 
required by Section 2.05(a), subject to such provisions (if any) as to rounding up or down (and payments in 
respect of fractions consequent on rounding) as the Company may decide, with the prior written approval of the 
Trustee;  
(ii) on and after the Redenomination Date, all payments in respect of the Sterling Notes will be made solely in 
euro, including payments of interest in respect of the Interest Period commencing immediately before the 
Redenomination Date, as though references in the Sterling Notes and this First Supplemental Indenture to Sterling 
were to euro; and  
(iii) with effect on and from the Redenomination Date, such changes shall be made to the Indenture and any 
agency agreement with any agent not a party to the Indenture as the Company may decide, with the prior written 
approval of the Trustee and (in the case of any agency agreement) each Paying Agent party to such agreement, 
which paying agent shall be specified in the notice required by Section 2.05(a), to conform the Indenture and any 
relevant agency agreement to conventions then applicable to the issue, terms and conditions or trading of 
instruments denominated in euro or to enable the Sterling Notes to be consolidated with one or more issues of 

Company shall in any event deliver such notice specifying a Redenomination Date no later than the last day on 
which Sterling is legal tender in the United Kingdom.  
(b) In the event that the Company elects to redenominate the Sterling Notes pursuant to Section 2.05(a), the 
redenomination shall have effect as follows:  
(i) with effect on and from the Redenomination Date, each  
[POUND]1,000 in aggregate principal amount of the Sterling Notes will be deemed to be denominated in such 
amount of euro as is equivalent to its denomination in Sterling at the Established Rate and specified in the notice 
required by Section 2.05(a), subject to such provisions (if any) as to rounding up or down (and payments in 
respect of fractions consequent on rounding) as the Company may decide, with the prior written approval of the 
Trustee;  
(ii) on and after the Redenomination Date, all payments in respect of the Sterling Notes will be made solely in 
euro, including payments of interest in respect of the Interest Period commencing immediately before the 
Redenomination Date, as though references in the Sterling Notes and this First Supplemental Indenture to Sterling 
were to euro; and  
(iii) with effect on and from the Redenomination Date, such changes shall be made to the Indenture and any 
agency agreement with any agent not a party to the Indenture as the Company may decide, with the prior written 
approval of the Trustee and (in the case of any agency agreement) each Paying Agent party to such agreement, 
which paying agent shall be specified in the notice required by Section 2.05(a), to conform the Indenture and any 
relevant agency agreement to conventions then applicable to the issue, terms and conditions or trading of 
instruments denominated in euro or to enable the Sterling Notes to be consolidated with one or more issues of 
other Subordinated Notes issued by the Company, if any, whether or not originally denominated in Sterling or 
euro.  
(c) Notwithstanding Section 2.05(a), the Sterling Notes may, at the option of the Company, and without the 
consent of the Holders of the Sterling Notes, upon not less than 30 days' notice to the Trustee and the Holders of 
the Sterling Notes, be exchangeable for Subordinated Notes expressed to be denominated in euro in accordance 
with such arrangements as the Company may decide with the prior written approval of the Trustee, with effect on 
and from the Redenomination Date or such later Interest Payment Date under the Sterling Notes as the Company 
may specify in such notice.  
13  
(d) Except as otherwise provided in Section 2.05(c), the circumstances and consequences described in this 
Section 2.05 alone do not entitle the Company, the Trustee or any Holder of Sterling Notes to (i) early 
redemption, rescission, notice or repudiation of the terms and conditions of the Subordinated Notes or the 
Indenture or (ii) raise other defenses or request any compensation claim or affect any other obligation of the 
Company under the Sterling Notes or the Indenture based on redenomination of the Sterling Notes and the 
Indenture into euro.  
ARTICLE 3  
REDEMPTION  
SECTION 3.01. OPTIONAL REDEMPTION. Except as provided in this Article Three and in Article Eleven of 
the Base Indenture, the Subordinated Notes may not be redeemed by the Company prior to maturity.  
The Euro Notes may be redeemed in whole or in part, at the option of the Company and without the consent of 
the Holders of the Euro Notes or the Trustee, at any time on and after December 15, 2010 on any Interest 
Payment Date upon giving not less than 30 nor more than 60 days' notice to the Holders of Euro Notes at a 
redemption price equal to 100% of the aggregate principal amount thereof together with any accrued interest to, 
but excluding, the date fixed for redemption. In the event that the Euro Notes are redeemed in part pursuant to 
this Section 3.01, the Trustee shall select the Euro Notes of such series to be redeemed on a pro-rata basis, by 
lot or by such other method as it deems fair and appropriate.  
SECTION 3.02. OPTIONAL REDEMPTION DUE TO CHANGES IN TAX TREATMENT. (a) The 

(d) Except as otherwise provided in Section 2.05(c), the circumstances and consequences described in this 
Section 2.05 alone do not entitle the Company, the Trustee or any Holder of Sterling Notes to (i) early 
redemption, rescission, notice or repudiation of the terms and conditions of the Subordinated Notes or the 
Indenture or (ii) raise other defenses or request any compensation claim or affect any other obligation of the 
Company under the Sterling Notes or the Indenture based on redenomination of the Sterling Notes and the 
Indenture into euro.  
ARTICLE 3  
REDEMPTION  
SECTION 3.01. OPTIONAL REDEMPTION. Except as provided in this Article Three and in Article Eleven of 
the Base Indenture, the Subordinated Notes may not be redeemed by the Company prior to maturity.  
The Euro Notes may be redeemed in whole or in part, at the option of the Company and without the consent of 
the Holders of the Euro Notes or the Trustee, at any time on and after December 15, 2010 on any Interest 
Payment Date upon giving not less than 30 nor more than 60 days' notice to the Holders of Euro Notes at a 
redemption price equal to 100% of the aggregate principal amount thereof together with any accrued interest to, 
but excluding, the date fixed for redemption. In the event that the Euro Notes are redeemed in part pursuant to 
this Section 3.01, the Trustee shall select the Euro Notes of such series to be redeemed on a pro-rata basis, by 
lot or by such other method as it deems fair and appropriate.  
SECTION 3.02. OPTIONAL REDEMPTION DUE TO CHANGES IN TAX TREATMENT. (a) The 
Subordinated Notes of any series will be redeemable as a whole at the option of the Company upon not less than 
30 nor more than 60 days' notice, on any date, at a redemption price equal to 100% of the principal amount of 
such Subordinated Notes together with accrued but unpaid interest in respect of such series of Subordinated 
Notes to, but excluding, the date fixed for redemption or, in the case of U.S. Dollar Notes and Sterling Notes 
redeemed pursuant to subparagraph  
(a)(ii) below, at a redemption price equal to the greater of (x) 100% of their aggregate principal amount plus 
accrued but unpaid interest to, but excluding, the date fixed for redemption, or (y) a Make-Whole Amount, if at 
any time:  
(i) the Company shall determine that as a result of a change in or amendment to the laws or regulations or rulings 
of a Taxing Jurisdiction, including any treaty to which it is a party, or a change in an official application or 
interpretation of those laws or regulations or rulings, including a decision of any court or tribunal, which becomes 
effective on or after December 12, 2000 (or, in the case of any Successor Person or  
14  
Successor Entity, becomes effective on or after the date of that entity's assumption of the Company's obligations 
or the assumption of the Successor Entity's obligations in the case of a merger, conveyance, transfer or lease in 
accordance with Section 8.01 of the Base Indenture), in making any payments of principal of or interest on such 
Subordinated Notes the Company has paid or will or would on the next Interest Payment Date be required to 
pay Additional Amounts and notwithstanding whether the payment of Additional Amounts is legal or not under 
French law (or the law of a Successor Entity or Successor Person jurisdiction), or  
(ii) on the next Interest Payment Date the Company would not be entitled to claim a deduction in respect of the 
payments of interest on any particular series of Subordinated Notes in computing its French (or, in the case of a 
Successor Person or Successor Entity, the relevant successor jurisdiction) taxation liabilities;  
PROVIDED, HOWEVER, in the case of a Successor Entity or any Successor Person to a Successor Entity, 
such redemption will only be permitted pursuant to Section 3.02(a)(ii) if such Successor Entity or such Successor 
Person would not be entitled to claim a deduction in respect of such interest payments as a result of a change in 
or amendment to the laws or regulations or rulings in the Successor Entity or Successor Person's Taxing 
Jurisdiction, including any treaty to which it is a party, or a change in an official application or interpretation of 
those laws or regulations or rulings, including a decision of any court or tribunal, which becomes effective on or 
after the date the Successor Entity assumes the Company's obligations, or the Successor Person assumes the 
Successor Entity's obligations; provided that the sole purpose of the assumption by such Successor Entity or any 
Successor Person to a Successor Entity of the obligations under the Indenture would not be to permit redemption 

Successor Entity, becomes effective on or after the date of that entity's assumption of the Company's obligations 
or the assumption of the Successor Entity's obligations in the case of a merger, conveyance, transfer or lease in 
accordance with Section 8.01 of the Base Indenture), in making any payments of principal of or interest on such 
Subordinated Notes the Company has paid or will or would on the next Interest Payment Date be required to 
pay Additional Amounts and notwithstanding whether the payment of Additional Amounts is legal or not under 
French law (or the law of a Successor Entity or Successor Person jurisdiction), or  
(ii) on the next Interest Payment Date the Company would not be entitled to claim a deduction in respect of the 
payments of interest on any particular series of Subordinated Notes in computing its French (or, in the case of a 
Successor Person or Successor Entity, the relevant successor jurisdiction) taxation liabilities;  
PROVIDED, HOWEVER, in the case of a Successor Entity or any Successor Person to a Successor Entity, 
such redemption will only be permitted pursuant to Section 3.02(a)(ii) if such Successor Entity or such Successor 
Person would not be entitled to claim a deduction in respect of such interest payments as a result of a change in 
or amendment to the laws or regulations or rulings in the Successor Entity or Successor Person's Taxing 
Jurisdiction, including any treaty to which it is a party, or a change in an official application or interpretation of 
those laws or regulations or rulings, including a decision of any court or tribunal, which becomes effective on or 
after the date the Successor Entity assumes the Company's obligations, or the Successor Person assumes the 
Successor Entity's obligations; provided that the sole purpose of the assumption by such Successor Entity or any 
Successor Person to a Successor Entity of the obligations under the Indenture would not be to permit redemption 
of the Subordinated Notes.  
(b) The Company will not give a notice of redemption earlier than 60 days prior to the earliest date on which the 
Company would be obligated to pay Additional Amounts under Section 6.04. The Company will also pay to 
each Holder, or make available for payment to each Holder, of such Subordinated Notes on the redemption 
date, any Additional Amounts resulting from the payment of such redemption price.  
(c) Notwithstanding Section 3.02(a) above, any Successor Person to the Company will have the option to 
redeem any series of Subordinated Notes where the Company, or the Successor Person to the Company 
pursuant to a transaction in accordance with Section 8.01 of the Base Indenture, is required to pay Additional 
Amounts upon or after any merger, conveyance, transfer or lease pursuant to Section 8.01 of the Base Indenture. 
The Company or the Successor Person is not required to use reasonable measures to avoid the obligation to pay  
15  
Additional Amounts in this situation. The provisions of this paragraph do not apply to a merger, conveyance, 
transfer or lease by a Successor Entity.  
In any case where the Company (or any Successor Entity or Successor Person) shall determine that as a result of 
any change in the official application or interpretation of any laws or regulations it is entitled to redeem 
Subordinated Notes of any series, the Company, the Successor Entity or Successor Person, as the case may be, 
shall be required to deliver to the Trustee prior to the giving of any notice of redemption a written Opinion of 
Counsel in a form reasonably satisfactory to the Trustee confirming that the Company, the Successor Entity or 
Successor Person, as the case may be, is entitled to exercise its right of redemption.  
SECTION 3.03. MANDATORY REDEMPTION IF PROHIBITED FROM PAYING ADDITIONAL 
AMOUNTS. If French law or regulation (or, the law or regulation of the applicable Taxing Jurisdiction) prohibits 
the Company (or any Successor Person or Successor Entity) from paying Additional Amounts on any series of 
Subordinated Notes notwithstanding the undertaking to pay such Additional Amounts pursuant to Section 6.04, 
then the Company (or any Successor Person or Successor Entity) shall (subject to any prior authorization of a 
Relevant Supervisory Authority) redeem all of the Subordinated Notes of the relevant series then outstanding at 
100% of their aggregate principal amount plus accrued but unpaid interest to, but excluding, the date fixed for 
such redemption, upon giving not less than seven nor more than thirty days' notice to the Holders, provided that, 
to the extent practicable, the due date for redemption of which notice hereunder shall be given, shall be the latest 
possible date before the Company (or any Successor Entity or Successor Person) becomes obligated to pay 
Additional Amounts with respect to that series, or if such date is past, as soon as is practicable thereafter.  
SECTION 3.04. OPTIONAL REDEMPTION DUE TO A REGULATORY EVENT. (a) If at any time the 

Additional Amounts in this situation. The provisions of this paragraph do not apply to a merger, conveyance, 
transfer or lease by a Successor Entity.  
In any case where the Company (or any Successor Entity or Successor Person) shall determine that as a result of 
any change in the official application or interpretation of any laws or regulations it is entitled to redeem 
Subordinated Notes of any series, the Company, the Successor Entity or Successor Person, as the case may be, 
shall be required to deliver to the Trustee prior to the giving of any notice of redemption a written Opinion of 
Counsel in a form reasonably satisfactory to the Trustee confirming that the Company, the Successor Entity or 
Successor Person, as the case may be, is entitled to exercise its right of redemption.  
SECTION 3.03. MANDATORY REDEMPTION IF PROHIBITED FROM PAYING ADDITIONAL 
AMOUNTS. If French law or regulation (or, the law or regulation of the applicable Taxing Jurisdiction) prohibits 
the Company (or any Successor Person or Successor Entity) from paying Additional Amounts on any series of 
Subordinated Notes notwithstanding the undertaking to pay such Additional Amounts pursuant to Section 6.04, 
then the Company (or any Successor Person or Successor Entity) shall (subject to any prior authorization of a 
Relevant Supervisory Authority) redeem all of the Subordinated Notes of the relevant series then outstanding at 
100% of their aggregate principal amount plus accrued but unpaid interest to, but excluding, the date fixed for 
such redemption, upon giving not less than seven nor more than thirty days' notice to the Holders, provided that, 
to the extent practicable, the due date for redemption of which notice hereunder shall be given, shall be the latest 
possible date before the Company (or any Successor Entity or Successor Person) becomes obligated to pay 
Additional Amounts with respect to that series, or if such date is past, as soon as is practicable thereafter.  
SECTION 3.04. OPTIONAL REDEMPTION DUE TO A REGULATORY EVENT. (a) If at any time the 
Company determines that a Regulatory Event has occurred on or after December 12, 2000 (or, in the case of a 
Successor Entity or Successor Person, on or after the date it has assumed the Company's obligations) with 
respect to any series of Subordinated Notes, such series of Subordinated Notes will be redeemable as a whole at 
the option of the Company (or any Successor Entity or Successor Person), upon not less than 30 nor more than 
60 days' notice on any Interest Payment Date by paying a redemption price equal to:  
(i) with respect to the Euro Notes, 100% of the aggregate principal amount of such Euro Notes together with 
accrued but unpaid interest to (but excluding) the date fixed for such redemption, and  
(ii) with respect to the U.S. Dollar Notes and the Sterling Notes, the greater of (x) 100% of their aggregate 
principal amount plus accrued  
16  
but unpaid interest to (but excluding) the date fixed for such redemption or (y) a Make-Whole Amount.  
In any case where the Company (or any Successor Entity or Successor Person) shall determine that a Regulatory 
Event has occurred and is continuing and it is entitled, as a result, to redeem Subordinated Notes of any series, 
the Company, the Successor Entity or Successor Person, as the case may be, shall be required to deliver to the 
Trustee prior to the giving of any notice of redemption a written Opinion of Counsel in a form reasonably 
satisfactory to the Trustee confirming that the Company, the Successor Entity or Successor Person, as the case 
may be, is entitled to exercise its right of redemption.  
ARTICLE 4  
OPTIONAL DEFERRAL OF INTEREST PAYMENTS  
SECTION 4.01. OPTIONAL INTEREST PAYMENT DATE. (a) On any Optional Interest Payment Date for 
any series of Subordinated Notes, the Company will be entitled, by giving notice to the Trustee and the Holders 
of the relevant series of Subordinated Notes in accordance with Sections 1.05 and 1.06 of the Base Indenture 
prior to the Regular Record Date for such Optional Interest Payment Date (a "DEFERRAL NOTICE"), to defer 
the due date for payment of any interest in respect of such series of Subordinated Notes and, accordingly, on the 
giving of such Deferral Notice, the due date (the "DEFERRED PAYMENT DATE") for payment of interest (the 
"DEFERRED PAYMENT") shall be so deferred and the Company shall not be obliged to make payment thereof 
on the date such payment would otherwise have become due and payable and such deferral of interest shall not 
constitute a Default by the Company or a breach of any of its obligations under the Indenture. The Company may 

but unpaid interest to (but excluding) the date fixed for such redemption or (y) a Make-Whole Amount.  
In any case where the Company (or any Successor Entity or Successor Person) shall determine that a Regulatory 
Event has occurred and is continuing and it is entitled, as a result, to redeem Subordinated Notes of any series, 
the Company, the Successor Entity or Successor Person, as the case may be, shall be required to deliver to the 
Trustee prior to the giving of any notice of redemption a written Opinion of Counsel in a form reasonably 
satisfactory to the Trustee confirming that the Company, the Successor Entity or Successor Person, as the case 
may be, is entitled to exercise its right of redemption.  
ARTICLE 4  
OPTIONAL DEFERRAL OF INTEREST PAYMENTS  
SECTION 4.01. OPTIONAL INTEREST PAYMENT DATE. (a) On any Optional Interest Payment Date for 
any series of Subordinated Notes, the Company will be entitled, by giving notice to the Trustee and the Holders 
of the relevant series of Subordinated Notes in accordance with Sections 1.05 and 1.06 of the Base Indenture 
prior to the Regular Record Date for such Optional Interest Payment Date (a "DEFERRAL NOTICE"), to defer 
the due date for payment of any interest in respect of such series of Subordinated Notes and, accordingly, on the 
giving of such Deferral Notice, the due date (the "DEFERRED PAYMENT DATE") for payment of interest (the 
"DEFERRED PAYMENT") shall be so deferred and the Company shall not be obliged to make payment thereof 
on the date such payment would otherwise have become due and payable and such deferral of interest shall not 
constitute a Default by the Company or a breach of any of its obligations under the Indenture. The Company may 
defer the payment of interest for any period (the "DEFERRAL PERIOD"), PROVIDED that, (i) with respect to 
the Euro Notes and Sterling Notes, such Deferral Period may not extend beyond the Stated Maturity of the Euro 
Notes or Sterling Notes of such series or any other date on which the Euro Notes or Sterling Notes of such 
series are to be paid in full (or in part in accordance with Section 4.01(c)(ii)(x) below) and, (ii) with respect to the 
U.S. Dollar Notes, (x) a Deferral Period may not extend beyond five years from the initial Deferred Payment 
Date or any earlier date on which the U.S. Dollar Notes are to be paid in full, (y) the Company must pay all 
accrued Arrears of Interest and Additional Interest on the U.S. Dollar Notes at the end of any such five-year 
period or at such earlier date and (z) at the end of any such five-year period the Company may again defer the 
payment of interest on the U.S. Dollar Notes which would otherwise be payable on any Interest Payment Date 
beginning on or following the end of such five-year period; provided that any subsequent Deferral Period must 
comply with this Section 4.01(a)(ii)  
17  
(b) ARREARS OF INTEREST. Any interest on any Subordinated Note which is payable, but is deferred 
pursuant to Section 4.01(a) shall constitute "ARREARS OF INTEREST". Arrears of Interest (together with the 
corresponding amount of Additional Interest) on any registered Subordinated Note of any series shall forthwith 
cease to be payable to the Holder on the relevant Regular Record Date by virtue of them having been such 
Holder, and such Arrears of Interest (together with the corresponding amount of Additional Interest) shall be paid 
to the Person in whose name that Subordinated Note (or one or more Predecessor Securities) is registered at the 
close of business on the record date established by the Company for such purpose (the "DEFERRED RECORD 
DATE").  
(c) PAYMENTS OF ARREARS OF INTEREST. (i) Arrears of Interest (together with the corresponding 
amount of Additional Interest) may at the option of the Company be paid in whole or in part at any time and shall 
be paid in full on any Mandatory Interest Payment Date.  
(ii) In addition to the obligations under clause 4.01(c)(i) above, all Arrears of Interest (together with the 
corresponding amount of Additional Interest) in respect of the Subordinated Notes of any series then Outstanding 
also shall become due and payable on:  
(x) the date fixed for any optional or mandatory redemption of such Subordinated Notes of such series then 
Outstanding; PROVIDED, HOWEVER, that if Euro Notes are redeemed in part pursuant to Section 3.01, only 
the Arrears of Interest (together with the corresponding amount of Additional Interest) on the Euro Notes being 
redeemed shall become due and payable; or  
(y) the date upon which a final judgment is made for the judicial liquidation (LIQUIDATION JUDICIAIRE) of 

(b) ARREARS OF INTEREST. Any interest on any Subordinated Note which is payable, but is deferred 
pursuant to Section 4.01(a) shall constitute "ARREARS OF INTEREST". Arrears of Interest (together with the 
corresponding amount of Additional Interest) on any registered Subordinated Note of any series shall forthwith 
cease to be payable to the Holder on the relevant Regular Record Date by virtue of them having been such 
Holder, and such Arrears of Interest (together with the corresponding amount of Additional Interest) shall be paid 
to the Person in whose name that Subordinated Note (or one or more Predecessor Securities) is registered at the 
close of business on the record date established by the Company for such purpose (the "DEFERRED RECORD 
DATE").  
(c) PAYMENTS OF ARREARS OF INTEREST. (i) Arrears of Interest (together with the corresponding 
amount of Additional Interest) may at the option of the Company be paid in whole or in part at any time and shall 
be paid in full on any Mandatory Interest Payment Date.  
(ii) In addition to the obligations under clause 4.01(c)(i) above, all Arrears of Interest (together with the 
corresponding amount of Additional Interest) in respect of the Subordinated Notes of any series then Outstanding 
also shall become due and payable on:  
(x) the date fixed for any optional or mandatory redemption of such Subordinated Notes of such series then 
Outstanding; PROVIDED, HOWEVER, that if Euro Notes are redeemed in part pursuant to Section 3.01, only 
the Arrears of Interest (together with the corresponding amount of Additional Interest) on the Euro Notes being 
redeemed shall become due and payable; or  
(y) the date upon which a final judgment is made for the judicial liquidation (LIQUIDATION JUDICIAIRE) of 
the Company or the date of the voluntary liquidation (LIQUIDATION AMIABLE) of the Company or of the 
sale of the whole of the business (CESSION TOTALE DE L'ENTREPRISE) of the Company following an 
order of judicial reorganization (REDRESSEMENT JUDICIAIRE).  
(d) ADDITIONAL INTEREST. Any amount of Arrears of Interest with respect to a series of Subordinated 
Notes shall bear interest (to the extent permitted by applicable law) as if it constituted the principal of such 
Subordinated Notes at a rate which corresponds to the Interest Rate then applicable to such Subordinated 
Notes. The amount of interest so accrued (the "ADDITIONAL INTEREST") in respect of Arrears of Interest 
will become due and payable as and when the applicable Arrears of Interest become due and payable in 
accordance with the provisions of Section 4.01(c). The amount of Additional Interest shall be calculated by the 
Calculation Agent in consultation with the Company. The amount of Additional Interest accrued as of an Interest 
Payment Date shall be added, for purposes only  
18  
of the calculation of the amount of Additional Interest due after such Interest Payment Date, to the corresponding 
amount of Arrears of Interest unpaid as at such Interest Payment Date as if such amount would constitute itself 
Arrears of Interest.  
(e) NOTICES. The Company shall give five Business Days' prior notice to the Trustee and to the Holders of the 
relevant series of Subordinated Notes in accordance with Sections 1.05 and 1.06, respectively, of the Base 
Indenture of its election pursuant to Section 4.01(c) to pay all or part of the Arrears of Interest or Additional 
Interest.  
(f) PAYMENT OF ARREARS OF INTEREST AND ADDITIONAL INTEREST IN PART. If any amounts 
of Arrears of Interest and Additional Interest on a series of Subordinated Notes are paid in part:  
(i) all unpaid amounts of Arrears of Interest on such Subordinated Notes shall be payable before any Additional 
Interest on such Subordinated Notes;  
(ii) Arrears of Interest on such Subordinated Notes accrued for any Interest Period shall not be payable until full 
payment has been made of all Arrears of Interest on such Subordinated Notes that have accrued during any 
earlier Interest Period and the order of payment of Additional Interest on such Subordinated Notes will follow 
that of the Arrears of Interest to which it relates; and  

of the calculation of the amount of Additional Interest due after such Interest Payment Date, to the corresponding 
amount of Arrears of Interest unpaid as at such Interest Payment Date as if such amount would constitute itself 
Arrears of Interest.  
(e) NOTICES. The Company shall give five Business Days' prior notice to the Trustee and to the Holders of the 
relevant series of Subordinated Notes in accordance with Sections 1.05 and 1.06, respectively, of the Base 
Indenture of its election pursuant to Section 4.01(c) to pay all or part of the Arrears of Interest or Additional 
Interest.  
(f) PAYMENT OF ARREARS OF INTEREST AND ADDITIONAL INTEREST IN PART. If any amounts 
of Arrears of Interest and Additional Interest on a series of Subordinated Notes are paid in part:  
(i) all unpaid amounts of Arrears of Interest on such Subordinated Notes shall be payable before any Additional 
Interest on such Subordinated Notes;  
(ii) Arrears of Interest on such Subordinated Notes accrued for any Interest Period shall not be payable until full 
payment has been made of all Arrears of Interest on such Subordinated Notes that have accrued during any 
earlier Interest Period and the order of payment of Additional Interest on such Subordinated Notes will follow 
that of the Arrears of Interest to which it relates; and  
(iii) the amount of Arrears of Interest or Additional Interest payable in respect of any Subordinated Note of such 
series with respect to any Interest Period, shall be computed PRO RATA to the total amount of all unpaid 
Arrears of Interest or, as the case may be, amount of Additional Interest accrued on the Subordinated Notes of 
such series in respect of that Interest Period to the date of payment.  
ARTICLE 5  
REMEDIES  
SECTION 5.01. EVENTS OF DEFAULT. With respect to each series of the Subordinated Notes, "EVENT 
OF DEFAULT", wherever used in the Indenture, means the making of an order by a court of competent 
jurisdiction which is not successfully appealed within 30 days of the making of such order, or the valid adoption 
by the shareholders of the Company of an effective resolution, for the winding-up of the Company (voluntary or 
judicial liquidation (LIQUIDATION AMIABLE OR LIQUIDATION JUDICIAIRE)) (other than under or in 
connection with a  
19  
scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency) or, following an order of 
judicial reorganization (REDRESSEMENT JUDICIAIRE), the sale of the entire business (CESSION TOTALE 
DE L'ENTREPRISE) of the Company.  
If an Event of Default occurs, the Subordinated Notes of each series will automatically become due and payable 
without any further action required on the part of the Holders or the Trustee.  
SECTION 5.02. DEFAULTS. With respect to each series of the Subordinated Notes, "DEFAULT" wherever 
used in the Indenture, means any one of the following events:  
(a) the Company fails to pay any instalment of interest on any Subordinated Note of the applicable series when it 
becomes due and payable and such failure continues for 30 days; or  
(b) the Company fails to pay all or any part of the principal of any Subordinated Note of the applicable series 
when it becomes due and payable and such failure continues for seven days.  
Notwithstanding the foregoing, failure to make any payment in respect of a series of Subordinated Notes shall not 
be a Default in respect of such Subordinated Notes if such payment is withheld or refused (i) in order to comply 
with any fiscal or other law or regulation or with the order of any court of competent jurisdiction, in each case 
applicable to such payment, or (ii) in case of doubt as to the validity or applicability of any such law, regulation or 
order, in accordance with advice given as to such validity or applicability at any time before the expiry of such 

scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency) or, following an order of 
judicial reorganization (REDRESSEMENT JUDICIAIRE), the sale of the entire business (CESSION TOTALE 
DE L'ENTREPRISE) of the Company.  
If an Event of Default occurs, the Subordinated Notes of each series will automatically become due and payable 
without any further action required on the part of the Holders or the Trustee.  
SECTION 5.02. DEFAULTS. With respect to each series of the Subordinated Notes, "DEFAULT" wherever 
used in the Indenture, means any one of the following events:  
(a) the Company fails to pay any instalment of interest on any Subordinated Note of the applicable series when it 
becomes due and payable and such failure continues for 30 days; or  
(b) the Company fails to pay all or any part of the principal of any Subordinated Note of the applicable series 
when it becomes due and payable and such failure continues for seven days.  
Notwithstanding the foregoing, failure to make any payment in respect of a series of Subordinated Notes shall not 
be a Default in respect of such Subordinated Notes if such payment is withheld or refused (i) in order to comply 
with any fiscal or other law or regulation or with the order of any court of competent jurisdiction, in each case 
applicable to such payment, or (ii) in case of doubt as to the validity or applicability of any such law, regulation or 
order, in accordance with advice given as to such validity or applicability at any time before the expiry of such 
period of 30 days (in the case of payments under clause 5.02(a) above) or seven days (in the case of payments 
under clause 5.02(b) above) by independent legal advisers selected by the Company and reasonably acceptable 
to the Trustee, PROVIDED, however, that, with regard to subclause (ii) only, the Trustee may by notice to the 
Company require the Company to take such action (including proceedings for a declaration by a court of 
competent jurisdiction) as the Trustee, at the Company's reasonable expense, may be advised in a written opinion 
of independent legal advisers, upon which opinion the Trustee may conclusively rely, is appropriate and 
reasonable in the circumstances to resolve such doubt, in which case the Company shall proceed with such action 
promptly and shall be bound by any final resolution of the doubt resulting therefrom. If any such action results in a 
determination that the relevant payment can be made without violating any applicable law, regulation or order, 
then the payment shall become due and payable on the expiration of 30 days (in the case of payments under 
clause 5.02(a) above) or seven days (in the case of payments under clause 5.02(b) above) after the Trustee gives 
written notice to the Company informing it of such determination.  
20  
If a Default shall occur and be continuing or the Trustee shall have given notice in accordance with the last 
sentence of the preceding paragraph, then (x) the Trustee and the Holders shall have such rights as set forth in 
Article 5 of the Base Indenture and (y) the Trustee shall have the right to institute appropriate judicial proceedings 
for the collection of the sums then due and unpaid, may prosecute such proceedings to judgment or final decree 
and may enforce the judgment or final decree against the Company or any of its property wherever situated (or 
against any Successor Person or Successor Entity or any of their respective property wherever situated, as 
applicable) in accordance with the applicable provisions of the Base Indenture. Neither the Trustee nor the 
Holders shall have the right to accelerate the maturity of the Subordinated Notes if a Default shall occur and be 
continuing.  
No recourse for the payment of the principal of or interest, if any, on any Subordinated Notes, or for any claim 
based thereon or otherwise in respect thereof and no recourse under or upon any obligation, covenant or 
agreement of the Company in the Indenture, or in any Subordinated Note, or because of the creation of any 
indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, past, 
present or future, of the Company or of any Successor Entity or Successor Person, either directly or through the 
Company whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or 
penalty or otherwise; it being expressly understood that to the extent lawful all such liability is hereby expressly 
waived and released as a condition of, and as a consideration for, the execution of this First Supplemental 
Indenture and the issue of the Subordinated Notes.  
The Trustee (without affecting the application of Section 5.03) and, by accepting a Subordinated Note, each 
Holder of a Subordinated Note will be deemed to have waived any right of set-off or counterclaim with respect 

If a Default shall occur and be continuing or the Trustee shall have given notice in accordance with the last 
sentence of the preceding paragraph, then (x) the Trustee and the Holders shall have such rights as set forth in 
Article 5 of the Base Indenture and (y) the Trustee shall have the right to institute appropriate judicial proceedings 
for the collection of the sums then due and unpaid, may prosecute such proceedings to judgment or final decree 
and may enforce the judgment or final decree against the Company or any of its property wherever situated (or 
against any Successor Person or Successor Entity or any of their respective property wherever situated, as 
applicable) in accordance with the applicable provisions of the Base Indenture. Neither the Trustee nor the 
Holders shall have the right to accelerate the maturity of the Subordinated Notes if a Default shall occur and be 
continuing.  
No recourse for the payment of the principal of or interest, if any, on any Subordinated Notes, or for any claim 
based thereon or otherwise in respect thereof and no recourse under or upon any obligation, covenant or 
agreement of the Company in the Indenture, or in any Subordinated Note, or because of the creation of any 
indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, past, 
present or future, of the Company or of any Successor Entity or Successor Person, either directly or through the 
Company whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or 
penalty or otherwise; it being expressly understood that to the extent lawful all such liability is hereby expressly 
waived and released as a condition of, and as a consideration for, the execution of this First Supplemental 
Indenture and the issue of the Subordinated Notes.  
The Trustee (without affecting the application of Section 5.03) and, by accepting a Subordinated Note, each 
Holder of a Subordinated Note will be deemed to have waived any right of set-off or counterclaim with respect 
to the Subordinated Notes or the Indenture that they might otherwise have against the Company.  
SECTION 5.03. APPLICATION OF MONEY COLLECTED. Notwithstanding Section 5.07 of the Base 
Indenture, any money collected by the Trustee pursuant to this Article 5 in respect of any series of Subordinated 
Notes 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 interest, if any, upon presentation of such Subordinated 
Notes 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 applicable to such series of Subordinated Notes in respect of which or for 
the benefit of which such money has been collected due the Trustee under Section 6.07 of the Base Indenture;  
21  
SECOND: In the event that, at such time the Company is subject to voluntary or judicial liquidation 
(LIQUIDATION AMIABLE OR LIQUIDATION JUDICIAIRE), other than under or in connection with a 
scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency or, following an order of 
judicial reorganization (REDRESSEMENT JUDICIAIRE), the sale of its entire business (CESSION TOTALE 
DE L'ENTERPRISE), to the prior full payment of all Senior Creditors to the extent required by Section 12.01 of 
the Base Indenture, PROVIDED that such obligation may be performed by the Trustee paying to the liquidator of 
the Company the amount to be so applied on terms that such liquidator shall distribute and pay the same to the 
Senior Creditors, in which event the receipt by such liquidator of such amount shall be a good discharge to the 
Trustee and the Trustee shall not be bound to supervise or be in any way responsible for such distribution or 
payment and the Holders of the Subordinated Notes shall be fully subrogated to the rights of the Senior Creditors 
to the extent of the amount paid by the Trustee to such liquidator;  
THIRD: To the payment of the amounts then due and unpaid for principal of and interest, if any, on such series of 
Subordinated Notes 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 amounts due and payable on such Subordinated 
Notes for principal and interest, if any, respectively;  
FOURTH: To the payment of the balance, if any, to the Company.  
ARTICLE 6  
COVENANTS OF THE ISSUER  
SECTION 6.01. AGENTS. (a) The Company agrees, for the benefit of the Holders from time to time of the 

SECOND: In the event that, at such time the Company is subject to voluntary or judicial liquidation 
(LIQUIDATION AMIABLE OR LIQUIDATION JUDICIAIRE), other than under or in connection with a 
scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency or, following an order of 
judicial reorganization (REDRESSEMENT JUDICIAIRE), the sale of its entire business (CESSION TOTALE 
DE L'ENTERPRISE), to the prior full payment of all Senior Creditors to the extent required by Section 12.01 of 
the Base Indenture, PROVIDED that such obligation may be performed by the Trustee paying to the liquidator of 
the Company the amount to be so applied on terms that such liquidator shall distribute and pay the same to the 
Senior Creditors, in which event the receipt by such liquidator of such amount shall be a good discharge to the 
Trustee and the Trustee shall not be bound to supervise or be in any way responsible for such distribution or 
payment and the Holders of the Subordinated Notes shall be fully subrogated to the rights of the Senior Creditors 
to the extent of the amount paid by the Trustee to such liquidator;  
THIRD: To the payment of the amounts then due and unpaid for principal of and interest, if any, on such series of 
Subordinated Notes 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 amounts due and payable on such Subordinated 
Notes for principal and interest, if any, respectively;  
FOURTH: To the payment of the balance, if any, to the Company.  
ARTICLE 6  
COVENANTS OF THE ISSUER  
SECTION 6.01. AGENTS. (a) The Company agrees, for the benefit of the Holders from time to time of the 
Subordinated Notes, that, until all of the Subordinated Notes of the applicable series are no longer Outstanding 
or until moneys for the payment of all of the principal of and interest on all Outstanding Subordinated Notes shall 
have been made available at an office or offices of a Paying Agent, whichever occurs earlier, there shall at all 
times be a paying agent hereunder. The Company hereby appoints The Bank of New York, at present having an 
office at 101 Barclay Street, New York, NY 10286, as its principal paying agent in New York, BNP Paribas 
Luxembourg, at present having an office at 10A Boulevard Royal, 2093, Luxembourg, and The Bank of New 
York, through its London Branch, at present having an office at One Canada Square, London E14 5AL, 
England, as paying agents in respect of the Subordinated Notes, upon the terms and subject to the conditions 
herein and therein set forth, it being understood that in their capacity as paying agents hereunder, The Bank of 
New York, BNP Paribas Luxembourg and The Bank of New York, London Branch, will perform their duties 
exclusively through their offices in New York,  
22  
Luxembourg and London, respectively. The Bank of New York, through its New York and London branches, 
and BNP Paribas Luxembourg and, subject to subsection (e), any successor paying agent are herein collectively 
referred to as the "PAYING AGENTS". The Paying Agents shall arrange for the payment, from funds furnished 
by the Company to the Paying Agents of the principal of and interest on the Subordinated Notes on the date such 
payments become due and payable. The Paying Agents shall have the powers and authority granted to and 
conferred upon them herein and in the Subordinated Notes.  
(b) Until all of the Subordinated Notes are no longer Outstanding, there shall at all times be a Calculation Agent 
hereunder. The Company hereby appoints The Bank of New York, through its London Branch, at present having 
an office at One Canada Square, London E14 5AL, England, as calculation agent in respect of the Notes (the 
"CALCULATION AGENT"), upon the terms and subject to the conditions herein and therein set forth. The 
Calculation Agent shall calculate the interest applicable to the Floating Rate Euro Notes in the manner as 
provided in Section 2.04(d) and in such Notes and shall calculate any Arrears of Interest and Additional Interest 
payable in respect of the Subordinated Notes pursuant to Section 4.01 and in such Notes and shall undertake all 
other services hereinafter described upon the terms and subject to the conditions herein, including, but not limited 
to, complying with the notice provisions of  
Section 6.01(h). The Calculation Agent shall have the powers and authority granted to and conferred upon it 
herein and in the Subordinated Notes.  
(c) Each of the Paying Agents and the Calculation Agent is herein referred to as an "AGENT" and they are 
referred to collectively as the "AGENTS". Prior to issuing the Subordinated Notes, the Company will cause such 

Luxembourg and London, respectively. The Bank of New York, through its New York and London branches, 
and BNP Paribas Luxembourg and, subject to subsection (e), any successor paying agent are herein collectively 
referred to as the "PAYING AGENTS". The Paying Agents shall arrange for the payment, from funds furnished 
by the Company to the Paying Agents of the principal of and interest on the Subordinated Notes on the date such 
payments become due and payable. The Paying Agents shall have the powers and authority granted to and 
conferred upon them herein and in the Subordinated Notes.  
(b) Until all of the Subordinated Notes are no longer Outstanding, there shall at all times be a Calculation Agent 
hereunder. The Company hereby appoints The Bank of New York, through its London Branch, at present having 
an office at One Canada Square, London E14 5AL, England, as calculation agent in respect of the Notes (the 
"CALCULATION AGENT"), upon the terms and subject to the conditions herein and therein set forth. The 
Calculation Agent shall calculate the interest applicable to the Floating Rate Euro Notes in the manner as 
provided in Section 2.04(d) and in such Notes and shall calculate any Arrears of Interest and Additional Interest 
payable in respect of the Subordinated Notes pursuant to Section 4.01 and in such Notes and shall undertake all 
other services hereinafter described upon the terms and subject to the conditions herein, including, but not limited 
to, complying with the notice provisions of  
Section 6.01(h). The Calculation Agent shall have the powers and authority granted to and conferred upon it 
herein and in the Subordinated Notes.  
(c) Each of the Paying Agents and the Calculation Agent is herein referred to as an "AGENT" and they are 
referred to collectively as the "AGENTS". Prior to issuing the Subordinated Notes, the Company will cause such 
Agents to execute and deliver to the Company (with a copy to the Trustee unless the Trustee is also such Agent) 
a written instrument in which such Agent shall agree to act as such hereunder, subject to the provisions of this 
Article. The Company may also serve as Paying Agent or appoint any of its affiliates to serve as Paying Agent 
and may, in the event the Calculation Agent shall resign or be removed as provided for in Section 6.01(e) and a 
successor has not been appointed at such time as a calculation is required to be made hereunder by the 
Calculation Agent, also, serve as Calculation Agent; provided that the foregoing shall not effect the Company's 
obligation to appoint a Calculation Agent as provided in Section 6.01(b). The Company will give to the Trustee 
(unless the Trustee is also such Agent) written notice of any change in the location of any office or agency of the 
Agents hereunder. The Company shall have the right to vary or terminate the appointment of any such office or 
agency subject to  
Section 10.02 of the Base Indenture.  
(d) Each Agent accepts its obligations set forth herein and in the Subordinated Notes upon the terms and 
conditions hereof and thereof, including the following, to all of which the Company agrees and to all of which the 
rights of the Holders from time to time of the Subordinated Notes shall be subject:  
23  
(i) Each Agent shall be entitled to the compensation to be agreed upon in writing with the Company for all 
services rendered by it, and the Company agrees promptly to pay such compensation and to reimburse each 
Agent for reasonable out-of-pocket expenses incurred by it in connection with the services rendered by it 
hereunder. The Company also agrees to indemnify each Agent for, and to hold each of them harmless against, 
any loss, liability, damage or expense incurred without negligence, bad faith or wilful misconduct on its part, 
arising out of or in connection with their acting as Agent hereunder, including the reasonable 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 but excluding any tax liabilities of the Agent based upon, measured by or determined by the 
income of the Agent and except to the extent that any such loss, liability, damage, cost or expense may be 
attributable to its negligence, bad faith or wilful misconduct. The obligations of the Company under this paragraph 
shall survive the payment of the Subordinated Notes and the resignation or removal of the Agent, as the case may 
be.  
(ii) In acting under this First Supplemental Indenture and in connection with each series of Subordinated Notes, 
each Agent is acting solely as agent of the Company and does not assume any obligation towards or relationship 
of agency or trust for or with any of the owners or Holders of the Subordinated Notes except that all funds held 
by any Paying Agent for the payment of the principal of and interest on the Subordinated Notes shall be held in 
trust by it and applied as set forth herein and in the Subordinated Notes, but need not be segregated from other 
funds held by it, except as required by law; PROVIDED that moneys paid by the Company to any Paying Agent 

(i) Each Agent shall be entitled to the compensation to be agreed upon in writing with the Company for all 
services rendered by it, and the Company agrees promptly to pay such compensation and to reimburse each 
Agent for reasonable out-of-pocket expenses incurred by it in connection with the services rendered by it 
hereunder. The Company also agrees to indemnify each Agent for, and to hold each of them harmless against, 
any loss, liability, damage or expense incurred without negligence, bad faith or wilful misconduct on its part, 
arising out of or in connection with their acting as Agent hereunder, including the reasonable 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 but excluding any tax liabilities of the Agent based upon, measured by or determined by the 
income of the Agent and except to the extent that any such loss, liability, damage, cost or expense may be 
attributable to its negligence, bad faith or wilful misconduct. The obligations of the Company under this paragraph 
shall survive the payment of the Subordinated Notes and the resignation or removal of the Agent, as the case may 
be.  
(ii) In acting under this First Supplemental Indenture and in connection with each series of Subordinated Notes, 
each Agent is acting solely as agent of the Company and does not assume any obligation towards or relationship 
of agency or trust for or with any of the owners or Holders of the Subordinated Notes except that all funds held 
by any Paying Agent for the payment of the principal of and interest on the Subordinated Notes shall be held in 
trust by it and applied as set forth herein and in the Subordinated Notes, but need not be segregated from other 
funds held by it, except as required by law; PROVIDED that moneys paid by the Company to any Paying Agent 
for the payment of the principal of and interest on any of the Subordinated Notes and remaining unclaimed for 
two years following the date of receipt of such moneys by such Agent shall be repaid to the Company as 
provided and in the manner set forth in Section 4.07 of the Base Indenture, whereupon the aforesaid trust shall 
terminate and all liability of the Paying Agent to the Company with respect to such moneys shall cease.  
(iii) Each Agent may consult with counsel and any advice or written opinion of such counsel shall be full and 
complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it 
hereunder in good faith and in accordance with such advice or opinion; provided, however that the Company 
shall be required to reimburse the reasonable fees and expenses of only one counsel for the Agents.  
24  
(iv) Each Agent shall be fully protected and shall incur no liability for or in respect of any action taken or omitted 
to be taken or thing suffered by it in reliance upon any Subordinated Note, notice, direction, written instruction, 
request, report, consent, certificate, affidavit, statement, order or other instrument, paper, document or 
communication reasonably believed by it in good faith to be genuine and to have been presented or signed by the 
proper party or parties and, with respect to any such instrument, paper, document or communication expressly 
required to be delivered to it by the terms of the Indenture, to substantially conform as to form with the express 
requirements of the Indenture after examination.  
(v) Each Agent may, in its individual capacity or any capacity, become the owner of, or acquire any interest in, 
any Subordinated Notes or other obligations of the Company with the same rights that it would have if it were not 
the Agent, and may engage or be interested in any financial or other transaction with the Company and may act 
on, or as depositary, trustee or agent for, any committee or body of holders of Subordinated Notes or other 
obligations of the Company as freely as if it were not the Agent.  
(vi) No Paying Agent shall be under any liability for interest on any moneys received by it pursuant to any of the 
provisions of this First Supplemental Indenture or the Subordinated Notes.  
(vii) The recitals contained herein and in the Subordinated Notes (except in any Agent's certificate of 
authentication) shall be taken as the statements of the Company and such Agent assumes no responsibility for the 
correctness of the same. No Agent makes any representation as to the validity or sufficiency of this First 
Supplemental Indenture or the Subordinated Notes. No Agent shall be accountable for the use or application by 
the Company of any of the Subordinated Notes or the proceeds thereof.  
(viii) Each Agent shall be obligated to perform such duties and only such duties as are herein and in the 
Subordinated Notes specifically set forth, and no implied duties or obligations shall be read into this First 
Supplemental Indenture or the Subordinated Notes against the Agent. No Agent shall be under any obligation to 
expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties 

(iv) Each Agent shall be fully protected and shall incur no liability for or in respect of any action taken or omitted 
to be taken or thing suffered by it in reliance upon any Subordinated Note, notice, direction, written instruction, 
request, report, consent, certificate, affidavit, statement, order or other instrument, paper, document or 
communication reasonably believed by it in good faith to be genuine and to have been presented or signed by the 
proper party or parties and, with respect to any such instrument, paper, document or communication expressly 
required to be delivered to it by the terms of the Indenture, to substantially conform as to form with the express 
requirements of the Indenture after examination.  
(v) Each Agent may, in its individual capacity or any capacity, become the owner of, or acquire any interest in, 
any Subordinated Notes or other obligations of the Company with the same rights that it would have if it were not 
the Agent, and may engage or be interested in any financial or other transaction with the Company and may act 
on, or as depositary, trustee or agent for, any committee or body of holders of Subordinated Notes or other 
obligations of the Company as freely as if it were not the Agent.  
(vi) No Paying Agent shall be under any liability for interest on any moneys received by it pursuant to any of the 
provisions of this First Supplemental Indenture or the Subordinated Notes.  
(vii) The recitals contained herein and in the Subordinated Notes (except in any Agent's certificate of 
authentication) shall be taken as the statements of the Company and such Agent assumes no responsibility for the 
correctness of the same. No Agent makes any representation as to the validity or sufficiency of this First 
Supplemental Indenture or the Subordinated Notes. No Agent shall be accountable for the use or application by 
the Company of any of the Subordinated Notes or the proceeds thereof.  
(viii) Each Agent shall be obligated to perform such duties and only such duties as are herein and in the 
Subordinated Notes specifically set forth, and no implied duties or obligations shall be read into this First 
Supplemental Indenture or the Subordinated Notes against the Agent. No Agent shall be under any obligation 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.  
25  
(ix) Unless otherwise specifically provided herein or in the Subordinated Notes, any order, certificate, notice, 
request, direction or other communication from the Company made or given under any provision of this First 
Supplemental Indenture shall be sufficient if signed by any of the Company's Executive Directors, authorized 
representatives (which shall from time to time be notified to the Agent in an Officer's Certificate) or duly 
authorized attorneys-in-fact.  
(x) The Agents shall not exercise any right of set-off or lien against the Company or any Holders of the 
Subordinated Notes in respect of any moneys payable to or by them under the Indenture.  
(xi) If an Agent shall change its specified office, it shall give to the Company and the Trustee not less than 45 
days' prior written notice to that effect giving the address of the new office.  
Anything in this Section to the contrary notwithstanding, the agreements to hold sums in trust as provided in this 
Section are subject to the provisions of Sections 4.04 and 4.07 of the Base Indenture and Section 6.01(d)(ii) 
hereof.  
(e) An Agent may at any time resign by giving written notice of its resignation to the Company specifying the date 
on which its resignation shall become effective; PROVIDED that such date shall be at least 60 days after the date 
on which such notice is given unless the Company agrees to accept less notice. Upon receiving such notice of 
resignation, the Company shall promptly appoint a successor Agent, qualified as aforesaid, by written instrument 
in duplicate signed on behalf of the Company, one copy of which shall be delivered to the resigning Agent and 
one copy to the successor Agent and to the Trustee. Such resignation shall not become effective until the 
acceptance of appointment by the successor Agent as provided in 6.01(f). The Company may, at any time and 
for any reason, and shall, upon any event set forth in the next succeeding sentence, remove any Agent and 
appoint a successor Agent, qualified as aforesaid, by written instrument in duplicate signed on behalf of the 
Company, one copy of which shall be delivered to the Agent being removed and one copy to the successor 

(ix) Unless otherwise specifically provided herein or in the Subordinated Notes, any order, certificate, notice, 
request, direction or other communication from the Company made or given under any provision of this First 
Supplemental Indenture shall be sufficient if signed by any of the Company's Executive Directors, authorized 
representatives (which shall from time to time be notified to the Agent in an Officer's Certificate) or duly 
authorized attorneys-in-fact.  
(x) The Agents shall not exercise any right of set-off or lien against the Company or any Holders of the 
Subordinated Notes in respect of any moneys payable to or by them under the Indenture.  
(xi) If an Agent shall change its specified office, it shall give to the Company and the Trustee not less than 45 
days' prior written notice to that effect giving the address of the new office.  
Anything in this Section to the contrary notwithstanding, the agreements to hold sums in trust as provided in this 
Section are subject to the provisions of Sections 4.04 and 4.07 of the Base Indenture and Section 6.01(d)(ii) 
hereof.  
(e) An Agent may at any time resign by giving written notice of its resignation to the Company specifying the date 
on which its resignation shall become effective; PROVIDED that such date shall be at least 60 days after the date 
on which such notice is given unless the Company agrees to accept less notice. Upon receiving such notice of 
resignation, the Company shall promptly appoint a successor Agent, qualified as aforesaid, by written instrument 
in duplicate signed on behalf of the Company, one copy of which shall be delivered to the resigning Agent and 
one copy to the successor Agent and to the Trustee. Such resignation shall not become effective until the 
acceptance of appointment by the successor Agent as provided in 6.01(f). The Company may, at any time and 
for any reason, and shall, upon any event set forth in the next succeeding sentence, remove any Agent and 
appoint a successor Agent, qualified as aforesaid, by written instrument in duplicate signed on behalf of the 
Company, one copy of which shall be delivered to the Agent being removed and one copy to the successor 
Agent and to the Trustee. The Agent shall be removed as aforesaid if it shall become incapable of acting, or shall 
be adjudged bankrupt or insolvent, or suspends payments of its debts, or a receiver of the Agent or of its 
property shall be appointed, or any public officer shall take charge or control of it or of its property or affairs for 
the purpose of rehabilitation, conservation or liquidation. Any removal of the Agent and any appointment of a 
successor Agent shall become effective upon acceptance of appointment by the successor Agent as provided in 
Section 6.01(f). Upon its resignation or removal, the Agent shall be entitled to the payment by the Company of its 
compensation for the services rendered hereunder and to the reimbursement of all reasonable out-of-pocket 
expenses incurred in connection with the services rendered by it hereunder.  
26  
(f) Any successor Agent appointed as provided in Section 6.01(e) shall execute and deliver to its predecessor, 
the Company and the Trustee an instrument accepting such appointment hereunder, and thereupon such 
successor Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, 
duties and obligations of its predecessor hereunder, with like effect as if originally named as Agent hereunder, and 
such predecessor Agent, as the case may be, upon payment of its agreed compensation and reasonable out-of-
pocket expenses then unpaid, shall pay over to such successor Agent all moneys or other property at the time 
held by it hereunder and such predecessor Agent, shall transfer and deliver such relevant records or copies 
thereof maintained by such Agent in connection with the performance of its obligations hereunder.  
(g) Any corporation or bank into which an Agent may be merged or combined, or with which the Agent may be 
consolidated, or any corporation or bank resulting from any merger, combination or consolidation to which the 
Agent shall be a party, or any corporation or bank succeeding to the fiscal agency or corporate trust business of 
the Agent shall, to the extent permitted by law, be the successor to the relevant Agent hereunder (provided that 
such corporation or bank shall be qualified as aforesaid) without the execution or filing of any paper or any further 
act on the part of any of the parties hereto and shall execute a written agreement assuming all obligations as such 
Agent hereunder. Notice in writing of any such merger, consolidation or sale shall promptly be given to the 
Company and to the Trustee (if the Trustee is not also the Agent in question).  
(h) NOTICES. The Calculation Agent shall cause the Interest Rate and the amount of interest with respect to 
each Floating Interest Period as well as the relevant Interest Payment Dates for the Floating Rate Euro Notes to 
be notified, at the Company's expense, (x) to the Company and the Trustee (if different from the Calculation 

(f) Any successor Agent appointed as provided in Section 6.01(e) shall execute and deliver to its predecessor, 
the Company and the Trustee an instrument accepting such appointment hereunder, and thereupon such 
successor Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, 
duties and obligations of its predecessor hereunder, with like effect as if originally named as Agent hereunder, and 
such predecessor Agent, as the case may be, upon payment of its agreed compensation and reasonable out-of-
pocket expenses then unpaid, shall pay over to such successor Agent all moneys or other property at the time 
held by it hereunder and such predecessor Agent, shall transfer and deliver such relevant records or copies 
thereof maintained by such Agent in connection with the performance of its obligations hereunder.  
(g) Any corporation or bank into which an Agent may be merged or combined, or with which the Agent may be 
consolidated, or any corporation or bank resulting from any merger, combination or consolidation to which the 
Agent shall be a party, or any corporation or bank succeeding to the fiscal agency or corporate trust business of 
the Agent shall, to the extent permitted by law, be the successor to the relevant Agent hereunder (provided that 
such corporation or bank shall be qualified as aforesaid) without the execution or filing of any paper or any further 
act on the part of any of the parties hereto and shall execute a written agreement assuming all obligations as such 
Agent hereunder. Notice in writing of any such merger, consolidation or sale shall promptly be given to the 
Company and to the Trustee (if the Trustee is not also the Agent in question).  
(h) NOTICES. The Calculation Agent shall cause the Interest Rate and the amount of interest with respect to 
each Floating Interest Period as well as the relevant Interest Payment Dates for the Floating Rate Euro Notes to 
be notified, at the Company's expense, (x) to the Company and the Trustee (if different from the Calculation 
Agent) in accordance with Section 1.05 of the Base Indenture, to any Paying Agent in accordance with this 
Section 6.01(h) and to any stock exchange on which such Floating Rate Euro Notes are at the relevant time listed 
(provided that the Company has previously notified the Calculation Agent of such listing and has provided the 
Calculation Agent, in writing, with contact information for the stock exchange) not later than 3:00 p.m. (Brussels 
time) on the Interest Determination Date and (y) to the Holders of the Floating Rate Euro Notes in accordance 
with Section 1.06 of the Base Indenture as soon as possible after their determination but in no event later than the 
second Business Day thereafter.  
If interest has previously been deferred pursuant to Section 4.01(a) with respect to any series of Subordinated 
Notes, the Calculation Agent shall cause the aggregate amount of the Arrears of Interest and the corresponding 
amount of Additional Interest which would be payable on the next Interest Payment Date if such Arrears of 
Interest and Additional Interest were to become due on such Interest Payment Date pursuant to Section 4.01 to 
be notified, at the Company's  
27  
expense, (x) to the Company and the Trustee (if different from the Calculation Agent) in accordance with Section 
1.05 of the Base Indenture, to any Paying Agent in accordance with this Section 6.01(h) and to any stock 
exchange on which such series of Subordinated Notes are at the relevant time listed not later than 3:00 p.m. 
(Brussels time) on the Interest Determination Date and (y) to the Holders of such series of Subordinated Notes in 
accordance with Section 1.06 of the Base Indenture as soon as possible after their determination but in no event 
later than the second Business Day thereafter.  
Any notice or other communication required to be given hereunder shall be delivered in person, sent by letter or 
telecopier or communicated by telephone (with prompt written confirmation by telecopy) to the Paying Agents at 
the addresses specified herein or in the written instrument delivered to the Company by such Agent in accordance 
with Section 6.01(c). Any notice hereunder given by letter, telecopy or telex shall be deemed to have been 
received when it would have been received in the ordinary course of post or transmission, as the case may be.  
(i) Each Agent hereby irrevocably submits to the non-exclusive jurisdiction of any Federal or State court in the 
City, County and State of New York, United States of America, in any legal suit, action or proceeding based on 
or arising under this First Supplemental Indenture or the Subordinated Notes and agrees that all claims in respect 
of such suit or proceeding may be determined in any such court. Each Agent waives, to the extent permitted by 
law, the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of 
such legal suit, action or proceeding.  
(j) All of the privileges, protections, rights and immunities afforded the Trustee under the Base Indenture shall 

expense, (x) to the Company and the Trustee (if different from the Calculation Agent) in accordance with Section 
1.05 of the Base Indenture, to any Paying Agent in accordance with this Section 6.01(h) and to any stock 
exchange on which such series of Subordinated Notes are at the relevant time listed not later than 3:00 p.m. 
(Brussels time) on the Interest Determination Date and (y) to the Holders of such series of Subordinated Notes in 
accordance with Section 1.06 of the Base Indenture as soon as possible after their determination but in no event 
later than the second Business Day thereafter.  
Any notice or other communication required to be given hereunder shall be delivered in person, sent by letter or 
telecopier or communicated by telephone (with prompt written confirmation by telecopy) to the Paying Agents at 
the addresses specified herein or in the written instrument delivered to the Company by such Agent in accordance 
with Section 6.01(c). Any notice hereunder given by letter, telecopy or telex shall be deemed to have been 
received when it would have been received in the ordinary course of post or transmission, as the case may be.  
(i) Each Agent hereby irrevocably submits to the non-exclusive jurisdiction of any Federal or State court in the 
City, County and State of New York, United States of America, in any legal suit, action or proceeding based on 
or arising under this First Supplemental Indenture or the Subordinated Notes and agrees that all claims in respect 
of such suit or proceeding may be determined in any such court. Each Agent waives, to the extent permitted by 
law, the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of 
such legal suit, action or proceeding.  
(j) All of the privileges, protections, rights and immunities afforded the Trustee under the Base Indenture shall 
continue to apply to the Trustee as if set forth herein in full.  
SECTION 6.02. OFFICES FOR PAYMENT. (a) So long as any of the Sterling Notes remain Outstanding, the 
Company will maintain a Paying Agent in London where the Sterling Notes may be presented for exchange, 
transfer and payment.  
(b) So long as the Subordinated Notes of any series are listed on the Luxembourg Stock Exchange and the 
Luxembourg Stock Exchange rules so require, there will be a Paying Agent in Luxembourg.  
(c) If the Company shall act as its own Paying Agent with respect to the Subordinated Notes of any series, it will, 
on or before each due date of the principal of or interest on the Subordinated Notes of such series, set aside, 
segregate and hold in trust for the benefit of the Holders of the Subordinated Notes of such series a sum sufficient 
to pay such principal or interest so becoming due. The Company will promptly notify the Trustee of any failure to 
take such action.  
28  
(d) Anything in this Section to the contrary notwithstanding, the Company may at any time, for the purpose of 
obtaining a satisfaction and discharge with respect to one or more or all series of Subordinated Notes hereunder, 
or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the 
Company or any Paying Agent hereunder, as required by this Section, such sums to be held by the Trustee upon 
the trusts herein contained.  
SECTION 6.03. PAYMENTS. (a) In order to provide for the payment of the principal of and interest on the 
Subordinated Notes of any series as the same shall become due and payable on any payment date, the Company 
hereby agrees to pay to such account or at such offices of the applicable Paying Agent in New York, 
Luxembourg or London as such Paying Agent shall specify in writing to the Company not less than five Business 
Days prior to the payment date, in the currency of payment with respect to the Subordinated Notes of such 
series, on each Interest Payment Date and on the Maturity Date of the Subordinated Notes of such series or any 
date fixed for redemption of the Subordinated Notes of such series (in each case determined in accordance with 
the terms and conditions applicable to such series), in immediately available funds available on such Interest 
Payment Date or Maturity Date, as the case may be, in an aggregate amount which (together with any funds then 
held by the Paying Agent and available for the purpose) shall be sufficient to pay the full amount of the principal of 
and/or interest, as applicable, on the Subordinated Notes of such series becoming due on such Interest Payment 
Date or Maturity Date, and the Paying Agent shall hold such amount in trust and apply it to the payment of any 
such principal or interest on such Interest Payment Date or Maturity Date. Unless otherwise specified as 
provided above in this Section 6.03(a), such aggregate amount shall be paid to the account of the Paying Agent in 

(d) Anything in this Section to the contrary notwithstanding, the Company may at any time, for the purpose of 
obtaining a satisfaction and discharge with respect to one or more or all series of Subordinated Notes hereunder, 
or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the 
Company or any Paying Agent hereunder, as required by this Section, such sums to be held by the Trustee upon 
the trusts herein contained.  
SECTION 6.03. PAYMENTS. (a) In order to provide for the payment of the principal of and interest on the 
Subordinated Notes of any series as the same shall become due and payable on any payment date, the Company 
hereby agrees to pay to such account or at such offices of the applicable Paying Agent in New York, 
Luxembourg or London as such Paying Agent shall specify in writing to the Company not less than five Business 
Days prior to the payment date, in the currency of payment with respect to the Subordinated Notes of such 
series, on each Interest Payment Date and on the Maturity Date of the Subordinated Notes of such series or any 
date fixed for redemption of the Subordinated Notes of such series (in each case determined in accordance with 
the terms and conditions applicable to such series), in immediately available funds available on such Interest 
Payment Date or Maturity Date, as the case may be, in an aggregate amount which (together with any funds then 
held by the Paying Agent and available for the purpose) shall be sufficient to pay the full amount of the principal of 
and/or interest, as applicable, on the Subordinated Notes of such series becoming due on such Interest Payment 
Date or Maturity Date, and the Paying Agent shall hold such amount in trust and apply it to the payment of any 
such principal or interest on such Interest Payment Date or Maturity Date. Unless otherwise specified as 
provided above in this Section 6.03(a), such aggregate amount shall be paid to the account of the Paying Agent in 
immediately available funds no later than 10:00 a.m. (Paying Agents' time) on the Interest Payment Date or 
Maturity Date, as the case may be. The Company shall notify the Paying Agent by 12 Noon (Paying Agents' 
time) two Business Days prior to each payment to be made by it pursuant to this clause (a) of the details of such 
payment. At the written request of the Paying Agent, the Company shall request that the bank through which such 
payment is to be made supply to the Paying Agent by 2 p.m. (Paying Agents' time) one Business Day prior to the 
due date for any such payment an irrevocable confirmation (by telefax, tested telex, authenticated S.W.I.F.T. 
message or other means for the time being in common usage) of its intention to make such payment. Nothing 
contained herein shall be construed to require the Paying Agent or any other paying agent to make any payment 
to the Holder of a Subordinated Note until funds have been actually received from the Company pursuant to this 
Section 6.03(a).  
(b) If any of the Paying Agents shall be required to act as a withholding agent on behalf of the Company, at least 
three Business Days prior to the first  
29  
Interest Payment Date or the Maturity Date, the Company shall furnish the Paying Agent with a written notice 
instructing the Paying Agent as to any circumstances in which payments of principal of or interest on the 
Subordinated Notes of any series due on such date shall be subject to deduction or withholding for or on account 
of any taxes and the rate and amount of any such deduction or withholding and the Additional Amounts to be 
paid by the Company to the Holders of the relevant series of Subordinated Notes.  
SECTION 6.04. ADDITIONAL AMOUNTS. Any amounts to be paid by the Company on any series of 
Subordinated Notes will be paid without deduction or withholding for, or on account of, any and all present and 
future taxes, assessments, levies, imposts, duties, charges, fees, deductions or withholdings ("TAXES") now or 
hereafter imposed, levied, collected, withheld or assessed by or on behalf of any Taxing Jurisdiction, unless such 
deduction or withholding is required by law. If any such Taxes shall at any time be required by a Taxing 
Jurisdiction to be deducted or withheld, the Company will pay such additional amounts of, or in respect of, the 
principal of and interest, if any, on, such series of Subordinated Notes ("ADDITIONAL AMOUNTS") as may 
be necessary in order that the net amounts paid to the Holders of such series of Subordinated Notes, after such 
deduction or withholding, shall equal the respective amounts of principal and interest, if any, which would have 
been payable in respect of such series of Subordinated Notes had no such deduction or withholding been 
required; provided, that the payment of such Additional Amounts is legal under French law (or under the laws of 
the applicable Taxing Jurisdiction). However, the Company will not be required to make any payment of 
Additional Amounts to any Holder for or on account of:  
(i) any withholding, deduction, tax, assessment or other governmental charge which would not have been 
imposed but for the existence of any present or former connection between such Holder (or between a fiduciary, 

Interest Payment Date or the Maturity Date, the Company shall furnish the Paying Agent with a written notice 
instructing the Paying Agent as to any circumstances in which payments of principal of or interest on the 
Subordinated Notes of any series due on such date shall be subject to deduction or withholding for or on account 
of any taxes and the rate and amount of any such deduction or withholding and the Additional Amounts to be 
paid by the Company to the Holders of the relevant series of Subordinated Notes.  
SECTION 6.04. ADDITIONAL AMOUNTS. Any amounts to be paid by the Company on any series of 
Subordinated Notes will be paid without deduction or withholding for, or on account of, any and all present and 
future taxes, assessments, levies, imposts, duties, charges, fees, deductions or withholdings ("TAXES") now or 
hereafter imposed, levied, collected, withheld or assessed by or on behalf of any Taxing Jurisdiction, unless such 
deduction or withholding is required by law. If any such Taxes shall at any time be required by a Taxing 
Jurisdiction to be deducted or withheld, the Company will pay such additional amounts of, or in respect of, the 
principal of and interest, if any, on, such series of Subordinated Notes ("ADDITIONAL AMOUNTS") as may 
be necessary in order that the net amounts paid to the Holders of such series of Subordinated Notes, after such 
deduction or withholding, shall equal the respective amounts of principal and interest, if any, which would have 
been payable in respect of such series of Subordinated Notes had no such deduction or withholding been 
required; provided, that the payment of such Additional Amounts is legal under French law (or under the laws of 
the applicable Taxing Jurisdiction). However, the Company will not be required to make any payment of 
Additional Amounts to any Holder for or on account of:  
(i) any withholding, deduction, tax, assessment or other governmental charge which would not have been 
imposed but for the existence of any present or former connection between such Holder (or between a fiduciary, 
settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an 
estate, trust, partnership or corporation) and the applicable Taxing Jurisdiction, including, without limitation, such 
Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen 
or resident thereof or treated as a resident thereof or being or having been present or engaged in trade or 
business therein or having or having had a permanent establishment therein;  
(ii) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental 
charge or any withholding or deduction on account of such tax, assessment or other governmental charge;  
30  
(iii) any tax, assessment or other governmental charge which is payable other than by withholding from payments 
of (or in respect of) principal of, or any interest on, the Subordinated Notes;  
(iv) any tax, assessment or other governmental charge required to be withheld or deducted by any paying agent 
from any payment of principal of, or any interest on, any Subordinated Notes, if such payment can be made 
without such withholding by any other available Paying Agent at the Holder's option;  
(v) any withholding, tax, assessment, deduction or other governmental charge imposed or withheld by reason of 
the failure by the Holder to comply with a request by the Company to such Holder to provide information or 
satisfy other applicable certification or reporting requirements concerning the nationality, residence, tax reporting 
or identity of the Holder, make a declaration of nonresidence or other similar claim for exemption or present any 
applicable form or certificate from the Holder or an applicable tax authority with respect to such matters, upon 
the making or presentation of which that Holder would have been able to avoid such withholding, tax, 
assessment, reduction or charge;  
(vi) any withholding, deduction, tax, assessment or other governmental charge which would not have been 
imposed but for the presentation of a Subordinated Note (where presentation is required) for payment on a date 
more than 30 days after the date on which such payment became due and payable or the date on which payment 
thereof was duly provided for, whichever occurred later;  
(vii) any tax, assessment or other governmental charge which would not have been imposed or withheld if such 
Holder had not presented that Subordinated Note for payment in the applicable Taxing Jurisdiction, unless the 
Holder was required to present the Subordinated Note for payment in the applicable Taxing Jurisdiction and it 
could not have been presented for payment anywhere else;  

(iii) any tax, assessment or other governmental charge which is payable other than by withholding from payments 
of (or in respect of) principal of, or any interest on, the Subordinated Notes;  
(iv) any tax, assessment or other governmental charge required to be withheld or deducted by any paying agent 
from any payment of principal of, or any interest on, any Subordinated Notes, if such payment can be made 
without such withholding by any other available Paying Agent at the Holder's option;  
(v) any withholding, tax, assessment, deduction or other governmental charge imposed or withheld by reason of 
the failure by the Holder to comply with a request by the Company to such Holder to provide information or 
satisfy other applicable certification or reporting requirements concerning the nationality, residence, tax reporting 
or identity of the Holder, make a declaration of nonresidence or other similar claim for exemption or present any 
applicable form or certificate from the Holder or an applicable tax authority with respect to such matters, upon 
the making or presentation of which that Holder would have been able to avoid such withholding, tax, 
assessment, reduction or charge;  
(vi) any withholding, deduction, tax, assessment or other governmental charge which would not have been 
imposed but for the presentation of a Subordinated Note (where presentation is required) for payment on a date 
more than 30 days after the date on which such payment became due and payable or the date on which payment 
thereof was duly provided for, whichever occurred later;  
(vii) any tax, assessment or other governmental charge which would not have been imposed or withheld if such 
Holder had not presented that Subordinated Note for payment in the applicable Taxing Jurisdiction, unless the 
Holder was required to present the Subordinated Note for payment in the applicable Taxing Jurisdiction and it 
could not have been presented for payment anywhere else;  
(viii) any tax, assessment or other governmental charge which would not have been imposed but for such 
Holder's status as an individual resident of a member state of the European Union; or  
(ix) any combination of items (i) through (viii) above;  
nor shall Additional Amounts be paid with respect to any payment of the principal of, or any interest on any 
Subordinated Note to any such Holder who is a fiduciary or a partnership or a beneficial owner who is other than 
the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such  
31  
fiduciary or a member of such partnership or a beneficial owner would not have been entitled to such Additional 
Amounts had it been the Holder of the Subordinated Note.  
ARTICLE 7  
SUBORDINATION  
SECTION 7.01. AGREEMENT TO SUBORDINATE. The Company covenants and agrees, and each Holder 
of Subordinated Notes issued hereunder, by such Holder's acceptance thereof likewise covenants and agrees, 
that (i) all Subordinated Notes issued hereunder shall rank PARI PASSU (x) with respect to each other and  
(y) in right of payment with respect to any dated, unsecured and subordinated obligations of the Company now 
or hereafter issued and (ii) all Subordinated Notes issued hereunder shall be issued as Debt Securities subject to 
the provisions of Article 12 of the Base Indenture and this Article 7.  
ARTICLE 8  
FORM OF SUBORDINATED NOTES  
SECTION 8.01. FORM OF SUBORDINATED NOTE. The Subordinated Notes shall be substantially in the 
form of Exhibits A-1, A-2 and A-3. Exhibits A-1, A-2 and A-3 are hereby incorporated in and expressly made 
a part of this First Supplemental Indenture.  
ARTICLE 9  
ORIGINAL ISSUE OF SUBORDINATED NOTES  

fiduciary or a member of such partnership or a beneficial owner would not have been entitled to such Additional 
Amounts had it been the Holder of the Subordinated Note.  
ARTICLE 7  
SUBORDINATION  
SECTION 7.01. AGREEMENT TO SUBORDINATE. The Company covenants and agrees, and each Holder 
of Subordinated Notes issued hereunder, by such Holder's acceptance thereof likewise covenants and agrees, 
that (i) all Subordinated Notes issued hereunder shall rank PARI PASSU (x) with respect to each other and  
(y) in right of payment with respect to any dated, unsecured and subordinated obligations of the Company now 
or hereafter issued and (ii) all Subordinated Notes issued hereunder shall be issued as Debt Securities subject to 
the provisions of Article 12 of the Base Indenture and this Article 7.  
ARTICLE 8  
FORM OF SUBORDINATED NOTES  
SECTION 8.01. FORM OF SUBORDINATED NOTE. The Subordinated Notes shall be substantially in the 
form of Exhibits A-1, A-2 and A-3. Exhibits A-1, A-2 and A-3 are hereby incorporated in and expressly made 
a part of this First Supplemental Indenture.  
ARTICLE 9  
ORIGINAL ISSUE OF SUBORDINATED NOTES  
SECTION 9.01. ORIGINAL ISSUE OF SUBORDINATED NOTES. U.S. Dollar Notes in the initial 
aggregate principal amount of $900,000,000, Sterling Notes in the initial aggregate principal amount of 
[POUND]325,000,000 and Euro Notes in the initial aggregate principal amount of [EURO]650,000,000 may, 
upon execution of this First Supplemental Indenture, be executed by the Company and delivered to the Trustee 
for authentication, and the Trustee shall thereupon authenticate and deliver such Subordinated Notes to or upon 
the written order of the Company, in accordance with Section 3.03 of the Base Indenture.  
32  
There is no limit on the amount of U.S. Dollar Notes, Sterling Notes and Euro Notes which may be issued 
subsequent to this First Supplemental Indenture and which shall be treated as part of the same series of such 
Subordinated Notes.  
ARTICLE 10  
SATISFACTION AND DISCHARGE  
SECTION 10.01. SATISFACTION AND DISCHARGE. The Company covenants and agrees, and each 
Holder of Subordinated Notes issued hereunder, by such Holder's acceptance thereof likewise covenants and 
agrees, that all Subordinated Notes shall be issued as Debt Securities subject to the provisions of Article 4 of the 
Base Indenture.  
ARTICLE 11  
MISCELLANEOUS  
SECTION 11.01. RATIFICATION OF BASE INDENTURE; FIRST SUPPLEMENTAL INDENTURE 
CONTROLS. The Base Indenture, as supplemented by this First Supplemental Indenture, is in all respects 
ratified and confirmed, and this First Supplemental Indenture shall be deemed part of the Base Indenture in the 
manner and to the extent herein and therein provided. The provisions of this First Supplemental Indenture shall 
supersede the provisions of the Base Indenture to the extent the Base Indenture is inconsistent herewith.  
SECTION 11.02. TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals herein contained are made 
by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. 
The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture or the 
Subordinated Notes. The Trustee shall not be accountable for the use or application by the Company of the 
Subordinated Notes or the proceeds thereof.  

There is no limit on the amount of U.S. Dollar Notes, Sterling Notes and Euro Notes which may be issued 
subsequent to this First Supplemental Indenture and which shall be treated as part of the same series of such 
Subordinated Notes.  
ARTICLE 10  
SATISFACTION AND DISCHARGE  
SECTION 10.01. SATISFACTION AND DISCHARGE. The Company covenants and agrees, and each 
Holder of Subordinated Notes issued hereunder, by such Holder's acceptance thereof likewise covenants and 
agrees, that all Subordinated Notes shall be issued as Debt Securities subject to the provisions of Article 4 of the 
Base Indenture.  
ARTICLE 11  
MISCELLANEOUS  
SECTION 11.01. RATIFICATION OF BASE INDENTURE; FIRST SUPPLEMENTAL INDENTURE 
CONTROLS. The Base Indenture, as supplemented by this First Supplemental Indenture, is in all respects 
ratified and confirmed, and this First Supplemental Indenture shall be deemed part of the Base Indenture in the 
manner and to the extent herein and therein provided. The provisions of this First Supplemental Indenture shall 
supersede the provisions of the Base Indenture to the extent the Base Indenture is inconsistent herewith.  
SECTION 11.02. TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals herein contained are made 
by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. 
The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture or the 
Subordinated Notes. The Trustee shall not be accountable for the use or application by the Company of the 
Subordinated Notes or the proceeds thereof.  
SECTION 11.03. GOVERNING LAW. This First Supplemental Indenture and each Subordinated Note shall 
be governed by and construed in accordance with the laws of the State of New York, as applied to contracts 
made and performed within the State of New York, without regard to its principles of conflicts of laws, except 
for Article 7, which shall be governed by and construed in accordance with the laws of the Republic of France, 
and except that the authorization and execution of this First Supplemental Indenture and the Subordinated Notes 
shall be governed by the respective jurisdictions of organization of the Company and the Trustee, as the case may 
be.  
33  
SECTION 11.04. SEVERABILITY. If any provision in the Base Indenture, this First Supplemental Indenture or 
in the Subordinated Notes 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 11.05. COUNTERPARTS. The parties may sign any number of copies of this First Supplemental 
Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Any 
signed copy shall be sufficient proof of this First Supplemental Indenture.  
34  
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly 
executed as of the day and year first above written.  
AXA  
By: /s/ Gerard de la Martiniere 
    ------------------------------------ 
    Name:  Gerard de la Martiniere 
    Title: Member of the Management Board

SECTION 11.04. SEVERABILITY. If any provision in the Base Indenture, this First Supplemental Indenture or 
in the Subordinated Notes 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 11.05. COUNTERPARTS. The parties may sign any number of copies of this First Supplemental 
Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Any 
signed copy shall be sufficient proof of this First Supplemental Indenture.  
34  
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly 
executed as of the day and year first above written.  
AXA  
 
THE BANK OF NEW YORK  
 
EXHIBIT A-1  
[FORM OF U.S. DOLLAR SUBORDINATED NOTES]  
THIS SUBORDINATED NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE 
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A 
DEPOSITARY OR A NOMINEE THEREOF. THIS SUBORDINATED NOTE MAY NOT BE 
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF 
THIS SUBORDINATED NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF 
ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE 
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.  
The rights of the Holder of the Subordinated Notes are, to the extent and in the manner set forth in Section 12.01 
of the Base Indenture, subordinated to the claims of other Senior Creditors of the Company, and this 
Subordinated Note is issued subject to the provisions of Section 12.01, and the Holder of this Subordinated 
Note, by accepting the same, agrees to and shall be bound by such provisions. The terms of this paragraph are 
governed by, and shall be construed in accordance with, the laws of the Republic of France.  
AXA  
SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE SURVEILLANCE  
8.60% U.S. DOLLAR SUBORDINATED NOTES  
DUE DECEMBER 15, 2030  
No. CUSIP No 054536AA5  
ISIN US054536AA57  
By: /s/ Gerard de la Martiniere 
    ------------------------------------ 
    Name:  Gerard de la Martiniere 
    Title: Member of the Management Board
By: /s/ Kate Russell 
   -------------------------------------
   Name: Kate Russell 
   Title: AVP 
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly 
executed as of the day and year first above written.  
AXA  
 
THE BANK OF NEW YORK  
 
EXHIBIT A-1  
[FORM OF U.S. DOLLAR SUBORDINATED NOTES]  
THIS SUBORDINATED NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE 
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A 
DEPOSITARY OR A NOMINEE THEREOF. THIS SUBORDINATED NOTE MAY NOT BE 
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF 
THIS SUBORDINATED NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF 
ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE 
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.  
The rights of the Holder of the Subordinated Notes are, to the extent and in the manner set forth in Section 12.01 
of the Base Indenture, subordinated to the claims of other Senior Creditors of the Company, and this 
Subordinated Note is issued subject to the provisions of Section 12.01, and the Holder of this Subordinated 
Note, by accepting the same, agrees to and shall be bound by such provisions. The terms of this paragraph are 
governed by, and shall be construed in accordance with, the laws of the Republic of France.  
AXA  
SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE SURVEILLANCE  
8.60% U.S. DOLLAR SUBORDINATED NOTES  
DUE DECEMBER 15, 2030  
No. CUSIP No 054536AA5  
ISIN US054536AA57  
Common Code 012195893  
$  
AXA, a SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE SURVEILLANCE organized under the 
laws of France (herein called the "Company", which term includes any successor under the First Supplemental 
Indenture and Base Indenture, together the Indenture, hereinafter referred to), for value received, hereby 
promises to pay , or registered assigns, the principal sum of $ on December 15, 2030 (unless otherwise 
redeemed in accordance herewith) and (except as otherwise provided for herein) to pay interest thereon from 
December 15, 2000 or from the most recent Interest Payment Date to which interest has been paid or duly 
provided for, semi annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2001, 
at the rate of 8.60% per annum, until the principal hereof is paid or made available for payment.  
By: /s/ Gerard de la Martiniere 
    ------------------------------------ 
    Name:  Gerard de la Martiniere 
    Title: Member of the Management Board
By: /s/ Kate Russell 
   -------------------------------------
   Name: Kate Russell 
   Title: AVP 
EXHIBIT A-1  
[FORM OF U.S. DOLLAR SUBORDINATED NOTES]  
THIS SUBORDINATED NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE 
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A 
DEPOSITARY OR A NOMINEE THEREOF. THIS SUBORDINATED NOTE MAY NOT BE 
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF 
THIS SUBORDINATED NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF 
ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE 
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.  
The rights of the Holder of the Subordinated Notes are, to the extent and in the manner set forth in Section 12.01 
of the Base Indenture, subordinated to the claims of other Senior Creditors of the Company, and this 
Subordinated Note is issued subject to the provisions of Section 12.01, and the Holder of this Subordinated 
Note, by accepting the same, agrees to and shall be bound by such provisions. The terms of this paragraph are 
governed by, and shall be construed in accordance with, the laws of the Republic of France.  
AXA  
SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE SURVEILLANCE  
8.60% U.S. DOLLAR SUBORDINATED NOTES  
DUE DECEMBER 15, 2030  
No. CUSIP No 054536AA5  
ISIN US054536AA57  
Common Code 012195893  
$  
AXA, a SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE SURVEILLANCE organized under the 
laws of France (herein called the "Company", which term includes any successor under the First Supplemental 
Indenture and Base Indenture, together the Indenture, hereinafter referred to), for value received, hereby 
promises to pay , or registered assigns, the principal sum of $ on December 15, 2030 (unless otherwise 
redeemed in accordance herewith) and (except as otherwise provided for herein) to pay interest thereon from 
December 15, 2000 or from the most recent Interest Payment Date to which interest has been paid or duly 
provided for, semi annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2001, 
at the rate of 8.60% per annum, until the principal hereof is paid or made available for payment.  
Subject to the second immediately following paragraph, if applicable, interest on this Subordinated Note which is 
payable, and is punctually paid or duly provided for, on any Interest Payment Date, on any Optional Interest 
Payment Date where the Company has not delivered a Deferral Notice, or on any date on which the Company 
pays any accrued Arrears of Interest and Additional Interest as provided below shall be paid, in the case of 
registered Subordinated Notes, to  
36  
the Person in whose name this Subordinated Note (or one or more Predecessor Securities) is registered at the 
close of business on the Regular Record Date or Deferred Record Date, as the case may be, for such interest, 
including through a Paying Agent by wire-transfer of same-day funds to the Holder or, at the option of the 
Company, by check mailed to the address of the Holder as it appears in the Debt Security Register. Regular 
Record Dates for purposes of this Subordinated Note will be the June 1 and December 1 preceding each June 
15 and December 15 in each year on which interest is due and payable.  
Subject to the immediately following paragraph, any such interest not so punctually paid or duly provided for will 
forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person 
in whose name this Subordinated Note is registered at the close of business on a Special Record Date for the 
payment of such Defaulted Interest to be fixed by the Trustee pursuant to Section 3.07(b)(i) of the Base 

the Person in whose name this Subordinated Note (or one or more Predecessor Securities) is registered at the 
close of business on the Regular Record Date or Deferred Record Date, as the case may be, for such interest, 
including through a Paying Agent by wire-transfer of same-day funds to the Holder or, at the option of the 
Company, by check mailed to the address of the Holder as it appears in the Debt Security Register. Regular 
Record Dates for purposes of this Subordinated Note will be the June 1 and December 1 preceding each June 
15 and December 15 in each year on which interest is due and payable.  
Subject to the immediately following paragraph, any such interest not so punctually paid or duly provided for will 
forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person 
in whose name this Subordinated Note is registered at the close of business on a Special Record Date for the 
payment of such Defaulted Interest to be fixed by the Trustee pursuant to Section 3.07(b)(i) of the Base 
Indenture, notice whereof shall be given to Holders of the Subordinated Notes not less than 10 days prior to such 
Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of 
any securities exchange on which this Subordinated Note may be listed, and upon such notice as may be required 
by such exchange, all as more fully provided in said Indenture.  
The Company may under certain circumstances and in accordance with the Indenture, defer the due date for 
payments of interest on this Subordinated Note on any Optional Interest Payment Date. Any interest on this 
Subordinated Note which is payable, but is not punctually paid or duly provided for, on any Optional Interest 
Payment Date shall constitute "ARREARS OF INTEREST". Arrears of Interest (together with the corresponding 
amount of Additional Interest) on this Subordinated Note will, as provided in the Indenture, be paid to the Person 
in whose name this Subordinated Note (or one or more Predecessor Securities) is registered at the close of 
business on the record date established by the Company for such purpose (the "DEFERRED RECORD 
DATE"). Arrears of Interest (together with the corresponding amount of Additional Interest) may at the option of 
the Company be paid by the Company in whole or in part at any time and will be paid in full on any Mandatory 
Interest Payment Date, any date fixed for optional or mandatory redemption of this Subordinated Note or any 
date upon which a final judgment is made for the judicial liquidation (LIQUIDATION JUDICIAIRE) of the 
Company or the date of the voluntary liquidation (LIQUIDATION AMIABLE) of the Company or of the sale of 
the whole of the business (CESSION TOTALE DE L'ENTREPRISE) of the Company following an order of 
judicial reorganization (REDRESSEMENT JUDICIAIRE).  
Any amount of Arrears of Interest shall bear interest (to the extent permitted by applicable law) as if it constituted 
the principal of this Subordinated Note at a rate which corresponds to the Interest Rate then applicable to this 
Subordinated Note. The amount of interest so accrued (the "ADDITIONAL  
37  
INTEREST") in respect of Arrears of Interest will become due and payable as and when the Arrears of Interest 
become due and payable in accordance herewith. The amount of Additional Interest shall be calculated by the 
Calculation Agent (in consultation with the Company) who will apply such interest rate to the amount of Arrears 
of Interest in accordance with the provisions of the Indenture. The amount of Additional Interest accrued as at an 
Interest Payment Date shall be added, for purposes only of the calculation of the amount of Additional Interest 
due after such Interest Payment Date, to the corresponding amount of Arrears of Interest unpaid as at such 
Interest Payment Date as if such amount would constitute itself Arrears of Interest.  
In accordance with the Indenture, (i) the Company will pay all unpaid amounts of Arrears of Interest on this 
Subordinated Note before any Additional Interest; (ii) Arrears of Interest accrued for any Interest Period shall 
not be payable until full payment has been made of all Arrears of Interest on this Subordinated Note that have 
accrued during any earlier Interest Period and the order of payment of Additional Interest on this Subordinated 
Note will follow that of the Arrears of Interest to which it relates; and (iii) the amount of Arrears of Interest or 
Additional Interest payable in respect of this Subordinated Note with respect to any Interest Period, shall be 
computed PRO RATA to the total amount of all unpaid Arrears of Interest or, as the case may be, amount of 
Additional Interest accrued on this Subordinated Note in respect of that Interest Period to the date of payment.  
The Company shall pay Additional Amounts as provided herein and in  
Section 6.04 of the Supplemental Indenture.  
Reference is hereby made to the further provisions of this Subordinated Note set forth on the reverse hereof, 

INTEREST") in respect of Arrears of Interest will become due and payable as and when the Arrears of Interest 
become due and payable in accordance herewith. The amount of Additional Interest shall be calculated by the 
Calculation Agent (in consultation with the Company) who will apply such interest rate to the amount of Arrears 
of Interest in accordance with the provisions of the Indenture. The amount of Additional Interest accrued as at an 
Interest Payment Date shall be added, for purposes only of the calculation of the amount of Additional Interest 
due after such Interest Payment Date, to the corresponding amount of Arrears of Interest unpaid as at such 
Interest Payment Date as if such amount would constitute itself Arrears of Interest.  
In accordance with the Indenture, (i) the Company will pay all unpaid amounts of Arrears of Interest on this 
Subordinated Note before any Additional Interest; (ii) Arrears of Interest accrued for any Interest Period shall 
not be payable until full payment has been made of all Arrears of Interest on this Subordinated Note that have 
accrued during any earlier Interest Period and the order of payment of Additional Interest on this Subordinated 
Note will follow that of the Arrears of Interest to which it relates; and (iii) the amount of Arrears of Interest or 
Additional Interest payable in respect of this Subordinated Note with respect to any Interest Period, shall be 
computed PRO RATA to the total amount of all unpaid Arrears of Interest or, as the case may be, amount of 
Additional Interest accrued on this Subordinated Note in respect of that Interest Period to the date of payment.  
The Company shall pay Additional Amounts as provided herein and in  
Section 6.04 of the Supplemental Indenture.  
Reference is hereby made to the further provisions of this Subordinated Note set forth on the reverse hereof, 
which further provisions shall for all purposes have the same effect as if set forth at this place.  
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, 
directly or through an Authenticating Agent, by manual signature of an authorized signatory, this Subordinated 
Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.  
38  
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed manually or in 
facsimile.  
Dated:  
AXA  
By:  
 
Name:  
 
Title: Director  
CERTIFICATE OF AUTHENTICATION  
This is one of the Subordinated Notes of the series designated therein referred to in the within-mentioned 
Indenture.  
Dated:  
THE BANK OF NEW YORK  
AS TRUSTEE  
By:  
Authorized Signatory  
 
39  

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed manually or in 
facsimile.  
Dated:  
AXA  
By:  
 
Name:  
 
Title: Director  
CERTIFICATE OF AUTHENTICATION  
This is one of the Subordinated Notes of the series designated therein referred to in the within-mentioned 
Indenture.  
Dated:  
THE BANK OF NEW YORK  
AS TRUSTEE  
By:  
Authorized Signatory  
 
39  
[FORM OF REVERSE OF SUBORDINATED NOTE]  
This U.S. Dollar Note is one of a duly authorized issue of securities of the Company (herein called the 
"Subordinated Notes"), issued and to be issued in one or more series under an Indenture, dated as of December 
15, 2000 (the "Base Indenture"), and a First Supplemental Indenture, dated as of December 15, 2000 (the "First 
Supplemental Indenture" and together with the Base Indenture, the "Indenture") among the Company and The 
Bank of New York, as Trustee (herein called the "Trustee", which term includes any other successor trustee 
under the Indenture), and reference is hereby made to the Indenture for a statement of the terms of the 
Subordinated Notes and the respective rights, limitations of rights, duties and immunities thereunder of the 
Company, the Trustee and the Holders of the Subordinated Notes and of the terms upon which the Subordinated 
Notes are, and are to be, authenticated and delivered. The Subordinated Notes are subject to all such terms. 
This Subordinated Note is one of the series designated on the face hereof, initially limited in aggregate principal 
amount to $900,000,000.  
The Company may from time to time, without the consent of the Holders, create and issue further securities 
having the same terms and conditions as the Subordinated Notes in all respects (or in all respects except for the 
issue date, the first payment of interest thereon and/or issue price), so that such further issue shall be consolidated 
and form a single series with the outstanding Subordinated Notes or upon such terms as the Company may 
determine at the time of their issue.  
Except as provided below, the Subordinated Notes are not redeemable at the option of the Company prior to 
the Stated Maturity of the Subordinated Notes.  
This Subordinated Note will be redeemable as a whole at the option of the Company upon not less than 30 nor 
more than 60 days' notice, on any date, at a redemption price equal to 100% of the principal amount of this 
Subordinated Note together with any accrued but unpaid interest in respect of this Subordinated Note to, but 
excluding, the date fixed for redemption or, in the case of redemption pursuant to clause (ii) below, at a 
redemption price equal to the greater of (x) 100% of their principal amount, plus accrued interest to, but 
excluding, the date fixed for redemption, or (y) a Make-Whole Amount, if at any time:  

[FORM OF REVERSE OF SUBORDINATED NOTE]  
This U.S. Dollar Note is one of a duly authorized issue of securities of the Company (herein called the 
"Subordinated Notes"), issued and to be issued in one or more series under an Indenture, dated as of December 
15, 2000 (the "Base Indenture"), and a First Supplemental Indenture, dated as of December 15, 2000 (the "First 
Supplemental Indenture" and together with the Base Indenture, the "Indenture") among the Company and The 
Bank of New York, as Trustee (herein called the "Trustee", which term includes any other successor trustee 
under the Indenture), and reference is hereby made to the Indenture for a statement of the terms of the 
Subordinated Notes and the respective rights, limitations of rights, duties and immunities thereunder of the 
Company, the Trustee and the Holders of the Subordinated Notes and of the terms upon which the Subordinated 
Notes are, and are to be, authenticated and delivered. The Subordinated Notes are subject to all such terms. 
This Subordinated Note is one of the series designated on the face hereof, initially limited in aggregate principal 
amount to $900,000,000.  
The Company may from time to time, without the consent of the Holders, create and issue further securities 
having the same terms and conditions as the Subordinated Notes in all respects (or in all respects except for the 
issue date, the first payment of interest thereon and/or issue price), so that such further issue shall be consolidated 
and form a single series with the outstanding Subordinated Notes or upon such terms as the Company may 
determine at the time of their issue.  
Except as provided below, the Subordinated Notes are not redeemable at the option of the Company prior to 
the Stated Maturity of the Subordinated Notes.  
This Subordinated Note will be redeemable as a whole at the option of the Company upon not less than 30 nor 
more than 60 days' notice, on any date, at a redemption price equal to 100% of the principal amount of this 
Subordinated Note together with any accrued but unpaid interest in respect of this Subordinated Note to, but 
excluding, the date fixed for redemption or, in the case of redemption pursuant to clause (ii) below, at a 
redemption price equal to the greater of (x) 100% of their principal amount, plus accrued interest to, but 
excluding, the date fixed for redemption, or (y) a Make-Whole Amount, if at any time:  
(i) the Company shall determine that as a result of a change in or amendment to the laws or regulations or rulings 
of a Taxing Jurisdiction, including any treaty to which it is a party, or a change in an official application or 
interpretation of those laws or regulations or rulings, including a decision of any court or tribunal, which becomes 
effective on or after December 12, 2000 (or, in the case of any Successor Person or Successor Entity, becomes 
effective on or after the date of that entity's assumption of the Company's obligations or the assumption of the 
Successor Entity's  
40  
obligations in the case of a merger, conveyance, transfer or lease in accordance with Section 8.01 of the Base 
Indenture), in making any payments of principal of or interest on such Subordinated Notes the Company has paid 
or will or would on the next Interest Payment Date be required to pay Additional Amounts and notwithstanding 
whether the payment of Additional Amounts is legal or not under French law (or the law of a Successor Entity or 
Successor Person jurisdiction), or  
(ii) on the next Interest Payment Date the Company would not be entitled to claim a deduction in respect of the 
payments of interest on any particular series of Subordinated Notes in computing its French (or, in the case of a 
Successor Person or Successor Entity, the relevant successor jurisdiction) taxation liabilities;  
PROVIDED, HOWEVER, in the case of a Successor Entity or any Successor Person to a Successor Entity, 
such redemption will only be permitted pursuant to clause  
(ii) above if such Successor Entity or Successor Person would not be entitled to claim a deduction in respect of 
such interest payments as a result of a change in or amendment to the laws or regulations or rulings in the 
Successor Entity or Successor Person's Taxing Jurisdiction, including any treaty to which it is a party, or a change 
in an official application or interpretation of those laws or regulations or rulings, including a decision of any court 
or tribunal, which becomes effective on or after the date the Successor Entity assumes the Company's 
obligations, or the Successor Person assumes the Successor Entity's obligations; provided that the sole purpose 
of the assumption by such Successor Entity or any Successor Person to a Successor Entity of the obligations 

obligations in the case of a merger, conveyance, transfer or lease in accordance with Section 8.01 of the Base 
Indenture), in making any payments of principal of or interest on such Subordinated Notes the Company has paid 
or will or would on the next Interest Payment Date be required to pay Additional Amounts and notwithstanding 
whether the payment of Additional Amounts is legal or not under French law (or the law of a Successor Entity or 
Successor Person jurisdiction), or  
(ii) on the next Interest Payment Date the Company would not be entitled to claim a deduction in respect of the 
payments of interest on any particular series of Subordinated Notes in computing its French (or, in the case of a 
Successor Person or Successor Entity, the relevant successor jurisdiction) taxation liabilities;  
PROVIDED, HOWEVER, in the case of a Successor Entity or any Successor Person to a Successor Entity, 
such redemption will only be permitted pursuant to clause  
(ii) above if such Successor Entity or Successor Person would not be entitled to claim a deduction in respect of 
such interest payments as a result of a change in or amendment to the laws or regulations or rulings in the 
Successor Entity or Successor Person's Taxing Jurisdiction, including any treaty to which it is a party, or a change 
in an official application or interpretation of those laws or regulations or rulings, including a decision of any court 
or tribunal, which becomes effective on or after the date the Successor Entity assumes the Company's 
obligations, or the Successor Person assumes the Successor Entity's obligations; provided that the sole purpose 
of the assumption by such Successor Entity or any Successor Person to a Successor Entity of the obligations 
under the Indenture would not be to permit redemption of this Subordinated Note.  
The Company will not give a notice of redemption earlier than 60 days prior to the earliest date on which the 
Company would be obligated to pay Additional Amounts under Section 6.04 of the Supplemental Indenture. The 
Company will also pay to each Holder, or make available for payment to each Holder, of this Subordinated Note 
on the redemption date, any Additional Amounts resulting from the payment of the redemption price described 
above.  
Notwithstanding the above, any Successor Person to the Company will have the option to redeem this 
Subordinated Note where the Company, or the Successor Person to the Company pursuant to a transaction in 
accordance with  
Section 8.01 of the Base Indenture, is required to pay Additional Amounts upon or after any merger, 
conveyance, transfer or lease pursuant to Section 8.01 of the Base Indenture. The Company or the Successor 
Person is not required to use reasonable measures to avoid the obligation to pay Additional Amounts in this  
41  
situation. The provisions of this paragraph do not apply to a merger, conveyance, transfer or lease by a 
Successor Entity.  
In any case where the Company (or any Successor Entity or Successor Person) shall determine that as a result of 
any change in the official application or interpretation of any laws or regulations it is entitled to redeem this 
Subordinated Note, the Company, the Successor Entity or Successor Person, as the case may be, shall be 
required to deliver to the Trustee prior to the giving of any notice of redemption a written Opinion of Counsel in a 
form reasonably satisfactory to the Trustee confirming that the Company, the Successor Entity or Successor 
Person, as the case may be, is entitled to exercise its right of redemption.  
If at any time the Company determines that a Regulatory Event has occurred on or after December 12, 2000 (or, 
in the case of a Successor Entity or Successor Person, on or after the date it has assumed the Company's 
obligations) with respect to this Subordinated Note and has delivered a written Opinion of Counsel to the Trustee 
as required by the terms of the Indenture, this Subordinated Note will be redeemable as a whole at the option of 
the Company (or any Successor Entity or Successor Person) upon not less than 30 nor more than 60 days' 
notice on any Interest Payment Date by paying a redemption price equal to the greater of (x) 100% of their 
aggregate principal amount plus accrued but unpaid interest to (but excluding) the date fixed for such redemption 
or (y) a Make-Whole Amount.  
If French law or regulation (or the law or regulation of the applicable Taxing Jurisdiction) prohibits the Company 
(or any Successor Person or Successor Entity) from paying Additional Amounts notwithstanding the undertaking 
to pay Additional Amounts pursuant to the terms of this Subordinated Note and the Indenture, then the Company 

situation. The provisions of this paragraph do not apply to a merger, conveyance, transfer or lease by a 
Successor Entity.  
In any case where the Company (or any Successor Entity or Successor Person) shall determine that as a result of 
any change in the official application or interpretation of any laws or regulations it is entitled to redeem this 
Subordinated Note, the Company, the Successor Entity or Successor Person, as the case may be, shall be 
required to deliver to the Trustee prior to the giving of any notice of redemption a written Opinion of Counsel in a 
form reasonably satisfactory to the Trustee confirming that the Company, the Successor Entity or Successor 
Person, as the case may be, is entitled to exercise its right of redemption.  
If at any time the Company determines that a Regulatory Event has occurred on or after December 12, 2000 (or, 
in the case of a Successor Entity or Successor Person, on or after the date it has assumed the Company's 
obligations) with respect to this Subordinated Note and has delivered a written Opinion of Counsel to the Trustee 
as required by the terms of the Indenture, this Subordinated Note will be redeemable as a whole at the option of 
the Company (or any Successor Entity or Successor Person) upon not less than 30 nor more than 60 days' 
notice on any Interest Payment Date by paying a redemption price equal to the greater of (x) 100% of their 
aggregate principal amount plus accrued but unpaid interest to (but excluding) the date fixed for such redemption 
or (y) a Make-Whole Amount.  
If French law or regulation (or the law or regulation of the applicable Taxing Jurisdiction) prohibits the Company 
(or any Successor Person or Successor Entity) from paying Additional Amounts notwithstanding the undertaking 
to pay Additional Amounts pursuant to the terms of this Subordinated Note and the Indenture, then the Company 
(or any Successor Person or Successor Entity) shall (subject to any prior authorization of a Relevant Supervisory 
Authority) redeem all of the Subordinated Notes Outstanding at 100% of their aggregate principal amount plus 
accrued, but unpaid interest to, but excluding, the date fixed for such redemption upon giving not less than seven 
nor more than thirty days' notice to the Holders, provided that, to the extent practicable, the due date for 
redemption of which notice hereunder shall be given, shall be the latest possible date before the Company (or any 
Successor Entity or Successor Person) becomes obligated to pay Additional Amounts with respect to this 
Subordinated Note, or if such date is past, as soon as is practicable thereafter.  
The "Make-Whole Amount" is calculated by the Calculation Agent (in consultation with the Company) and equal 
to the sum of the Present Values of the remaining scheduled payments of principal and interest of this 
Subordinated Note to Maturity. "Present Value" means the value determined by the Calculation Agent by 
discounting the remaining principal and interest payments to Maturity on a semiannual basis (assuming a 360-day 
year consisting of twelve 30-day  
42  
months) using the Adjusted Comparable Yield plus 75 basis points. If the Company shall redeem this 
Subordinated Note pursuant to Section 3.02(a)(ii) or Section 3.04 of the Supplemental Indenture, prior to 18 
months after the Issue Date of this Subordinated Note, the present value will be calculated using the Adjusted 
Comparable Yield plus 1.50%.  
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Subordinated Note 
or certain restrictive covenants, Defaults and Event of Default with respect to this Subordinated Note, in each 
case, upon compliance by the Company with certain conditions set forth therein.  
If an Event of Default occurs, this Subordinated Note will automatically become due and payable without any 
further action required on the part of the Holders or the Trustee.  
Any amounts to be paid by the Company on this Subordinated Note will be paid without deduction or 
withholding for, or on account of, any and all Taxes now or hereafter imposed, levied, collected, withheld or 
assessed by or on behalf of any Taxing Jurisdiction, unless such deduction or withholding is required by law. If 
any such Taxes shall at any time be required by a Taxing Jurisdiction to be deducted or withheld, the Company 
will pay such Additional Amounts as may be necessary in order that the net amounts paid to the Holders of this 
Subordinated Note, after such deduction or withholding, shall equal the respective amounts of principal and 
interest, if any, which would have been payable in respect of this Subordinated Note had no such deduction or 
withholding been required; provided that the payment of such Additional Amounts is legal under French law (or 

months) using the Adjusted Comparable Yield plus 75 basis points. If the Company shall redeem this 
Subordinated Note pursuant to Section 3.02(a)(ii) or Section 3.04 of the Supplemental Indenture, prior to 18 
months after the Issue Date of this Subordinated Note, the present value will be calculated using the Adjusted 
Comparable Yield plus 1.50%.  
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Subordinated Note 
or certain restrictive covenants, Defaults and Event of Default with respect to this Subordinated Note, in each 
case, upon compliance by the Company with certain conditions set forth therein.  
If an Event of Default occurs, this Subordinated Note will automatically become due and payable without any 
further action required on the part of the Holders or the Trustee.  
Any amounts to be paid by the Company on this Subordinated Note will be paid without deduction or 
withholding for, or on account of, any and all Taxes now or hereafter imposed, levied, collected, withheld or 
assessed by or on behalf of any Taxing Jurisdiction, unless such deduction or withholding is required by law. If 
any such Taxes shall at any time be required by a Taxing Jurisdiction to be deducted or withheld, the Company 
will pay such Additional Amounts as may be necessary in order that the net amounts paid to the Holders of this 
Subordinated Note, after such deduction or withholding, shall equal the respective amounts of principal and 
interest, if any, which would have been payable in respect of this Subordinated Note had no such deduction or 
withholding been required; provided that the payment of such Additional Amounts is legal under French law (or 
under the laws of the applicable Taxing Jurisdiction). However, the Company will not be required to make any 
payment of Additional Amounts to any Holder for or on account of:  
(i) any withholding, deduction, tax, assessment or other governmental charge which would not have been 
imposed but for the existence of any present or former connection between such Holder (or between a fiduciary, 
settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an 
estate, trust, partnership or corporation) and the applicable Taxing Jurisdiction, including, without limitation, such 
Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen 
or resident thereof or treated as a resident thereof or being or having been present or engaged in trade or 
business therein or having or having had a permanent establishment therein;  
(ii) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental 
charge or any  
43  
withholding or deduction on account of such tax, assessment or other governmental charge;  
(iii) any tax, assessment or other governmental charge which is payable other than by withholding from payments 
of (or in respect of) principal of, or any interest on, this Subordinated Note;  
(iv) any tax, assessment or other governmental charge required to be withheld or deducted by any paying agent 
from any payment of principal of or any interest on, this Subordinated Note, if such payment can be made 
without such withholding by any other available paying agent at the Holder's option;  
(v) any withholding, tax, assessment, deduction or other governmental charge imposed or withheld by reason of 
the failure by the Holder to comply with a request by the Company to such Holder to provide information or 
satisfy other applicable certification or reporting requirements concerning the nationality, residence, tax reporting 
or identity of the Holder, make a declaration of nonresidence or other similar claim for exemption or present any 
applicable form or certificate from the Holder or an applicable tax authority with respect to such matters, upon 
the making or presentation of which that Holder would have been able to avoid such withholding, tax, 
assessment, reduction or charge;  
(vi) any withholding, deduction, tax, assessment or other governmental charge which would not have been 
imposed but for the presentation of this Subordinated Note (where presentation is required) for payment on a 
date more than 30 days after the date on which such payment became due and payable or the date on which 
payment thereof was duly provided for, whichever occurred later;  

withholding or deduction on account of such tax, assessment or other governmental charge;  
(iii) any tax, assessment or other governmental charge which is payable other than by withholding from payments 
of (or in respect of) principal of, or any interest on, this Subordinated Note;  
(iv) any tax, assessment or other governmental charge required to be withheld or deducted by any paying agent 
from any payment of principal of or any interest on, this Subordinated Note, if such payment can be made 
without such withholding by any other available paying agent at the Holder's option;  
(v) any withholding, tax, assessment, deduction or other governmental charge imposed or withheld by reason of 
the failure by the Holder to comply with a request by the Company to such Holder to provide information or 
satisfy other applicable certification or reporting requirements concerning the nationality, residence, tax reporting 
or identity of the Holder, make a declaration of nonresidence or other similar claim for exemption or present any 
applicable form or certificate from the Holder or an applicable tax authority with respect to such matters, upon 
the making or presentation of which that Holder would have been able to avoid such withholding, tax, 
assessment, reduction or charge;  
(vi) any withholding, deduction, tax, assessment or other governmental charge which would not have been 
imposed but for the presentation of this Subordinated Note (where presentation is required) for payment on a 
date more than 30 days after the date on which such payment became due and payable or the date on which 
payment thereof was duly provided for, whichever occurred later;  
(vii) any tax, assessment or other governmental charge which would not have been imposed or withheld if such 
Holder had not presented this Subordinated Note for payment in the applicable Taxing Jurisdiction, unless the 
Holder was required to present this Subordinated Note for payment in the applicable Taxing Jurisdiction and it 
could not have been presented for payment anywhere else;  
(viii) any tax, assessment or other governmental charge which would not have been imposed but for such 
Holder's status as an individual resident of a member state of the European Union; or  
(ix) any combination of items (i) through (viii) above.  
44  
Additional Amounts shall not be paid with respect to any payment of the principal of, or any interest on this 
Subordinated Note to any Holder who is a fiduciary or a partnership or a beneficial owner who is other than the 
sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a 
member of such partnership or a beneficial owner would not have been entitled to such Additional Amounts had 
it been the Holder of this Subordinated Note.  
On any Optional Interest Payment Date for this Subordinated Note the Company will be entitled, by giving 
written notice to the Trustee in accordance with Sections 1.05 and 1.06, respectively, of the Base Indenture prior 
to the Regular Record Date for such Optional Interest Payment Date (a "DEFERRAL NOTICE"), to defer the 
due date for payment of any interest in respect of this Subordinated Note and, accordingly, on the giving of such 
Deferral Notice the due date (the "DEFERRED PAYMENT DATE") for payment of interest (the "DEFERRED 
PAYMENT") shall be so deferred and the Company shall not be obliged to make payment thereof on the date 
such payment would otherwise have become due and payable and such deferral of interest shall not constitute a 
Default by the Company or a breach of any of its obligations under the Indenture. The Company may defer the 
payment of interest for any period (the "DEFERRAL PERIOD"), PROVIDED THAT (x) a Deferral Period may 
not extend beyond five years from the initial Deferred Payment Date or any earlier date on which this 
Subordinated Note is to be paid in full, (y) the Company must pay all accrued Arrears of Interest and Additional 
Interest on this Subordinated Note at the end of any such five-year period or at such earlier date and (z) at the 
end of any such five-year period the Company may again defer the payment of interest on this Subordinated 
Note which would otherwise be payable on any Interest Payment Date beginning on or following the end of such 
five-year period; provided that any subsequent Deferral Period must comply with the foregoing.  
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification 
of the rights and obligations of the Company and the rights of the Holders of this Subordinated Note at any time 

Additional Amounts shall not be paid with respect to any payment of the principal of, or any interest on this 
Subordinated Note to any Holder who is a fiduciary or a partnership or a beneficial owner who is other than the 
sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a 
member of such partnership or a beneficial owner would not have been entitled to such Additional Amounts had 
it been the Holder of this Subordinated Note.  
On any Optional Interest Payment Date for this Subordinated Note the Company will be entitled, by giving 
written notice to the Trustee in accordance with Sections 1.05 and 1.06, respectively, of the Base Indenture prior 
to the Regular Record Date for such Optional Interest Payment Date (a "DEFERRAL NOTICE"), to defer the 
due date for payment of any interest in respect of this Subordinated Note and, accordingly, on the giving of such 
Deferral Notice the due date (the "DEFERRED PAYMENT DATE") for payment of interest (the "DEFERRED 
PAYMENT") shall be so deferred and the Company shall not be obliged to make payment thereof on the date 
such payment would otherwise have become due and payable and such deferral of interest shall not constitute a 
Default by the Company or a breach of any of its obligations under the Indenture. The Company may defer the 
payment of interest for any period (the "DEFERRAL PERIOD"), PROVIDED THAT (x) a Deferral Period may 
not extend beyond five years from the initial Deferred Payment Date or any earlier date on which this 
Subordinated Note is to be paid in full, (y) the Company must pay all accrued Arrears of Interest and Additional 
Interest on this Subordinated Note at the end of any such five-year period or at such earlier date and (z) at the 
end of any such five-year period the Company may again defer the payment of interest on this Subordinated 
Note which would otherwise be payable on any Interest Payment Date beginning on or following the end of such 
five-year period; provided that any subsequent Deferral Period must comply with the foregoing.  
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification 
of the rights and obligations of the Company and the rights of the Holders of this Subordinated Note at any time 
by the Company, and the Trustee with the consent of the Holders of a majority in principal amount of the 
Subordinated Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of 
specified percentages in principal amount of the Subordinated Notes at the time Outstanding, on behalf of all 
Holders of all Subordinated Notes, to waive compliance by the Company with certain provisions of the Indenture 
and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder 
of this Subordinated Note shall be conclusive and binding upon such Holder and upon all future holders of this 
Subordinated Note and of any Subordinated Note issued upon the registration of transfer hereof or in exchange 
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Subordinated Note.  
45  
As set forth in, and subject to, the provisions of the Indenture, no Holder of this Subordinated Note will have any 
right to institute any proceeding with respect to the Indenture, this Subordinated Note or for any remedy 
thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of 
Default with respect to this Subordinated Note, the Holders of not less than 25% in aggregate principal amount of 
the Outstanding Subordinated Notes shall have made written request, and offered reasonable indemnity, to the 
Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a 
majority in principal of the Outstanding Subordinated Note of this series a direction inconsistent with such request 
and shall have failed to institute such proceeding within 60 days; PROVIDED, HOWEVER, that such limitations 
do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal (and 
premium, if any) or interest on this Subordinated Note on or after the respective due dates expressed herein.  
For a description of the duties and the immunities and rights of the Trustee under the Indenture, reference is made 
to the Indenture, and the obligations of the Trustee to the Holder hereof are subject to such immunities and rights.  
Notwithstanding any provision of this Subordinated Note or of the Indenture, the Holder of this Subordinated 
Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and any 
premium and, subject as provided herein, interest on this Subordinated Note at the times, place and rate, and in 
the coin or currency, herein prescribed or as provided in the Indenture.  
The Subordinated Notes are issuable only in registered global form without Coupons in denominations of $1,000 
and any integral multiple thereof. Except as provided in the Indenture and subject to certain limitations therein set 
forth, this Subordinated Note will not be exchangeable for definitive registered Subordinated Notes of this series. 
As provided in the Indenture and subject to certain limitations therein set forth, if definitive Subordinated Notes 

As set forth in, and subject to, the provisions of the Indenture, no Holder of this Subordinated Note will have any 
right to institute any proceeding with respect to the Indenture, this Subordinated Note or for any remedy 
thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of 
Default with respect to this Subordinated Note, the Holders of not less than 25% in aggregate principal amount of 
the Outstanding Subordinated Notes shall have made written request, and offered reasonable indemnity, to the 
Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a 
majority in principal of the Outstanding Subordinated Note of this series a direction inconsistent with such request 
and shall have failed to institute such proceeding within 60 days; PROVIDED, HOWEVER, that such limitations 
do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal (and 
premium, if any) or interest on this Subordinated Note on or after the respective due dates expressed herein.  
For a description of the duties and the immunities and rights of the Trustee under the Indenture, reference is made 
to the Indenture, and the obligations of the Trustee to the Holder hereof are subject to such immunities and rights.  
Notwithstanding any provision of this Subordinated Note or of the Indenture, the Holder of this Subordinated 
Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and any 
premium and, subject as provided herein, interest on this Subordinated Note at the times, place and rate, and in 
the coin or currency, herein prescribed or as provided in the Indenture.  
The Subordinated Notes are issuable only in registered global form without Coupons in denominations of $1,000 
and any integral multiple thereof. Except as provided in the Indenture and subject to certain limitations therein set 
forth, this Subordinated Note will not be exchangeable for definitive registered Subordinated Notes of this series. 
As provided in the Indenture and subject to certain limitations therein set forth, if definitive Subordinated Notes 
are issued in accordance with the terms of the Indenture, the transfer of such Subordinated Note will be 
registrable in the Debt Security Register, upon surrender of the Subordinated Note for registration of transfer at 
the office or agency of the Company in any place where the principal of and any premium and interest on the 
Subordinated Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form 
satisfactory to the Company and the Debt Security Registrar duly executed by, the Holder hereof or his attorney 
duly authorized in writing, and thereupon one or more new Subordinated Notes of like tenor, of authorized 
denominations and for the same aggregate principal amount, will be issued to the designated transferee or 
transferees.  
No service charge shall be made for any such registration of transfer or exchange, but the Company may require 
from the Holder hereof payment of a sum  
46  
sufficient to cover any tax or other governmental charge payable in connection therewith.  
Prior to due presentment of a Subordinated Note for registration of transfer, the Company, the Trustee and any 
agent of the Company or the Trustee may treat the Person in whose name the Subordinated Note is registered as 
the sole owner hereof for all purposes, whether or not the Subordinated Note be overdue, and none of the 
Company, the Trustee nor any such agent shall be affected by notice to the contrary.  
THE INDENTURE AND THE SUBORDINATED NOTES SHALL BE GOVERNED BY AND 
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED 
TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT 
REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS, EXCEPT FOR SECTION 12.01 OF THE 
BASE INDENTURE AND ARTICLE 7 OF THE SUPPLEMENTAL INDENTURE, WHICH SHALL BE 
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE REPUBLIC OF 
FRANCE.  
All terms used in this Subordinated Note which are defined in the Indenture shall have the meanings assigned to 
them in the Indenture.  
47  

sufficient to cover any tax or other governmental charge payable in connection therewith.  
Prior to due presentment of a Subordinated Note for registration of transfer, the Company, the Trustee and any 
agent of the Company or the Trustee may treat the Person in whose name the Subordinated Note is registered as 
the sole owner hereof for all purposes, whether or not the Subordinated Note be overdue, and none of the 
Company, the Trustee nor any such agent shall be affected by notice to the contrary.  
THE INDENTURE AND THE SUBORDINATED NOTES SHALL BE GOVERNED BY AND 
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED 
TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT 
REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS, EXCEPT FOR SECTION 12.01 OF THE 
BASE INDENTURE AND ARTICLE 7 OF THE SUPPLEMENTAL INDENTURE, WHICH SHALL BE 
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE REPUBLIC OF 
FRANCE.  
All terms used in this Subordinated Note which are defined in the Indenture shall have the meanings assigned to 
them in the Indenture.  
47  
EXHIBIT A-2  
[FORM OF STERLING SUBORDINATED NOTES]  
THIS SUBORDINATED NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE 
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A 
DEPOSITARY OR A NOMINEE THEREOF. THIS SUBORDINATED NOTE MAY NOT BE 
EXCHANGED IN WHOLE OR IN  
PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SUBORDINATED NOTE IN  
WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN 
SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES 
DESCRIBED IN THE INDENTURE.  
The rights of the Holder of the Subordinated Notes are, to the extent and in the manner set forth in Section 12.01 
of the Base Indenture, subordinated to the claims of other Senior Creditors of the Company, and this 
Subordinated Note is issued subject to the provisions of Section 12.01, and the Holder of this Subordinated 
Note, by accepting the same, agrees to and shall be bound by such provisions. The terms of this paragraph are 
governed by, and shall be construed in accordance with, the laws of the Republic of France.  
AXA  
SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE SURVEILLANCE  
7.125% STERLING SUBORDINATED NOTES  
DUE DECEMBER 15, 2020  
No. ISIN XS0122028904  
Common Code 012202890  
[POUND]  
AXA, a SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE SURVEILLANCE organized under the 
laws of France (herein called the "Company", which term includes any successor under the First Supplemental 
Indenture and Base Indenture, together the Indenture, hereinafter referred to), for value received, hereby 
promises to pay , or registered assigns, the principal sum of  

EXHIBIT A-2  
[FORM OF STERLING SUBORDINATED NOTES]  
THIS SUBORDINATED NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE 
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A 
DEPOSITARY OR A NOMINEE THEREOF. THIS SUBORDINATED NOTE MAY NOT BE 
EXCHANGED IN WHOLE OR IN  
PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SUBORDINATED NOTE IN  
WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN 
SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES 
DESCRIBED IN THE INDENTURE.  
The rights of the Holder of the Subordinated Notes are, to the extent and in the manner set forth in Section 12.01 
of the Base Indenture, subordinated to the claims of other Senior Creditors of the Company, and this 
Subordinated Note is issued subject to the provisions of Section 12.01, and the Holder of this Subordinated 
Note, by accepting the same, agrees to and shall be bound by such provisions. The terms of this paragraph are 
governed by, and shall be construed in accordance with, the laws of the Republic of France.  
AXA  
SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE SURVEILLANCE  
7.125% STERLING SUBORDINATED NOTES  
DUE DECEMBER 15, 2020  
No. ISIN XS0122028904  
Common Code 012202890  
[POUND]  
AXA, a SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE SURVEILLANCE organized under the 
laws of France (herein called the "Company", which term includes any successor under the First Supplemental 
Indenture and Base Indenture, together the Indenture, hereinafter referred to), for value received, hereby 
promises to pay , or registered assigns, the principal sum of  
[POUND] on December 15, 2020 (unless otherwise redeemed in accordance herewith) and (except as 
otherwise provided for herein) to pay interest thereon from December 15, 2000 or from the most recent Interest 
Payment Date to which interest has been paid or duly provided for, annually in arrears on December 15 in each 
year commencing December 15, 2001, at the rate of 7.125% per annum until the principal hereof is paid or made 
available for payment.  
48  
Subject to the second immediately following paragraph, if applicable, interest on this Subordinated Note which is 
payable, and is punctually paid or duly provided for, on any Interest Payment Date, on any Optional Interest 
Payment Date where the Company has not delivered a Deferral Notice, or on any date on which the Company 
pays any accrued Arrears of Interest and Additional Interest as provided below shall be paid, in the case of 
registered Subordinated Notes, to the Person in whose name this Subordinated Note (or one or more 
Predecessor Securities) is registered at the close of business on the Regular Record Date or Deferred Record 
Date, as the case may be, for such interest, including through a Paying Agent by wire-transfer of same-day funds 
to the Holder or, at the option of the Company, by check mailed to the address of the Holder as it appears in the 
Debt Security Register. Regular Record Dates for purposes of this Subordinated Note will be the December 1 
preceding each December 15 in each year on which interest is due and payable.  
Subject to the immediately following paragraph, any such interest not so punctually paid or duly provided for will 

Subject to the second immediately following paragraph, if applicable, interest on this Subordinated Note which is 
payable, and is punctually paid or duly provided for, on any Interest Payment Date, on any Optional Interest 
Payment Date where the Company has not delivered a Deferral Notice, or on any date on which the Company 
pays any accrued Arrears of Interest and Additional Interest as provided below shall be paid, in the case of 
registered Subordinated Notes, to the Person in whose name this Subordinated Note (or one or more 
Predecessor Securities) is registered at the close of business on the Regular Record Date or Deferred Record 
Date, as the case may be, for such interest, including through a Paying Agent by wire-transfer of same-day funds 
to the Holder or, at the option of the Company, by check mailed to the address of the Holder as it appears in the 
Debt Security Register. Regular Record Dates for purposes of this Subordinated Note will be the December 1 
preceding each December 15 in each year on which interest is due and payable.  
Subject to the immediately following paragraph, any such interest not so punctually paid or duly provided for will 
forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person 
in whose name this Subordinated Note is registered at the close of business on a Special Record Date for the 
payment of such Defaulted Interest to be fixed by the Trustee pursuant to Section 3.07(b)(i) of the Base 
Indenture, notice whereof shall be given to Holders of the Subordinated Notes not less than 10 days prior to such 
Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of 
any securities exchange on which this Subordinated Note may be listed, and upon such notice as may be required 
by such exchange, all as more fully provided in said Indenture.  
The Company may under certain circumstances and in accordance with the Indenture, defer the due date for 
payments of interest on this Subordinated Note on any Optional Interest Payment Date. Any interest on this 
Subordinated Note which is payable, but is not punctually paid or duly provided for, on any Optional Interest 
Payment Date shall constitute "ARREARS OF INTEREST". Arrears of Interest (together with the corresponding 
amount of Additional Interest) on this Subordinated Note will, as provided in the Indenture, be paid to the Person 
in whose name this Subordinated Note (or one or more Predecessor Securities) is registered at the close of 
business on the record date established by the Company for such purpose (the "DEFERRED RECORD 
DATE"). Arrears of Interest (together with the corresponding amount of Additional Interest) may at the option of 
the Company be paid by the Company in whole or in part at any time and will be paid in full on any Mandatory 
Interest Payment Date, any date fixed for optional or mandatory redemption of this Subordinated Note or any 
date upon which a final judgment is made for the judicial liquidation (LIQUIDATION JUDICIAIRE) of the 
Company or the date of the voluntary liquidation (LIQUIDATION AMIABLE) of the Company or of the sale of 
the whole of the business (CESSION TOTALE DE  
49  
L'ENTREPRISE) of the Company following an order of judicial reorganization (REDRESSEMENT 
JUDICIAIRE).  
Any amount of Arrears of Interest shall bear interest (to the extent permitted by applicable law) as if it constituted 
the principal of this Subordinated Note at a rate which corresponds to the Interest Rate then applicable to this 
Subordinated Note. The amount of interest so accrued (the "ADDITIONAL INTEREST") in respect of Arrears 
of Interest will become due and payable as and when the Arrears of Interest become due and payable in 
accordance herewith. The amount of Additional Interest shall be calculated by the Calculation Agent (in 
consultation with the Company) who will apply such interest rate to the amount of Arrears of Interest in 
accordance with the provisions of the Indenture. The amount of Additional Interest accrued as at an Interest 
Payment Date shall be added, for purposes only of the calculation of the amount of Additional Interest due after 
such Interest Payment Date, to the corresponding amount of Arrears of Interest unpaid as at such Interest 
Payment Date as if such amount would constitute itself Arrears of Interest.  
In accordance with the Indenture, (i) the Company will pay all unpaid amounts of Arrears of Interest on this 
Subordinated Note before any Additional Interest; (ii) Arrears of Interest accrued for any Interest Period shall 
not be payable until full payment has been made of all Arrears of Interest on this Subordinated Note that have 
accrued during any earlier Interest Period and the order of payment of Additional Interest on this Subordinated 
Note will follow that of the Arrears of Interest to which it relates; and (iii) the amount of Arrears of Interest or 
Additional Interest payable in respect of this Subordinated Note with respect to any Interest Period, shall be 
computed PRO RATA to the total amount of all unpaid Arrears of Interest or, as the case may be, amount of 
Additional Interest accrued on this Subordinated Note in respect of that Interest Period to the date of payment.  

L'ENTREPRISE) of the Company following an order of judicial reorganization (REDRESSEMENT 
JUDICIAIRE).  
Any amount of Arrears of Interest shall bear interest (to the extent permitted by applicable law) as if it constituted 
the principal of this Subordinated Note at a rate which corresponds to the Interest Rate then applicable to this 
Subordinated Note. The amount of interest so accrued (the "ADDITIONAL INTEREST") in respect of Arrears 
of Interest will become due and payable as and when the Arrears of Interest become due and payable in 
accordance herewith. The amount of Additional Interest shall be calculated by the Calculation Agent (in 
consultation with the Company) who will apply such interest rate to the amount of Arrears of Interest in 
accordance with the provisions of the Indenture. The amount of Additional Interest accrued as at an Interest 
Payment Date shall be added, for purposes only of the calculation of the amount of Additional Interest due after 
such Interest Payment Date, to the corresponding amount of Arrears of Interest unpaid as at such Interest 
Payment Date as if such amount would constitute itself Arrears of Interest.  
In accordance with the Indenture, (i) the Company will pay all unpaid amounts of Arrears of Interest on this 
Subordinated Note before any Additional Interest; (ii) Arrears of Interest accrued for any Interest Period shall 
not be payable until full payment has been made of all Arrears of Interest on this Subordinated Note that have 
accrued during any earlier Interest Period and the order of payment of Additional Interest on this Subordinated 
Note will follow that of the Arrears of Interest to which it relates; and (iii) the amount of Arrears of Interest or 
Additional Interest payable in respect of this Subordinated Note with respect to any Interest Period, shall be 
computed PRO RATA to the total amount of all unpaid Arrears of Interest or, as the case may be, amount of 
Additional Interest accrued on this Subordinated Note in respect of that Interest Period to the date of payment.  
The Company shall pay Additional Amounts as provided herein and in  
Section 6.04 of the Supplemental Indenture.  
Reference is hereby made to the further provisions of this Subordinated Note set forth on the reverse hereof, 
which further provisions shall for all purposes have the same effect as if set forth at this place.  
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, 
directly or through an Authenticating Agent, by manual signature of an authorized signatory, this Subordinated 
Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.  
50  
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed manually or in 
facsimile.  
Dated:  
AXA  
By:  
 
Name:  
 
Title: Director  
CERTIFICATE OF AUTHENTICATION  
This is one of the Subordinated Notes of the series designated therein referred to in the within-mentioned 
Indenture.  
Dated:  
THE BANK OF NEW YORK  
AS TRUSTEE  

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed manually or in 
facsimile.  
Dated:  
AXA  
By:  
 
Name:  
 
Title: Director  
CERTIFICATE OF AUTHENTICATION  
This is one of the Subordinated Notes of the series designated therein referred to in the within-mentioned 
Indenture.  
Dated:  
THE BANK OF NEW YORK  
AS TRUSTEE  
By:  
Authorized Signatory  
 
51  
[FORM OF REVERSE OF SUBORDINATED NOTE]  
This Sterling Note is one of a duly authorized issue of securities of the Company (herein called the "Subordinated 
Notes"), issued and to be issued in one or more series under an Indenture, dated as of December 15, 2000 (the 
"Base Indenture"), and a First Supplemental Indenture, dated as of December 15, 2000 (the "First Supplemental 
Indenture" and together with the Base Indenture, the "Indenture") among the Company and The Bank of New 
York, as Trustee (herein called the "Trustee", which term includes any other successor trustee under the 
Indenture), and reference is hereby made to the Indenture for a statement of the terms of the Subordinated Notes 
and the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and 
the Holders of the Subordinated Notes and of the terms upon which the Subordinated Notes are, and are to be, 
authenticated and delivered. The Subordinated Notes are subject to all such terms. This Subordinated Note is 
one of the series designated on the face hereof, initially limited in aggregate principal amount to [POUND]
325,000,000.  
The Company may from time to time, without the consent of the Holders, create and issue further securities 
having the same terms and conditions as the Subordinated Notes in all respects (or in all respects except for the 
issue date, the first payment of interest thereon and/or issue price), so that such further issue shall be consolidated 
and form a single series with the outstanding Subordinated Notes or upon such terms as the Company may 
determine at the time of their issue.  
Except as provided below, the Subordinated Notes are not redeemable at the option of the Company prior to 
the Stated Maturity of the Subordinated Notes.  
This Subordinated Note will be redeemable as a whole at the option of the Company upon not less than 30 nor 
more than 60 days' notice, on any date, at a redemption price equal to 100% of the principal amount of this 
Subordinated Note together with any accrued but unpaid interest in respect of this Subordinated Note to, but 
excluding, the date fixed for redemption or, in the case of redemption pursuant to clause (ii) below, at a 
redemption price equal to the greater of (x) 100% of their principal amount plus accrued interest to, but 
excluding, the date fixed for redemption or (y) a Make-Whole Amount, if at any time:  

[FORM OF REVERSE OF SUBORDINATED NOTE]  
This Sterling Note is one of a duly authorized issue of securities of the Company (herein called the "Subordinated 
Notes"), issued and to be issued in one or more series under an Indenture, dated as of December 15, 2000 (the 
"Base Indenture"), and a First Supplemental Indenture, dated as of December 15, 2000 (the "First Supplemental 
Indenture" and together with the Base Indenture, the "Indenture") among the Company and The Bank of New 
York, as Trustee (herein called the "Trustee", which term includes any other successor trustee under the 
Indenture), and reference is hereby made to the Indenture for a statement of the terms of the Subordinated Notes 
and the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and 
the Holders of the Subordinated Notes and of the terms upon which the Subordinated Notes are, and are to be, 
authenticated and delivered. The Subordinated Notes are subject to all such terms. This Subordinated Note is 
one of the series designated on the face hereof, initially limited in aggregate principal amount to [POUND]
325,000,000.  
The Company may from time to time, without the consent of the Holders, create and issue further securities 
having the same terms and conditions as the Subordinated Notes in all respects (or in all respects except for the 
issue date, the first payment of interest thereon and/or issue price), so that such further issue shall be consolidated 
and form a single series with the outstanding Subordinated Notes or upon such terms as the Company may 
determine at the time of their issue.  
Except as provided below, the Subordinated Notes are not redeemable at the option of the Company prior to 
the Stated Maturity of the Subordinated Notes.  
This Subordinated Note will be redeemable as a whole at the option of the Company upon not less than 30 nor 
more than 60 days' notice, on any date, at a redemption price equal to 100% of the principal amount of this 
Subordinated Note together with any accrued but unpaid interest in respect of this Subordinated Note to, but 
excluding, the date fixed for redemption or, in the case of redemption pursuant to clause (ii) below, at a 
redemption price equal to the greater of (x) 100% of their principal amount plus accrued interest to, but 
excluding, the date fixed for redemption or (y) a Make-Whole Amount, if at any time:  
(i) the Company shall determine that as a result of a change in or amendment to the laws or regulations or rulings 
of a Taxing Jurisdiction, including any treaty to which it is a party, or a change in an official application or 
interpretation of those laws or regulations or rulings, including a decision of any court or tribunal, which becomes 
effective on or after December 12, 2000 (or, in the case of any Successor Person or Successor Entity, becomes 
effective on or after the date of that entity's assumption of the Company's obligations or the assumption of the 
Successor Entity's  
52  
obligations in the case of a merger, conveyance, transfer or lease in accordance with Section 8.01 of the Base 
Indenture), in making any payments of principal of or interest on such Subordinated Notes the Company has paid 
or will or would on the next Interest Payment Date be required to pay Additional Amounts and notwithstanding 
whether the payment of Additional Amounts is legal or not under French law (or the law of a Successor Entity or 
Successor Person jurisdiction), or  
(ii) on the next Interest Payment Date the Company would not be entitled to claim a deduction in respect of the 
payments of interest on any particular series of Subordinated Notes in computing its French (or, in the case of a 
Successor Person or Successor Entity, the relevant successor jurisdiction) taxation liabilities;  
PROVIDED, HOWEVER, in the case of a Successor Entity or any Successor Person to a Successor Entity, 
such redemption will only be permitted pursuant to clause  
(ii) above if such Successor Entity or Successor Person would not be entitled to claim a deduction in respect of 
such interest payments as a result of a change in or amendment to the laws or regulations or rulings in the 
Successor Entity or Successor Person's Taxing Jurisdiction, including any treaty to which it is a party, or a change 
in an official application or interpretation of those laws or regulations or rulings, including a decision of any court 
or tribunal, which becomes effective on or after the date the Successor Entity assumes the Company's 
obligations, or the Successor Person assumes the Successor Entity's obligations; provided that the sole purpose 
of the assumption by such Successor Entity or any Successor Person to a Successor Entity of the obligations 

obligations in the case of a merger, conveyance, transfer or lease in accordance with Section 8.01 of the Base 
Indenture), in making any payments of principal of or interest on such Subordinated Notes the Company has paid 
or will or would on the next Interest Payment Date be required to pay Additional Amounts and notwithstanding 
whether the payment of Additional Amounts is legal or not under French law (or the law of a Successor Entity or 
Successor Person jurisdiction), or  
(ii) on the next Interest Payment Date the Company would not be entitled to claim a deduction in respect of the 
payments of interest on any particular series of Subordinated Notes in computing its French (or, in the case of a 
Successor Person or Successor Entity, the relevant successor jurisdiction) taxation liabilities;  
PROVIDED, HOWEVER, in the case of a Successor Entity or any Successor Person to a Successor Entity, 
such redemption will only be permitted pursuant to clause  
(ii) above if such Successor Entity or Successor Person would not be entitled to claim a deduction in respect of 
such interest payments as a result of a change in or amendment to the laws or regulations or rulings in the 
Successor Entity or Successor Person's Taxing Jurisdiction, including any treaty to which it is a party, or a change 
in an official application or interpretation of those laws or regulations or rulings, including a decision of any court 
or tribunal, which becomes effective on or after the date the Successor Entity assumes the Company's 
obligations, or the Successor Person assumes the Successor Entity's obligations; provided that the sole purpose 
of the assumption by such Successor Entity or any Successor Person to a Successor Entity of the obligations 
under the Indenture would not be to permit redemption of this Subordinated Note.  
The Company will not give a notice of redemption earlier than 60 days prior to the earliest date on which the 
Company would be obligated to pay Additional Amounts under Section 6.04 of the Supplemental Indenture. The 
Company will also pay to each Holder, or make available for payment to each Holder, of this Subordinated Note 
on the redemption date, any Additional Amounts resulting from the payment of the redemption price described 
above.  
Notwithstanding the above, any Successor Person to the Company will have the option to redeem this 
Subordinated Note where the Company, or the Successor Person to the Company pursuant to a transaction in 
accordance with Section 8.01 of the Base Indenture, is required to pay Additional Amounts upon or after any 
merger, conveyance, transfer or lease pursuant to Section 8.01 of the Base Indenture. The Company or the 
Successor Person is not required to use reasonable measures to avoid the obligation to pay Additional Amounts 
in this  
53  
situation. The provisions of this paragraph do not apply to a merger, conveyance, transfer or lease by a 
Successor Entity.  
In any case where the Company (or any Successor Entity or Successor Person) shall determine that as a result of 
any change in the official application or interpretation of any laws or regulations it is entitled to redeem this 
Subordinated Note, the Company, the Successor Entity or Successor Person, as the case may be, shall be 
required to deliver to the Trustee prior to the giving of any notice of redemption a written Opinion of Counsel in a 
form reasonably satisfactory to the Trustee confirming that the Company, the Successor Entity or Successor 
Person, as the case may be, is entitled to exercise its right of redemption.  
If at any time the Company determines that a Regulatory Event has occurred on or after December 12, 2000 (or, 
in the case of a Successor Entity or Successor Person, on or after the date it has assumed the Company's 
obligations) with respect to this Subordinated Note and has delivered a written Opinion of Counsel to the Trustee 
as required by the terms of the Indenture, this Subordinated Note will be redeemable as a whole at the option of 
the Company (or any Successor Entity or Successor Person) upon not less than 30 nor more than 60 days' 
notice on any Interest Payment Date by paying a redemption price equal to the greater of (x) 100% of their 
aggregate principal amount plus accrued but unpaid interest to (but excluding) the date fixed for such redemption 
or (y) a Make-Whole Amount.  
If French law or regulation (or the law or regulation of the applicable Taxing Jurisdiction) prohibits the Company 
(or any Successor Person or Successor Entity) from paying Additional Amounts notwithstanding the undertaking 
to pay Additional Amounts pursuant to the terms of this Subordinated Note and the Indenture, then the Company 

situation. The provisions of this paragraph do not apply to a merger, conveyance, transfer or lease by a 
Successor Entity.  
In any case where the Company (or any Successor Entity or Successor Person) shall determine that as a result of 
any change in the official application or interpretation of any laws or regulations it is entitled to redeem this 
Subordinated Note, the Company, the Successor Entity or Successor Person, as the case may be, shall be 
required to deliver to the Trustee prior to the giving of any notice of redemption a written Opinion of Counsel in a 
form reasonably satisfactory to the Trustee confirming that the Company, the Successor Entity or Successor 
Person, as the case may be, is entitled to exercise its right of redemption.  
If at any time the Company determines that a Regulatory Event has occurred on or after December 12, 2000 (or, 
in the case of a Successor Entity or Successor Person, on or after the date it has assumed the Company's 
obligations) with respect to this Subordinated Note and has delivered a written Opinion of Counsel to the Trustee 
as required by the terms of the Indenture, this Subordinated Note will be redeemable as a whole at the option of 
the Company (or any Successor Entity or Successor Person) upon not less than 30 nor more than 60 days' 
notice on any Interest Payment Date by paying a redemption price equal to the greater of (x) 100% of their 
aggregate principal amount plus accrued but unpaid interest to (but excluding) the date fixed for such redemption 
or (y) a Make-Whole Amount.  
If French law or regulation (or the law or regulation of the applicable Taxing Jurisdiction) prohibits the Company 
(or any Successor Person or Successor Entity) from paying Additional Amounts notwithstanding the undertaking 
to pay Additional Amounts pursuant to the terms of this Subordinated Note and the Indenture, then the Company 
(or any Successor Person or Successor Entity) shall (subject to any prior authorization of a Relevant Supervisory 
Authority) redeem all of the Subordinated Notes then Outstanding at 100% of their aggregate principal amount 
plus accrued but unpaid interest to, but excluding, the date fixed for such redemption upon giving not less than 
seven nor more than thirty days' notice to the Holders, provided that, to the extent practicable, the due date for 
redemption of which notice hereunder shall be given, shall be the latest possible date before the Company (or any 
Successor Entity or Successor Person) becomes obligated to pay Additional Amounts with respect to this 
Subordinated Note, or if such date is past, as soon as is practicable thereafter.  
The "Make-Whole Amount" is calculated by the Calculation Agent (in consultation with the Company) and equal 
to the sum of the Present Values of the remaining scheduled payments of principal and interest of this 
Subordinated Note to Maturity. "Present Value" means the value determined by the Calculation Agent by 
discounting the remaining principal and interest payments to Maturity on an annual basis (assuming a 360-day 
year consisting of twelve 30-day months)  
54  
using the Adjusted Comparable Yield plus 75 basis points. If the Company shall redeem this Subordinated Note 
pursuant to Section 3.02(a)(ii) or Section 3.04 of the Supplemental Indenture, prior to 18 months after the Issue 
Date of this Subordinated Note, the present value will be calculated using the Adjusted Comparable Yield plus 
1.225%.  
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Subordinated Note 
or certain restrictive covenants, Defaults and Event of Default with respect to this Subordinated Note, in each 
case, upon compliance by the Company with certain conditions set forth therein.  
If an Event of Default occurs, this Subordinated Note will automatically become due and payable without any 
further action required on the part of the Holders or the Trustee.  
Any amounts to be paid by the Company on this Subordinated Note will be paid without deduction or 
withholding for, or on account of, any and all Taxes now or hereafter imposed, levied, collected, withheld or 
assessed by or on behalf of any Taxing Jurisdiction, unless such deduction or withholding is required by law. If 
any such Taxes shall at any time be required by a Taxing Jurisdiction to be deducted or withheld, the Company 
will pay such Additional Amounts as may be necessary in order that the net amounts paid to the Holders of this 
Subordinated Note, after such deduction or withholding, shall equal the respective amounts of principal and 
interest, if any, which would have been payable in respect of this Subordinated Note had no such deduction or 
withholding been required; provided that the payment of such Additional Amounts is legal under French law (or 

using the Adjusted Comparable Yield plus 75 basis points. If the Company shall redeem this Subordinated Note 
pursuant to Section 3.02(a)(ii) or Section 3.04 of the Supplemental Indenture, prior to 18 months after the Issue 
Date of this Subordinated Note, the present value will be calculated using the Adjusted Comparable Yield plus 
1.225%.  
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Subordinated Note 
or certain restrictive covenants, Defaults and Event of Default with respect to this Subordinated Note, in each 
case, upon compliance by the Company with certain conditions set forth therein.  
If an Event of Default occurs, this Subordinated Note will automatically become due and payable without any 
further action required on the part of the Holders or the Trustee.  
Any amounts to be paid by the Company on this Subordinated Note will be paid without deduction or 
withholding for, or on account of, any and all Taxes now or hereafter imposed, levied, collected, withheld or 
assessed by or on behalf of any Taxing Jurisdiction, unless such deduction or withholding is required by law. If 
any such Taxes shall at any time be required by a Taxing Jurisdiction to be deducted or withheld, the Company 
will pay such Additional Amounts as may be necessary in order that the net amounts paid to the Holders of this 
Subordinated Note, after such deduction or withholding, shall equal the respective amounts of principal and 
interest, if any, which would have been payable in respect of this Subordinated Note had no such deduction or 
withholding been required; provided that the payment of such Additional Amounts is legal under French law (or 
under the laws of the applicable Taxing Jurisdiction). However, the Company will not be required to make any 
payment of Additional Amounts to any Holder for or on account of:  
(i) any withholding, deduction, tax, assessment or other governmental charge which would not have been 
imposed but for the existence of any present or former connection between such Holder (or between a fiduciary, 
settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an 
estate, trust, partnership or corporation) and the applicable Taxing Jurisdiction, including, without limitation, such 
Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen 
or resident thereof or treated as a resident thereof or being or having been present or engaged in trade or 
business therein or having or having had a permanent establishment therein;  
(ii) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental 
charge or any  
55  
withholding or deduction on account of such tax, assessment or other governmental charge;  
(iii) any tax, assessment or other governmental charge which is payable other than by withholding from payments 
of (or in respect of) principal of, or any interest on, this Subordinated Note;  
(iv) any tax, assessment or other governmental charge required to be withheld or deducted by any paying agent 
from any payment of principal of or any interest on, this Subordinated Note, if such payment can be made 
without such withholding by any other available paying agent at the Holder's option;  
(v) any withholding, tax, assessment, deduction or other governmental charge imposed or withheld by reason of 
the failure by the Holder to comply with a request by the Company to such Holder to provide information or 
satisfy other applicable certification or reporting requirements concerning the nationality, residence, tax reporting 
or identity of the Holder, make a declaration of nonresidence or other similar claim for exemption or present any 
applicable form or certificate from the Holder or an applicable tax authority with respect to such matters, upon 
the making or presentation of which that Holder would have been able to avoid such withholding, tax, 
assessment, reduction or charge;  
(vi) any withholding, deduction, tax, assessment or other governmental charge which would not have been 
imposed but for the presentation of this Subordinated Note (where presentation is required) for payment on a 
date more than 30 days after the date on which such payment became due and payable or the date on which 
payment thereof was duly provided for, whichever occurred later;  

withholding or deduction on account of such tax, assessment or other governmental charge;  
(iii) any tax, assessment or other governmental charge which is payable other than by withholding from payments 
of (or in respect of) principal of, or any interest on, this Subordinated Note;  
(iv) any tax, assessment or other governmental charge required to be withheld or deducted by any paying agent 
from any payment of principal of or any interest on, this Subordinated Note, if such payment can be made 
without such withholding by any other available paying agent at the Holder's option;  
(v) any withholding, tax, assessment, deduction or other governmental charge imposed or withheld by reason of 
the failure by the Holder to comply with a request by the Company to such Holder to provide information or 
satisfy other applicable certification or reporting requirements concerning the nationality, residence, tax reporting 
or identity of the Holder, make a declaration of nonresidence or other similar claim for exemption or present any 
applicable form or certificate from the Holder or an applicable tax authority with respect to such matters, upon 
the making or presentation of which that Holder would have been able to avoid such withholding, tax, 
assessment, reduction or charge;  
(vi) any withholding, deduction, tax, assessment or other governmental charge which would not have been 
imposed but for the presentation of this Subordinated Note (where presentation is required) for payment on a 
date more than 30 days after the date on which such payment became due and payable or the date on which 
payment thereof was duly provided for, whichever occurred later;  
(vii) any tax, assessment or other governmental charge which would not have been imposed or withheld if such 
Holder had not presented this Subordinated Note for payment in the applicable Taxing Jurisdiction, unless the 
Holder was required to present this Subordinated Note for payment in the applicable Taxing Jurisdiction and it 
could not have been presented for payment anywhere else;  
(viii) any tax, assessment or other governmental charge which would not have been imposed but for such 
Holder's status as an individual resident of a member state of the European Union; or  
(ix) any combination of items (i) through (viii) above.  
56  
Additional Amounts shall not be paid with respect to any payment of the principal of, or any interest on this 
Subordinated Note to any Holder who is a fiduciary or a partnership or a beneficial owner who is other than the 
sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a 
member of such partnership or a beneficial owner would not have been entitled to such Additional Amounts had 
it been the Holder of this Subordinated Note.  
On any Optional Interest Payment Date for this Subordinated Note the Company will be entitled, by giving 
written notice to the Trustee in accordance with Sections 1.05 and 1.06, respectively, of the Base Indenture prior 
to the Regular Record Date for such Optional Interest Payment Date (a "DEFERRAL NOTICE"), to defer the 
due date for payment of any interest in respect of this Subordinated Note and, accordingly, on the giving of such 
Deferral Notice the due date (the "DEFERRED PAYMENT DATE") for payment of interest (the "DEFERRED 
PAYMENT") shall be so deferred and the Company shall not be obliged to make payment thereof on the date 
such payment would otherwise have become due and payable and such deferral of interest shall not constitute a 
Default by the Company or a breach of any of its obligations under the Indenture. The Company may defer the 
payment of interest for any period (the "DEFERRAL PERIOD"), PROVIDED THAT such Deferral Period may 
not extend beyond the Stated Maturity of this Subordinated Note or any other date on which this Subordinated 
Note is to be paid in full.  
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification 
of the rights and obligations of the Company and the rights of the Holders of this Subordinated Note at any time 
by the Company, and the Trustee with the consent of the Holders of a majority in principal amount of the 
Subordinated Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of 
specified percentages in principal amount of the Subordinated Notes at the time Outstanding, on behalf of all 
Holders of all Subordinated Notes, to waive compliance by the Company with certain provisions of the Indenture 

Additional Amounts shall not be paid with respect to any payment of the principal of, or any interest on this 
Subordinated Note to any Holder who is a fiduciary or a partnership or a beneficial owner who is other than the 
sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a 
member of such partnership or a beneficial owner would not have been entitled to such Additional Amounts had 
it been the Holder of this Subordinated Note.  
On any Optional Interest Payment Date for this Subordinated Note the Company will be entitled, by giving 
written notice to the Trustee in accordance with Sections 1.05 and 1.06, respectively, of the Base Indenture prior 
to the Regular Record Date for such Optional Interest Payment Date (a "DEFERRAL NOTICE"), to defer the 
due date for payment of any interest in respect of this Subordinated Note and, accordingly, on the giving of such 
Deferral Notice the due date (the "DEFERRED PAYMENT DATE") for payment of interest (the "DEFERRED 
PAYMENT") shall be so deferred and the Company shall not be obliged to make payment thereof on the date 
such payment would otherwise have become due and payable and such deferral of interest shall not constitute a 
Default by the Company or a breach of any of its obligations under the Indenture. The Company may defer the 
payment of interest for any period (the "DEFERRAL PERIOD"), PROVIDED THAT such Deferral Period may 
not extend beyond the Stated Maturity of this Subordinated Note or any other date on which this Subordinated 
Note is to be paid in full.  
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification 
of the rights and obligations of the Company and the rights of the Holders of this Subordinated Note at any time 
by the Company, and the Trustee with the consent of the Holders of a majority in principal amount of the 
Subordinated Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of 
specified percentages in principal amount of the Subordinated Notes at the time Outstanding, on behalf of all 
Holders of all Subordinated Notes, to waive compliance by the Company with certain provisions of the Indenture 
and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder 
of this Subordinated Note shall be conclusive and binding upon such Holder and upon all future holders of this 
Subordinated Note and of any Subordinated Note issued upon the registration of transfer hereof or in exchange 
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Subordinated Note.  
As set forth in, and subject to, the provisions of the Indenture, no Holder of this Subordinated Note will have any 
right to institute any proceeding with respect to the Indenture, this Subordinated Note or for any remedy 
thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of 
Default with respect to this Subordinated Note, the Holders of not less than 25% in aggregate principal amount of 
the Outstanding Subordinated  
57  
Notes shall have made written request, and offered reasonable indemnity, to the Trustee to institute such 
proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal of the 
Outstanding Subordinated Notes a direction inconsistent with such request and shall have failed to institute such 
proceeding within 60 days; PROVIDED, HOWEVER, that such limitations do not apply to a suit instituted by 
the Holder hereof for the enforcement of payment of the principal (and premium, if any) or interest on this 
Subordinated Note on or after the respective due dates expressed herein.  
For a description of the duties and the immunities and rights of the Trustee under the Indenture, reference is made 
to the Indenture, and the obligations of the Trustee to the Holder hereof are subject to such immunities and rights.  
Notwithstanding any provision of this Subordinated Note or of the Indenture, the Holder of this Subordinated 
Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and any 
premium and, subject as provided herein, interest on this Subordinated Note at the times, place and rate, and in 
the coin or currency, herein prescribed or as provided in the Indenture.  
The Subordinated Notes are issuable only in registered global form without Coupons in denominations of 
[POUND]1,000 and any integral multiple thereof. Except as provided in the Indenture and subject to certain 
limitations therein set forth, this Subordinated Note will not be exchangeable for definitive registered 
Subordinated Notes of this series. As provided in the Indenture and subject to certain limitations therein set forth, 
if definitive Subordinated Notes are issued in accordance with the terms of the Indenture, the transfer of such 
Subordinated Note will be registrable in the Debt Security Register, upon surrender of the Subordinated Note for 

Notes shall have made written request, and offered reasonable indemnity, to the Trustee to institute such 
proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal of the 
Outstanding Subordinated Notes a direction inconsistent with such request and shall have failed to institute such 
proceeding within 60 days; PROVIDED, HOWEVER, that such limitations do not apply to a suit instituted by 
the Holder hereof for the enforcement of payment of the principal (and premium, if any) or interest on this 
Subordinated Note on or after the respective due dates expressed herein.  
For a description of the duties and the immunities and rights of the Trustee under the Indenture, reference is made 
to the Indenture, and the obligations of the Trustee to the Holder hereof are subject to such immunities and rights.  
Notwithstanding any provision of this Subordinated Note or of the Indenture, the Holder of this Subordinated 
Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and any 
premium and, subject as provided herein, interest on this Subordinated Note at the times, place and rate, and in 
the coin or currency, herein prescribed or as provided in the Indenture.  
The Subordinated Notes are issuable only in registered global form without Coupons in denominations of 
[POUND]1,000 and any integral multiple thereof. Except as provided in the Indenture and subject to certain 
limitations therein set forth, this Subordinated Note will not be exchangeable for definitive registered 
Subordinated Notes of this series. As provided in the Indenture and subject to certain limitations therein set forth, 
if definitive Subordinated Notes are issued in accordance with the terms of the Indenture, the transfer of such 
Subordinated Note will be registrable in the Debt Security Register, upon surrender of the Subordinated Note for 
registration of transfer at the office or agency of the Company in any place where the principal of and any 
premium and interest on the Subordinated Note are payable, duly endorsed by, or accompanied by a written 
instrument of transfer in form satisfactory to the Company and the Debt Security Registrar duly executed by, the 
Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Subordinated Notes of 
like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the 
designated transferee or transferees.  
No service charge shall be made for any such registration of transfer or exchange, but the Company may require 
from the Holder hereof payment of a sum sufficient to cover any tax or other governmental charge payable in 
connection therewith.  
Prior to due presentment of a Subordinated Note for registration of transfer, the Company, the Trustee and any 
agent of the Company or the Trustee may treat the Person in whose name the Subordinated Note is registered as 
the  
58  
sole owner hereof for all purposes, whether or not the Subordinated Note be overdue, and none of the 
Company, the Trustee nor any such agent shall be affected by notice to the contrary.  
THE INDENTURE AND THE SUBORDINATED NOTES SHALL BE GOVERNED BY AND 
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED 
TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT 
REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS, EXCEPT FOR SECTION 12.01 OF THE 
BASE INDENTURE AND ARTICLE 7 OF THE SUPPLEMENTAL INDENTURE, WHICH SHALL BE 
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE REPUBLIC OF 
FRANCE.  
All terms used in this Subordinated Note which are defined in the Indenture shall have the meanings assigned to 
them in the Indenture.  
59  
EXHIBIT A-3  
[FORM OF EURO SUBORDINATED NOTES]  

sole owner hereof for all purposes, whether or not the Subordinated Note be overdue, and none of the 
Company, the Trustee nor any such agent shall be affected by notice to the contrary.  
THE INDENTURE AND THE SUBORDINATED NOTES SHALL BE GOVERNED BY AND 
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED 
TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT 
REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS, EXCEPT FOR SECTION 12.01 OF THE 
BASE INDENTURE AND ARTICLE 7 OF THE SUPPLEMENTAL INDENTURE, WHICH SHALL BE 
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE REPUBLIC OF 
FRANCE.  
All terms used in this Subordinated Note which are defined in the Indenture shall have the meanings assigned to 
them in the Indenture.  
59  
EXHIBIT A-3  
[FORM OF EURO SUBORDINATED NOTES]  
THIS SUBORDINATED NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE 
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A 
DEPOSITARY OR A NOMINEE THEREOF. THIS SUBORDINATED NOTE MAY NOT BE 
EXCHANGED IN WHOLE OR IN  
PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SUBORDINATED NOTE IN  
WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN 
SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES 
DESCRIBED IN THE INDENTURE.  
The rights of the Holder of the Subordinated Notes are, to the extent and in the manner set forth in Section 12.01 
of the Base Indenture, subordinated to the claims of other Senior Creditors of the Company, and this 
Subordinated Note is issued subject to the provisions of Section 12.01, and the Holder of this Subordinated 
Note, by accepting the same, agrees to and shall be bound by such provisions. The terms of this paragraph are 
governed by, and shall be construed in accordance with, the laws of the Republic of France.  
AXA  
SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE SURVEILLANCE  
6.75% EURO SUBORDINATED NOTES  
DUE DECEMBER 15, 2020  
No. ISIN XS0122029548  
Common Code 012202954  
[EURO]  
AXA, a SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE SURVEILLANCE organized under the 
laws of France (herein called the "Company", which term includes any successor under the First Supplemental 
Indenture and Base Indenture, together the Indenture, hereinafter referred to), for value received, hereby 
promises to pay , or registered assigns, the principal sum of  
[EURO] on December 15, 2020 (unless otherwise redeemed in accordance herewith) and (except as otherwise 
provided for herein) to pay interest thereon from December 15, 2000 or from the most recent Interest Payment 
Date to which interest has been paid or duly provided for, annually in arrears on December 15 in each year 
commencing December 15, 2001, until December 15, 2010 at a fixed rate per annum equal to 6.75%. After 

EXHIBIT A-3  
[FORM OF EURO SUBORDINATED NOTES]  
THIS SUBORDINATED NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE 
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A 
DEPOSITARY OR A NOMINEE THEREOF. THIS SUBORDINATED NOTE MAY NOT BE 
EXCHANGED IN WHOLE OR IN  
PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SUBORDINATED NOTE IN  
WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN 
SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES 
DESCRIBED IN THE INDENTURE.  
The rights of the Holder of the Subordinated Notes are, to the extent and in the manner set forth in Section 12.01 
of the Base Indenture, subordinated to the claims of other Senior Creditors of the Company, and this 
Subordinated Note is issued subject to the provisions of Section 12.01, and the Holder of this Subordinated 
Note, by accepting the same, agrees to and shall be bound by such provisions. The terms of this paragraph are 
governed by, and shall be construed in accordance with, the laws of the Republic of France.  
AXA  
SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE SURVEILLANCE  
6.75% EURO SUBORDINATED NOTES  
DUE DECEMBER 15, 2020  
No. ISIN XS0122029548  
Common Code 012202954  
[EURO]  
AXA, a SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE SURVEILLANCE organized under the 
laws of France (herein called the "Company", which term includes any successor under the First Supplemental 
Indenture and Base Indenture, together the Indenture, hereinafter referred to), for value received, hereby 
promises to pay , or registered assigns, the principal sum of  
[EURO] on December 15, 2020 (unless otherwise redeemed in accordance herewith) and (except as otherwise 
provided for herein) to pay interest thereon from December 15, 2000 or from the most recent Interest Payment 
Date to which interest has been paid or duly provided for, annually in arrears on December 15 in each year 
commencing December 15, 2001, until December 15, 2010 at a fixed rate per annum equal to 6.75%. After 
December 15, 2010, the Company hereby promises to pay interest quarterly in arrears on March 15, June 15, 
September 15 and December 15 of each year, at a floating rate equal to the Euro Reference Rate plus a margin 
of 2.20%, calculated  
60  
on the relevant Interest Determination Date, until the principal hereof is paid or made available for payment.  
The Euro Reference Rate will be determined by the Calculation Agent as at or about 11:00 a.m. (Brussels time) 
on the Interest Determination Date in question, as follows:  
(i) The Euro Reference Rate will be the offered rate, expressed as an annual rate, for three (3) month Euro 
deposits commencing on the first date of the relevant interest period, which appears, for information purposes 
only, at or about 11:00 a.m. (Brussels time) on the display designated as page "248" on Bridge/Telerate (or such 
other page or service as may replace it for the purpose of displaying the European interbank offered rate).  

on the relevant Interest Determination Date, until the principal hereof is paid or made available for payment.  
The Euro Reference Rate will be determined by the Calculation Agent as at or about 11:00 a.m. (Brussels time) 
on the Interest Determination Date in question, as follows:  
(i) The Euro Reference Rate will be the offered rate, expressed as an annual rate, for three (3) month Euro 
deposits commencing on the first date of the relevant interest period, which appears, for information purposes 
only, at or about 11:00 a.m. (Brussels time) on the display designated as page "248" on Bridge/Telerate (or such 
other page or service as may replace it for the purpose of displaying the European interbank offered rate).  
(ii) If the Euro Reference Rate cannot be ascertained as described in subparagraph (i) above, the Calculation 
Agent will request each of the Euro Reference Banks to provide the Calculation Agent with its offered quotation 
to prime banks in the Euro-zone interbank market for Euro deposits for a period of three (3) months commencing 
on the first day of the relevant Floating Interest Period, at or about 11:00  
a.m. (Brussels time) on the Interest Determination Date. The Euro Reference Rate will be the arithmetic mean 
(rounded upwards if necessary to the nearest fifth decimal place with 0.000005 being rounded upwards) of the 
offered quotations as established by the Calculation Agent.  
(iii) If on any Interest Determination Date the Euro Reference Rate is being calculated in accordance with 
subparagraph (ii) above, and only two (2) or three (3) of the Euro Reference Banks provided offered quotations, 
the Euro Reference Rate shall be calculated in accordance with the provisions of subparagraph (ii) above, based 
on the offered quotations of those Euro Reference Banks providing offered quotations.  
(iv) If on any Interest Determination Date the Euro Reference Rate is being calculated in accordance with 
subparagraph (ii) above, and less than two (2) Euro Reference Banks provide offered quotations, the Euro 
Reference Rate shall be the annual rate which the Calculation Agent determines to be the sum of the margin and 
the arithmetic mean (rounded upwards if necessary to the nearest fifth decimal place with 0.000005 being 
rounded upwards) of the Euro lending rates quoted by major banks in the Euro-zone (selected by the Calculation 
Agent with the prior written consent of the Company and being at least two (2) in number) at or about 11:00 a.m. 
(Brussels time) on the Interest Determination Date in question for loans in Euro to leading European banks for a 
period of three (3)  
61  
months commencing on the first day of the relevant Floating Interest Period, except that if the banks so selected 
by the Calculation Agent are not quoting on such Interest Determination Date, the Interest Rate for the relevant 
Floating Interest Period shall be the Interest Rate in effect for the last preceding Floating Interest Period to which 
subparagraphs (i), (ii) or (iii) shall have applied.  
For purposes of this paragraph the following terms have the following meanings:  
"EURO BUSINESS DAY" means any day (other than a Saturday or a Sunday) on which the Trans-European 
Automated Real-Time Gross Settlement Express Transfer System or any successor system thereto is operating.  
"EURO REFERENCE BANKS" means the principal Euro-zone office of four major banks in the Euro-zone 
interbank market selected by the Calculation Agent with the prior written consent of the Company.  
Interest Payment Dates after December 15, 2010 with respect to the Euro Notes are called "FLOATING 
INTEREST PAYMENT DATES". The period from and including December 15, 2010 to, but excluding, the 
following Interest Payment Date with respect to the Euro Notes and each successive period from, and including, 
a Floating Interest Payment Date to, but excluding, the next succeeding Floating Interest Payment Date with 
respect to such series is called a "FLOATING INTEREST PERIOD".  
"INTEREST DETERMINATION DATE" means the second Euro Business Day before the commencement of 
the Floating Interest Period for which the rate will apply.  
Subject to the second immediately following paragraph, if applicable, interest on this Subordinated Note which is 
payable, and is punctually paid or duly provided for, on any Interest Payment Date, on any Optional Interest 

months commencing on the first day of the relevant Floating Interest Period, except that if the banks so selected 
by the Calculation Agent are not quoting on such Interest Determination Date, the Interest Rate for the relevant 
Floating Interest Period shall be the Interest Rate in effect for the last preceding Floating Interest Period to which 
subparagraphs (i), (ii) or (iii) shall have applied.  
For purposes of this paragraph the following terms have the following meanings:  
"EURO BUSINESS DAY" means any day (other than a Saturday or a Sunday) on which the Trans-European 
Automated Real-Time Gross Settlement Express Transfer System or any successor system thereto is operating.  
"EURO REFERENCE BANKS" means the principal Euro-zone office of four major banks in the Euro-zone 
interbank market selected by the Calculation Agent with the prior written consent of the Company.  
Interest Payment Dates after December 15, 2010 with respect to the Euro Notes are called "FLOATING 
INTEREST PAYMENT DATES". The period from and including December 15, 2010 to, but excluding, the 
following Interest Payment Date with respect to the Euro Notes and each successive period from, and including, 
a Floating Interest Payment Date to, but excluding, the next succeeding Floating Interest Payment Date with 
respect to such series is called a "FLOATING INTEREST PERIOD".  
"INTEREST DETERMINATION DATE" means the second Euro Business Day before the commencement of 
the Floating Interest Period for which the rate will apply.  
Subject to the second immediately following paragraph, if applicable, interest on this Subordinated Note which is 
payable, and is punctually paid or duly provided for, on any Interest Payment Date, on any Optional Interest 
Payment Date where the Company has not delivered a Deferral Notice, or on any date on which the Company 
pays any accrued Arrears of Interest and Additional Interest as provided below shall be paid, in the case of 
registered Subordinated Notes, to the Person in whose name this Subordinated Note (or one or more 
Predecessor Securities) is registered at the close of business on the Regular Record Date or Deferred Record 
Date, as the case may be, for such interest, including through a Paying Agent by wire-transfer of same-day funds 
to the Holder or, at the option of the Company, by check mailed to the address of the Holder as it appears in the 
Debt Security Register. Until December 15, 2010, the Regular Record Date for purposes of this Subordinated 
Note will be the December 1 preceding each December 15 in each year on which interest is due and payable. 
After December  
62  
15, 2010, Regular Record Dates for purposes of this Subordinated Note will be the March 1, June 1, September 
1 and December 1 preceding each March 15, June 15, September 15 and December 15 in each year on which 
interest is due and payable.  
Subject to the immediately following paragraph, any such interest not so punctually paid or duly provided for will 
forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person 
in whose name this Subordinated Note is registered at the close of business on a Special Record Date for the 
payment of such Defaulted Interest to be fixed by the Trustee pursuant to Section 3.07(b)(i) of the Base 
Indenture, notice whereof shall be given to Holders of the Subordinated Notes not less than 10 days prior to such 
Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of 
any securities exchange on which this Subordinated Note may be listed, and upon such notice as may be required 
by such exchange, all as more fully provided in said Indenture.  
The Company may under certain circumstances and in accordance with the Indenture, defer the due date for 
payments of interest on this Subordinated Note on any Optional Interest Payment Date. Any interest on this 
Subordinated Note which is payable, but is not punctually paid or duly provided for, on any Optional Interest 
Payment Date shall constitute "ARREARS OF INTEREST". Arrears of Interest (together with the corresponding 
amount of Additional Interest) on this Subordinated Note will, as provided in the Indenture, be paid to the Person 
in whose name this Subordinated Note (or one or more Predecessor Securities) is registered at the close of 
business on the record date established by the Company for such purpose (the "DEFERRED RECORD 
DATE"). Arrears of Interest (together with the corresponding amount of Additional Interest) may at the option of 
the Company be paid by the Company in whole or in part at any time and will be paid in full on any Mandatory 

15, 2010, Regular Record Dates for purposes of this Subordinated Note will be the March 1, June 1, September 
1 and December 1 preceding each March 15, June 15, September 15 and December 15 in each year on which 
interest is due and payable.  
Subject to the immediately following paragraph, any such interest not so punctually paid or duly provided for will 
forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person 
in whose name this Subordinated Note is registered at the close of business on a Special Record Date for the 
payment of such Defaulted Interest to be fixed by the Trustee pursuant to Section 3.07(b)(i) of the Base 
Indenture, notice whereof shall be given to Holders of the Subordinated Notes not less than 10 days prior to such 
Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of 
any securities exchange on which this Subordinated Note may be listed, and upon such notice as may be required 
by such exchange, all as more fully provided in said Indenture.  
The Company may under certain circumstances and in accordance with the Indenture, defer the due date for 
payments of interest on this Subordinated Note on any Optional Interest Payment Date. Any interest on this 
Subordinated Note which is payable, but is not punctually paid or duly provided for, on any Optional Interest 
Payment Date shall constitute "ARREARS OF INTEREST". Arrears of Interest (together with the corresponding 
amount of Additional Interest) on this Subordinated Note will, as provided in the Indenture, be paid to the Person 
in whose name this Subordinated Note (or one or more Predecessor Securities) is registered at the close of 
business on the record date established by the Company for such purpose (the "DEFERRED RECORD 
DATE"). Arrears of Interest (together with the corresponding amount of Additional Interest) may at the option of 
the Company be paid by the Company in whole or in part at any time and will be paid in full on any Mandatory 
Interest Payment Date, any date fixed for optional or mandatory redemption of this Subordinated Note or any 
date upon which a final judgment is made for the judicial liquidation (LIQUIDATION JUDICIAIRE) of the 
Company or the date of the voluntary liquidation (LIQUIDATION AMIABLE) of the Company or of the sale of 
the whole of the business (CESSION TOTALE DE L'ENTREPRISE) of the Company following an order of 
judicial reorganization (REDRESSEMENT JUDICIAIRE).  
Any amount of Arrears of Interest shall bear interest (to the extent permitted by applicable law) as if it constituted 
the principal of this Subordinated Note at a rate which corresponds to the Interest Rate then applicable to this 
Subordinated Note. The amount of interest so accrued (the "ADDITIONAL INTEREST") in respect of Arrears 
of Interest will become due and payable as and when the Arrears of Interest become due and payable in 
accordance herewith. The amount of Additional Interest shall be calculated by the Calculation Agent (in  
63  
consultation with the Company) who will apply such interest rate to the amount of Arrears of Interest in 
accordance with the provisions of the Indenture. The amount of Additional Interest accrued as at an Interest 
Payment Date shall be added, for purposes only of the calculation of the amount of Additional Interest due after 
such Interest Payment Date, to the corresponding amount of Arrears of Interest unpaid as at such Interest 
Payment Date as if such amount would constitute itself Arrears of Interest.  
In accordance with the Indenture, (i) the Company will pay all unpaid amounts of Arrears of Interest on this 
Subordinated Note before any Additional Interest; (ii) Arrears of Interest accrued for any Interest Period shall 
not be payable until full payment has been made of all Arrears of Interest on this Subordinated Note that have 
accrued during any earlier Interest Period and the order of payment of Additional Interest on this Subordinated 
Note will follow that of the Arrears of Interest to which it relates; and (iii) the amount of Arrears of Interest or 
Additional Interest payable in respect of this Subordinated Note with respect to any Interest Period, shall be 
computed PRO RATA to the total amount of all unpaid Arrears of Interest or, as the case may be, amount of 
Additional Interest accrued on this Subordinated Note in respect of that Interest Period to the date of payment.  
The Company shall pay Additional Amounts as provided herein and in  
Section 6.04 of the Supplemental Indenture.  
Reference is hereby made to the further provisions of this Subordinated Note set forth on the reverse hereof, 
which further provisions shall for all purposes have the same effect as if set forth at this place.  
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, 

consultation with the Company) who will apply such interest rate to the amount of Arrears of Interest in 
accordance with the provisions of the Indenture. The amount of Additional Interest accrued as at an Interest 
Payment Date shall be added, for purposes only of the calculation of the amount of Additional Interest due after 
such Interest Payment Date, to the corresponding amount of Arrears of Interest unpaid as at such Interest 
Payment Date as if such amount would constitute itself Arrears of Interest.  
In accordance with the Indenture, (i) the Company will pay all unpaid amounts of Arrears of Interest on this 
Subordinated Note before any Additional Interest; (ii) Arrears of Interest accrued for any Interest Period shall 
not be payable until full payment has been made of all Arrears of Interest on this Subordinated Note that have 
accrued during any earlier Interest Period and the order of payment of Additional Interest on this Subordinated 
Note will follow that of the Arrears of Interest to which it relates; and (iii) the amount of Arrears of Interest or 
Additional Interest payable in respect of this Subordinated Note with respect to any Interest Period, shall be 
computed PRO RATA to the total amount of all unpaid Arrears of Interest or, as the case may be, amount of 
Additional Interest accrued on this Subordinated Note in respect of that Interest Period to the date of payment.  
The Company shall pay Additional Amounts as provided herein and in  
Section 6.04 of the Supplemental Indenture.  
Reference is hereby made to the further provisions of this Subordinated Note set forth on the reverse hereof, 
which further provisions shall for all purposes have the same effect as if set forth at this place.  
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, 
directly or through an Authenticating Agent, by manual signature of an authorized signatory, this Subordinated 
Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.  
64  
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed manually or in 
facsimile.  
Dated:  
AXA  
By:  
 
Name:  
 
Title: Director  
CERTIFICATE OF AUTHENTICATION  
This is one of the Subordinated Notes of the series designated therein referred to in the within-mentioned 
Indenture.  
Dated:  
THE BANK OF NEW YORK  
AS TRUSTEE  
By:  
Authorized Signatory  
 
65  
[FORM OF REVERSE OF SUBORDINATED NOTE]  

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed manually or in 
facsimile.  
Dated:  
AXA  
By:  
 
Name:  
 
Title: Director  
CERTIFICATE OF AUTHENTICATION  
This is one of the Subordinated Notes of the series designated therein referred to in the within-mentioned 
Indenture.  
Dated:  
THE BANK OF NEW YORK  
AS TRUSTEE  
By:  
Authorized Signatory  
 
65  
[FORM OF REVERSE OF SUBORDINATED NOTE]  
This Euro Note is one of a duly authorized issue of securities of the Company (herein called the "Subordinated 
Notes"), issued and to be issued in one or more series under an Indenture, dated as of December 15, 2000 (the 
"Base Indenture"), and a First Supplemental Indenture, dated as of December 15, 2000 (the "First Supplemental 
Indenture" and together with the Base Indenture, the "Indenture") among the Company and The Bank of New 
York, as Trustee (herein called the "Trustee", which term includes any other successor trustee under the 
Indenture), and reference is hereby made to the Indenture for a statement of the terms of the Subordinated Notes 
and the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and 
the Holders of the Subordinated Notes and of the terms upon which the Subordinated Notes are, and are to be, 
authenticated and delivered. The Subordinated Notes are subject to all such terms. This Subordinated Note is 
one of the series designated on the face hereof, initially limited in aggregate principal amount to [EURO]
650,000,000.  
The Company may from time to time, without the consent of the Holders, create and issue further securities 
having the same terms and conditions as the Subordinated Notes in all respects (or in all respects except for the 
issue date, the first payment of interest thereon and/or issue price), so that such further issue shall be consolidated 
and form a single series with the outstanding Subordinated Notes or upon such terms as the Company may 
determine at the time of their issue.  
On any Interest Payment Date on and after December 15, 2010, this Subordinated Note may be redeemed in 
whole or in part, at the option of the Company and without the consent of the Holders thereof or the Trustee, 
upon giving not less than 30 nor more than 60 days' notice to the Holders thereof at a redemption price equal to 
100% of the aggregate principal amount thereof together with any accrued interest to, but excluding, the date 
fixed for redemption. In the event of redemption of this Subordinated Note in part only,  
(a) the Trustee shall select the Subordinated Notes to be redeemed on a pro-rata basis, by lot or by such other 
method as it deems fair and appropriate and (b) a new Subordinated Note or Subordinated Notes of like tenor 
for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.  

[FORM OF REVERSE OF SUBORDINATED NOTE]  
This Euro Note is one of a duly authorized issue of securities of the Company (herein called the "Subordinated 
Notes"), issued and to be issued in one or more series under an Indenture, dated as of December 15, 2000 (the 
"Base Indenture"), and a First Supplemental Indenture, dated as of December 15, 2000 (the "First Supplemental 
Indenture" and together with the Base Indenture, the "Indenture") among the Company and The Bank of New 
York, as Trustee (herein called the "Trustee", which term includes any other successor trustee under the 
Indenture), and reference is hereby made to the Indenture for a statement of the terms of the Subordinated Notes 
and the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and 
the Holders of the Subordinated Notes and of the terms upon which the Subordinated Notes are, and are to be, 
authenticated and delivered. The Subordinated Notes are subject to all such terms. This Subordinated Note is 
one of the series designated on the face hereof, initially limited in aggregate principal amount to [EURO]
650,000,000.  
The Company may from time to time, without the consent of the Holders, create and issue further securities 
having the same terms and conditions as the Subordinated Notes in all respects (or in all respects except for the 
issue date, the first payment of interest thereon and/or issue price), so that such further issue shall be consolidated 
and form a single series with the outstanding Subordinated Notes or upon such terms as the Company may 
determine at the time of their issue.  
On any Interest Payment Date on and after December 15, 2010, this Subordinated Note may be redeemed in 
whole or in part, at the option of the Company and without the consent of the Holders thereof or the Trustee, 
upon giving not less than 30 nor more than 60 days' notice to the Holders thereof at a redemption price equal to 
100% of the aggregate principal amount thereof together with any accrued interest to, but excluding, the date 
fixed for redemption. In the event of redemption of this Subordinated Note in part only,  
(a) the Trustee shall select the Subordinated Notes to be redeemed on a pro-rata basis, by lot or by such other 
method as it deems fair and appropriate and (b) a new Subordinated Note or Subordinated Notes of like tenor 
for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.  
This Subordinated Note will be redeemable as a whole at the option of the Company upon not less than 30 nor 
more than 60 days' notice, on any date, at a redemption price equal to 100% of the principal amount of this 
Subordinated Note together with any accrued but unpaid interest in respect of this Subordinated Note to, but 
excluding, the date fixed for redemption, if at any time:  
(i) the Company shall determine that as a result of a change in or amendment to the laws or regulations or rulings 
of a Taxing  
66  
Jurisdiction, including any treaty to which it is a party, or a change in an official application or interpretation of 
those laws or regulations or rulings, including a decision of any court or tribunal, which becomes effective on or 
after December 12, 2000 (or, in the case of any Successor Person or Successor Entity, becomes effective on or 
after the date of that entity's assumption of the Company's obligations or the assumption of the Successor Entity's 
obligations in the case of a merger, conveyance, transfer or lease in accordance with the Section 8.01 of the Base 
Indenture), in making any payments of principal of or interest on such Subordinated Notes the Company has paid 
or will or would on the next Interest Payment Date be required to pay Additional Amounts and notwithstanding 
whether the payment of Additional Amounts is legal or not under French law (or the law of a Successor Entity or 
Successor Person jurisdiction), or  
(ii) on the next Interest Payment Date the Company would not be entitled to claim a deduction in respect of the 
payments of interest on any particular series of Subordinated Notes in computing its French (or, in the case of a 
Successor Person or Successor Entity, the relevant successor jurisdiction) taxation liabilities;  
PROVIDED, HOWEVER, in the case of a Successor Entity or any Successor Person to a Successor Entity, 
such redemption will only be permitted pursuant to clause  
(ii) above if such Successor Entity or Successor Person would not be entitled to claim a deduction in respect of 
such interest payments as a result of a change in or amendment to the laws or regulations or rulings in the 
Successor Entity or Successor Person's Taxing Jurisdiction, including any treaty to which it is a party, or a change 

Jurisdiction, including any treaty to which it is a party, or a change in an official application or interpretation of 
those laws or regulations or rulings, including a decision of any court or tribunal, which becomes effective on or 
after December 12, 2000 (or, in the case of any Successor Person or Successor Entity, becomes effective on or 
after the date of that entity's assumption of the Company's obligations or the assumption of the Successor Entity's 
obligations in the case of a merger, conveyance, transfer or lease in accordance with the Section 8.01 of the Base 
Indenture), in making any payments of principal of or interest on such Subordinated Notes the Company has paid 
or will or would on the next Interest Payment Date be required to pay Additional Amounts and notwithstanding 
whether the payment of Additional Amounts is legal or not under French law (or the law of a Successor Entity or 
Successor Person jurisdiction), or  
(ii) on the next Interest Payment Date the Company would not be entitled to claim a deduction in respect of the 
payments of interest on any particular series of Subordinated Notes in computing its French (or, in the case of a 
Successor Person or Successor Entity, the relevant successor jurisdiction) taxation liabilities;  
PROVIDED, HOWEVER, in the case of a Successor Entity or any Successor Person to a Successor Entity, 
such redemption will only be permitted pursuant to clause  
(ii) above if such Successor Entity or Successor Person would not be entitled to claim a deduction in respect of 
such interest payments as a result of a change in or amendment to the laws or regulations or rulings in the 
Successor Entity or Successor Person's Taxing Jurisdiction, including any treaty to which it is a party, or a change 
in an official application or interpretation of those laws or regulations or rulings, including a decision of any court 
or tribunal, which becomes effective on or after the date the Successor Entity assumes the Company's 
obligations, or the Successor Person assumes the Successor Entity's obligations; provided that the sole purpose 
of the assumption by such Successor Entity or any Successor Person to a Successor Entity of the obligations 
under the Indenture would not be to permit redemption of this Subordinated Note.  
The Company will not give a notice of redemption earlier than 60 days prior to the earliest date on which the 
Company would be obligated to pay Additional Amounts under Section 6.04 of the Supplemental Indenture. The 
Company will also pay to each Holder, or make available for payment to each Holder, of this Subordinated Note 
on the redemption date, any Additional Amounts resulting from the payment of the redemption price described 
above.  
Notwithstanding the above, any Successor Person to the Company will have the option to redeem this 
Subordinated Note where the Company, or the  
67  
Successor Person to the Company pursuant to a transaction in accordance with  
Section 8.01 of the Base Indenture, is required to pay Additional Amounts upon or after any merger, 
conveyance, transfer or lease pursuant to Section 8.01 of the Base Indenture. The Company or the Successor 
Person is not required to use reasonable measures to avoid the obligation to pay Additional Amounts in this 
situation. The provisions of this paragraph do not apply to a merger, conveyance, transfer or lease by a 
Successor Entity.  
In any case where the Company (or any Successor Entity or Successor Person) shall determine that as a result of 
any change in the official application or interpretation of any laws or regulations it is entitled to redeem this 
Subordinated Note, the Company, the Successor Entity or Successor Person, as the case may be, shall be 
required to deliver to the Trustee prior to the giving of any notice of redemption a written Opinion of Counsel in a 
form reasonably satisfactory to the Trustee confirming that the Company, the Successor Entity or Successor 
Person, as the case may be, is entitled to exercise its right of redemption.  
If at any time the Company determines that a Regulatory Event has occurred on or after December 12, 2000 (or, 
in the case of a Successor Entity or Successor Person, on or after the date it has assumed the Company's 
obligations) with respect to this Subordinated Note and has delivered a written Opinion of Counsel to the Trustee 
as required by the terms of the Indenture, this Subordinated Note will be redeemable as a whole at the option of 
the Company (or any Successor Entity or Successor Person) upon not less than 30 nor more than 60 days' 
notice on any Interest Payment Date by paying a redemption price equal to 100% of the aggregate principal 
amount of this Subordinated Note together with accrued but unpaid interest to (but excluding) the date fixed for 
such redemption.  

Successor Person to the Company pursuant to a transaction in accordance with  
Section 8.01 of the Base Indenture, is required to pay Additional Amounts upon or after any merger, 
conveyance, transfer or lease pursuant to Section 8.01 of the Base Indenture. The Company or the Successor 
Person is not required to use reasonable measures to avoid the obligation to pay Additional Amounts in this 
situation. The provisions of this paragraph do not apply to a merger, conveyance, transfer or lease by a 
Successor Entity.  
In any case where the Company (or any Successor Entity or Successor Person) shall determine that as a result of 
any change in the official application or interpretation of any laws or regulations it is entitled to redeem this 
Subordinated Note, the Company, the Successor Entity or Successor Person, as the case may be, shall be 
required to deliver to the Trustee prior to the giving of any notice of redemption a written Opinion of Counsel in a 
form reasonably satisfactory to the Trustee confirming that the Company, the Successor Entity or Successor 
Person, as the case may be, is entitled to exercise its right of redemption.  
If at any time the Company determines that a Regulatory Event has occurred on or after December 12, 2000 (or, 
in the case of a Successor Entity or Successor Person, on or after the date it has assumed the Company's 
obligations) with respect to this Subordinated Note and has delivered a written Opinion of Counsel to the Trustee 
as required by the terms of the Indenture, this Subordinated Note will be redeemable as a whole at the option of 
the Company (or any Successor Entity or Successor Person) upon not less than 30 nor more than 60 days' 
notice on any Interest Payment Date by paying a redemption price equal to 100% of the aggregate principal 
amount of this Subordinated Note together with accrued but unpaid interest to (but excluding) the date fixed for 
such redemption.  
If French law or regulation (or the law or regulation of the applicable Taxing Jurisdiction) prohibits the Company 
(or any Successor Person or Successor Entity) from paying Additional Amounts notwithstanding the undertaking 
to pay Additional Amounts pursuant to the terms of this Subordinated Note and the Indenture, then the Company 
(or any Successor Person or Successor Entity) shall (subject to any prior authorization of a Relevant Supervisory 
Authority) redeem all of the Subordinated Notes then Outstanding at 100% of their aggregate principal amount 
plus accrued but unpaid interest to, but excluding, the date fixed for such redemption upon giving not less than 
seven nor more than thirty days' notice to the Holders, provided that, to the extent practicable, the due date for 
redemption of which notice hereunder shall be given, shall be the latest possible date before the Company (or any 
Successor Entity or Successor Person) becomes obligated to pay Additional Amounts with respect to this 
Subordinated Note, or if such date is past, as soon as is practicable thereafter.  
68  
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Subordinated Note 
or certain restrictive covenants, Defaults and Event of Default with respect to this Subordinated Note, in each 
case, upon compliance by the Company with certain conditions set forth therein.  
If an Event of Default occurs, this Subordinated Note will automatically become due and payable without any 
further action required on the part of the Holders or the Trustee.  
Any amounts to be paid by the Company on this Subordinated Note will be paid without deduction or 
withholding for, or on account of, any and all Taxes now or hereafter imposed, levied, collected, withheld or 
assessed by or on behalf of any Taxing Jurisdiction, unless such deduction or withholding is required by law. If 
any such Taxes shall at any time be required by a Taxing Jurisdiction to be deducted or withheld, the Company 
will pay such Additional Amounts as may be necessary in order that the net amounts paid to the Holders of this 
Subordinated Note, after such deduction or withholding, shall equal the respective amounts of principal and 
interest, if any, which would have been payable in respect of this Subordinated Note had no such deduction or 
withholding been required; provided that the payment of such Additional Amounts is legal under French law (or 
under the laws of the applicable Taxing Jurisdiction). However, the Company will not be required to make any 
payment of Additional Amounts to any Holder for or on account of:  
(i) any withholding, deduction, tax, assessment or other governmental charge which would not have been 
imposed but for the existence of any present or former connection between such Holder (or between a fiduciary, 
settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an 
estate, trust, partnership or corporation) and the applicable Taxing Jurisdiction, including, without limitation, such 

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Subordinated Note 
or certain restrictive covenants, Defaults and Event of Default with respect to this Subordinated Note, in each 
case, upon compliance by the Company with certain conditions set forth therein.  
If an Event of Default occurs, this Subordinated Note will automatically become due and payable without any 
further action required on the part of the Holders or the Trustee.  
Any amounts to be paid by the Company on this Subordinated Note will be paid without deduction or 
withholding for, or on account of, any and all Taxes now or hereafter imposed, levied, collected, withheld or 
assessed by or on behalf of any Taxing Jurisdiction, unless such deduction or withholding is required by law. If 
any such Taxes shall at any time be required by a Taxing Jurisdiction to be deducted or withheld, the Company 
will pay such Additional Amounts as may be necessary in order that the net amounts paid to the Holders of this 
Subordinated Note, after such deduction or withholding, shall equal the respective amounts of principal and 
interest, if any, which would have been payable in respect of this Subordinated Note had no such deduction or 
withholding been required; provided that the payment of such Additional Amounts is legal under French law (or 
under the laws of the applicable Taxing Jurisdiction). However, the Company will not be required to make any 
payment of Additional Amounts to any Holder for or on account of:  
(i) any withholding, deduction, tax, assessment or other governmental charge which would not have been 
imposed but for the existence of any present or former connection between such Holder (or between a fiduciary, 
settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an 
estate, trust, partnership or corporation) and the applicable Taxing Jurisdiction, including, without limitation, such 
Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen 
or resident thereof or treated as a resident thereof or being or having been present or engaged in trade or 
business therein or having or having had a permanent establishment therein;  
(ii) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental 
charge or any withholding or deduction on account of such tax, assessment or other governmental charge;  
(iii) any tax, assessment or other governmental charge which is payable other than by withholding from payments 
of (or in respect of) principal of, or any interest on, this Subordinated Note;  
69  
(iv) any tax, assessment or other governmental charge required to be withheld or deducted by any paying agent 
from any payment of principal of, or any interest on, this Subordinated Note, if such payment can be made 
without such withholding by any other available paying agent at the Holder's option;  
(v) any withholding, tax, assessment, deduction or other governmental charge imposed or withheld by reason of 
the failure by the Holder to comply with a request by the Company to such Holder to provide information or 
satisfy other applicable certification or reporting requirements concerning the nationality, residence, tax reporting 
or identity of the Holder, make a declaration of nonresidence or other similar claim for exemption or present any 
applicable form or certificate from the Holder or an applicable tax authority with respect to such matters, upon 
the making or presentation of which that Holder would have been able to avoid such withholding, tax, 
assessment, reduction or charge;  
(vi) any withholding, deduction, tax, assessment or other governmental charge which would not have been 
imposed but for the presentation of this Subordinated Note (where presentation is required) for payment on a 
date more than 30 days after the date on which such payment became due and payable or the date on which 
payment thereof was duly provided for, whichever occurred later;  
(vii) any tax, assessment or other governmental charge which would not have been imposed or withheld if such 
Holder had not presented this Subordinated Note for payment in the applicable Taxing Jurisdiction, unless the 
Holder was required to present this Subordinated Note for payment in the applicable Taxing Jurisdiction and it 
could not have been presented for payment anywhere else;  
(viii) any tax, assessment or other governmental charge which would not have been imposed but for such 
Holder's status as an individual resident of a member state of the European Union; or  

(iv) any tax, assessment or other governmental charge required to be withheld or deducted by any paying agent 
from any payment of principal of, or any interest on, this Subordinated Note, if such payment can be made 
without such withholding by any other available paying agent at the Holder's option;  
(v) any withholding, tax, assessment, deduction or other governmental charge imposed or withheld by reason of 
the failure by the Holder to comply with a request by the Company to such Holder to provide information or 
satisfy other applicable certification or reporting requirements concerning the nationality, residence, tax reporting 
or identity of the Holder, make a declaration of nonresidence or other similar claim for exemption or present any 
applicable form or certificate from the Holder or an applicable tax authority with respect to such matters, upon 
the making or presentation of which that Holder would have been able to avoid such withholding, tax, 
assessment, reduction or charge;  
(vi) any withholding, deduction, tax, assessment or other governmental charge which would not have been 
imposed but for the presentation of this Subordinated Note (where presentation is required) for payment on a 
date more than 30 days after the date on which such payment became due and payable or the date on which 
payment thereof was duly provided for, whichever occurred later;  
(vii) any tax, assessment or other governmental charge which would not have been imposed or withheld if such 
Holder had not presented this Subordinated Note for payment in the applicable Taxing Jurisdiction, unless the 
Holder was required to present this Subordinated Note for payment in the applicable Taxing Jurisdiction and it 
could not have been presented for payment anywhere else;  
(viii) any tax, assessment or other governmental charge which would not have been imposed but for such 
Holder's status as an individual resident of a member state of the European Union; or  
(ix) any combination of items (i) through (viii) above.  
Additional Amounts shall not be paid with respect to any payment of the principal of, or any interest on this 
Subordinated Note to any Holder who is a fiduciary or a partnership or a beneficial owner who is other than the 
sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a 
member of such partnership or a beneficial owner would not have been entitled to such Additional Amounts had 
it been the Holder of this Subordinated Note.  
70  
On any Optional Interest Payment Date for this Subordinated Note the Company will be entitled, by giving 
written notice to the Trustee in accordance with Sections 1.05 and 1.06, respectively, of the Base Indenture prior 
to the Regular Record Date for such Optional Interest Payment Date (a "DEFERRAL NOTICE"), to defer the 
due date for payment of any interest in respect of this Subordinated Note and, accordingly, on the giving of such 
Deferral Notice the due date (the "DEFERRED PAYMENT DATE") for payment of interest (the "DEFERRED 
PAYMENT") shall be so deferred and the Company shall not be obliged to make payment thereof on the date 
such payment would otherwise have become due and payable and such deferral of interest shall not constitute a 
Default by the Company or a breach of any of its obligations under the Indenture. The Company may defer the 
payment of interest for any period (the "DEFERRAL PERIOD"), PROVIDED THAT such Deferral Period may 
not extend beyond the Stated Maturity of this Subordinated Note or any other date on which this Subordinated 
Note is to be paid in full or in part in accordance with the terms of the Indenture.  
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification 
of the rights and obligations of the Company and the rights of the Holders of this Subordinated Note at any time 
by the Company, and the Trustee with the consent of the Holders of a majority in principal amount of the 
Subordinated Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of 
specified percentages in principal amount of the Subordinated Notes at the time Outstanding, on behalf of all 
Holders of all Subordinated Notes, to waive compliance by the Company with certain provisions of the Indenture 
and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder 
of this Subordinated Note shall be conclusive and binding upon such Holder and upon all future holders of this 
Subordinated Note and of any Subordinated Note issued upon the registration of transfer hereof or in exchange 
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Subordinated Note.  

On any Optional Interest Payment Date for this Subordinated Note the Company will be entitled, by giving 
written notice to the Trustee in accordance with Sections 1.05 and 1.06, respectively, of the Base Indenture prior 
to the Regular Record Date for such Optional Interest Payment Date (a "DEFERRAL NOTICE"), to defer the 
due date for payment of any interest in respect of this Subordinated Note and, accordingly, on the giving of such 
Deferral Notice the due date (the "DEFERRED PAYMENT DATE") for payment of interest (the "DEFERRED 
PAYMENT") shall be so deferred and the Company shall not be obliged to make payment thereof on the date 
such payment would otherwise have become due and payable and such deferral of interest shall not constitute a 
Default by the Company or a breach of any of its obligations under the Indenture. The Company may defer the 
payment of interest for any period (the "DEFERRAL PERIOD"), PROVIDED THAT such Deferral Period may 
not extend beyond the Stated Maturity of this Subordinated Note or any other date on which this Subordinated 
Note is to be paid in full or in part in accordance with the terms of the Indenture.  
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification 
of the rights and obligations of the Company and the rights of the Holders of this Subordinated Note at any time 
by the Company, and the Trustee with the consent of the Holders of a majority in principal amount of the 
Subordinated Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of 
specified percentages in principal amount of the Subordinated Notes at the time Outstanding, on behalf of all 
Holders of all Subordinated Notes, to waive compliance by the Company with certain provisions of the Indenture 
and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder 
of this Subordinated Note shall be conclusive and binding upon such Holder and upon all future holders of this 
Subordinated Note and of any Subordinated Note issued upon the registration of transfer hereof or in exchange 
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Subordinated Note.  
As set forth in, and subject to, the provisions of the Indenture, no Holder of this Subordinated Note will have any 
right to institute any proceeding with respect to the Indenture, this Subordinated Note or for any remedy 
thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of 
Default with respect to this Subordinated Note, the Holders of not less than 25% in aggregate principal amount of 
the Outstanding Subordinated Notes of this series shall have made written request, and offered reasonable 
indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the 
Holders of a majority in principal of the Outstanding Subordinated Note of this series a direction inconsistent with 
such request and shall have failed to institute such proceeding within 60 days; PROVIDED, HOWEVER, that 
such limitations do not apply to a suit instituted by the  
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Holder hereof for the enforcement of payment of the principal (and premium, if any) or interest on this 
Subordinated Note on or after the respective due dates expressed herein.  
For a description of the duties and the immunities and rights of the Trustee under the Indenture, reference is made 
to the Indenture, and the obligations of the Trustee to the Holder hereof are subject to such immunities and rights.  
Notwithstanding any provision of this Subordinated Note or of the Indenture, the Holder of this Subordinated 
Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and any 
premium and, subject as provided herein, interest on this Subordinated Note at the times, place and rate, and in 
the coin or currency, herein prescribed or as provided in the Indenture.  
The Subordinated Notes are issuable only in registered global form without Coupons in denominations of 
[EURO]1,000 and any integral multiple thereof. Except as provided in the Indenture and subject to certain 
limitations therein set forth, this Subordinated Note will not be exchangeable for definitive registered 
Subordinated Notes of this series. As provided in the Indenture and subject to certain limitations therein set forth, 
if definitive Subordinated Notes are issued in accordance with the terms of the Indenture, the transfer of such 
Subordinated Note will be registrable in the Debt Security Register, upon surrender of the Subordinated Note for 
registration of transfer at the office or agency of the Company in any place where the principal of and any 
premium and interest on the Subordinated Note are payable, duly endorsed by, or accompanied by a written 
instrument of transfer in form satisfactory to the Company and the Debt Security Registrar duly executed by, the 
Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Subordinated Notes of 
like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the 
designated transferee or transferees.  

Holder hereof for the enforcement of payment of the principal (and premium, if any) or interest on this 
Subordinated Note on or after the respective due dates expressed herein.  
For a description of the duties and the immunities and rights of the Trustee under the Indenture, reference is made 
to the Indenture, and the obligations of the Trustee to the Holder hereof are subject to such immunities and rights.  
Notwithstanding any provision of this Subordinated Note or of the Indenture, the Holder of this Subordinated 
Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and any 
premium and, subject as provided herein, interest on this Subordinated Note at the times, place and rate, and in 
the coin or currency, herein prescribed or as provided in the Indenture.  
The Subordinated Notes are issuable only in registered global form without Coupons in denominations of 
[EURO]1,000 and any integral multiple thereof. Except as provided in the Indenture and subject to certain 
limitations therein set forth, this Subordinated Note will not be exchangeable for definitive registered 
Subordinated Notes of this series. As provided in the Indenture and subject to certain limitations therein set forth, 
if definitive Subordinated Notes are issued in accordance with the terms of the Indenture, the transfer of such 
Subordinated Note will be registrable in the Debt Security Register, upon surrender of the Subordinated Note for 
registration of transfer at the office or agency of the Company in any place where the principal of and any 
premium and interest on the Subordinated Note are payable, duly endorsed by, or accompanied by a written 
instrument of transfer in form satisfactory to the Company and the Debt Security Registrar duly executed by, the 
Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Subordinated Notes of 
like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the 
designated transferee or transferees.  
No service charge shall be made for any such registration of transfer or exchange, but the Company may require 
from the Holder hereof payment of a sum sufficient to cover any tax or other governmental charge payable in 
connection therewith.  
Prior to due presentment of a Subordinated Note for registration of transfer, the Company, the Trustee and any 
agent of the Company or the Trustee may treat the Person in whose name the Subordinated Note is registered as 
the sole owner hereof for all purposes, whether or not the Subordinated Note be overdue, and none of the 
Company, the Trustee nor any such agent shall be affected by notice to the contrary.  
72  
THE INDENTURE AND THE SUBORDINATED NOTES SHALL BE GOVERNED BY AND 
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED 
TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT 
REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS, EXCEPT FOR SECTION 12.01 OF THE 
BASE INDENTURE AND ARTICLE 7 OF THE SUPPLEMENTAL INDENTURE, WHICH SHALL BE 
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE REPUBLIC OF 
FRANCE.  
All terms used in this Subordinated Note which are defined in the Indenture shall have the meanings assigned to 
them in the Indenture.  
73  
THE INDENTURE AND THE SUBORDINATED NOTES SHALL BE GOVERNED BY AND 
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED 
TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT 
REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS, EXCEPT FOR SECTION 12.01 OF THE 
BASE INDENTURE AND ARTICLE 7 OF THE SUPPLEMENTAL INDENTURE, WHICH SHALL BE 
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE REPUBLIC OF 
FRANCE.  
All terms used in this Subordinated Note which are defined in the Indenture shall have the meanings assigned to 
them in the Indenture.  
73