POS AM

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 2002

Registration No. 033-54465

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

POST-EFFECTIVE

AMENDMENT NO. 1 TO
FORM S-3

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

Viad Corp
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 04-1760395
(I.R.S. Employer
Identification No.)

Viad Tower
1850 North Central Avenue
Phoenix, Arizona 85077
(602) 207-4000
(Address, including zip code and telephone number, including area code, of
registrant’s principal executive offices)

Scott E. Sayre	Copy to:
Vice President, General Counsel and Secretary Viad Corp Viad Tower 1850 North Central Avenue Phoenix, Arizona 85077 (602) 207-4000	Frank M. Placenti, Esq. Bryan Cave LLP Two North Central Avenue, Suite 2200 Phoenix, AZ 85004-4406 (602) 364-7000

(Address, including zip code and telephone number,
including area code of agent for service of process)

         APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: From time to time, after the effective date of this Registration Statement.

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

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

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

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

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

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

SUBJECT TO COMPLETION, DATED MAY 17, 2002

THE INFORMATION IN THIS PROSPECTUS IS NEITHER FINAL NOR COMPLETE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES NOR IS IT AN INVITATION FOR OFFERS TO BUY THESE SECURITIES IN ANY STATE OR JURISDICTION WHERE NOT PERMITTED.

PRELIMINARY PROSPECTUS

$500,000,000

Viad Corp

DEBT SECURITIES
PREFERRED STOCK
DEPOSITARY SHARES
COMMON STOCK
WARRANTS

         We will provide the specific terms of the securities in one or more supplements to this prospectus. You should read this prospectus and the related prospectus supplement carefully before you invest in our securities. This prospectus may not be used to offer and sell our securities unless accompanied by a prospectus supplement describing the method and terms of the offering of those offered securities. We may sell the securities, or we may distribute them through underwriters or dealers. In addition, the underwriters may overallot a portion of the securities.

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

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is ___, 2002.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS
FORWARD-LOOKING STATEMENTS
VIAD CORP
	Payment Services
	Convention and Event Services
	Travel and Recreation Services
RISK FACTORS
RATIO OF EARNINGS TO FIXED CHARGES
DESCRIPTION OF OUR DEBT SECURITIES
	General
	Senior Debt Securities
	Subordinated Debt Securities
	Global Debt Securities
	Ownership Of Global Securities
	The Depositary Trust Company
	Transfer Or Exchange Of Debt Securities
	Transfer Agent
	Covenants
	Events Of Default, Notice And Waiver
	Modification Of The Indentures
	Defeasance
	Conversion
	Merger, Consolidation And Sale Of Assets
DESCRIPTION OF OUR PREFERRED STOCK
	New Issuances
	$4.75 Preferred Stock
	Junior Participating Preferred Stock
DESCRIPTION OF OUR DEPOSITARY SHARES
	General
	Dividends And Other Distributions
	Redemption Of Preferred Stock
	Voting Deposited Preferred Stock
	Amendment And Termination Of The Deposit Agreement
	Charges Of Depositary; Taxes And Other Governmental Charges
	Resignation And Removal Of Depositary
	Miscellaneous
DESCRIPTION OF OUR COMMON STOCK
	Provisions of Our Certificate of Incorporation and By-Laws
	Stockholder Rights Plan
	Section 203 of the Delaware General Corporation Law
	Stock Exchange Listing
	Transfer Agent
DESCRIPTION OF OUR WARRANTS
PLAN OF DISTRIBUTION
	Sale Through Underwriters Or Dealers
	Direct Sales and Sales Through Agents
	Delayed Delivery Contracts
	General Information
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
PART II
	Item 14. Other Expenses Of Issuance And Distribution
	Item 15. Indemnification Of Directors And Officers
	Item 16. Exhibits
	Item 17. Undertakings
SIGNATURES
EX-4.7
EX-5
EX-12.1
EX-12.2
EX-23.1
EX-25.1
EX-25.2

TABLE OF CONTENTS

		Page
ABOUT THIS PROSPECTUS			1
FORWARD-LOOKING STATEMENTS			1
VIAD CORP			2
	Payment Services		2
	Convention and Event Services		2
	Travel and Recreation Services		2
RISK FACTORS			3
USE OF PROCEEDS			3
RATIO OF EARNINGS TO FIXED CHARGES			3
DESCRIPTION OF OUR DEBT SECURITIES			4
	General		4
	Senior Debt Securities		5
	Subordinated Debt Securities		5
	Global Debt Securities		5
	Ownership Of Global Securities		6
	The Depositary Trust Company		6
	Transfer Or Exchange Of Debt Securities		7
	Transfer Agent		7
	Covenants		7
	Events Of Default, Notice And Waiver		8
	Modification Of The Indentures		9
	Defeasance		10
	Conversion		10
	Merger, Consolidation And Sale Of Assets		10
DESCRIPTION OF OUR PREFERRED STOCK			11
	New Issuances		11
	$4.75 Preferred Stock		12
	Junior Participating Preferred Stock		13
DESCRIPTION OF OUR DEPOSITARY SHARES			14
	General		14
	Dividends And Other Distributions		14
	Redemption Of Preferred Stock		14
	Voting Deposited Preferred Stock		15
	Amendment And Termination Of The Deposit Agreement		15
	Charges Of Depositary; Taxes And Other Governmental Charges		15
	Resignation And Removal Of Depositary		15
	Miscellaneous		15
DESCRIPTION OF OUR COMMON STOCK			17
	Provisions of Our Certificate of Incorporation and By-Laws		17
	Stockholder Rights Plan		18
	Section 203 of the Delaware General Corporation Law		20
	Stock Exchange Listing		20
	Transfer Agent		20
DESCRIPTION OF OUR WARRANTS			21
PLAN OF DISTRIBUTION			22
	Sale Through Underwriters Or Dealers		22
	Direct Sales and Sales Through Agents		23
	Delayed Delivery Contracts		23
	General Information		23
LEGAL MATTERS			23
EXPERTS			23
WHERE YOU CAN FIND MORE INFORMATION			23

ABOUT THIS PROSPECTUS

         This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a “shelf” registration process. Under this shelf process, we may sell any combination of the securities described in this prospectus in one or more offerings. The total dollar amount of securities we sell through the offerings will not exceed $500 million or the equivalent denominated in foreign currencies. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of the securities offered. This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Where You Can Find More Information” on page 23.

         You should rely only on the information contained, or incorporated by reference, in this prospectus and any prospectus supplement. We have not authorized anyone to provide you with different information. We are not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.

         The information in this prospectus is accurate as of the date on the front cover. You should not assume that the information contained in this prospectus is accurate as of any other date.

         References in this prospectus to the terms “we,” “us” or “Viad” or other similar terms mean Viad Corp, unless we state otherwise or the context indicates otherwise.

FORWARD-LOOKING STATEMENTS

         This prospectus and the applicable prospectus supplement include and incorporate by reference “forward-looking statements.” We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts, but reflect current estimates, projections, or expectations of or current trends in future growth, operating cash flows, availability of short-term borrowings, consumer demand, new business, investment policies, productivity improvements, ongoing cost reduction efforts, efficiency, competitiveness, tax rates, restructuring plans (including timing and realization of cost savings) and market risk disclosures. Forward-looking statements are generally identifiable by the following words: “may,” “could,” “should,” “pro forma,” “looking forward,” “will,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “project,” or similar words.

         Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results or performance to differ materially from those contemplated by the forward-looking statements. These include gains and losses of customers, consumer demand patterns, labor relations, consumer demand for convention and event services, existing and new competition, industry alliances and consolidation and growth patterns within the industries in which we compete. Other factors include those discussed under the caption “Risk Factors” in any prospectus supplement provided with this prospectus and other factors that may be described in a prospectus supplement or from time to time in our filings with the SEC. We do not intend to update any forward-looking information and statements, whether written or oral, to reflect change. Therefore, we caution you not to place undue reliance on any forward-looking information and statements. All forward-looking statements are expressly qualified by these cautionary statements.

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VIAD CORP

         We are a diversified business services company. Our services are classified into two main business segments: payment services and convention and event services. In addition, we provide travel and recreation services. Most of our services are provided to businesses for use by their customers.

         On August 15, 1996, our predecessor, The Dial Corp, spun-off its consumer products business into an independent, publicly traded company known as The Dial Corporation. The Dial Corporation’s common stock is listed on the New York Stock Exchange under the symbol “DL.” In the spin-off, we paid a dividend of one share of The Dial Corporation for each share of The Dial Corp held on August 5, 1996. As part of the spin-off, we changed our name to Viad Corp.

         The address of our principal office is Viad Tower, 1850 North Central Avenue, Phoenix, Arizona 85077 and our telephone number is (602) 207-4000.

Payment Services

         Our payment services business is conducted by our Travelers Express group of companies. These companies engage in a variety of payment service activities, including issuance and processing of money orders, processing of official checks and share drafts, and money transfer and cash access services. Travelers Express sells money orders to the public through agent locations and financial institutions in the United States and Puerto Rico. Travelers Express also provides processing services for banks, credit unions and other financial institutions which offer official checks (used by financial institutions in place of their own bank check or cashier’s check) and share drafts (the credit union industry’s version of a personal check). In addition, through our subsidiary MoneyGram Payment Systems, we provide money transfer services through agent locations worldwide. Some of our agent locations sell or provide both money orders and money transfer services. Travelers Express also provides in-person electronic bill payment services for various companies, whose consumers pay their utility, car payment, and other bills at conveniently located retail stores. Additionally, Travelers Express provides high volume processing of refund and rebate checks, food vouchers, gift certificates, and other financial instruments. Another subsidiary, Game Financial Corporation provides cash access services to the gaming industry. Game Financial provides three primary services: installing and maintaining automatic teller machines in casinos and check cashing locations; providing cash advances on consumers’ credit cards for customers who utilize the automatic teller machines; and cashing checks at casinos.

Convention and Event Services

         We provide convention and event services through GES Exposition Services, Inc. and our Exhibitgroup/Giltspur division. GES provides services to trade associations, show management companies and exhibitors. These services include tradeshow design and planning, decorating, exhibit design and fabrication, installation and dismantling, display rental, custom graphics, furnishings, electrical, freight-handling, logistics, transportation, and management services for conventions, tradeshows, associations and corporate and special events.

         The Exhibitgroup/Giltspur division designs, builds, installs and warehouses convention, tradeshow, museum and other exhibits and displays. This division has operations in the United States, Canada, the United Kingdom and Germany, and operates through an international network of strategic partners that gives it the ability to serve customers worldwide.

Travel and Recreation Services

         Travel and recreation services are provided by the Brewster Transport and Glacier Park business units. Brewster Transport operates tour and charter buses within the Canadian Rockies, provides travel agency services to visitors of the Canadian Rockies, operates hotels in Banff and Icefield Parkway between Lake Louise and Jasper and operates the Sulphur Mountain Gondola. Glacier Park operates seven historic lodges in and around Glacier National Park in Montana and Waterton Lakes National Park in Canada.

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RISK FACTORS

         In addition to the other information included in this prospectus, you should carefully consider any risk factors set forth in the prospectus supplement when determining whether or not to purchase the securities offered under this prospectus and the prospectus supplement.

USE OF PROCEEDS

         Unless we inform you otherwise in the prospectus supplement, we expect to use the net proceeds from the sale of securities for general corporate purposes. These purposes may include, but are not limited to:

• acquisitions,

• working capital,

• capital expenditures,

• repayment or refinancing of debt or other corporate obligations, and

• repurchases and redemptions of securities.

         Pending any specific application, we may initially invest funds in short-term marketable securities or apply them to the reduction of short-term indebtedness.

RATIO OF EARNINGS TO FIXED CHARGES

         The following table sets forth our consolidated ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred stock dividends for the periods specified:

	Three Months Ended
	March 31				Fiscal Year Ended December 31
	2002		2001		2001		2000		1999		1998		1997
Ratio of Earnings to Fixed Charges		6.16		4.01		2.24		5.37		4.97		4.20		2.47
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends		5.90		3.87		2.16		5.19		4.79		4.05		2.40

         For purposes of computing these ratios of earnings to combined fixed charges and preferred stock dividends:

• earnings consist of income from continuing operations before income taxes, minority interest and fixed charges, less capitalized interest;

• fixed charges consist of interest expense, interest capitalized, amortization of debt discount, an estimate of rental expense representative of interest; and

• preferred stock dividends are increased to an amount representing the pre-tax earnings which would be required to cover the preferred stock dividend requirements.

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DESCRIPTION OF OUR DEBT SECURITIES

         The senior debt securities will be issued under an indenture dated as of April 1, 1993 between us and J.P. Morgan Trust Company, N.A., formerly Chase Manhattan Bank, N.A., as trustee, and the subordinated debt securities will be issued under an indenture dated as of May 14, 2002 between us and Wachovia Bank, National Association, as trustee. The term “trustee” as used in this prospectus refers to any bank that we may appoint as trustee under the terms of the applicable indenture, in its capacity as trustee for the senior securities or the subordinated securities.

         We have summarized specific terms and provisions of the indentures. The summary is not complete. If we refer to particular provisions of the indentures, the provisions, including definitions of terms, are incorporated by reference as a part of the summary. We have included references to articles or section numbers of the applicable indenture so that you can easily locate these provisions in the indentures. Unless specifically distinguished, citations of sections contained below refer to both the senior and subordinated indentures. The indentures have been included as exhibits to the registration statement of which this prospectus is a part. We urge you to read the indentures because they, and not this description, define the rights of holders of debt securities. The indentures are subject to the Trust Indenture Act of 1939, as amended. To obtain copies of the indentures, see “Where You Can Find More Information” on page 23.

General

         The debt securities will be direct, unsecured general obligations of Viad Corp. The senior debt securities will rank equally with all of our other unsecured and unsubordinated indebtedness. The subordinated debt securities will be subordinated in right of payment to the prior payment in full of our senior debt securities. See “Subordinated Debt Securities” on page 5.

         The indentures do not limit the amount of debt securities that we can offer. Each indenture allows us to issue debt securities up to the principal amount that may be authorized by us. We may issue additional debt securities without your consent. We may issue debt securities in one or more series. All debt securities of one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the holders of the debt securities of such series, for issuances of additional debt securities of such series. (Sections 2.02 and 3.01)

         A prospectus supplement and any supplemental indentures relating to any series of debt securities being offered will include specific terms relating to the offering. These terms will include some or all of the following:

• the title, type and amount of the debt securities;

• the total principal amount and priority of the debt securities;

• the percentage of the principal amount at which the debt securities will be issued and any payments due if the maturity of the debt securities is accelerated;

• the dates on which the principal of the debt securities will be payable;

• the interest rates (which may be fixed or variable) which the debt securities will bear, or the method for determining rates;

• the dates from which the interest on the debt securities will accrue and be payable, or the method of determining those dates, and any record dates for the payments due;

• any provisions for redemption, conversion or exchange of the debt securities, at our option or otherwise, including the periods, prices and terms of redemption or conversion;

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• any sinking fund or similar provisions, which would obligate us to repurchase or otherwise redeem the debt securities, along with the periods, prices and terms of redemption, purchase or repayment;

• the amount or percentage payable if we accelerate the maturity of the debt securities, if other than the principal amount;

• any changes to or additional events of default or covenants set forth in the indentures;

• the terms of subordination, if any;

• any special tax implications of the debt securities, including provisions for original issue discount securities; and

• any other terms consistent with the indenture.

         The debt securities may be issued in registered, bearer, coupon or global form. We may authorize and determine the terms of a series of debt securities by resolution of our Board of Directors or the pricing committee of our Board of Directors or through a supplemental indenture. Unless otherwise described in the applicable prospectus supplement, we will issue debt securities only in denominations of $1,000 and integral multiples of that amount. (Section 2.01)

Senior Debt Securities

         Any senior debt securities offered pursuant to the senior indenture will be senior in right of payment to all subordinated debt securities issued under the subordinated indenture. Further, the senior indenture does not prohibit us from issuing additional debt securities that may rank equally in right of payment to the senior debt securities.

Subordinated Debt Securities

         The subordinated debt securities will have a junior position to all of our senior debt. Under the subordinated indenture, payment of the principal, interest and any premium on the subordinated debt securities will generally be subordinated and junior in right of payment to the prior payment in full of all senior debt. The subordinated indenture provides that no payment of principal, interest and any premium on the subordinated debt securities may be made in the event:

• of any insolvency, bankruptcy or similar proceeding involving us or our properties; or

• during the continuance of any default on senior debt beyond the grace period, unless and until the default on the senior debt is cured and waived.

         The subordinated indenture does not limit the amount of senior debt that we may incur.

         Upon any distribution of our assets in connection with any dissolution, winding up, liquidation, reorganization, bankruptcy or other similar proceeding, the holders of all senior debt securities will first be entitled to receive payment in full of the principal, any premium and interest due on the senior debt before the holders of the subordinated debt securities are entitled to receive any payment.

Global Debt Securities

         Debt securities may be issued in whole or in part in the form of one or more global securities that will be deposited with, on behalf of, a depositary identified in the applicable prospectus supplement. Global debt securities may be issued in either registered or bearer form and in either temporary or permanent form. Unless and until it is exchanged in whole or in part for individual certificates evidencing debt securities in definitive form, a global debt security may not be transferred except as a whole by the depositary to a nominee of such depositary or by a nominee

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of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor.

         The specific terms of the depositary arrangement with respect to a series of global debt securities, and certain limitations and restrictions relating to a series of bearer global debt securities, will be described in the prospectus supplement relating to such series.

         We may determine not to use global securities for any series. In that event, we will issue debt securities in certificate form.

         The laws of some jurisdictions require that certain purchasers of securities take physical delivery of securities in certificate form. Those laws and some conditions on transfer of global securities may impair the ability to transfer interests in global securities.

Ownership Of Global Securities

         So long as the depositary or its nominee is the registered owner of a global security, that entity will be the sole holder of the debt securities represented by that instrument. Both we and the trustee are only required to treat the depositary or its nominee as the legal owner of those securities for all purposes under the indentures.

         Unless otherwise specified in this prospectus or the prospectus supplement, no actual purchaser of debt securities represented by a global security will be entitled to receive physical delivery of certificated securities or will be considered the holder of those securities for any purpose under the indentures. In addition, no actual purchaser will be able to transfer or exchange global securities unless otherwise specified in this prospectus or the prospectus supplement. As a result, each actual purchaser must rely on the procedures of the depositary to exercise any rights of a holder under the applicable indenture. Also, if an actual purchaser is not a participant of the depositary, the actual purchaser must rely on the procedures of the participant through which it owns its interest in a global security.

The Depositary Trust Company

         We expect that the Depositary Trust Company (DTC) will be the depositary with respect to any global debt security. The following information on DTC applies to the extent that it is the depositary, unless otherwise provided in the prospectus supplement.

         Registered Owner. The debt securities will be issued as fully registered securities in the name of Cede & Co. (which is DTC’s partnership nominee). The trustee will deposit the global security with the depositary. The deposit with the depositary and its registration in the name of Cede & Co. will not change the nature of the actual purchaser’s ownership interest in the debt securities.

         DTC’s Organization. DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of that law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under the provisions of Section 17A of the Securities Exchange Act of 1934, as amended.

         DTC is owned by a number of its direct participants, the New York Stock Exchange, Inc. and NasdaqAmex. Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations who directly participate in DTC. Other entities may access DTC’s system by clearing transactions through or maintaining a custodial relationship with direct participants. The rules applicable to DTC and its participants are on file with the SEC.

         DTC’s Activities. DTC holds securities that its participants deposit with it. DTC also facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants’ accounts. Doing so eliminates the need for physical movement of securities certificates.

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         Participants’ Records. Except as otherwise provided in this prospectus or a prospectus supplement, purchases of debt securities must be made by or through a direct participant, which will receive a credit for the securities on DTC’s records. The purchaser’s interest is in turn to be recorded on the participants’ records. Actual purchasers will not receive written confirmations from DTC of their purchase, but they generally receive confirmations along with periodic statements of their holdings from the participants through which they entered into the transaction.

         Transfers of interests in the global securities will be made on the books of the participants on behalf of the actual purchasers. Certificates representing the interest of the actual purchasers in the securities will not be issued unless the use of global securities is suspended. DTC has no knowledge of the actual purchasers of global securities. DTC’s records only reflect the identity of the direct participants who are responsible for keeping account of their holdings on behalf of their customers.

         Notices Among DTC, Participants and Actual Owners. Notices and other communications by DTC, its participants and the actual purchasers will be governed by arrangements among them, subject to any legal requirements in effect.

         Voting Procedures. Neither DTC nor Cede & Co. will give consents for or vote the global securities. DTC generally mails an omnibus proxy to us just after the applicable record date. That proxy assigns Cede & Co.’s voting rights to the direct participants to whose accounts the securities are credited at that time.

         Payments. Principal and interest payments made by us will be delivered to DTC. DTC’s practice is to credit direct participants’ accounts on the applicable payment date unless it has reason to believe that it will not receive payment on that date. Payments by participants to actual purchasers will be governed by standing instructions and customary practices, as is the case with securities held for customers in bearer form or registered in “street name.” Those payments will be the responsibility of that participant, not DTC, the trustee or us, subject to any legal requirements in effect at that time.

         We are responsible for payment of principal, interest and premium, if any, to the trustee, who is responsible to pay it to DTC. DTC is responsible for disbursing those payments to direct participants. The participants are responsible for disbursing payment to the actual purchasers.

Transfer Or Exchange Of Debt Securities

         You may transfer or exchange debt securities (other than global securities) without a service charge at the corporate trust office of the trustee. You may also surrender debt securities (other than global securities) for conversion or registration of transfer without a service charge at the corporate trust office of the trustee. You must execute a proper form of transfer and pay any taxes or other governmental charges resulting from that action.

Transfer Agent

         If we designate a transfer agent (in addition to the trustee) in a prospectus supplement, we may at any time rescind this designation or approve a change in the location through which any such transfer agent acts. We will, however, be required to maintain a transfer agent in each place of payment for a series of debt securities. We may at any time designate additional transfer agents for a series of debt securities.

Covenants

         Under the indentures, we are required to:

• pay the principal, interest and any premium on the debt securities when due;

• maintain a place of payment;

• deliver a report to the trustee at the end of each fiscal year reviewing and affirming, based on the review, whether we have fulfilled our obligations under the indentures;

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• deposit sufficient funds with any paying agent on or before the due date for any principal, interest or any premium; and

• do or cause to be done all things necessary to preserve and keep in full force and effect our corporate existence, except as otherwise provided in the indentures.

         Our senior indenture also contains negative covenants including, among other things:

• a limitation on liens we may assume or incur other than specified types of liens unless senior indebtedness issued under the indenture is secured equally or prior to the indebtedness secured by the liens;

• a limitation on sale and leaseback transactions, unless the lien on any property subject to the sale and leaseback transaction is permitted under the indentures or the proceeds of the sale and leaseback transaction are used to acquire property or retire long-term senior indebtedness;

• a restriction on our ability to consolidate, merge, transfer substantially all of our assets or purchase substantially all of the assets of another company, unless we are the continuing company or the surviving or acquiring entity is a domestic company and it expressly assumes our obligations with respect to our debt securities by executing a supplemental indenture;

• a prohibition on restrictions on the ability of designated subsidiaries to pay dividends, make loans or transfer property to Viad Corp except as provided in the indenture; and

• restrictions on designated subsidiaries’ ability to become liable or responsible for the payment of any indebtedness or preferred stock other than as provided in the indenture.

Events Of Default, Notice And Waiver

         Events of default under the indentures for any series of debt securities include:

• failure for 30 days to pay interest on any debt securities of that series;

• failure to pay principal or premium, if any, of any debt securities of that series;

• failure to pay any sinking fund payment when due;

• failure to perform any other covenants contained in the indentures (other than a covenant added to the indentures solely for the benefit of a particular series of debt securities), which continues for 90 days after written notice as provided in the indenture;

• default under any of our other debt instruments with an aggregate principal amount outstanding of at least $10,000,000; or

• events of bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee.

         If an event of default for any series of debt securities occurs and continues, the trustee or the holders of at least 25% of the total principal amount of the debt securities of the series may declare the entire principal of that series due and payable immediately. (Section 6.02) If the trustee makes such a declaration, the holders of a majority of the aggregate principal amount of the debt securities of that series can generally rescind and annul the declaration and its consequences except where the trustee’s declaration is caused by either our failure to make payment of interest or any premium on or the principal of the securities of such series, or by bankruptcy or insolvency proceedings. (Section 6.02)

         The indentures limit the holders’ right to institute legal proceedings. No holder of any debt securities will have the right to bring a claim under an indenture unless:

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• the holder has given written notice of default to the trustee;

• the holders of not less than 25% of the aggregate principal amount of debt securities of that series shall have made a written request to the trustee to bring the claim and furnished the trustee reasonable indemnification as it may require;

• the trustee has not commenced an action within 60 days of receipt of the notice; and

• no direction inconsistent with a request has been given to the trustee by the holders of not less than a majority of the aggregate principal amount of the debt securities. The holders of debt securities may enforce payment of the principal or premium, if any, or interest on their debt securities. No holder of debt securities of a particular series has the right to prejudice the rights or obtain priority or preference over the rights of any other holder of debt securities of that series. (Section 6.07)

         The holders of a majority in aggregate principal amount of any series of debt securities may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any power conferred on the trustee with respect to the securities of any series; provided, however, that

• the direction does not conflict with any rule of law or an indenture; and

• the trustee may take any action it deems proper and which is consistent with the direction of the holders. (Section 6.06)

         Each indenture provides that, if an event of default has occurred, the trustee is to use the degree of care a prudent person would use in the conduct of his own affairs. (Section 10.01) Subject to those provisions, the trustee is under no obligation to exercise any of its rights or powers under an indenture at the request of any of the holders of the debt securities of a series unless they have furnished to the trustee reasonable security or indemnity. (Section 10.01)

         We will be required to furnish to the trustee in an annual statement a notice as to our fulfillment of all of our obligations under the relevant indenture. (Section 5.10 of the senior indenture and Section 5.06 of the subordinated indenture)

Modification Of The Indentures

         In order to change or modify an indenture in ways adversely affecting the interest of the holders, we must obtain the consent of holders of at least a 66 2/3% in principal amount of all outstanding debt securities affected by that change. The consent of holders of at least a majority in principal amount of each series of outstanding debt securities is required to waive compliance by us with specific covenants in an indenture. We must obtain the consent of each holder affected in order to:

• extend the maturity, or reduce the principal, redemption premium or interest rate;

• change the place of payment, or the coin or currency, for payment;

• limit the right to sue for payment;

• reduce the level of consents needed to approve a change to an indenture; or

• modify any of the foregoing provisions or any of the provisions relating to the waiver of certain past defaults or certain covenants, except to increase the required level of consents needed to approve a change to an indenture; or

• modify, without the written consent of the trustee, the rights, duties or immunities of the trustee. (Section 13.02)

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Defeasance

         We may satisfy our obligations under the debt securities of a series before maturity. This is called defeasance. We may do so by depositing with the trustee, in trust for the benefit of the holders, sufficient funds to pay the entire indebtedness on that series, including principal, premium, if any, and interest. We must also comply with other conditions before we defease the debt securities. We must deliver an opinion of counsel to the effect that the holders of that series will have no federal income tax consequences as a result of the defeasance. (Article 11)

Conversion

         Debt securities may be convertible into or exchangeable for common shares or preferred shares. The prospectus supplement will describe the terms of any conversion rights.

Merger, Consolidation And Sale Of Assets

         Each indenture generally permits us to consolidate or merge with another entity. The indentures also permit us to sell all or substantially all of our property and assets. If this happens, the remaining or acquiring entity must assume all of our responsibilities and liabilities under the indentures including the payment of all amounts due on the debt securities and performance of the covenants in the indentures. The remaining or acquiring entity will be substituted for us in the indentures with the same effect as if it had been an original party to the indentures. Thereafter, the successor entity may exercise our rights and powers under any indenture, in our name or in its own name. Any act or proceeding required or permitted to be done by our Board or any of our officers may be done by the Board or officers of the successor entity. (Section 5.09 of the senior indenture and Section 5.05 of the subordinated indenture).

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DESCRIPTION OF OUR PREFERRED STOCK

         This section describes the general terms and provisions of our preferred stock. The applicable prospectus supplement will describe the specific terms of the shares of preferred stock offered through that prospectus supplement, as well as any general terms described in this section that will not apply to those shares of preferred stock. We will file a copy of the certificate of designation that contains the terms of each new series of preferred stock with the SEC each time we issue a new series of preferred stock. These certificates of designation will be incorporated by reference into the registration statement of which this prospectus is a part. Each certificate of designation will establish the number of shares included in a designated series and fix the designation, powers, privileges, preferences and rights of the shares of each series as well as any applicable qualifications, limitations or restrictions. You should refer to the applicable certificate of designation as well as our restated certificate of incorporation before deciding to buy shares of our preferred stock as described in the applicable prospectus supplement.

         Our authorized capital stock consists of 207,442,352 shares of stock comprised of:

• 200,000,000 shares of common stock, $1.50 par value per share,

• 442,352 shares of Series $4.75 Preferred Stock, no par value, stated value $100.00 per share,

• 5,000,000 shares of preferred stock, par value $.01 per share, and

• 2,000,000 shares of Junior Participating Preferred Stock, par value $.01 per share.

         As of March 31, 2002, 340,352 shares of Series $4.75 Preferred Stock were outstanding and there are no other shares of preferred stock outstanding. 1,115,357 shares of our Junior Participating Preferred Stock are reserved for issuance in connection with the exercise of the rights outstanding on each share of our common stock pursuant to our stockholder rights plan.

New Issuances

         Our Board has been authorized, subject to limitations provided in our certificate of incorporation and the rights of holders of any outstanding series of preferred stock, including the $4.75 Preferred Stock, to provide for the issuance of shares of our preferred stock in multiple series. With respect to each series of our preferred stock, our Board has the authority to determine the following terms:

• the designation of the series;

• the number of shares within the series;

• whether dividends, if any, are cumulative and the dividend rate of the series;

• dates at which dividends, if any, shall be payable;

• whether the shares are redeemable, the redemption price and the terms of redemption;

• the amount payable to you for each share you own if Viad Corp is dissolved or liquidated;

• whether the shares are convertible into or exchangeable for any other securities, the price or rate of exchange or conversion, and the applicable terms and conditions;

• any restrictions on issuance of shares in the same series or any other series;

• voting rights, if any; and

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• whether the preferred stock will be represented by depositary shares.

         The preferred stock will have no preemptive rights. In addition, your rights with respect to your shares of preferred stock will be subordinate to the rights of our general creditors. If we receive the appropriate payment, shares of our preferred stock that we issue will be fully paid and nonassessable.

         We currently plan to retain Wells Fargo Bank Minnesota, N.A. as the registrar and transfer agent of any series of our preferred stock.

$4.75 Preferred Stock

         The number of outstanding shares of our $4.75 Preferred Stock was 340,352, as of March 31, 2002. The shares are not convertible into any other of our securities. The holders have no preemptive right to subscribe to share obligations, warrants or other securities of any kind or class we may issue now or hereafter. The following is a summary of the terms of the $4.75 Preferred Stock. The terms are set forth in our certificate of incorporation which is included as an exhibit to the registration statement of which this prospectus forms a part.

         Dividends. Each share of $4.75 Preferred Stock is entitled to cumulative annual dividends from the original issuance of $4.75 per share payable quarterly.

         Liquidation Preference. Each share is entitled to a liquidation preference of $100 per share in the event of a voluntary liquidation and $101 per share in the event of an involuntary liquidation, plus, in each case, accrued but unpaid dividends.

         Redemption and Sinking Fund. We may redeem the $4.75 Preferred Stock at any time, in whole or part, at a redemption price of $101 per share plus accrued but unpaid dividends. We are required to deposit into a sinking fund each year an amount sufficient to redeem 6,000 shares of $4.75 Preferred Stock. Alternatively, we may deposit shares of $4.75 Preferred Stock we acquire through repurchase or redemption in lieu of depositing the redemption amount. For this purpose, we may not deposit shares redeemed through the sinking fund. Each year we are required to use all funds in the sinking fund to redeem $4.75 Preferred Stock. The shares redeemed are chosen by lot. As of March 31, 2002, we held 105,369 shares of $4.75 Preferred Stock which we expect to apply to our sinking fund payment requirement.

         Voting Rights. We must obtain the approval of two-thirds of holders of the outstanding shares of $4.75 Preferred Stock in order to:

• amend our certificate of incorporation;

• materially change the terms of the $4.75 Preferred Stock;

• issue any class or series of stock ranking prior to the $4.75 Preferred Stock with respect to dividend or liquidation rights;

• sell or lease all or substantially all of our property or business;

• voluntarily liquidate or dissolve; or

• merge or consolidate with or into any other corporation unless the $4.75 Preferred Stock will remain outstanding and retain its seniority.

         We must obtain the approval of the holders of a majority of the outstanding shares of $4.75 Preferred Stock in order to issue stock ranking equal to the $4.75 Preferred Stock with respect to dividend or liquidation rights.

         If we fail to pay dividends for six quarters, the holders of $4.75 Preferred Stock have the right to elect two Directors to our Board who will serve until all dividend arrearages have been paid.

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         Stock Exchange Listing. The $4.75 Preferred Stock is listed on the New York Stock Exchange under the symbol “VVI-p.”

         Transfer Agent. Wells Fargo Bank Minnesota, N.A. is the transfer agent for our $4.75 Preferred Stock.

Junior Participating Preferred Stock

         Pursuant to our stockholder rights plan, each of our shares of common stock are accompanied by one right to purchase one one-hundredth of a share of Junior Participating Preferred Stock for $100, once the rights become exercisable. A further description of these rights and the Junior Participating Preferred Stock can be found under “Description of Our Common Stock—Stockholder Rights Plan” on page 18.

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DESCRIPTION OF OUR DEPOSITARY SHARES

         The following briefly summarizes the general provisions of depositary shares representing interests in shares of our preferred stock. Each issuance of shares will be issued under a depositary agreement to be entered into between us and a bank or trust company as depositary. The shares will be evidenced by depositary receipts. A form of the deposit agreement, including the form of depositary receipt is filed as an exhibit to the registration statement of which this prospectus is a part. You should read the more detailed provisions of the deposit agreement and the form of depositary receipt for provisions that may be important to you. The particular terms of any depositary shares that we offer will be set forth in the applicable prospectus supplement. The prospectus supplement will also state whether any of the generalized provisions summarized below do not apply to the depositary shares being offered.

General

         We may, at our option, elect to offer fractional shares of preferred stock, rather than full shares of preferred stock. In such event, we will issue receipts for depositary shares, each of which will represent a fraction of a share of a particular series of preferred stock.

         The shares of any series of preferred stock represented by depositary shares will be deposited under a deposit agreement between us and a bank or trust company we select and that has its principal office in the United States and a combined capital and surplus of at least $50,000,000, as preferred stock depositary. Each owner of a depositary share will be entitled to all the rights and preferences of the underlying preferred stock, including any dividend, voting, redemption, conversion and liquidation rights described in the particular prospectus supplement, in proportion to the applicable fraction of a share of preferred stock represented by such depositary share.

         The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional shares of preferred stock in accordance with the terms of the applicable prospectus supplement.

Dividends And Other Distributions

         The depositary will distribute all cash dividends or other cash distributions received in respect of the deposited preferred stock to the record holders of depositary shares relating to such preferred stock in proportion to the number of such depositary shares owned by such holders.

         The depositary will distribute any property received by it other than cash to the record holders of depositary shares. If the depositary determines that it is not feasible to make such distribution, it may, with our approval, sell the property received and distribute the net proceeds from the sale to such holders.

Redemption Of Preferred Stock

         If a series of preferred stock represented by depositary shares is to be redeemed, the depositary shares will be redeemed from the proceeds received by the depositary resulting from the redemption. The depositary shares will be redeemed by the depositary at a price per depositary share equal to the applicable fraction of the redemption price per share payable in respect of the shares of preferred stock so redeemed.

         Whenever we redeem shares of preferred stock held by the depositary, the depositary will redeem as of the same date the number of depositary shares representing shares of preferred stock so redeemed. If fewer than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by the depositary by lot or ratably or by any other equitable method as the depositary may decide.

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Voting Deposited Preferred Stock

         Upon receipt of notice of any meeting at which the holders of any series of deposited preferred stock are entitled to vote, the depositary will mail the information contained in the notice to the record holders of the depositary shares relating to that series of preferred stock. Each record holder on the record date will be entitled to instruct the depositary to vote the amount of the preferred stock represented by that holder’s depositary shares. The depositary will try to vote the amount of preferred stock for which it has received instructions in accordance with the instructions.

         We will agree to take all actions that the depositary determines are necessary to enable it to vote as instructed. The depositary will abstain from voting shares of any series of preferred stock held by it for which it does not receive specific instructions from the holders of depositary shares representing the preferred shares.

Amendment And Termination Of The Deposit Agreement

         The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may at any time be amended by agreement between us and the depositary. However, any amendment that materially and adversely alters any existing right of the holders of depositary shares will not be effective unless the amendment has been approved by the holders of at least a majority in aggregate principal amount of the shares at the time outstanding which are affected by the amendment thereto. Every holder of an outstanding depositary receipt at the time any such amendment becomes effective shall be deemed, by continuing to hold such depositary receipt, to consent and agree to such amendment and to be bound by the amended deposit agreement. The deposit agreement will be terminated if:

• all outstanding depositary shares have been redeemed, converted or exchanged; or

• a final distribution in respect of the preferred stock has been made to the holders of depositary shares in connection with our liquidation, dissolution or winding up.

Charges Of Depositary; Taxes And Other Governmental Charges

         We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We also will pay charges of the depositary in connection with the initial deposit of preferred stock and any redemption of preferred stock. Holders of depositary receipts will pay other transfer and other taxes and governmental charges and such other charges, including a fee for the withdrawal of shares of preferred stock upon surrender of depositary receipts, as are expressly provided in the deposit agreement to be for their accounts.

         Prospective purchasers of depositary shares should be aware that special tax, accounting and other issues may be applicable to depositary shares.

Resignation And Removal Of Depositary

         The depositary may resign at any time by delivering to us notice of its intent to do so, and we may at any time remove the depositary. The resignation or removal will take effect upon the appointment of a successor depositary and its acceptance of the appointment. Such successor depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000.

Miscellaneous

         The depositary will forward all reports and communications from us which are delivered to the preferred stock depositary and which we are required to furnish to the holders of the deposited preferred stock.

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         Neither we nor the depositary will be liable if we or the depositary is prevented or delayed by law or any circumstances beyond our or its control in performing our or its obligations under the deposit agreement. Our obligations and the obligations of the depositary under the deposit agreement will be limited to performance in good faith of the duties thereunder and neither we or the depositary will be obligated to prosecute or defend any legal proceeding in respect of any depositary shares, depositary receipts or shares of preferred stock unless satisfactory indemnity is furnished. In performing our obligations, we and the depositary may rely upon written advice of counsel or accountants, or upon information provided by holders of depositary receipts or other persons believed to be competent and on documents believed to be genuine.

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DESCRIPTION OF OUR COMMON STOCK

         We are authorized to issue up to 200,000,000 shares of common stock, $1.50 par value per share. This section describes the general terms of our common stock. For more detailed information, you should refer to our certificate of incorporation and our by-laws, copies of which have been filed with the SEC. These documents are also incorporated by reference into this prospectus.

         Generally, holders of our common stock are entitled to one vote per share, and the approval of corporate actions requires the approval of holders of our common stock, as well as approval of the holders of any series of our preferred stock that may be entitled to vote for the action. The election or removal of our Directors is not subject to cumulative voting. Directors are elected by a plurality of votes eligible to vote for the election of Directors. Directors may only be removed for cause and only by affirmative vote of the holders of at least 80% of the voting power of the then-outstanding voting stock.

         Our common stock will be the only type of our capital stock entitled to vote in the election and removal of Directors and other matters presented to our stockholders from time to time, unless we issue voting preferred stock or our certificate of incorporation or the law requires otherwise.

         Our common stockholders will be entitled to receive dividends and distributions declared by our Board, to the extent permitted by the terms of outstanding shares of preferred stock and by our certificate of incorporation. If a dividend is declared, it will be distributed pro rata to our common stockholders, unless it is a dividend in kind.

         If Viad Corp is liquidated or dissolved, our common stockholders will be entitled to receive our assets and funds available for distribution to common stockholders in proportion to the number of shares they hold. Our common stockholders may not receive any assets or funds until our creditors have been paid in full and the preferential or participating rights of our preferred stockholders have been satisfied.

         You will not have any preemptive, subscription or conversion rights with respect to shares of our common stock that you own. We may issue additional shares of our common stock, if authorized by our Board, without your approval—unless required by the New York Stock Exchange or any other stock exchange on which our securities are traded. If we receive the appropriate payment, shares of our common stock that we issue will be fully paid and nonassessable.

Provisions of Our Certificate of Incorporation and By-Laws

         Advance Notice of Nominations. Our by-laws contain provisions requiring that you deliver advance notice of any business that you intend to raise at an annual meeting of stockholders and providing for procedures to be followed if you wish to nominate a person to be elected as a Director. To be timely, you must give written notice to our Secretary not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. If the date of the next annual meeting is more than 30 days before, or more than 60 days after, the first anniversary of the preceding year’s annual meeting, you must deliver notice to our Secretary within the period beginning on the 120th day prior to the meeting and ending thirty days later, or, if later, the 10th day after our public announcement of the meeting date. In addition, if we plan to increase the size of our Board, and we do not announce all of the nominees for election, or the fact that the size of our Board will be increased, at least 80 days before the first anniversary of the preceding year’s annual meeting, you will have ten days following the date of our public announcement to give notice to our Secretary of your nomination for any new positions created by such increase.

         Your notice must provide information about you and the business to be brought before the meeting. You should review our by-laws for more information.

         Classification of Directors. Our certificate of incorporation provides that, except as otherwise required by specific provisions of our certificate of incorporation relating to the rights of holders of any class or series of preferred stock to elect additional Directors under specified circumstances, the number of our Directors may be fixed from time to time by a resolution adopted by a majority of our Board but must not be less than three. Our Board is classified into three classes, as nearly equal in size as possible. Each class holds office until the third

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succeeding anniversary of the annual stockholders’ meeting electing that class. A Director may be removed only for cause and only by the affirmative vote of the holders of at least 80 percent of the voting power of the then-outstanding shares entitled to vote, voting together as a single class.

         No Action by Written Consent. Stockholders may not act by written consent in lieu of a meeting of stockholders.

         Special Meeting. Except as otherwise required by law and subject to the rights of holders of any class or series of preferred stock, special meetings of the stockholders may only be called by our Chairman of the Board or by our Board of Directors pursuant to a resolution that indicates the purpose of the meeting, which is approved by a majority of our Directors, assuming, for this purpose, that there were no vacancies. No business other than that stated in the notice may be transacted at any special meeting of stockholders.

         According to our by-laws, if we call a special meeting to elect Directors to the Board of Directors, you may nominate individuals for election if you deliver notice to our Secretary during the period beginning on the 120th day before the special meeting and ending thirty days later, or, if later, the 10th day after our public announcement of the meeting.

         Limitation on Directors’ Liability. Our certificate of incorporation provides, as authorized by law, that our Directors will not be personally liable to Viad Corp or our stockholders for monetary damages for breach of fiduciary duty as a Director, except to the extent such exemption from or limitation of liability is not permitted under the Delaware General Corporation Law. The effect of this provision may be to reduce the likelihood of derivative litigation against Directors for breach of their duty of care, even though the action, if successful, might otherwise have benefited Viad Corp and our stockholders.

Stockholder Rights Plan

         We maintain a stockholder rights plan. The purpose of the plan is to protect our interests and the interests of our stockholders against coercive takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 20% or more of our outstanding common stock without the approval of our Board. The purpose of the rights plan is to encourage potential acquirers to negotiate with our Board before attempting a takeover and to provide our Board with leverage in negotiating the terms of any proposed takeover on behalf of all stockholders. Therefore the rights plan may have anti-takeover effects. However, the rights plan should not interfere with any merger or other business combination approved by our Board.

         The following description of the rights plan is only a summary and is not complete. You should refer to the Rights Agreement, dated as of February 28, 2002, by and between Viad Corp and Wells Fargo Bank Minnesota, N.A., as rights agent, for a more detailed description of the rights plan. A copy of the Rights Agreement is filed as an exhibit to the registration statement of which this prospectus is a part.

         Issuance. One right has been issued with respect to each currently outstanding share of our common stock. New rights will accompany any new shares of common stock we issue before outstanding rights become exercisable. The rights will initially trade with, and will be inseparable from, the common stock. The rights are evidenced only by certificates that represent shares of common stock.

         Exercise Price. Each right will allow its holder to purchase from us one one-hundredth of a share of Junior Participating Preferred Stock for $100, once the rights become exercisable. This portion of a Junior Participating Preferred Share will give the stockholder approximately the same dividend, voting, and liquidation rights as would one share of common stock. Prior to exercise, the right does not give its holder any dividend, voting, or liquidation rights.

         Exercisability. The rights will not be exercisable until the earlier of:

• 10 days after the public announcement that a person or group has become an “acquiring person” by obtaining beneficial ownership of 20% or more of our outstanding common stock without the Board’s approval, or,

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• 10 business days (or a later date determined by our Board before any person or group becomes an acquiring person) after a person or group begins a tender or exchange offer which, if completed, would result in that person or group becoming an acquiring person.

         Until that date, our common stock certificates will also evidence the rights, and any transfer of shares of common stock will constitute a transfer of rights. After that date, the rights will separate from the common stock and be evidenced by book-entry credits or by rights certificates that we will mail to all eligible holders of common stock. Any rights held by an acquiring person are void and may not be exercised.

         Our Board may reduce the threshold at which a person or group becomes an acquiring person from 20% to not less than 10% of our outstanding common stock.

• Flip In. If a person or group becomes an acquiring person, all holders of rights except the acquiring person may, for $100, purchase shares of our common stock with a market value of $200, based on the market price of the common stock prior to such acquisition.

• Flip Over. If our company is later acquired in a merger or similar transaction after the rights become exercisable, all holders of rights except the acquiring person may, for $100, purchase shares of the acquiring corporation with a market value of $200 based on the market price of the acquiring corporation’s stock, prior to such merger or transaction.

         Preferred Share Provisions.

• will not be redeemable;

• will entitle holders to quarterly dividend payments of $.01 per one-hundredth of a share, or an amount equal to the dividend paid on one share of our common stock, whichever is greater;

• will entitle holders upon liquidation either to receive $1 per one-hundredth of a share or an amount per one-hundredth of a share equal to the payment made on one share of common stock, whichever is greater;

• will have the same voting power as one share of common stock; and

• will entitle holders to a per share payment equal to the payment made on one share of common stock if shares of our common stock are exchanged via merger, consolidation, or a similar transaction.

         The value of one one-hundredth interest in a Junior Participating Preferred Share should approximate the value of one share of common stock.

         Expiration. The rights will expire on February 28, 2012.

         Redemption. Our Board may redeem the rights for $.01 per right at any time before any person or group becomes an acquiring person. If our Board redeems any rights, it must redeem all of the rights. Once the rights are redeemed, the only right of the holders of rights will be to receive the redemption price of $.01 per right. The redemption price will be adjusted if we have a stock split or stock dividends of our common stock.

         Exchange. After a person or group becomes an acquiring person, but before an acquiring person owns 50% or more of outstanding common stock, our Board may extinguish the rights by exchanging one share of common stock or an equivalent security for each right, other than rights held by the acquiring person.

         Anti-Dilution Provisions. Our Board may adjust the purchase price of the Junior Participating Preferred Shares, the number of Junior Participating Preferred Shares issuable and the number of outstanding rights to prevent dilution that may occur from a stock dividend, a stock split, a reclassification of the Junior Participating Preferred Shares or common stock. No adjustments to the exercise price of less than 1% will be made.

         Amendments. The terms of the Rights Agreement may be amended by our Board without the consent of the holders of the rights. However, our Board may not amend the Rights Agreement to lower the threshold at which a

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person or group becomes an acquiring person to below 10% of our outstanding common stock. In addition, the Board may not cause a person or group to become an acquiring person by lowering this threshold below the percentage interest that such person or group already owns. After a person or group becomes an acquiring person, our Board may not amend the agreement in a way that adversely affects holders of the rights.

Section 203 of the Delaware General Corporation Law

         Section 203 of the Delaware General Corporation Law prohibits a defined set of transactions between a Delaware corporation, such as Viad Corp, and an “interested stockholder.” An interested stockholder is defined as a person who, together with any affiliates or associates of such person, beneficially owns, directly or indirectly, 15% or more of the outstanding voting shares of a Delaware corporation. This provision may prohibit business combinations between an interested stockholder and a corporation for a period of three years after the date the interested stockholder becomes an interested stockholder. The term “business combination” is broadly defined to include mergers, consolidations, sales or other dispositions of assets having a total value in excess of 10% of the consolidated assets of the corporation, and some other transactions that would increase the interested stockholder’s proportionate share ownership in the corporation.

         This prohibition is effective unless:

• the business combination is approved by the corporation’s Board of Directors prior to the time the interested stockholder becomes an interested stockholder;

• the interested stockholder acquired at least 85% of the voting stock of the corporation, other than stock held by Directors who are also officers or by qualified employee stock plans, in the transaction in which it becomes an interested stockholder; or

• the business combination is approved by a majority of the Board of Directors and by the affirmative vote of 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

Stock Exchange Listing

         Our common stock is listed on the New York Stock Exchange and the trading symbol is “VVI.”

Transfer Agent

         Wells Fargo Bank Minnesota, N.A. is the transfer agent for our common stock.

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DESCRIPTION OF OUR WARRANTS

         This section describes the general terms and provisions of our warrants. The applicable prospectus supplement will describe the specific terms of the warrants offered through that prospectus supplement, as well as any general terms described in this section that will not apply to those warrants.

         We may issue warrants for the purchase of our debt securities or our common stock. We may issue warrants independently or together with other securities, and they may be attached to or separate from the other securities. Each series of warrants will be issued under a separate warrant agreement that we will enter into with a bank or trust company, as warrant agent, as detailed in the applicable prospectus supplement. The warrant agent will act solely as an agent of Viad Corp in connection with the warrants and will not assume any obligation, or agency or trust relationship, with you. The forms of warrant agreements, including the forms of warrant certificates, are filed as exhibits to the registration statement of which this prospectus is a part.

         You should refer to the provisions of the warrant agreements for more specific information. The prospectus supplement relating to a particular issue of warrants will describe the terms of those warrants, including, where applicable:

• the exercise price for our debt securities, the amount of debt securities you will receive upon exercise, and a description of that series of debt securities;

• the exercise price for shares of our common stock and the number of shares of common stock you will receive upon exercise;

• the expiration date;

• whether the warrants will be issued in registered or bearer form, or both;

• U.S. federal income tax consequences; and

• any other terms of the warrants.

         After your warrants expire they will become void. The prospectus supplement will describe how you may exercise your warrants. You must exercise warrants for our common stock through payment in U.S. dollars. The prospectus supplement may provide for the adjustment of the exercise price of the warrants.

         Until you exercise your warrants to purchase our debt securities or common stock, you will not have any rights as a holder of our debt securities or common stock, as the case may be, by virtue of your ownership of warrants.

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PLAN OF DISTRIBUTION

         We may sell the offered securities in and outside the United States (a) through underwriters or dealers, (b) directly to purchasers, including our affiliates, (c) through agents or (d) through a combination of any of these methods. The prospectus supplement will include the following information:

• the terms of the offering;

• the names of any underwriters or agents;

• the name or names of any managing underwriter or underwriters;

• the purchase price of the securities;

• the net proceeds from the sale of the securities;

• any delayed delivery arrangements;

• any underwriting discounts, commissions and other items constituting underwriters’ compensation;

• any initial public offering price;

• any discounts or concessions allowed or reallowed or paid to dealers; and

• any commissions paid to agents.

Sale Through Underwriters Or Dealers

         If underwriters are used in the sale, the underwriters will acquire the securities for their own account. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless we inform you otherwise in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.

         During and after an offering through underwriters, the underwriters may purchase and sell the securities in the open market. These transactions may include overallotment and stabilizing transactions and purchases to cover syndicate short positions created in connection with the offering. The underwriters may also impose a penalty bid, which means that selling concessions allowed to syndicate members or other broker-dealers for the offered securities sold for their account may be reclaimed by the syndicate if the offered securities are repurchased by the syndicate in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the offered securities, which may be higher than the price that might otherwise prevail in the open market. If commenced, the underwriters may discontinue these activities at any time.

         Some or all of the securities that we offer through this prospectus may be new issues of securities with no established trading market. Any underwriters to whom we sell our securities for public offering and sale may make a market in those securities, but they will not be obligated to and they may discontinue any market making at any time without notice. Accordingly, we cannot assure you of the liquidity of, or continued trading markets for, any securities that we offer.

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         If dealers are used in the sale of securities, we will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. We will include in the prospectus supplement the names of the dealers and the terms of the transaction.

Direct Sales and Sales Through Agents

         We may sell the securities directly. In this case, no underwriters or agents would be involved. We may also sell the securities through agents designated from time to time. In the prospectus supplement, we will name any agent involved in the offer or sale of the offered securities, and we will describe any commissions payable to the agent. Unless we inform you otherwise in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.

         We may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act of 1933 with respect to any sale of those securities. We will describe the terms of any such sales in the prospectus supplement.

Delayed Delivery Contracts

         If we so indicate in the prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities from us at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The prospectus supplement will describe the commission payable for solicitation of those contracts.

General Information

         We may have agreements with the agents, dealers and underwriters to indemnify them against certain civil liabilities, including liabilities under the Securities Act of 1933, or to contribute with respect to payments that the agents, dealers or underwriters may be required to make. Agents, dealers and underwriters may be customers of, engage in transactions with or perform services for us in the ordinary course of their businesses.

LEGAL MATTERS

         Scott E. Sayre, Esq. has passed upon the validity of our common stock, debt securities, preferred stock and warrants to be offered pursuant to this prospectus.

EXPERTS

         The financial statements incorporated in this prospectus by reference from Viad’s Annual Report on Form 10-K for the year ended December 31, 2001 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the restatement of the consolidated financial statements for the fiscal years ended December 31, 2000 and 1999), and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

         We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy the registration statement of which this prospectus forms a part and any other document we file at the SEC’s public reference section, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the worldwide web site (http://www.sec.gov) maintained by the SEC. Information regarding the operation of the public reference section can be obtained by calling 1-800-SEC-0330. Our common stock and $4.75 Preferred Stock are listed on the

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New York Stock Exchange, where reports, proxy statements and other information concerning Viad Corp can also be inspected. The offices of the NYSE are located at 20 Broad Street, New York, New York 10005.

         The SEC allows us to “incorporate by reference” the information we file with them. This means that we can disclose important information to you in this prospectus by referring you to those documents. These incorporated documents contain important business and financial information about us that is not included in or delivered with this prospectus. The information incorporated by reference is considered to be part of this prospectus, and later information filed with the SEC will update and supersede this information.

         We incorporate by reference into this prospectus:

• our Current Report on Form 8-K filed with the SEC on January 24, 2002;

• our Annual Report on Form 10-K for the fiscal year ended December 31, 2001 filed with the SEC on February 26, 2002;

• our Current Report on Form 8-K filed with the SEC on February 28, 2002;

• our Proxy Statement on Schedule 14A, relating to our annual meeting of shareholders to be held on May 14, 2002, filed with the SEC on March 29, 2002;

• our Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, filed with the SEC on May 1, 2002; and

• any future filings made by us with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell all of the securities.

         We will provide without charge to each person, including any beneficial owner, to whom a prospectus is delivered, on written or oral request of that person, a copy of any or all of the documents we are incorporating by reference into this prospectus, other than exhibits to those documents unless such exhibits are specifically incorporated by reference into those documents. Such written requests should be addressed to:

Viad Corp
Viad Tower
1850 North Central Avenue
Phoenix, Arizona 85077
Attention: Secretary

         You may direct telephone requests to the Secretary of Viad Corp at (602) 207-4000.

         No dealer, salesperson or other person is authorized to provide any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses Of Issuance And Distribution

         The estimated expenses in connection with the issuance and distribution of the securities being registered, other than underwriting compensation, are:

SEC Registration Fee*		$	172,414
Legal Fees and Expenses		$	150,000
Accounting Fees and Expenses		$	100,000
Trustee’s and Registrar’s Fees and Expenses		$	20,000
Rating Agency Fees		$	150,000
Blue Sky Fees and Expenses		$	2,000
Printing and Engraving Fees		$	25,000
Miscellaneous		$	15,000
	Total	$	634,414

* Paid upon the initial filing of this Registration Statement with the Commission on July 7, 1994.

Item 15. Indemnification Of Directors And Officers

         Delaware General Corporation Law. Under Section 145 of the Delaware General Corporation Law (the “DGCL”), Viad Corp is empowered to indemnify its directors and officers in the circumstances therein provided. Certain portions of Section 145 are summarized below:

         Section 145(a) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in the manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, did not have reasonable cause to believe such person’s conduct was unlawful.

         Section 145(b) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

         Section 145(c) of the DGCL provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in

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Section 145(a) and (b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

         Section 145(d) of the DGCL provides that any indemnification under Section 145(a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 145(a) and (b). Such determination shall be made, with respect to a person who is a director of officer at the time of such determination, (1) by a majority vote of the directors who were not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

         Section 145(e) of the DGCL provides that expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in Section 145. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

         Section 145(f) of the DGCL provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

         Section 145(g) of the DGCL provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145.

         Certificate of Incorporation and By-Laws. The Certificate of Incorporation of Viad Corp provides that no director of Viad Corp shall be personally liable to Viad Corp or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption or limitation is prohibited under the DGCL as it currently exists or as it may be amended in the future. The Certificate of Incorporation and By-Laws also provide that Viad Corp shall indemnify each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of Viad Corp or is or was serving at the request of Viad Corp as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (whether the basis of such action, suit or proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer), to the fullest extent authorized by the DGCL as it currently exists or as it may be amended in the future, against all expense, liability and loss (including attorneys’ fees, judgments, fines, payments in settlement and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974, as in effect from time to time) reasonably incurred or suffered by such person. Such indemnification shall continue as to a person who ceases to be a director or officer of Viad Corp and shall inure to the benefit of such person’s heirs, executors and administrators. Viad Corp shall not be required to indemnify a person in connection with such action, suit or proceeding initiated by such person if it was not authorized by the Board of Directors except under limited circumstances.

         The By-Laws also provides that Viad Corp shall pay the expenses of directors and officers incurred in defending any such action, suit or proceeding in advance of its final disposition; provided, however, that, if and to the extent that the DGCL requires, the payment of expenses incurred by a director or officer in advance of the final disposition of any action, suit or proceeding shall be made only upon receipt of an undertaking by the director or

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officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under the Certificate of Incorporation or otherwise. If a claim for indemnification or advancement of expenses by an officer or director under the By-Laws is not paid in full within 30 calendar days after a written claim therefor has been received by Viad Corp, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled also to be paid the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any action, suit or proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to Viad Corp) that the claimant has not met the standard of conduct which makes it permissible under the DGCL for Viad Corp to indemnify the claimant for the amount claimed. Viad Corp shall have the burden of providing such defense. Neither the failure of Viad Corp to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in circumstances because the claimant has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by Viad Corp that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The right to indemnification and the payment of expenses conferred on any person by the By-Laws shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation or By-Laws of Viad Corp, agreement, vote of stockholders or disinterested directors or otherwise.

         Any repeal or modification of the provisions of the Certificate of Incorporation described herein by the stockholders of Viad Corp will not adversely affect any limitation on the personal liability of directors for, or any rights of directors in respect of, any cause of action, suit or claim accruing or arising prior to the repeal or modification.

         The Certificate of Incorporation also provides that Viad Corp may maintain insurance to protect itself and any director, officer, employee or agent of Viad Corp or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not Viad Corp would have the power to indemnify such person against such expense, liability or loss under DGCL.

Item 16. Exhibits

1.1(a)	Form of Underwriting Agreement for Debt Securities and Warrants to Purchase Debt Securities.*
1.1(b)	Form of Underwriting Agreement for Equity Securities and Warrants to Purchase Common Stock.*
1.2	Form of Selling Agency Agreement (with Medium-Term Note Administrative Procedures annexed thereto).*
4.1	Senior Indenture, between Viad Corp and J.P. Morgan Trust Company, N.A., formerly Chase Manhattan Bank, N.A., as trustee, dated as of April 1, 1993 incorporated herein by reference to Exhibit 4.1 of the Registration Statement on Form S-3 (Registration No. 33-61092) filed on April 15, 1993.
4.2	Form of Senior Note, incorporated herein by reference to Exhibit 4.2 of the Registration Statement on Form S-3 (Registration No. 33-61092) filed on April 15, 1993.
4.3	Form of Fixed Rate Medium-Term Note, incorporated herein by reference to Exhibit 4.3 of the Registration Statement on Form S-3 (Registration No. 33-61092) filed on April 15, 1993.
4.4	Form of Floating Rate Medium-Term Note, incorporated herein by reference to Exhibit 4.4 of the Registration Statement on Form S-3 (Registration No. 33-61092) filed on April 15, 1993.
4.5	Certificate of Incorporation of Viad Corp, incorporated herein by reference to Exhibit 3.A to Viad Corp’s 1996 Form 10-K.
4.6	Bylaws of Viad Corp, incorporated herein by reference to Exhibit 3.B to Viad Corp’s 1998 Form 10-K.

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4.7	Subordinated Indenture between Viad Corp and Wachovia Bank, National Association, as trustee, dated as of May 14, 2002.
4.8	Form of Subordinated Debt Securities.*
4.9(a)	Form of Warrant Agreement for Debt Securities.*
4.9(b)	Form of Warrant Agreement for Equity Securities.*
4.10	Form of Deposit Agreement (including Form of Depositary Receipt).*
4.11	Rights Agreement, dated as of February 28, 2002, between Viad Corp and Wells Fargo Bank Minnesota, N.A., as Rights Agent, incorporated by reference to Exhibit 4.1 to Form 8-A filed on February 28, 2002.
5	Opinion of Scott E. Sayre, Esq. regarding the legality of the securities offered by this Registration Statement.
12.1	Computation of ratio of earnings to fixed charges.
12.2	Computation of ratio of earnings to fixed charges and preferred stock dividends.
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of Scott E. Sayre, Esq. (included in Exhibit 5)
24	Powers of Attorney of directors and certain officers of the registrant are included on pages II-6 and 7.
25.1	Statement of Eligibility on Form T-1 of J.P. Morgan Trust Company, N.A., formerly Chase Manhattan Bank, N.A., as trustee under the Senior Indenture.
25.2	Statement of Eligibility on Form T-1 of Wachovia Bank, National Association, as trustee under the Subordinated Indenture.

* Previously filed with this Registration Statement on July 7, 1994.

Item 17. Undertakings

         (A)  The undersigned registrant hereby undertakes:

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

                           (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

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

II-4

aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; or

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

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

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

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

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

         (D)  The undersigned registrants hereby undertake that:

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

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

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SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Viad Corp has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, state of Arizona, on the 14th day of May, 2002.

VIAD CORP

By:  /s/  Robert H. Bohannon

Robert H. Bohannon
Chairman of the Board, President and
Chief Executive Officer

         We, the undersigned officers and directors of Viad Corp, hereby severally constitute and appoint Robert H. Bohannon and Kimbra A. Fracalossi and each of them singly, our true and lawful attorney and agent with full power and authority to sign for us and in our names in the capacities indicated below, the registration statement on Form S-3 of Viad Corp and any and all amendments or supplements, whether pre-effective or post-effective, to said registration statement (including, without limitation, any registration statement and post-effective amendment thereto filed pursuant to Rule 462 (b) under the Securities Act of 1933, as amended (the “Securities Act”)) and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Viad Corp to comply with the provisions of the Securities Act, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signature as then may be signed by our said attorneys or any of them, to said registration statement and any and all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, this Post Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

SIGNATURE	CAPACITY
/s/ Robert H. Bohannon Robert H. Bohannon	Chairman of the Board, President and Chief Executive Officer
/s/ Kimbra A. Fracalossi Kimbra A. Fracalossi	Chief Financial Officer (Principal Financial Officer)
/s/ Ellen M. Ingersoll Ellen M. Ingersoll	Vice President — Controller (Principal Accounting Officer)
/s/ Jess Hay Jess Hay	Director

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SIGNATURE	CAPACITY
/s/ Judith K. Hofer Judith K. Hofer	Director
/s/ Donald E. Kiernan Donald E. Kiernan	Director
/s/ Jack F. Reichert Jack F. Reichert	Director
/s/ Linda Johnson Rice Linda Johnson Rice	Director
/s/ Douglas L. Rock Douglas L. Rock	Director
/s/ Timothy R. Wallace Timothy R. Wallace	Director

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Exhibit Index

1.1(a)	Form of Underwriting Agreement for Debt Securities and Warrants to Purchase Debt Securities.*
1.1(b)	Form of Underwriting Agreement for Equity Securities and Warrants to Purchase Common Stock.*
1.2	Form of Selling Agency Agreement (with Medium-Term Note Administrative Procedures annexed thereto).*
4.1	Senior Indenture, between Viad Corp and J.P. Morgan Trust Company, N.A., formerly Chase Manhattan Bank, N.A., as trustee, dated as of April 1, 1993 incorporated herein by reference to Exhibit 4.1 of the Registration Statement on Form S-3 (Registration No. 33-61092) filed on April 15, 1993.
4.2	Form of Senior Note, incorporated herein by reference to Exhibit 4.2 of the Registration Statement on Form S-3 (Registration No. 33-61092) filed on April 15, 1993.
4.3	Form of Fixed Rate Medium-Term Note, incorporated herein by reference to Exhibit 4.3 of the Registration Statement on Form S-3 (Registration No. 33-61092) filed on April 15, 1993.
4.4	Form of Floating Rate Medium-Term Note, incorporated herein by reference to Exhibit 4.4 of the Registration Statement on Form S-3 (Registration No. 33-61092) filed on April 15, 1993.
4.5	Certificate of Incorporation of Viad Corp, incorporated herein by reference to Exhibit 3.A to Viad Corp’s 1996 Form 10-K.
4.6	Bylaws of Viad Corp, incorporated herein by reference to Exhibit 3.B to Viad Corp’s 1998 Form 10-K.

4.7	Subordinated Indenture between Viad Corp and Wachovia Bank, National Association, as trustee, dated as of May 14, 2002.
4.8	Form of Subordinated Debt Securities.*
4.9(a)	Form of Warrant Agreement for Debt Securities.*
4.9(b)	Form of Warrant Agreement for Equity Securities.*
4.10	Form of Deposit Agreement (including Form of Depositary Receipt).*
4.11	Rights Agreement, dated as of February 28, 2002, between Viad Corp and Wells Fargo Bank Minnesota, N.A., as Rights Agent, incorporated by reference to Exhibit 4.1 to Form 8-A filed on February 28, 2002.
5	Opinion of Scott E. Sayre, Esq. regarding the legality of the securities offered by this Registration Statement.
12.1	Computation of ratio of earnings to fixed charges.
12.2	Computation of ratio of earnings to fixed charges and preferred stock dividends.
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of Scott E. Sayre, Esq. (included in Exhibit 5)
24	Powers of Attorney of directors and certain officers of the registrant are included on pages II-6 and 7.
25.1	Statement of Eligibility on Form T-1 of J.P. Morgan Trust Company, N.A., formerly Chase Manhattan Bank, N.A., as trustee under the Senior Indenture.
25.2	Statement of Eligibility on Form T-1 of Wachovia Bank, National Association, as trustee under the Subordinated Indenture.

* Previously filed with this Registration Statement on July 7, 1994.

EX-4.7 3 p66541ex4-7.txt EX-4.7 Exhibit 4.7 VIAD CORP AND WACHOVIA BANK, NATIONAL ASSOCIATION TRUSTEE Indenture Dated as of May 14, 2002 Providing for the Issuance of Convertible and Non-convertible Subordinated Debt Securities This Cross Reference Sheet, showing the location in the Indenture of the provisions inserted pursuant to Sections 310-318(u), inclusive, of the Trust Indenture Act of 1939, is not to be considered a part of the Indenture. TRUST INDENTURE ACT CROSS REFERENCE SHEET

Sections of Trust Sections of Indenture Act Indenture 310(a)(1) ............................................. 10.06 310(a)(2) ............................................. 10.06 310(a)(3) ............................................. Not applicable 310(a) (4) ............................................ Not applicable 310(b) ................................................ 10.07 311 ................................................... 10.03 312 ................................................... 9.02 313 ................................................... 9.03 314(a) ................................................ 9.04 314(b) ................................................ Not applicable 314(c) ................................................ 14.03 314(d) ................................................ Not applicable 314(e) ................................................ 14.03 315(a) ................................................ 10.01 315(b) ................................................ 10.11 315(c) ................................................ 10.01 315(d) ................................................ 10.01 315(e) ................................................ 6.08 316(a) ................................................ 6.06 and 7.03 316(b) ................................................ 6.07 317(a) ................................................ 6.03 and 6.04 317(b) ................................................ 5.03 318(a) ................................................ 14.05

TABLE OF CONTENTS*

PAGE PARTIES................................................................... 1 RECITALS.................................................................. 1 Authority of the Company to borrow money and issue obligations................................................. 1 Corporate action taken to authorize issue of Securities .................................................... 1 Corporate action taken to authorize execution of Indenture...................................................... 1 ARTICLE ONE DEFINITIONS SECTION 1.01. Terms, unless otherwise defined, to have meanings assigned in the Trust Indenture Act of 1939............................................. 2 SECTION 1.02. Definitions: Act..................................................... 2 Affiliate ............................................. 2 Authenticating Agent .................................. 2 Board Resolution........................................ 2 Business Day............................................ 2 Capital Stock .......................................... 2 Commission ............................................. 2 Common Stock............................................ 3 Company................................................. 3 Depositary ............................................. 3 Event of default........................................ 3 Indebtedness............................................ 3 Indenture .............................................. 3 Interest Payment Date................................... 4 Lien ................................................... 4 Mandatory Sinking Fund Payment.......................... 4 Maturity................................................ 4 Officers' Certificate................................... 4 Opinion of Counsel...................................... 4

* The Table of Contents is not part of the Indenture. ii Optional Sinking Fund Payment.......................... 4 Outstanding............................................ 4 Person................................................. 5 Preferred Stock ....................................... 5 Principal Office of the Trustee ....................... 5 Record Date............................................ 5 Redemption Date........................................ 5 Redemption Price....................................... 5 Responsible Officers .................................. 6 Restricted Subsidiary ................................. 6 Security .............................................. 6 Security Co-Registrar ................................. 6 Security Register; Security Registrar ................. 6 Securityholder; holder of Securities; holder; registered holder .................................... 6 Senior Indebtedness ................................... 6 Stated Maturity ....................................... 6 Subsidiary ............................................ 6 Trustee ............................................... 7 Trust Indenture Act of 1939 or Trust Indenture Act .... 7 Unrestricted Subsidiary ............................... 7 Voting Stock .......................................... 7 ARTICLE TWO FORM, EXECUTION, DELIVERY, TRANSFER AND EXCHANGE OF SECURITIES SECTION 2.01. Forms generally......................................... 7 Record Dates........................................... 8 Place of payment, denominations and numbering of Securities .......................... 8 SECTION 2.02. Terms of series ........................................ 8 SECTION 2.03. Certificate of authentication necessary to make Securities valid.............................. 10 SECTION 2.04. Form of certificate of authentication .................. 10 SECTION 2.05. The Company to maintain register at office or agency in New York .......................................... 11 Registration and registration of transfer of Securities ............................... 11 Exchange of Securities ................................. 12 Payment in connection with registration of transfer or exchange of Securities ................ 12 Persons who may be treated as owners of Securities......................................... 13 iii SECTION 2.06. Replacing Securities mutilated, destroyed, lost or stolen ................................... 14 SECTION 2.07. Rights to interest accrued and unpaid, and to accrue, on Securities delivered in exchange or substitution for other Securities .................................................. 14 SECTION 2.08. Temporary Securities ........................................ 15 ARTICLE THREE ISSUE OF SECURITIES SECTION 3.01. Authentication, Delivery and Dating ......................... 15 ARTICLE FOUR REDEMPTION OF SECURITIES; SINKING FUND SECTION 4.01. Applicability of right of redemption ........................ 17 SECTION 4.02. Notice of redemption ........................................ 18 Interest to cease after redemption date ..................... 18 Selection of Securities on partial redemption ............... 18 SECTION 4.03. Securities of any series to be canceled and discharged on specific conditions .................... 19 SECTION 4.04. Applicability of sinking fund ............................... 19 SECTION 4.05. Mandatory sinking fund obligation ........................... 19 SECTION 4.06. Optional redemption at sinking fund redemption price .................................................... 20 SECTION 4.07. Application of sinking fund payments ........................ 20 ARTICLE FIVE PARTICULAR COVENANTS OF THE COMPANY SECTION 5.01. To pay principal, premium, if any, and interest ............................................. 21 SECTION 5.02. To maintain office or agency in New York .................... 21 SECTION 5.03. The Company, or paying agent, to hold in trust moneys for payment of principal, premium, if any, and interest ............................ 22 SECTION 5.04. Maintenance of corporate existence .......................... 23 iv ........................................................................... SECTION 5.05. Restrictions on consolidation, merger, sale, etc ................................................ 23 SECTION 5.06. Annual statement concerning compliance with covenants ....... 23 SECTION 5.07. Compliance with covenants and conditions may be waived by holders of Securities .................... 23 ARTICLE SIX REMEDIES OF TRUSTEE AND SECURITYHOLDERS SECTION 6.01. Events of default ........................................... 24 SECTION 6.02. Acceleration of maturity of principal on default ............................................... 25 Waiver of acceleration of maturity .......................... 25 SECTION 6.03. The Company, failing for 30 days to pay any installment of interest or sinking fund payment or failing to pay principal when due, will pay to Trustee at its request whole amount due ................................ 26 Upon failure to pay, Trustee may recover judgment for ratable benefit of Securityholders .......... 27 SECTION 6.04. Trustee appointed attorney-in-fact for Securityholders to file claims .............................. 27 SECTION 6.05. Application of moneys collected by Trustee .................................................. 28 SECTION 6.06. Securityholders may direct proceedings and waive defaults ....................................... 28 SECTION 6.07. Limitations on rights of Securityholders to institute proceedings ................................. 29 SECTION 6.08. Assessment of costs and attorneys' fees in legal proceedings ..................................... 29 SECTION 6.09. Remedies cumulative ......................................... 30 ARTICLE SEVEN CONCERNING THE SECURITYHOLDERS SECTION 7.01. Evidence of action by Securityholders ....................... 30 SECTION 7.02. Proof of execution of instruments and of holding of Securities .................................. 31 SECTION 7.03. Securities owned by the Company or other obligor on the Securities to be disregarded in certain cases .............................. 31 SECTION 7.04. Revocation by Securityholders of consents to action ........................................ 31 13 v ARTICLE EIGHT SECURITYHOLDERS' MEETINGS SECTION 8.01. Purposes of meetings.................................. 32 SECTION 8.02. Call of meetings by Trustee .......................... 32 SECTION 8.03. Call of meetings by Company or Securityholders ....... 32 SECTION 8.04. Qualifications for voting ............................ 33 SECTION 8.05. Regulation of meetings ............................... 33 SECTION 8.06. Voting................................................ 33 SECTION 8.07. No delay of rights by meeting ........................ 34 ARTICLE NINE REPORTS BY THE COMPANY AND THE TRUSTEE AND SECURITYHOLDERS' LISTS SECTION 9.01. Company to Furnish Trustee Names and Addresses of Holders............................ 34 SECTION 9.02. Preservation of Information; Communications to Holders........................... 34 SECTION 9.03. Reports by Trustee ................................... 35 SECTION 9.04. Reports by Company ................................... 35 vi ARTICLE TEN CONCERNING THE TRUSTEE SECTION 10.01. Certain Rights of Trustee.................................. 36 SECTION 10.02. Not Responsible for Recitals or Issuance of Securities ............................... 37 SECTION 10.03. May Hold Securities ....................................... 37 SECTION 10.04. Money Held in Trust ....................................... 37 SECTION 10.05. Compensation and Reimbursement ............................ 37 SECTION 10.06. Corporate Trustee Required; Eligibility ............................................. 38 SECTION 10.07. Resignation and Removal; Appointment of Successor ................................ 38 SECTION 10.08. Acceptance of Appointment by Successor .................... 39 SECTION 10.09. Merger, Conversion, Consolidation or Succession to Business .................................. 41 SECTION 10.10. Appointment of Authenticating Agent ....................... 41 SECTION 10.11. Notice of Defaults ........................................ 42 ARTICLE ELEVEN DEFEASANCE SECTION 11.01. Discharge of Indenture upon payment of Securities.......... 42 SECTION 11.02. Discharge of Securities of any series upon deposit of moneys................................... 43 SECTION 11.03. Interest on moneys deposited............................... 43 Moneys unclaimed for three years to be returned to the Company ................................. 43 Moneys deposited with Trustee to pay principal, premium, if any, or interest to be held in trust 43 ARTICLE TWELVE IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES SECTION 12.01. Liability solely corporate................................. 44 vii ARTICLE THIRTEEN SUPPLEMENTAL INDENTURES SECTION 13.01. Without consent of Securityholders, the Company and Trustee may enter into supplemental indentures for specified purposes........................................... 44 SECTION 13.02. Modification of Indenture by supplemental indenture with consent of Securityholders ................................ 46 SECTION 13.03. Upon request of the Company, Trustee to join in execution of supplemental indenture............. 46 SECTION 13.04. Effect of supplemental indenture ..................... 47 SECTION 13.05. Matters provided for in supplemental indenture may be noted on Securities, or new Securities appropriately modified may be issued in exchange for outstanding Securities ......................... 47 SECTION 13.06. Supplemental indentures to conform to Trust Indenture Act of 1939 ........................ 47 SECTION 13.07. Effect of supplemental indenture on Senior Indebtedness ................................ 47 ARTICLE FOURTEEN MISCELLANEOUS PROVISIONS SECTION 14.01. Consolidation, merger, sale or lease.................. 48 SECTION 14.02. Rights under Indenture confined to parties and holders of Securities................ 48 SECTION 14.03. Evidence of compliance with conditions precedent........................... 48 As evidence of compliance, Officers' Certificate and Opinion of Counsel to be furnished to Trustee ............................ 48 Contents of certificates and opinions Trustee may examine books and records of the Company......................................... 49 SECTION 14.04. Cancellation of Securities........................... 49 SECTION 14.05. Provisions required by Trust Indenture Act of 1939 to control ............................. 50 SECTION 14.06. Action of authorized committee deemed to be action of Board of Directors ................... 50 SECTION 14.07. Notices .............................................. 50 viii SECTION 14.08. Act of Holders ....................................... 50 SECTION 14.09. Payments due on Non-Business days .................... 51 SECTION 14.10. Execution in counterparts ............................ 52 SECTION 14.11. Indenture deemed a New York contract ................. 52 ARTICLE FIFTEEN SUBORDINATION OF SECURITIES SECTION 15.01. Agreement to Subordinate.............................. 52 SECTION 15.02. Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities.......... 52 SECTION 15.03. Unconditional Obligation of the Company to make Payments on Securities ........................ 54 SECTION 15.04. Prior Payments of Senior Indebtedness upon Maturity; No Payment on Securities upon event of default on Senior Indebtedness ............ 54 SECTION 15.05. Payments on Securities Permitted ..................... 55 SECTION 15.06. Trustee as Holder of Senior Indebtedness ............. 55 SECTION 15.07. No Impairment of Right to Enforce Subordination by Holders of Senior Indebtedness .................. 56 SECTION 15.08. Authorization of Holders of Securities to Holders of Senior Indebtedness and Trustee to Effect Subordination ...................................... 56 SECTION 15.09. No Fiduciary Duty by Trustee to Holders of Senior Indebtedness ................................ 56 SECTION 15. 10 All Provisions of Indenture Subject to this Article .. 56 TESTIMONIUM ............................................................ 57 SIGNATURES AND SEALS.................................................... 57 ACKNOWLEDGEMENTS........................................................ 58-59 1 INDENTURE, dated as of May 14, 2002, between VIAD CORP, a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "Company"), party of the first part, and Wachovia Bank, National Association, as trustee (hereinafter called the "Trustee"), party of the second part. RECITALS The Company is authorized and empowered to borrow money for its corporate purposes and to issue its bonds, debentures, notes and other obligations for money so borrowed. The Company has duly authorized the issue, in one or more series as in this Indenture provided, from time to time of its subordinated debt securities (hereinafter called the "Securities"), which may be either convertible or non-convertible, and, to provide the general terms and conditions upon which the Securities are to be authenticated, issued and delivered. The Company has duly authorized the execution and delivery of this Indenture. The Trustee has power to enter into this Indenture and to accept and execute the trusts herein created. The Company represents that all acts and things necessary to make the Securities, when executed by the Company and authenticated and delivered by the Trustee as in this Indenture provided and issued, the valid, binding and legal obligations of the Company, will, at the time of such execution, authentication and delivery, have been done and performed; that all acts and things necessary to constitute these presents a valid indenture and agreement according to its terms have been done and performed; that the execution of this Indenture has in all respects been duly authorized and the issue hereunder of the Securities will, at the time of the issue thereof, have in all respects been duly authorized; and that the Company, in the exercise of each and every legal right and power in it vested, executes this Indenture and proposes to make, execute, issue and deliver the Securities. NOW, THEREFORE, THIS INDENTURE WITNESSETH: That, in consideration of the premises and of the acceptance and purchase of the Securities by the holders thereof, the Company covenants and agrees with the Trustee, for the equal benefit of all the holders from time to time of the Securities, without preference, priority or distinction of any thereof over any other thereof by reason of priority in time of issuance or negotiation, or otherwise, as follows: 2 ARTICLE ONE DEFINITIONS SECTION 1.01. Unless otherwise defined in this Indenture or the context otherwise requires, all terms used herein shall have the meanings assigned to them in the Trust Indenture Act of 1939. SECTION 1.02. Unless the context otherwise requires, the terms defined in this Section 1.02 shall for all purposes of this Indenture have the meanings hereinafter set forth, the following definitions to be equally applicable to both the singular and the plural forms of any of the terms herein defined: Act: The term "Act", when used with respect to any holders, has the meaning specified in Section 14.08. Affiliate: The term "Affiliate" means, with respect to any specified person, any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For the purposes of this definition, "control" when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. Authenticating Agent: The term "Authenticating Agent" means the Trustee and/or the authenticating agent, if any, appointed by the Trustee and acting pursuant to Section 10.10. Board Resolution: The term "Board Resolution" means a copy of a resolution or resolutions certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors or any committee of the Board of Directors (or committee of officers or other representatives of the Company, to the extent that any such committee or committees have been authorized by the Board of Directors to establish or approve the matters contemplated by Section 2.02 hereof) and to be in full force and effect on the date of such certification, and delivered to the Trustee. Business day: The term "business day" shall mean a day which in The City of New York or Houston is not a day on which banking institutions are authorized or obligated by law or executive order to close. Capital Stock: The term "Capital Stock" shall mean, with respect to any person, all Common Stock and Preferred Stock of such person. Commission: The term "Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934 or, if at any time after the execution of this Indenture such Commission is not 3 existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. Common Stock: The term "Common Stock" shall mean, with respect to any person, any and all shares, interests and participations (however designated and whether voting or non-voting) in such person's common equity, whether now outstanding or issued after the date of this Indenture, and includes, without limitation, all series and classes of such common stock. Company: The term "Company" shall mean Viad Corp and, subject to the provisions of Section 14.01, shall also include its successors and assigns. Depositary: With respect to the Securities of any series issuable or issued in whole or in part in global form, the person designated as Depositary by the Company pursuant to Section 2.02 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Depositary" shall mean or include each person who is then a Depositary hereunder, and if at any time there is more than one such person, "Depositary" as used with respect to the Securities of any such series shall mean the "Depositary" with respect to the Securities of that series. Event of default: The term "event of default" shall have the meaning specified in Section 6.01. Indebtedness: The term "Indebtedness" shall mean, with respect to any person, (a) any liability of such person (1) for borrowed money, or under any reimbursement obligation, contingent or otherwise, relating to an acceptance, letter of credit or similar facilities, or (2) evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any businesses, properties or assets of any kind (other than a trade payable or a current liability arising in the ordinary course of business), or (3) for the payment of money relating to a capitalized lease; (b) all obligations of such person to purchase redeem, retire, defease or otherwise make any payment in respect of any Capital Stock of or other ownership or profit interest in such person or any of its Affiliates or any warrants, rights or options to acquire such Capital Stock, valued, in the case of redeemable stock, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (c) any liability of others described in the preceding clause (a) that the person has guaranteed or that is otherwise its legal liability; and (d) any amendment, supplement, modification, deferral, renewal, extension or refunding of any liability of the types referred to in clauses (a), (b) and (c) above. For purposes of determining any particular amount of Indebtedness under this definition, guarantees of (or obligations with respect to letters of credit supporting) Indebtedness otherwise included in the determination of such amount shall not also be included. Indenture: The term "Indenture" or "this Indenture" shall mean this instrument and all indentures supplemental hereto. 4 Interest Payment Date: The term "Interest Payment Date" when used with respect to any Security shall mean the Stated Maturity of an installment of interest on such Security. Lien: The term "Lien" means any mortgage, lien, charge, claim, security interest, pledge, hypothecation, right of another under any conditional sale or other title retention agreement, or any other encumbrance affecting title to property. Mandatory Sinking Fund Payment: The term "Mandatory Sinking Fund Payment" shall have the meaning specified in Section 4.04. Maturity: The term "Maturity", with respect to any Security, shall mean the date on which the principal of such Security shall become due and payable as therein and herein provided, whether by declaration, call for redemption or otherwise. Officers' Certificate: The term "Officers' Certificate", when used with respect to the Company, shall mean a certificate signed by the Chairman of the Board of Directors, the President or any Vice President and by the Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller, the Secretary or any Assistant Secretary of the Company. Opinion of Counsel: The term "Opinion of Counsel" shall mean an opinion in writing signed by legal counsel, who may be counsel for the Company. Optional Sinking Fund Payment: The term "Optional Sinking Fund Payment" shall have the meaning specified in Section 4.04. Outstanding: The term "outstanding", when used as of any particular time with reference to Securities, shall mean, as of the date of determination and subject to Section 7.03, all Securities theretofore authenticated and delivered by the Trustee under this Indenture, except (a) Securities or portions thereof for which (i) funds, or as provided in Section 11.02 hereof, direct obligations of the United States of America, sufficient to pay the principal thereof, premium, if any, thereon and all unpaid interest thereon to Maturity or to the date fixed for the redemption thereof shall have been deposited in trust for such purpose as provided herein with the Trustee or with any paying agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent) and (ii) in case of redemption, notice of redemption thereof shall have been duly given or provision satisfactory to the Trustee for the giving of such notice shall have been made; (b) Securities which shall have been cancelled or surrendered to the Trustee for cancellation; and 5 (c) Securities in lieu of or in substitution for which other Securities shall have been authenticated and delivered pursuant to Section 2.05 or 2.06; provided, however, that in determining whether the holders of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. Person: The term "person" shall mean an individual, a corporation, a partnership, a joint venture, an association, a joint stock company, a trust, an unincorporated organization or a government or an agency or political subdivision thereof. Preferred Stock: The term "Preferred Stock" shall mean, with respect to any person, any and all shares, interests, participations or other equivalents (however designated) of such person's preferred or preference stock whether now outstanding or issued after the date of this Indenture, and includes, without limitation, all classes and series of preferred or preference stock. Principal Office of the Trustee: The term "Principal Office of the Trustee", or other similar term, shall mean the principal corporate trust office of the Trustee at which its principal trust business is administered. As of the date hereof, the Principal Office of the Trustee is located at 5847 San Felipe, Houston, Texas 77057 (telephone: (713) 278-4320 and telecopier: (713) 278-4329). Record Date: The term "Record Date" shall mean, with respect to any interest payable on any Security on any Interest Payment Date, the close of business on the date specified in such Security or, in the case of defaulted interest, the close of business on any subsequent record date established as provided in Section 2.01 (in each case whether or not such day is a business day). Redemption Date: The term "Redemption Date" when used with respect to any Security to be redeemed, in whole or in part, shall mean the date fixed for such redemption by or pursuant to this Indenture and the terms of such Security. Redemption Price: The term "Redemption Price" when used with respect to any Security to be redeemed shall mean the price (exclusive of accrued but unpaid interest) at which it is to be redeemed pursuant to this Indenture and the terms of such Security. 6 Responsible Officers: The term "Responsible Officers" of the Trustee hereunder shall mean and include the chairman and any vice chairman of the board of directors, the president, the chairman and any vice chairman of the executive committee of the board of directors, or any officer in the corporate trust department of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his knowledge of, and familiarity with, a particular subject. Restricted Subsidiary: The term "Restricted Subsidiary" means any Subsidiary which is designated as such by Board Resolution and at least a majority of the shares of Voting Stock of which shall at the time be owned, directly, by the Company or by one or more Restricted Subsidiaries or by the Company and one or more Restricted Subsidiaries. Security: The term "Security" shall mean one of the Securities duly authenticated by the Trustee and delivered pursuant to the provisions of this Indenture. Security Co-Registrar: The term "Security Co-Registrar" has the meaning specified in Section 2.05. Security Register, Security Registrar: The terms "Security Register" and "Security Registrar" have the respective meanings specified in Section 2.05. Securityholder, holder of Securities, holder, registered holder: The term "Securityholder" or "holder of Securities" or "holder" or "registered holder", with respect to a Security, shall mean the person in whose name such Security or Securities shall be registered in the register kept for that purpose hereunder. Senior Indebtedness: The term "Senior Indebtedness" means the principal of (and premium, if any) and unpaid interest on (i) Indebtedness of the Company (including Indebtedness of others guaranteed by the Company), whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed, for money borrowed (other than the Indebtedness evidenced by the Securities outstanding on the date hereof or thereafter created), unless in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such Indebtedness is not senior or prior in right of payment to the Securities or is made subordinate to any other Indebtedness of the Company on the same or substantially the same basis as the Securities are made subordinate and (ii) renewals, extensions, modifications and refundings of any such Indebtedness. Stated Maturity: The term "Stated Maturity" when used with respect to any Security or any installment of interest thereon shall mean the date specified in such Security as the fixed date on which the principal (or any portion thereof) of or premium, if any, on such Security or such installment of interest is due and payable. 7 Subsidiary: The term "Subsidiary" shall mean any corporation at least a majority of the Voting Stock of which shall at the time be owned, directly or indirectly, by the 8 Company, or one or more Subsidiaries, or by the Company and one or more Subsidiaries. Trustee: The term "Trustee" shall mean the trustee hereunder for the time being, whether original or successor, and if at any time there is more than one such trustee, "Trustee." as used with respect to the Securities of any series shall mean the trustee with respect to Securities of that series. Trust Indenture Act of 1939 or Trust Indenture Act: The term "Trust Indenture Act of 1939" or "Trust Indenture Act" shall mean such Act as amended from time to time except as provided in Section 13.06 or otherwise required by law. Unrestricted Subsidiary: The term "Unrestricted Subsidiary" shall mean any Subsidiary other than a Restricted Subsidiary. Voting Stock: The term "Voting Stock" means stock of any class or classes (however designated) having ordinary voting power for the election of a majority of the members of the board of directors (or any governing body) of such corporation, other than stock having such power only by reason of the happening of a contingency. Certain other terms, relating principally to provisions included in this Indenture in compliance with the Trust Indenture Act of 1939, are defined in Article Ten. ARTICLE TWO FORM, EXECUTION, DELIVERY, TRANSFER AND EXCHANGE OF SECURITIES SECTION 2.01. The Securities of each series shall be issuable in registered form and shall be in substantially such form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Securities may be listed, or to conform to usage. The Securities shall be issued, except as otherwise provided with respect to any series of Securities pursuant to Section 2.02, in the denomination of $1,000 and any larger denomination which is an integral multiple of $1,000 approved by the Company, such approval to be evidenced by the execution thereof. If Securities of a series are issuable in whole or in part in global form, any such Security may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding 9 Securities represented thereby may from time to time be reduced to reflect exchanges or increased to reflect the issuance of additional Securities. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made in such manner and by such person or persons, as shall be specified therein or in the Company order of authentication delivered to the Trustee pursuant to Section 2.04. The person in whose name any Security is registered at the close of business on any Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date notwithstanding the cancellation of such Security upon any transfer or exchange thereof subsequent to such Record Date and prior to such Interest Payment Date; provided, however, that, if and to the extent the Company shall default in the payment of the interest due on such Interest Payment Date, the defaulted interest shall be paid to the persons in whose names the outstanding Securities are registered on a subsequent record date, such record date to be not less than 5 days prior to the date of payment of such defaulted interest, established by notice given by mail by or on behalf of the Company to the holders of Securities not less than 15 days preceding such subsequent record date. The principal of and interest and premium, if any, on the Securities shall be payable at each office or agency of the Company designated pursuant to Section 5.02 for such purpose; provided, however, that interest may at the option of the Company be paid by check mailed to the address of the person entitled thereto as such address shall appear in the Security Register (including the records of any Security Co-Registrar). Such payments will be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. SECTION 2.02. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities shall be subordinated in right of payment, to Senior Indebtedness as provided in Article Fifteen. The Securities may be issued in one or more series. There shall be established by or pursuant to a Board Resolution, and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series: (a) the title of the Securities of the series (which shall distinguish the Securities of the series from the Securities of all other series, except to the extent that additional Securities of an existing series are being issued); (b) any limit upon the aggregate principal amount of the Securities of the series which may be outstanding under this Indenture (except as otherwise provided in Section 2.06, 2.08, 4.02 or 13.05); (c) the date or dates on which the principal of the Securities of the series is payable; 10 (d) the rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, or the method by which such date or dates shall be determined, the interest payment dates on which such interest shall be payable and the record dates for the determination of holders to whom interest is payable; (e) the place or places where the principal of, premium, if any, and interest on Securities of the series shall be payable; (f) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option; (g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a holder thereof and the price or prices at which the period or periods within which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; (h) if other than denominations of $1,000 or any integral multiple thereof, the denominations in which Securities of the series shall be issuable; (i) if other than the principal amount thereof, the portion of the principal amount of the Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 6.02; (j) the issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such Securities in global form, and the terms and conditions, if any, upon which interests in such Securities in global form may be exchanged, in whole or in part, for the individual Securities represented thereby; (k) any deletions from, modifications of or additions to the events of default or covenants of the Company with respect to any of such Securities, whether or not such events of default or covenants are consistent with the events of default or covenants set forth herein; (1) if the Securities of such series will be issuable upon the conversion of other securities of the Company or upon the exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered; (m) if the Securities of the series will be convertible into or exchangeable for Common Stock or other securities of the Company and, if so, the terms and conditions upon which such Securities will be so convertible or exchangeable; and (n) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture). 11 All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided by or pursuant to such Board Resolution, and set forth in such Officers' Certificate, or in any such indenture supplemental hereto. If any of the terms of a series of Securities are established by action taken pursuant to a Board Resolution, a copy of such Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of such series. All Securities of any one series need not be issued at the same time and, unless otherwise so provided by the Company, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. SECTION 2.03. The Securities shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, its President or one of its Vice Presidents, under its corporate seal (which may be printed, engraved or otherwise reproduced thereon, by facsimile or otherwise) which shall be attested by the manual or facsimile signature of its Secretary, or one of its Assistant Secretaries. The Securities shall then be delivered to the Trustee or the Authenticating Agent for authentication by it, and thereupon, as provided herein, the Trustee or the Authenticating Agent shall authenticate and deliver such Securities. In case any officer of the Company who shall have signed any of the Securities shall cease to be such officer of the Company before the Securities so signed shall have been actually authenticated and delivered by the Trustee or the Authenticating Agent, such Securities may nevertheless be issued, authenticated and delivered as though the person who signed such Securities had not ceased to be such officer of the Company; and also any of the Securities may be signed on behalf of the Company by any person who at the time of the execution of such Securities shall be the proper officer of the Company, even though at the date of the execution of this Indenture such person may not have been such officer of the Company. SECTION 2.04. Only such of the Securities as shall bear thereon a certificate substantially in the form of the Trustee's certificate of authentication hereinafter recited, executed by the Trustee or the Authenticating Agent, shall be valid or become obligatory for any purpose or entitle the holder thereof to any right or benefit under this Indenture, and the certificate of authentication by the Trustee or the Authenticating Agent upon any such Security executed on behalf of the Company as aforesaid shall be conclusive evidence, and the only evidence, that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder thereof is entitled to the benefits of this Indenture. 12 The Trustee's certificate of authentication on all Securities shall be in substantially the following form: This is one of the Securities issued under the Indenture described herein. Wachovia Bank, National Association, as Trustee By___________________________________________ Authorized Signatory or (if an Authenticating Agent is appointed pursuant to Section 10.10) Wachovia Bank, National Association, as Trustee By (Name of Agent) as Authenticating Agent By___________________________________________ Authorized Signatory SECTION 2.05. The Company shall cause to be kept a register (herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. Unless and until otherwise determined by the Company, by Board Resolution, the Security Register initially shall be kept at the Principal Office of the Trustee. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. The Company may appoint one or more "Security Co-Registrars" for such purpose. The Security Registrar and any Security Co-Registrars are herein sometimes referred to, and are appointed as, the "Security Registrar". Upon surrender for registration of transfer of any Security of any series at any office or agency of the Company designated pursuant to Section 5.02 for such purpose or at the office of any Security Co-Registrar, the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver a Security or Securities of such series for a like aggregate principal amount, in such authorized denomination or denominations and registered in such name or names as may be requested. The transfer of any security shall not be 13 valid as against the Company or the Trustee unless registered at such offices or agency by the registered holder, or by his attorney duly authorized in writing. Securities of any series in their several authorized denominations are exchangeable for a Security or Securities of such series in authorized denominations and of a like aggregate principal amount. Securities to be exchanged as aforesaid shall be surrendered for that purpose by the registered holder thereof at such offices or agency, and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities in such authorized denomination or denominations as the Securityholder making the exchange shall have requested and shall be entitled to receive. The Company shall not be required to make any exchange or effect registration of transfer of (i) any Security which shall have been designated for redemption in whole or in part except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed, or (ii) any Security for a period of 15 days next preceding any selection of Securities for redemption. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. All Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company or the Trustee or any Security Registrar or Security Co-Registrar or any Authenticating Agent) be duly endorsed by, or accompanied by a written instrument or instruments of transfer (in form satisfactory to the Company and the Security Registrar or any Security Co-Registrar) duly executed by, the registered holder or by his attorney duly authorized in writing. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.01, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. 14 The Company may at any time and in its sole discretion determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 2.02 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge to the holders: (a) to each person specified by such Depositary a new definitive Security or Securities of the same series and of the same tenor, in authorized denominations, in aggregate principal amount equal to and in exchange for such person's beneficial interest in the Security in global form; and (b) to such Depositary a new Security in global form in a denomination equal to the difference, if any, between the principal amount of the surrendered Security in global form and the aggregate principal amount of the definitive Securities delivered to holders pursuant to clause (a) above. Upon the exchange of a Security in global form for Securities in definitive form, such Security in global form shall be cancelled by the Trustee or an agent of the Company or the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to this Section 2.05 shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Securities to or as directed by the persons in whose names such Securities are so registered or to the Depositary. Whenever any securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities, which the holder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection therewith. The Company and the Trustee, and the agents of either, may deem and treat the person in whose name any Security is registered as the absolute owner of such Security (whether 15 or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for all purposes whatsoever (subject to the provisions set forth herein relating to Record Dates and record dates for the payment of any defaulted interest), and the Company and the Trustee, and the agents of either, shall not be affected by any notice to the contrary. None of the Company, the Trustee, any Authenticating Agent, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest and each of them may act or refrain from acting without liability on any information relating to such records provided by the Depositary. SECTION 2.06. In case any temporary or definitive Security of a particular series shall become mutilated or be destroyed, lost or stolen, then upon the conditions hereinafter set forth the Company in its discretion may execute, and thereupon the Trustee or the Authenticating Agent shall authenticate and deliver, a new Security of the same series of like tenor and principal amount and bearing a different number, in exchange and substitution for and upon cancellation of the mutilated Security or in lieu of and substitution for the Security so destroyed, lost or stolen; provided, however, that if any such mutilated, destroyed, lost or stolen Security shall have become payable upon the maturity thereof, the Company may, instead of issuing a substitute Security, pay such Security without requiring the surrender thereof. The applicant for any substitute Security or for payment of any such mutilated, destroyed, lost or stolen Security shall furnish to the Company and to the Trustee evidence satisfactory to them, in their discretion, of the ownership of and the destruction, loss or theft of such Security and shall furnish to the Company and to the Trustee indemnity satisfactory to them, in their discretion, and, if required, shall reimburse the Company and the Trustee for all expenses (including counsel fees and any tax or other governmental charge that may be imposed in relation thereto) in connection with the preparation, issue and authentication of such substitute Security or the payment of such mutilated, destroyed, lost or stolen Security, and shall comply with such other reasonable regulations as the Company and the Trustee, or either of them, may prescribe. Any such new Security delivered pursuant to this Section 2.06 shall constitute an additional contractual obligation on the part of the Company, whether or not the allegedly destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefit of this Indenture with all other Securities of the same series issued hereunder. All Securities shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities and shall preclude any and all other rights or remedies. SECTION 2.07. Subject to the provisions set forth herein relating to Record Dates and record dates for the payment of any defaulted interest, each Security delivered pursuant to any provision of this Indenture in exchange or substitution for, or upon registration of transfer of, any other Security shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 16 SECTION 2.08. Pending the preparation of definitive Securities of any series the Company may execute and the Trustee or the Authenticating Agent shall authenticate and deliver temporary Securities of such series (printed or lithographed). Temporary Securities shall be issuable in any authorized denomination, and substantially in the form of the definitive Securities but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Company. In the case of Securities of any series, such temporary Securities may be in global form, representing all of the Outstanding Securities of such series and tenor. Every such temporary Security of a particular series shall be authenticated by the Trustee or the Authenticating Agent upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Securities of such series. Without unreasonable delay, and except in the case of temporary Securities in global form which shall be exchanged in accordance with the provisions thereof, the Company will execute and deliver to the Trustee definitive Securities of such series and thereupon any or all temporary Securities of such series may be surrendered in exchange for definitive Securities of the same series, at the Principal Office of the Trustee or any office or agency of the Company designated pursuant to Section 5.02 for such purpose or at the office of any Security Co-Registrar, and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange for such temporary Securities an equal aggregate principal amount of definitive Securities of the same series. Such exchange shall be made by the Company at its own expense and without any charge therefor except that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. Until so exchanged, the temporary Securities of a particular series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series authenticated and delivered hereunder. ARTICLE THREE ISSUE OF SECURITIES SECTION 3.01. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee or the Authenticating Agent for authentication. The Trustee or the Authenticating Agent shall thereupon authenticate and deliver such Securities to or upon the written order of the Company, signed by its Chairman of the Board of Directors, its President or a Vice President, without any further action by the Company. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 315 of the Trust Indenture Act) shall be fully protected in relying upon: 17 (a) a Board Resolution relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution, certified by the Secretary or an Assistant Secretary of the Company; (b) an executed supplemental indenture, if any; (c) an Officers' Certificate; and (d) an Opinion of Counsel prepared in accordance with Section 14.03, which shall state (1) that the form and terms of such Securities have been established by or pursuant to one or more Board Resolutions, by a supplemental indenture as permitted by Section 13.01(f), or by both such resolution or resolutions and such supplemental indenture, in conformity with the provisions of this Indenture; (2) that the supplemental indenture, if any, when executed and delivered by the Company and the Trustee, will constitute a valid and legally binding obligation of the Company; (3) that such Securities, when authenticated and delivered by the Trustee or the Authenticating Agent and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, and will be entitled to the benefits of this Indenture; (4) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance; (5) that the issuance of such Securities will not contravene the charter or by-laws of the Company or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement by which the Company is bound and under which long-term debt of the Company as reflected in its latest financial statements on file with the Securities and Exchange Commission is outstanding; and (6) that all requirements of this Indenture applicable to the Company in respect of the execution and delivery by the Company of such Securities and of such supplemental indenture, if any, have been complied with and that, assuming (a) all requisite corporate authorization on the part of the Trustee, (b) continued compliance by the Trustee with the terms of the Indenture specifically applicable to the Trustee, and (c) due authentication and delivery of such Securities by the Trustee or the Authenticating Agent, the execution and delivery of such supplemental indenture, if any, will not violate the terms of this Indenture, and that, other than compliance with federal and state securities laws, no authorization, 18 approval or consent by any regulatory or statutory or other public authority is required in connection with the execution and delivery of such supplemental indenture or for the creation, issuance, authentication and delivery of the Securities pursuant to this Indenture. If not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel at the time of issuance of each Security, but such opinion with appropriate modifications shall be delivered at or before the time of issuance of the first Security of such series. If the Company shall establish pursuant to Section 2.02 that Securities of a series may be issued in whole or in part in global form, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company order of authentication with respect to such series, authenticate and deliver one or more Securities in global form that (i) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series and tenor to be represented by one or more Securities in global form, (ii) shall be registered, in the name of the Depositary for such Security or Securities in global form or the nominee of such Depositary, (iii) shall be delivered to such Depositary or pursuant to such Depositary's instruction, and (iv) shall bear a legend substantially to the following effect: "Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to Issuer or its agent for transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein." Each Depositary designated pursuant to Section 2.02 for a Security in global form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Each Security shall be dated the date of its authentication. ARTICLE FOUR REDEMPTION OF SECURITIES; SINKING FUND SECTION 4.01. Redemption of Securities (other than pursuant to a sinking fund or analogous provision) permitted by the terms of any series of Securities shall be made in accordance with such terms and Sections 4.02 and 4.03; provided, however, that if any such 19 terms of a series of Securities shall conflict with any provision of this Article, the terms of such series shall govern. SECTION 4.02. The election of the Company to redeem any Securities of any series shall be evidenced by or pursuant to a Board Resolution. If the Company shall elect to redeem the Securities of any series in whole or in part as aforesaid, it shall fix a date for redemption and give notice of its election so to redeem by mailing or causing to be mailed written notice, postage prepaid, at least 30 days prior to the redemption date, to all holders of Securities to be redeemed as a whole or in part, addressed to them at their respective addresses as the same shall then appear on the Security Register of the Company. Any notice which shall be mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder shall receive such notice. Failure to mail such notice, or any defect in the notice mailed, to the holder of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security. Each notice of redemption shall state such election on the part of the Company, the Redemption Date and place of payment of the Securities to be redeemed and the Redemption Price and that the Securities designated in such notice for redemption are required to be presented on or after such Redemption Date and at such place for payment and that interest to the Redemption Date on the Securities and portions of Securities called for redemption will be paid as specified in said notice and shall cease to accrue thereon on such date. If less than all the outstanding Securities of a series are to be redeemed, the notice shall also designate the Securities or portions of Securities that are to be redeemed. If any Security is to be redeemed in part only, the notice shall also state that upon presentation of such Security on or after the redemption date at said place, such Security will be canceled and a new Security or Securities of the same series, in an aggregate principal amount equal to the unredeemed portion of such Security, will be issued and delivered without charge to the holder. Notice having been so given, the Securities and portions of Securities to be redeemed shall on the Redemption Date specified in such notice become due and payable at the applicable Redemption Price, together with interest accrued thereon to the Redemption Date, and from and after the Redemption Date so specified (unless the Company shall default in the payment of the Redemption Price of such Securities or any such accrued interest) interest on such Securities and portions of Securities shall cease to accrue, and upon presentation of such Securities at said place of payment and redemption in accordance with said notice, such Securities and portions of Securities shall be paid by the Company at the applicable Redemption Price, together with interest accrued to the Redemption Date (except that, if the Redemption Date shall be an Interest Payment Date, the interest payable on such date shall be paid to the registered holders of such Securities at the close of business on the applicable Record Date, subject to the provisions of Section 2.01). If the Company shall at any time elect to redeem less than all the Securities of a series then outstanding, it shall at least 45 days prior to the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee) notify the Trustee of the principal amount of Securities to be redeemed, and thereupon the Trustee shall select, in such manner as the Trustee shall deem appropriate and fair, the Securities (or portions thereof) of such series to be redeemed. No 20 Security of a denomination of $1,000 shall be redeemed in part and Securities may be redeemed in part only in integral multiples of $1,000. The Trustee shall promptly notify the Company in writing of the Securities and portions of Securities so selected. SECTION 4.03. If Securities of any Series at the time outstanding are to be redeemed under circumstances to which Section 11.02 is applicable, the Company shall deliver to the Trustee (1) proof satisfactory to the Trustee that notice of redemption thereof on a specified redemption date has been given as hereinbefore provided, or (2) proof satisfactory to the Trustee that arrangements have been made insuring to the satisfaction of the Trustee that such notice will be so given, or (3) a written instrument in form and substance satisfactory to the Trustee executed by the Company under its corporate seal, and expressed to be irrevocable, authorizing the Trustee to give such notice for and on behalf of the Company. SECTION 4.04. Redemption of Securities permitted or required pursuant to a sinking fund for the retirement of Securities of a series by the terms of such series of Securities shall be made in accordance with such terms of such series of Securities and this Article; provided, however, that if any such terms of a series of Securities shall conflict with any provision of this Article, the terms of such series shall govern. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a "Mandatory Sinking Fund Payment", and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an "Optional Sinking Fund Payment". If provided for by the terms of Securities of any series, the cash amount of any Mandatory Sinking Fund Payment may be subject to reduction as provided in Section 4.05. SECTION 4.05. The Company may, at its option, satisfy any Mandatory Sinking Fund Payment obligation, in whole or in part, with respect to a particular series of Securities by (1) delivering to the Trustee outstanding Securities of such series in transferable form theretofore purchased or otherwise acquired by the Company or redeemed at the election of the Company pursuant to Section 4.01 or (2) receiving credit for Securities of such series (not previously so credited) acquired by the Company and theretofore delivered to the Trustee. The Trustee shall credit such Mandatory Sinking Fund Payment obligation with an amount equal to the redemption price specified in such Securities for redemption through operation of the sinking fund and the amount of such Mandatory Sinking Fund Payment shall be reduced accordingly. If the Company shall elect so to satisfy any Mandatory Sinking Fund Payment obligation, it shall deliver to the Trustee not less than 45 days prior to the relevant sinking fund payment date a written notice signed on behalf of the Company by its Chairman of the Board of Directors, its President, one of its Vice Presidents, its Treasurer or one of its Assistant Treasurers, which shall designate the Securities (and portions thereof, if any) to be so delivered or credited and which shall be accompanied by such Securities (to the extent not theretofore delivered) in transferable form. In case of the failure of the Company, at or before the time so required, to give such notice and deliver such Securities, the Mandatory Sinking Fund Payment obligation shall be paid entirely in cash. 21 SECTION 4.06. In addition to the sinking fund requirements of Section 4.05, to the extent, if any, provided for by the terms of a particular series of Securities, the Company may, at its option, make an Optional Sinking Fund Payment with respect to such Securities. Unless otherwise provided by such terms, (a) to the extent that the right of the Company to make such Optional Sinking Fund Payment shall not be exercised in any year, it shall not be cumulative or carried forward to any subsequent year, and (b) such optional payment shall operate to reduce the amount of any Mandatory Sinking Fund Payment obligation as to Securities of the same series. If the Company intends to exercise its right to make such optional payment in any year it shall deliver to the Trustee not less than 45 days prior to the relevant sinking fund payment date a certificate signed by its Chairman of the Board of Directors, its President, one of its Vice Presidents, its Treasurer or one of its Assistant Treasurers stating that the Company will exercise such optional right, and specifying the amount which the Company will pay on or before the next succeeding sinking fund payment date. Such certificate shall also state that no event of default has occurred and is continuing. SECTION 4.07. If the sinking fund payment or payments made in funds pursuant to either Section 4.05 or 4.06 with respect to a particular series of Securities plus any unused balance of any preceding sinking fund payments made in funds with respect to such series shall exceed $50,000 (or a lesser sum if the Company shall so request), it shall be applied by the Trustee on the sinking fund payment date next following the date of such payment, unless the date of such payment shall be a sinking fund payment date, in which case such payment shall be applied on such sinking fund payment date, to the redemption of Securities of such series at the redemption price specified pursuant to Section 4.04. The Trustee shall select in the manner provided in Section 4.02, for redemption on such sinking fund payment date, a sufficient principal amount of Securities of such sinking fund payment date, a sufficient principal amount of Securities of such series to absorb said funds, as nearly as may be, and shall, at the expense and in the name of the Company, thereupon cause notice of redemption of the Securities to be given in substantially the manner provided in Section 4.02 for the redemption of Securities in part at the option of the Company, except that the notice of redemption shall also state that the Securities are being redeemed for the sinking fund. Any sinking fund moneys not so applied by the Trustee to the redemption of Securities of such series shall be added to the next sinking fund payment received in funds by the Trustee and, together with such payment, shall be applied in accordance with the provisions of this Section 4.07. Any and all sinking fund moneys held by the Trustee on the last sinking fund payment date with respect to Securities of such series, and not held for the payment or redemption of particular Securities of such series, shall be applied by the Trustee to the payment of the principal of the Securities of such series at Maturity. On or prior to each sinking fund payment date, the Company shall pay to the Trustee a sum equal to all unpaid interest accrued to the date fixed for redemption on Securities to be redeemed on such sinking fund payment date pursuant to this Section 4.07. The Trustee shall not redeem any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a default in payment of interest on any Securities of such series or of any event of default (other than an event of default occurring as a consequence of this paragraph) of which the Trustee has actual knowledge, except that if the notice of redemption of any 22 Securities of such series shall theretofore have been mailed in accordance with the provisions hereof, the Trustee shall redeem such Securities if funds sufficient for that purpose shall be deposited with the Trustee in accordance with the terms of this Article Four. Except as aforesaid, any moneys in the sinking fund at the time any such default or event of default shall occur and any moneys thereafter paid into the sinking fund shall, during the continuance of such default or event of default, be held as security for the payment of all the Securities of such series; provided, however, that in case such default or event of default shall have been cured or waived as provided herein, such moneys shall thereafter be applied on the next sinking fund payment date on which such moneys are required to be applied pursuant to the provisions of this Section 4.07. ARTICLE FIVE PARTICULAR COVENANTS OF THE COMPANY The Company hereby covenants and agrees as follows: SECTION 5.01. The Company will duly and punctually pay the principal of and premium, if any, on each of the Securities, and the interest which shall have accrued hereon, at the date and place and in the manner provided in the Securities and in this Indenture, and will duly comply with all other terms, agreements and conditions contained in, or made in this Indenture for the benefit of, the Securities. SECTION 5.02. The Company will maintain in the city in the United States in which the Company has its principal business office and in The City of New York, and may maintain elsewhere, an office or agency where Securities may be presented or surrendered for payment, where Securities may be surrendered for transfer or exchange, where Securities of that series which are convertible may be surrendered for conversion, if applicable, and where notices and demands to or upon the Company in respect of the Securities 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 any such office or agency. If at any time the Company shall fail to maintain such required office or agency, or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Principal Office of the Trustee. The Company hereby initially appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all of such purposes and may from time to time rescind such designations; provided, however, that no such designation shall in any manner result in the creation of a Security Register or Security Co-Registrar in addition to the Security Register required to be kept pursuant to Section 2.05 and any Security Co-Registrar appointed pursuant to Section 2.05. The Company will give prompt written notice to the Trustee of any such designation and any change in the location of any such other office or agency. 23 SECTION 5.03. If the Company shall at any time act as its own paying agent with respect to any series of Securities, then, on or before the date on which the principal of and premium, if any, or interest on any of the Securities of that series by their terms or as a result of the calling thereof for redemption shall become payable, the Company will set apart and segregate and hold in trust for the benefit of the holders of such Securities a sum sufficient to pay such principal and premium, if any, or interest which shall have so become payable and will notify the Trustee of its failure to act in that regard and of any failure by the Company or any other obligor upon the Securities of that series to make any such payment. If the Company shall appoint, and at the time have, a paying agent for the payment of the principal of and premium, if any, or interest on any series of Securities, then, on or before the date on which the principal of and premium, if any, or interest on any of the Securities of that series shall become payable as aforesaid, whether by their terms or as a result of the calling thereof for redemption, the Company will pay to such paying agent a sum sufficient to pay such principal and premium, if any, or interest, to be held in trust for the benefit of the holders of such Securities. If such paying agent shall be other than the Trustee, the Company will cause such paying agent 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 5.03 and of Section 11.03, (1) that such paying agent shall hold all sums held by such paying agent for the payment of the principal of and premium, if any, or interest on the Securities of that series in trust for the benefit of the holders of such Securities; (2) that such paying agent shall give to the Trustee notice of any default by the Company or any other obligor upon the Securities of that series in the making of any payment of the principal of and premium, if any, or interest on the Securities of that series when the same shall have become due and payable; and (3) that such paying agent shall, at any time during the continuance of any such default, upon the written request of the Trustee, deliver to the Trustee all sums so held in trust by it. Anything in this Section 5.03 to the contrary notwithstanding, the Company may at any time, for the purpose of obtaining a release or satisfaction of this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it or by any paying agent other than the Trustee as required by this Section 5.03, 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. 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, premium, if any, or interest on any Security and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be paid to the Company on Company request, or (if then held by the Company) shall be discharged from such trust; and the holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such paying agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such paying agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each business day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. 24 SECTION 5.04. Subject to Section 5.05, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and that of each Subsidiary and the rights and franchises of the Company as necessary or desirable in the normal conduct of its business; provided, however, that the Company shall not be required to preserve the corporate existence of any Subsidiary if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and the other Subsidiaries taken as a whole. SECTION 5.05. The Company will not consolidate with any other corporation or accept a merger of any other corporation into the Company or permit the Company to be merged into any other corporation, or sell or lease all or substantially all its assets to another corporation, or purchase all or substantially all the assets of another corporation, unless (i) either the Company shall be the continuing corporation, or the successor, transferee or lessee corporation (if other than the Company) shall be organized under the laws of the United States or any state thereof or the District of Columbia and shall expressly assume, by indenture supplemental hereto, executed and delivered by such corporation prior to or simultaneously with such consolidation, merger, sale or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed or observed by the Company, and (ii) immediately after such consolidation, merger, sale, lease or purchase the Company or the successor, transferee or lessee corporation (if other than the Company) would not be in default in the performance of any covenant or condition of this Indenture. A purchase by a Subsidiary of all or substantially all of the assets of another corporation shall not be deemed to be a purchase of such assets by the Company. SECTION 5.06. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement signed by the Chairman of the Board of Directors, the President, the Principal Financial Officer or Principal Accounting Officer or the Treasurer or Controller of the Company, stating that (a) a review of the activities of the Company during such year with regard to its compliance with this Indenture has been made under his supervision, and (b) to the best of his knowledge, based on such review, the Company has fulfilled all its obligations under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to him and the nature and status thereof. SECTION 5.07. Anything in this Indenture to the contrary notwithstanding, the Company or any Restricted Subsidiary may fail or omit in any particular instance to comply with a covenant or condition set forth in Section 5.04 or 5.05 with respect to any series of Securities if the Company shall have obtained and filed with the Trustee, prior to the time of such failure or omission, evidence (as provided in Article Seven) of the consent of the holders of at least 66 2/3% in aggregate principal amount of the Securities of such series at the time outstanding, either waiving such compliance in such instance or generally waiving compliance with such covenant 25 or condition, but no such waiver shall extend to or affect any obligation not waived by the terms of such waiver or impair any right consequent thereon. ARTICLE SIX REMEDIES OF TRUSTEE AND SECURITYHOLDERS SECTION 6.01. Except where otherwise indicated by the context or where the term is otherwise defined for a specific purpose, the term "event of default" as used in this Indenture with respect to Securities of any series shall mean one of the following described events (whatever the reason for such event of default and whether or not it shall be occasioned by the provisions of Article Fifteen) unless it is either inapplicable to a particular series or it is specifically deleted or modified in the supplemental indenture, if any, under which such series of Securities is issued: (a) the failure of the Company to pay any installment of interest on any Security of such series, when and as the same shall become payable, which failure shall have continued unremedied for a period of 30 days; (b) the failure of the Company to pay the principal of (and premium, if any, on) any Security of such series, when and as the same shall become payable, whether at maturity as therein expressed, by call for redemption (otherwise than pursuant to a sinking fund), by declaration as authorized by this Indenture or otherwise; (c) the failure of the Company to pay a sinking fund installment, if any, when and as the same shall become payable by the terms of a Security of such series, which failure shall have continued unremedied for a period of 30 days; (d) the failure of the Company, subject to the provisions of Section 5.07, to observe and perform any other of the covenants or agreements on the part of the Company contained in this Indenture (other than a covenant or agreement which has been expressly included in this Indenture solely for the benefit of a series of Securities other than that series), which failure shall not have been remedied to the satisfaction of the Trustee, or without provision deemed by the Trustee to be adequate for the remedying thereof having been made, for a period of 90 days after written notice shall have been given to the Company by the Trustee or shall have been given to the Company and the Trustee by holders of 25% or more in aggregate principal amount of the Securities of such series then outstanding, specifying such failure and requiring the Company to remedy the same; (e) an event of default, as defined in any mortgage, indenture or instrument, including this Indenture, under which there may be issued, or by which there may be secured or evidenced, any indebtedness for money borrowed of the Company, whether such indebtedness now exists or shall hereafter be created, shall happen and shall result in such indebtedness in an amount in excess of $25,000,000 becoming or being declared due 26 and payable prior to the date on which it would otherwise become due and payable, and such acceleration shall not have been rescinded or annulled, or such indebtedness shall not have been discharged, within a period of 10 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the holders of at least 10% in principal amount of the Outstanding Securities of such series a written notice specifying such event of default and requiring the Company to cause such acceleration to be rescinded or annulled or to cause such indebtedness to be discharged; (f) the entry by a court having jurisdiction in the premises of a decree or order for relief in respect of the Company in an involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company or for substantially all of its property, or ordering the winding up or liquidation of its affairs, which decree or order shall have remained unstayed and in effect for a period of 90 consecutive days; (g) the commencement by the Company of a voluntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Company to the entry of an order for relief in an involuntary case under any such law, or the consent by the Company to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or similar official) of the Company or for substantially all of its property, or the making by it of an assignment for the benefit of its creditors; or (h) the occurrence of any other event of default with respect to Securities of such series as provided in an Officers' Certificate delivered pursuant to Section 2.02 or a supplemental indenture applicable to such series of Securities pursuant to Section 13.01(b). The Trustee shall be deemed to have knowledge of an event of default only upon receipt of written notice by a corporate trust officer of the Trustee. SECTION 6.02. If any one or more of the above-described events of default (other than those specified in clause (f) or (g) of Section 6.02) occurs with respect to Securities of any series at the time outstanding, then, and in each and every such case, during the continuance of any such event of default, the Trustee or the holders of 25% or more in principal amount of the Securities of such series then outstanding may declare the principal of all the Securities of such series then outstanding, if not then due and payable, to be due and payable, and upon any such declaration the same shall become and be immediately due and payable, anything contained in this Indenture or in the Securities of such series to the contrary notwithstanding. If the event of default specified in Section 6.01(f) or (g) occurs, all unpaid principal of and accrued interest on the outstanding Securities of that series (or such lesser 27 amount as may be provided for in the Securities of such series) shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of any Security of that series. At any time after Securities of any series have been accelerated and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the holders of a majority in principal amount of the Securities of such series then outstanding may, on behalf of the holders of all the Securities of such series, waive the event of default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable, and may rescind and annul such declaration and its consequences if: (1) (a) the Company has paid or deposited with the Trustee a sum of money sufficient to pay: (i) the principal of all the Securities of such series declared to be due and payable, all arrears of interest, if any, upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series), and (ii) the reasonable charges and expenses of the Trustee and its agents and attorneys and all other sums payable under this Indenture (except the principal of the Securities of such series, which would not be due and payable were it not for such declaration), or (b) provisions deemed by the Trustee or by the holders of a majority in principal aggregate amount of the Securities of such series then outstanding to be adequate therefor shall have been made; and (2) all events of default with respect to Securities of such series other than the non-payment of the principal of, any premium and interest on, and any such sums of money with respect to Securities of such series, which shall have become due solely by such declaration of acceleration, shall have been cured or waived as provided in this Section 6.02, but no such waiver, rescission or annulment shall extend to or affect any subsequent default or event of default, or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 6.02 shall be by written notice to the Company, and any declaration or waiver by the holders of Securities of any series pursuant to this Section 6.02 shall be by written notice to the Company and the Trustee. The Company and the Trustee may, to the extent provided in Section 13.01, enter into one or more indentures supplemental hereto, with respect to any series of the Securities, which may provide for additional or different events of default with respect to such series of Securities. SECTION 6.03. If the Company shall fail for a period of 30 days to pay any installment of interest on the Securities of any series or shall fail to pay the principal of and 28 premium, if any, on any of the Securities of such series, when and as the same shall become due and payable, whether at Maturity, or by call for redemption (otherwise than pursuant to the sinking fund) by declaration as authorized by this Indenture, or otherwise, or shall fail for a period of 30 days to make any sinking fund payment as to a series of Securities, then, upon demand by the Trustee, the Company will pay to the Trustee for the benefit of the holders of Securities of such series then outstanding, the whole amount which shall then have become due and payable on all the Securities of such series, with interest on the overdue principal and premium, if any, and (so far as the same may be legally enforceable) on the overdue installments of interest at the rate borne by the Securities of such series, and reasonable compensation to the Trustee, its agents and attorneys, and any other reasonable expenses and liabilities incurred by the Trustee under this Indenture without negligence or bad faith. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceeding, at law or in equity, for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or any other obligor upon the Securities of such series, and collect the moneys adjudged or decreed to be payable out of the property of the Company or any other obligor upon the Securities of such series, of the Company or any other obligor upon the Securities of such series, wherever situated, in the manner provided by law. Every recovery of judgment in any such action or other proceeding (subject to the payment of the expenses, disbursements and compensation of the Trustee, its agents and attorneys) shall be for the ratable benefit of the holders of such series of Securities which shall be the subject of such action or proceeding. All rights of action upon or under any of the Securities or this Indenture may be enforced by the Trustee without the possession of any of the Securities and without the production of any thereof at any trial or any proceeding relative thereto. SECTION 6.04. The Trustee is hereby appointed, and each and every holder of the Securities, by receiving and holding the same, shall be conclusively deemed to have appointed the Trustee the true and lawful attorney-in-fact of such holder, with authority (whether or not the Company shall be in default in respect of the payment of the principal of, or interest on, any of the Securities) to make or file, in its own name and as trustee of an express trust, or otherwise as it shall deem advisable, in any receivership, insolvency, liquidation, bankruptcy, reorganization or other judicial proceeding relative to the Company or any other obligor upon the Securities, or to their respective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other papers and documents, and amendments of any thereof, as may be necessary or advisable in order to have the claims of the Trustee and of the holders of the Securities allowed in any such proceeding, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things as it may deem necessary or advisable, in order to enforce in any such proceeding any of the claims of the Trustee and of any of such holders in respect of any of the Securities; and any receiver, assignee, trustee, custodian or debtor in any such proceeding is hereby authorized, and each and every holder of the Securities, by receiving and holding the same, shall be conclusively deemed to have authorized any such receiver, assignee, trustee, custodian or debtor to make any such payment or delivery only to, or on the order of, the Trustee, and to pay to the Trustee any amount due if for 29 compensation and expenses, including counsel fees, incurred by it to the date of such payment or delivery; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any holder of Securities, any plan of reorganization or readjustment of the Company affecting the Securities or the rights of any holder thereof, or to authorize or empower the Trustee to vote in respect of the claim of any holder of any Securities in any such proceeding. SECTION 6.05. Any moneys collected by the Trustee with respect to a series of Securities under this Article Six shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such moneys, upon presentation of the several Securities and stamping thereon the payment, if only partially paid, and upon surrender thereof if fully paid: First: To the payment of all costs and expenses in connection with the collection of such moneys, and all amounts due to the Trustee under Section 10.05. Second: In case the principal of the outstanding Securities of such series shall not have become due and be unpaid, to the payment of interest on the Securities of such series, in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the rate borne by such Securities, such payments to be made ratably to the persons entitled thereto. Third: In case the principal of the outstanding Securities of such series shall have become due, by declaration or otherwise, to the payment of the whole amount then owing and unpaid upon the Securities of such series for principal and premium, if any, and interest, with interest on the overdue principal and premium, if any, and (to the extent that such interest has been collected by the Trustee) interest upon overdue installments of interest at the rate borne by the Securities of such series, and in case such moneys shall be insufficient to pay in full the whole amounts so due and unpaid upon the Securities of such series, then to the payment of such principal and premium, if any, and interest without preference or priority of principal and premium, if any, over interest, or of interest over principal and premium, if any, or of any installment of interest over any other installment of interest, or of any Security of such series over any other Security of such series, ratable to the aggregate of such principal and premium, if any, and accrued and unpaid interest. Any surplus then remaining shall be paid to the Company or to such other persons as shall be entitled to receive it. SECTION 6.06. The holders of a majority in principal amount of the Securities of any series at the time outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee hereunder, or of exercising any trust or power hereby conferred upon the Trustee with respect to the Securities of such series; provided, however, that, subject to the provisions of Section 10.02, the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel determines that the action so directed may not lawfully be taken. Prior to any declaration accelerating the Maturity of 30 the Securities of any series, the holders of a majority in aggregate principal amount of such series of Securities at the time outstanding may on behalf of the holders of all of the Securities of such series waive any past default or event of default hereunder and its consequences except a default in the payment of interest or any premium on or the principal of the Securities of such series. Upon any such waiver the Company, the Trustee and the holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or event of default or impair any right consequent thereon. Whenever any default or event of default hereunder shall have been waived as permitted by this Section 6.06, said default or event of default shall for all purposes of the Securities of such series and this Indenture be deemed to have been cured and to be not continuing. SECTION 6.07. No holder of any Security of any series shall have any right to institute any action, suit or proceeding at law or in equity for the execution of any trust hereunder or for the appointment of a receiver or for any other remedy hereunder, in each case with respect to an event of default with respect to such series of Securities, unless such holder previously shall have given to the Trustee written notice of the happening of one or more of the events of default herein specified with respect to such series of Securities, and unless the holders of 25% in principal amount of the Securities of such series then outstanding shall have requested the Trustee in writing to take action in respect of the matter complained of, and unless there shall have been furnished to the Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after receipt of such notification, request and furnishing of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; such notification, request and furnishing of indemnity are hereby declared in every such case to be conditions precedent to any such action, suit or proceeding by any holder of any Security of such series; it being understood and intended that no one or more of the holders of Securities of such series shall have any right in any manner whatsoever by his or their action to enforce any right hereunder, except in the manner herein provided, and that every action, suit or proceeding at law or in equity shall be instituted, and maintained in the manner herein provided, for the equal benefit of all holders of the outstanding Securities of such series; provided, however, that nothing contained in this Indenture or in the Securities of such series shall affect or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on the Securities of such series to the respective holders of such Securities at the respective due dates on such Securities stated, or affect or impair the right, which is also absolute and unconditional, of such holders to institute suit to enforce the payment thereof; provided further, that in the event property or assets are conveyed, transferred, assigned, mortgaged or pledged to the Trustee as security for one or more series of Securities, no holder of Securities shall be entitled to take any action or institute any suit to enforce the payment of his Securities, whether for principal, interest or premium, if any, to the extent that the taking of such action or the institution or prosecution of any such suit or the entry of judgment therein would under applicable law result in a surrender, impairment, waiver or loss of the lien of this Indenture, if any, upon the trust estate so created by such conveyance, transfer, assignment, mortgage or pledge, or any part thereof, as security for Securities held by any other holder. SECTION 6.08. All parties to this Indenture and the holders of the Securities agree that the court may in its discretion require, in any action, suit or proceeding for the 31 enforcement of any right or remedy under this Indenture, or in any action, suit or proceeding against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such action, suit or proceeding of an undertaking to pay the costs of such action, suit or proceeding, and that such court may in its discretion assess reasonable costs, including reasonably attorney's fees, against any party litigant in such action, suit or proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, however, that the provisions of this Section 6.08 shall not apply to any action, suit or proceeding instituted by the Trustee, to any action, suit or proceeding instituted by any one or more holders of Securities holding in the aggregate more than 10% in principal amount of the Securities of any series outstanding, or to any action, suit or proceeding instituted by any holder of Securities of any series for the enforcement of the payment of the principal of, or premium, if any, or the interest on any of the Securities of such series, on or after the respective due dates expressed in such Securities. SECTION 6.09. No remedy herein conferred upon or reserved to the Trustee or to the holders of Securities of any series is intended to be exclusive of any other remedy or remedies, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission of the Trustee or of any holder of the Securities of any series to exercise any right or power accruing upon any default or event of default shall impair any such right or power or shall be construed to be a waiver of any such default or event of default or an acquiescence therein, and every power and remedy given by this Article Six to the Trustee and to the holders of Securities of any series, respectively, may be exercised from time to time and as often as may be deemed expedient by the Trustee or by the holders of Securities of such series, as the case may be. In case the Trustee or any holder of Securities of any series shall have proceeded to enforce any right under this Indenture and the proceedings for the enforcement thereof shall have been discontinued or abandoned because of waiver or for any other reason or shall have been adjudicated adversely to the Trustee or to such holder of Securities, then and in every such case the Company, the Trustee and the holders of the Securities of such series shall severally and respectively be restored to their former positions and rights hereunder and thereafter all rights, remedies and powers of the Trustee and the holders of the Securities of such series shall continue as though no such proceedings had been taken, except as to any matters so waived or adjudicated. ARTICLE SEVEN CONCERNING THE SECURITYHOLDERS SECTION 7.01. Whenever in this Indenture it is provided that the holders of a specified percentage or a majority in aggregate principal amount of the Securities or of any series of Securities may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the holders of such specified percentage or majority have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor, executed by Securityholders in person or by agent or proxy appointed in writing, or (b) by the record of the holders of Securities voting in favor thereof, at any meeting of Securityholders duly called and 32 held in accordance with the provisions of Article Eight, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Securityholders. SECTION 7.02. Proof of the execution of any instrument by a Securityholder or his agent or proxy and proof of the holding by any person of any of the Securities shall be sufficient if made in the following manner: The fact and date of the execution by any person of any such instrument may be proved (a) by the certificate of any notary public or other officer in any jurisdiction who, by the laws thereof, has power to take acknowledgements or proof of deeds to be recorded within such jurisdiction, that the person who signed such instrument did acknowledge before such notary public or other officer the execution thereof, or (b) by the affidavit of a witness of such execution sworn to before any such notary or other officer. Where such execution is by a person acting in other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The ownership of Securities shall be proved by the Security Register of such Securities or by a certificate of the Security Registrar thereof. The Trustee may accept such other proof or may require such additional proof of any matter referred to in this Section 7.02 as it shall deem appropriate or necessary. SECTION 7.03. In determining whether the holders of the requisite principal amount of the Securities have concurred in any direction, request, waiver or consent under this Indenture, Securities which are owned by the Company or by any other obligor on the Securities or by any person directly or indirectly controlling, or controlled by, or under direct or indirect common control with, the Company or any such other obligor shall be disregarded, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, request, waiver or consent, only Securities which the Trustee actually knows are so owned shall be disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section 7.03 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Securities, and that the pledgee is not a person directly or indirectly controlling, or controlled by, or under direct or indirect common control with, the Company or any such other obligor. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. SECTION 7.04. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 7.01, of the taking of any action by the holders of the percentage in aggregate principal amount of the Securities or of any series of Securities specified in this Indenture in connection with such action, any holder of a Security which is shown by the evidence to be included in the Securities the holders of which have consented to such action may, by filing written notice with the Trustee at its Principal Office and upon proof of holding as provided in Section 7.02, revoke such action so far as concerns such Security. Except as aforesaid, any such action taken by the holder of any Security shall be conclusive and binding upon such holder and upon all future holders and owners of such Security, irrespective of 33 whether or not any notation in regard thereto is made upon such Security or any Security issued in exchange or substitution therefor. ARTICLE EIGHT SECURITYHOLDERS' MEETINGS SECTION 8.01. A meeting of Securityholders may be called at any time and from time to time pursuant to the provisions of this Article Eight for any of the following purposes: (a) to give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Securityholders pursuant to any of the provisions of Article Six; (b) to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article Ten; (c) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 13.02; or (d) to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of the Securities of any one or more or all series, as the case may be, under any other provision of this Indenture or under applicable law. SECTION 8.02. The Trustee may at any time call a meeting of Securityholders of all series that may be affected by the action proposed to be taken, to take any action specified in Section 8.01, to be held at such time and at such place as the Trustee shall determine. Notice of every meeting of the Securityholders of a series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed to holders of Securities of such series at their addresses as they shall appear on the Security Register (including the records of any Security Co-Registrar). Such notice shall be mailed not less than 20 nor more than 90 days prior to the date fixed for the meeting. SECTION 8.03. In case at any time the Company, pursuant to a resolution of its Board of Directors, or the holders of at least 10% in aggregate principal amount of the Securities of a series then outstanding that may be affected by the action proposed to be taken, shall have requested the Trustee to call a meeting of Securityholders of such series, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20 days after receipt of such request, then the Company or such Securityholders may determine the time and the place for such meeting and may call such meeting to take any action authorized in Section 8.01, by mailing notice thereof as provided in Section 8.02. 34 SECTION 8.04. To be entitled to vote at any meeting of Securityholders a person shall (a) be a holder of one or more Securities of a series affected by the action proposed to be taken at the meeting or (b) be a person appointed by an instrument in writing as proxy by a holder of one or more such Securities. The only persons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel. SECTION 8.05. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Securityholders, in regard to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders as provided in Section 8.03, in which case the Company or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 7.03, at any meeting of Securityholders of a series, each Securityholder of such series or such Securityholder's proxy shall be entitled to one vote for each $1,000 principal amount of Securities of such series outstanding held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Securities of such series held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Securityholders of such series. At any meeting of the Securityholders duly called pursuant to the provisions of Section 8.02 or 8.03, the presence of persons holding or representing Securities in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum, and any such meeting may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice. SECTION 8.06. The vote upon any resolution submitted to any meeting of Securityholders of a series shall be by written ballots on which shall be subscribed the signatures of the holders of Securities of such series or of their representatives by proxy and the principal amounts of the Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat, and affidavits by one or more persons having knowledge of the facts 35 setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in Section 8.02. The record shall show the principal amounts of the Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee. Any record so signed and verified shall be conclusive evidence of the matters therein stated. SECTION 8.07. Nothing contained in this Article Eight shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Securityholders of any series or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Securityholders of such series under any of the provisions of this Indenture or of the Securities of such series. ARTICLE NINE REPORTS BY THE COMPANY AND THE TRUSTEE AND SECURITYHOLDERS' LISTS SECTION 9.01. In accordance with Section 312(a) of the Trust Indenture Act, the Company shall furnish or cause to be furnished to the Trustee: (a) semiannually with respect to Securities of each series on January 15 and July 15 of each year or upon such other dates as are set forth in or pursuant to the Board Resolution or indenture supplemental hereto authorizing such series, a list, in each case in such form as the Trustee may reasonably require, of the names and addresses of holders as of the applicable 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 so long as the Trustee is the Security Registrar no such list shall be required to be furnished. SECTION 9.02. The Trustee shall comply with the obligations imposed upon it pursuant to Section 312 of the Trust Indenture Act. Every holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company, the Trustee, any Paying Agent or any Security Registrar shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the holders of Securities in accordance with Section 312 of the Trust Indenture Act, regardless of the source from which such information was derived, and that 36 the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture Act. SECTION 9.03. (a) Within 60 days after May 15 of each year commencing with the first May 15 following the first issuance of Securities, if required by Section 313(a) of the Trust Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report dated as of such May 15 with respect to any of the events specified in said Section 313(a) which may have occurred since the later of the immediately preceding May 15 and the date of this Indenture. (b) The Trustee shall transmit the reports required by Section 313(b) of the Trust Indenture Act and Section 10. 11 hereof at the times specified therein. (c) Reports pursuant to this Section shall be transmitted in the manner and to the persons required by Sections 313(c) and 313(d) of the Trust Indenture Act. SECTION 9.04. The Company, pursuant to Section 314(a) of the Trust Indenture Act, 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 Securities Exchange Act of 1934; or, if the Company is not required to file information, documents or reports pursuant to either of said 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 Securities Exchange Act of 1934 in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; (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 the holders within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission. 37 ARTICLE TEN CONCERNING THE TRUSTEE SECTION 10.01. Subject to Sections 315(a) through 315(d) of the Trust Indenture Act: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document reasonably 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 an Officers' Certificate and any resolution of the Board of Directors or any committee thereof (or committee of officers or other representatives of the Company, to the extent any such committee or committees have been so authorized by the Board of Directors) may be sufficiently evidenced by a 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 shall be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate; (d) the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by or pursuant to this Indenture at the request or direction of any of the holders of Securities of any series pursuant to this Indenture, unless such holders shall have furnished to the Trustee reasonable security or indemnity 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, coupon or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine, during business hours and upon reasonable notice, the books, records and premises of the Company, personally or by agent or attorney; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys 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. 38 SECTION 10.02. The recitals contained herein and in the Securities, except those referring or relating to the Trustee or any of its agents, and except for the Trustee's certificate 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 Securities, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder, and that the statements made by it in a Statement of Eligibility and Qualification on Forms T-1 supplied to the Company are and will be true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the Securities or the proceeds thereof. SECTION 10.03. The Trustee, any Authenticating Agent, any Security Registrar or any other person that may be an agent of the Trustee or the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 3 1 0(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Security Registrar or such other person. SECTION 10.04. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law and, subject to Section 11.02 hereof, may be invested in direct obligations of the United States of America in such amounts and with such maturities that will ensure that the principal of such obligations, together with the income thereon (without consideration of any reinvestment thereof) will be sufficient to pay all sums due for principal of, premium, if any, and interest on the Securities, as they become due from time to time. The Trustee shall be under no liability for interest on any money received by it or for losses on any investments made by it pursuant to this Section 10.04 except as otherwise agreed with the Company. SECTION 10.05. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) 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 the Trustee's negligence or bad faith; and (3) to indemnify the Trustee and its agents for, and to hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part (excluding, for so long as no event of default hereunder has occurred and is continuing, any settlement that has not been approved by the Company in writing prior to any such settlement) arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending themselves 39 against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder, except to the extent that any such loss, liability or expense was due to the Trustee's negligence or bad faith. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. SECTION 10.06. There shall at all times be a Trustee hereunder that is a corporation permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act and that has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $25,000,000. 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 10.07. (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 pursuant to Section 10.08. (b) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 10.08 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series. (c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and the Company. (d) If at any time: (1) the Trustee shall fail to comply with the obligations imposed upon it under Section 310(b) of the Trust Indenture Act with respect to Securities of any series after written request therefor by the Company or any holder of a Security of such series who has been a bona fide holder of a Security of such series for at least six months; or (2) the Trustee shall cease to be eligible under Section 10.06 and shall fail to resign after written request therefor by the Company or any such holder; or (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; 40 then, in any such case, (i) the Company, by or pursuant to a Board Resolution, may remove the Trustee with respect to all Securities or the Securities of such series, or (ii) subject to Section 315(e) of the Trust Indenture Act, any holder of a Security who has been a bona fide holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities of such series and the appointment of a successor Trustee or Trustees. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series which shall occur only with the express prior written consent of the Company, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 10.08. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 10.08, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the holders of Securities and accepted appointment in the manner required by Section 10.08, any holder of a Security who has been a bona fide holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to the holders of Securities of such series as their names and addresses appear in the Security Register. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. SECTION 10.08. (a) Upon the appointment hereunder of any successor Trustee with respect to all Securities, such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and 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 hereunder of the retiring Trustee; but, on the request of the Company or such successor Trustee, such retiring Trustee, upon payment of its charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and, subject to Section 5.03, shall duly assign, transfer and 41 deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 10.05. (b) Upon the appointment hereunder of any successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and such successor Trustee shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, such successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, 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 that no Trustee shall be responsible for any notice given to, or received by, or any act or failure to act on the part of any other Trustee hereunder, 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, such retiring Trustee shall have no further responsibility for the exercise of rights and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture with respect to the Securities of that or those series to which the appointment of such successor Trustee relates other than as hereinafter expressly set forth, 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 with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or such successor Trustee, such retiring Trustee, upon payment of its charges with respect to the Securities of that or those series to which the appointment of such successor relates and subject to Section 5.03 shall duly assign, transfer and deliver to such successor Trustee, to the extent contemplated by such supplemental indenture, the property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. (c) Upon request of any person appointed hereunder as a successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. (d) No person shall accept its appointment hereunder as a successor Trustee unless at the time of such acceptance such successor person shall be qualified and eligible under this Article. 42 SECTION 10.09. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities 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 Securities. SECTION 10.10. The Trustee may appoint one or more Authenticating Agents acceptable to the Company with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer, partial redemption or pursuant to Section 2.06, and Securities so authenticated shall be entitled to THE benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and, except as provided in or pursuant to this Indenture, shall at all times be a corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $5,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, provided such Corporation 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 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 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 (i) mail written notice of such appointment by first-class mail, postage prepaid, to all holders of Securities of the series with respect to which such 43 Authenticating Agent shall serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The provisions of Sections 2.05, 10.02 and 10.03 shall be applicable to each Authenticating Agent. If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a place of payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officers' Certificate by the Company), shall appoint in accordance with this Section an Authenticating Agent having an office in a place of payment designated by the Company with respect to such series of Securities. SECTION 10.11. The Trustee shall, within ninety days after the occurrence of a default with respect to the Securities of any series, mail to all holders of Securities of that series entitled to receive reports pursuant to Section 9.03, notice of all defaults with respect to that series known to the Trustee, unless such defaults shall have been cured before the giving of such notice; provided, however, that, except in the case of default in the payment of the principal of, premium, if any, or interest on any of the Securities of such series or in the making of any sinking fund payment with respect to such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors or trustees, the executive committee, or a trust committee of directors or trustees or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the holders of Securities of such series. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time, or both, would become, an event of default hereunder. ARTICLE ELEVEN DEFEASANCE SECTION 11.01. If and when the principal of, and the premium, if any, and the interest on, all the Securities outstanding hereunder and all other sums due hereunder shall have been well and truly paid at the times and in the manner therein and herein expressed, this Indenture shall cease and determine, and, at the written request of the Company, accompanied by the Officers' Certificate and Opinion of Counsel required by Section 14.03, and upon proof being given to the reasonable satisfaction of the Trustee that all the Securities have been paid or satisfied and upon payment of the costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, the Trustee shall cancel this Indenture and execute and deliver to the company such instruments as shall be requisite to evidence the satisfaction hereof. 44 SECTION 11.02. If, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the holders thereof, (i) funds sufficient to pay, or (ii) such amount of direct obligations of the United States of America as will or will together with the income thereon without consideration of any reinvestment thereof be sufficient to pay, all sums due for principal of, premium, if any, and interest on the Securities of a particular series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture in relation thereto, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer, substitution and exchange of Securities of such series, (ii) rights of holders to receive payments of principal of, premium, if any, and interest on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Securityholders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, and (iii) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding), and the Trustee, on the written request of the Company, accompanied by the Officers' Certificate and Opinion of Counsel required by Section 14.03, and an Opinion of Counsel to the effect that holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of the Company's action under this Section 11.02 and will be subject to Federal income tax in the same amount, in the same manner and at the same times as would have been the case if such action had not been taken, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series. The Trustee shall apply the moneys so deposited solely to the payment to the holders of the Securities of such series of all sums due thereon for principal, premium, if any, and interest, and the Trustee shall have no claim for itself, for fees, expenses or otherwise, to such moneys so deposited. Money and securities held in trust pursuant to this Section 11.02 shall not be subject to Article Fifteen. SECTION 11.03. Neither the Trustee nor any other paying agent shall be required to pay interest on any moneys deposited pursuant to the provisions of this Indenture, except such as it shall agree in writing with the Company to pay thereon. Any moneys so deposited for the payment of the principal of, premium, if any, or interest on the Securities of any series and remaining unclaimed for two years after the date of the Maturity of the Securities of such series or the date fixed for the redemption of all the Securities of such series at the time outstanding, as the case may be, shall be repaid by the Trustee or such other paying agent to the Company upon its written request and thereafter, anything in this Indenture to the contrary notwithstanding, any rights of the holders of Securities of such series in respect of which such moneys shall have been deposited shall be enforceable only against the Company, and all liability of the Trustee or such other paying agent with respect to such moneys shall thereafter cease. Subject to the provisions of the foregoing paragraph, any moneys which at any time shall be deposited by the Company or on its behalf with the Trustee or any other paying agent for the purpose of paying the principal of, premium, if any, and interest on any of the Securities shall be and are hereby assigned, transferred and set over to the Trustee or such other paying agent in trust for the respective holders of the Securities for the purpose for which such moneys shall have been deposited; but such moneys need not be segregated from other funds except to the extent required by law. 45 ARTICLE TWELVE IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES SECTION 12.01. No recourse shall be had for the paying of the principal of, or the premium, if any, or interest on, any Security or for any claim based thereon or otherwise in respect thereof or of the indebtedness represented thereby, or upon any obligation, covenant or agreement of this Indenture, against any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that this Indenture and the Securities are solely corporate obligations, and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, because of the incurring of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants, promises or agreements contained in this Indenture or in any of the Securities or to be implied herefrom or therefrom, and that all liability, if any, of that character against every such incorporator, stockholder, officer, director and employee is, by the acceptance of the Securities and as a condition of, and as part of the consideration for, the execution of this Indenture and the issue of the Securities expressly waived and released. ARTICLE THIRTEEN SUPPLEMENTAL INDENTURES SECTION 13.01. The Company (when authorized by resolution of its Board of Directors or Executive Committee) 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 one or more of the following purposes: (a) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, to surrender any right or power hereunder conferred upon the Company, and to add events of default, in each case for the protection or benefit of the holders of all or any series of the Securities (and if such covenants, agreements, surrender of rights or powers and events of default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements, surrender of rights or powers and events of default are expressly being included for the benefit of such series as shall be identified therein); (b) to change or eliminate any provisions of the Indenture with respect to all or any series of the Securities not then outstanding (and, if such change is 46 applicable to fewer than all such series of the Securities, specifying the series to which such change is applicable), and to specify the rights and remedies of the Trustee and the holders of such Securities in connection therewith; (c) to evidence the succession of another corporation to the Company, the Trustee, or successive successions, and the assumption by a successor, transferee or lessee corporation of the covenants and obligations of the Company or Trustee, as the case may be, contained in the Securities of one or more series or in this Indenture; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make any other provision in regard to matters or questions arising under this Indenture which the Board of Directors of the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Securities; (e) to prohibit the authentication and delivery of additional series of Securities; (f) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal and with or without interest coupons; (g) to establish the form and terms of the Securities of any series as permitted in Sections 2.01 and 2.02, or to authorize the issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed; and (h) to modify, alter, amend or supplement this Indenture in any other respect which is not materially adverse to the holders, so long as such change does not require the consent of the holders pursuant to any other provision of this Indenture and is not inconsistent with any other provisions of this Indenture and which, in the judgment of the Trustee, is not to the prejudice of the Trustee and maintains adequate protection to the Trustee when the same becomes operative. Subject to the provisions of Section 13.03, the Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 13.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 13.02. 47 SECTION 13.02. With the consent (evidenced as provided in Article Seven) of the holders of not less than 66 2/3 % in aggregate principal amount of the Securities at the time outstanding which are affected by such indenture supplemental hereto, the Company, when authorized by a resolution of its Board of Directors, and the Trustee may from time to time and at any time 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 the Securities of any series to be affected; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Securities, or reduce the rate or extend the time of payment of interest thereon, or reduce the amount of the principal thereof, or reduce any premium payable upon the redemption thereof, or make the principal thereof or interest or premium thereon payable in any coin or currency other than that provided in the Securities, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof as provided in Section 6.07, or adversely affect the right to convert any Security as may be provided pursuant to Section 2.02 herein, without the consent of the holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities of any series, the holders of which are required to consent to any such supplemental indenture, or modify any of the provisions of this Indenture relating to the subordination of the Securities in a manner adverse to the holder thereof, without the consent of the holders of all the Securities then outstanding, or (iii) modify, without the written consent of the Trustee, the rights, duties or immunities of the Trustee. A supplemental indenture which changes or eliminates any provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the holders of Securities of such series with respect to such provision, shall be deemed not to affect the rights under this Indenture of the holders of Securities of any other series. It shall not be necessary for the consent of the Securityholders under this Section 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section 13.02, the Company shall mail a notice, setting forth in general terms the substance of such supplemental indenture, to the holders of Securities affected by such supplemental indenture at their addresses as the same shall then appear in the register of the Company. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. SECTION 13.03. Upon the request of the Company, accompanied by the Officers' Certificate and Opinion of Counsel required by Section 14.03 and by (a) a supplemental indenture duly executed on behalf of the Company, 48 (b) a copy of a resolution of the Board of Directors of the Company, certified by the Secretary or an Assistant Secretary of the Company, authorizing the execution of said supplemental indenture, (c) an Opinion of Counsel, stating that said supplemental indenture complies with, and that the execution thereof is authorized or permitted by, the provisions of this Indenture, and (d) if said supplemental indenture shall be executed pursuant to Section 13.02, evidence (as provided in Article Seven) of the consent thereto of the Securityholders required to consent thereto as in Section 13.02 provided, the Trustee shall join with the Company in the execution of said supplemental indenture unless said supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to, enter into said supplemental indenture. SECTION 13.04. Upon the execution of any supplemental indenture pursuant to the provisions of this Article Thirteen, this Indenture shall be and shall be deemed to be modified and amended in accordance therewith and, except as herein otherwise expressly provided, the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the holders of all of the Securities or of the Securities of any series affected, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. SECTION 13.05. Securities authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article Thirteen may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Board of Directors of the Company, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated by the Trustee and delivered in exchange for the Securities then Outstanding in equal aggregate principal amounts, and such exchange shall be made without cost to the holders of the Securities. SECTION 13.06. Every supplemental indenture executed pursuant to the provisions of this Article Thirteen shall conform to the requirements of the Trust Indenture Act of 1939 as then in effect. SECTION 13.07. No supplemental indenture shall adversely affect the rights of any holder of Senior Indebtedness under Article Fifteen without the consent of such holder. 49 ARTICLE FOURTEEN MISCELLANEOUS PROVISIONS SECTION 14.01. Subject to the provisions of Section 5.05, nothing contained in this Indenture or in the Securities shall be deemed to prevent the consolidation or merger of the Company with or into any other corporation, or the merger into the Company of any other corporation, or the sale or lease by the Company of its property and assets as, or substantially as, an entirety, or otherwise. Upon any consolidation or merger, or any sale other than for cash or lease of all or substantially all of the assets of the Company in accordance with the provisions of Section 5.05, the corporation formed by such consolidation or into which the Company shall have been merged or to which such sale or lease shall have been made shall succeed to and be substituted for the Company with the same effect as if it had been named herein as a party hereto, and thereafter from time to time such corporation may exercise each and every right and power of the Company under this Indenture, in the name of the Company or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any corporation that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor corporation which shall theretofore have become such in the manner described in Section 5.05) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated. Anything in this Section 14.01 to the contrary notwithstanding, no such consolidation or merger shall be entered into, and no such conveyance or transfer shall be made, by the Company with or to another corporation or person which has outstanding any obligations secured by a Lien if, as a result thereof, any of the properties of any character owned by the Company immediately prior thereto would be subject to such Lien, unless simultaneously therewith or prior thereto effective provision shall be made to secure all of the Securities equally and ratably with (or prior to) such other secured obligations. SECTION 14.02. Nothing in this Indenture expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or to give to, any person or corporation other than the parties hereto and their successors and the holders of the Securities any right, remedy or claim under or by reason of this Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all covenants, conditions, stipulations, promises and agreements in this Indenture contained shall be for the sole and exclusive benefit of the parties hereto and their successors and of the holders of the Securities. SECTION 14.03. As evidence of compliance with the conditions precedent provided for in this Indenture (including any covenants compliance with which constitutes a condition precedent) which relate to the authentication and delivery of the Securities, to the satisfaction and discharge of this Indenture or to any other action to be taken by the Trustee at the request or upon the application of the Company, the Company will furnish to the Trustee an 50 Officers' Certificate, stating that such conditions precedent have been complied with and an Opinion of Counsel stating that in the opinion of such Counsel such conditions precedent have been complied with. Such Opinion of Counsel may be in the form and contain such assumptions, qualifications and limitations as customarily appear in legal opinions issued in the jurisdiction in which any such opinion of counsel is rendered. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include (1) a statement that the person making such certificate or opinion has read such condition or covenant; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such person, such examination or investigation as is necessary to enable the expression of an informed opinion as to whether or not such condition or covenant has been complied with has been made; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. Notwithstanding any provision of this Indenture authorizing the Trustee conclusively to rely upon any certificates or opinions, the Trustee, before granting any application by the Company or taking or refraining from taking any other action in reliance thereon, may require any further evidence or make any further investigation as to the facts or matters stated therein which it may, in good faith, deem reasonable in the circumstances, and in connection therewith the Trustee may examine or cause to be examined the pertinent books, records and premises of the Company or of any Subsidiary; and the Trustee shall, in any such case, require such further evidence or make such further investigation as may be requested by the holders of a majority in principal amount of the Securities then outstanding, provided that, if payment to the Trustee of the costs, expenses and liabilities likely to be incurred by it in making such investigation is not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee before making such investigation may require reasonable indemnity against such costs, expenses and liabilities. Any further evidence which may be requested by the Trustee pursuant to any of the provisions of this paragraph shall be furnished by the Company at its own expense; and any cost, expenses and liabilities incurred by the Trustee pursuant to any of the provisions of this paragraph shall be paid by the Company, or, if paid by the Trustee, shall be repaid by the Company, upon demand, with interest at the highest rate borne by the Securities, and, until such repayment, shall be secured by a lien on any moneys held by the Trustee hereunder prior to any rights therein of the holders of Securities. SECTION 14.04. All Securities paid, redeemed, exchanged, surrendered for registration of transfer or retired pursuant to the sinking fund or otherwise shall, if surrendered to the Company or to any paying agent, be delivered to the Trustee for cancellation and shall be cancelled by it or, if surrendered to the Trustee, shall be cancelled by it, and, except as otherwise provided in Sections 2.04, 2.05, 2.07, 4.02, 4.07 and 13.05, no Securities shall be issued under the Indenture in lieu thereof. The Trustee shall make appropriate notations in its records in respect of all such Securities and shall destroy such Securities and deliver a certificate of such destruction to the Company. If the Company shall acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are surrendered to the Trustee for cancellation. 51 SECTION 14.05. If any provision of this Indenture limits, qualifies or conflicts with any duties under any required provision of the Trust Indenture Act imposed hereon by Section 318(c) thereof, such required provision shall control. SECTION 14.06. Whenever action is required by this Indenture by the Board of Directors of the Company and there is at the time constituted a committee of the Board of Directors duly authorized to take such action, such action by said committee shall be deemed to be the action of the Board of Directors and shall be sufficient for all purposes of this Indenture where action by the Board of Directors is specified. SECTION 14.07. Any notice or demand authorized by this Indenture to be given to the Company shall be sufficiently given for all purposes, if it shall be given or made in writing, by hand, telecopier (with confirmation of receipt) or certified or registered mail (confirmation of receipt requested) to the Company addressed to it at 1850 North Central Avenue, Phoenix, Arizona 85077 (telephone: (602) 207-4000; telecopier: (602) 207-5480) to the attention of its Vice President - General Counsel or at such other address as may have been furnished in writing to the Trustee by the Company. Any notice, direction, request or demand to or upon the Trustee shall be sufficiently given, for all purposes, if it shall be given or made in writing, by hand, telecopier (with confirmation of receipt) or certified or registered mail (confirmation of receipt requested) to it at 5847 San Felipe, Suite 1050, Houston, Texas 77057 (telephone: (713) 278-4320; telecopier: (713) 278-4329 to the attention of Corporate Trust Group, or at such other address as may have been furnished in writing to the Company by the Trustee. Any notice required or permitted to be given to Securityholders shall be sufficiently given if given by first class mail, postage prepaid, to such holders, at their addresses as the same shall appear on the Security Register. A failure to give notice with respect to any particular holder or any defect therein shall not affect the sufficiency of notice given to any other holder. Notice may be waived in writing by the person entitled to receive such notice either before or after such event and such waiver shall be the equivalent of receipt of such notice. SECTION 14.08. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by or pursuant to 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. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any person of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the Company and any agent of the Trustee or the Company, if made in the manner provided in this Section 14.08. Without limiting the generality of this Section 14.08, unless otherwise provided in or pursuant to this Indenture, a holder, including a Depositary that is a holder of a global 52 Security, may make, give or take, by a proxy, or proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in or pursuant to this Indenture to be made, given or taken by holders, and a Depositary that is a holder of a global Security may provide for the beneficial owners of interests in any such global Security to direct such Depositary in taking such action through such Depositary's standing instructions and customary practices. The Depositary shall report only one result of its solicitation of proxies to the Trustee. (b) The fact and date of the execution by any person of any such instrument or writing may be proved in any reasonable manner which the Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine; and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section. (c) The ownership, principal amount and serial numbers of Securities held by any person, and the date of the commencement and the date of the termination of holding the same, shall be proved by the Security Register. (d) If the Company shall solicit from the holders of any Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company shall, by Board Resolution, fix in advance a record date for the determination of holders of Securities entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act. Such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the holders of Securities of record at the close of business on such record date shall be deemed to be holders for the purpose of determining whether holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the holders of Securities shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder of any Security shall bind every future holder of the same Security and the holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or suffered to be done by the Trustee, any Security Registrar or the Company in reliance thereon, whether or not notation of such action is made upon such Security. SECTION 14.09. In any case where the date of maturity of interest on or principal of the Securities or the date fixed for redemption of any Securities shall not be a business day, then payment of interest, principal and premium, if any, may be made on the next succeeding business day with the same force and effect as if made on the date of maturity and no interest shall accrue for the period after such date. 53 SECTION 14.10. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. SECTION 14.11. This Indenture and each Security shall be deemed to be a contract made under the law of the State of New York, and for all purposes shall be construed in accordance with the law of said State. ARTICLE FIFTEEN SUBORDINATION OF SECURITIES SECTION 15.01. The Company, for itself, its successors and assigns, covenants and agrees, and each holder of Securities by his acceptance thereof, likewise covenants and agrees, Indebtedness evidenced by such Securities, including the principal of and premium, if any, on, sinking fund requirements therefor, if any, and interest, if any, on each and all of the Securities are hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness. The subordination provisions hereof shall be subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Indenture upon the Senior Indebtedness and the holders thereof with respect to the Securities and the holders thereof by a lawful plan of reorganization under applicable bankruptcy law. SECTION 15.02. In the event of any distribution of assets or securities of the Company of any kind or character (whether in cash, property or securities) upon any dissolution, winding-up, liquidation or reorganization of the Company, whether voluntary or involuntary and whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise, (a) the holders of all Senior Indebtedness shall be entitled to receive payment in full of the principal thereof and premium, if any, thereon and interest due thereon before any payment or distribution of any character (whether in cash, securities or property) is made on account of the principal of (and premium, if any), or interest on or sinking fund requirements, if any, for the indebtedness evidenced by the Securities of any series; and (b) any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, on account of the indebtedness evidenced by the Securities of any series to which the holders of such Securities or the Trustee would be entitled except for the provisions of this Article Fifteen shall be paid or delivered by the Company or any trustee in bankruptcy, receiver, assignee for benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Senior Indebtedness at the time outstanding or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, pro rata, 54 as their respective interests may appear, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (c) in the event that, notwithstanding the foregoing, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, on account of the indebtedness evidenced by the Securities of any series shall be received by the Trustee or the holders of such Securities before all Senior Indebtedness is paid in full, such payment or distribution shall be received and held for the benefit of, and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, pro rata, as their respective interests may appear, for application to the payment of all such Senior Indebtedness, to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. The Company shall give prompt written notice to the Trustee of any dissolution, winding-up, liquidation or reorganization of the Company within the meaning of this Section 15.02. Upon any payment or distribution of assets or securities of the Company referred to in this Section 15.02, the Trustee, subject to the provisions of Section 10.01, shall be entitled to rely upon a certificate of the trustee in bankruptcy, receiver, assignee for benefit of creditors or other liquidating agent making such payment or distribution, delivered to the Trustee or to the holders of Securities of any series, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of 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 Section 15.02. 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 holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section 15.02, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Section 15.02, 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. Nothing in this Section 15.02 shall apply to the claims of, or payments to, the Trustee under or pursuant to Section 10.05. Subject to the payment in full of all Senior Indebtedness, the holders of the Securities of any series shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets or securities of the Company made on the Senior Indebtedness until the principal of and premium, if any, and interest on the Securities shall be paid in full and for purposes of such subrogation, no payments or distributions to the holders of Senior Indebtedness of cash, property, or securities, to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article Fifteen, and no payment over pursuant to the provisions of this Article Fifteen to the holders of Senior Indebtedness by the 55 holders of the Securities or the Trustee, shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of Securities, be deemed to be a payment by the Company to or on account of Senior Indebtedness, it being understood that the provisions of this Article Fifteen are, and are intended, solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of Senior Indebtedness, on the other hand. SECTION 15.03. Nothing contained in this Article Fifteen or elsewhere in this Indenture, or in any of the Securities of any series, is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities, as and when the same shall become due and payable in accordance with their terms, or affect the relative rights of the holders of the Securities and creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the provisions of Article Six and the rights, if any, under this Article Fifteen of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. SECTION 15.04. (a) Upon the maturity of any Senior Indebtedness by lapse of time, acceleration or otherwise, or upon the maturity of the Securities of such series by acceleration thereof under Article 6, then all principal and interest on all such matured Senior Indebtedness, or on all Senior Indebtedness outstanding at the time of such acceleration under Article 6, respectively, shall first be paid in full before any direct or indirect payment (in cash, property, securities, by set-off or otherwise) on account of principal (and premium, if any) or interest is made upon the Securities. (b) Upon a default in the payment of principal (and premium, if any) or interest with respect to any Senior Indebtedness, then, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (and premium, if any) or interest on the Securities or as a sinking fund, if any, for the Securities (except sinking fund payments, if any, made in Securities acquired by the Company prior to such default), or in respect of any redemption, retirement, purchase or other acquisition of any of the Securities. In the event that, notwithstanding the foregoing, any direct or indirect payment or distribution shall be received by the Trustee or by any holder of the Securities in contravention of the provisions of Section 15.02 or this paragraph (b), then such payments shall be held for the benefit of, and shall be paid over to, the holders of all Senior Indebtedness at the time outstanding or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the pro rata payment of all such Senior Indebtedness until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. 56 (c) Upon the happening of an event of default (other than a default in the payment of principal, premium, if any, or interest) with respect to any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holders thereof to accelerate the maturity thereof, then, unless and until such event of default (other than a default in the payment of principal, premium, if any, or interest) shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (and premium, if any) or interest on the Securities or as a sinking fund, if any, for the Securities (except sinking fund payments, if any, made in Securities acquired by the Company prior to such event of default), or in respect of any redemption, retirement, purchase or other acquisition of any of the Securities. In the event that, notwithstanding the foregoing, any direct or indirect payment or distribution shall be received by the Trustee or any holder of the Securities in contravention of the provisions of Section 15.02 or this paragraph (c), then such payments shall be held for the benefit of, and shall be paid over to, the holders of all Senior Indebtedness at the time outstanding or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the pro rata payment of all such Senior Indebtedness until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. SECTION 15.05. Nothing contained in this Article Fifteen or elsewhere in this Indenture, or in any of the Securities, shall (a) prevent the Company from making any payment on account of principal of (and premium, if any), sinking fund or interest on such Securities, or deposits of moneys for such payments with the Trustee or any paying agent, except during the existence of any of the conditions described in Section 15.02 or Section 15.04, or (b) prevent the Trustee, notwithstanding the existence of any of the conditions described in Section 15.02 or Section 15.04, from applying any moneys deposited with it hereunder for such purpose to the payment of the principal of (and premium, if any), sinking fund for or interest on the Securities, unless, at least one full business day prior to the date upon which such payment would otherwise (except for the existence of any such condition) become due and payable, the Trustee shall have received written notice of the existence of any such condition and describing the same from the Company or any holder of Senior Indebtedness or any trustee or agent for or similar representative of any such holder, or (c) result in charging the Trustee with knowledge of the existence of Senior Indebtedness or, in the absence of written notice of the existence of any condition described in Sections 15.02 or 15.04 hereof, with knowledge of the existence of such condition. SECTION 15.06. The Trustee shall be entitled to all the rights set forth in this Article Fifteen in respect of any Senior Indebtedness at any time held by it, to the same extent as any other holder of Senior Indebtedness and nothing in this Indenture shall be construed to deprive the Trustee of any of its rights as such holder. Any amounts due to the Trustee pursuant to Section 10.07 hereof shall be deemed to be Senior Indebtedness. SECTION 15.07. No right of any present or future holder of any Senior Indebtedness of the Company 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 holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. SECTION 15.08. Each holder of a Security of any series by his acceptance thereof (i) hereby irrevocably authorizes and empowers (but without imposing any obligation on) each holder of any Senior Indebtedness at the time outstanding and such holder's representatives, to demand, sue for, collect, receive and receipt for such holder's ratable share of payments and distributions in respect of the Securities which are required to be paid or delivered to the holders of Senior Indebtedness as provided in Sections 15.02 and 15.04 hereof, and to file and prove all claims therefor and take all such other action (including the right to vote such holder's ratable share of such Securities) in the name of the holders of the Securities, or otherwise, as such holder or such holder's representatives may determine to be necessary or appropriate for the enforcement of the provisions of Sections 15.02 and 15.04 above; and (ii) agrees to execute and deliver to each holder of Senior Indebtedness, and such holder's representatives, all such further instruments confirming the authorization hereinabove set forth, and all such powers of attorney, proofs of claim, assignments of claim and other instruments, and to take all such other action as may be requested by such holder or such holder's representatives in order to enable such holder to enforce all claims upon or in respect of such holder's ratable share of the Securities. Each holder of a Security of any series by his acceptance thereof authorizes the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate, as between the holders of Senior Indebtedness and the holders of such Securities, the subordination as provided in this Article Fifteen, and appoints the Trustee his attorney-in-fact for any and all such purposes. SECTION 15.09. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if it shall mistakenly pay over or distribute to holders of Securities or the Company or any other Person moneys or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this Article Fifteen or otherwise. SECTION 15. 10. Notwithstanding anything herein contained to the contrary, all the provisions of this Indenture shall be subject to the provisions of this Article Fifteen, except that this Article Fifteen is subject to the provisions of Section 5.03. 58 IN WITNESS WHEREOF, Viad Corp has caused this Indenture to be executed in its corporate name by one of its officers thereunto duly authorized, and its corporate seal to be hereunto affixed and to be attested by its Secretary or one of its Assistant Secretaries, and Wachovia Bank, National Association, has caused this Indenture to be executed in its corporate name by one of its authorized officers thereunto duly authorized. VIAD CORP [Seal] By:________________________ Attest: _____________________ WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee [Seal] By:________________________ Attest: _____________________ EX-5 4 p66541ex5.txt EX-5 Exhibit 5 May 16, 2002 Viad Corp Viad Tower 1850 North Central Avenue Phoenix, Arizona 85077 Ladies and Gentlemen: This opinion is furnished in connection with Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 Registration No. 033-54465 (the "Registration Statement") filed by Viad Corp (the "Company") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") and the prospectus contained therein (such prospectus as may be completed or amended, the "Prospectus") with respect to (i) unsecured debt securities of the Company (the "Debt Securities"), which may be either senior (the "Senior Debt Securities") or subordinated (the "Subordinated Debt Securities"), (ii) warrants to purchase Debt Securities (the "Debt Warrants"), (iii) shares of preferred stock of the Company (the "Preferred Stock"), (iv) depositary shares (the "Depositary Shares") representing interests in Preferred Stock, (v) shares of Common Stock of the Company (the "Common Stock"), and (vi) warrants to purchase Common Stock (the "Common Warrants" and together with the Debt Warrants, the "Warrants") with an aggregate issue price of up to $500,000,000. All securities set forth above that may be offered by the Registration Statement are referred to in this opinion as the "Securities." I have examined, or caused to be examined: - - the certificate of incorporation and bylaws of the Company, each as amended to date; - - the records of the Company's corporate proceedings; - - the Registration Statement, including the exhibits thereto; - - the Indenture between the Company and the Chase Manhattan Bank, N.A., as Trustee, dated April 1, 1993, relating to Senior Debt Securities (the "Senior Indenture"); - - form of Senior Note representing Senior Debt Securities; - - form of Fixed Rate Medium Term Note; - - form of Floating Rate Medium Term Note; - - the Indenture between the Company and Wachovia Bank, National Association, as Trustee, dated May 14, 2002 relating to Subordinated Debt Securities (the "Subordinated Indenture" and together with the Senior Indenture, the "Indentures"); - - form of Subordinated Debt Securities; - - the Statements of Eligibility on Form T-1 under the Trust Indenture Act of 1939 (the "Trust Indenture Act"), filed as Exhibits to the Registration Statement; - - the forms of warrant agreements between the Company and one or more warrant agents attached as Exhibits to the Registration Statement relating to the Debt Warrants or the Common Warrants, as the case may be; - - the form of deposit agreement between the Company and a depositary relating to the Depositary Shares; and - - such other documents, instruments, statements and records of the Company as I have deemed relevant and necessary or appropriate in connection with the opinions hereinafter expressed. In connection with the foregoing, I have assumed and have not independently verified: - - the genuineness of all signatures on all documents examined by me, - - the legal capacity of natural persons, - - the authenticity of all documents submitted to me as originals and the conformity to the originals of all documents submitted to me as copies, - - the effectiveness of the Registration Statement, and any amendments thereto (including post-effective amendments), under the Securities Act; - - the filing of a prospectus supplement with the Securities and Exchange Commission describing the Securities offered thereby; - - the issuance and sale of all Securities in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the applicable prospectus supplement; - - the due authorization, execution and delivery of a definitive purchase, underwriting or similar agreement with respect to any Securities offered, whether in the form attached as an exhibit to the Registration Statement or otherwise, by the Company and the other parties thereto (each an "Underwriting Agreement"); - - any securities issuable upon conversion, exchange, redemption or exercise of any Securities being offered will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange, redemption or exercise; - - with respect to shares of Common Stock or Preferred Stock offered or issuable upon any conversion, exchange, redemption or exercise of any Securities being offered, (a) there will be sufficient shares of Common Stock or Preferred Stock, as the case may be, authorized under the Company's organizational documents and not otherwise reserved for issuance and (b) certificates representing such shares, if any, shall have been duly executed, countersigned, registered and delivered either in accordance with the terms of the applicable Underwriting Agreement and, in the case of Preferred Stock, the applicable Certificate of Designations, or in accordance with the terms of the Security converted, exchanged, redeemed or exercised; - - the qualification of the Senior Indenture and Subordinated Indenture under the Trust Indenture Act; - - with respect to shares of Preferred Stock offered or issuable upon any conversion, exchange, redemption or exercise of any Securities or represented by Depositary Shares, the due authorization, execution and filing of a certificate of designations with respect to such shares of Preferred Stock (each a "Certificate of Designations"); - - with respect to Debt Securities offered, the due authorization, execution and delivery by the parties thereto of the Senior Indenture or the Subordinated Indenture, as the case may be, and each amendment of or supplement to, the Senior Indenture or Subordinated Indenture, as the case may be; - - with respect to Warrants offered, the due authorization, execution and delivery by the Company and a warrant agent of a warrant agreement, and each amendment thereof or supplement thereto, consistent with the applicable form attached as an exhibit to the Registration Statement (each a "Warrant Agreement"); and - - with respect to Depositary Shares offered, the due authorization, execution and delivery by the Company and a depositary of a deposit agreement and each amendment thereof or supplement thereto, consistent with the form attached as an exhibit to the Registration Statement (each a "Deposit Agreement") and the due authorization, execution and delivery by the Company of depositary receipts evidencing rights in the Depositary Shares. Based upon the foregoing, I am of the opinion that: 1. The Debt Securities registered under the Registration Statement, when duly authorized, established, executed, authenticated and delivered against payment therefor or upon the exercise of Debt Warrants, and, in the case of Debt Securities acquired upon the exercise of Debt Warrants, when the Debt Warrants shall have been duly authorized, established, executed, authenticated and delivered against payment therefore and the Company shall have received any additional consideration which is payable upon such exercise, in each case in accordance with the terms and provisions of the applicable Indenture, as amended or supplemented, and any applicable Underwriting Agreement and as contemplated by the Registration Statement, including the applicable prospectus supplement, will be validly issued and will constitute binding obligations of the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors' rights generally from time to time in effect, general principles of equity and governmental authority to limit delay or prohibit the making of payments outside the United States or in foreign currency or composite currency. 2. The shares of Preferred Stock registered under the Registration Statement, when duly authorized and established and issued and delivered against payment therefor and, in the case of Preferred Stock issued upon the conversion, exchange, redemption or exercise of any other Security, in accordance with the terms of such other Security, in each case in accordance with the terms and conditions of the Registration Statement, including the applicable prospectus supplement, any applicable Underwriting Agreement, and the applicable Certificate of Designations, will be validly issued, fully paid and nonassessable. 3. The shares of Common Stock registered under the Registration Statement, when duly authorized and issued and delivered for consideration having a value not less than the par value thereof and, in the case of Common Stock issued upon the conversion, exchange, redemption or exercise of any other Security, in accordance with the terms and conditions of such other Security, in each case, in accordance with the Registration Statement including the applicable prospectus supplement and any applicable Underwriting Agreement, will be validly issued, fully paid and nonassessable. 4. The Warrants registered under the Registration Statement, when duly authorized, established, executed and delivered against payment therefor in accordance with the terms and conditions of the applicable Warrant Agreement, the Registration Statement including the applicable prospectus supplement and any applicable Underwriting Agreement, will be legally issued, and will be legal and binding obligations of the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors' rights and generally from time to time in effect, general principles of equity and governmental authority to limit delay or prohibit the making of payments outside the United States or in foreign currency or composite currency. 5. The Depositary Shares registered under the Registration Statement, when duly authorized, executed, authenticated and delivered against payment therefore, in accordance with the terms and conditions of the applicable Deposit Agreement, the Registration Statement including the applicable prospectus supplement and any applicable Underwriting Agreement, will be legally issued, and will be legal and binding obligations of the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors' rights and generally from time to time in effect, general principles of equity and governmental authority to limit delay or prohibit the making of payments outside the United States or in foreign currency or composite currency. I express no opinion herein as to the laws of any jurisdiction other than the laws of the State of Delaware and the federal laws of the United States of America and I express no opinion as to state securities or blue sky laws. I hereby consent to the reference to my name in the Registration Statement and further consent to the inclusion of this opinion as Exhibit 5 to the Registration Statement. In giving this consent, I do not hereby admit that I am in the category of persons whose consent is required under the Securities Act or the rules and regulation of the Securities and Exchange Commission. Very truly yours, By /s/ Scott E. Sayer ------------------------------------------ Scott E. Sayer Vice President-General Counsel & Secretary EX-12.1 5 p66541ex12-1.txt EX-12.1 EXHIBIT 12.1 VIAD CORP - TOTAL ENTERPRISE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (DOLLARS IN THOUSANDS)

THREE MONTHS ENDED MARCH 31, YEAR ENDED DECEMBER 31, --------------------- ------------------------------------------------------------ 2002 2001 2001 2000 1999 1998 1997 -------- -------- -------- -------- -------- -------- -------- Earnings available for fixed charges: Pretax income from continuing operations ......... $ 44,176 $ 34,054 $ 46,746 $167,037 $153,419 $123,450 $ 67,713 Minority interests .............. 434 (274) 1,326 1,717 2,078 2,165 1,237 Fixed charges, excluding capitalized interest .......... 8,606 11,107 38,401 37,368 39,210 39,292 47,033 -------- -------- -------- -------- -------- -------- -------- $ 53,216 $ 44,887 $ 86,473 $206,122 $194,707 $164,907 $115,983 ======== ======== ======== ======== ======== ======== ======== Fixed charges: Interest expense(1) ............. $ 5,081 $ 7,545 $ 25,936 $ 25,303 $ 26,888 $ 27,212 $ 34,296 Interest capitalized ............ 27 85 195 1,032 -- -- -- Estimated portion of rental expense representing interest ......... 3,525 3,562 12,465 12,065 12,322 12,080 12,737 -------- -------- -------- -------- -------- -------- -------- $ 8,633 $ 11,192 $ 38,596 $ 38,400 $ 39,210 $ 39,292 $ 47,033 ======== ======== ======== ======== ======== ======== ======== Ratio of earnings (available for fixed charges) to fixed charges ................ 6.16 4.01 2.24 5.37 4.97 4.20 2.47 ======== ======== ======== ======== ======== ======== ========

(1) Amortization of debt discount is not separately listed as such amounts are included in interest expense. EX-12.2 6 p66541ex12-2.txt EX-12.2 EXHIBIT 12.2 VIAD CORP - TOTAL ENTERPRISE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (DOLLARS IN THOUSANDS)

THREE MONTHS ENDED MARCH 31, YEAR ENDED DECEMBER 31, ------------------- ---------------------------------------------------- 2002 2001 2001 2000 1999 1998 1997 -------- -------- -------- -------- -------- -------- -------- Earnings available for fixed charges and preferred stock dividends: Pretax income from continuing operations ................ $ 44,176 $ 34,054 $ 46,746 $167,037 $153,419 $123,450 $ 67,713 Minority interests ..................... 434 (274) 1,326 1,717 2,078 2,165 1,237 Fixed charges, excluding capitalized interest and preferred stock dividends ............................ 8,606 11,107 38,401 37,368 39,210 39,292 47,033 -------- -------- -------- -------- -------- -------- -------- $ 53,216 $ 44,887 $ 86,473 $206,122 $194,707 $164,907 $115,983 ======== ======== ======== ======== ======== ======== ======== Fixed charges and preferred stock dividends: Interest expense(1) .................... $ 5,081 $ 7,545 $ 25,936 $ 25,303 $ 26,888 $ 27,212 $ 34,296 Interest capitalized ................... 27 85 195 1,032 -- -- -- Estimated portion of rental expense representing interest ................ 3,525 3,562 12,465 12,065 12,322 12,080 12,737 Pretax earnings required to cover preferred stock dividends ...................... 389 398 1,488 1,345 1,417 1,472 1,350 -------- -------- -------- -------- -------- -------- -------- $ 9,022 $ 11,590 $ 40,084 $ 39,745 $ 40,627 $ 40,764 $ 48,383 ======== ======== ======== ======== ======== ======== ======== Ratio of earnings (available for fixed charges and preferred stock dividends) to fixed charges and preferred stock dividends....................... 5.90 3.87 2.16 5.19 4.79 4.05 2.40 ======== ======== ======== ======== ======== ======== ========

(1) Amortization of debt discount is not separately listed as such amounts are included in interest expense. EX-23.1 7 p66541ex23-1.txt EX-23.1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 033-54465 of Viad Corp on Form S-3 of our report dated February 21, 2002, (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the restatement of the consolidated financial statements for the fiscal years ended December 31, 2000 and 1999) appearing in the Annual Report on Form 10-K of Viad Corp for the year ended December 31, 2001 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. Phoenix, Arizona May 14, 2002 Deloitte & Touche LLP EX-25.1 8 p66541ex25-1.txt EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ] J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 95-4655078 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 101 CALIFORNIA STREET, FLOOR 38 SAN FRANCISCO, CALIFORNIA 94111 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) VIAD CORP (Exact name of obligor as specified in its charter) DELAWARE 36-1169950 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 1850 NORTH CENTRAL AVENUE PHOENIX, AZ 85077 85077 (Address of principal executive offices) (Zip Code) SENIOR DEBT SECURITIES (Title of the indenture securities) ITEM 1. GENERAL INFORMATION. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency, Washington, D.C. Board of Governors of the Federal Reserve System, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. ITEM 2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the trustee, describe each such affiliation. None. ITEM 16. LIST OF EXHIBITS. List below all exhibits filed as part of this statement of eligibility. Exhibit 1. Articles of Association of the Trustee as Now in Effect (see Exhibit 1 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference). Exhibit 2. Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference). Exhibit 3. Authorization of the Trustee to Exercise Corporate Trust Powers (contained in Exhibit 2). Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference). Exhibit 5. Not Applicable Exhibit 6. The consent of the Trustee required by Section 321 (b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference). Exhibit 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. Exhibit 8. Not Applicable Exhibit 9. Not Applicable 2 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, J. P. Morgan Trust Company, National Association, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of San Francisco, and State of California, on the 26TH day of April, 2002. J. P. Morgan Trust Company, National Association By: /s/ Jennifer Richardson ------------------------------------------- Jennifer Richardson Vice President 3 EXHIBIT 7. Report of Condition of the Trustee. CONSOLIDATED REPORT OF CONDITION OF J.P. Morgan Trust Company, N.A., (formerly Chase Manhattan Bank and Trust Company, N.A.) (Legal Title) LOCATED AT 1800 Century Park East, Ste. 400 Los Angeles, CA 90067 (Street) (City) (State) (Zip) AS OF CLOSE OF BUSINESS ON December 31, 2001 ASSETS DOLLAR AMOUNTS IN THOUSANDS 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin (1) 19,694 b. Interest bearing balances (2) 1,009 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A) 0 b. Available-for-sale securities (from Schedule RC-B, column D) 13,423 3. Federal Funds sold and securities purchased agreements to resell 237,950 4. Loans and lease financing receivables (from Schedule RC-C): a. Loans and leases held for sale 0 b. Loans and leases, net of unearned income 3,287 c. LESS: Allowance for loan and lease losses (184) d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) 3,103 5. Trading assets (from Schedule RC-D) N/A 6. Premises and fixed assets (including capitalized leases) 6,916 7. Other real estate owned (from Schedule RC-M) 0 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 0 9. Customers' liability to this bank on acceptances outstanding 11,880 10. Intangible assets a. Goodwill 0 b. Other intangible assets (from Schedule RC-M) 164,520 11. Other assets (from Schedule RC-F) 5,676 12. TOTAL ASSETS (sum of items 1 through 11) 464,171 (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. 4 LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) 124,698 (1) Noninterest-bearing (1) 105,301 (2) Interest-bearing 19,397 b. In foreign offices, Edge and Agreement subsidiaries, and IBF' (1) Noninterest-bearing N/A (2) Interest-bearing N/A 14. Federal funds purchased and securities sold under agreements to repurchase 0 15. Trading liabilities (from Schedule RC-D) 0 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M): 0 17. Not applicable 18. Bank's liability on acceptances executed and outstanding 0 19. Subordinated notes and debentures (2) 0 20. Other liabilities (from Schedule RC-G) 44,561 21. Total liabilities (sum of items 13 through 20) 169,259 22. Minority interest in consolidated subsidiaries 0 EQUITY CAPITAL 23. Perpetual preferred stock and related surplus 0 24. Common stock 600 25. Surplus (exclude all surplus related to preferred stock) 277,264 26. a. Retained earnings 17,011 b. Accumulated other comprehensive income (3) 37 27. Other equity capital components (4) 0 28. Total equity capital (sum of items 23 through 27) 294,912 29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) 464,171 MEMORANDUM To be reported with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2000 /1/ (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Includes limited-life preferred stock and related surplus. (3) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and minimum pension liability adjustments. (4) Includes treasury stock and unearned Employee Stock Ownership Plan shares. 5 EX-25.2 9 p66541ex25-2.txt EX-25.2 Exhibit 25.2 Registration No. 333-___ FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ] Wachovia Bank, National Association (Exact name of trustee as specified in its charter) United States of America (Jurisdiction of incorporation or organization if not a U.S. national bank) 22-1147033 (I.R.S. Employer Identification Number) One Wachovia Center 301 South College Street Charlotte, North Carolina (Address of principal executive offices) 28288 (Zip code) Kevin M. Dobrava Wachovia Bank, National Association 5847 San Felipe, Suite 1050 Houston, Texas 77057 (713)278-4320 (Name, address and telephone number of agent for service) Viad Corp (Exact name of obligor as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 36-1169950 (I.R.S. Employer Identification No.) 1850 North Central Avenue Phoenix, Arizona (Address of principal executive offices) 85077 (Zip code) Convertible and Non-Convertible Subordinated Debt Securities (Title of the indenture securities) 1 Item 1. GENERAL INFORMATION. Furnish the following information as to the trustee: a. Name and address of each examining or supervising authority to which it is subject.

NAME ADDRESS Board of Governors of the Federal Washington, D.C. Reserve System Comptroller of the Currency Washington, D.C. Federal Deposit Insurance Washington, D.C. Corporation

b. Whether it is authorized to exercise corporate trust powers. The Trustee is authorized to exercise corporate trust powers. Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the trustee, describe each such affiliation. The obligor is not an affiliate of the trustee. (See Note 1 on page 6.) Item 3. VOTING SECURITIES OF THE TRUSTEE. Furnish the following information as to each class of voting securities of the trustee: As of April 29, 2002 (Insert date within 31 days).

COL. A COL. B TITLE OF CLASS AMOUNT OUTSTANDING Common Stock 1,362,000,000

Item 4. TRUSTEESHIPS UNDER OTHER INDENTURES. If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, furnish the following information: a. Title of the securities outstanding under each such other indenture. Not Applicable. b. A brief statement of the facts relied upon as a basis for the claim that no conflicting interest within the meaning of Section 310(b)(1) of the Act arises as a result of the trusteeship under any such other indenture, including a statement as to how the indenture securities will rank as compared with the securities issued under such other indenture. 2 Not Applicable. Item 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR UNDERWRITERS. If the trustee or any of the directors or executive officers of the trustee is a director, officer, partner, employee, appointee, or representative of the obligor of any underwriter for the obligor, identify each such person having any such connection and state the nature of each such connection. Not Applicable - see answer to Item 13. Item 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS. Furnish the following information as to the voting securities of the trustee owned beneficially by the obligor and each director, partner, and executive officer of the obligor. As of ________________ (Insert date within 31 days). COL. D COL. C PERCENTAGE OF VOTING SECURITIES COL. A COL. B AMOUNT OWNED REPRESENTED BY AMOUNT GIVEN NAME OF OWNER TITLE OF CLASS BENEFICIALLY IN COL. C Not Applicable - see answer to Item 13. Item 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR OFFICIALS. Furnish the following information as to the voting securities of the trustee owned beneficially by each underwriter for the obligor and each director, partner, and executive officer of each such underwriter: As of __________________ (Insert date within 31 days).

COL. D COL. C PERCENTAGE OF VOTING SECURITIES COL. A COL. B AMOUNT OWNED REPRESENTED BY AMOUNT GIVEN NAME OF OWNER TITLE OF CLASS BENEFICIALLY IN COL. C Not Applicable - see answer to Item 13.

Item 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE. Furnish the following information as to securities of the obligor owned beneficially or held as collateral security for obligations in default by the trustee: As of __________________ (Insert date within 31 days). 3

COL. C AMOUNT OWNED COL. COL. B BENEFICIALLY OR PERCENT OF CLASS WHETHER THE SECURITIES HELD AS COLLATERAL REPRESENTED BY COL. A ARE VOTING OR SECURITY FOR AMOUNT GIVEN TITLE OF CLASS NONVOTING SECURITIES OBLIGATIONS IN DEFAULT IN COL. C Not Applicable - see answer to Item 13.

Item 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE. If the trustee owns beneficially or hold as collateral security for obligations in default any securities of an underwriter for the obligor, furnish the following information as to each class of securities of such underwriter any of which are so owned or held by the trustee: As of _________________ (Insert date within 31 days).

COL. C COL. D AMOUNT OWNED BENEFICIALLY PERCENT OF CLASS COL. A COL. B OR HELD AS COLLATERAL REPRESENTED BY TITLE OF ISSUER AMOUNT SECURITY FOR OBLIGATIONS AMOUNT GIVEN AND TITLE OF CLASS OUTSTANDING IN DEFAULT BY TRUSTEE IN COL. C Not Applicable - see answer to Item 13.

Item 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR. If the trustee owns beneficially or holds as collateral security for obligations in default voting securities of a person who, to the knowledge of the trustee (1) owns 10 percent or more of the voting securities of the obligor or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the following information as to the voting securities of such person: As of __________________ (Insert date within 31 days).

COL. C COL. D AMOUNT OWNED BENEFICIALLY PERCENT OF CLASS COL. A COL. B OR HELD AS COLLATERAL REPRESENTED BY TITLE OF ISSUER AMOUNT SECURITY FOR OBLIGATIONS AMOUNT GIVEN AND TITLE OF CLASS OUTSTANDING IN DEFAULT BY TRUSTEE IN COL. C Not Applicable - see answer to Item 13.

Item 11. Ownership or holdings by the trustee of any securities of a person owning 50 percent or more of the voting securities of the obligor. If the trustee owns beneficially or holds 4 as collateral security for obligations in default any securities of a person who, to the knowledge of the trustee, owns 50 percent or more of the voting securities of the obligor, furnish the following information as to each class of securities of such person any of which are so owned or held by the trustee: As of __________________ (Insert date within 31 days).

COL. C COL. D AMOUNT OWNED BENEFICIALLY PERCENT OF CLASS COL. A COL. B OR HELD AS COLLATERAL REPRESENTED BY TITLE OF ISSUER AMOUNT SECURITY FOR OBLIGATIONS AMOUNT GIVEN AND TITLE OF CLASS OUTSTANDING IN DEFAULT BY TRUSTEE IN COL. C Not Applicable - See answer to Item 13.

Item 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE. Except as noted in the instructions, if the obligor is indebted to the trustee, furnish the following information: As of __________________ (Insert date within 31 days).

COL. A COL. B COL. C NATURE OF INDEBTEDNESS AMOUNT OUTSTANDING DATE DUE Not Applicable - See answer to Item 13.

Item 13. Defaults by the Obligor. a. State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default. None. b. If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default. None. Item 14. AFFILIATIONS WITH THE UNDERWRITERS. If any underwriter is an affiliate of the trustee, describe each such affiliation. Not Applicable. Item 15. FOREIGN TRUSTEE. Identify the order or rule pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act. Not Applicable. 5 Item 16. LIST OF EXHIBITS. List below all exhibits filed as a part of this statement of eligibility. 1. Articles of Association of Wachovia Bank, National Association as now in effect. 2. Certificate of Authority of the trustee to commence business. 3. Copy of the authorization of the trustee to exercise corporate trust powers. 4. Existing bylaws of the trustee. 5. Not Applicable. 6. The consent of the trustee required by Section 321(b) of the Act. 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.* 8. Not Applicable. 9. Not Applicable. - ------------------------ * This report is available over the Internet at the website of the Federal Deposit Insurance Corporation and this report as therein contained is incorporated herein by reference. This website is located at http://www3.fdic.gov/idasp/main.asp. ONCE AT THAT ADDRESS, TYPE IN "WACHOVIA CORPORATION" AT THE FIELD ENTITLED "INSTITUTION NAME" THEN CLICK ON THE "FIND" FIELD ABOVE WHERE THE NAME OF THE BANK HAS BEEN TYPED IN THEN CLICK ON THE CERTIFICATE NUMBER FOR WACHOVIA CORPORATION (1073551) THEN CLICK ON THE "GENERATE REPORT" FIELD. NOTES: Note 1: The trustee is a subsidiary of Wachovia Corporation, a bank holding company; all of the voting securities of the trustee are held by Wachovia Corporation. The voting securities of Wachovia Corporation are described in Item 3. 6 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Wachovia Bank, National Association, a national banking association [state form of organization] organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the city of Houston , and State [or other jurisdiction] of Texas , on the 29th day of April, 2002. WACHOVIA BANK, NATIONAL ASSOCIATION (Trustee) By: /s/ Kevin M. Dobrava --------------------------------- Kevin M. Dobrava, Vice President (Name and Title) 7 EXHIBIT 1 WACHOVIA BANK, NATIONAL ASSOCIATION ARTICLES OF ASSOCIATION For the purpose of organizing an Association to carry on the business of banking under the laws of the United States, the undersigned do enter into the following Articles of Association: FIRST. The title of this Association shall be WACHOVIA BANK, NATIONAL ASSOCIATION. SECOND. The main office of the Association shall be in Charlotte, County of Mecklenburg, State of North Carolina. The general business of the Association shall be conducted at its main office and its branches. THIRD. The Board of Directors of this Association shall consist of not less than five nor more than twenty-five directors, the exact number of directors within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board of Directors or by resolution of the shareholders at any annual or special meeting thereof. Unless otherwise provided by the laws of the United States, any vacancy in the Board of Directors for any reason, including an increase in the number thereof, may be filled by action of the Board of Directors. FOURTH. The annual meeting of the shareholders for the election of directors and the transaction of whatever other business may be brought before said meeting shall be held at the main office or such other place as the Board of Directors may designate, on the day of each year specified therefor in the By-Laws, but if no election is held on that day, it may be held on any subsequent day according to the provisions of law; and all elections shall be held according to such lawful regulations as may be prescribed by the Board of Directors. Nominations for election to the Board of Directors may be made by the Board of Directors or by any stockholder of any outstanding class of capital stock of 8 the bank entitled to vote for election of directors. Nominations, other than those made by or on behalf of the existing management of the bank, shall be made in writing and shall be delivered or mailed to the President of the bank and to the Comptroller of the Currency, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of stockholders called for the election of directors, provided, however, that if less than 21 days' notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the President of the Bank and to the Comptroller of the Currency not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder: (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the total number of shares of capital stock of the bank that will be voted for each proposed nominee; (d) the name and residence address of the notifying shareholder; and (e) the number of shares of capital stock of the bank owned by the notifying shareholder. Nominations not made in accordance herewith may, in his discretion, be disregarded by the Chairman of the meeting, and upon his instructions, the vote tellers may disregard all votes cast for each such nominee. FIFTH. (a) General. The amount of capital stock of this Association shall be (I) 25,000,000 shares of common stock of the par value of twenty dollars ($20.00) each (the "Common Stock") and (ii) 160,540 shares of preferred stock of the par value of one dollar ($ 1. 00) each (the "Non-Cumulative Preferred Stock"), having the rights, privileges and preferences set forth below, but said capital stock may be increased or decreased from time to time in accordance with the provisions of the laws of the United States. (b) Terms of the Non-Cumulative Preferred Stock. 1. General. Each share of Non-Cumulative Preferred Stock shall be identical in all respects with the other shares of Non-Cumulative Preferred Stock. The authorized number of shares of Non-Cumulative Preferred Stock may from time to time be increased or decreased (but not below the number then outstanding) by the Board of Directors. Shares of Non-Cumulative Preferred Stock redeemed by the Association shall be canceled and shall revert to authorized but unissued shares of Non-Cumulative Preferred Stock. 2. Dividends. 9 (a) General. The holders of Non-Cumulative Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, but only out of funds legally available therefor, non-cumulative cash dividends at the annual rate of $83.75 per share, and no more, payable quarterly on the first days of December, March, June and September, respectively, in each year with respect to the quarterly dividend period (or portion thereof) ending on the day preceding such respective dividend payment date, to shareholders of record on the respective date, not exceeding fifty days preceding such dividend payment date, fixed for that purpose by the Board of Directors in advance of payment of each particular dividend. Notwithstanding the foregoing, the cash dividend to be paid on the first dividend payment date after the initial issuance of Non-Cumulative Preferred Stock and on any dividend payment date with respect to a partial dividend period shall be $83.75 per share multiplied by the fraction produced by dividing the number of days since such initial issuance or in such partial dividend period, as the case may be, by 360. (b) Non-cumulative Dividends. Dividends on the shares of NonCumulative Stock shall not be cumulative and no rights shall accrue to the holders of shares of Non-Cumulative Preferred Stock by reason of the fact that the Association may fail to declare or pay dividends on the shares of Non-Cumulative Preferred Stock in any amount in any quarterly dividend period, whether or not the earnings of the Association in any quarterly dividend period were sufficient to pay such dividends in whole or in part, and the Association shall have no obligation at any time to pay any such dividend. (c) Payment of Dividends. So long as any share of Non-Cumulative Preferred Stock remains outstanding, no dividend whatsoever shall be paid or declared and no distribution made on any junior stock other than a dividend payable in junior stock, and no shares of junior stock shall be purchased, redeemed or otherwise acquired for consideration by the Association, directly or indirectly (other than as a result of a reclassification of junior stock, or the exchange or conversion of one junior stock for or into another junior stock, or other than through the use of the proceeds of a substantially contemporaneous sale of other junior stock), unless all dividends on all shares of non-cumulative Preferred Stock and non-cumulative Preferred Stock ranking on a parity as to dividends with the shares of Non-Cumulative Preferred Stock for the most recent dividend period ended prior to the date of such payment or declaration shall have been paid in full and all dividends on all shares of cumulative Preferred Stock ranking on a parity as to dividends with the shares of Non-Cumulative Stock (notwithstanding that dividends on such stock are 10 cumulative) for all past dividend periods shall have been paid in full. Subject to the foregoing, and not otherwise, such dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors may be declared and paid on any junior stock from time to time out of any funds legally available therefor, and the Non-Cumulative Preferred Stock shall not be entitled to participate in any such dividends, whether payable in cash, stock or otherwise. No dividends shall be paid or declared upon any shares of any class or series of stock of the Association ranking on a parity (whether dividends on such stock are cumulative or non-cumulative) with the Non-Cumulative Preferred Stock in the payment of dividends for any period unless at or prior to the time of such payment or declaration all dividends payable on the Non-cumulative Preferred Stock for the most recent dividend period ended prior to the date of such payment or declaration shall have been paid in full. When dividends are not paid in full, as aforesaid, upon the Non-Cumulative Preferred Stock and any other series of Preferred Stock ranking on a parity as to dividends (whether dividends on such stock are cumulative or non-cumulative) with the Non-Cumulative Preferred Stock, all dividends declared upon the Non-Cumulative Preferred Stock and any other series of Preferred Stock ranking on a parity as to dividends with the Non-Cumulative Preferred Stock shall be declared pro rata so that the amount of dividends declared per share on the Non-cumulative Preferred Stock and such other Preferred Stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Non-Cumulative Preferred Stock (but without any accumulation in respect of any unpaid dividends for prior dividend periods on the shares of Non-Cumulative Stock) and such other Preferred Stock bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Non-Cumulative Preferred Stock which may be in arrears. 3. Voting. The holders of Non-Cumulative Preferred Stock shall not have any right to vote for the election of directors or for any other purpose. 4. Redemption. (a) Optional Redemption. The Association, at the option of the Board of Directors, may redeem the whole or any part of the shares of Non-Cumulative Preferred Stock at the time outstanding, at any time or from time to time after the fifth anniversary of the date of original issuance of the Non-Cumulative Preferred Stock, upon notice given as hereinafter specified, at the redemption price per share equal to $1,000 plus an amount equal to the amount of accrued and unpaid dividends from the 11 immediately preceding dividend payment date (but without any accumulation for unpaid dividends for prior dividend periods on the shares of Non-Cumulative Preferred Stock) to the redemption date. (b) Procedures. Notice of every redemption of shares of Non-Cumulative Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses as they shall appear on the books of the Association. Such mailing shall be at least 10 days and not more than 60 days prior to the date fixed for redemption. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the shareholder receives such notice, and failure duly to give such notice by mail, or any defect in such notice, to any holder of shares of Non-Cumulative Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Non-Cumulative Preferred Stock. In case of redemption of a part only of the shares of Non-Cumulative Preferred Stock at the time outstanding the redemption may be either pro rata or by lot or by such other means as the Board of Directors of the Association in its discretion shall determine. The Board of Directors shall have full power and authority, subject to the provisions herein contained, to prescribe the terms and conditions upon which shares of the Non-Cumulative Preferred Stock shall be redeemed from time to time. If notice of redemption shall have been duly given, and, if on or before the redemption date specified therein, all funds necessary for such redemption shall have been set aside by the Association, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor, then, notwithstanding that any certificate for shares so called for redemption shall not have been surrendered for cancellation, all shares so called for redemption shall no longer be deemed outstanding on and after such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to, receive the amount payable on redemption thereof, without interest. If such notice of redemption shall have been duly given or if the Association shall have given to the bank or trust company hereinafter referred to irrevocable authorization promptly to give such notice, and, if on or before the redemption date specified therein, the funds necessary for such redemption shall have been deposited by the Association with 12 such bank or trust company in trust for the pro rata benefit of the holders of the shares called for redemption, then, notwithstanding that any certificate for shares so called for redemption shall not have been surrendered for cancellation, from and after the time of such deposit, all shares so called for redemption shall no longer be deemed to be outstanding and all rights with respect to such shares shall forthwith cease and terminate, except only the right of the holders thereof to receive from such bank or trust company at any time after the time of such deposit the funds so deposited, without interest. The aforesaid bank or trust company shall be organized and in good standing under the laws of the United States of America or any state thereof, shall have capital, surplus and undivided profits aggregating at least $50,000,000 according to its last published statement of condition, and shall be identified in the notice of redemption. Any interest accrued on such funds shall be paid to the Association from time to time. In case fewer than all the shares of Non-Cumulative Preferred Stock represented by a stock certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without cost to the holder thereof. Any funds so set aside or deposited, as the case may be, and unclaimed at the end of the relevant escheat period under applicable state law from such redemption date shall, to the extent permitted by law, be released or repaid to the Association, after which repayment the holders of the shares so called for redemption shall look only to the Association for payment thereof. 5. Liquidation. (a) Liquidation Preference. In the event of any voluntary liquidation, dissolution or winding up of the affairs of the Association, the holders of Non-cumulative Preferred Stock shall be entitled, before any distribution or payment is made to the holders of any junior stock, to be paid in full an amount per share equal to an amount equal to $1,000 plus an amount equal to the amount of accrued and unpaid dividends per share from the immediately preceding dividend payment date (but without any accumulation for unpaid dividends for prior dividend periods on the shares of Non-cumulative Preferred Stock) per share to such distribution or payment date (the "liquidation amount"). In the event of any involuntary liquidation, dissolution or winding up of the affairs of the Association, then, before any distribution or payment shall be made to the holders of any junior stock, the holders of Non-Cumulative 13 Preferred Stock shall be entitled to be paid in full an amount per share equal to the liquidation amount. If such payment shall have been made in full to all holders of shares of Non-Cumulative Preferred Stock, the remaining assets of the Association shall be distributed among the holders of junior stock, according to their respective rights and preferences and in each case according to their respective numbers of shares. (b) Insufficient Assets. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Association are insufficient to pay such liquidation amount on all outstanding shares of Non-cumulative Preferred Stock, then the holders of Non-Cumulative Preferred Stock shall share ratably in any distribution of assets in proportion to the full amounts to which they would otherwise be respectively entitled. (c) Interpretation. For the purposes of this paragraph 5, the consolidation or merger of the Association with any other corporation or association shall not be deemed to constitute a liquidation, dissolution or winding up of the Association. 6. Preemptive Rights. The Non-Cumulative Preferred Stock is not entitled to any preemptive, subscription, conversion or exchange rights in respect of any securities of the Association. 7. Definitions. As used herein with respect to the Non-Cumulative Preferred Stock, the following terms shall have the following meanings: (a) The term "junior stock" shall mean the Common Stock and any other class or series of shares of the Association hereafter authorized over which the Non-Cumulative Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Association. (b) The term "accrued dividends", with respect to any share of any class or series, shall mean an amount computed at the annual dividend rate for the class or series of which the particular share is a part, from, if such share is cumulative, the date on which dividends on such share became cumulative to and including the date to which such dividends are to be accrued, less the aggregate amount of all dividends theretofore paid thereon and, if such share is noncumulative, the relevant date designated to and including the date to which such dividends are accrued, less the 14 aggregate amount of all dividends theretofore paid with respect to such period. (c) The term "Preferred Stock" shall mean all outstanding shares of all series of preferred stock of the Association as defined in this Article Fifth of the Articles of Association, as amended, of the Association. 8. Restriction on Transfer. No shares of Non-Cumulative Preferred Stock, or any interest therein, may be sold, pledged, transferred or otherwise disposed of without the prior written consent of the Association. The foregoing restriction shall be stated on any certificate for any shares of Non-Cumulative Preferred Stock. 9. Additional Rights. The shares of Non-Cumulative Preferred Stock shall not have any relative, participating, optional or other special rights and powers other than as set forth herein. SIXTH. The Board of Directors shall appoint one of its members President of this Association, who shall be Chairman of the Board, unless the Board appoints another director to be the Chairman. The Board of Directors shall have the power to appoint one or more Vice Presidents; and to appoint a cashier or such other officers and employees as may be required to transact the business of this Association. The Board of Directors shall have the power to define the duties of the officers and employees of the Association, to fix the salaries to be paid to them; to dismiss them, to require bonds from them and to fix the penalty thereof; to regulate the manner in which any increase of the capital of the Association shall be made; to manage and administer the business and affairs of the Association; to make all By-Laws that it may be lawful for them to make; and generally to do and perform all acts that it may be legal for a Board of Directors to do and perform. SEVENTH. The Board of Directors shall have the power to change the location of the main office to any other place within the limits of Charlotte, North Carolina, without the approval of the shareholders but subject to the approval of the Comptroller of the Currency; and shall have the power to establish or change the location of any branch or branches of the Association to any other location, without the approval of the shareholders but subject to the approval of the Comptroller of the Currency. EIGHTH. The corporate existence of this Association shall continue until terminated in accordance with the laws of the United States. 15 NINTH. The Board of Directors of this Association, or any three or more shareholders owning, in the aggregate, not less than 10 percent of the stock of this Association, may call a special meeting of shareholders at any time. Unless otherwise provided by the laws of the United States, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least ten days prior to the date of such meeting to each shareholder of record at his address as shown upon the books of this Association. TENTH. Each director and executive officer of this Association shall be indemnified by the association against liability in any proceeding (including without limitation a proceeding brought by or on behalf of the Association itself) arising out of his status as such or his activities in either of the foregoing capacities, except for any liability incurred on account of activities which were at the time taken known or believed by such person to be clearly in conflict with the best interests of the Association. Liabilities incurred by a director or executive officer of the Association in defending a proceeding shall be paid by the Association in advance of the final disposition of such proceeding upon receipt of an undertaking by the director or executive officer to repay such amount if it shall be determined, as provided in the last paragraph of this Article Tenth, that he is not entitled to be indemnified by the Association against such liabilities. The indemnity against liability in the preceding paragraph of this Article Tenth, including liabilities incurred in defending a proceeding, shall be automatic and self-operative. Any director, officer or employee of this Association who serves at the request of the Association as a director, officer, employee or agent of a charitable, not-for-profit, religious, educational or hospital corporation, partnership, joint venture, trust or other enterprise, or a trade association, or as a trustee or administrator under an employee benefit plan, or who serves at the request of the Association as a director, officer or employee of a business corporation in connection with the administration of an estate or trust by the Association, shall have the right to be indemnified by the Association, subject to the provisions set forth in the following paragraph of this Article Tenth, against liabilities in any manner arising out of or attributable to such status or activities in any such capacity, except for any liability incurred on account of activities which were at the time taken known or believed by such person to be clearly in conflict with the best interests of the Association, or of the corporation, partnership, joint venture, trust, enterprise, Association or plan being served by such person. 16 In the case of all persons except the directors and executive officers of the Association, the determination of whether a person is entitled to indemnification under the preceding paragraph of this Article Tenth shall be made by and in the sole discretion of the Chief Executive Officer of the Association. In the case of the directors and executive officers of the Association, the indemnity against liability in the preceding paragraph of this Article Tenth shall be automatic and self-operative. For purposes of this Article Tenth of these Articles of Association only, the following terms shall have the meanings indicated: (a) "Association" means Wachovia Bank, National Association and its direct and indirect wholly-owned subsidiaries. (b) "Director" means an individual who is or was a director of the Association. (c) Executive officer" means an officer of the Association who by resolution of the Board of Directors of the Association has been determined to be an executive officer of the Association for purposes of Regulation O of the Federal Reserve Board. (d) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses, including counsel fees and expenses, incurred with respect to a proceeding. (e) "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. (f) "Proceeding" means any threatened, pending, or completed claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. The Association shall have no obligation to indemnify any person for an amount paid in settlement of a proceeding unless the Association consents in writing to such settlement. The right to indemnification herein provided for shall apply to persons who are directors, officers, or employees of banks or other entities that are hereafter merged or otherwise combined with the Association only after the effective date of such merger or other combination and only as to their status and activities after such date. 17 The right to indemnification herein provided for shall inure to the benefit of the heirs and legal representatives of any person entitled to such right. No revocation of, change in, or adoption of any resolution or provision in the Articles of Association or By-laws of the Association inconsistent with, this Article Tenth shall adversely affect the rights of any director, officer, or employee of the Association with respect to (i) any proceeding commenced or threatened prior to such revocation, change, or adoption, or (ii) any proceeding arising out of any act or omission occurring prior to such revocation, change, or adoption, in either case, without the written consent of such director, officer, or employee. The rights hereunder shall be in addition to and not exclusive of any other rights to which a director, officer, or employee of the Association may be entitled under any statute, agreement, insurance policy, or otherwise. The Association shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, or employee of the Association, or is or was serving at the request of the Association as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, trade association, employee benefit plan, or other enterprise, against any liability asserted against such director, officer, or employee in any such capacity, or arising out of their status as such, whether or not the Association would have the power to indemnify such director, officer, or employee against such liability, excluding insurance coverage for a formal order assessing civil money penalties against an Association director or employee. Notwithstanding anything to the contrary provided herein, no person shall have a right to indemnification with respect to any liability (i) incurred in an administrative proceeding or action instituted by an appropriate bank regulatory agency which proceeding or action results in a final order assessing civil money penalties or requiring affirmative action by an individual or individuals in the form of payments to the Association, (ii) to the extent such person is entitled to receive payment therefor under any insurance policy or from any corporation, partnership, joint venture, trust, trade association, employee benefit plan, or other enterprise other than the Association, or (iii) to the extent that a court of competent jurisdiction determines that such indemnification is void or prohibited under state or federal law. ELEVENTH. These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this Association, unless the vote of holders of a greater 18 amount of stock is required by law, and in that case, by the vote of the holders of such greater amount. TWELFTH. The Association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. 19 EXHIBIT 2 [COMPTROLLER OF THE CURRENCY LETTERHEAD] CERTIFICATE OF CORPORATE EXISTENCE I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that: 1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations. 2. "Wachovia Bank, National Association," Charlotte, North Carolina, (Charter No. 1) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this Certificate. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this Thursday, April 04, 2002. John D. Hawke, Jr. [COMPTROLLER'S SEAL] -------------------------------- Comptroller of the Currency EXHIBIT 3 [COMPTROLLER OF THE CURRENCY LETTERHEAD] CERTIFICATE OF FIDUCIARY POWERS I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that: 1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations. 2. "Wachovia Bank, National Association," Charlotte, North Carolina, (Charter No. 1) was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a, and that the authority so granted remains in full force and effect on the date of this Certificate. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this Thursday, April 04, 2002. John D. Hawke, Jr. [COMPTROLLER'S SEAL] -------------------------------- Comptroller of the Currency EXHIBIT 4 BY-LAWS OF WACHOVIA BANK, NATIONAL ASSOCIATION ARTICLE I Meetings of Shareholders Section 1.1 Annual Meeting. The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on the third Tuesday of April in each year, commencing with the year 1998, except that the Board of Directors may, from time to time and upon passage of a resolution specifically setting forth its reasons, set such other date for such meeting during the month of April as the Board of Directors may deem necessary or appropriate; provided, however, that if an annual meeting would otherwise fall on a legal holiday, then such annual meeting shall be held on the second business day following such legal holiday. The holders of a majority of the outstanding shares entitled to vote which are represented at any meeting of the shareholders may choose persons to act as Chairman and as Secretary of the meeting. Section 1.2 Special Meetings. Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by the Board of Directors or by any three or more shareholders owning, in the aggregate, not less than ten percent of the stock of the Association. Every such special meeting, unless otherwise provided by law, shall be called by mailing, postage prepaid, not less than ten days prior to the date fixed for such meeting, to each shareholder at his address appearing on the books of the Association, a notice stating the purpose of the meeting. Section 1.3 Nominations for Directors. Nominations for election to the Board of Directors may be made by the Board of Directors or by any stockholder of any outstanding class of capital stock of the bank entitled to vote for the election of directors. Nominations, other than those made by or on behalf of the existing management of the bank, shall be made in writing and shall be delivered or mailed to the President of the Bank and to the Comptroller of the Currency, Washington, D. C., not less than 14 days nor more than 50 days prior to any meeting of stockholders called for the election of directors, provided however, that if less than 21 days' notice of such meeting is given to shareholders, such nomination shall be mailed or delivered to the President of the Bank and to the Comptroller of the Currency not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder: (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the total number of shares of capital stock of the bank that will be voted for each proposed nominee; (d) the name and residence address of the notifying shareholder; and (e) the number of shares of capital stock of the bank owned by the notifying shareholder. Nominations not made in accordance herewith may, in his discretion, be disregarded by the chairman of the meeting, and upon his instructions, the vote tellers may disregard all votes cast for each such nominee. Section 1.4 Judges of Election. The Board may at any time appoint from among the shareholders three or more persons to serve as Judges of Election at any meeting of shareholders; to act as judges and tellers with respect to all votes by ballot at such meeting and to file with the Secretary of the meeting a Certificate under their hands, certifying the result thereof. 20 Section 1.5 Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of this Association shall act as proxy. Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting. Proxies shall be dated and shall be filed with the records of the meeting. Section 1.6 Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association. ARTICLE II Directors Section 2.1 Board of Directors. The Board of Directors (hereinafter referred to as the "Board"), shall have power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by said Board. Section 2.2 Number. The Board shall consist of not less than five nor more than twenty-five directors, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board or by resolution of the shareholders at any meeting thereof; provided, however, that a majority of the full Board of Directors may not increase the number of directors to a number which, (1) exceeds by more than two the number of directors last elected by shareholders where such number was fifteen or less, and (2) to a number which exceeds by more than four the number of directors last elected by shareholders where such number was sixteen or more, but in no event shall the number of directors exceed twenty-five. Section 2.3 Organization Meeting. The Secretary of the meeting upon receiving the certificate of the judges, of the result of any election, shall notify the directors-elect of their election and of the time at which they are required to meet at the Main Office of the Association for the purpose of organizing the new Board and electing and appointing officers of the Association for the succeeding year. Such meeting shall be held as soon thereafter as practicable. 21 If, at the time fixed for such meeting, there shall not be a quorum present, the directors present may adjourn the meeting from time to time, until a quorum is obtained. Section 2.4 Regular Meetings. Regular meetings of the Board of Directors shall be held at such place and time as may be designated by resolution of the Board of Directors. Upon adoption of such resolution, no further notice of such meeting dates or the places or times thereof shall be required. Upon the failure of the Board of Directors to adopt such a resolution, regular meetings of the Board of Directors shall be held, without notice, on the third Tuesday in February, April, June, August, October and December, commencing with the year 1997, at the main office or at such other place and time as may be designated by the Board of Directors. When any regular meeting of the Board would otherwise fall on a holiday, the meeting shall be held on the next business day unless the Board shall designate some other day. Section 2.5 Special Meetings. Special meetings of the Board of Directors may be called by the President of the Association, or at the request of three (3) or more directors. Each member of the Board of Directors shall be given notice stating the time and place, by telegram, letter, or in person, of each such special meeting. Section 2.6 Quorum. A majority of the directors shall constitute a quorum at any meeting, except when otherwise provided by law; but a less number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. Section 2.7 Vacancies. When any vacancy occurs among the directors, the remaining members of the Board, in accordance with the laws of the United States, may appoint a director to fill such vacancy at any regular meeting of the Board, or at a special meeting called for that purpose. Section 2.8 Advisory Boards. The Board of Directors may appoint Advisory Boards for each of the states in which the Association conducts operations. Each such Advisory Board shall consist of as many persons as the Board of Directors may determine. The duties of each Advisory Board shall be to consult and advise with the Board of Directors and senior officers of the Association in such state with regard to the best interests of the Association and to perform such other duties as the Board of Directors may lawfully delegate. The senior officer in such state, or such officers as directed by such senior officer, may appoint advisory boards for geographic regions within such state and may consult with the State Advisory Boards prior to such appointments. 22 ARTICLE III Committees of the Board Section 3.1 The Board of Directors, by resolution adopted by a majority of the number of directors fixed by these By-Laws, may designate two or more directors to constitute an Executive Committee and other committees, each of which, to the extent authorized by law and provided in such resolution, shall have and may exercise all of the authority of the Board of Directors and the management of the Association. The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or any member of the Board of Directors by law. The Board of Directors reserves to itself alone the power to act on (1) dissolution, merger or consolidation, or disposition of substantially all corporate property, (2) designation of committees or filling vacancies on the Board of Directors or on a committee of the Board (except as hereinafter provided), (3) adoption, amendment or repeal of By-laws, (4) amendment or repeal of any resolution of the Board which by its terms is not so amendable or repealable, and (5) declaration of dividends, issuance of stock, or recommendations to stockholders of any action requiring stockholder approval. The Board of Directors or the Chairman of the Board of Directors of the Association may change the membership of any committee at any time, fill vacancies therein, discharge any committee or member thereof either with or without cause at any time, and change at any time the authority and responsibility of any such committee. A majority of the members of any committee of the Board of Directors may fix such committee's rules of procedure. All action by any committee shall be reported to the Board of Directors at a meeting succeeding such action, except such actions as the Board may not require to be reported to it in the resolution creating any such committee. Any action by any committee shall be subject to revision, alteration, and approval by the Board of Directors, except to the extent otherwise provided in the resolution creating such committee; provided, however, that no rights or acts of third parties shall be affected by any such revision or alteration. ARTICLE IV Officers and Employees 23 Section 4.1 Officers. The officers of the Association may be a Chairman of the Board, a Vice Chairman of the Board, one or more Chairmen or Vice Chairmen (who shall not be required to be directors of the Association), a President, one or more Vice Presidents, a Secretary, a Cashier or Treasurer, and such other officers, including officers holding similar or equivalent titles to the above in regions, divisions or functional units of the Association, as may be appointed by the Board of Directors. The Chairman of the Board and the President shall be members of the Board of Directors. Any two or more offices may be held by one person, but no officer shall sign or execute any document in more than one capacity. Section 4.2 Election, Term of Office, and Qualification. Each officer shall be chosen by the Board of Directors and shall hold office until the annual meeting of the Board of Directors held next after his election or until his successor shall have been duly chosen and qualified, or until his death, or until he shall resign, or shall have been disqualified, or shall have been removed from office. Section 4.2(a) Officers Acting as Assistant Secretary. Notwithstanding Section 1 of these By-laws, any Senior Vice President, Vice President, or Assistant Vice President shall have, by virtue of his office, and by authority of the By-laws, the authority from time to time to act as an Assistant Secretary of the Bank, and to such extent, said officers are appointed to the office of Assistant Secretary. Section 4.3 Chief Executive Officer. The Board of Directors shall designate one of its members to be the President of this Association, and the officer so designated shall be an ex officio member of all committees of the Association except the Examining Committee, and its Chief Executive Officer unless some other officer is so designated by the Board of Directors. Section 4.4 Duties of Officers. The duties of all officers shall be prescribed by the Board of Directors. Nevertheless, the Board of Directors may delegate to the Chief Executive Officer the authority to prescribe the duties of other officers of the corporation not inconsistent with law, the charter, and these By-laws, and to appoint other employees, prescribe their duties, and to dismiss them. Notwithstanding such delegation of authority, any officer or employee also may be dismissed at any time by the Board of Directors. Section 4.5 Other Employees. The Board of Directors may appoint from time to time such tellers, vault custodians, bookkeepers, and other clerks, agents, and employees as it may deem advisable for the prompt and orderly transaction of the business of the Association, define their duties, fix the salary to be paid them, and dismiss them. Subject to the authority of the Board of 24 Directors, the Chief Executive Officer or any other officer of the Association authorized by him, may appoint and dismiss all such tellers, vault custodians, bookkeepers and other clerks, agents, and employees, prescribe their duties and the conditions of their employment, and from time to time fix their compensation. Section 4.6 Removal and Resignation. Any officer or employee of the Association may be removed either with or without cause by the Board of Directors. Any employee other than an officer elected by the Board of Directors may be dismissed in accordance with the provisions of the preceding Section 4.5. Any officer may resign at any time by giving written notice to the Board of Directors or to the Chief Executive Officer of the Association. Any such resignation shall become effective upon its being accepted by the Board of Directors, or the Chief Executive Officer. ARTICLE V Fiduciary Powers Section 5.1 Capital Management Group. There shall be an area of this Association known as the Capital Management Group which shall be responsible for the exercise of the fiduciary powers of this Association. The Capital Management Group shall consist of four service areas: Fiduciary Services, Retail Services, Investments and Marketing. The Fiduciary Services unit shall consist of personal trust, employee benefits, corporate trust and operations. The General Office for the Fiduciary Services unit shall be located in Charlotte, N.C., with additional Trust Offices in such locations as the Association shall determine from time to time. Section 5.2 Trust Officers. There shall be a General Trust Officer of this Association whose duties shall be to manage, supervise and direct all the activities of the Capital Management Group. Further, there shall be one or more Senior Trust Officers designated to assist the General Trust Officer in the performance of his duties. They shall do or cause to be done all things necessary or proper in carrying out the business of the Capital Management Group in accordance with provisions of applicable law and regulation. Section 5.3 General Trust Committee. There shall be a General Trust Committee composed of not less than four (4) members of the Board of Directors or officers of this Association who shall be appointed annually, or from time to time, by the Board of Directors of this Association. Each member shall serve until his successor is appointed. The Board of Directors or the Chairman of 25 the Board may change the membership of the General Trust Committee at any time, fill any vacancies therein, or discharge any member thereof with or without cause at any time. The General Trust Committee shall counsel and advise on all matters relating to the business or affairs of the Capital Management Group and shall adopt overall policies for the conduct of the business of the Capital Management Group, including, but not limited to: general administration, investment policies, new business development, and review for approval of major assignments of functional responsibilities. The General Trust Committee shall appoint the members of the following subcommittees: the Investment Policy Committee, Personal Trust Administration Committee, Account Review Committee, and Corporate and Institutional Accounts Committee. The General Trust Committee shall meet at least quarterly or as called for by its Chairman or any three (3) members of the Committee. A quorum shall consist of three (3) members. In carrying out its responsibilities, the General Trust Committee shall review the fiduciary activities of the Capital Management Group and may assign the administration and performance of any fiduciary powers or duties to any officers or employees of the Capital Management Group or to the Investment Policy Committee, Personal Trust Administration Committee, Account Review Committee, or Corporate and Institutional Accounts Committee, or other committees it may designate. One of the methods to be used in the review process will be the scrutiny of the Reports of Examination by the Office of the Comptroller of the Currency and the reports of the Audit Division of Wachovia Corporation, as they relate to the activities of the Capital Management Group. The Chairman of the General Trust Committee shall be appointed by the Chairman of the Board of Directors. The Chairman of the General Trust Committee shall cause to be recorded in appropriate minutes all actions taken by the Committee. The minutes shall be signed by its Secretary, approved by its Chairman and submitted to the Board of Directors at its next regularly scheduled meeting following a meeting of the General Trust Committee. The Board of Directors retains responsibility for the proper exercise of this Association's fiduciary powers. Section 5.4 Investment Policy Committee. There shall be an Investment Policy Committee composed of not less than seven (7) officers and/or employees of this Association, who shall be appointed annually or from time to time by the General Trust Committee. Each member shall serve until his or her successor is appointed. Meetings shall be called by the Chairman or by any two (2) members of the Committee. A quorum shall consist of five (5) members. The Investment Policy Committee shall exercise such fiduciary powers and perform such duties as may be assigned to it by the General Trust Committee. All actions taken by the Investment Policy Committee shall be recorded in appropriate minutes, signed by the Secretary thereof, approved by its Chairman, and 26 submitted to the General Trust Committee at its next ensuing regular meeting for its review and approval." Section 5.5 Personal Trust Administration Committee. There shall be a Personal Trust Administration Committee composed of not less than five (5) officers and/or employees of this Association, who shall be appointed annually or from time to time by the General Trust Committee. Each member shall serve until his or her successor is appointed. Meetings shall be called by the Chairman or by any three (3) members of the Committee. A quorum shall consist of three (3) members. The Personal Trust Administration Committee shall exercise such fiduciary powers and perform such duties as may be assigned to it by the General Trust Committee. All actions taken by the Personal Trust Administration Committee shall be recorded in appropriate minutes, signed by the Secretary thereof, approved by its Chairman, and submitted to the General Trust Committee at its next ensuing regular meeting for its review and approval." Section 5.6 Account Review Committee. There shall be an Account Review Committee composed of not less than four (4) officers and/or employees of this Association, who shall be appointed annually or from time to time by the General Trust Committee. Each member shall serve until his or her successor is appointed. Meetings shall be called by the Chairman or by any two (2) members of the Committee. A quorum shall consist of three (3) members. The Account Review Committee shall exercise such fiduciary powers and perform such duties as may be assigned to it by the General Trust Committee. All actions taken by the Account Review Committee shall be recorded in appropriate minutes, signed by the Secretary thereof, approved by its Chairman, and submitted to the General Trust Committee at its next ensuing regular meeting for its review and approval." Section 5.7 Corporate and Institutional Accounts Committee. There shall be a Corporate and Institutional Accounts Committee composed of not less than five (5) officers and/or employees of this Association, who shall be appointed annually or from time to time by the General Trust Committee. Each member shall serve until his or her successor is appointed. Meetings shall be called by the Chairman or by any two (2) members of the Committee. A quorum shall consist of three (3) members. The Corporate and Institutional Accounts Committee shall exercise such fiduciary powers and perform such duties as may be assigned to it by the General Trust Committee. All actions taken by the Corporate and Institutional Accounts Committee shall be recorded in appropriate minutes, signed by the Secretary thereof, approved by its Chairman, and submitted to the General Trust Committee at its next ensuing regular meeting for its review and approval." 27 ARTICLE VI Stock and Stock Certificates Section 6.1 Transfers. Shares of stock shall be transferable on the books of the Association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall, in proportion to his shares, succeed to all rights and liabilities of the prior holder of such shares. Section 6.2 Stock Certificates. Certificates of stock shall bear the signature of the Chairman, the Vice Chairman, the President, or a Vice President (which may be engraved, printed, or impressed), and shall be signed manually or by facsimile process by the Secretary, Assistant Secretary, Cashier, Assistant Cashier, or any other officer appointed by the Board of Directors for that purpose, to be known as an Authorized Officer, and the seal of the Association shall be engraved thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed. ARTICLE VII Corporate Seal Section 7.1 The President, the Cashier, the Secretary, or any Assistant Cashier, or Assistant Secretary, or other officer thereunto designated by the Board of Directors shall have authority to affix the corporate seal to any document requiring such seal, and to attest the same. Such seal shall be substantially in the following form. ARTICLE VIII Miscellaneous Provisions Section 8.1 Fiscal Year. The fiscal year of the Association shall be the calendar year. 28 Section 8.2 Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, notices, applications, schedules, accounts, affidavits, bonds, undertakings, proxies, and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the Association by the Chairman of the Board, the Vice Chairman of the Board, any Chairman or Vice Chairman, the President, any Senior Executive Vice President, Executive Vice President, Vice President or Assistant Vice President, the Secretary, the Cashier or Treasurer, or any officer holding similar or equivalent titles to the above in any regions, divisions or functional units of the Association, or, if in connection with the exercise of fiduciary powers of the Association, by any of said officers or by any Trust Officer or Assistant Trust Officer (or equivalent titles), and if so required by applicable law or regulation, attested or countersigned by the Secretary or Assistant Secretary; provided, however, that where required, any such instrument shall be attested by one of said officers other than the officer executing such instrument. Any such instruments may also be executed, acknowledged, verified, delivered or accepted in behalf of the Association in such other manner and by such other officers as the Board of Directors may from time to time direct. The provisions of this Section 8.2 are supplementary to any other provision of these By-laws. Section 8.3 Records. The Articles of Association, the By-laws, and the proceedings of all meetings of the shareholders, the Board of Directors, standing committees of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the Secretary, Cashier, or other officer appointed to act as Secretary of the meeting. ARTICLE IX By-laws Section 9.1 Inspection. A copy of the By-laws, with all amendments thereto, shall at all times be kept in a convenient place at the Head Office of the Association, and shall be open for inspection to all shareholders, during banking hours. Section 9.2 Amendments. The By-laws may be amended, altered or repealed, at any regular or special meeting of the Board of Directors, by a vote of a majority of the whole number of Directors. 29 Exhibit A Wachovia Bank, National Association Article X Emergency By-laws In the event of an emergency declared by the President of the United States or the person performing his functions, the officers and employees of this Association will continue to conduct the affairs of the Association under such guidance from the directors or the Executive Committee as may be available except as to matters which by statute require specific approval of the Board of Directors and subject to conformance with any applicable governmental directives during the emergency. OFFICERS PRO TEMPORE AND DISASTER Section 1. The surviving members of the Board of Directors or the Executive Committee shall have the power, in the absence or disability of any officer, or upon the refusal of any officer to act, to delegate and prescribe such officer's powers and duties to any other officer, or to any director, for the time being. Section 2. In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of this Association by its directors and officers as contemplated by these By-laws, any two or more available members of the then incumbent Executive Committee shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Association in accordance with the provisions of Article II of these By-laws; and in addition, such Committee shall be empowered to exercise all of the powers reserved to the General Trust Committee under Section 5.3 of Article V hereof. In the event of the unavailability, at such time, of a minimum of two members of the then incumbent Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Association in accordance with the foregoing provisions of this section. This By-law shall be subject to implementation by resolutions of the Board of Directors passed from time to time for that purpose, and any provisions of these By-laws (other than this section) and any resolutions which are contrary to the provisions of this section or to the provisions of any such implementary 30 resolutions shall be suspended until it shall be determined by an interim Executive Committee acting under this section that it shall be to the advantage of this Association to resume the conduct and management of its affairs and business under all of the other provisions of these By-laws. Officer Succession BE IT RESOLVED, that if consequent upon war or warlike damage or disaster, the Chief Executive Officer of this Association cannot be located by the then acting Head Officer or is unable to assume or to continue normal executive duties, then the authority and duties of the Chief Executive Officer shall, without further action of the Board of Directors, be automatically assumed by one of the following persons in the order designated: Chairman President Division Head/Area Administrator - Within this officer class, officers shall take seniority on the basis of length of service in such office or, in the event of equality, length of service as an officer of the Association. Any one of the above persons who in accordance with this resolution assumes the authority and duties of the Chief Executive Officer shall continue to serve until he resigns or until five-sixths of the other officers who are attached to the then acting Head Office decide in writing he is unable to perform said duties or until the elected Chief Executive Officer of this Association, or a person higher on the above list, shall become available to perform the duties of Chief Executive Officer of the Association. BE IT FURTHER RESOLVED, that anyone dealing with this Association may accept a certification by any three officers that a specified individual is acting as Chief Executive Officer in accordance with this resolution; and that anyone accepting such certification may continue to consider it in force until notified in writing of a change, said notice of change to carry the signatures of three officers of the Association. Alternate Locations 31 The offices of the Association at which its business shall be conducted shall be the main office thereof in each city which is designated as a City Office (and branches, if any), and any other legally authorized location which may be leased or acquired by this Association to carry on its business. During an emergency resulting in any authorized place of business of this Association being unable to function, the business ordinarily conducted at such location shall be relocated elsewhere in suitable quarters, in addition to or in lieu of the locations heretofore mentioned, as may be designated by the Board of Directors or by the Executive Committee or by such persons as are then, in accordance with resolutions adopted from time to time by the Board of Directors dealing with the exercise of authority in the time of such emergency, conducting the affairs of this Association. Any temporarily relocated place of business of this Association shall be returned to its legally authorized location as soon as practicable and such temporary place of business shall then be discontinued. Acting Head Offices BE IT RESOLVED, that in case of and provided because of war or warlike damage or disaster, the General Office of this Association, located in Charlotte, North Carolina, is unable temporarily to continue its functions, the Raleigh office, located in Raleigh, North Carolina, shall automatically and without further action of this Board of Directors, become the "Acting Head Office of this Association"; BE IT FURTHER RESOLVED, that if by reason of said war or warlike damage or disaster, both the General Office of this Association and the said Raleigh Office of this Association are unable to carry on their functions, then and in such case, the Asheville Office of this Association, located in Asheville, North Carolina, shall, without further action of this Board of Directors, become the "Acting Head Office of this Association"; and if neither the Raleigh Office nor the Asheville Office can carry on their functions, then the Greensboro Office of this Association, located in Greensboro, North Carolina, shall, without further action of this Board of Directors, become the "Acting Head Office of this Association"; and if neither the Raleigh Office, the Asheville Office, nor the Greensboro Office can carry on their functions, then the Lumberton Office of this Association, located in Lumberton, North Carolina, shall, without further action of this Board of Directors, become the "Acting Head Office of this Association". The Head Office shall resume its functions at its legally authorized location as soon as practicable. 32 EXHIBIT 6 Wachovia Bank, National Association, pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended (the "Act") in connection with the proposed issuance by Viad Corp of Convertible and Non-convertible Subordinated Debt Securities, consents that reports of examination by federal, state, territorial, or district authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor, as contemplated by Section 321(b) of the Act. Dated: April 29, 2002 WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ Kevin M. Dobrava --------------------------------------- Kevin M. 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EX-4.7

                                                                     Exhibit 4.7


                                    VIAD CORP

                                       AND

                       WACHOVIA BANK, NATIONAL ASSOCIATION

                                     TRUSTEE



                                    Indenture

                            Dated as of May 14, 2002





                          Providing for the Issuance of
                         Convertible and Non-convertible
                          Subordinated Debt Securities

             This Cross Reference Sheet, showing the location in the Indenture
of the provisions inserted pursuant to Sections 310-318(u), inclusive, of the
Trust Indenture Act of 1939, is not to be considered a part of the Indenture.

               TRUST INDENTURE ACT CROSS REFERENCE SHEET



Sections of Trust                                                Sections of
Indenture Act                                                     Indenture

                                                            
310(a)(1) .............................................                 10.06
310(a)(2) .............................................                 10.06
310(a)(3) .............................................        Not applicable
310(a) (4) ............................................        Not applicable
310(b) ................................................                 10.07
311 ...................................................                 10.03
312 ...................................................                  9.02
313 ...................................................                  9.03
314(a) ................................................                  9.04
314(b) ................................................        Not applicable
314(c) ................................................                 14.03
314(d) ................................................        Not applicable
314(e) ................................................                 14.03
315(a) ................................................                 10.01
315(b) ................................................                 10.11
315(c) ................................................                 10.01
315(d) ................................................                 10.01
315(e) ................................................                  6.08
316(a) ................................................         6.06 and 7.03
316(b) ................................................                  6.07
317(a) ................................................         6.03 and 6.04
317(b) ................................................                  5.03
318(a) ................................................                 14.05


                            TABLE OF CONTENTS*



                                                                             PAGE

                                                                          
PARTIES...................................................................     1

RECITALS..................................................................     1

      Authority of the Company to borrow money and
        issue obligations.................................................     1
      Corporate action taken to authorize issue
        of Securities ....................................................     1
      Corporate action taken to authorize execution
        of Indenture......................................................     1


                                 ARTICLE ONE

                                 DEFINITIONS

SECTION 1.01.     Terms, unless otherwise defined, to have
                  meanings assigned in the Trust Indenture
                  Act of 1939.............................................     2

SECTION 1.02.     Definitions:
                  Act.....................................................     2
                   Affiliate .............................................     2
                   Authenticating Agent ..................................     2
                  Board Resolution........................................     2
                  Business Day............................................     2
                  Capital Stock ..........................................     2
                  Commission .............................................     2
                  Common Stock............................................     3
                  Company.................................................     3
                  Depositary .............................................     3
                  Event of default........................................     3
                  Indebtedness............................................     3
                  Indenture ..............................................     3
                  Interest Payment Date...................................     4
                  Lien ...................................................     4
                  Mandatory Sinking Fund Payment..........................     4
                  Maturity................................................     4
                  Officers' Certificate...................................     4
                  Opinion of Counsel......................................     4



*    The Table of Contents is not part of the Indenture.

                                       ii


                                                                          
                   Optional Sinking Fund Payment..........................     4
                   Outstanding............................................     4
                   Person.................................................     5
                   Preferred Stock .......................................     5
                   Principal Office of the Trustee .......................     5
                   Record Date............................................     5
                   Redemption Date........................................     5
                   Redemption Price.......................................     5
                   Responsible Officers ..................................     6
                   Restricted Subsidiary .................................     6
                   Security ..............................................     6
                   Security Co-Registrar .................................     6
                   Security Register; Security Registrar .................     6
                   Securityholder; holder of Securities; holder;
                    registered holder ....................................     6
                   Senior Indebtedness ...................................     6
                   Stated Maturity .......................................     6
                   Subsidiary ............................................     6
                   Trustee ...............................................     7
                   Trust Indenture Act of 1939 or Trust Indenture Act ....     7
                   Unrestricted Subsidiary ...............................     7
                   Voting Stock ..........................................     7

                                 ARTICLE TWO

                                    FORM, EXECUTION, DELIVERY, TRANSFER
                                         AND EXCHANGE OF SECURITIES

 SECTION 2.01.    Forms generally.........................................     7
                   Record Dates...........................................     8
                   Place of payment, denominations
                    and numbering of Securities ..........................     8
SECTION 2.02.     Terms of series ........................................     8
SECTION 2.03.     Certificate of authentication necessary
                    to make Securities valid..............................    10
SECTION 2.04.     Form of certificate of authentication ..................    10
SECTION 2.05.     The Company to maintain register at office or agency
                    in New York ..........................................    11
                  Registration and registration of
                    transfer of Securities ...............................    11
                  Exchange of Securities .................................    12
                  Payment in connection with registration
                    of transfer or exchange of Securities ................    12
                  Persons who may be treated as owners
                    of Securities.........................................    13



                                       iii


                                                                             
SECTION 2.06.     Replacing Securities mutilated,
                  destroyed, lost or stolen ...................................     14
SECTION 2.07.     Rights to interest accrued and unpaid,
                  and to accrue, on Securities delivered
                  in exchange or substitution for other
                  Securities ..................................................     14
SECTION 2.08.     Temporary Securities ........................................     15


                                ARTICLE THREE

                             ISSUE OF SECURITIES

 SECTION 3.01.    Authentication, Delivery and Dating .........................     15


                                ARTICLE FOUR

                  REDEMPTION OF SECURITIES; SINKING FUND

 SECTION 4.01.    Applicability of right of redemption ........................     17
 SECTION 4.02.    Notice of redemption ........................................     18
                  Interest to cease after redemption date .....................     18
                  Selection of Securities on partial redemption ...............     18
SECTION 4.03.     Securities of any series to be canceled
                     and discharged on specific conditions ....................     19
SECTION 4.04.     Applicability of sinking fund ...............................     19
SECTION 4.05.     Mandatory sinking fund obligation ...........................     19
SECTION 4.06.     Optional redemption at sinking fund redemption
                     price ....................................................     20
SECTION 4.07.     Application of sinking fund payments ........................     20


                                 ARTICLE FIVE

                 PARTICULAR COVENANTS OF THE COMPANY

SECTION 5.01.     To pay principal, premium, if any,
                     and interest .............................................     21
SECTION 5.02.     To maintain office or agency in New York ....................     21
SECTION 5.03.     The Company, or paying agent, to hold in
                     trust moneys for payment of principal,
                     premium, if any, and interest ............................     22
SECTION 5.04.     Maintenance of corporate existence ..........................     23



                                       iv


 ...........................................................................     
SECTION 5.05.     Restrictions on consolidation, merger,
                     sale, etc ................................................     23
SECTION 5.06.     Annual statement concerning compliance with covenants .......     23
SECTION 5.07.     Compliance with covenants and conditions
                    may be waived by holders of Securities ....................     23

                                  ARTICLE SIX

                REMEDIES OF TRUSTEE AND SECURITYHOLDERS

 SECTION 6.01.    Events of default ...........................................     24
 SECTION 6.02.    Acceleration of maturity of principal
                     on default ...............................................     25
                  Waiver of acceleration of maturity ..........................     25
 SECTION 6.03.    The Company, failing for 30 days to pay any
                     installment of interest or sinking fund payment or failing
                     to pay principal when due, will pay to Trustee at its
                      request whole amount due ................................     26
                  Upon failure to pay, Trustee may recover
                     judgment for ratable benefit of Securityholders ..........     27
SECTION 6.04.     Trustee appointed attorney-in-fact for
                  Securityholders to file claims ..............................     27
SECTION 6.05.     Application of moneys collected by
                     Trustee ..................................................     28
SECTION 6.06.     Securityholders may direct proceedings
                     and waive defaults .......................................     28
SECTION 6.07.     Limitations on rights of Securityholders
                     to institute proceedings .................................     29
SECTION 6.08.     Assessment of costs and attorneys' fees
                     in legal proceedings .....................................     29
 SECTION 6.09.    Remedies cumulative .........................................     30


                                ARTICLE SEVEN

                     CONCERNING THE SECURITYHOLDERS

SECTION 7.01.     Evidence of action by Securityholders .......................     30
SECTION 7.02.     Proof of execution of instruments and
                    of holding of Securities ..................................     31
SECTION 7.03.     Securities owned by the Company or other
                    obligor on the Securities to be
                    disregarded in certain cases ..............................     31
SECTION 7.04.     Revocation by Securityholders of
                    consents to action ........................................     31



                                       13

                                       v


                                                                           
                                ARTICLE EIGHT

                        SECURITYHOLDERS' MEETINGS

SECTION 8.01.    Purposes of meetings..................................       32
SECTION 8.02.    Call of meetings by Trustee ..........................       32
SECTION 8.03.    Call of meetings by Company or Securityholders .......       32
SECTION 8.04.    Qualifications for voting ............................       33
SECTION 8.05.    Regulation of meetings ...............................       33
SECTION 8.06.    Voting................................................       33
SECTION 8.07.    No delay of rights by meeting ........................       34


                                  ARTICLE NINE

                     REPORTS BY THE COMPANY AND THE TRUSTEE
                           AND SECURITYHOLDERS' LISTS

SECTION 9.01.    Company to Furnish Trustee Names
                   and Addresses of Holders............................       34
SECTION 9.02.    Preservation of Information;
                   Communications to Holders...........................       34
SECTION 9.03.    Reports by Trustee ...................................       35
SECTION 9.04.    Reports by Company ...................................       35



                                       vi


                                                                               
                                 ARTICLE TEN

                          CONCERNING THE TRUSTEE

SECTION 10.01.    Certain Rights of Trustee..................................     36
SECTION 10.02.    Not Responsible for Recitals
                    or Issuance of Securities ...............................     37
SECTION 10.03.    May Hold Securities .......................................     37
SECTION 10.04.    Money Held in Trust .......................................     37
SECTION 10.05.    Compensation and Reimbursement ............................     37
SECTION 10.06.    Corporate Trustee Required;
                    Eligibility .............................................     38
SECTION 10.07.    Resignation and Removal;
                    Appointment of Successor ................................     38
SECTION 10.08.    Acceptance of Appointment by Successor ....................     39
SECTION 10.09.    Merger, Conversion, Consolidation or
                    Succession to Business ..................................     41
SECTION 10.10.    Appointment of Authenticating Agent .......................     41
SECTION 10.11.    Notice of Defaults ........................................     42


                               ARTICLE ELEVEN

                                 DEFEASANCE

 SECTION 11.01.   Discharge of Indenture upon payment of Securities..........     42
SECTION 11.02.    Discharge of Securities of any series
                    upon deposit of moneys...................................     43
 SECTION 11.03.   Interest on moneys deposited...............................     43
                  Moneys unclaimed for three years to be
                    returned to the Company .................................     43
                  Moneys deposited with Trustee to pay
                    principal, premium, if any, or interest to be held in trust   43


                                 ARTICLE TWELVE

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                        OFFICERS, DIRECTORS AND EMPLOYEES

SECTION 12.01.    Liability solely corporate.................................     44



                                      vii


                                                                           
                                ARTICLE THIRTEEN

                             SUPPLEMENTAL INDENTURES

SECTION 13.01.    Without consent of Securityholders, the
                     Company and Trustee may enter into
                     supplemental indentures for specified
                     purposes...........................................      44
SECTION 13.02.    Modification of Indenture by
                     supplemental indenture with consent
                     of Securityholders ................................      46
SECTION 13.03.    Upon request of the Company, Trustee to join
                     in execution of supplemental indenture.............      46
SECTION 13.04.    Effect of supplemental indenture .....................      47
SECTION 13.05.     Matters provided for in supplemental
                    indenture may be noted on Securities,
                    or new Securities appropriately
                    modified may be issued in exchange
                    for outstanding Securities .........................      47
SECTION 13.06.    Supplemental indentures to conform to
                    Trust Indenture Act of 1939 ........................      47
SECTION 13.07.    Effect of supplemental indenture on
                    Senior Indebtedness ................................      47


                              ARTICLE FOURTEEN

                         MISCELLANEOUS PROVISIONS

SECTION 14.01.    Consolidation, merger, sale or lease..................      48
SECTION 14.02.    Rights under Indenture confined
                    to parties and holders of Securities................      48
SECTION 14.03.    Evidence of compliance
                    with conditions precedent...........................      48
                  As evidence of compliance, Officers'
                    Certificate and Opinion of Counsel to
                    be furnished to Trustee ............................      48
                  Contents of certificates and opinions
                    Trustee may examine books and records of
                    the Company.........................................      49
SECTION 14.04.     Cancellation of Securities...........................      49
SECTION 14.05.     Provisions required by Trust Indenture
                    Act of 1939 to control .............................      50
SECTION 14.06.     Action of authorized committee deemed to
                     be action of Board of Directors ...................      50
SECTION 14.07.    Notices ..............................................      50





                                      viii


                                                                           
SECTION 14.08.    Act of Holders .......................................      50
SECTION 14.09.    Payments due on Non-Business days ....................      51
SECTION 14.10.    Execution in counterparts ............................      52
SECTION 14.11.    Indenture deemed a New York contract .................      52

                               ARTICLE FIFTEEN

                        SUBORDINATION OF SECURITIES

SECTION 15.01.    Agreement to Subordinate..............................      52
SECTION 15.02.    Distribution on Dissolution, Liquidation and
                     Reorganization; Subrogation of Securities..........      52
SECTION 15.03.    Unconditional Obligation of the Company to
                    make Payments on Securities ........................      54
SECTION 15.04.    Prior Payments of Senior Indebtedness upon
                    Maturity; No Payment on Securities upon
                    event of default on Senior Indebtedness ............      54
SECTION 15.05.    Payments on Securities Permitted .....................      55
SECTION 15.06.    Trustee as Holder of Senior Indebtedness .............      55
SECTION 15.07.    No Impairment of Right to Enforce Subordination
                    by Holders of Senior Indebtedness ..................      56
SECTION 15.08.    Authorization of Holders of Securities to Holders
                    of Senior Indebtedness and Trustee to Effect
                    Subordination ......................................      56
SECTION 15.09.    No Fiduciary Duty by Trustee to Holders of
                    Senior Indebtedness ................................      56
SECTION 15. 10    All Provisions of Indenture Subject to this Article ..      56


TESTIMONIUM ............................................................      57
SIGNATURES AND SEALS....................................................      57
ACKNOWLEDGEMENTS........................................................      58-59



                                       1



             INDENTURE, dated as of May 14, 2002, between VIAD CORP, a
corporation organized and existing under the laws of the State of Delaware
(hereinafter called the "Company"), party of the first part, and Wachovia Bank,
National Association, as trustee (hereinafter called the "Trustee"), party of
the second part.

                                   RECITALS

             The Company is authorized and empowered to borrow money for its
corporate purposes and to issue its bonds, debentures, notes and other
obligations for money so borrowed.

             The Company has duly authorized the issue, in one or more series as
in this Indenture provided, from time to time of its subordinated debt
securities (hereinafter called the "Securities"), which may be either
convertible or non-convertible, and, to provide the general terms and conditions
upon which the Securities are to be authenticated, issued and delivered. The
Company has duly authorized the execution and delivery of this Indenture.

             The Trustee has power to enter into this Indenture and to accept
and execute the trusts herein created.

             The Company represents that all acts and things necessary to make
the Securities, when executed by the Company and authenticated and delivered by
the Trustee as in this Indenture provided and issued, the valid, binding and
legal obligations of the Company, will, at the time of such execution,
authentication and delivery, have been done and performed; that all acts and
things necessary to constitute these presents a valid indenture and agreement
according to its terms have been done and performed; that the execution of this
Indenture has in all respects been duly authorized and the issue hereunder of
the Securities will, at the time of the issue thereof, have in all respects been
duly authorized; and that the Company, in the exercise of each and every legal
right and power in it vested, executes this Indenture and proposes to make,
execute, issue and deliver the Securities.

             NOW, THEREFORE, THIS INDENTURE WITNESSETH:

             That, in consideration of the premises and of the acceptance and
purchase of the Securities by the holders thereof, the Company covenants and
agrees with the Trustee, for the equal benefit of all the holders from time to
time of the Securities, without preference, priority or distinction of any
thereof over any other thereof by reason of priority in time of issuance or
negotiation, or otherwise, as follows:

                                       2


                                   ARTICLE ONE

                                   DEFINITIONS

                  SECTION 1.01. Unless otherwise defined in this Indenture or
the context otherwise requires, all terms used herein shall have the meanings
assigned to them in the Trust Indenture Act of 1939.

                  SECTION 1.02. Unless the context otherwise requires, the terms
defined in this Section 1.02 shall for all purposes of this Indenture have the
meanings hereinafter set forth, the following definitions to be equally
applicable to both the singular and the plural forms of any of the terms herein
defined:

                  Act: The term "Act", when used with respect to any holders,
         has the meaning specified in Section 14.08.

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

                  Authenticating Agent: The term "Authenticating Agent" means
         the Trustee and/or the authenticating agent, if any, appointed by the
         Trustee and acting pursuant to Section 10.10.

                  Board Resolution: The term "Board Resolution" means a copy of
         a resolution or resolutions certified by the Secretary or an Assistant
         Secretary of the Company to have been duly adopted by the Board of
         Directors or any committee of the Board of Directors (or committee of
         officers or other representatives of the Company, to the extent that
         any such committee or committees have been authorized by the Board of
         Directors to establish or approve the matters contemplated by Section
         2.02 hereof) and to be in full force and effect on the date of such
         certification, and delivered to the Trustee.

                  Business day: The term "business day" shall mean a day which
         in The City of New York or Houston is not a day on which banking
         institutions are authorized or obligated by law or executive order to
         close.

                  Capital Stock: The term "Capital Stock" shall mean, with
         respect to any person, all Common Stock and Preferred Stock of such
         person.

                  Commission: The term "Commission" means the Securities and
         Exchange Commission, as from time to time constituted, created under
         the Securities Exchange Act of 1934 or, if at any time after the
         execution of this Indenture such Commission is not

                                       3


         existing and performing the duties now assigned to it under the Trust
         Indenture Act, then the body performing such duties at such time.

                  Common Stock: The term "Common Stock" shall mean, with respect
         to any person, any and all shares, interests and participations
         (however designated and whether voting or non-voting) in such person's
         common equity, whether now outstanding or issued after the date of this
         Indenture, and includes, without limitation, all series and classes of
         such common stock.

                  Company: The term "Company" shall mean Viad Corp and, subject
         to the provisions of Section 14.01, shall also include its successors
         and assigns.

                  Depositary: With respect to the Securities of any series
         issuable or issued in whole or in part in global form, the person
         designated as Depositary by the Company pursuant to Section 2.02 until
         a successor Depositary shall have become such pursuant to the
         applicable provisions of this Indenture, and thereafter "Depositary"
         shall mean or include each person who is then a Depositary hereunder,
         and if at any time there is more than one such person, "Depositary" as
         used with respect to the Securities of any such series shall mean the
         "Depositary" with respect to the Securities of that series.

                  Event of default: The term "event of default" shall have the
         meaning specified in Section 6.01.

                  Indebtedness: The term "Indebtedness" shall mean, with respect
         to any person, (a) any liability of such person (1) for borrowed money,
         or under any reimbursement obligation, contingent or otherwise,
         relating to an acceptance, letter of credit or similar facilities, or
         (2) evidenced by a bond, note, debenture or similar instrument
         (including a purchase money obligation) given in connection with the
         acquisition of any businesses, properties or assets of any kind (other
         than a trade payable or a current liability arising in the ordinary
         course of business), or (3) for the payment of money relating to a
         capitalized lease; (b) all obligations of such person to purchase
         redeem, retire, defease or otherwise make any payment in respect of any
         Capital Stock of or other ownership or profit interest in such person
         or any of its Affiliates or any warrants, rights or options to acquire
         such Capital Stock, valued, in the case of redeemable stock, at the
         greater of its voluntary or involuntary liquidation preference plus
         accrued and unpaid dividends; (c) any liability of others described in
         the preceding clause (a) that the person has guaranteed or that is
         otherwise its legal liability; and (d) any amendment, supplement,
         modification, deferral, renewal, extension or refunding of any
         liability of the types referred to in clauses (a), (b) and (c) above.
         For purposes of determining any particular amount of Indebtedness under
         this definition, guarantees of (or obligations with respect to letters
         of credit supporting) Indebtedness otherwise included in the
         determination of such amount shall not also be included.

                  Indenture: The term "Indenture" or "this Indenture" shall mean
         this instrument and all indentures supplemental hereto.

                                       4


                  Interest Payment Date: The term "Interest Payment Date" when
         used with respect to any Security shall mean the Stated Maturity of an
         installment of interest on such Security.

                  Lien: The term "Lien" means any mortgage, lien, charge, claim,
         security interest, pledge, hypothecation, right of another under any
         conditional sale or other title retention agreement, or any other
         encumbrance affecting title to property.

                  Mandatory Sinking Fund Payment: The term "Mandatory Sinking
         Fund Payment" shall have the meaning specified in Section 4.04.

                  Maturity: The term "Maturity", with respect to any Security,
         shall mean the date on which the principal of such Security shall
         become due and payable as therein and herein provided, whether by
         declaration, call for redemption or otherwise.

                  Officers' Certificate: The term "Officers' Certificate", when
         used with respect to the Company, shall mean a certificate signed by
         the Chairman of the Board of Directors, the President or any Vice
         President and by the Treasurer, any Assistant Treasurer, the
         Controller, any Assistant Controller, the Secretary or any Assistant
         Secretary of the Company.

                  Opinion of Counsel: The term "Opinion of Counsel" shall mean
         an opinion in writing signed by legal counsel, who may be counsel for
         the Company.

                  Optional Sinking Fund Payment: The term "Optional Sinking Fund
         Payment" shall have the meaning specified in Section 4.04.

                  Outstanding: The term "outstanding", when used as of any
         particular time with reference to Securities, shall mean, as of the
         date of determination and subject to Section 7.03, all Securities
         theretofore authenticated and delivered by the Trustee under this
         Indenture, except

                           (a) Securities or portions thereof for which (i)
                  funds, or as provided in Section 11.02 hereof, direct
                  obligations of the United States of America, sufficient to pay
                  the principal thereof, premium, if any, thereon and all unpaid
                  interest thereon to Maturity or to the date fixed for the
                  redemption thereof shall have been deposited in trust for such
                  purpose as provided herein with the Trustee or with any paying
                  agent (other than the Company) or shall have been set aside
                  and segregated in trust by the Company (if the Company shall
                  act as its own paying agent) and (ii) in case of redemption,
                  notice of redemption thereof shall have been duly given or
                  provision satisfactory to the Trustee for the giving of such
                  notice shall have been made;

                           (b) Securities which shall have been cancelled or
                  surrendered to the Trustee for cancellation; and

                                       5


                           (c) Securities in lieu of or in substitution for
                  which other Securities shall have been authenticated and
                  delivered pursuant to Section 2.05 or 2.06;

provided, however, that in determining whether the holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee actually knows to be so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

                  Person: The term "person" shall mean an individual, a
         corporation, a partnership, a joint venture, an association, a joint
         stock company, a trust, an unincorporated organization or a government
         or an agency or political subdivision thereof.

                  Preferred Stock: The term "Preferred Stock" shall mean, with
         respect to any person, any and all shares, interests, participations or
         other equivalents (however designated) of such person's preferred or
         preference stock whether now outstanding or issued after the date of
         this Indenture, and includes, without limitation, all classes and
         series of preferred or preference stock.

                  Principal Office of the Trustee: The term "Principal Office of
         the Trustee", or other similar term, shall mean the principal corporate
         trust office of the Trustee at which its principal trust business is
         administered. As of the date hereof, the Principal Office of the
         Trustee is located at 5847 San Felipe, Houston, Texas 77057 (telephone:
         (713) 278-4320 and telecopier: (713) 278-4329).

                  Record Date: The term "Record Date" shall mean, with respect
         to any interest payable on any Security on any Interest Payment Date,
         the close of business on the date specified in such Security or, in the
         case of defaulted interest, the close of business on any subsequent
         record date established as provided in Section 2.01 (in each case
         whether or not such day is a business day).

                  Redemption Date: The term "Redemption Date" when used with
         respect to any Security to be redeemed, in whole or in part, shall mean
         the date fixed for such redemption by or pursuant to this Indenture and
         the terms of such Security.

                  Redemption Price: The term "Redemption Price" when used with
         respect to any Security to be redeemed shall mean the price (exclusive
         of accrued but unpaid interest) at which it is to be redeemed pursuant
         to this Indenture and the terms of such Security.

                                       6


                  Responsible Officers: The term "Responsible Officers" of the
         Trustee hereunder shall mean and include the chairman and any vice
         chairman of the board of directors, the president, the chairman and any
         vice chairman of the executive committee of the board of directors, or
         any officer in the corporate trust department of the Trustee
         customarily performing functions similar to those performed by the
         persons who at the time shall be such officers, respectively, or to
         whom any corporate trust matter is referred because of his knowledge
         of, and familiarity with, a particular subject.

                  Restricted Subsidiary: The term "Restricted Subsidiary" means
         any Subsidiary which is designated as such by Board Resolution and at
         least a majority of the shares of Voting Stock of which shall at the
         time be owned, directly, by the Company or by one or more Restricted
         Subsidiaries or by the Company and one or more Restricted Subsidiaries.

                  Security: The term "Security" shall mean one of the Securities
         duly authenticated by the Trustee and delivered pursuant to the
         provisions of this Indenture.

                  Security Co-Registrar: The term "Security Co-Registrar" has
         the meaning specified in Section 2.05.

                  Security Register, Security Registrar: The terms "Security
         Register" and "Security Registrar" have the respective meanings
         specified in Section 2.05.

                  Securityholder, holder of Securities, holder, registered
         holder: The term "Securityholder" or "holder of Securities" or "holder"
         or "registered holder", with respect to a Security, shall mean the
         person in whose name such Security or Securities shall be registered in
         the register kept for that purpose hereunder.

                  Senior Indebtedness: The term "Senior Indebtedness" means the
         principal of (and premium, if any) and unpaid interest on (i)
         Indebtedness of the Company (including Indebtedness of others
         guaranteed by the Company), whether outstanding on the date hereof or
         thereafter created, incurred, assumed or guaranteed, for money borrowed
         (other than the Indebtedness evidenced by the Securities outstanding on
         the date hereof or thereafter created), unless in the instrument
         creating or evidencing the same or pursuant to which the same is
         outstanding it is provided that such Indebtedness is not senior or
         prior in right of payment to the Securities or is made subordinate to
         any other Indebtedness of the Company on the same or substantially the
         same basis as the Securities are made subordinate and (ii) renewals,
         extensions, modifications and refundings of any such Indebtedness.

                  Stated Maturity: The term "Stated Maturity" when used with
         respect to any Security or any installment of interest thereon shall
         mean the date specified in such Security as the fixed date on which the
         principal (or any portion thereof) of or premium, if any, on such
         Security or such installment of interest is due and payable.

                                       7


                  Subsidiary: The term "Subsidiary" shall mean any corporation
         at least a majority of the Voting Stock of which shall at the time be
         owned, directly or indirectly, by the

                                       8


         Company, or one or more Subsidiaries, or by the Company and one or more
         Subsidiaries.

                  Trustee: The term "Trustee" shall mean the trustee hereunder
         for the time being, whether original or successor, and if at any time
         there is more than one such trustee, "Trustee." as used with respect to
         the Securities of any series shall mean the trustee with respect to
         Securities of that series.

                  Trust Indenture Act of 1939 or Trust Indenture Act: The term
         "Trust Indenture Act of 1939" or "Trust Indenture Act" shall mean such
         Act as amended from time to time except as provided in Section 13.06 or
         otherwise required by law.

                  Unrestricted Subsidiary: The term "Unrestricted Subsidiary"
         shall mean any Subsidiary other than a Restricted Subsidiary.

                  Voting Stock: The term "Voting Stock" means stock of any class
         or classes (however designated) having ordinary voting power for the
         election of a majority of the members of the board of directors (or any
         governing body) of such corporation, other than stock having such power
         only by reason of the happening of a contingency.

                  Certain other terms, relating principally to provisions
included in this Indenture in compliance with the Trust Indenture Act of 1939,
are defined in Article Ten.


                                   ARTICLE TWO

                     FORM, EXECUTION, DELIVERY, TRANSFER AND
                             EXCHANGE OF SECURITIES

                  SECTION 2.01. The Securities of each series shall be issuable
in registered form and shall be in substantially such form as shall be
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
or designation and such legends or endorsements printed, lithographed or
engraved thereon as the officers of the Company executing the same may approve
(execution thereof to be conclusive evidence of such approval) and as are not
inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange on which the Securities may be
listed, or to conform to usage. The Securities shall be issued, except as
otherwise provided with respect to any series of Securities pursuant to Section
2.02, in the denomination of $1,000 and any larger denomination which is an
integral multiple of $1,000 approved by the Company, such approval to be
evidenced by the execution thereof.

                  If Securities of a series are issuable in whole or in part in
global form, any such Security may provide that it shall represent the aggregate
amount of Outstanding Securities from time to time endorsed thereon and may also
provide that the aggregate amount of Outstanding

                                       9


Securities represented thereby may from time to time be reduced to reflect
exchanges or increased to reflect the issuance of additional Securities. Any
endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities represented thereby shall
be made in such manner and by such person or persons, as shall be specified
therein or in the Company order of authentication delivered to the Trustee
pursuant to Section 2.04.

                  The person in whose name any Security is registered at the
close of business on any Record Date with respect to any Interest Payment Date
shall be entitled to receive the interest payable on such Interest Payment Date
notwithstanding the cancellation of such Security upon any transfer or exchange
thereof subsequent to such Record Date and prior to such Interest Payment Date;
provided, however, that, if and to the extent the Company shall default in the
payment of the interest due on such Interest Payment Date, the defaulted
interest shall be paid to the persons in whose names the outstanding Securities
are registered on a subsequent record date, such record date to be not less than
5 days prior to the date of payment of such defaulted interest, established by
notice given by mail by or on behalf of the Company to the holders of Securities
not less than 15 days preceding such subsequent record date.

                  The principal of and interest and premium, if any, on the
Securities shall be payable at each office or agency of the Company designated
pursuant to Section 5.02 for such purpose; provided, however, that interest may
at the option of the Company be paid by check mailed to the address of the
person entitled thereto as such address shall appear in the Security Register
(including the records of any Security Co-Registrar). Such payments will be made
in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts.

                  SECTION 2.02. The aggregate principal amount of Securities
which may be authenticated and delivered under this Indenture is unlimited. The
Securities shall be subordinated in right of payment, to Senior Indebtedness as
provided in Article Fifteen.

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

                  (a) the title of the Securities of the series (which shall
         distinguish the Securities of the series from the Securities of all
         other series, except to the extent that additional Securities of an
         existing series are being issued);

                  (b) any limit upon the aggregate principal amount of the
         Securities of the series which may be outstanding under this Indenture
         (except as otherwise provided in Section 2.06, 2.08, 4.02 or 13.05);

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

                                       10


                  (d) the rate or rates at which the Securities of the series
         shall bear interest, if any, or the method by which such rate or rates
         shall be determined, the date or dates from which such interest shall
         accrue, or the method by which such date or dates shall be determined,
         the interest payment dates on which such interest shall be payable and
         the record dates for the determination of holders to whom interest is
         payable;

                  (e) the place or places where the principal of, premium, if
         any, and interest on Securities of the series shall be payable;

                  (f) the price or prices at which, the period or periods within
         which and the terms and conditions upon which Securities of the series
         may be redeemed, in whole or in part, at the option of the Company, if
         the Company is to have that option;

                  (g) the obligation, if any, of the Company to redeem, purchase
         or repay Securities of the series pursuant to any sinking fund or
         analogous provisions or at the option of a holder thereof and the price
         or prices at which the period or periods within which and the terms and
         conditions upon which Securities of the series shall be redeemed,
         purchased or repaid, in whole or in part, pursuant to such obligation;

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

                  (i) if other than the principal amount thereof, the portion of
         the principal amount of the Securities of the series which shall be
         payable upon declaration of acceleration of the Maturity thereof
         pursuant to Section 6.02;

                  (j) the issuance of the Securities of such series in whole or
         in part in global form and, if so, the identity of the Depositary for
         such Securities in global form, and the terms and conditions, if any,
         upon which interests in such Securities in global form may be
         exchanged, in whole or in part, for the individual Securities
         represented thereby;

                  (k) any deletions from, modifications of or additions to the
         events of default or covenants of the Company with respect to any of
         such Securities, whether or not such events of default or covenants are
         consistent with the events of default or covenants set forth herein;

                  (1) if the Securities of such series will be issuable upon the
         conversion of other securities of the Company or upon the exercise of
         warrants, the time, manner and place for such Securities to be
         authenticated and delivered;

                  (m) if the Securities of the series will be convertible into
         or exchangeable for Common Stock or other securities of the Company
         and, if so, the terms and conditions upon which such Securities will be
         so convertible or exchangeable; and

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

                                       11


                  All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided by
or pursuant to such Board Resolution, and set forth in such Officers'
Certificate, or in any such indenture supplemental hereto. If any of the terms
of a series of Securities are established by action taken pursuant to a Board
Resolution, a copy of such Board Resolution shall be delivered to the Trustee at
or prior to the delivery of the Officers' Certificate setting forth the terms of
such series. All Securities of any one series need not be issued at the same
time and, unless otherwise so provided by the Company, a series may be reopened
for issuances of additional Securities of such series or to establish additional
terms of such series of Securities.

                  SECTION 2.03. The Securities shall be signed in the name and
on behalf of the Company by the manual or facsimile signature of its Chairman of
the Board of Directors, its President or one of its Vice Presidents, under its
corporate seal (which may be printed, engraved or otherwise reproduced thereon,
by facsimile or otherwise) which shall be attested by the manual or facsimile
signature of its Secretary, or one of its Assistant Secretaries. The Securities
shall then be delivered to the Trustee or the Authenticating Agent for
authentication by it, and thereupon, as provided herein, the Trustee or the
Authenticating Agent shall authenticate and deliver such Securities. In case any
officer of the Company who shall have signed any of the Securities shall cease
to be such officer of the Company before the Securities so signed shall have
been actually authenticated and delivered by the Trustee or the Authenticating
Agent, such Securities may nevertheless be issued, authenticated and delivered
as though the person who signed such Securities had not ceased to be such
officer of the Company; and also any of the Securities may be signed on behalf
of the Company by any person who at the time of the execution of such Securities
shall be the proper officer of the Company, even though at the date of the
execution of this Indenture such person may not have been such officer of the
Company.

                  SECTION 2.04. Only such of the Securities as shall bear
thereon a certificate substantially in the form of the Trustee's certificate of
authentication hereinafter recited, executed by the Trustee or the
Authenticating Agent, shall be valid or become obligatory for any purpose or
entitle the holder thereof to any right or benefit under this Indenture, and the
certificate of authentication by the Trustee or the Authenticating Agent upon
any such Security executed on behalf of the Company as aforesaid shall be
conclusive evidence, and the only evidence, that the Security so authenticated
has been duly authenticated and delivered hereunder and that the holder thereof
is entitled to the benefits of this Indenture.

                                       12


                  The Trustee's certificate of authentication on all Securities
shall be in substantially the following form:

                   This is one of the Securities issued under the Indenture
described herein.

                                 Wachovia Bank,
                                    National Association,
                                    as Trustee


                                 By___________________________________________
                                        Authorized Signatory

                                 or (if an Authenticating Agent is appointed
                                 pursuant to Section 10.10)

                                 Wachovia Bank,
                                    National Association,
                                    as Trustee

                                 By (Name of Agent) as
                                     Authenticating Agent



                                 By___________________________________________
                                        Authorized Signatory


                  SECTION 2.05. The Company shall cause to be kept a register
(herein sometimes referred to as the "Security Register") in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for
the registration of Securities and of transfers of Securities. Unless and until
otherwise determined by the Company, by Board Resolution, the Security Register
initially shall be kept at the Principal Office of the Trustee. The Trustee is
hereby appointed "Security Registrar" for the purpose of registering Securities
and transfers of Securities as herein provided. The Company may appoint one or
more "Security Co-Registrars" for such purpose. The Security Registrar and any
Security Co-Registrars are herein sometimes referred to, and are appointed as,
the "Security Registrar".

                  Upon surrender for registration of transfer of any Security of
any series at any office or agency of the Company designated pursuant to Section
5.02 for such purpose or at the office of any Security Co-Registrar, the Company
shall execute and the Trustee or the Authenticating Agent shall authenticate and
deliver a Security or Securities of such series for a like aggregate principal
amount, in such authorized denomination or denominations and registered in such
name or names as may be requested. The transfer of any security shall not be

                                       13


valid as against the Company or the Trustee unless registered at such offices or
agency by the registered holder, or by his attorney duly authorized in writing.

                  Securities of any series in their several authorized
denominations are exchangeable for a Security or Securities of such series in
authorized denominations and of a like aggregate principal amount. Securities to
be exchanged as aforesaid shall be surrendered for that purpose by the
registered holder thereof at such offices or agency, and the Company shall
execute and the Trustee or the Authenticating Agent shall authenticate and
deliver in exchange therefor the Security or Securities in such authorized
denomination or denominations as the Securityholder making the exchange shall
have requested and shall be entitled to receive. The Company shall not be
required to make any exchange or effect registration of transfer of (i) any
Security which shall have been designated for redemption in whole or in part
except, in the case of any Security to be redeemed in part, the portion thereof
not so to be redeemed, or (ii) any Security for a period of 15 days next
preceding any selection of Securities for redemption.

                  Notwithstanding any other provision of this Section, unless
and until it is exchanged in whole or in part for the individual Securities
represented thereby, in definitive form, a Security in global form representing
all or a portion of the Securities of a series may not be transferred except as
a whole by the Depositary for such series to a nominee of such Depositary or by
a nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
for such series or a nominee of such successor Depositary.

                  All Securities presented or surrendered for registration of
transfer, exchange or payment shall (if so required by the Company or the
Trustee or any Security Registrar or Security Co-Registrar or any Authenticating
Agent) be duly endorsed by, or accompanied by a written instrument or
instruments of transfer (in form satisfactory to the Company and the Security
Registrar or any Security Co-Registrar) duly executed by, the registered holder
or by his attorney duly authorized in writing.

                  If at any time the Depositary for the Securities of a series
represented by one or more Securities in global form notifies the Company that
it is unwilling or unable to continue as Depositary for the Securities of such
series or if at any time the Depositary for the Securities of such series shall
no longer be eligible under Section 2.01, the Company shall appoint a successor
Depositary with respect to the Securities of such series. If a successor
Depositary for the Securities of such series is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
ineligibility, the Company's election pursuant to Section 2.02 that such
Securities be represented by one or more Securities in global form shall no
longer be effective with respect to the Securities of such series and the
Company will execute, and the Trustee, upon receipt of a Company order for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series in definitive form, in
authorized denominations, in an aggregate principal amount and like terms and
tenor equal to the principal amount of the Security or Securities in global form
representing such series in exchange for such Security or Securities in global
form.

                                       14


                  The Company may at any time and in its sole discretion
determine that individual Securities of any series issued in global form shall
no longer be represented by such Security or Securities in global form. In such
event the Company will execute, and the Trustee, upon receipt of a Company order
for the authentication and delivery of definitive Securities of such series and
of the same terms and tenor, will authenticate and deliver Securities of such
series in definitive form, in authorized denominations, and in aggregate
principal amount equal to the principal amount of the Security or Securities in
global form representing such series in exchange for such Security or Securities
in global form.

                  If specified by the Company pursuant to Section 2.02 with
respect to a series of Securities issued in global form, the Depositary for such
series of Securities may surrender a Security in global form for such series of
Securities in exchange in whole or in part for Securities of such series in
definitive form and of like terms and tenor on such terms as are acceptable to
the Company and such Depositary. Thereupon, the Company shall execute, and the
Trustee upon receipt of a Company order for the authentication and delivery of
definitive Securities of such series, shall authenticate and deliver, without
service charge to the holders:

                  (a) to each person specified by such Depositary a new
          definitive Security or Securities of the same series and of the same
          tenor, in authorized denominations, in aggregate principal amount
          equal to and in exchange for such person's beneficial interest in the
          Security in global form; and

                  (b) to such Depositary a new Security in global form in a
          denomination equal to the difference, if any, between the principal
          amount of the surrendered Security in global form and the aggregate
          principal amount of the definitive Securities delivered to holders
          pursuant to clause (a) above.

                  Upon the exchange of a Security in global form for Securities
in definitive form, such Security in global form shall be cancelled by the
Trustee or an agent of the Company or the Trustee. Securities issued in
definitive form in exchange for a Security in global form pursuant to this
Section 2.05 shall be registered in such names and in such authorized
denominations as the Depositary for such Security in global form, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee or an agent of the Company or the Trustee in writing. The
Trustee or such agent shall deliver such Securities to or as directed by the
persons in whose names such Securities are so registered or to the Depositary.

                  Whenever any securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities, which the holder making the exchange is entitled to receive.

                  No service charge shall be made for any registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any applicable tax or other governmental charge payable in connection
therewith.

                  The Company and the Trustee, and the agents of either, may
deem and treat the person in whose name any Security is registered as the
absolute owner of such Security (whether

                                       15


or not such Security shall be overdue and notwithstanding any notation of
ownership or other writing thereon) for all purposes whatsoever (subject to the
provisions set forth herein relating to Record Dates and record dates for the
payment of any defaulted interest), and the Company and the Trustee, and the
agents of either, shall not be affected by any notice to the contrary.

                  None of the Company, the Trustee, any Authenticating Agent,
any Paying Agent or the Security Registrar will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a Security in global form or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interest and each of them may act or refrain from acting without
liability on any information relating to such records provided by the
Depositary.

                  SECTION 2.06. In case any temporary or definitive Security of
a particular series shall become mutilated or be destroyed, lost or stolen, then
upon the conditions hereinafter set forth the Company in its discretion may
execute, and thereupon the Trustee or the Authenticating Agent shall
authenticate and deliver, a new Security of the same series of like tenor and
principal amount and bearing a different number, in exchange and substitution
for and upon cancellation of the mutilated Security or in lieu of and
substitution for the Security so destroyed, lost or stolen; provided, however,
that if any such mutilated, destroyed, lost or stolen Security shall have become
payable upon the maturity thereof, the Company may, instead of issuing a
substitute Security, pay such Security without requiring the surrender thereof.
The applicant for any substitute Security or for payment of any such mutilated,
destroyed, lost or stolen Security shall furnish to the Company and to the
Trustee evidence satisfactory to them, in their discretion, of the ownership of
and the destruction, loss or theft of such Security and shall furnish to the
Company and to the Trustee indemnity satisfactory to them, in their discretion,
and, if required, shall reimburse the Company and the Trustee for all expenses
(including counsel fees and any tax or other governmental charge that may be
imposed in relation thereto) in connection with the preparation, issue and
authentication of such substitute Security or the payment of such mutilated,
destroyed, lost or stolen Security, and shall comply with such other reasonable
regulations as the Company and the Trustee, or either of them, may prescribe.
Any such new Security delivered pursuant to this Section 2.06 shall constitute
an additional contractual obligation on the part of the Company, whether or not
the allegedly destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be equally and proportionately entitled to the
benefit of this Indenture with all other Securities of the same series issued
hereunder. All Securities shall be held and owned upon the express condition
that, to the extent permitted by law, the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities and shall preclude any and all other rights or remedies.

                  SECTION 2.07. Subject to the provisions set forth herein
relating to Record Dates and record dates for the payment of any defaulted
interest, each Security delivered pursuant to any provision of this Indenture in
exchange or substitution for, or upon registration of transfer of, any other
Security shall carry all the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

                                       16


                  SECTION 2.08. Pending the preparation of definitive Securities
of any series the Company may execute and the Trustee or the Authenticating
Agent shall authenticate and deliver temporary Securities of such series
(printed or lithographed). Temporary Securities shall be issuable in any
authorized denomination, and substantially in the form of the definitive
Securities but with such omissions, insertions and variations as may be
appropriate for temporary Securities, all as may be determined by the Company.
In the case of Securities of any series, such temporary Securities may be in
global form, representing all of the Outstanding Securities of such series and
tenor. Every such temporary Security of a particular series shall be
authenticated by the Trustee or the Authenticating Agent upon the same
conditions and in substantially the same manner, and with the same effect, as
the definitive Securities of such series. Without unreasonable delay, and except
in the case of temporary Securities in global form which shall be exchanged in
accordance with the provisions thereof, the Company will execute and deliver to
the Trustee definitive Securities of such series and thereupon any or all
temporary Securities of such series may be surrendered in exchange for
definitive Securities of the same series, at the Principal Office of the Trustee
or any office or agency of the Company designated pursuant to Section 5.02 for
such purpose or at the office of any Security Co-Registrar, and the Trustee or
the Authenticating Agent shall authenticate and deliver in exchange for such
temporary Securities an equal aggregate principal amount of definitive
Securities of the same series. Such exchange shall be made by the Company at its
own expense and without any charge therefor except that the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto. Until so exchanged, the temporary Securities
of a particular series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series authenticated
and delivered hereunder.


                                  ARTICLE THREE

                               ISSUE OF SECURITIES

                  SECTION 3.01. At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities of
any series executed by the Company to the Trustee or the Authenticating Agent
for authentication. The Trustee or the Authenticating Agent shall thereupon
authenticate and deliver such Securities to or upon the written order of the
Company, signed by its Chairman of the Board of Directors, its President or a
Vice President, without any further action by the Company. In authenticating
such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to
receive, and (subject to Section 315 of the Trust Indenture Act) shall be fully
protected in relying upon:

                                       17


                  (a) a Board Resolution relating thereto and, if applicable, an
         appropriate record of any action taken pursuant to such resolution,
         certified by the Secretary or an Assistant Secretary of the Company;

                  (b) an executed supplemental indenture, if any;

                  (c) an Officers' Certificate; and

                  (d) an Opinion of Counsel prepared in accordance with Section
         14.03, which shall state

                          (1) that the form and terms of such Securities have
                  been established by or pursuant to one or more Board
                  Resolutions, by a supplemental indenture as permitted by
                  Section 13.01(f), or by both such resolution or resolutions
                  and such supplemental indenture, in conformity with the
                  provisions of this Indenture;

                           (2) that the supplemental indenture, if any, when
                  executed and delivered by the Company and the Trustee, will
                  constitute a valid and legally binding obligation of the
                  Company;

                           (3) that such Securities, when authenticated and
                  delivered by the Trustee or the Authenticating Agent and
                  issued by the Company in the manner and subject to any
                  conditions specified in such Opinion of Counsel, will
                  constitute valid and legally binding obligations of the
                  Company, enforceable in accordance with their terms, and will
                  be entitled to the benefits of this Indenture;

                           (4) that the Company has the corporate power to issue
                  such Securities, and has duly taken all necessary corporate
                  action with respect to such issuance;

                           (5) that the issuance of such Securities will not
                  contravene the charter or by-laws of the Company or result in
                  any violation of any of the terms or provisions of any law or
                  regulation or of any indenture, mortgage or other agreement by
                  which the Company is bound and under which long-term debt of
                  the Company as reflected in its latest financial statements on
                  file with the Securities and Exchange Commission is
                  outstanding; and

                           (6) that all requirements of this Indenture
                  applicable to the Company in respect of the execution and
                  delivery by the Company of such Securities and of such
                  supplemental indenture, if any, have been complied with and
                  that, assuming (a) all requisite corporate authorization on
                  the part of the Trustee, (b) continued compliance by the
                  Trustee with the terms of the Indenture specifically
                  applicable to the Trustee, and (c) due authentication and
                  delivery of such Securities by the Trustee or the
                  Authenticating Agent, the execution and delivery of such
                  supplemental indenture, if any, will not violate the terms of
                  this Indenture, and that, other than compliance with federal
                  and state securities laws, no authorization,

                                       18


                  approval or consent by any regulatory or statutory or other
                  public authority is required in connection with the execution
                  and delivery of such supplemental indenture or for the
                  creation, issuance, authentication and delivery of the
                  Securities pursuant to this Indenture.

                  If not all the Securities of any series are to be issued at
one time, it shall not be necessary to deliver an Opinion of Counsel at the time
of issuance of each Security, but such opinion with appropriate modifications
shall be delivered at or before the time of issuance of the first Security of
such series.

                  If the Company shall establish pursuant to Section 2.02 that
Securities of a series may be issued in whole or in part in global form, then
the Company shall execute and the Trustee shall, in accordance with this Section
and the Company order of authentication with respect to such series,
authenticate and deliver one or more Securities in global form that (i) shall
represent and shall be denominated in an aggregate amount equal to the aggregate
principal amount of the Outstanding Securities of such series and tenor to be
represented by one or more Securities in global form, (ii) shall be registered,
in the name of the Depositary for such Security or Securities in global form or
the nominee of such Depositary, (iii) shall be delivered to such Depositary or
pursuant to such Depositary's instruction, and (iv) shall bear a legend
substantially to the following effect: "Unless this certificate is presented by
an authorized representative of The Depository Trust Company, a New York
corporation ("DTC") to Issuer or its agent for transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein." Each Depositary designated
pursuant to Section 2.02 for a Security in global form must, at the time of its
designation and at all times while it serves as Depositary, be a clearing agency
registered under the Securities Exchange Act of 1934 and any other applicable
statute or regulation.

                  The Trustee shall have the right to decline to authenticate
and deliver any Securities under this Section if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

                  Each Security shall be dated the date of its authentication.


                                  ARTICLE FOUR

                     REDEMPTION OF SECURITIES; SINKING FUND

                  SECTION 4.01. Redemption of Securities (other than pursuant to
a sinking fund or analogous provision) permitted by the terms of any series of
Securities shall be made in accordance with such terms and Sections 4.02 and
4.03; provided, however, that if any such

                                       19


terms of a series of Securities shall conflict with any provision of this
Article, the terms of such series shall govern.

                  SECTION 4.02. The election of the Company to redeem any
Securities of any series shall be evidenced by or pursuant to a Board
Resolution. If the Company shall elect to redeem the Securities of any series in
whole or in part as aforesaid, it shall fix a date for redemption and give
notice of its election so to redeem by mailing or causing to be mailed written
notice, postage prepaid, at least 30 days prior to the redemption date, to all
holders of Securities to be redeemed as a whole or in part, addressed to them at
their respective addresses as the same shall then appear on the Security
Register of the Company. Any notice which shall be mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the holder shall receive such notice. Failure to mail such notice, or any defect
in the notice mailed, to the holder of any Security designated for redemption as
a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security.

                  Each notice of redemption shall state such election on the
part of the Company, the Redemption Date and place of payment of the Securities
to be redeemed and the Redemption Price and that the Securities designated in
such notice for redemption are required to be presented on or after such
Redemption Date and at such place for payment and that interest to the
Redemption Date on the Securities and portions of Securities called for
redemption will be paid as specified in said notice and shall cease to accrue
thereon on such date. If less than all the outstanding Securities of a series
are to be redeemed, the notice shall also designate the Securities or portions
of Securities that are to be redeemed. If any Security is to be redeemed in part
only, the notice shall also state that upon presentation of such Security on or
after the redemption date at said place, such Security will be canceled and a
new Security or Securities of the same series, in an aggregate principal amount
equal to the unredeemed portion of such Security, will be issued and delivered
without charge to the holder.

                  Notice having been so given, the Securities and portions of
Securities to be redeemed shall on the Redemption Date specified in such notice
become due and payable at the applicable Redemption Price, together with
interest accrued thereon to the Redemption Date, and from and after the
Redemption Date so specified (unless the Company shall default in the payment of
the Redemption Price of such Securities or any such accrued interest) interest
on such Securities and portions of Securities shall cease to accrue, and upon
presentation of such Securities at said place of payment and redemption in
accordance with said notice, such Securities and portions of Securities shall be
paid by the Company at the applicable Redemption Price, together with interest
accrued to the Redemption Date (except that, if the Redemption Date shall be an
Interest Payment Date, the interest payable on such date shall be paid to the
registered holders of such Securities at the close of business on the applicable
Record Date, subject to the provisions of Section 2.01).

                  If the Company shall at any time elect to redeem less than all
the Securities of a series then outstanding, it shall at least 45 days prior to
the Redemption Date (unless a shorter notice shall be satisfactory to the
Trustee) notify the Trustee of the principal amount of Securities to be
redeemed, and thereupon the Trustee shall select, in such manner as the Trustee
shall deem appropriate and fair, the Securities (or portions thereof) of such
series to be redeemed. No

                                       20


Security of a denomination of $1,000 shall be redeemed in part and Securities
may be redeemed in part only in integral multiples of $1,000. The Trustee shall
promptly notify the Company in writing of the Securities and portions of
Securities so selected.

                  SECTION 4.03. If Securities of any Series at the time
outstanding are to be redeemed under circumstances to which Section 11.02 is
applicable, the Company shall deliver to the Trustee (1) proof satisfactory to
the Trustee that notice of redemption thereof on a specified redemption date has
been given as hereinbefore provided, or (2) proof satisfactory to the Trustee
that arrangements have been made insuring to the satisfaction of the Trustee
that such notice will be so given, or (3) a written instrument in form and
substance satisfactory to the Trustee executed by the Company under its
corporate seal, and expressed to be irrevocable, authorizing the Trustee to give
such notice for and on behalf of the Company.

                  SECTION 4.04. Redemption of Securities permitted or required
pursuant to a sinking fund for the retirement of Securities of a series by the
terms of such series of Securities shall be made in accordance with such terms
of such series of Securities and this Article; provided, however, that if any
such terms of a series of Securities shall conflict with any provision of this
Article, the terms of such series shall govern.

                  The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "Mandatory
Sinking Fund Payment", and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an
"Optional Sinking Fund Payment". If provided for by the terms of Securities of
any series, the cash amount of any Mandatory Sinking Fund Payment may be subject
to reduction as provided in Section 4.05.

                  SECTION 4.05. The Company may, at its option, satisfy any
Mandatory Sinking Fund Payment obligation, in whole or in part, with respect to
a particular series of Securities by (1) delivering to the Trustee outstanding
Securities of such series in transferable form theretofore purchased or
otherwise acquired by the Company or redeemed at the election of the Company
pursuant to Section 4.01 or (2) receiving credit for Securities of such series
(not previously so credited) acquired by the Company and theretofore delivered
to the Trustee. The Trustee shall credit such Mandatory Sinking Fund Payment
obligation with an amount equal to the redemption price specified in such
Securities for redemption through operation of the sinking fund and the amount
of such Mandatory Sinking Fund Payment shall be reduced accordingly. If the
Company shall elect so to satisfy any Mandatory Sinking Fund Payment obligation,
it shall deliver to the Trustee not less than 45 days prior to the relevant
sinking fund payment date a written notice signed on behalf of the Company by
its Chairman of the Board of Directors, its President, one of its Vice
Presidents, its Treasurer or one of its Assistant Treasurers, which shall
designate the Securities (and portions thereof, if any) to be so delivered or
credited and which shall be accompanied by such Securities (to the extent not
theretofore delivered) in transferable form. In case of the failure of the
Company, at or before the time so required, to give such notice and deliver such
Securities, the Mandatory Sinking Fund Payment obligation shall be paid entirely
in cash.



                                       21


                  SECTION 4.06. In addition to the sinking fund requirements of
Section 4.05, to the extent, if any, provided for by the terms of a particular
series of Securities, the Company may, at its option, make an Optional Sinking
Fund Payment with respect to such Securities. Unless otherwise provided by such
terms, (a) to the extent that the right of the Company to make such Optional
Sinking Fund Payment shall not be exercised in any year, it shall not be
cumulative or carried forward to any subsequent year, and (b) such optional
payment shall operate to reduce the amount of any Mandatory Sinking Fund Payment
obligation as to Securities of the same series. If the Company intends to
exercise its right to make such optional payment in any year it shall deliver to
the Trustee not less than 45 days prior to the relevant sinking fund payment
date a certificate signed by its Chairman of the Board of Directors, its
President, one of its Vice Presidents, its Treasurer or one of its Assistant
Treasurers stating that the Company will exercise such optional right, and
specifying the amount which the Company will pay on or before the next
succeeding sinking fund payment date. Such certificate shall also state that no
event of default has occurred and is continuing.

                  SECTION 4.07. If the sinking fund payment or payments made in
funds pursuant to either Section 4.05 or 4.06 with respect to a particular
series of Securities plus any unused balance of any preceding sinking fund
payments made in funds with respect to such series shall exceed $50,000 (or a
lesser sum if the Company shall so request), it shall be applied by the Trustee
on the sinking fund payment date next following the date of such payment, unless
the date of such payment shall be a sinking fund payment date, in which case
such payment shall be applied on such sinking fund payment date, to the
redemption of Securities of such series at the redemption price specified
pursuant to Section 4.04. The Trustee shall select in the manner provided in
Section 4.02, for redemption on such sinking fund payment date, a sufficient
principal amount of Securities of such sinking fund payment date, a sufficient
principal amount of Securities of such series to absorb said funds, as nearly as
may be, and shall, at the expense and in the name of the Company, thereupon
cause notice of redemption of the Securities to be given in substantially the
manner provided in Section 4.02 for the redemption of Securities in part at the
option of the Company, except that the notice of redemption shall also state
that the Securities are being redeemed for the sinking fund. Any sinking fund
moneys not so applied by the Trustee to the redemption of Securities of such
series shall be added to the next sinking fund payment received in funds by the
Trustee and, together with such payment, shall be applied in accordance with the
provisions of this Section 4.07. Any and all sinking fund moneys held by the
Trustee on the last sinking fund payment date with respect to Securities of such
series, and not held for the payment or redemption of particular Securities of
such series, shall be applied by the Trustee to the payment of the principal of
the Securities of such series at Maturity.

                  On or prior to each sinking fund payment date, the Company
shall pay to the Trustee a sum equal to all unpaid interest accrued to the date
fixed for redemption on Securities to be redeemed on such sinking fund payment
date pursuant to this Section 4.07.

                  The Trustee shall not redeem any Securities of a series with
sinking fund moneys or mail any notice of redemption of Securities of such
series by operation of the sinking fund during the continuance of a default in
payment of interest on any Securities of such series or of any event of default
(other than an event of default occurring as a consequence of this paragraph) of
which the Trustee has actual knowledge, except that if the notice of redemption
of any

                                       22


Securities of such series shall theretofore have been mailed in accordance with
the provisions hereof, the Trustee shall redeem such Securities if funds
sufficient for that purpose shall be deposited with the Trustee in accordance
with the terms of this Article Four. Except as aforesaid, any moneys in the
sinking fund at the time any such default or event of default shall occur and
any moneys thereafter paid into the sinking fund shall, during the continuance
of such default or event of default, be held as security for the payment of all
the Securities of such series; provided, however, that in case such default or
event of default shall have been cured or waived as provided herein, such moneys
shall thereafter be applied on the next sinking fund payment date on which such
moneys are required to be applied pursuant to the provisions of this Section
4.07.

                                  ARTICLE FIVE

                       PARTICULAR COVENANTS OF THE COMPANY

                  The Company hereby covenants and agrees as follows:

                  SECTION 5.01. The Company will duly and punctually pay the
principal of and premium, if any, on each of the Securities, and the interest
which shall have accrued hereon, at the date and place and in the manner
provided in the Securities and in this Indenture, and will duly comply with all
other terms, agreements and conditions contained in, or made in this Indenture
for the benefit of, the Securities.

                  SECTION 5.02. The Company will maintain in the city in the
United States in which the Company has its principal business office and in The
City of New York, and may maintain elsewhere, an office or agency where
Securities may be presented or surrendered for payment, where Securities may be
surrendered for transfer or exchange, where Securities of that series which are
convertible may be surrendered for conversion, if applicable, and where notices
and demands to or upon the Company in respect of the Securities 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 any such office or
agency. If at any time the Company shall fail to maintain such required office
or agency, or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Principal Office of the Trustee. The Company hereby initially appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

                  The Company may also from time to time designate one or more
other offices or agencies where the Securities may be presented or surrendered
for any or all of such purposes and may from time to time rescind such
designations; provided, however, that no such designation shall in any manner
result in the creation of a Security Register or Security Co-Registrar in
addition to the Security Register required to be kept pursuant to Section 2.05
and any Security Co-Registrar appointed pursuant to Section 2.05. The Company
will give prompt written notice to the Trustee of any such designation and any
change in the location of any such other office or agency.

                                       23


                  SECTION 5.03. If the Company shall at any time act as its own
paying agent with respect to any series of Securities, then, on or before the
date on which the principal of and premium, if any, or interest on any of the
Securities of that series by their terms or as a result of the calling thereof
for redemption shall become payable, the Company will set apart and segregate
and hold in trust for the benefit of the holders of such Securities a sum
sufficient to pay such principal and premium, if any, or interest which shall
have so become payable and will notify the Trustee of its failure to act in that
regard and of any failure by the Company or any other obligor upon the
Securities of that series to make any such payment. If the Company shall
appoint, and at the time have, a paying agent for the payment of the principal
of and premium, if any, or interest on any series of Securities, then, on or
before the date on which the principal of and premium, if any, or interest on
any of the Securities of that series shall become payable as aforesaid, whether
by their terms or as a result of the calling thereof for redemption, the Company
will pay to such paying agent a sum sufficient to pay such principal and
premium, if any, or interest, to be held in trust for the benefit of the holders
of such Securities. If such paying agent shall be other than the Trustee, the
Company will cause such paying agent 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 5.03 and of Section 11.03, (1) that such paying
agent shall hold all sums held by such paying agent for the payment of the
principal of and premium, if any, or interest on the Securities of that series
in trust for the benefit of the holders of such Securities; (2) that such paying
agent shall give to the Trustee notice of any default by the Company or any
other obligor upon the Securities of that series in the making of any payment of
the principal of and premium, if any, or interest on the Securities of that
series when the same shall have become due and payable; and (3) that such paying
agent shall, at any time during the continuance of any such default, upon the
written request of the Trustee, deliver to the Trustee all sums so held in trust
by it.

                  Anything in this Section 5.03 to the contrary notwithstanding,
the Company may at any time, for the purpose of obtaining a release or
satisfaction of this Indenture or for any other reason, pay or cause to be paid
to the Trustee all sums held in trust by it or by any paying agent other than
the Trustee as required by this Section 5.03, 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.

                  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, premium,
if any, or interest on any Security and remaining unclaimed for two years after
such principal, premium, if any, or interest has become due and payable shall be
paid to the Company on Company request, or (if then held by the Company) shall
be discharged from such trust; and the holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such paying agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such paying agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each business day and of general circulation in the Borough of
Manhattan, The City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

                                       24


                  SECTION 5.04. Subject to Section 5.05, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence and that of each Subsidiary and the rights and
franchises of the Company as necessary or desirable in the normal conduct of its
business; provided, however, that the Company shall not be required to preserve
the corporate existence of any Subsidiary if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and the other Subsidiaries taken as a whole.

                  SECTION 5.05. The Company will not consolidate with any other
corporation or accept a merger of any other corporation into the Company or
permit the Company to be merged into any other corporation, or sell or lease all
or substantially all its assets to another corporation, or purchase all or
substantially all the assets of another corporation, unless (i) either the
Company shall be the continuing corporation, or the successor, transferee or
lessee corporation (if other than the Company) shall be organized under the laws
of the United States or any state thereof or the District of Columbia and shall
expressly assume, by indenture supplemental hereto, executed and delivered by
such corporation prior to or simultaneously with such consolidation, merger,
sale or lease, the due and punctual payment of the principal of and interest and
premium, if any, on all the Securities, according to their tenor, and the due
and punctual performance and observance of all the covenants and conditions of
this Indenture to be performed or observed by the Company, and (ii) immediately
after such consolidation, merger, sale, lease or purchase the Company or the
successor, transferee or lessee corporation (if other than the Company) would
not be in default in the performance of any covenant or condition of this
Indenture. A purchase by a Subsidiary of all or substantially all of the assets
of another corporation shall not be deemed to be a purchase of such assets by
the Company.

                  SECTION 5.06. The Company will deliver to the Trustee, within
120 days after the end of each fiscal year, a written statement signed by the
Chairman of the Board of Directors, the President, the Principal Financial
Officer or Principal Accounting Officer or the Treasurer or Controller of the
Company, stating that

                  (a) a review of the activities of the Company during such year
         with regard to its compliance with this Indenture has been made under
         his supervision, and

                  (b) to the best of his knowledge, based on such review, the
         Company has fulfilled all its obligations under this Indenture
         throughout such year, or, if there has been a default in the
         fulfillment of any such obligation, specifying each such default known
         to him and the nature and status thereof.

                  SECTION 5.07. Anything in this Indenture to the contrary
notwithstanding, the Company or any Restricted Subsidiary may fail or omit in
any particular instance to comply with a covenant or condition set forth in
Section 5.04 or 5.05 with respect to any series of Securities if the Company
shall have obtained and filed with the Trustee, prior to the time of such
failure or omission, evidence (as provided in Article Seven) of the consent of
the holders of at least 66 2/3% in aggregate principal amount of the Securities
of such series at the time outstanding, either waiving such compliance in such
instance or generally waiving compliance with such covenant

                                       25


or condition, but no such waiver shall extend to or affect any obligation not
waived by the terms of such waiver or impair any right consequent thereon.

                                   ARTICLE SIX

                     REMEDIES OF TRUSTEE AND SECURITYHOLDERS

                  SECTION 6.01. Except where otherwise indicated by the context
or where the term is otherwise defined for a specific purpose, the term "event
of default" as used in this Indenture with respect to Securities of any series
shall mean one of the following described events (whatever the reason for such
event of default and whether or not it shall be occasioned by the provisions of
Article Fifteen) unless it is either inapplicable to a particular series or it
is specifically deleted or modified in the supplemental indenture, if any, under
which such series of Securities is issued:

                  (a) the failure of the Company to pay any installment of
         interest on any Security of such series, when and as the same shall
         become payable, which failure shall have continued unremedied for a
         period of 30 days;

                  (b) the failure of the Company to pay the principal of (and
         premium, if any, on) any Security of such series, when and as the same
         shall become payable, whether at maturity as therein expressed, by call
         for redemption (otherwise than pursuant to a sinking fund), by
         declaration as authorized by this Indenture or otherwise;

                  (c) the failure of the Company to pay a sinking fund
         installment, if any, when and as the same shall become payable by the
         terms of a Security of such series, which failure shall have continued
         unremedied for a period of 30 days;

                  (d) the failure of the Company, subject to the provisions of
         Section 5.07, to observe and perform any other of the covenants or
         agreements on the part of the Company contained in this Indenture
         (other than a covenant or agreement which has been expressly included
         in this Indenture solely for the benefit of a series of Securities
         other than that series), which failure shall not have been remedied to
         the satisfaction of the Trustee, or without provision deemed by the
         Trustee to be adequate for the remedying thereof having been made, for
         a period of 90 days after written notice shall have been given to the
         Company by the Trustee or shall have been given to the Company and the
         Trustee by holders of 25% or more in aggregate principal amount of the
         Securities of such series then outstanding, specifying such failure and
         requiring the Company to remedy the same;

                  (e) an event of default, as defined in any mortgage, indenture
         or instrument, including this Indenture, under which there may be
         issued, or by which there may be secured or evidenced, any indebtedness
         for money borrowed of the Company, whether such indebtedness now exists
         or shall hereafter be created, shall happen and shall result in such
         indebtedness in an amount in excess of $25,000,000 becoming or being
         declared due

                                       26


         and payable prior to the date on which it would otherwise become due
         and payable, and such acceleration shall not have been rescinded or
         annulled, or such indebtedness shall not have been discharged, within a
         period of 10 days after there has been given, by registered or
         certified mail, to the Company by the Trustee or to the Company and the
         Trustee by the holders of at least 10% in principal amount of the
         Outstanding Securities of such series a written notice specifying such
         event of default and requiring the Company to cause such acceleration
         to be rescinded or annulled or to cause such indebtedness to be
         discharged;

                  (f) the entry by a court having jurisdiction in the premises
         of a decree or order for relief in respect of the Company in an
         involuntary case under the Federal bankruptcy laws, as now or hereafter
         constituted, or any other applicable Federal or State bankruptcy,
         insolvency or other similar law now or hereafter in effect, or
         appointing a receiver, liquidator, assignee, custodian, trustee or
         sequestrator (or similar official) of the Company or for substantially
         all of its property, or ordering the winding up or liquidation of its
         affairs, which decree or order shall have remained unstayed and in
         effect for a period of 90 consecutive days;

                  (g) the commencement by the Company of a voluntary case under
         the Federal bankruptcy laws, as now or hereafter constituted, or any
         other applicable Federal or State bankruptcy, insolvency or other
         similar law now or hereafter in effect, or the consent by the Company
         to the entry of an order for relief in an involuntary case under any
         such law, or the consent by the Company to the appointment of or taking
         possession by a receiver, liquidator, assignee, trustee, custodian or
         sequestrator (or similar official) of the Company or for substantially
         all of its property, or the making by it of an assignment for the
         benefit of its creditors; or

                    (h) the occurrence of any other event of default with
          respect to Securities of such series as provided in an Officers'
          Certificate delivered pursuant to Section 2.02 or a supplemental
          indenture applicable to such series of Securities pursuant to Section
          13.01(b).

                  The Trustee shall be deemed to have knowledge of an event of
default only upon receipt of written notice by a corporate trust officer of the
Trustee.

                  SECTION 6.02. If any one or more of the above-described events
of default (other than those specified in clause (f) or (g) of Section 6.02)
occurs with respect to Securities of any series at the time outstanding, then,
and in each and every such case, during the continuance of any such event of
default, the Trustee or the holders of 25% or more in principal amount of the
Securities of such series then outstanding may declare the principal of all the
Securities of such series then outstanding, if not then due and payable, to be
due and payable, and upon any such declaration the same shall become and be
immediately due and payable, anything contained in this Indenture or in the
Securities of such series to the contrary notwithstanding.

                  If the event of default specified in Section 6.01(f) or (g)
occurs, all unpaid principal of and accrued interest on the outstanding
Securities of that series (or such lesser

                                       27


amount as may be provided for in the Securities of such series) shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any holder of any Security of that series.

                  At any time after Securities of any series have been
accelerated and before a judgment or decree for payment of the money due has
been obtained by the Trustee as hereinafter in this Article provided, the
holders of a majority in principal amount of the Securities of such series then
outstanding may, on behalf of the holders of all the Securities of such series,
waive the event of default by reason of which the principal of the Securities of
such series shall have been so declared to be due and payable, and may rescind
and annul such declaration and its consequences if:

                  (1) (a) the Company has paid or deposited with the Trustee a
sum of money sufficient to pay:

                           (i) the principal of all the Securities of such
series declared to be due and payable, all arrears of interest, if any, upon all
the Securities of such series (with interest, to the extent that interest
thereon shall be legally enforceable, on any overdue installment of interest at
the rate borne by the Securities of such series), and

                           (ii) the reasonable charges and expenses of the
Trustee and its agents and attorneys and all other sums payable under this
Indenture (except the principal of the Securities of such series, which would
not be due and payable were it not for such declaration), or

                  (b) provisions deemed by the Trustee or by the holders of a
majority in principal aggregate amount of the Securities of such series then
outstanding to be adequate therefor shall have been made; and

                  (2) all events of default with respect to Securities of such
series other than the non-payment of the principal of, any premium and interest
on, and any such sums of money with respect to Securities of such series, which
shall have become due solely by such declaration of acceleration, shall have
been cured or waived as provided in this Section 6.02, but no such waiver,
rescission or annulment shall extend to or affect any subsequent default or
event of default, or impair any right consequent thereon.

                  Any declaration by the Trustee pursuant to this Section 6.02
shall be by written notice to the Company, and any declaration or waiver by the
holders of Securities of any series pursuant to this Section 6.02 shall be by
written notice to the Company and the Trustee.

                  The Company and the Trustee may, to the extent provided in
Section 13.01, enter into one or more indentures supplemental hereto, with
respect to any series of the Securities, which may provide for additional or
different events of default with respect to such series of Securities.

                  SECTION 6.03. If the Company shall fail for a period of 30
days to pay any installment of interest on the Securities of any series or shall
fail to pay the principal of and

                                       28


premium, if any, on any of the Securities of such series, when and as the same
shall become due and payable, whether at Maturity, or by call for redemption
(otherwise than pursuant to the sinking fund) by declaration as authorized by
this Indenture, or otherwise, or shall fail for a period of 30 days to make any
sinking fund payment as to a series of Securities, then, upon demand by the
Trustee, the Company will pay to the Trustee for the benefit of the holders of
Securities of such series then outstanding, the whole amount which shall then
have become due and payable on all the Securities of such series, with interest
on the overdue principal and premium, if any, and (so far as the same may be
legally enforceable) on the overdue installments of interest at the rate borne
by the Securities of such series, and reasonable compensation to the Trustee,
its agents and attorneys, and any other reasonable expenses and liabilities
incurred by the Trustee under this Indenture without negligence or bad faith.

                  In case the Company shall fail forthwith to pay such amounts
upon such demand, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any action or proceeding, at
law or in equity, for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Company or any other
obligor upon the Securities of such series, and collect the moneys adjudged or
decreed to be payable out of the property of the Company or any other obligor
upon the Securities of such series, of the Company or any other obligor upon the
Securities of such series, wherever situated, in the manner provided by law.
Every recovery of judgment in any such action or other proceeding (subject to
the payment of the expenses, disbursements and compensation of the Trustee, its
agents and attorneys) shall be for the ratable benefit of the holders of such
series of Securities which shall be the subject of such action or proceeding.
All rights of action upon or under any of the Securities or this Indenture may
be enforced by the Trustee without the possession of any of the Securities and
without the production of any thereof at any trial or any proceeding relative
thereto.

                  SECTION 6.04. The Trustee is hereby appointed, and each and
every holder of the Securities, by receiving and holding the same, shall be
conclusively deemed to have appointed the Trustee the true and lawful
attorney-in-fact of such holder, with authority (whether or not the Company
shall be in default in respect of the payment of the principal of, or interest
on, any of the Securities) to make or file, in its own name and as trustee of an
express trust, or otherwise as it shall deem advisable, in any receivership,
insolvency, liquidation, bankruptcy, reorganization or other judicial proceeding
relative to the Company or any other obligor upon the Securities, or to their
respective creditors or property, any and all claims, proofs of claim, proofs of
debt, petitions, consents, other papers and documents, and amendments of any
thereof, as may be necessary or advisable in order to have the claims of the
Trustee and of the holders of the Securities allowed in any such proceeding, and
to collect and receive any moneys or other property payable or deliverable on
any such claim, and to execute and deliver any and all other papers and
documents and to do and perform any and all other acts and things as it may deem
necessary or advisable, in order to enforce in any such proceeding any of the
claims of the Trustee and of any of such holders in respect of any of the
Securities; and any receiver, assignee, trustee, custodian or debtor in any such
proceeding is hereby authorized, and each and every holder of the Securities, by
receiving and holding the same, shall be conclusively deemed to have authorized
any such receiver, assignee, trustee, custodian or debtor to make any such
payment or delivery only to, or on the order of, the Trustee, and to pay to the
Trustee any amount due if for

                                       29


compensation and expenses, including counsel fees, incurred by it to the date of
such payment or delivery; provided, however, that nothing herein contained shall
be deemed to authorize or empower the Trustee to consent to or accept or adopt,
on behalf of any holder of Securities, any plan of reorganization or
readjustment of the Company affecting the Securities or the rights of any holder
thereof, or to authorize or empower the Trustee to vote in respect of the claim
of any holder of any Securities in any such proceeding.

                  SECTION 6.05. Any moneys collected by the Trustee with respect
to a series of Securities under this Article Six shall be applied in the
following order, at the date or dates fixed by the Trustee for the distribution
of such moneys, upon presentation of the several Securities and stamping thereon
the payment, if only partially paid, and upon surrender thereof if fully paid:

                  First: To the payment of all costs and expenses in connection
         with the collection of such moneys, and all amounts due to the Trustee
         under Section 10.05.

                  Second: In case the principal of the outstanding Securities of
         such series shall not have become due and be unpaid, to the payment of
         interest on the Securities of such series, in the order of the maturity
         of the installments of such interest, with interest (to the extent that
         such interest has been collected by the Trustee) upon the overdue
         installments of interest at the rate borne by such Securities, such
         payments to be made ratably to the persons entitled thereto.

                  Third: In case the principal of the outstanding Securities of
         such series shall have become due, by declaration or otherwise, to the
         payment of the whole amount then owing and unpaid upon the Securities
         of such series for principal and premium, if any, and interest, with
         interest on the overdue principal and premium, if any, and (to the
         extent that such interest has been collected by the Trustee) interest
         upon overdue installments of interest at the rate borne by the
         Securities of such series, and in case such moneys shall be
         insufficient to pay in full the whole amounts so due and unpaid upon
         the Securities of such series, then to the payment of such principal
         and premium, if any, and interest without preference or priority of
         principal and premium, if any, over interest, or of interest over
         principal and premium, if any, or of any installment of interest over
         any other installment of interest, or of any Security of such series
         over any other Security of such series, ratable to the aggregate of
         such principal and premium, if any, and accrued and unpaid interest.

Any surplus then remaining shall be paid to the Company or to such other persons
as shall be entitled to receive it.

                  SECTION 6.06. The holders of a majority in principal amount of
the Securities of any series at the time outstanding may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
hereunder, or of exercising any trust or power hereby conferred upon the Trustee
with respect to the Securities of such series; provided, however, that, subject
to the provisions of Section 10.02, the Trustee shall have the right to decline
to follow any such direction if the Trustee being advised by counsel determines
that the action so directed may not lawfully be taken. Prior to any declaration
accelerating the Maturity of

                                       30


the Securities of any series, the holders of a majority in aggregate principal
amount of such series of Securities at the time outstanding may on behalf of the
holders of all of the Securities of such series waive any past default or event
of default hereunder and its consequences except a default in the payment of
interest or any premium on or the principal of the Securities of such series.
Upon any such waiver the Company, the Trustee and the holders of the Securities
of such series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or event of default or impair any right consequent thereon. Whenever any default
or event of default hereunder shall have been waived as permitted by this
Section 6.06, said default or event of default shall for all purposes of the
Securities of such series and this Indenture be deemed to have been cured and to
be not continuing.

                  SECTION 6.07. No holder of any Security of any series shall
have any right to institute any action, suit or proceeding at law or in equity
for the execution of any trust hereunder or for the appointment of a receiver or
for any other remedy hereunder, in each case with respect to an event of default
with respect to such series of Securities, unless such holder previously shall
have given to the Trustee written notice of the happening of one or more of the
events of default herein specified with respect to such series of Securities,
and unless the holders of 25% in principal amount of the Securities of such
series then outstanding shall have requested the Trustee in writing to take
action in respect of the matter complained of, and unless there shall have been
furnished to the Trustee security and indemnity satisfactory to it against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after receipt of such notification, request and furnishing
of indemnity, shall have neglected or refused to institute any such action, suit
or proceeding; such notification, request and furnishing of indemnity are hereby
declared in every such case to be conditions precedent to any such action, suit
or proceeding by any holder of any Security of such series; it being understood
and intended that no one or more of the holders of Securities of such series
shall have any right in any manner whatsoever by his or their action to enforce
any right hereunder, except in the manner herein provided, and that every
action, suit or proceeding at law or in equity shall be instituted, and
maintained in the manner herein provided, for the equal benefit of all holders
of the outstanding Securities of such series; provided, however, that nothing
contained in this Indenture or in the Securities of such series shall affect or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of, premium, if any, and interest on the Securities of such
series to the respective holders of such Securities at the respective due dates
on such Securities stated, or affect or impair the right, which is also absolute
and unconditional, of such holders to institute suit to enforce the payment
thereof; provided further, that in the event property or assets are conveyed,
transferred, assigned, mortgaged or pledged to the Trustee as security for one
or more series of Securities, no holder of Securities shall be entitled to take
any action or institute any suit to enforce the payment of his Securities,
whether for principal, interest or premium, if any, to the extent that the
taking of such action or the institution or prosecution of any such suit or the
entry of judgment therein would under applicable law result in a surrender,
impairment, waiver or loss of the lien of this Indenture, if any, upon the trust
estate so created by such conveyance, transfer, assignment, mortgage or pledge,
or any part thereof, as security for Securities held by any other holder.

                  SECTION 6.08. All parties to this Indenture and the holders of
the Securities agree that the court may in its discretion require, in any
action, suit or proceeding for the

                                       31


enforcement of any right or remedy under this Indenture, or in any action, suit
or proceeding against the Trustee for any action taken or omitted by it as
Trustee, the filing by any party litigant in such action, suit or proceeding of
an undertaking to pay the costs of such action, suit or proceeding, and that
such court may in its discretion assess reasonable costs, including reasonably
attorney's fees, against any party litigant in such action, suit or proceeding,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; provided, however, that the provisions of this Section 6.08
shall not apply to any action, suit or proceeding instituted by the Trustee, to
any action, suit or proceeding instituted by any one or more holders of
Securities holding in the aggregate more than 10% in principal amount of the
Securities of any series outstanding, or to any action, suit or proceeding
instituted by any holder of Securities of any series for the enforcement of the
payment of the principal of, or premium, if any, or the interest on any of the
Securities of such series, on or after the respective due dates expressed in
such Securities.

                  SECTION 6.09. No remedy herein conferred upon or reserved to
the Trustee or to the holders of Securities of any series is intended to be
exclusive of any other remedy or remedies, and each and every remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute. No delay or omission of
the Trustee or of any holder of the Securities of any series to exercise any
right or power accruing upon any default or event of default shall impair any
such right or power or shall be construed to be a waiver of any such default or
event of default or an acquiescence therein, and every power and remedy given by
this Article Six to the Trustee and to the holders of Securities of any series,
respectively, may be exercised from time to time and as often as may be deemed
expedient by the Trustee or by the holders of Securities of such series, as the
case may be. In case the Trustee or any holder of Securities of any series shall
have proceeded to enforce any right under this Indenture and the proceedings for
the enforcement thereof shall have been discontinued or abandoned because of
waiver or for any other reason or shall have been adjudicated adversely to the
Trustee or to such holder of Securities, then and in every such case the
Company, the Trustee and the holders of the Securities of such series shall
severally and respectively be restored to their former positions and rights
hereunder and thereafter all rights, remedies and powers of the Trustee and the
holders of the Securities of such series shall continue as though no such
proceedings had been taken, except as to any matters so waived or adjudicated.

                                  ARTICLE SEVEN

                         CONCERNING THE SECURITYHOLDERS

                  SECTION 7.01. Whenever in this Indenture it is provided that
the holders of a specified percentage or a majority in aggregate principal
amount of the Securities or of any series of Securities may take any action
(including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action), the fact that at the time
of taking any such action the holders of such specified percentage or majority
have joined therein may be evidenced (a) by any instrument or any number of
instruments of similar tenor, executed by Securityholders in person or by agent
or proxy appointed in writing, or (b) by the record of the holders of Securities
voting in favor thereof, at any meeting of Securityholders duly called and

                                       32


held in accordance with the provisions of Article Eight, or (c) by a combination
of such instrument or instruments and any such record of such a meeting of
Securityholders.

                  SECTION 7.02. Proof of the execution of any instrument by a
Securityholder or his agent or proxy and proof of the holding by any person of
any of the Securities shall be sufficient if made in the following manner:

                  The fact and date of the execution by any person of any such
instrument may be proved (a) by the certificate of any notary public or other
officer in any jurisdiction who, by the laws thereof, has power to take
acknowledgements or proof of deeds to be recorded within such jurisdiction, that
the person who signed such instrument did acknowledge before such notary public
or other officer the execution thereof, or (b) by the affidavit of a witness of
such execution sworn to before any such notary or other officer. Where such
execution is by a person acting in other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority.

                  The ownership of Securities shall be proved by the Security
Register of such Securities or by a certificate of the Security Registrar
thereof.

                  The Trustee may accept such other proof or may require such
additional proof of any matter referred to in this Section 7.02 as it shall deem
appropriate or necessary.

                  SECTION 7.03. In determining whether the holders of the
requisite principal amount of the Securities have concurred in any direction,
request, waiver or consent under this Indenture, Securities which are owned by
the Company or by any other obligor on the Securities or by any person directly
or indirectly controlling, or controlled by, or under direct or indirect common
control with, the Company or any such other obligor shall be disregarded, except
that for the purpose of determining whether the Trustee shall be protected in
relying on any such direction, request, waiver or consent, only Securities which
the Trustee actually knows are so owned shall be disregarded. Securities so
owned which have been pledged in good faith may be regarded as outstanding for
the purposes of this Section 7.03 if the pledgee shall establish to the
satisfaction of the Trustee the pledgee's right to vote such Securities, and
that the pledgee is not a person directly or indirectly controlling, or
controlled by, or under direct or indirect common control with, the Company or
any such other obligor. In case of a dispute as to such right, any decision by
the Trustee taken upon the advice of counsel shall be full protection to the
Trustee.

                  SECTION 7.04. At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 7.01, of the taking of any
action by the holders of the percentage in aggregate principal amount of the
Securities or of any series of Securities specified in this Indenture in
connection with such action, any holder of a Security which is shown by the
evidence to be included in the Securities the holders of which have consented to
such action may, by filing written notice with the Trustee at its Principal
Office and upon proof of holding as provided in Section 7.02, revoke such action
so far as concerns such Security. Except as aforesaid, any such action taken by
the holder of any Security shall be conclusive and binding upon such holder and
upon all future holders and owners of such Security, irrespective of

                                       33


whether or not any notation in regard thereto is made upon such Security or any
Security issued in exchange or substitution therefor.

                                  ARTICLE EIGHT

                            SECURITYHOLDERS' MEETINGS

                  SECTION 8.01. A meeting of Securityholders may be called at
any time and from time to time pursuant to the provisions of this Article Eight
for any of the following purposes:

                  (a) to give any notice to the Company or to the Trustee, or to
         give any directions to the Trustee, or to consent to the waiving of any
         default hereunder and its consequences, or to take any other action
         authorized to be taken by Securityholders pursuant to any of the
         provisions of Article Six;

                  (b) to remove the Trustee and nominate a successor trustee
         pursuant to the provisions of Article Ten;

                  (c) to consent to the execution of an indenture or indentures
         supplemental hereto pursuant to the provisions of Section 13.02; or

                  (d) to take any other action authorized to be taken by or on
         behalf of the holders of any specified aggregate principal amount of
         the Securities of any one or more or all series, as the case may be,
         under any other provision of this Indenture or under applicable law.

                  SECTION 8.02. The Trustee may at any time call a meeting of
Securityholders of all series that may be affected by the action proposed to be
taken, to take any action specified in Section 8.01, to be held at such time and
at such place as the Trustee shall determine. Notice of every meeting of the
Securityholders of a series, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be mailed to holders of Securities of such series at their addresses as
they shall appear on the Security Register (including the records of any
Security Co-Registrar). Such notice shall be mailed not less than 20 nor more
than 90 days prior to the date fixed for the meeting.

                  SECTION 8.03. In case at any time the Company, pursuant to a
resolution of its Board of Directors, or the holders of at least 10% in
aggregate principal amount of the Securities of a series then outstanding that
may be affected by the action proposed to be taken, shall have requested the
Trustee to call a meeting of Securityholders of such series, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed the notice of such meeting within
20 days after receipt of such request, then the Company or such Securityholders
may determine the time and the place for such meeting and may call such meeting
to take any action authorized in Section 8.01, by mailing notice thereof as
provided in Section 8.02.

                                       34


                  SECTION 8.04. To be entitled to vote at any meeting of
Securityholders a person shall (a) be a holder of one or more Securities of a
series affected by the action proposed to be taken at the meeting or (b) be a
person appointed by an instrument in writing as proxy by a holder of one or more
such Securities. The only persons who shall be entitled to be present or to
speak at any meeting of Securityholders shall be the persons entitled to vote at
such meeting and their counsel and any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.

                  SECTION 8.05. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders, in regard to proof of the holding
of Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall think fit.

                  The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Securityholders as provided in Section 8.03, in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote of the meeting.

                  Subject to the provisions of Section 7.03, at any meeting of
Securityholders of a series, each Securityholder of such series or such
Securityholder's proxy shall be entitled to one vote for each $1,000 principal
amount of Securities of such series outstanding held or represented by him;
provided, however, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not outstanding and ruled by the chairman
of the meeting to be not outstanding. The chairman of the meeting shall have no
right to vote other than by virtue of Securities of such series held by him or
instruments in writing as aforesaid duly designating him as the person to vote
on behalf of other Securityholders of such series. At any meeting of the
Securityholders duly called pursuant to the provisions of Section 8.02 or 8.03,
the presence of persons holding or representing Securities in an aggregate
principal amount sufficient to take action upon the business for the transaction
of which such meeting was called shall be necessary to constitute a quorum, and
any such meeting may be adjourned from time to time by a majority of those
present, whether or not constituting a quorum, and the meeting may be held as so
adjourned without further notice.

                  SECTION 8.06. The vote upon any resolution submitted to any
meeting of Securityholders of a series shall be by written ballots on which
shall be subscribed the signatures of the holders of Securities of such series
or of their representatives by proxy and the principal amounts of the Securities
of such series held or represented by them. The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all votes cast at
the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Securityholders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat, and affidavits by one or more persons
having knowledge of the facts

                                       35


setting forth a copy of the notice of the meeting and showing that said notice
was mailed as provided in Section 8.02. The record shall show the principal
amounts of the Securities voting in favor of or against any resolution. The
record shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one of the duplicates shall be delivered to the
Company and the other to the Trustee to be preserved by the Trustee.

                  Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                  SECTION 8.07. Nothing contained in this Article Eight shall be
deemed or construed to authorize or permit, by reason of any call of a meeting
of Securityholders of any series or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance or delay in the exercise of any right
or rights conferred upon or reserved to the Trustee or to the Securityholders of
such series under any of the provisions of this Indenture or of the Securities
of such series.

                                  ARTICLE NINE

                     REPORTS BY THE COMPANY AND THE TRUSTEE
                           AND SECURITYHOLDERS' LISTS

                  SECTION 9.01. In accordance with Section 312(a) of the Trust
Indenture Act, the Company shall furnish or cause to be furnished to the
Trustee:

                  (a) semiannually with respect to Securities of each series on
         January 15 and July 15 of each year or upon such other dates as are set
         forth in or pursuant to the Board Resolution or indenture supplemental
         hereto authorizing such series, a list, in each case in such form as
         the Trustee may reasonably require, of the names and addresses of
         holders as of the applicable 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 so long as the Trustee is the Security Registrar no such
list shall be required to be furnished.

                  SECTION 9.02. The Trustee shall comply with the obligations
imposed upon it pursuant to Section 312 of the Trust Indenture Act.

                  Every holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company, the Trustee,
any Paying Agent or any Security Registrar shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the
holders of Securities in accordance with Section 312 of the Trust Indenture Act,
regardless of the source from which such information was derived, and that

                                       36


the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 312(b) of the Trust Indenture Act.

                  SECTION 9.03. (a) Within 60 days after May 15 of each year
commencing with the first May 15 following the first issuance of Securities, if
required by Section 313(a) of the Trust Indenture Act, the Trustee shall
transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report
dated as of such May 15 with respect to any of the events specified in said
Section 313(a) which may have occurred since the later of the immediately
preceding May 15 and the date of this Indenture.

                  (b) The Trustee shall transmit the reports required by Section
                  313(b) of the Trust Indenture Act and Section 10. 11 hereof at
                  the times specified therein.

                  (c) Reports pursuant to this Section shall be transmitted in
                  the manner and to the persons required by Sections 313(c) and
                  313(d) of the Trust Indenture Act.

                  SECTION 9.04. The Company, pursuant to Section 314(a) of the
Trust Indenture Act, 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 Securities Exchange Act of 1934; or, if the
         Company is not required to file information, documents or reports
         pursuant to either of said 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 Securities Exchange Act of
         1934 in respect of a security listed and registered on a national
         securities exchange as may be prescribed from time to time in such
         rules and regulations;

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

                                       37


                                   ARTICLE TEN

                             CONCERNING THE TRUSTEE

SECTION 10.01. Subject to Sections 315(a) through 315(d) of the Trust Indenture
Act:

         (a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note,
coupon or other paper or document reasonably 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 an Officers' Certificate and any resolution of the
Board of Directors or any committee thereof (or committee of officers or other
representatives of the Company, to the extent any such committee or committees
have been so authorized by the Board of Directors) may be sufficiently evidenced
by a 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
shall be herein specifically prescribed) may, in the absence of bad faith on its
part, rely upon an Officers' Certificate;

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

         (e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by or pursuant to this Indenture at the request or
direction of any of the holders of Securities of any series pursuant to this
Indenture, unless such holders shall have furnished to the Trustee reasonable
security or indemnity 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,
coupon or other paper or document, but the Trustee, in its discretion, may make
such further inquiry or investigation into such facts or matters as it may see
fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine, during business hours and upon
reasonable notice, the books, records and premises of the Company, personally or
by agent or attorney; and

         (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys 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.

                                       38


                  SECTION 10.02. The recitals contained herein and in the
Securities, except those referring or relating to the Trustee or any of its
agents, and except for the Trustee's certificate 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 Securities, except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder, and that the statements made
by it in a Statement of Eligibility and Qualification on Forms T-1 supplied to
the Company are and will be true and accurate, subject to the qualifications set
forth therein. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of the Securities or the
proceeds thereof.

                  SECTION 10.03. The Trustee, any Authenticating Agent, any
Security Registrar or any other person that may be an agent of the Trustee or
the Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 3 1 0(b) and 311 of the Trust
Indenture Act, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Security Registrar or such
other person.

                  SECTION 10.04. Money held by the Trustee in trust hereunder
need not be segregated from other funds except to the extent required by law
and, subject to Section 11.02 hereof, may be invested in direct obligations of
the United States of America in such amounts and with such maturities that will
ensure that the principal of such obligations, together with the income thereon
(without consideration of any reinvestment thereof) will be sufficient to pay
all sums due for principal of, premium, if any, and interest on the Securities,
as they become due from time to time. The Trustee shall be under no liability
for interest on any money received by it or for losses on any investments made
by it pursuant to this Section 10.04 except as otherwise agreed with the
Company.

                  SECTION 10.05. The Company agrees:

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

                  (2) 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 the Trustee's negligence or bad faith; and

                  (3) to indemnify the Trustee and its agents for, and to hold
         them harmless against, any loss, liability or expense incurred without
         negligence or bad faith on their part (excluding, for so long as no
         event of default hereunder has occurred and is continuing, any
         settlement that has not been approved by the Company in writing prior
         to any such settlement) arising out of or in connection with the
         acceptance or administration of the trust or trusts hereunder,
         including the costs and expenses of defending themselves

                                       39


         against any claim or liability in connection with the exercise or
         performance of any of their powers or duties hereunder, except to the
         extent that any such loss, liability or expense was due to the
         Trustee's negligence or bad faith.

                  The obligations of the Company under this Section to
compensate and indemnify the Trustee and each predecessor Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture.

                  SECTION 10.06. There shall at all times be a Trustee hereunder
that is a corporation permitted by the Trust Indenture Act to act as trustee
under an indenture qualified under the Trust Indenture Act and that has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $25,000,000. 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 10.07. (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 pursuant
to Section 10.08.

                  (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 10.08 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to such series.

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

                  (d) If at any time:

                  (1) the Trustee shall fail to comply with the obligations
         imposed upon it under Section 310(b) of the Trust Indenture Act with
         respect to Securities of any series after written request therefor by
         the Company or any holder of a Security of such series who has been a
         bona fide holder of a Security of such series for at least six months;
         or

                  (2) the Trustee shall cease to be eligible under Section 10.06
         and shall fail to resign after written request therefor by the Company
         or any such holder; or

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

                                       40


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

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series which shall
occur only with the express prior written consent of the Company, the Company,
by or pursuant to a Board Resolution, shall promptly appoint a successor Trustee
or Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there shall
be only one Trustee with respect to the Securities of any particular series) and
shall comply with the applicable requirements of Section 10.08. If, within one
year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
10.08, become the successor Trustee with respect to the Securities of such
series and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Securities of any series
shall have been so appointed by the Company or the holders of Securities and
accepted appointment in the manner required by Section 10.08, any holder of a
Security who has been a bona fide holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

                  (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid, to
the holders of Securities of such series as their names and addresses appear in
the Security Register. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

                  SECTION 10.08. (a) Upon the appointment hereunder of any
successor Trustee with respect to all Securities, such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and 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 hereunder of the retiring Trustee;
but, on the request of the Company or such successor Trustee, such retiring
Trustee, upon payment of its charges, shall execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and, subject to Section 5.03, shall duly assign, transfer and

                                       41


deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder, subject nevertheless to its claim, if any, provided for in
Section 10.05.

                  (b) Upon the appointment hereunder of any successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and such successor Trustee shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, such successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, 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 that no
Trustee shall be responsible for any notice given to, or received by, or any act
or failure to act on the part of any other Trustee hereunder, 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, such retiring Trustee shall have no further responsibility for the
exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates other than as hereinafter expressly set forth, 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
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates; but, on request of the Company or such
successor Trustee, such retiring Trustee, upon payment of its charges with
respect to the Securities of that or those series to which the appointment of
such successor relates and subject to Section 5.03 shall duly assign, transfer
and deliver to such successor Trustee, to the extent contemplated by such
supplemental indenture, the property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.

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

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



                                       42

         SECTION 10.09. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Securities 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 Securities.

         SECTION 10.10. The Trustee may appoint one or more Authenticating
Agents acceptable to the Company with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of that or those series issued upon original issue,
exchange, registration of transfer, partial redemption or pursuant to Section
2.06, and Securities so authenticated shall be entitled to THE benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.

         Each Authenticating Agent shall be acceptable to the Company and,
except as provided in or pursuant to this Indenture, shall at all times be a
corporation that would be permitted by the Trust Indenture Act to act as trustee
under an indenture qualified under the Trust Indenture Act, is authorized under
applicable law and by its charter to act as an Authenticating Agent and has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $5,000,000. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect specified in this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall be the successor of
such Authenticating Agent hereunder, provided such Corporation 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 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 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 (i) mail written notice
of such appointment by first-class mail, postage prepaid, to all holders of
Securities of the series with respect to which such

                                       43

Authenticating Agent shall serve, as their names and addresses appear in the
Security Register. Any successor Authenticating Agent, upon acceptance of its
appointment hereunder, shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

         The provisions of Sections 2.05, 10.02 and 10.03 shall be applicable to
each Authenticating Agent.

         If all of the Securities of any series may not be originally issued at
one time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a place of payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested in writing (which writing need not be
accompanied by or contained in an Officers' Certificate by the Company), shall
appoint in accordance with this Section an Authenticating Agent having an office
in a place of payment designated by the Company with respect to such series of
Securities.

         SECTION 10.11. The Trustee shall, within ninety days after the
occurrence of a default with respect to the Securities of any series, mail to
all holders of Securities of that series entitled to receive reports pursuant to
Section 9.03, notice of all defaults with respect to that series known to the
Trustee, unless such defaults shall have been cured before the giving of such
notice; provided, however, that, except in the case of default in the payment of
the principal of, premium, if any, or interest on any of the Securities of such
series or in the making of any sinking fund payment with respect to such series,
the Trustee shall be protected in withholding such notice if and so long as the
board of directors or trustees, the executive committee, or a trust committee of
directors or trustees or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
holders of Securities of such series. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time, or both,
would become, an event of default hereunder.

                                 ARTICLE ELEVEN

                                   DEFEASANCE

         SECTION 11.01. If and when the principal of, and the premium, if any,
and the interest on, all the Securities outstanding hereunder and all other sums
due hereunder shall have been well and truly paid at the times and in the manner
therein and herein expressed, this Indenture shall cease and determine, and, at
the written request of the Company, accompanied by the Officers' Certificate and
Opinion of Counsel required by Section 14.03, and upon proof being given to the
reasonable satisfaction of the Trustee that all the Securities have been paid or
satisfied and upon payment of the costs, charges and expenses incurred or to be
incurred by the Trustee in relation thereto or in carrying out the provisions of
this Indenture, the Trustee shall cancel this Indenture and execute and deliver
to the company such instruments as shall be requisite to evidence the
satisfaction hereof.

                                       44

         SECTION 11.02. If, at any time after the date hereof, the Company shall
deposit with the Trustee, in trust for the benefit of the holders thereof, (i)
funds sufficient to pay, or (ii) such amount of direct obligations of the United
States of America as will or will together with the income thereon without
consideration of any reinvestment thereof be sufficient to pay, all sums due for
principal of, premium, if any, and interest on the Securities of a particular
series, as they shall become due from time to time, and shall pay all costs,
charges and expenses incurred or to be incurred by the Trustee in relation
thereto or in carrying out the provisions of this Indenture in relation thereto,
this Indenture shall cease to be of further effect with respect to Securities of
such series (except as to (i) rights of registration of transfer, substitution
and exchange of Securities of such series, (ii) rights of holders to receive
payments of principal of, premium, if any, and interest on the Securities of
such series as they shall become due from time to time and other rights, duties
and obligations of Securityholders as beneficiaries hereof with respect to the
amounts so deposited with the Trustee, and (iii) the rights, obligations and
immunities of the Trustee hereunder (for which purposes the Securities of such
series shall be deemed outstanding), and the Trustee, on the written request of
the Company, accompanied by the Officers' Certificate and Opinion of Counsel
required by Section 14.03, and an Opinion of Counsel to the effect that holders
of the Securities of such series will not recognize income, gain or loss for
Federal income tax purposes as a result of the Company's action under this
Section 11.02 and will be subject to Federal income tax in the same amount, in
the same manner and at the same times as would have been the case if such action
had not been taken, shall execute and deliver to the Company such instruments as
shall be requisite to evidence the satisfaction thereof with respect to
Securities of such series. The Trustee shall apply the moneys so deposited
solely to the payment to the holders of the Securities of such series of all
sums due thereon for principal, premium, if any, and interest, and the Trustee
shall have no claim for itself, for fees, expenses or otherwise, to such moneys
so deposited. Money and securities held in trust pursuant to this Section 11.02
shall not be subject to Article Fifteen.

         SECTION 11.03. Neither the Trustee nor any other paying agent shall be
required to pay interest on any moneys deposited pursuant to the provisions of
this Indenture, except such as it shall agree in writing with the Company to pay
thereon. Any moneys so deposited for the payment of the principal of, premium,
if any, or interest on the Securities of any series and remaining unclaimed for
two years after the date of the Maturity of the Securities of such series or the
date fixed for the redemption of all the Securities of such series at the time
outstanding, as the case may be, shall be repaid by the Trustee or such other
paying agent to the Company upon its written request and thereafter, anything in
this Indenture to the contrary notwithstanding, any rights of the holders of
Securities of such series in respect of which such moneys shall have been
deposited shall be enforceable only against the Company, and all liability of
the Trustee or such other paying agent with respect to such moneys shall
thereafter cease.

         Subject to the provisions of the foregoing paragraph, any moneys which
at any time shall be deposited by the Company or on its behalf with the Trustee
or any other paying agent for the purpose of paying the principal of, premium,
if any, and interest on any of the Securities shall be and are hereby assigned,
transferred and set over to the Trustee or such other paying agent in trust for
the respective holders of the Securities for the purpose for which such moneys
shall have been deposited; but such moneys need not be segregated from other
funds except to the extent required by law.

                                       45

                                 ARTICLE TWELVE

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                        OFFICERS, DIRECTORS AND EMPLOYEES

         SECTION 12.01. No recourse shall be had for the paying of the principal
of, or the premium, if any, or interest on, any Security or for any claim based
thereon or otherwise in respect thereof or of the indebtedness represented
thereby, or upon any obligation, covenant or agreement of this Indenture,
against any incorporator, stockholder, officer, director or employee, as such,
past, present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitutional provision, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise; it being expressly agreed and
understood that this Indenture and the Securities are solely corporate
obligations, and that no personal liability whatsoever shall attach to, or be
incurred by, any incorporator, stockholder, officer, director or employee, as
such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation, because of
the incurring of the indebtedness hereby authorized or under or by reason of any
of the obligations, covenants, promises or agreements contained in this
Indenture or in any of the Securities or to be implied herefrom or therefrom,
and that all liability, if any, of that character against every such
incorporator, stockholder, officer, director and employee is, by the acceptance
of the Securities and as a condition of, and as part of the consideration for,
the execution of this Indenture and the issue of the Securities expressly waived
and released.

                                ARTICLE THIRTEEN

                             SUPPLEMENTAL INDENTURES

         SECTION 13.01. The Company (when authorized by resolution of its Board
of Directors or Executive Committee) 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 one or more of the following purposes:

                  (a) to add to the covenants and agreements of the Company, to
         be observed thereafter and during the period, if any, in such
         supplemental indenture or indentures expressed, to surrender any right
         or power hereunder conferred upon the Company, and to add events of
         default, in each case for the protection or benefit of the holders of
         all or any series of the Securities (and if such covenants, agreements,
         surrender of rights or powers and events of default are to be for the
         benefit of fewer than all series of Securities, stating that such
         covenants, agreements, surrender of rights or powers and events of
         default are expressly being included for the benefit of such series as
         shall be identified therein);

                  (b) to change or eliminate any provisions of the Indenture
         with respect to all or any series of the Securities not then
         outstanding (and, if such change is

                                       46

         applicable to fewer than all such series of the Securities, specifying
         the series to which such change is applicable), and to specify the
         rights and remedies of the Trustee and the holders of such Securities
         in connection therewith;

                  (c) to evidence the succession of another corporation to the
         Company, the Trustee, or successive successions, and the assumption by
         a successor, transferee or lessee corporation of the covenants and
         obligations of the Company or Trustee, as the case may be, contained in
         the Securities of one or more series or in this Indenture;

                  (d) to cure any ambiguity or to correct or supplement any
         provision contained herein or in any indenture supplemental hereto
         which may be defective or inconsistent with any other provision
         contained herein or in any supplemental indenture, or to make any other
         provision in regard to matters or questions arising under this
         Indenture which the Board of Directors of the Company may deem
         necessary or desirable and which shall not adversely affect the
         interests of the holders of the Securities;

                  (e) to prohibit the authentication and delivery of additional
         series of Securities;

                  (f) to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to permit or facilitate
         the issuance of Securities in bearer form, registrable or not
         registrable as to principal and with or without interest coupons;

                  (g) to establish the form and terms of the Securities of any
         series as permitted in Sections 2.01 and 2.02, or to authorize the
         issuance of additional Securities of a series previously authorized or
         to add to the conditions, limitations or restrictions on the authorized
         amount, terms or purposes of issue, authentication or delivery of the
         Securities of any series, as herein set forth, or other conditions,
         limitations or restrictions thereafter to be observed; and

                  (h) to modify, alter, amend or supplement this Indenture in
         any other respect which is not materially adverse to the holders, so
         long as such change does not require the consent of the holders
         pursuant to any other provision of this Indenture and is not
         inconsistent with any other provisions of this Indenture and which, in
         the judgment of the Trustee, is not to the prejudice of the Trustee and
         maintains adequate protection to the Trustee when the same becomes
         operative.

         Subject to the provisions of Section 13.03, the Trustee is authorized
to join with the Company in the execution of any such supplemental indenture, to
make the further agreements and stipulations which may be therein contained and
to accept the conveyance, transfer, assignment, mortgage or pledge of any
property or assets thereunder.

         Any supplemental indenture authorized by the provisions of this Section
13.01 may be executed by the Company and the Trustee without the consent of the
holders of any of the Securities at the time outstanding, notwithstanding any of
the provisions of Section 13.02.

                                       47

         SECTION 13.02. With the consent (evidenced as provided in Article
Seven) of the holders of not less than 66 2/3 % in aggregate principal amount of
the Securities at the time outstanding which are affected by such indenture
supplemental hereto, the Company, when authorized by a resolution of its Board
of Directors, and the Trustee may from time to time and at any time 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 the
Securities of any series to be affected; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity of any Securities, or
reduce the rate or extend the time of payment of interest thereon, or reduce the
amount of the principal thereof, or reduce any premium payable upon the
redemption thereof, or make the principal thereof or interest or premium thereon
payable in any coin or currency other than that provided in the Securities, or
impair the right to institute suit for the enforcement of any such payment on or
after the maturity thereof as provided in Section 6.07, or adversely affect the
right to convert any Security as may be provided pursuant to Section 2.02
herein, without the consent of the holder of each Security so affected, or (ii)
reduce the aforesaid percentage of Securities of any series, the holders of
which are required to consent to any such supplemental indenture, or modify any
of the provisions of this Indenture relating to the subordination of the
Securities in a manner adverse to the holder thereof, without the consent of the
holders of all the Securities then outstanding, or (iii) modify, without the
written consent of the Trustee, the rights, duties or immunities of the Trustee.

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

         It shall not be necessary for the consent of the Securityholders under
this Section 13.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 13.02, the
Company shall mail a notice, setting forth in general terms the substance of
such supplemental indenture, to the holders of Securities affected by such
supplemental indenture at their addresses as the same shall then appear in the
register of the Company. Any failure of the Company to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

         SECTION 13.03. Upon the request of the Company, accompanied by the
Officers' Certificate and Opinion of Counsel required by Section 14.03 and by

                  (a) a supplemental indenture duly executed on behalf of the
         Company,

                                       48

                  (b) a copy of a resolution of the Board of Directors of the
         Company, certified by the Secretary or an Assistant Secretary of the
         Company, authorizing the execution of said supplemental indenture,

                   (c) an Opinion of Counsel, stating that said supplemental
          indenture complies with, and that the execution thereof is authorized
          or permitted by, the provisions of this Indenture, and

                   (d) if said supplemental indenture shall be executed pursuant
          to Section 13.02, evidence (as provided in Article Seven) of the
          consent thereto of the Securityholders required to consent thereto as
          in Section 13.02 provided,

the Trustee shall join with the Company in the execution of said supplemental
indenture unless said supplemental indenture affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion but shall not be obligated to, enter into said
supplemental indenture.

         SECTION 13.04. Upon the execution of any supplemental indenture
pursuant to the provisions of this Article Thirteen, this Indenture shall be and
shall be deemed to be modified and amended in accordance therewith and, except
as herein otherwise expressly provided, the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee,
the Company and the holders of all of the Securities or of the Securities of any
series affected, as the case may be, shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture
shall be and shall be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

         SECTION 13.05. Securities authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article Thirteen may bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental indenture. If the Company or the
Trustee shall so determine, new Securities so modified as to conform, in the
opinion of the Trustee and the Board of Directors of the Company, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared by the Company, authenticated by the Trustee and delivered in
exchange for the Securities then Outstanding in equal aggregate principal
amounts, and such exchange shall be made without cost to the holders of the
Securities.

         SECTION 13.06. Every supplemental indenture executed pursuant to the
provisions of this Article Thirteen shall conform to the requirements of the
Trust Indenture Act of 1939 as then in effect.

         SECTION 13.07. No supplemental indenture shall adversely affect the
rights of any holder of Senior Indebtedness under Article Fifteen without the
consent of such holder.

                                       49

                                ARTICLE FOURTEEN

                            MISCELLANEOUS PROVISIONS

         SECTION 14.01. Subject to the provisions of Section 5.05, nothing
contained in this Indenture or in the Securities shall be deemed to prevent the
consolidation or merger of the Company with or into any other corporation, or
the merger into the Company of any other corporation, or the sale or lease by
the Company of its property and assets as, or substantially as, an entirety, or
otherwise.

         Upon any consolidation or merger, or any sale other than for cash or
lease of all or substantially all of the assets of the Company in accordance
with the provisions of Section 5.05, the corporation formed by such
consolidation or into which the Company shall have been merged or to which such
sale or lease shall have been made shall succeed to and be substituted for the
Company with the same effect as if it had been named herein as a party hereto,
and thereafter from time to time such corporation may exercise each and every
right and power of the Company under this Indenture, in the name of the Company
or in its own name; and any act or proceeding by any provision of this Indenture
required or permitted to be done by the Board of Directors or any officer of the
Company may be done with like force and effect by the like board or officer of
any corporation that shall at the time be the successor of the Company
hereunder. In the event of any such sale or conveyance, but not any such lease,
the Company (or any successor corporation which shall theretofore have become
such in the manner described in Section 5.05) shall be discharged from all
obligations and covenants under this Indenture and the Securities and may
thereupon be dissolved and liquidated.

         Anything in this Section 14.01 to the contrary notwithstanding, no such
consolidation or merger shall be entered into, and no such conveyance or
transfer shall be made, by the Company with or to another corporation or person
which has outstanding any obligations secured by a Lien if, as a result thereof,
any of the properties of any character owned by the Company immediately prior
thereto would be subject to such Lien, unless simultaneously therewith or prior
thereto effective provision shall be made to secure all of the Securities
equally and ratably with (or prior to) such other secured obligations.

         SECTION 14.02. Nothing in this Indenture expressed and nothing that may
be implied from any of the provisions hereof is intended, or shall be construed,
to confer upon, or to give to, any person or corporation other than the parties
hereto and their successors and the holders of the Securities any right, remedy
or claim under or by reason of this Indenture or any covenant, condition,
stipulation, promise or agreement hereof, and all covenants, conditions,
stipulations, promises and agreements in this Indenture contained shall be for
the sole and exclusive benefit of the parties hereto and their successors and of
the holders of the Securities.

         SECTION 14.03. As evidence of compliance with the conditions precedent
provided for in this Indenture (including any covenants compliance with which
constitutes a condition precedent) which relate to the authentication and
delivery of the Securities, to the satisfaction and discharge of this Indenture
or to any other action to be taken by the Trustee at the request or upon the
application of the Company, the Company will furnish to the Trustee an

                                       50

Officers' Certificate, stating that such conditions precedent have been complied
with and an Opinion of Counsel stating that in the opinion of such Counsel such
conditions precedent have been complied with. Such Opinion of Counsel may be in
the form and contain such assumptions, qualifications and limitations as
customarily appear in legal opinions issued in the jurisdiction in which any
such opinion of counsel is rendered.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include (1) a statement that
the person making such certificate or opinion has read such condition or
covenant; (2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based; (3) a statement that, in the opinion of such
person, such examination or investigation as is necessary to enable the
expression of an informed opinion as to whether or not such condition or
covenant has been complied with has been made; and (4) a statement as to whether
or not, in the opinion of such person, such condition or covenant has been
complied with.

         Notwithstanding any provision of this Indenture authorizing the Trustee
conclusively to rely upon any certificates or opinions, the Trustee, before
granting any application by the Company or taking or refraining from taking any
other action in reliance thereon, may require any further evidence or make any
further investigation as to the facts or matters stated therein which it may, in
good faith, deem reasonable in the circumstances, and in connection therewith
the Trustee may examine or cause to be examined the pertinent books, records and
premises of the Company or of any Subsidiary; and the Trustee shall, in any such
case, require such further evidence or make such further investigation as may be
requested by the holders of a majority in principal amount of the Securities
then outstanding, provided that, if payment to the Trustee of the costs,
expenses and liabilities likely to be incurred by it in making such
investigation is not reasonably assured to the Trustee by the security afforded
to it by the terms of this Indenture, the Trustee before making such
investigation may require reasonable indemnity against such costs, expenses and
liabilities. Any further evidence which may be requested by the Trustee pursuant
to any of the provisions of this paragraph shall be furnished by the Company at
its own expense; and any cost, expenses and liabilities incurred by the Trustee
pursuant to any of the provisions of this paragraph shall be paid by the
Company, or, if paid by the Trustee, shall be repaid by the Company, upon
demand, with interest at the highest rate borne by the Securities, and, until
such repayment, shall be secured by a lien on any moneys held by the Trustee
hereunder prior to any rights therein of the holders of Securities.

         SECTION 14.04. All Securities paid, redeemed, exchanged, surrendered
for registration of transfer or retired pursuant to the sinking fund or
otherwise shall, if surrendered to the Company or to any paying agent, be
delivered to the Trustee for cancellation and shall be cancelled by it or, if
surrendered to the Trustee, shall be cancelled by it, and, except as otherwise
provided in Sections 2.04, 2.05, 2.07, 4.02, 4.07 and 13.05, no Securities shall
be issued under the Indenture in lieu thereof. The Trustee shall make
appropriate notations in its records in respect of all such Securities and shall
destroy such Securities and deliver a certificate of such destruction to the
Company. If the Company shall acquire any of the Securities, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation.

                                       51

         SECTION 14.05. If any provision of this Indenture limits, qualifies or
conflicts with any duties under any required provision of the Trust Indenture
Act imposed hereon by Section 318(c) thereof, such required provision shall
control.

         SECTION 14.06. Whenever action is required by this Indenture by the
Board of Directors of the Company and there is at the time constituted a
committee of the Board of Directors duly authorized to take such action, such
action by said committee shall be deemed to be the action of the Board of
Directors and shall be sufficient for all purposes of this Indenture where
action by the Board of Directors is specified.

         SECTION 14.07. Any notice or demand authorized by this Indenture to be
given to the Company shall be sufficiently given for all purposes, if it shall
be given or made in writing, by hand, telecopier (with confirmation of receipt)
or certified or registered mail (confirmation of receipt requested) to the
Company addressed to it at 1850 North Central Avenue, Phoenix, Arizona 85077
(telephone: (602) 207-4000; telecopier: (602) 207-5480) to the attention of its
Vice President - General Counsel or at such other address as may have been
furnished in writing to the Trustee by the Company. Any notice, direction,
request or demand to or upon the Trustee shall be sufficiently given, for all
purposes, if it shall be given or made in writing, by hand, telecopier (with
confirmation of receipt) or certified or registered mail (confirmation of
receipt requested) to it at 5847 San Felipe, Suite 1050, Houston, Texas 77057
(telephone: (713) 278-4320; telecopier: (713) 278-4329 to the attention of
Corporate Trust Group, or at such other address as may have been furnished in
writing to the Company by the Trustee. Any notice required or permitted to be
given to Securityholders shall be sufficiently given if given by first class
mail, postage prepaid, to such holders, at their addresses as the same shall
appear on the Security Register. A failure to give notice with respect to any
particular holder or any defect therein shall not affect the sufficiency of
notice given to any other holder. Notice may be waived in writing by the person
entitled to receive such notice either before or after such event and such
waiver shall be the equivalent of receipt of such notice.

         SECTION 14.08. (a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by or pursuant to 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. Except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments and
any such record (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the "Act" of the holders signing such instrument
or instruments. Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any person of a Security, shall
be sufficient for any purpose of this Indenture and (subject to Section 315 of
the Trust Indenture Act) conclusive in favor of the Trustee and the Company and
any agent of the Trustee or the Company, if made in the manner provided in this
Section 14.08.

         Without limiting the generality of this Section 14.08, unless otherwise
provided in or pursuant to this Indenture, a holder, including a Depositary that
is a holder of a global

                                       52

Security, may make, give or take, by a proxy, or proxies, duly appointed in
writing, any request, demand, authorization, direction, notice, consent, waiver
or other action provided in or pursuant to this Indenture to be made, given or
taken by holders, and a Depositary that is a holder of a global Security may
provide for the beneficial owners of interests in any such global Security to
direct such Depositary in taking such action through such Depositary's standing
instructions and customary practices. The Depositary shall report only one
result of its solicitation of proxies to the Trustee.

                  (b) The fact and date of the execution by any person of any
         such instrument or writing may be proved in any reasonable manner which
         the Trustee deems sufficient and in accordance with such reasonable
         rules as the Trustee may determine; and the Trustee may in any instance
         require further proof with respect to any of the matters referred to in
         this Section.

                  (c) The ownership, principal amount and serial numbers of
         Securities held by any person, and the date of the commencement and the
         date of the termination of holding the same, shall be proved by the
         Security Register.

                  (d) If the Company shall solicit from the holders of any
         Securities any request, demand, authorization, direction, notice,
         consent, waiver or other Act, the Company shall, by Board Resolution,
         fix in advance a record date for the determination of holders of
         Securities entitled to give such request, demand, authorization,
         direction, notice, consent, waiver or other Act. Such request, demand,
         authorization, direction, notice, consent, waiver or other Act may be
         given before or after such record date, but only the holders of
         Securities of record at the close of business on such record date shall
         be deemed to be holders for the purpose of determining whether holders
         of the requisite proportion of Outstanding Securities have authorized
         or agreed or consented to such request, demand, authorization,
         direction, notice, consent, waiver or other Act, and for that purpose
         the Outstanding Securities shall be computed as of such record date;
         provided that no such authorization, agreement or consent by the
         holders of Securities shall be deemed effective unless it shall become
         effective pursuant to the provisions of this Indenture not later than
         six months after the record date.

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

         SECTION 14.09. In any case where the date of maturity of interest on or
principal of the Securities or the date fixed for redemption of any Securities
shall not be a business day, then payment of interest, principal and premium, if
any, may be made on the next succeeding business day with the same force and
effect as if made on the date of maturity and no interest shall accrue for the
period after such date.

                                       53

         SECTION 14.10. This Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.

         SECTION 14.11. This Indenture and each Security shall be deemed to be a
contract made under the law of the State of New York, and for all purposes shall
be construed in accordance with the law of said State.

                                 ARTICLE FIFTEEN

                           SUBORDINATION OF SECURITIES

         SECTION 15.01. The Company, for itself, its successors and assigns,
covenants and agrees, and each holder of Securities by his acceptance thereof,
likewise covenants and agrees, Indebtedness evidenced by such Securities,
including the principal of and premium, if any, on, sinking fund requirements
therefor, if any, and interest, if any, on each and all of the Securities are
hereby expressly subordinated, to the extent and in the manner hereinafter set
forth, in right of payment to the prior payment in full of all Senior
Indebtedness. The subordination provisions hereof shall be subject to the power
of a court of competent jurisdiction to make other equitable provision
reflecting the rights conferred in this Indenture upon the Senior Indebtedness
and the holders thereof with respect to the Securities and the holders thereof
by a lawful plan of reorganization under applicable bankruptcy law.

         SECTION 15.02. In the event of any distribution of assets or securities
of the Company of any kind or character (whether in cash, property or
securities) upon any dissolution, winding-up, liquidation or reorganization of
the Company, whether voluntary or involuntary and whether in bankruptcy,
insolvency, reorganization or receivership proceedings or upon an assignment for
the benefit of creditors or any other marshalling of the assets and liabilities
of the Company or otherwise,

                  (a) the holders of all Senior Indebtedness shall be entitled
         to receive payment in full of the principal thereof and premium, if
         any, thereon and interest due thereon before any payment or
         distribution of any character (whether in cash, securities or property)
         is made on account of the principal of (and premium, if any), or
         interest on or sinking fund requirements, if any, for the indebtedness
         evidenced by the Securities of any series; and

                  (b) any payment or distribution of assets or securities of the
          Company of any kind or character, whether in cash, property or
          securities, on account of the indebtedness evidenced by the Securities
          of any series to which the holders of such Securities or the Trustee
          would be entitled except for the provisions of this Article Fifteen
          shall be paid or delivered by the Company or any trustee in
          bankruptcy, receiver, assignee for benefit of creditors, or other
          liquidating agent making such payment or distribution, directly to the
          holders of Senior Indebtedness at the time outstanding or their
          representative or representatives, or to the trustee or trustees under
          any indenture pursuant to which any instruments evidencing any of such
          Senior Indebtedness may have been issued, pro rata,

                                       54

         as their respective interests may appear, for application to the
         payment of all such Senior Indebtedness remaining unpaid, to the extent
         necessary to pay all such Senior Indebtedness in full after giving
         effect to any concurrent payment or distribution to the holders of such
         Senior Indebtedness; and

                  (c) in the event that, notwithstanding the foregoing, any
         payment or distribution of assets or securities of the Company of any
         kind or character, whether in cash, property or securities, on account
         of the indebtedness evidenced by the Securities of any series shall be
         received by the Trustee or the holders of such Securities before all
         Senior Indebtedness is paid in full, such payment or distribution shall
         be received and held for the benefit of, and shall be paid over or
         delivered to the holders of such Senior Indebtedness or their
         representative or representatives or to the trustee or trustees under
         any indenture under which any instrument evidencing any of such Senior
         Indebtedness may have been issued, pro rata, as their respective
         interests may appear, for application to the payment of all such Senior
         Indebtedness, to the extent necessary to pay all such Senior
         Indebtedness in full after giving effect to any concurrent payment or
         distribution to the holders of such Senior Indebtedness.

The Company shall give prompt written notice to the Trustee of any dissolution,
winding-up, liquidation or reorganization of the Company within the meaning of
this Section 15.02. Upon any payment or distribution of assets or securities of
the Company referred to in this Section 15.02, the Trustee, subject to the
provisions of Section 10.01, shall be entitled to rely upon a certificate of the
trustee in bankruptcy, receiver, assignee for benefit of creditors or other
liquidating agent making such payment or distribution, delivered to the Trustee
or to the holders of Securities of any series, for the purpose of ascertaining
the persons entitled to participate in such distribution, the holders of the
Senior Indebtedness and other indebtedness of 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 Section 15.02. 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 holder of Senior Indebtedness to participate in any
payment or distribution pursuant to this Section 15.02, the Trustee may request
such person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of Senior Indebtedness held by such person, as to the extent to
which such person is entitled to participate in such payment or distribution,
and as to other facts pertinent to the rights of such person under this Section
15.02, 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. Nothing in this Section 15.02 shall apply to the claims
of, or payments to, the Trustee under or pursuant to Section 10.05.

         Subject to the payment in full of all Senior Indebtedness, the holders
of the Securities of any series shall be subrogated to the rights of the holders
of Senior Indebtedness to receive payments or distributions of assets or
securities of the Company made on the Senior Indebtedness until the principal of
and premium, if any, and interest on the Securities shall be paid in full and
for purposes of such subrogation, no payments or distributions to the holders of
Senior Indebtedness of cash, property, or securities, to which the holders of
the Securities or the Trustee would be entitled except for the provisions of
this Article Fifteen, and no payment over pursuant to the provisions of this
Article Fifteen to the holders of Senior Indebtedness by the

                                       55

holders of the Securities or the Trustee, shall, as between the Company, its
creditors other than the holders of Senior Indebtedness, and the holders of
Securities, be deemed to be a payment by the Company to or on account of Senior
Indebtedness, it being understood that the provisions of this Article Fifteen
are, and are intended, solely for the purpose of defining the relative rights of
the holders of the Securities, on the one hand, and the holders of Senior
Indebtedness, on the other hand.

         SECTION 15.03. Nothing contained in this Article Fifteen or elsewhere
in this Indenture, or in any of the Securities of any series, is intended to or
shall impair, as between the Company, its creditors other than the holders of
Senior Indebtedness, and the holders of the Securities, the obligation of the
Company, which is absolute and unconditional, to pay to the holders of the
Securities the principal of (and premium, if any) and interest on the
Securities, as and when the same shall become due and payable in accordance with
their terms, or affect the relative rights of the holders of the Securities and
creditors of the Company other than the holders of Senior Indebtedness, nor
shall anything herein or therein prevent the Trustee or the holder of any
Security from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the provisions of Article Six and the
rights, if any, under this Article Fifteen of the holders of Senior Indebtedness
in respect of cash, property or securities of the Company received upon the
exercise of any such remedy.

         SECTION 15.04. (a) Upon the maturity of any Senior Indebtedness by
lapse of time, acceleration or otherwise, or upon the maturity of the Securities
of such series by acceleration thereof under Article 6, then all principal and
interest on all such matured Senior Indebtedness, or on all Senior Indebtedness
outstanding at the time of such acceleration under Article 6, respectively,
shall first be paid in full before any direct or indirect payment (in cash,
property, securities, by set-off or otherwise) on account of principal (and
premium, if any) or interest is made upon the Securities.

         (b) Upon a default in the payment of principal (and premium, if any) or
interest with respect to any Senior Indebtedness, then, unless and until such
default shall have been cured or waived or shall have ceased to exist, no direct
or indirect payment (in cash, property, securities, by set-off or otherwise)
shall be made or agreed to be made on account of the principal of (and premium,
if any) or interest on the Securities or as a sinking fund, if any, for the
Securities (except sinking fund payments, if any, made in Securities acquired by
the Company prior to such default), or in respect of any redemption, retirement,
purchase or other acquisition of any of the Securities. In the event that,
notwithstanding the foregoing, any direct or indirect payment or distribution
shall be received by the Trustee or by any holder of the Securities in
contravention of the provisions of Section 15.02 or this paragraph (b), then
such payments shall be held for the benefit of, and shall be paid over to, the
holders of all Senior Indebtedness at the time outstanding or their
representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior Indebtedness
may have been issued, as their respective interests may appear, for application
to the pro rata payment of all such Senior Indebtedness until all such Senior
Indebtedness shall have been paid in full, after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness.


                                       56

         (c) Upon the happening of an event of default (other than a default in
the payment of principal, premium, if any, or interest) with respect to any
Senior Indebtedness, as defined therein or in the instrument under which the
same is outstanding, permitting the holders thereof to accelerate the maturity
thereof, then, unless and until such event of default (other than a default in
the payment of principal, premium, if any, or interest) shall have been cured or
waived or shall have ceased to exist, no direct or indirect payment (in cash,
property, securities, by set-off or otherwise) shall be made or agreed to be
made on account of the principal of (and premium, if any) or interest on the
Securities or as a sinking fund, if any, for the Securities (except sinking fund
payments, if any, made in Securities acquired by the Company prior to such event
of default), or in respect of any redemption, retirement, purchase or other
acquisition of any of the Securities. In the event that, notwithstanding the
foregoing, any direct or indirect payment or distribution shall be received by
the Trustee or any holder of the Securities in contravention of the provisions
of Section 15.02 or this paragraph (c), then such payments shall be held for the
benefit of, and shall be paid over to, the holders of all Senior Indebtedness at
the time outstanding or their representative or representatives or to the
trustee or trustees under any indenture under which any instruments evidencing
any of such Senior Indebtedness may have been issued, as their respective
interests may appear, for application to the pro rata payment of all such Senior
Indebtedness until all such Senior Indebtedness shall have been paid in full,
after giving effect to any concurrent payment or distribution to the holders of
such Senior Indebtedness.

         SECTION 15.05. Nothing contained in this Article Fifteen or elsewhere
in this Indenture, or in any of the Securities, shall

                  (a) prevent the Company from making any payment on account of
         principal of (and premium, if any), sinking fund or interest on such
         Securities, or deposits of moneys for such payments with the Trustee or
         any paying agent, except during the existence of any of the conditions
         described in Section 15.02 or Section 15.04, or

                  (b) prevent the Trustee, notwithstanding the existence of any
         of the conditions described in Section 15.02 or Section 15.04, from
         applying any moneys deposited with it hereunder for such purpose to the
         payment of the principal of (and premium, if any), sinking fund for or
         interest on the Securities, unless, at least one full business day
         prior to the date upon which such payment would otherwise (except for
         the existence of any such condition) become due and payable, the
         Trustee shall have received written notice of the existence of any such
         condition and describing the same from the Company or any holder of
         Senior Indebtedness or any trustee or agent for or similar
         representative of any such holder, or

                  (c) result in charging the Trustee with knowledge of the
         existence of Senior Indebtedness or, in the absence of written notice
         of the existence of any condition described in Sections 15.02 or 15.04
         hereof, with knowledge of the existence of such condition.

         SECTION 15.06. The Trustee shall be entitled to all the rights set
forth in this Article Fifteen in respect of any Senior Indebtedness at any time
held by it, to the same extent as

any other holder of Senior Indebtedness and nothing in this Indenture shall be
construed to deprive the Trustee of any of its rights as such holder. Any
amounts due to the Trustee pursuant to Section 10.07 hereof shall be deemed to
be Senior Indebtedness.

         SECTION 15.07. No right of any present or future holder of any Senior
Indebtedness of the Company 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 holder, or by any noncompliance by the Company with the terms, provisions
and covenants of this Indenture, regardless of any knowledge thereof any such
holder may have or be otherwise charged with.

         SECTION 15.08. Each holder of a Security of any series by his
acceptance thereof (i) hereby irrevocably authorizes and empowers (but without
imposing any obligation on) each holder of any Senior Indebtedness at the time
outstanding and such holder's representatives, to demand, sue for, collect,
receive and receipt for such holder's ratable share of payments and
distributions in respect of the Securities which are required to be paid or
delivered to the holders of Senior Indebtedness as provided in Sections 15.02
and 15.04 hereof, and to file and prove all claims therefor and take all such
other action (including the right to vote such holder's ratable share of such
Securities) in the name of the holders of the Securities, or otherwise, as such
holder or such holder's representatives may determine to be necessary or
appropriate for the enforcement of the provisions of Sections 15.02 and 15.04
above; and (ii) agrees to execute and deliver to each holder of Senior
Indebtedness, and such holder's representatives, all such further instruments
confirming the authorization hereinabove set forth, and all such powers of
attorney, proofs of claim, assignments of claim and other instruments, and to
take all such other action as may be requested by such holder or such holder's
representatives in order to enable such holder to enforce all claims upon or in
respect of such holder's ratable share of the Securities.

         Each holder of a Security of any series by his acceptance thereof
authorizes the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate, as between the holders of Senior Indebtedness and the
holders of such Securities, the subordination as provided in this Article
Fifteen, and appoints the Trustee his attorney-in-fact for any and all such
purposes.

         SECTION 15.09. The Trustee shall not be deemed to owe any fiduciary
duty to the holders of Senior Indebtedness, and shall not be liable to any such
holders if it shall mistakenly pay over or distribute to holders of Securities
or the Company or any other Person moneys or assets to which any holder of
Senior Indebtedness shall be entitled by virtue of this Article Fifteen or
otherwise.

         SECTION 15. 10. Notwithstanding anything herein contained to the
contrary, all the provisions of this Indenture shall be subject to the
provisions of this Article Fifteen, except that this Article Fifteen is subject
to the provisions of Section 5.03.

                                       58

         IN WITNESS WHEREOF, Viad Corp has caused this Indenture to be executed
in its corporate name by one of its officers thereunto duly authorized, and its
corporate seal to be hereunto affixed and to be attested by its Secretary or one
of its Assistant Secretaries, and Wachovia Bank, National Association, has
caused this Indenture to be executed in its corporate name by one of its
authorized officers thereunto duly authorized.

                                                VIAD CORP

[Seal]
                                                By:________________________




Attest:

_____________________



                                                WACHOVIA BANK,
                                                NATIONAL ASSOCIATION,
                                                as Trustee

[Seal]
                                                By:________________________



Attest:

_____________________

EX-5

                                                                       Exhibit 5

                                  May 16, 2002


Viad Corp
Viad Tower
1850 North Central Avenue
Phoenix, Arizona  85077

Ladies and Gentlemen:

         This opinion is furnished in connection with Post-Effective Amendment
No. 1 to the Registration Statement on Form S-3 Registration No. 033-54465 (the
"Registration Statement") filed by Viad Corp (the "Company") with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act") and the prospectus contained therein (such
prospectus as may be completed or amended, the "Prospectus") with respect to (i)
unsecured debt securities of the Company (the "Debt Securities"), which may be
either senior (the "Senior Debt Securities") or subordinated (the "Subordinated
Debt Securities"), (ii) warrants to purchase Debt Securities (the "Debt
Warrants"), (iii) shares of preferred stock of the Company (the "Preferred
Stock"), (iv) depositary shares (the "Depositary Shares") representing interests
in Preferred Stock, (v) shares of Common Stock of the Company (the "Common
Stock"), and (vi) warrants to purchase Common Stock (the "Common Warrants" and
together with the Debt Warrants, the "Warrants") with an aggregate issue price
of up to $500,000,000. All securities set forth above that may be offered by the
Registration Statement are referred to in this opinion as the "Securities."

         I have examined, or caused to be examined:

- -        the certificate of incorporation and bylaws of the Company, each as
         amended to date;

- -        the records of the Company's corporate proceedings;

- -        the Registration Statement, including the exhibits thereto;

- -        the Indenture between the Company and the Chase Manhattan Bank, N.A.,
         as Trustee, dated April 1, 1993, relating to Senior Debt Securities
         (the "Senior Indenture");

- -        form of Senior Note representing Senior Debt Securities;

- -        form of Fixed Rate Medium Term Note;

- -        form of Floating Rate Medium Term Note;

- -        the Indenture between the Company and Wachovia Bank, National
         Association, as Trustee, dated May 14, 2002 relating to Subordinated
         Debt Securities (the "Subordinated Indenture" and together with the
         Senior Indenture, the "Indentures");

- -        form of Subordinated Debt Securities;

- -        the Statements of Eligibility on Form T-1 under the Trust Indenture Act
         of 1939 (the "Trust Indenture Act"), filed as Exhibits to the
         Registration Statement;

- -        the forms of warrant agreements between the Company and one or more
         warrant agents attached as Exhibits to the Registration Statement
         relating to the Debt Warrants or the Common Warrants, as the case may
         be;

- -        the form of deposit agreement between the Company and a depositary
         relating to the Depositary Shares; and

- -        such other documents, instruments, statements and records of the
         Company as I have deemed relevant and necessary or appropriate in
         connection with the opinions hereinafter expressed.

         In connection with the foregoing, I have assumed and have not
independently verified:

- -        the genuineness of all signatures on all documents examined by me,

- -        the legal capacity of natural persons,

- -        the authenticity of all documents submitted to me as originals and the
         conformity to the originals of all documents submitted to me as copies,

- -        the effectiveness of the Registration Statement, and any amendments
         thereto (including post-effective amendments), under the Securities
         Act;

- -        the filing of a prospectus supplement with the Securities and Exchange
         Commission describing the Securities offered thereby;

- -        the issuance and sale of all Securities in compliance with applicable
         federal and state securities laws and in the manner stated in the
         Registration Statement and the applicable prospectus supplement;

- -        the due authorization, execution and delivery of a definitive purchase,
         underwriting or similar agreement with respect to any Securities
         offered, whether in the form attached as an exhibit to the Registration
         Statement or otherwise, by the Company and the other parties thereto
         (each an "Underwriting Agreement");

- -        any securities issuable upon conversion, exchange, redemption or
         exercise of any Securities being offered will be duly authorized,
         created and, if appropriate, reserved for issuance upon such
         conversion, exchange, redemption or exercise;

- -        with respect to shares of Common Stock or Preferred Stock offered or
         issuable upon any conversion, exchange, redemption or exercise of any
         Securities being offered, (a) there will be sufficient shares of Common
         Stock or Preferred Stock, as the case may be, authorized under the
         Company's organizational documents and not otherwise reserved for
         issuance and (b) certificates representing such shares, if any, shall
         have been duly executed, countersigned, registered and delivered either
         in accordance with the terms of the applicable Underwriting Agreement
         and, in the case of Preferred Stock, the applicable Certificate of
         Designations, or in accordance with the terms of the Security
         converted, exchanged, redeemed or exercised;

- -        the qualification of the Senior Indenture and Subordinated Indenture
         under the Trust Indenture Act;

- -        with respect to shares of Preferred Stock offered or issuable upon any
         conversion, exchange, redemption or exercise of any Securities or
         represented by Depositary Shares, the due authorization, execution and
         filing of a certificate of designations with respect to such shares of
         Preferred Stock (each a "Certificate of Designations");

- -        with respect to Debt Securities offered, the due authorization,
         execution and delivery by the parties thereto of the Senior Indenture
         or the Subordinated Indenture, as the case may be, and each

         amendment of or supplement to, the Senior Indenture or Subordinated
         Indenture, as the case may be;

- -        with respect to Warrants offered, the due authorization, execution and
         delivery by the Company and a warrant agent of a warrant agreement, and
         each amendment thereof or supplement thereto, consistent with the
         applicable form attached as an exhibit to the Registration Statement
         (each a "Warrant Agreement"); and

- -        with respect to Depositary Shares offered, the due authorization,
         execution and delivery by the Company and a depositary of a deposit
         agreement and each amendment thereof or supplement thereto, consistent
         with the form attached as an exhibit to the Registration Statement
         (each a "Deposit Agreement") and the due authorization, execution and
         delivery by the Company of depositary receipts evidencing rights in the
         Depositary Shares.

         Based upon the foregoing, I am of the opinion that:

         1. The Debt Securities registered under the Registration Statement,
when duly authorized, established, executed, authenticated and delivered against
payment therefor or upon the exercise of Debt Warrants, and, in the case of Debt
Securities acquired upon the exercise of Debt Warrants, when the Debt Warrants
shall have been duly authorized, established, executed, authenticated and
delivered against payment therefore and the Company shall have received any
additional consideration which is payable upon such exercise, in each case in
accordance with the terms and provisions of the applicable Indenture, as amended
or supplemented, and any applicable Underwriting Agreement and as contemplated
by the Registration Statement, including the applicable prospectus supplement,
will be validly issued and will constitute binding obligations of the Company in
accordance with their terms, subject to applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other laws affecting
creditors' rights generally from time to time in effect, general principles of
equity and governmental authority to limit delay or prohibit the making of
payments outside the United States or in foreign currency or composite currency.

         2. The shares of Preferred Stock registered under the Registration
Statement, when duly authorized and established and issued and delivered against
payment therefor and, in the case of Preferred Stock issued upon the conversion,
exchange, redemption or exercise of any other Security, in accordance with the
terms of such other Security, in each case in accordance with the terms and
conditions of the Registration Statement, including the applicable prospectus
supplement, any applicable Underwriting Agreement, and the applicable
Certificate of Designations, will be validly issued, fully paid and
nonassessable.

         3. The shares of Common Stock registered under the Registration
Statement, when duly authorized and issued and delivered for consideration
having a value not less than the par value thereof and, in the case of Common
Stock issued upon the conversion, exchange, redemption or exercise of any other
Security, in accordance with the terms and conditions of such other Security, in
each case, in accordance with the Registration Statement including the
applicable prospectus supplement and any applicable Underwriting Agreement, will
be validly issued, fully paid and nonassessable.

         4. The Warrants registered under the Registration Statement, when duly
authorized, established, executed and delivered against payment therefor in
accordance with the terms and conditions of the applicable Warrant Agreement,
the Registration Statement including the applicable prospectus supplement and
any applicable Underwriting Agreement, will be legally issued, and will be legal
and binding obligations of the Company in accordance with their respective
terms, subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other laws affecting creditors' rights and
generally from time to time in effect, general principles of equity and
governmental authority to limit delay or prohibit the making of payments outside
the United States or in foreign currency or composite currency.

         5. The Depositary Shares registered under the Registration Statement,
when duly authorized, executed, authenticated and delivered against payment
therefore, in accordance with the terms and conditions of the applicable Deposit
Agreement, the Registration Statement including the applicable prospectus
supplement and any applicable Underwriting Agreement, will be legally issued,
and will be legal and binding obligations of the Company in accordance with
their respective terms, subject to applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium or other laws affecting creditors' rights
and generally from time to time in effect, general principles of equity and
governmental authority to limit delay or prohibit the making of payments outside
the United States or in foreign currency or composite currency.

         I express no opinion herein as to the laws of any jurisdiction other
than the laws of the State of Delaware and the federal laws of the United States
of America and I express no opinion as to state securities or blue sky laws.

         I hereby consent to the reference to my name in the Registration
Statement and further consent to the inclusion of this opinion as Exhibit 5 to
the Registration Statement. In giving this consent, I do not hereby admit that I
am in the category of persons whose consent is required under the Securities Act
or the rules and regulation of the Securities and Exchange Commission.

                                   Very truly yours,



                                   By /s/ Scott E. Sayer
                                      ------------------------------------------
                                      Scott E. Sayer
                                      Vice President-General Counsel & Secretary

EX-12.1

                                                                    EXHIBIT 12.1


                          VIAD CORP - TOTAL ENTERPRISE
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                             (DOLLARS IN THOUSANDS)





                                           THREE MONTHS ENDED
                                               MARCH 31,                                 YEAR ENDED DECEMBER 31,
                                          ---------------------      ------------------------------------------------------------
                                            2002         2001          2001         2000         1999         1998         1997
                                          --------     --------      --------     --------     --------     --------     --------
                                                                                                    
Earnings available for fixed charges:
    Pretax income from
      continuing operations .........     $ 44,176     $ 34,054      $ 46,746     $167,037     $153,419     $123,450     $ 67,713
    Minority interests ..............          434         (274)        1,326        1,717        2,078        2,165        1,237
    Fixed charges, excluding
      capitalized interest ..........        8,606       11,107        38,401       37,368       39,210       39,292       47,033
                                          --------     --------      --------     --------     --------     --------     --------

                                          $ 53,216     $ 44,887      $ 86,473     $206,122     $194,707     $164,907     $115,983
                                          ========     ========      ========     ========     ========     ========     ========

Fixed charges:
    Interest expense(1) .............     $  5,081     $  7,545      $ 25,936     $ 25,303     $ 26,888     $ 27,212     $ 34,296
    Interest capitalized ............           27           85           195        1,032           --           --           --
    Estimated portion of
      rental expense
      representing interest .........        3,525        3,562        12,465       12,065       12,322       12,080       12,737
                                          --------     --------      --------     --------     --------     --------     --------

                                          $  8,633     $ 11,192      $ 38,596     $ 38,400     $ 39,210     $ 39,292     $ 47,033
                                          ========     ========      ========     ========     ========     ========     ========
Ratio of earnings (available
    for fixed charges)
    to fixed charges ................         6.16         4.01          2.24         5.37         4.97         4.20         2.47
                                          ========     ========      ========     ========     ========     ========     ========


(1) Amortization of debt discount is not separately listed as such amounts are
    included in interest expense.

EX-12.2

                                                                    EXHIBIT 12.2


                          VIAD CORP - TOTAL ENTERPRISE
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                          AND PREFERRED STOCK DIVIDENDS
                             (DOLLARS IN THOUSANDS)





                                                 THREE MONTHS
                                                 ENDED MARCH 31,                  YEAR ENDED DECEMBER 31,
                                               -------------------    ----------------------------------------------------
                                                 2002       2001        2001       2000       1999       1998       1997
                                               --------   --------    --------   --------   --------   --------   --------
                                                                                             
Earnings available for fixed
    charges and preferred
    stock dividends:
    Pretax income from
      continuing operations ................   $ 44,176   $ 34,054    $ 46,746   $167,037   $153,419   $123,450   $ 67,713
    Minority interests .....................        434       (274)      1,326      1,717      2,078      2,165      1,237
    Fixed charges, excluding
      capitalized interest
      and preferred stock
      dividends ............................      8,606     11,107      38,401     37,368     39,210     39,292     47,033
                                               --------   --------    --------   --------   --------   --------   --------

                                               $ 53,216   $ 44,887    $ 86,473   $206,122   $194,707   $164,907   $115,983
                                               ========   ========    ========   ========   ========   ========   ========

Fixed charges and preferred stock dividends:
    Interest expense(1) ....................   $  5,081   $  7,545    $ 25,936   $ 25,303   $ 26,888   $ 27,212   $ 34,296
    Interest capitalized ...................         27         85         195      1,032         --         --         --
    Estimated portion of
      rental expense
      representing interest ................      3,525      3,562      12,465     12,065     12,322     12,080     12,737
    Pretax earnings required
      to cover preferred
      stock dividends ......................        389        398       1,488      1,345      1,417      1,472      1,350
                                               --------   --------    --------   --------   --------   --------   --------

                                               $  9,022   $ 11,590    $ 40,084   $ 39,745   $ 40,627   $ 40,764   $ 48,383
                                               ========   ========    ========   ========   ========   ========   ========

Ratio of earnings (available
    for fixed charges and
    preferred stock dividends)
    to fixed charges and preferred
    stock dividends.......................       5.90       3.87        2.16       5.19       4.79       4.05       2.40
                                               ========   ========    ========   ========   ========   ========   ========


(1) Amortization of debt discount is not separately listed as such amounts are
    included in interest expense.

EX-23.1

                                                                    EXHIBIT 23.1


INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 033-54465 of Viad Corp on Form S-3 of our
report dated February 21, 2002, (which report expresses an unqualified opinion
and includes an explanatory paragraph relating to the restatement of the
consolidated financial statements for the fiscal years ended December 31, 2000
and 1999) appearing in the Annual Report on Form 10-K of Viad Corp for the year
ended December 31, 2001 and to the reference to us under the heading "Experts"
in the Prospectus, which is part of this Registration Statement.



Phoenix, Arizona

May 14, 2002



Deloitte & Touche LLP

EX-25.1

                                                                    Exhibit 25.1


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE


               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                  A TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ]


                  J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
                (Exact name of trustee as specified in its charter)

                                                   
                                                         95-4655078
       (State of incorporation                         (I.R.S. employer
       if not a national bank)                        identification No.)

   101 CALIFORNIA STREET, FLOOR 38
       SAN FRANCISCO, CALIFORNIA                            94111
(Address of principal executive offices)                  (Zip Code)



                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)

                                    VIAD CORP
               (Exact name of obligor as specified in its charter)

                                                         
                  DELAWARE                                      36-1169950
       (State or other jurisdiction of                       (I.R.S. employer
       incorporation or organization)                        identification No.)

         1850 NORTH CENTRAL AVENUE
            PHOENIX, AZ  85077                                    85077
    (Address of principal executive offices)                    (Zip Code)




                             SENIOR DEBT SECURITIES
                       (Title of the indenture securities)


ITEM 1.    GENERAL INFORMATION.

           Furnish the following information as to the trustee:

      (a)  Name and address of each examining or supervising authority to which
           it is subject.

           Comptroller of the Currency, Washington, D.C.
           Board of Governors of the Federal Reserve System, Washington, D.C.

      (b)  Whether it is authorized to exercise corporate trust powers.

           Yes.

ITEM 2.    AFFILIATIONS WITH OBLIGOR.

     If the Obligor is an affiliate of the trustee, describe each such
affiliation.

     None.

ITEM 16.   LIST OF EXHIBITS.

     List below all exhibits filed as part of this statement of eligibility.

                      
     Exhibit 1.          Articles of Association of the Trustee as Now in Effect (see
                         Exhibit 1 to Form T-1 filed in connection with Form 8K of the
                         Southern California Water Company filing, dated December 7, 2001,
                         which is incorporated by reference).

     Exhibit 2.          Certificate of Authority of the Trustee to Commence Business
                         (see Exhibit 2 to Form T-1 filed in connection with Registration
                         Statement No. 333-41329, which is incorporated by reference).

     Exhibit 3.          Authorization of the Trustee to Exercise Corporate Trust Powers
                         (contained in Exhibit 2).

     Exhibit 4.          Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
                         filed in connection with Form 8K of the Southern California Water
                         Company filing, dated December 7, 2001, which is incorporated by
                         reference).

     Exhibit 5.          Not Applicable

     Exhibit 6.          The consent of the Trustee required by Section 321 (b) of the
                         Act (see Exhibit 6 to Form T-1 filed in connection with
                         Registration Statement No. 333-41329, which is incorporated by
                         reference).

     Exhibit 7.          A copy of the latest report of condition of the Trustee,
                         published pursuant to law or the requirements of its supervising
                         or examining authority.

     Exhibit 8.          Not Applicable

     Exhibit 9.          Not Applicable




                                       2

                           SIGNATURE

       Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, J. P. Morgan Trust Company, National Association, has duly caused this
statement of eligibility and qualification to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of San Francisco, and
State of California, on the 26TH day of April, 2002.


                              J. P. Morgan Trust Company, National Association


                              By:  /s/ Jennifer Richardson
                                   -------------------------------------------
                                   Jennifer Richardson
                                   Vice President


                                       3

EXHIBIT 7.   Report of Condition of the Trustee.




CONSOLIDATED REPORT OF CONDITION OF J.P. Morgan Trust Company, N.A., (formerly
Chase Manhattan Bank and Trust Company, N.A.) (Legal Title)

LOCATED AT  1800 Century Park East, Ste. 400     Los Angeles,   CA     90067
                         (Street)                  (City)     (State)  (Zip)

AS OF CLOSE OF BUSINESS ON                December 31, 2001



ASSETS  DOLLAR AMOUNTS IN THOUSANDS

                                                                                           
1.   Cash and balances due from depository institutions (from Schedule RC-A):
        a. Noninterest-bearing balances and currency and coin (1)                                 19,694
        b. Interest bearing balances (2)                                                           1,009
2.   Securities:
        a. Held-to-maturity securities (from Schedule RC-B, column A)                                  0
        b. Available-for-sale securities (from Schedule RC-B, column D)                           13,423
3.   Federal Funds sold and securities purchased agreements to resell                            237,950
4.   Loans and lease financing receivables (from Schedule RC-C):
        a. Loans and leases held for sale                                                              0
        b. Loans and leases, net of unearned income                                  3,287
        c. LESS: Allowance for loan and lease losses                                  (184)
        d. Loans and leases, net of unearned income and
           allowance (item 4.b minus 4.c)                                                          3,103
5.   Trading assets (from Schedule RC-D)                                                             N/A
6.   Premises and fixed assets (including capitalized leases)                                      6,916
7.   Other real estate owned (from Schedule RC-M)                                                      0
8.   Investments in unconsolidated subsidiaries and associated companies
     (from Schedule RC-M)                                                                              0
9.   Customers' liability to this bank on acceptances outstanding                                 11,880
10.  Intangible assets
        a. Goodwill                                                                                    0
        b. Other intangible assets (from Schedule RC-M)                                          164,520
11.  Other assets (from Schedule RC-F)                                                             5,676
12.  TOTAL ASSETS (sum of items 1 through 11)                                                    464,171




(1)  Includes cash items in process of collection and unposted debits.

(2)  Includes time certificates of deposit not held for trading.


                                       4



                                                                                                     
LIABILITIES

13.  Deposits:
        a. In domestic offices (sum of totals of columns A and C from
           Schedule RC-E)                                                                                  124,698
           (1) Noninterest-bearing (1)                                                    105,301
           (2) Interest-bearing                                                            19,397
        b. In foreign offices, Edge and Agreement subsidiaries, and IBF'
           (1) Noninterest-bearing                                                                             N/A
           (2) Interest-bearing                                                                                N/A
14.  Federal funds purchased and securities sold under agreements to repurchase                                  0
15.  Trading liabilities (from Schedule RC-D)                                                                    0
16.  Other borrowed money (includes mortgage indebtedness and obligations
     under capitalized leases) (from Schedule RC-M):                                                             0
17.  Not applicable
18.  Bank's liability on acceptances executed and outstanding                                                    0
19.  Subordinated notes and debentures (2)                                                                       0
20.  Other liabilities (from Schedule RC-G)                                                                 44,561
21.  Total liabilities (sum of items 13 through 20)                                                        169,259
22.  Minority interest in consolidated subsidiaries                                                              0

EQUITY CAPITAL

23.  Perpetual preferred stock and related surplus                                                               0
24.  Common stock                                                                                              600
25.  Surplus (exclude all surplus related to preferred stock)                                              277,264
26.  a. Retained earnings                                                                                   17,011
     b. Accumulated other comprehensive income (3)                                                              37
27.  Other equity capital components (4)                                                                         0
28.  Total equity capital (sum of items 23 through 27)                                                     294,912
29.  Total liabilities, minority interest, and equity capital
     (sum of items 21, 22, and 28)                                                                         464,171




MEMORANDUM
     To be reported with the March Report of Condition.

     1.   Indicate in the box at the right the number of the statement below
          that best describes the most comprehensive level of auditing work
          performed for the bank by independent external auditors as of any date
          during 2000 /1/


(1)  Includes total demand deposits and noninterest-bearing time and savings
     deposits.

(2)  Includes limited-life preferred stock and related surplus.

(3)  Includes net unrealized holding gains (losses) on available-for-sale
     securities, accumulated net gains (losses) on cash flow hedges, and minimum
     pension liability adjustments.

(4)  Includes treasury stock and unearned Employee Stock Ownership Plan shares.


                                       5

EX-25.2

                                                                    Exhibit 25.2


                                                        Registration No. 333-___

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       STATEMENT OF ELIGIBILITY UNDER THE
                        TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

    CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2) [ ]

                       Wachovia Bank, National Association
               (Exact name of trustee as specified in its charter)

                            United States of America
   (Jurisdiction of incorporation or organization if not a U.S. national bank)

                                   22-1147033
                     (I.R.S. Employer Identification Number)

                               One Wachovia Center
                            301 South College Street
                            Charlotte, North Carolina
                    (Address of principal executive offices)

                                      28288
                                   (Zip code)

                                Kevin M. Dobrava
                       Wachovia Bank, National Association
                           5847 San Felipe, Suite 1050
                              Houston, Texas 77057
                                  (713)278-4320
            (Name, address and telephone number of agent for service)

                                    Viad Corp
               (Exact name of obligor as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   36-1169950
                      (I.R.S. Employer Identification No.)

                            1850 North Central Avenue
                                Phoenix, Arizona
                    (Address of principal executive offices)

                                      85077
                                   (Zip code)

                  Convertible and Non-Convertible Subordinated
                                 Debt Securities
                       (Title of the indenture securities)


                                       1

Item 1. GENERAL INFORMATION. Furnish the following information as to the
trustee:

      a. Name and address of each examining or supervising authority to which it
is subject.



            NAME                                ADDRESS

                                             
      Board of Governors of the Federal         Washington, D.C.

      Reserve System

      Comptroller of the Currency               Washington, D.C.

      Federal Deposit Insurance                 Washington, D.C.
      Corporation


      b.    Whether it is authorized to exercise corporate trust powers.

      The Trustee is authorized to exercise corporate trust powers.

Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the
trustee, describe each such affiliation.

      The obligor is not an affiliate of the trustee. (See Note 1 on page 6.)

Item 3. VOTING SECURITIES OF THE TRUSTEE. Furnish the following information as
to each class of voting securities of the trustee:

      As of    April 29, 2002     (Insert date within 31 days).



             COL. A  COL. B
             TITLE OF CLASS   AMOUNT OUTSTANDING

                           
             Common Stock     1,362,000,000


Item 4. TRUSTEESHIPS UNDER OTHER INDENTURES. If the trustee is a trustee under
another indenture under which any other securities, or certificates of interest
or participation in any other securities, of the obligor are outstanding,
furnish the following information:

      a. Title of the securities outstanding under each such other indenture.

         Not Applicable.

      b. A brief statement of the facts relied upon as a basis for the claim
that no conflicting interest within the meaning of Section 310(b)(1) of the Act
arises as a result of the trusteeship under any such other indenture, including
a statement as to how the indenture securities will rank as compared with the
securities issued under such other indenture.


                                       2

         Not Applicable.

Item 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS. If the trustee or any of the directors or executive officers of
the trustee is a director, officer, partner, employee, appointee, or
representative of the obligor of any underwriter for the obligor, identify each
such person having any such connection and state the nature of each such
connection.

         Not Applicable - see answer to Item 13.

Item 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
Furnish the following information as to the voting securities of the trustee
owned beneficially by the obligor and each director, partner, and executive
officer of the obligor.

      As of ________________ (Insert date within 31 days).

                                                   COL. D
                                  COL. C  PERCENTAGE OF VOTING SECURITIES
COL. A           COL. B           AMOUNT OWNED     REPRESENTED BY AMOUNT GIVEN
NAME OF OWNER    TITLE OF CLASS   BENEFICIALLY     IN COL. C

     Not Applicable - see answer to Item 13.


Item 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS. Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and each
director, partner, and executive officer of each such underwriter:

      As of __________________ (Insert date within 31 days).



                                                                                 COL. D
                                                                COL. C           PERCENTAGE OF VOTING SECURITIES
COL. A                                         COL. B           AMOUNT OWNED     REPRESENTED BY AMOUNT GIVEN
NAME OF OWNER                                  TITLE OF CLASS   BENEFICIALLY     IN COL. C

                                                                        
Not Applicable - see answer to Item 13.


Item 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE. Furnish the
following information as to securities of the obligor owned beneficially or held
as collateral security for obligations in default by the trustee:

      As of __________________ (Insert date within 31 days).


                                       3



                                                                        COL. C
                                                                        AMOUNT OWNED            COL.
                                               COL. B                   BENEFICIALLY OR         PERCENT OF CLASS
                                               WHETHER THE SECURITIES   HELD AS COLLATERAL      REPRESENTED BY
COL. A                                         ARE VOTING OR            SECURITY FOR            AMOUNT GIVEN
TITLE OF CLASS                                 NONVOTING SECURITIES     OBLIGATIONS IN DEFAULT  IN COL. C
                                                                                       

     Not Applicable - see answer to Item 13.


Item 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE. If the trustee
owns beneficially or hold as collateral security for obligations in default any
securities of an underwriter for the obligor, furnish the following information
as to each class of securities of such underwriter any of which are so owned or
held by the trustee:

                 As of _________________ (Insert date within 31 days).




                                                                 COL. C                     COL. D
                                                                 AMOUNT OWNED BENEFICIALLY  PERCENT OF CLASS
COL. A                                            COL. B         OR HELD AS COLLATERAL      REPRESENTED BY
TITLE OF ISSUER                                   AMOUNT         SECURITY FOR OBLIGATIONS   AMOUNT GIVEN
AND TITLE OF CLASS                                OUTSTANDING    IN DEFAULT BY TRUSTEE      IN COL. C
                                                                                   
       Not Applicable - see answer to Item 13.



Item 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR. If the trustee owns beneficially
or holds as collateral security for obligations in default voting securities of
a person who, to the knowledge of the trustee (1) owns 10 percent or more of the
voting securities of the obligor or (2) is an affiliate, other than a
subsidiary, of the obligor, furnish the following information as to the voting
securities of such person:

      As of       __________________ (Insert date within 31 days).



                                                                      COL. C                     COL. D
                                                                      AMOUNT OWNED BENEFICIALLY  PERCENT OF CLASS
COL. A                                                 COL. B         OR HELD AS COLLATERAL      REPRESENTED BY
TITLE OF ISSUER                                        AMOUNT         SECURITY FOR OBLIGATIONS   AMOUNT GIVEN
AND TITLE OF CLASS                                     OUTSTANDING    IN DEFAULT BY TRUSTEE      IN COL. C

                                                                                        
     Not Applicable - see answer to Item 13.



Item 11. Ownership or holdings by the trustee of any securities of a person
owning 50 percent or more of the voting securities of the obligor. If the
trustee owns beneficially or holds


                                       4

as collateral security for obligations in default any securities of a person
who, to the knowledge of the trustee, owns 50 percent or more of the voting
securities of the obligor, furnish the following information as to each class of
securities of such person any of which are so owned or held by the trustee:

      As of __________________ (Insert date within 31 days).



                                                                         COL. C                     COL. D
                                                                         AMOUNT OWNED BENEFICIALLY  PERCENT OF CLASS
COL. A                                                    COL. B         OR HELD AS COLLATERAL      REPRESENTED BY
TITLE OF ISSUER                                           AMOUNT         SECURITY FOR OBLIGATIONS   AMOUNT GIVEN
AND TITLE OF CLASS                                        OUTSTANDING    IN DEFAULT BY TRUSTEE      IN COL. C

                                                                                           
     Not Applicable - See answer to Item 13.


Item 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE. Except as noted in the
instructions, if the obligor is indebted to the trustee, furnish the following
information:

      As of __________________ (Insert date within 31 days).




COL. A                                                    COL. B                       COL. C
NATURE OF INDEBTEDNESS                                    AMOUNT OUTSTANDING           DATE DUE
                                                                                 
       Not Applicable - See answer to Item 13.


Item 13.    Defaults by the Obligor.

a. State whether there is or has been a default with respect to the securities
under this indenture. Explain the nature of any such default.

                                  None.

b. If the trustee is a trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether there has
been a default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.

                                  None.


Item 14. AFFILIATIONS WITH THE UNDERWRITERS. If any underwriter is an affiliate
of the trustee, describe each such affiliation.

                                 Not Applicable.


Item 15. FOREIGN TRUSTEE. Identify the order or rule pursuant to which the
foreign trustee is authorized to act as sole trustee under indentures qualified
or to be qualified under the Act.

                                 Not Applicable.


                                       5

Item 16. LIST OF EXHIBITS.  List below all exhibits filed as a part of this
         statement of eligibility.

            1. Articles of Association of Wachovia Bank, National Association as
            now in effect.

            2. Certificate of Authority of the trustee to commence business.

            3. Copy of the authorization of the trustee to exercise corporate
            trust powers.

            4. Existing bylaws of the trustee.

            5. Not Applicable.

            6. The consent of the trustee required by Section 321(b) of the Act.

            7. A copy of the latest report of condition of the trustee published
            pursuant to law or the requirements of its supervising or examining
            authority.*

            8. Not Applicable.

            9. Not Applicable.

- ------------------------
*    This report is available over the Internet at the website of the Federal
Deposit Insurance Corporation and this report as therein contained is
incorporated herein by reference. This website is located at
http://www3.fdic.gov/idasp/main.asp. ONCE AT THAT ADDRESS, TYPE IN "WACHOVIA
CORPORATION" AT THE FIELD ENTITLED "INSTITUTION NAME" THEN CLICK ON THE "FIND"
FIELD ABOVE WHERE THE NAME OF THE BANK HAS BEEN TYPED IN THEN CLICK ON THE
CERTIFICATE NUMBER FOR WACHOVIA CORPORATION (1073551) THEN CLICK ON THE
"GENERATE REPORT" FIELD.

                                     NOTES:

      Note 1: The trustee is a subsidiary of Wachovia Corporation, a bank
holding company; all of the voting securities of the trustee are held by
Wachovia Corporation. The voting securities of Wachovia Corporation are
described in Item 3.


                                       6

                                    SIGNATURE

      Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Wachovia Bank, National Association, a national banking association
[state form of organization] organized and existing under the laws of the United
States of America, has duly caused this statement of eligibility to be signed on
its behalf by the undersigned, thereunto duly authorized, all in the city of
Houston , and State [or other jurisdiction] of Texas , on the 29th day of April,
2002.


                              WACHOVIA BANK, NATIONAL ASSOCIATION
                                                (Trustee)


                              By:   /s/   Kevin M. Dobrava
                                 ---------------------------------
                                 Kevin M. Dobrava, Vice President
                                        (Name and Title)


                                       7

                                    EXHIBIT 1

                       WACHOVIA BANK, NATIONAL ASSOCIATION

                             ARTICLES OF ASSOCIATION



For the purpose of organizing an Association to carry on the business of banking
under the laws of the United States, the undersigned do enter into the following
Articles of Association:

   FIRST.  The title of this Association shall be WACHOVIA BANK, NATIONAL
ASSOCIATION.

   SECOND.  The main office of the Association shall be in Charlotte, County of
Mecklenburg, State of North Carolina.  The general business of the Association
shall be conducted at its main office and its branches.

   THIRD. The Board of Directors of this Association shall consist of not less
than five nor more than twenty-five directors, the exact number of directors
within such minimum and maximum limits to be fixed and determined from time to
time by resolution of a majority of the full Board of Directors or by resolution
of the shareholders at any annual or special meeting thereof. Unless otherwise
provided by the laws of the United States, any vacancy in the Board of Directors
for any reason, including an increase in the number thereof, may be filled by
action of the Board of Directors.

    FOURTH. The annual meeting of the shareholders for the election of directors
and the transaction of whatever other business may be brought before said
meeting shall be held at the main office or such other place as the Board of
Directors may designate, on the day of each year specified therefor in the
By-Laws, but if no election is held on that day, it may be held on any
subsequent day according to the provisions of law; and all elections shall be
held according to such lawful regulations as may be prescribed by the Board of
Directors.

   Nominations for election to the Board of Directors may be made by the Board
of Directors or by any stockholder of any outstanding class of capital stock of


                                       8

the bank entitled to vote for election of directors. Nominations, other than
those made by or on behalf of the existing management of the bank, shall be made
in writing and shall be delivered or mailed to the President of the bank and to
the Comptroller of the Currency, Washington, D.C., not less than 14 days nor
more than 50 days prior to any meeting of stockholders called for the election
of directors, provided, however, that if less than 21 days' notice of the
meeting is given to shareholders, such nomination shall be mailed or delivered
to the President of the Bank and to the Comptroller of the Currency not later
than the close of business on the seventh day following the day on which the
notice of meeting was mailed. Such notification shall contain the following
information to the extent known to the notifying shareholder: (a) the name and
address of each proposed nominee; (b) the principal occupation of each proposed
nominee; (c) the total number of shares of capital stock of the bank that will
be voted for each proposed nominee; (d) the name and residence address of the
notifying shareholder; and (e) the number of shares of capital stock of the bank
owned by the notifying shareholder. Nominations not made in accordance herewith
may, in his discretion, be disregarded by the Chairman of the meeting, and upon
his instructions, the vote tellers may disregard all votes cast for each such
nominee.


   FIFTH.

   (a) General. The amount of capital stock of this Association shall be (I)
25,000,000 shares of common stock of the par value of twenty dollars ($20.00)
each (the "Common Stock") and (ii) 160,540 shares of preferred stock of the par
value of one dollar ($ 1. 00) each (the "Non-Cumulative Preferred Stock"),
having the rights, privileges and preferences set forth below, but said capital
stock may be increased or decreased from time to time in accordance with the
provisions of the laws of the United States.

   (b)  Terms of the Non-Cumulative Preferred Stock.

   1. General. Each share of Non-Cumulative Preferred Stock shall be identical
   in all respects with the other shares of Non-Cumulative Preferred Stock. The
   authorized number of shares of Non-Cumulative Preferred Stock may from time
   to time be increased or decreased (but not below the number then outstanding)
   by the Board of Directors. Shares of Non-Cumulative Preferred Stock redeemed
   by the Association shall be canceled and shall revert to authorized but
   unissued shares of Non-Cumulative Preferred Stock.

   2.  Dividends.


                                       9

      (a) General. The holders of Non-Cumulative Preferred Stock shall be
      entitled to receive, when, as and if declared by the Board of Directors,
      but only out of funds legally available therefor, non-cumulative cash
      dividends at the annual rate of $83.75 per share, and no more, payable
      quarterly on the first days of December, March, June and September,
      respectively, in each year with respect to the quarterly dividend period
      (or portion thereof) ending on the day preceding such respective dividend
      payment date, to shareholders of record on the respective date, not
      exceeding fifty days preceding such dividend payment date, fixed for that
      purpose by the Board of Directors in advance of payment of each particular
      dividend. Notwithstanding the foregoing, the cash dividend to be paid on
      the first dividend payment date after the initial issuance of
      Non-Cumulative Preferred Stock and on any dividend payment date with
      respect to a partial dividend period shall be $83.75 per share multiplied
      by the fraction produced by dividing the number of days since such initial
      issuance or in such partial dividend period, as the case may be, by 360.

      (b) Non-cumulative Dividends. Dividends on the shares of NonCumulative
      Stock shall not be cumulative and no rights shall accrue to the holders of
      shares of Non-Cumulative Preferred Stock by reason of the fact that the
      Association may fail to declare or pay dividends on the shares of
      Non-Cumulative Preferred Stock in any amount in any quarterly dividend
      period, whether or not the earnings of the Association in any quarterly
      dividend period were sufficient to pay such dividends in whole or in part,
      and the Association shall have no obligation at any time to pay any such
      dividend.

        (c) Payment of Dividends. So long as any share of Non-Cumulative
      Preferred Stock remains outstanding, no dividend whatsoever shall be paid
      or declared and no distribution made on any junior stock other than a
      dividend payable in junior stock, and no shares of junior stock shall be
      purchased, redeemed or otherwise acquired for consideration by the
      Association, directly or indirectly (other than as a result of a
      reclassification of junior stock, or the exchange or conversion of one
      junior stock for or into another junior stock, or other than through the
      use of the proceeds of a substantially contemporaneous sale of other
      junior stock), unless all dividends on all shares of non-cumulative
      Preferred Stock and non-cumulative Preferred Stock ranking on a parity as
      to dividends with the shares of Non-Cumulative Preferred Stock for the
      most recent dividend period ended prior to the date of such payment or
      declaration shall have been paid in full and all dividends on all shares
      of cumulative Preferred Stock ranking on a parity as to dividends with the
      shares of Non-Cumulative Stock (notwithstanding that dividends on such
      stock are


                                       10

      cumulative) for all past dividend periods shall have been paid in full.
      Subject to the foregoing, and not otherwise, such dividends (payable in
      cash, stock or otherwise) as may be determined by the Board of Directors
      may be declared and paid on any junior stock from time to time out of any
      funds legally available therefor, and the Non-Cumulative Preferred Stock
      shall not be entitled to participate in any such dividends, whether
      payable in cash, stock or otherwise. No dividends shall be paid or
      declared upon any shares of any class or series of stock of the
      Association ranking on a parity (whether dividends on such stock are
      cumulative or non-cumulative) with the Non-Cumulative Preferred Stock in
      the payment of dividends for any period unless at or prior to the time of
      such payment or declaration all dividends payable on the Non-cumulative
      Preferred Stock for the most recent dividend period ended prior to the
      date of such payment or declaration shall have been paid in full. When
      dividends are not paid in full, as aforesaid, upon the Non-Cumulative
      Preferred Stock and any other series of Preferred Stock ranking on a
      parity as to dividends (whether dividends on such stock are cumulative or
      non-cumulative) with the Non-Cumulative Preferred Stock, all dividends
      declared upon the Non-Cumulative Preferred Stock and any other series of
      Preferred Stock ranking on a parity as to dividends with the
      Non-Cumulative Preferred Stock shall be declared pro rata so that the
      amount of dividends declared per share on the Non-cumulative Preferred
      Stock and such other Preferred Stock shall in all cases bear to each other
      the same ratio that accrued dividends per share on the Non-Cumulative
      Preferred Stock (but without any accumulation in respect of any unpaid
      dividends for prior dividend periods on the shares of Non-Cumulative
      Stock) and such other Preferred Stock bear to each other. No interest, or
      sum of money in lieu of interest, shall be payable in respect of any
      dividend payment or payments on the Non-Cumulative Preferred Stock which
      may be in arrears.

   3. Voting. The holders of Non-Cumulative Preferred Stock shall not have any
   right to vote for the election of directors or for any other purpose.

   4. Redemption.

      (a) Optional Redemption. The Association, at the option of the Board of
      Directors, may redeem the whole or any part of the shares of
      Non-Cumulative Preferred Stock at the time outstanding, at any time or
      from time to time after the fifth anniversary of the date of original
      issuance of the Non-Cumulative Preferred Stock, upon notice given as
      hereinafter specified, at the redemption price per share equal to $1,000
      plus an amount equal to the amount of accrued and unpaid dividends from
      the


                                       11

      immediately preceding dividend payment date (but without any accumulation
      for unpaid dividends for prior dividend periods on the shares of
      Non-Cumulative Preferred Stock) to the redemption date.

      (b) Procedures. Notice of every redemption of shares of Non-Cumulative
      Preferred Stock shall be mailed by first class mail, postage prepaid,
      addressed to the holders of record of the shares to be redeemed at their
      respective last addresses as they shall appear on the books of the
      Association. Such mailing shall be at least 10 days and not more than 60
      days prior to the date fixed for redemption. Any notice which is mailed in
      the manner herein provided shall be conclusively presumed to have been
      duly given, whether or not the shareholder receives such notice, and
      failure duly to give such notice by mail, or any defect in such notice, to
      any holder of shares of Non-Cumulative Preferred Stock designated for
      redemption shall not affect the validity of the proceedings for the
      redemption of any other shares of Non-Cumulative Preferred Stock.

      In case of redemption of a part only of the shares of Non-Cumulative
      Preferred Stock at the time outstanding the redemption may be either pro
      rata or by lot or by such other means as the Board of Directors of the
      Association in its discretion shall determine. The Board of Directors
      shall have full power and authority, subject to the provisions herein
      contained, to prescribe the terms and conditions upon which shares of the
      Non-Cumulative Preferred Stock shall be redeemed from time to time.

      If notice of redemption shall have been duly given, and, if on or before
      the redemption date specified therein, all funds necessary for such
      redemption shall have been set aside by the Association, separate and
      apart from its other funds, in trust for the pro rata benefit of the
      holders of the shares called for redemption, so as to be and continue to
      be available therefor, then, notwithstanding that any certificate for
      shares so called for redemption shall not have been surrendered for
      cancellation, all shares so called for redemption shall no longer be
      deemed outstanding on and after such redemption date, and all rights with
      respect to such shares shall forthwith on such redemption date cease and
      terminate, except only the right of the holders thereof to, receive the
      amount payable on redemption thereof, without interest.

      If such notice of redemption shall have been duly given or if the
      Association shall have given to the bank or trust company hereinafter
      referred to irrevocable authorization promptly to give such notice, and,
      if on or before the redemption date specified therein, the funds necessary
      for such redemption shall have been deposited by the Association with


                                       12

      such bank or trust company in trust for the pro rata benefit of the
      holders of the shares called for redemption, then, notwithstanding that
      any certificate for shares so called for redemption shall not have been
      surrendered for cancellation, from and after the time of such deposit, all
      shares so called for redemption shall no longer be deemed to be
      outstanding and all rights with respect to such shares shall forthwith
      cease and terminate, except only the right of the holders thereof to
      receive from such bank or trust company at any time after the time of such
      deposit the funds so deposited, without interest. The aforesaid bank or
      trust company shall be organized and in good standing under the laws of
      the United States of America or any state thereof, shall have capital,
      surplus and undivided profits aggregating at least $50,000,000 according
      to its last published statement of condition, and shall be identified in
      the notice of redemption. Any interest accrued on such funds shall be paid
      to the Association from time to time. In case fewer than all the shares of
      Non-Cumulative Preferred Stock represented by a stock certificate are
      redeemed, a new certificate shall be issued representing the unredeemed
      shares without cost to the holder thereof.

      Any funds so set aside or deposited, as the case may be, and unclaimed at
      the end of the relevant escheat period under applicable state law from
      such redemption date shall, to the extent permitted by law, be released or
      repaid to the Association, after which repayment the holders of the shares
      so called for redemption shall look only to the Association for payment
      thereof.

   5. Liquidation.

            (a) Liquidation Preference. In the event of any voluntary
      liquidation, dissolution or winding up of the affairs of the Association,
      the holders of Non-cumulative Preferred Stock shall be entitled, before
      any distribution or payment is made to the holders of any junior stock, to
      be paid in full an amount per share equal to an amount equal to $1,000
      plus an amount equal to the amount of accrued and unpaid dividends per
      share from the immediately preceding dividend payment date (but without
      any accumulation for unpaid dividends for prior dividend periods on the
      shares of Non-cumulative Preferred Stock) per share to such distribution
      or payment date (the "liquidation amount").

      In the event of any involuntary liquidation, dissolution or winding up of
      the affairs of the Association, then, before any distribution or payment
      shall be made to the holders of any junior stock, the holders of
      Non-Cumulative


                                       13

      Preferred Stock shall be entitled to be paid in full an amount per share
      equal to the liquidation amount.

      If such payment shall have been made in full to all holders of shares of
      Non-Cumulative Preferred Stock, the remaining assets of the Association
      shall be distributed among the holders of junior stock, according to their
      respective rights and preferences and in each case according to their
      respective numbers of shares.

      (b) Insufficient Assets. In the event that, upon any such voluntary or
      involuntary liquidation, dissolution or winding up, the available assets
      of the Association are insufficient to pay such liquidation amount on all
      outstanding shares of Non-cumulative Preferred Stock, then the holders of
      Non-Cumulative Preferred Stock shall share ratably in any distribution of
      assets in proportion to the full amounts to which they would otherwise be
      respectively entitled.

      (c) Interpretation. For the purposes of this paragraph 5, the
      consolidation or merger of the Association with any other corporation or
      association shall not be deemed to constitute a liquidation, dissolution
      or winding up of the Association.

   6. Preemptive Rights. The Non-Cumulative Preferred Stock is not entitled to
   any preemptive, subscription, conversion or exchange rights in respect of any
   securities of the Association.

   7. Definitions. As used herein with respect to the Non-Cumulative Preferred
   Stock, the following terms shall have the following meanings:

      (a) The term "junior stock" shall mean the Common Stock and any other
      class or series of shares of the Association hereafter authorized over
      which the Non-Cumulative Preferred Stock has preference or priority in the
      payment of dividends or in the distribution of assets on any liquidation,
      dissolution or winding up of the Association.

      (b) The term "accrued dividends", with respect to any share of any class
      or series, shall mean an amount computed at the annual dividend rate for
      the class or series of which the particular share is a part, from, if such
      share is cumulative, the date on which dividends on such share became
      cumulative to and including the date to which such dividends are to be
      accrued, less the aggregate amount of all dividends theretofore paid
      thereon and, if such share is noncumulative, the relevant date designated
      to and including the date to which such dividends are accrued, less the


                                       14

      aggregate amount of all dividends theretofore paid with respect to such
      period.

      (c) The term "Preferred Stock" shall mean all outstanding shares of all
      series of preferred stock of the Association as defined in this Article
      Fifth of the Articles of Association, as amended, of the Association.

   8. Restriction on Transfer. No shares of Non-Cumulative Preferred Stock, or
   any interest therein, may be sold, pledged, transferred or otherwise disposed
   of without the prior written consent of the Association. The foregoing
   restriction shall be stated on any certificate for any shares of
   Non-Cumulative Preferred Stock.

   9. Additional Rights. The shares of Non-Cumulative Preferred Stock shall not
   have any relative, participating, optional or other special rights and powers
   other than as set forth herein.

    SIXTH. The Board of Directors shall appoint one of its members President of
this Association, who shall be Chairman of the Board, unless the Board appoints
another director to be the Chairman. The Board of Directors shall have the power
to appoint one or more Vice Presidents; and to appoint a cashier or such other
officers and employees as may be required to transact the business of this
Association.

    The Board of Directors shall have the power to define the duties of the
officers and employees of the Association, to fix the salaries to be paid to
them; to dismiss them, to require bonds from them and to fix the penalty
thereof; to regulate the manner in which any increase of the capital of the
Association shall be made; to manage and administer the business and affairs of
the Association; to make all By-Laws that it may be lawful for them to make; and
generally to do and perform all acts that it may be legal for a Board of
Directors to do and perform.

    SEVENTH. The Board of Directors shall have the power to change the location
of the main office to any other place within the limits of Charlotte, North
Carolina, without the approval of the shareholders but subject to the approval
of the Comptroller of the Currency; and shall have the power to establish or
change the location of any branch or branches of the Association to any other
location, without the approval of the shareholders but subject to the approval
of the Comptroller of the Currency.

    EIGHTH.  The corporate existence of this Association shall continue until
terminated in accordance with the laws of the United States.


                                       15

   NINTH. The Board of Directors of this Association, or any three or more
shareholders owning, in the aggregate, not less than 10 percent of the stock of
this Association, may call a special meeting of shareholders at any time. Unless
otherwise provided by the laws of the United States, a notice of the time,
place, and purpose of every annual and special meeting of the shareholders shall
be given by first-class mail, postage prepaid, mailed at least ten days prior to
the date of such meeting to each shareholder of record at his address as shown
upon the books of this Association.

   TENTH. Each director and executive officer of this Association shall be
indemnified by the association against liability in any proceeding (including
without limitation a proceeding brought by or on behalf of the Association
itself) arising out of his status as such or his activities in either of the
foregoing capacities, except for any liability incurred on account of activities
which were at the time taken known or believed by such person to be clearly in
conflict with the best interests of the Association. Liabilities incurred by a
director or executive officer of the Association in defending a proceeding shall
be paid by the Association in advance of the final disposition of such
proceeding upon receipt of an undertaking by the director or executive officer
to repay such amount if it shall be determined, as provided in the last
paragraph of this Article Tenth, that he is not entitled to be indemnified by
the Association against such liabilities.

   The indemnity against liability in the preceding paragraph of this Article
Tenth, including liabilities incurred in defending a proceeding, shall be
automatic and self-operative.

   Any director, officer or employee of this Association who serves at the
request of the Association as a director, officer, employee or agent of a
charitable, not-for-profit, religious, educational or hospital corporation,
partnership, joint venture, trust or other enterprise, or a trade association,
or as a trustee or administrator under an employee benefit plan, or who serves
at the request of the Association as a director, officer or employee of a
business corporation in connection with the administration of an estate or trust
by the Association, shall have the right to be indemnified by the Association,
subject to the provisions set forth in the following paragraph of this Article
Tenth, against liabilities in any manner arising out of or attributable to such
status or activities in any such capacity, except for any liability incurred on
account of activities which were at the time taken known or believed by such
person to be clearly in conflict with the best interests of the Association, or
of the corporation, partnership, joint venture, trust, enterprise, Association
or plan being served by such person.


                                       16

   In the case of all persons except the directors and executive officers of the
Association, the determination of whether a person is entitled to
indemnification under the preceding paragraph of this Article Tenth shall be
made by and in the sole discretion of the Chief Executive Officer of the
Association. In the case of the directors and executive officers of the
Association, the indemnity against liability in the preceding paragraph of this
Article Tenth shall be automatic and self-operative.

    For purposes of this Article Tenth of these Articles of Association only,
the following terms shall have the meanings indicated:

    (a) "Association" means Wachovia Bank, National Association and its direct
and indirect wholly-owned subsidiaries.

    (b) "Director" means an individual who is or was a director of the
Association.

    (c) Executive officer" means an officer of the Association who by resolution
of the Board of Directors of the Association has been determined to be an
executive officer of the Association for purposes of Regulation O of the Federal
Reserve Board.

    (d) "Liability" means the obligation to pay a judgment, settlement, penalty,
fine (including an excise tax assessed with respect to an employee benefit
plan), or reasonable expenses, including counsel fees and expenses, incurred
with respect to a proceeding.

    (e) "Party" includes an individual who was, is, or is threatened to be made
a named defendant or respondent in a proceeding.

    (f) "Proceeding" means any threatened, pending, or completed claim, action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
and whether formal or informal.

   The Association shall have no obligation to indemnify any person for an
amount paid in settlement of a proceeding unless the Association consents in
writing to such settlement.

   The right to indemnification herein provided for shall apply to persons who
are directors, officers, or employees of banks or other entities that are
hereafter merged or otherwise combined with the Association only after the
effective date of such merger or other combination and only as to their status
and activities after such date.


                                       17

   The right to indemnification herein provided for shall inure to the benefit
of the heirs and legal representatives of any person entitled to such right.

   No revocation of, change in, or adoption of any resolution or provision in
the Articles of Association or By-laws of the Association inconsistent with,
this Article Tenth shall adversely affect the rights of any director, officer,
or employee of the Association with respect to (i) any proceeding commenced or
threatened prior to such revocation, change, or adoption, or (ii) any proceeding
arising out of any act or omission occurring prior to such revocation, change,
or adoption, in either case, without the written consent of such director,
officer, or employee.

   The rights hereunder shall be in addition to and not exclusive of any other
rights to which a director, officer, or employee of the Association may be
entitled under any statute, agreement, insurance policy, or otherwise.

   The Association shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, or employee of the
Association, or is or was serving at the request of the Association as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, trade association, employee benefit plan, or other enterprise,
against any liability asserted against such director, officer, or employee in
any such capacity, or arising out of their status as such, whether or not the
Association would have the power to indemnify such director, officer, or
employee against such liability, excluding insurance coverage for a formal order
assessing civil money penalties against an Association director or employee.

   Notwithstanding anything to the contrary provided herein, no person shall
have a right to indemnification with respect to any liability (i) incurred in an
administrative proceeding or action instituted by an appropriate bank regulatory
agency which proceeding or action results in a final order assessing civil money
penalties or requiring affirmative action by an individual or individuals in the
form of payments to the Association, (ii) to the extent such person is entitled
to receive payment therefor under any insurance policy or from any corporation,
partnership, joint venture, trust, trade association, employee benefit plan, or
other enterprise other than the Association, or (iii) to the extent that a court
of competent jurisdiction determines that such indemnification is void or
prohibited under state or federal law.

   ELEVENTH. These Articles of Association may be amended at any regular or
special meeting of the shareholders by the affirmative vote of the holders of a
majority of the stock of this Association, unless the vote of holders of a
greater


                                       18

amount of stock is required by law, and in that case, by the vote of the holders
of such greater amount.

   TWELFTH. The Association, at any time and from time to time, may authorize
and issue debt obligations, whether or not subordinated, without the approval of
the shareholders.


                                       19

                                                                       EXHIBIT 2

[COMPTROLLER OF THE CURRENCY LETTERHEAD]

                       CERTIFICATE OF CORPORATE EXISTENCE

I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.

2. "Wachovia Bank, National Association," Charlotte, North Carolina, (Charter
No. 1) is a National Banking Association formed under the laws of the United
States and is authorized thereunder to transact the business of banking on the
date of this Certificate.

          IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my
          seal of office to be affixed to these presents at the Treasury
          Department in the City of Washington and District of Columbia, this
          Thursday, April 04, 2002.


                                             John D. Hawke, Jr.
[COMPTROLLER'S SEAL]                         --------------------------------
                                             Comptroller of the Currency


                                                                       EXHIBIT 3

[COMPTROLLER OF THE CURRENCY LETTERHEAD]

                        CERTIFICATE OF FIDUCIARY POWERS

I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.

2. "Wachovia Bank, National Association," Charlotte, North Carolina, (Charter
No. 1) was granted, under the hand and seal of the Comptroller, the right to act
in all fiduciary capacities authorized under the  provisions of the Act of
Congress approved September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a, and that the
authority so granted remains in full force and effect on the date of this
Certificate.

          IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my
          seal of office to be affixed to these presents at the Treasury
          Department in the City of Washington and District of Columbia, this
          Thursday, April 04, 2002.


                                             John D. Hawke, Jr.
[COMPTROLLER'S SEAL]                         --------------------------------
                                             Comptroller of the Currency


                                    EXHIBIT 4

                                   BY-LAWS OF

                       WACHOVIA BANK, NATIONAL ASSOCIATION


                                    ARTICLE I

                            Meetings of Shareholders

      Section 1.1 Annual Meeting. The annual meeting of the shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on the third Tuesday of April in
each year, commencing with the year 1998, except that the Board of Directors
may, from time to time and upon passage of a resolution specifically setting
forth its reasons, set such other date for such meeting during the month of
April as the Board of Directors may deem necessary or appropriate; provided,
however, that if an annual meeting would otherwise fall on a legal holiday, then
such annual meeting shall be held on the second business day following such
legal holiday. The holders of a majority of the outstanding shares entitled to
vote which are represented at any meeting of the shareholders may choose persons
to act as Chairman and as Secretary of the meeting.

      Section 1.2 Special Meetings. Except as otherwise specifically provided by
statute, special meetings of the shareholders may be called for any purpose at
any time by the Board of Directors or by any three or more shareholders owning,
in the aggregate, not less than ten percent of the stock of the Association.
Every such special meeting, unless otherwise provided by law, shall be called by
mailing, postage prepaid, not less than ten days prior to the date fixed for
such meeting, to each shareholder at his address appearing on the books of the
Association, a notice stating the purpose of the meeting.

      Section 1.3 Nominations for Directors. Nominations for election to the
Board of Directors may be made by the Board of Directors or by any stockholder
of any outstanding class of capital stock of the bank entitled to vote for the
election of directors. Nominations, other than those made by or on behalf of the
existing management of the bank, shall be made in writing and shall be delivered
or mailed to the President of the Bank and to the Comptroller of the Currency,
Washington, D. C., not less than 14 days nor more than 50 days prior to any
meeting of stockholders called for the election of directors, provided however,
that if less than 21 days' notice of such meeting is given to shareholders, such
nomination shall be mailed or delivered to the President of the Bank and to the
Comptroller of the Currency not later than the close of business on the seventh
day following the day on which the notice of meeting was mailed. Such
notification shall contain the following information to the extent known to the
notifying shareholder: (a) the name and address of each proposed nominee; (b)
the principal occupation of each proposed nominee; (c) the total number of
shares of capital stock of the bank that will be voted for each proposed
nominee; (d) the name and residence address of the notifying shareholder; and
(e) the number of shares of capital stock of the bank owned by the notifying
shareholder. Nominations not made in accordance herewith may, in his discretion,
be disregarded by the chairman of the meeting, and upon his instructions, the
vote tellers may disregard all votes cast for each such nominee.

      Section 1.4 Judges of Election. The Board may at any time appoint from
among the shareholders three or more persons to serve as Judges of Election at
any meeting of shareholders; to act as judges and tellers with respect to all
votes by ballot at such meeting and to file with the Secretary of the meeting a
Certificate under their hands, certifying the result thereof.


                                       20

      Section 1.5 Proxies. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing, but no officer or employee
of this Association shall act as proxy. Proxies shall be valid only for one
meeting, to be specified therein, and any adjournments of such meeting. Proxies
shall be dated and shall be filed with the records of the meeting.

      Section 1.6 Quorum. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law; but less than a quorum may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice. A majority of the votes cast shall decide
every question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.

                                   ARTICLE II

                                    Directors

      Section 2.1 Board of Directors. The Board of Directors (hereinafter
referred to as the "Board"), shall have power to manage and administer the
business and affairs of the Association. Except as expressly limited by law, all
corporate powers of the Association shall be vested in and may be exercised by
said Board.

      Section 2.2 Number. The Board shall consist of not less than five nor more
than twenty-five directors, the exact number within such minimum and maximum
limits to be fixed and determined from time to time by resolution of a majority
of the full Board or by resolution of the shareholders at any meeting thereof;
provided, however, that a majority of the full Board of Directors may not
increase the number of directors to a number which, (1) exceeds by more than two
the number of directors last elected by shareholders where such number was
fifteen or less, and (2) to a number which exceeds by more than four the number
of directors last elected by shareholders where such number was sixteen or more,
but in no event shall the number of directors exceed twenty-five.

      Section 2.3 Organization Meeting. The Secretary of the meeting upon
receiving the certificate of the judges, of the result of any election, shall
notify the directors-elect of their election and of the time at which they are
required to meet at the Main Office of the Association for the purpose of
organizing the new Board and electing and appointing officers of the Association
for the succeeding year. Such meeting shall be held as soon thereafter as
practicable.


                                       21

If, at the time fixed for such meeting, there shall not be a quorum present, the
directors present may adjourn the meeting from time to time, until a quorum is
obtained.

      Section 2.4 Regular Meetings. Regular meetings of the Board of Directors
shall be held at such place and time as may be designated by resolution of the
Board of Directors. Upon adoption of such resolution, no further notice of such
meeting dates or the places or times thereof shall be required. Upon the failure
of the Board of Directors to adopt such a resolution, regular meetings of the
Board of Directors shall be held, without notice, on the third Tuesday in
February, April, June, August, October and December, commencing with the year
1997, at the main office or at such other place and time as may be designated by
the Board of Directors. When any regular meeting of the Board would otherwise
fall on a holiday, the meeting shall be held on the next business day unless the
Board shall designate some other day.

      Section 2.5 Special Meetings. Special meetings of the Board of Directors
may be called by the President of the Association, or at the request of three
(3) or more directors. Each member of the Board of Directors shall be given
notice stating the time and place, by telegram, letter, or in person, of each
such special meeting.

      Section 2.6 Quorum. A majority of the directors shall constitute a quorum
at any meeting, except when otherwise provided by law; but a less number may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice.

      Section 2.7 Vacancies. When any vacancy occurs among the directors, the
remaining members of the Board, in accordance with the laws of the United
States, may appoint a director to fill such vacancy at any regular meeting of
the Board, or at a special meeting called for that purpose.

      Section 2.8 Advisory Boards. The Board of Directors may appoint Advisory
Boards for each of the states in which the Association conducts operations. Each
such Advisory Board shall consist of as many persons as the Board of Directors
may determine. The duties of each Advisory Board shall be to consult and advise
with the Board of Directors and senior officers of the Association in such state
with regard to the best interests of the Association and to perform such other
duties as the Board of Directors may lawfully delegate.
The senior officer in such state, or such officers as directed by such senior
officer, may appoint advisory boards for geographic regions within such state
and may consult with the State Advisory Boards prior to such appointments.


                                       22

                                   ARTICLE III

                             Committees of the Board

      Section 3.1 The Board of Directors, by resolution adopted by a majority of
the number of directors fixed by these By-Laws, may designate two or more
directors to constitute an Executive Committee and other committees, each of
which, to the extent authorized by law and provided in such resolution, shall
have and may exercise all of the authority of the Board of Directors and the
management of the Association. The designation of any committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility or liability imposed
upon it or any member of the Board of Directors by law. The Board of Directors
reserves to itself alone the power to act on (1) dissolution, merger or
consolidation, or disposition of substantially all corporate property, (2)
designation of committees or filling vacancies on the Board of Directors or on a
committee of the Board (except as hereinafter provided), (3) adoption, amendment
or repeal of By-laws, (4) amendment or repeal of any resolution of the Board
which by its terms is not so amendable or repealable, and (5) declaration of
dividends, issuance of stock, or recommendations to stockholders of any action
requiring stockholder approval.

      The Board of Directors or the Chairman of the Board of Directors of the
Association may change the membership of any committee at any time, fill
vacancies therein, discharge any committee or member thereof either with or
without cause at any time, and change at any time the authority and
responsibility of any such committee.

      A majority of the members of any committee of the Board of Directors may
fix such committee's rules of procedure. All action by any committee shall be
reported to the Board of Directors at a meeting succeeding such action, except
such actions as the Board may not require to be reported to it in the resolution
creating any such committee. Any action by any committee shall be subject to
revision, alteration, and approval by the Board of Directors, except to the
extent otherwise provided in the resolution creating such committee; provided,
however, that no rights or acts of third parties shall be affected by any such
revision or alteration.

                                   ARTICLE IV

                             Officers and Employees


                                       23

      Section 4.1 Officers. The officers of the Association may be a Chairman of
the Board, a Vice Chairman of the Board, one or more Chairmen or Vice Chairmen
(who shall not be required to be directors of the Association), a President, one
or more Vice Presidents, a Secretary, a Cashier or Treasurer, and such other
officers, including officers holding similar or equivalent titles to the above
in regions, divisions or functional units of the Association, as may be
appointed by the Board of Directors. The Chairman of the Board and the President
shall be members of the Board of Directors. Any two or more offices may be held
by one person, but no officer shall sign or execute any document in more than
one capacity.

      Section 4.2 Election, Term of Office, and Qualification. Each officer
shall be chosen by the Board of Directors and shall hold office until the annual
meeting of the Board of Directors held next after his election or until his
successor shall have been duly chosen and qualified, or until his death, or
until he shall resign, or shall have been disqualified, or shall have been
removed from office.

      Section 4.2(a) Officers Acting as Assistant Secretary. Notwithstanding
Section 1 of these By-laws, any Senior Vice President, Vice President, or
Assistant Vice President shall have, by virtue of his office, and by authority
of the By-laws, the authority from time to time to act as an Assistant Secretary
of the Bank, and to such extent, said officers are appointed to the office of
Assistant Secretary.

      Section 4.3 Chief Executive Officer. The Board of Directors shall
designate one of its members to be the President of this Association, and the
officer so designated shall be an ex officio member of all committees of the
Association except the Examining Committee, and its Chief Executive Officer
unless some other officer is so designated by the Board of Directors.

      Section 4.4 Duties of Officers. The duties of all officers shall be
prescribed by the Board of Directors. Nevertheless, the Board of Directors may
delegate to the Chief Executive Officer the authority to prescribe the duties of
other officers of the corporation not inconsistent with law, the charter, and
these By-laws, and to appoint other employees, prescribe their duties, and to
dismiss them. Notwithstanding such delegation of authority, any officer or
employee also may be dismissed at any time by the Board of Directors.

      Section 4.5 Other Employees. The Board of Directors may appoint from time
to time such tellers, vault custodians, bookkeepers, and other clerks, agents,
and employees as it may deem advisable for the prompt and orderly transaction of
the business of the Association, define their duties, fix the salary to be paid
them, and dismiss them. Subject to the authority of the Board of


                                       24

Directors, the Chief Executive Officer or any other officer of the Association
authorized by him, may appoint and dismiss all such tellers, vault custodians,
bookkeepers and other clerks, agents, and employees, prescribe their duties and
the conditions of their employment, and from time to time fix their
compensation.

      Section 4.6 Removal and Resignation. Any officer or employee of the
Association may be removed either with or without cause by the Board of
Directors. Any employee other than an officer elected by the Board of Directors
may be dismissed in accordance with the provisions of the preceding Section 4.5.
Any officer may resign at any time by giving written notice to the Board of
Directors or to the Chief Executive Officer of the Association. Any such
resignation shall become effective upon its being accepted by the Board of
Directors, or the Chief Executive Officer.

                                    ARTICLE V

                                Fiduciary Powers


      Section 5.1 Capital Management Group. There shall be an area of this
Association known as the Capital Management Group which shall be responsible for
the exercise of the fiduciary powers of this Association. The Capital Management
Group shall consist of four service areas: Fiduciary Services, Retail Services,
Investments and Marketing. The Fiduciary Services unit shall consist of personal
trust, employee benefits, corporate trust and operations. The General Office for
the Fiduciary Services unit shall be located in Charlotte, N.C., with additional
Trust Offices in such locations as the Association shall determine from time to
time.

      Section 5.2 Trust Officers. There shall be a General Trust Officer of this
Association whose duties shall be to manage, supervise and direct all the
activities of the Capital Management Group. Further, there shall be one or more
Senior Trust Officers designated to assist the General Trust Officer in the
performance of his duties. They shall do or cause to be done all things
necessary or proper in carrying out the business of the Capital Management Group
in accordance with provisions of applicable law and regulation.

      Section 5.3 General Trust Committee. There shall be a General Trust
Committee composed of not less than four (4) members of the Board of Directors
or officers of this Association who shall be appointed annually, or from time to
time, by the Board of Directors of this Association. Each member shall serve
until his successor is appointed. The Board of Directors or the Chairman of


                                       25

the Board may change the membership of the General Trust Committee at any time,
fill any vacancies therein, or discharge any member thereof with or without
cause at any time. The General Trust Committee shall counsel and advise on all
matters relating to the business or affairs of the Capital Management Group and
shall adopt overall policies for the conduct of the business of the Capital
Management Group, including, but not limited to: general administration,
investment policies, new business development, and review for approval of major
assignments of functional responsibilities. The General Trust Committee shall
appoint the members of the following subcommittees: the Investment Policy
Committee, Personal Trust Administration Committee, Account Review Committee,
and Corporate and Institutional Accounts Committee. The General Trust Committee
shall meet at least quarterly or as called for by its Chairman or any three (3)
members of the Committee. A quorum shall consist of three (3) members. In
carrying out its responsibilities, the General Trust Committee shall review the
fiduciary activities of the Capital Management Group and may assign the
administration and performance of any fiduciary powers or duties to any officers
or employees of the Capital Management Group or to the Investment Policy
Committee, Personal Trust Administration Committee, Account Review Committee, or
Corporate and Institutional Accounts Committee, or other committees it may
designate. One of the methods to be used in the review process will be the
scrutiny of the Reports of Examination by the Office of the Comptroller of the
Currency and the reports of the Audit Division of Wachovia Corporation, as they
relate to the activities of the Capital Management Group. The Chairman of the
General Trust Committee shall be appointed by the Chairman of the Board of
Directors. The Chairman of the General Trust Committee shall cause to be
recorded in appropriate minutes all actions taken by the Committee. The minutes
shall be signed by its Secretary, approved by its Chairman and submitted to the
Board of Directors at its next regularly scheduled meeting following a meeting
of the General Trust Committee. The Board of Directors retains responsibility
for the proper exercise of this Association's fiduciary powers.

      Section 5.4 Investment Policy Committee. There shall be an Investment
Policy Committee composed of not less than seven (7) officers and/or employees
of this Association, who shall be appointed annually or from time to time by the
General Trust Committee. Each member shall serve until his or her successor is
appointed. Meetings shall be called by the Chairman or by any two (2) members of
the Committee. A quorum shall consist of five (5) members. The Investment Policy
Committee shall exercise such fiduciary powers and perform such duties as may be
assigned to it by the General Trust Committee. All actions taken by the
Investment Policy Committee shall be recorded in appropriate minutes, signed by
the Secretary thereof, approved by its Chairman, and


                                       26

submitted to the General Trust Committee at its next ensuing regular meeting for
its review and approval."

      Section 5.5 Personal Trust Administration Committee. There shall be a
Personal Trust Administration Committee composed of not less than five (5)
officers and/or employees of this Association, who shall be appointed annually
or from time to time by the General Trust Committee. Each member shall serve
until his or her successor is appointed. Meetings shall be called by the
Chairman or by any three (3) members of the Committee. A quorum shall consist of
three (3) members. The Personal Trust Administration Committee shall exercise
such fiduciary powers and perform such duties as may be assigned to it by the
General Trust Committee. All actions taken by the Personal Trust Administration
Committee shall be recorded in appropriate minutes, signed by the Secretary
thereof, approved by its Chairman, and submitted to the General Trust Committee
at its next ensuing regular meeting for its review and approval."

      Section 5.6 Account Review Committee. There shall be an Account Review
Committee composed of not less than four (4) officers and/or employees of this
Association, who shall be appointed annually or from time to time by the General
Trust Committee. Each member shall serve until his or her successor is
appointed. Meetings shall be called by the Chairman or by any two (2) members of
the Committee. A quorum shall consist of three (3) members. The Account Review
Committee shall exercise such fiduciary powers and perform such duties as may be
assigned to it by the General Trust Committee. All actions taken by the Account
Review Committee shall be recorded in appropriate minutes, signed by the
Secretary thereof, approved by its Chairman, and submitted to the General Trust
Committee at its next ensuing regular meeting for its review and approval."

      Section 5.7 Corporate and Institutional Accounts Committee. There shall be
a Corporate and Institutional Accounts Committee composed of not less than five
(5) officers and/or employees of this Association, who shall be appointed
annually or from time to time by the General Trust Committee. Each member shall
serve until his or her successor is appointed. Meetings shall be called by the
Chairman or by any two (2) members of the Committee. A quorum shall consist of
three (3) members. The Corporate and Institutional Accounts Committee shall
exercise such fiduciary powers and perform such duties as may be assigned to it
by the General Trust Committee. All actions taken by the Corporate and
Institutional Accounts Committee shall be recorded in appropriate minutes,
signed by the Secretary thereof, approved by its Chairman, and submitted to the
General Trust Committee at its next ensuing regular meeting for its review and
approval."


                                       27

                                   ARTICLE VI

                          Stock and Stock Certificates

      Section 6.1 Transfers. Shares of stock shall be transferable on the books
of the Association, and a transfer book shall be kept in which all transfers of
stock shall be recorded. Every person becoming a shareholder by such transfer
shall, in proportion to his shares, succeed to all rights and liabilities of the
prior holder of such shares.

      Section 6.2 Stock Certificates. Certificates of stock shall bear the
signature of the Chairman, the Vice Chairman, the President, or a Vice President
(which may be engraved, printed, or impressed), and shall be signed manually or
by facsimile process by the Secretary, Assistant Secretary, Cashier, Assistant
Cashier, or any other officer appointed by the Board of Directors for that
purpose, to be known as an Authorized Officer, and the seal of the Association
shall be engraved thereon. Each certificate shall recite on its face that the
stock represented thereby is transferable only upon the books of the Association
properly endorsed.


                                   ARTICLE VII

                                 Corporate Seal

      Section 7.1 The President, the Cashier, the Secretary, or any Assistant
Cashier, or Assistant Secretary, or other officer thereunto designated by the
Board of Directors shall have authority to affix the corporate seal to any
document requiring such seal, and to attest the same. Such seal shall be
substantially in the following form.


                                  ARTICLE VIII

                            Miscellaneous Provisions

      Section 8.1 Fiscal Year.  The fiscal year of the Association shall be the
calendar year.


                                       28

      Section 8.2 Execution of Instruments. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, notices,
applications, schedules, accounts, affidavits, bonds, undertakings, proxies, and
other instruments or documents may be signed, executed, acknowledged, verified,
delivered or accepted in behalf of the Association by the Chairman of the Board,
the Vice Chairman of the Board, any Chairman or Vice Chairman, the President,
any Senior Executive Vice President, Executive Vice President, Vice President or
Assistant Vice President, the Secretary, the Cashier or Treasurer, or any
officer holding similar or equivalent titles to the above in any regions,
divisions or functional units of the Association, or, if in connection with the
exercise of fiduciary powers of the Association, by any of said officers or by
any Trust Officer or Assistant Trust Officer (or equivalent titles), and if so
required by applicable law or regulation, attested or countersigned by the
Secretary or Assistant Secretary; provided, however, that where required, any
such instrument shall be attested by one of said officers other than the officer
executing such instrument. Any such instruments may also be executed,
acknowledged, verified, delivered or accepted in behalf of the Association in
such other manner and by such other officers as the Board of Directors may from
time to time direct. The provisions of this Section 8.2 are supplementary to any
other provision of these By-laws.

      Section 8.3 Records. The Articles of Association, the By-laws, and the
proceedings of all meetings of the shareholders, the Board of Directors,
standing committees of the Board, shall be recorded in appropriate minute books
provided for the purpose. The minutes of each meeting shall be signed by the
Secretary, Cashier, or other officer appointed to act as Secretary of the
meeting.

                                   ARTICLE IX

                                     By-laws

      Section 9.1 Inspection. A copy of the By-laws, with all amendments
thereto, shall at all times be kept in a convenient place at the Head Office of
the Association, and shall be open for inspection to all shareholders, during
banking hours.

      Section 9.2 Amendments. The By-laws may be amended, altered or repealed,
at any regular or special meeting of the Board of Directors, by a vote of a
majority of the whole number of Directors.


                                       29

                                    Exhibit A


                       Wachovia Bank, National Association
                                    Article X
                                Emergency By-laws



      In the event of an emergency declared by the President of the United
States or the person performing his functions, the officers and employees of
this Association will continue to conduct the affairs of the Association under
such guidance from the directors or the Executive Committee as may be available
except as to matters which by statute require specific approval of the Board of
Directors and subject to conformance with any applicable governmental directives
during the emergency.

                        OFFICERS PRO TEMPORE AND DISASTER

      Section 1. The surviving members of the Board of Directors or the
Executive Committee shall have the power, in the absence or disability of any
officer, or upon the refusal of any officer to act, to delegate and prescribe
such officer's powers and duties to any other officer, or to any director, for
the time being.

      Section 2. In the event of a state of disaster of sufficient severity to
prevent the conduct and management of the affairs and business of this
Association by its directors and officers as contemplated by these By-laws, any
two or more available members of the then incumbent Executive Committee shall
constitute a quorum of that Committee for the full conduct and management of the
affairs and business of the Association in accordance with the provisions of
Article II of these By-laws; and in addition, such Committee shall be empowered
to exercise all of the powers reserved to the General Trust Committee under
Section 5.3 of Article V hereof. In the event of the unavailability, at such
time, of a minimum of two members of the then incumbent Executive Committee, any
three available directors shall constitute the Executive Committee for the full
conduct and management of the affairs and business of the Association in
accordance with the foregoing provisions of this section. This By-law shall be
subject to implementation by resolutions of the Board of Directors passed from
time to time for that purpose, and any provisions of these By-laws (other than
this section) and any resolutions which are contrary to the provisions of this
section or to the provisions of any such implementary


                                       30

resolutions shall be suspended until it shall be determined by an interim
Executive Committee acting under this section that it shall be to the advantage
of this Association to resume the conduct and management of its affairs and
business under all of the other provisions of these By-laws.

                               Officer Succession

      BE IT RESOLVED, that if consequent upon war or warlike damage or disaster,
the Chief Executive Officer of this Association cannot be located by the then
acting Head Officer or is unable to assume or to continue normal executive
duties, then the authority and duties of the Chief Executive Officer shall,
without further action of the Board of Directors, be automatically assumed by
one of the following persons in the order designated:

      Chairman
      President
      Division Head/Area Administrator - Within this officer class, officers
      shall take seniority on the basis of length of service in such office or,
      in the event of equality, length of service as an officer of the
      Association.

      Any one of the above persons who in accordance with this resolution
assumes the authority and duties of the Chief Executive Officer shall continue
to serve until he resigns or until five-sixths of the other officers who are
attached to the then acting Head Office decide in writing he is unable to
perform said duties or until the elected Chief Executive Officer of this
Association, or a person higher on the above list, shall become available to
perform the duties of Chief Executive Officer of the Association.

      BE IT FURTHER RESOLVED, that anyone dealing with this Association may
accept a certification by any three officers that a specified individual is
acting as Chief Executive Officer in accordance with this resolution; and that
anyone accepting such certification may continue to consider it in force until
notified in writing of a change, said notice of change to carry the signatures
of three officers of the Association.

                               Alternate Locations


                                       31

The offices of the Association at which its business shall be conducted shall be
the main office thereof in each city which is designated as a City Office (and
branches, if any), and any other legally authorized location which may be leased
or acquired by this Association to carry on its business. During an emergency
resulting in any authorized place of business of this Association being unable
to function, the business ordinarily conducted at such location shall be
relocated elsewhere in suitable quarters, in addition to or in lieu of the
locations heretofore mentioned, as may be designated by the Board of Directors
or by the Executive Committee or by such persons as are then, in accordance with
resolutions adopted from time to time by the Board of Directors dealing with the
exercise of authority in the time of such emergency, conducting the affairs of
this Association. Any temporarily relocated place of business of this
Association shall be returned to its legally authorized location as soon as
practicable and such temporary place of business shall then be discontinued.

                               Acting Head Offices

      BE IT RESOLVED, that in case of and provided because of war or warlike
damage or disaster, the General Office of this Association, located in
Charlotte, North Carolina, is unable temporarily to continue its functions, the
Raleigh office, located in Raleigh, North Carolina, shall automatically and
without further action of this Board of Directors, become the "Acting Head
Office of this Association";

      BE IT FURTHER RESOLVED, that if by reason of said war or warlike damage or
disaster, both the General Office of this Association and the said Raleigh
Office of this Association are unable to carry on their functions, then and in
such case, the Asheville Office of this Association, located in Asheville, North
Carolina, shall, without further action of this Board of Directors, become the
"Acting Head Office of this Association"; and if neither the Raleigh Office nor
the Asheville Office can carry on their functions, then the Greensboro Office of
this Association, located in Greensboro, North Carolina, shall, without further
action of this Board of Directors, become the "Acting Head Office of this
Association"; and if neither the Raleigh Office, the Asheville Office, nor the
Greensboro Office can carry on their functions, then the Lumberton Office of
this Association, located in Lumberton, North Carolina, shall, without further
action of this Board of Directors, become the "Acting Head Office of this
Association". The Head Office shall resume its functions at its legally
authorized location as soon as practicable.


                                       32

                                    EXHIBIT 6


      Wachovia Bank, National Association, pursuant to the requirements of
Section 321(b) of the Trust Indenture Act of 1939, as amended (the "Act") in
connection with the proposed issuance by Viad Corp of Convertible and
Non-convertible Subordinated Debt Securities, consents that reports of
examination by federal, state, territorial, or district authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor, as contemplated by Section 321(b) of the Act.

Dated: April 29, 2002

                              WACHOVIA BANK, NATIONAL ASSOCIATION



                              By:   /s/  Kevin M. Dobrava
                                 ---------------------------------------
                                 Kevin M. Dobrava, Vice President


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