EXHIBIT 4(A)
--------------------------------------------------------------------------------






                      GENERAL ELECTRIC CAPITAL CORPORATION


                                       AND


                            JPMORGAN CHASE BANK, N.A.
                                   AS TRUSTEE











                      INDENTURE FOR SUBORDINATED DEBENTURES




--------------------------------------------------------------------------------



                          Dated as of September 1, 2006


<PAGE>


CROSS REFERENCE SHEET(1)

                                     between

the provisions of Sections 310 through 318(a) of the Trust Indenture Act of
1939, as amended, and the Indenture:

                            SECTION OF ACT            Section of the Indenture
310 (a) (1), (2) and (5).............................                   7.09
310 (a) (3) and (4)..................................         Not applicable
310 (b)..............................................          7.08 and 7.10
310 (c)..............................................         Not applicable
311 (a) and (b)......................................                      *
311 (c)..............................................         Not applicable
312 (a)..............................................                   5.01
312 (b) and (c)......................................                      *
313 (a)..............................................                   5.03
313 (b)  (1).........................................         Not applicable
313 (b)  (2).........................................                      *
313 (c)..............................................                      *
313 (d)..............................................                      *
314 (a)..............................................                   5.02
314 (b)..............................................         Not applicable
314 (c)  (1) and (2).................................                  15.05
314 (c)  (3).........................................         Not applicable
314 (d)..............................................         Not applicable
314 (e)..............................................                  15.05
314 (f)..............................................         Not applicable
315 (a), (c) and (d).................................                   7.01
315 (b)..............................................                   6.08
315 (e)..............................................                   6.09
316 (a)  (1).........................................          6.01 and 6.07
316 (a)  (2).........................................                Omitted
316 (a) last sentence................................                   8.04
316 (b)..............................................                   6.04
316 (e)..............................................                      *
317 (a)..............................................                   6.02
317 (b)..............................................                4.04(a)
3.18 (a).............................................                  15.08





----------------------
1  This cross reference sheet is not part of the Indenture For Subordinated
   Debentures.

*  Automatically included under Section 318(c) of the Trust Indenture Act of
   1939, as amended.


<PAGE>

                              TABLE OF CONTENTS(2)

                                                                            Page


                                   ARTICLE ONE


                                   DEFINITIONS

Section 1.01.   DEFINITIONS....................................................1


                                   ARTICLE TWO


      DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF DEBT SECURITIES

Section 2.01.   FORMS..........................................................7
Section 2.02.   AMOUNT UNLIMITED; ISSUABLE IN SERIES AND TRANCHES..............8
Section 2.03.   AUTHENTICATION................................................10
Section 2.04.   DATE AND DENOMINATION OF DEBT SECURITIES......................13
Section 2.05.   EXECUTION OF DEBT SECURITIES..................................13
Section 2.06.   EXCHANGE AND REGISTRATION OF TRANSFER OF DEBT SECURITIES......14
Section 2.07.   MUTILATED, DESTROYED, LOST OR STOLEN DEBT SECURITIES..........17
Section 2.08.   TEMPORARY DEBT SECURITIES.....................................18
Section 2.09.   CANCELLATION OF DEBT SECURITIES PAID, ETC.....................18
Section 2.10.   COMPUTATION OF INTEREST.......................................19
Section 2.11.   REOPENING OF TRANCHES AND SERIES..............................19
Section 2.12.   DEFERRALS OF INTEREST PAYMENTS................................19

                                  ARTICLE THREE


      REDEMPTION OF DEBT SECURITIES; REPAYMENT AT THE OPTION OF THE HOLDER

Section 3.01.   APPLICABILITY OF ARTICLE......................................19
Section 3.02.   NOTICE OF REDEMPTION; SELECTION OF DEBT SECURITIES............19
Section 3.03.   PAYMENT OF DEBT SECURITIES CALLED FOR REDEMPTION..............20
Section 3.04.   REPAYMENT AT THE OPTION OF THE HOLDER.........................21

                                  ARTICLE FOUR


                       PARTICULAR COVENANTS OF THE COMPANY

Section 4.01.   PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST....................21
Section 4.02.   OFFICES FOR NOTICES AND PAYMENTS, ETC.........................21
Section 4.03.   APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE............23
Section 4.04.   PROVISION AS TO PAYING AGENT..................................23
Section 4.05.   STATEMENT AS TO COMPLIANCE....................................24
Section 4.06.   RESTRICTION ON DIVIDENDS AND DISTRIBUTIONS....................24

                                  ARTICLE FIVE


             HOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 5.01.   HOLDER LISTS..................................................25
Section 5.02.   REPORTS BY THE COMPANY........................................25
Section 5.03.   REPORTS BY THE TRUSTEE........................................25



----------------------
(2) This table of contents shall not, for any purpose, be deemed to be part of
    the Indenture For Subordinated Debentures.

<PAGE>

                                   ARTICLE SIX


       EVENTS OF DEFAULT; REMEDIES OF THE TRUSTEE AND DEBT SECURITYHOLDER

Section 6.01.   EVENTS OF DEFAULT.............................................25
Section 6.02.   PAYMENT OF DEBT SECURITIES ON DEFAULT; SUIT THEREFOR..........27
Section 6.03.   APPLICATION OF MONEYS COLLECTED BY TRUSTEE....................28
Section 6.04.   PROCEEDINGS BY HOLDERS........................................29
Section 6.05.   PROCEEDINGS BY TRUSTEE........................................30
Section 6.06.   REMEDIES CUMULATIVE AND CONTINUING............................30
Section 6.07.   DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY HOLDERS....30
Section 6.08.   NOTICE OF DEFAULTS AND FAILURES...............................31
Section 6.09.   UNDERTAKING TO PAY COSTS......................................31

ARTICLE SEVEN CONCERNING THE TRUSTEE                                          31

Section 7.01.   DUTIES AND RESPONSIBILITIES OF TRUSTEE........................31
Section 7.02.   RELIANCE ON DOCUMENTS, OPINIONS, ETC..........................33
Section 7.03.   NO RESPONSIBILITY FOR RECITALS, ETC...........................34
Section 7.04.   OWNERSHIP OF DEBT SECURITIES..................................34
Section 7.05.   MONEYS TO BE HELD IN TRUST....................................34
Section 7.06.   COMPENSATION AND EXPENSES OF TRUSTEE..........................34
Section 7.07.   OFFICERS' CERTIFICATE AS EVIDENCE.............................34
Section 7.08.   INDENTURES NOT CREATING POTENTIAL CONFLICTING
                 INTERESTS FOR THE TRUSTEE....................................35
Section 7.09.   ELIGIBILITY OF TRUSTEE........................................35
Section 7.10.   RESIGNATION OR REMOVAL OF TRUSTEE.............................35
Section 7.11.   ACCEPTANCE BY SUCCESSOR TRUSTEE...............................36
Section 7.12.   SUCCESSION BY MERGER, ETC.....................................37
Section 7.13.   APPOINTMENT OF AUTHENTICATING AGENT...........................38

                                  ARTICLE EIGHT


                       CONCERNING THE DEBT SECURITYHOLDERS

Section 8.01.   ACTION BY HOLDERS.............................................39
Section 8.02.   PROOF OF EXECUTION BY HOLDERS.................................39
Section 8.03.   WHO ARE DEEMED ABSOLUTE OWNERS................................40
Section 8.04.   COMPANY-OWNED DEBT SECURITIES DISREGARDED.....................40
Section 8.05.   REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND..................41

                                  ARTICLE NINE


                         DEBT SECURITYHOLDERS' MEETINGS

Section 9.01.   PURPOSES OF MEETINGS..........................................41
Section 9.02.   CALL OF MEETING BY TRUSTEE....................................41
Section 9.03.   CALL OF MEETING BY COMPANY OR HOLDERS.........................42
Section 9.04.   QUALIFICATIONS FOR VOTING.....................................42
Section 9.05.   QUORUM; ADJOURNED MEETINGS....................................42
Section 9.06.   REGULATIONS...................................................43
Section 9.07.   VOTING........................................................43
Section 9.08.   NO DELAY OF RIGHTS BY MEETING.................................44



<PAGE>

                                   ARTICLE TEN


                             SUPPLEMENTAL INDENTURES

Section 10.01.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS............44
Section 10.02.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS...............45
Section 10.03.  COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF
                 SUPPLEMENTAL INDENTURES......................................46
Section 10.04.  NOTATION ON DEBT SECURITIES...................................46
Section 10.05.  EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE
                 TO BE FURNISHED TO TRUSTEE...................................46

                                 ARTICLE ELEVEN


                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 11.01.  COMPANY MAY NOT CONSOLIDATE, ETC..............................46
Section 11.02.  SUCCESSOR CORPORATION TO BE SUBSTITUTED.......................47
Section 11.03.  DOCUMENTS TO BE GIVEN TRUSTEE.................................47

                                 ARTICLE TWELVE


                     SATISFACTION AND DISCHARGE OF INDENTURE

Section 12.01.  DISCHARGE OF INDENTURE........................................47
Section 12.02.  DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE...............48
Section 12.03.  PAYING AGENT TO REPAY MONEYS HELD.............................48
Section 12.04.  RETURN OF UNCLAIMED MONEYS....................................48

                                ARTICLE THIRTEEN


         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 13.01.  INDENTURE AND DEBT SECURITIES SOLELY CORPORATE OBLIGATIONS....49

                                ARTICLE FOURTEEN


                                  SUBORDINATION

Section 14.01.  AGREEMENT TO SUBORDINATE......................................49
Section 14.02.  LIQUIDATION, DISSOLUTION, BANKRUPTCY..........................49
Section 14.03.  DEFAULT ON SENIOR INDEBTEDNESS................................49
Section 14.04.  WHEN DISTRIBUTIONS MUST BE PAID OVER..........................50
Section 14.05.  SUBROGATION...................................................50
Section 14.06.  RELATIVE RIGHTS...............................................50
Section 14.07.  SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY..................50
Section 14.08.  RIGHTS OF TRUSTEE AND PAYING AGENT............................50
Section 14.09.  DISTRIBUTION OR NOTICE TO REPRESENTATIVE......................51
Section 14.10.  ARTICLE FOURTEEN NOT TO PREVENT EVENTS OF
                 DEFAULT OR LIMIT RIGHT TO ACCELERATE.........................51
Section 14.11.  TRUST MONEYS NOT SUBORDINATED.................................51
Section 14.12.  TRUSTEE ENTITLED TO RELY......................................51
Section 14.13.  TRUSTEE TO EFFECTUATE SUBORDINATION...........................51
Section 14.14.  TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS......51
Section 14.15.  RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON
                 SUBORDINATION PROVISIONS.....................................52




<PAGE>

                                 ARTICLE FIFTEEN


                            MISCELLANEOUS PROVISIONS

Section 15.01.  PROVISIONS BINDING ON COMPANY'S SUCCESSORS....................52
Section 15.02.  OFFICIAL ACTS BY SUCCESSOR CORPORATION........................52
Section 15.03.  ADDRESSES FOR NOTICES, ETC....................................52
Section 15.04.  NEW YORK CONTRACT.............................................52
Section 15.05.  EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT..............52
Section 15.06.  LEGAL HOLIDAYS................................................53
Section 15.07.  DEBT SECURITIES IN A SPECIFIED CURRENCY OTHER THAN DOLLARS....53
Section 15.08.  TRUST INDENTURE ACT TO CONTROL................................53
Section 15.09.  TABLE OF CONTENTS, HEADINGS, ETC..............................53
Section 15.10.  EXECUTION IN COUNTERPARTS.....................................54
Section 15.11.  SEVERABILITY..................................................54



<PAGE>


     THIS INDENTURE FOR SUBORDINATED DEBENTURES, dated as of September 1, 2006,
between GENERAL ELECTRIC CAPITAL CORPORATION, a corporation duly organized and
existing under the laws of the State of Delaware (the "Company"), and JPMORGAN
CHASE BANK, N.A., a national banking association, as trustee (the "Trustee").

                             RECITALS OF THE COMPANY

     WHEREAS, the Company has duly authorized the issue from time to time of its
subordinated debentures or other similar evidences of indebtedness, to be issued
in one or more series (the "Debt Securities"), which shall be subordinated to
its Senior Indebtedness (hereinafter defined), including without limitation, any
Subordinated Notes (hereinafter defined), up to such principal amount or amounts
as may from time to time be authorized in accordance with the terms of this
Indenture, and to provide, among other things, for the authentication, delivery
and administration of the Debt Securities, the Company has duly authorized the
execution and delivery of this Indenture; and

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

     NOW, THEREFORE:

     In consideration of the premises and the purchases of the Debt Securities
by the holders thereof, the Company and the Trustee mutually covenant and agree
for the equal and proportionate benefit of the respective holders from time to
time of the Debt Securities or of any and all series thereof and of the coupons,
if any appertaining thereto as follows:

                                  ARTICLE ONE

                                  DEFINITIONS

     Section 1.01. DEFINITIONS. The terms defined in this Section 1.01 (except
as herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture shall have the respective meanings specified
in this Section 1.01. All other terms used in this Indenture which are defined
in the Trust Indenture Act of 1939, as amended, or which are by reference
therein defined in the Securities Act of 1933, as amended (except as herein
otherwise expressly provided or unless the context otherwise requires) shall
have the meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of this Indenture as originally executed.
The words "herein", "hereof" and "hereunder", and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.

ADDITIONAL INTEREST:

     The term "Additional Interest" shall mean the interest, if any, that shall
accrue on any interest on the Debt Securities of any series the payment of which
has not been made on the applicable interest payment date, or on interest on the
Debt Securities of any series that has been deferred in accordance with the
terms of such Debt Securities, and which shall accrue at the rate per annum
specified or determined as specified in such Debt Security.

AUTHENTICATING AGENT:

     The term "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 7.13 to act on behalf of the Trustee to authenticate Debt
Securities.

<PAGE>

AUTHORIZED NEWSPAPER:

     The term "Authorized Newspaper" shall mean a newspaper (which, in the case
of The City of New York, will, if practicable, be THE WALL STREET JOURNAL
(Eastern edition), in the case of the United Kingdom, will, if practicable, be
THE FINANCIAL TIMES (London edition) and, in the case of Luxembourg, will, if
practicable, be THE LUXEMBURGER WORT) published in an official language of the
country of publication customarily published at least once a day for at least
five days in each calendar week and of general circulation in The City of New
York, the United Kingdom or in Luxembourg, as applicable. If it shall be
impractical to make any publication of any notice required hereby in an
Authorized Newspaper, any publication or other notice in lieu thereof which is
made or given by the Trustee after consulting with the Company shall constitute
a sufficient publication of such notice.

BOARD OF DIRECTORS:

     The term "Board of Directors" shall mean the Board of Directors of the
Company or any Committee of such Board to which the relevant powers of such
Board have been lawfully delegated.

BUSINESS DAY:

     The term "Business Day" shall mean, unless otherwise specified with respect
to a particular series of Debt Securities, any day other than a Saturday or
Sunday or any other day on which banking institutions are generally authorized
or obligated by law or regulation to close in The City of New York or (i) with
respect to any floating rate notes where interest is determined with respect to
LIBOR, in London, England, (ii) with respect to Debt Securities denominated in a
Specified Currency other than Dollars, Australian dollars or Euros, in the
principal financial center of the country of the Specified Currency, (iii) with
respect to Debt Securities denominated in Australian dollars, in Sydney,
Australia or (iv) with respect to Debt Securities denominated in Euros, a day on
which the Trans-European Automated Real-Time Gross Settlement Express Transfer
(TARGET) System is not open.

COMMON DEPOSITARY:

     The term "Common Depositary" means a common depositary of Debt Securities
on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear System, and
Clearstream Banking, SOCIETE ANONYME, each in its capacity as Depositary, and
shall initially be JPMorgan Chase Bank, N.A.

COMMON STOCK:

     The term "Common Stock" means the common stock, currently having a par
value of $14 per share, of the Company.

COMPANY:

     The term "Company" shall mean General Electric Capital Corporation, a
Delaware corporation, until any successor corporation shall have become such
pursuant to the provisions of Article Eleven, and thereafter "Company" shall
mean such successor.

COUPON:

     The term "Coupon" shall mean any interest coupon appertaining to a Debt
Security.





                                       2
<PAGE>


CURRENCY:

     The term "currency" shall mean Dollars or any Specified Currency.

DEBT SECURITIES; OUTSTANDING:

     The term "Debt Securities" shall mean any of the subordinated debentures or
other similar evidences of indebtedness, as referenced in the first paragraph of
the recitals hereof, that are authenticated and delivered under this Indenture.

     The term "Outstanding", when used with reference to Debt Securities, shall,
subject to the provisions of Section 8.04, mean, as of any particular time, all
Debt Securities authenticated and delivered by the Trustee under this Indenture,
except:

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

         (b)  Debt Securities, or portions thereof, for the payment or
     redemption of which moneys in the necessary amount shall have been
     deposited in trust 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), provided that
     if such Debt Securities are to be redeemed prior to the maturity thereof,
     notice of such redemption shall have been mailed as in Article Three
     provided, or provision satisfactory to the Trustee shall have been made for
     mailing such notice; and

         (c)  Debt Securities in lieu of or in substitution for which other Debt
     Securities shall have been authenticated and delivered, or which shall have
     been paid, pursuant to the terms of Section 2.07, unless proof satisfactory
     to the Trustee is presented that any such Debt Securities are held by
     Persons in whose hands any of such Debt Securities is a valid, binding and
     legal obligation of the Company.

In determining whether the holders of the requisite principal amount of
Outstanding Debt Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of an
Original Issue Discount Debt Security that shall be deemed to be Outstanding for
such purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration
of the maturity thereof pursuant to Section 6.01.

DEBT SECURITY REGISTER:

     The term "Debt Security register" shall have the meaning specified in
Section 2.06.

DEBT SECURITY REGISTRAR:

     The term "Debt Security registrar" shall have the meaning specified in
Section 2.06.

DEPOSITARY:

     The term "Depositary" shall mean, with respect to the Debt Securities of
any series or Tranche issuable or issued in the form of one or more Registered
Global Debt Securities, the Person designated as Depositary by the Company
pursuant to Section 2.02(21) 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 Debt Securities of any such series or Tranche shall
mean the Depositary with respect to such Registered Global Debt Security or Debt
Securities.



                                       3
<PAGE>

DOLLAR:

     The term "Dollar" shall mean the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts.

EVENT OF DEFAULT:

     The term "Event of Default" shall have the meaning specified in Section
6.01.

EXTENSION PERIOD:

     The term "Extension Period" shall have the meaning specified in Section
2.12.

FEDERAL BANKRUPTCY CODE:

     The term "Federal Bankruptcy Code" shall mean Title II of the United States
Code, as amended.

HOLDER:

     The terms "holder of Debt Securities," "Holder," "Debt Securityholder" or
other similar terms, shall mean, (i) with respect to any Registered Debt
Security, the Person in whose name at the time such Registered Debt Security is
registered in the Debt Security register in accordance with the terms hereof or
(ii) with respect to any Unregistered Debt Security, the bearer thereof.

INDENTURE:

     The term "Indenture" shall mean this instrument as originally executed or
as it may be amended or supplemented from time to time as herein provided, and
shall include the form and terms of a particular series or Tranche of Debt
Securities established as contemplated hereunder.

INTEREST:

     The term "interest," when used with respect to a non-interest bearing Debt
Security, means interest payable after the principal thereof has become due and
payable, whether at maturity, by declaration of acceleration, by call for
redemption, or otherwise.

INTEREST PAYMENT DATE:

     The term "interest payment date" means as to each series or Tranche of Debt
Securities the date on which an installment of interest on such Debt Securities
shall be due and payable, except as modified in the terms of a particular series
or Tranche.

OFFICERS' CERTIFICATE:

     The term "Officers' Certificate" shall mean a certificate signed by any
President, the Chairman of the Board of Directors or any Vice President and by
the Senior Vice President-Corporate Treasury and Global Funding Operation or any
Assistant Treasurer, the Controller or the Secretary or any Assistant Secretary
of the Company and delivered to the Trustee. Each such certificate shall comply
with Section 314 of the Trust Indenture Act of 1939 and include the statements
provided for in Section 15.05 if and to the extent required by the provisions of
such Section.



                                       4
<PAGE>

OPINION OF COUNSEL:

     The term "Opinion of Counsel" shall mean an opinion in writing signed by
legal counsel, who may be an employee of or of counsel to the Company, or may be
other counsel. Each such opinion shall comply with Section 314 of the Trust
Indenture Act of 1939 and include the statements provided for in Section 15.05
if and to the extent required by the provisions of such Section.

ORIGINAL ISSUE DISCOUNT DEBT SECURITY:

     The term "Original Issue Discount Debt Security" shall mean any Debt
Security which at any time provides for an amount less than the principal amount
thereof to be due and payable upon redemption or a declaration of acceleration
of the maturity thereof pursuant to Section 6.01.

OVERDUE RATE:

     The term "Overdue Rate" with respect to each series of Debt Securities
shall mean the rate designated as such in or pursuant to the resolution of the
Board of Directors or the supplemental indenture, as the case may be, relating
to such series as contemplated by Section 2.02.

PERSON:

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

PRINCIPAL OFFICE OF THE TRUSTEE:

     The term "principal office of the Trustee", or other similar term, shall
mean the principal office of the Trustee at which any particular time its
corporate trust business shall be administered.

REGISTERED DEBT SECURITY:

     The term "Registered Debt Security" shall mean any Debt Security registered
on the Debt Security register of the Company.

REGISTERED GLOBAL DEBT SECURITY:

     The term "Registered Global Debt Security" shall mean a Debt Security
evidencing all or a part of a series or Tranche of Debt Securities, issued to,
and registered in the name of, the Depositary or the Common Depository for such
series or Tranche in accordance with Section 2.03 and bearing the legend
prescribed in Section 2.03.

REPRESENTATIVE:

     The term "Representative" shall mean any trustee, agent or representative
(if any) for an issue of Senior Indebtedness.




                                       5
<PAGE>

RESPONSIBLE OFFICER:

     The term "Responsible Officer," when used with respect to the Trustee,
shall mean an officer of the Trustee in the principal office of the Trustee,
having responsibility for the administration of this Indenture, and also, with
respect to a particular matter, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

SENIOR INDEBTEDNESS:

     The term "Senior Indebtedness" shall mean (i) the principal of, premium, if
any, and interest on, all the Company's indebtedness for money borrowed,
excluding the Debt Securities but including, without limitation, the
Subordinated Notes, (ii) obligations of the Company arising from any guaranty,
letter of credit or similar credit enhancement (including, without limitation,
obligations arising from off-balance sheet guarantees and direct credit
substitutes), except where such guaranty, letter of credit or enhancement
provides for payment on the Debt Securities or obligations of a trust or similar
entity that are payable primarily from payments made on the Debt Securities,
(iii) obligations of the Company associated with derivative products such as
interest rate and foreign exchange rate swaps, forward sales of interests in
commodities, and similar arrangements, and (iv) obligations of the Company for
purchased money, in each case, whether outstanding on the date of execution of
this Indenture or thereafter created, assumed or incurred, and any deferrals,
renewals or extensions thereof; PROVIDED, HOWEVER, that Senior Indebtedness
shall not include (1) any accounts payable or other liability to trade creditors
(other than those obligations referenced in items (ii) and (iii), above) arising
in the ordinary course of business (including instruments evidencing such
liabilities), (2) any indebtedness, guarantee or obligation of the Company which
is on parity in right of payment with or expressly subordinate or junior in
right of payment to the Debt Securities, or (3) any obligations with respect to
any capital stock (including, without limitation, common and preferred stock).
The term "indebtedness for money borrowed" as used herein shall include, without
limitation, any obligation of the Company for the repayment of borrowed money,
whether or not evidenced by bonds, debentures, notes or other written
instruments, and any deferred obligation for the payment of the purchase price
of property or assets.

SPECIFIED CURRENCY:

     The term "Specified Currency" shall mean the currency in which
a Debt Security is denominated, which may include Dollars, any foreign currency
or any composite of two or more currencies.

STATED MATURITY:

     The term "Stated Maturity," when used with respect to any indebtedness or
any installment of principal thereof or interest thereon, shall mean the date
specified in the instrument evidencing such indebtedness as the fixed date on
which the principal of such indebtedness or such installment of principal or
interest is due and payable.

SUBORDINATED NOTES:

     The term "Subordinated Notes" shall mean all securities issued under (i)
the Seventh Amended and Restated Fiscal and Paying Agency Agreement, dated as of
July 1, 2005, among the Company, GE Capital Canada Funding Company, GE Capital
Australia Pty Ltd., GE Capital European Funding, GE Capital UK Funding and
JPMorgan Chase Bank, N.A., as fiscal and principal paying agent as supplemented
by the Supplemental Fiscal and Paying Agency Agreement dated September 15, 2005,
or (ii) the Amended and Restated Subordinated Debt Indenture, dated as of July
15, 2005, between the Company and JPMorgan Chase Bank, N.A., as trustee
thereunder, in each case as amended from time to time (provided that the terms
of the subordination of payments on amounts due and payable from available funds
in such documentation is not altered in any material respect), and other
subordinated securities on parity in right of payment with such Subordinated
Notes.




                                       6
<PAGE>

SUBSIDIARY:

     The term "Subsidiary" shall mean (i) any corporation of which the Company
directly or indirectly owns or controls at that time at least a majority of the
outstanding stock having under ordinary circumstances (not dependent upon the
happening of a contingency) voting power to elect a majority of the board of
directors of such corporation or (ii) any other Person (other than a
corporation) in which the Company directly or indirectly has at least a majority
ownership interest and power to direct the policies, management and affairs
thereof.

TRANCHE:

     The term "Tranche" shall mean an issue of Debt Securities of a series
having identical terms as other Debt Securities in the series, except for the
authentication date and public offering price, which shall be different from the
other Debt Securities in the series but common to Debt Securities in the
Tranche.

TRUST INDENTURE ACT OF 1939:

     The term "Trust Indenture Act of 1939" shall mean the Trust Indenture Act
of 1939 as it was in force at the date of execution of this Indenture, except as
provided in Section 10.03.

TRUSTEE:

     The term "Trustee" shall mean the corporation or association named as
Trustee in this Indenture and, subject to the provisions of Article Seven, shall
also include its successors and assigns as Trustee hereunder. If pursuant to the
provisions of this Indenture there shall be at any time more than one Trustee
hereunder, the term "Trustee" as used with respect to Debt Securities of any
series or Tranche shall mean the Trustee with respect to Debt Securities of such
series or Tranche.

UNREGISTERED DEBT SECURITY:

     The term "Unregistered Debt Security" shall mean any Debt Security other
than a Registered Debt Security.

                                  ARTICLE TWO

      DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF DEBT SECURITIES

     Section 2.01. FORMS. The Debt Securities and the Coupons, if any,
appertaining thereto shall be in substantially such form as shall be established
by or pursuant to a resolution of the Board of Directors or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such legends or endorsements placed thereon as the
officers 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 such Debt Securities may be listed, or to conform to usage.



                                       7
<PAGE>

     The Trustee's Certificate of Authentication on all Debt Securities shall be
in substantially the following form, and shall be executed on behalf of the
Trustee by its authorized officer or agent:

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



                      Date of Authentication: ____________





                      ____________________________________,
                                   as Trustee



                        By:______________________________
                              [Authorized Officer]






     Section 2.02. AMOUNT UNLIMITED; ISSUABLE IN SERIES AND TRANCHES. The
aggregate principal amount of Debt Securities which may be authenticated and
delivered under this Indenture is unlimited.

     The Debt Securities may be issued in one or more series, each of which may
consist of one or more Tranches. There shall be established in or pursuant to a
resolution of the Board of Directors or established in one or more indentures
supplemental hereto, prior to the issuance of Debt Securities of any series,

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

     (2) any limit upon the aggregate principal amount of the Debt Securities of
such series or Tranche which may be authenticated and delivered under this
Indenture (except for Debt Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Debt
Securities of the series or a Tranche thereof pursuant to Section 2.06, 2.07,
2.08, 3.03, 3.06 or 10.04);

     (3) the date or dates on which the principal and premium, if any, of the
Debt Securities of the series are payable;

     (4) the rate or rates, or the method of determination thereof, at which the
Debt Securities of the series shall bear interest, if any, the date or dates
from which such interest shall accrue, the interest payment dates on which such
interest shall be payable and any deferral options or Extension Periods that may
be applicable with respect thereto, and in the case of Registered Debt
Securities, if other than as set forth in Section 2.04, the record dates for the
determination of Holders to whom interest is payable;



                                       8
<PAGE>

     (5) the terms of the subordination of the Debt Securities of the series and
any other provisions relevant to such subordination, if different from the terms
of subordination and other provisions relevant to such subordination set forth
herein;

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

     (7) the Specified Currency of the Debt Securities of the series;

     (8) the currency or currencies in which payments on the Debt Securities of
the series are payable, if other than the Specified Currency of such series;

     (9) the price or prices at which, the period or periods within which and
the terms and conditions upon which Debt Securities of the series may be
redeemed, in whole or in part, at the option of the Company or pursuant to any
other applicable provision;

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

     (11) the denominations in which Debt Securities of the series shall be
issuable, if other than as provided in Section 2.04;

     (12) if other than the principal amount thereof, the portion of the
principal amount of Debt Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.01;

     (13) if the principal of or interest on the Debt Securities of the series
are to be payable, at the election of the Company or a holder thereof, in a coin
or currency other than the Specified Currency, the period or periods within
which, and the terms and conditions upon which, such election may be made;

     (14) if the amount of payments of principal of and interest on the Debt
Securities of the series may be determined with reference to an index based on a
coin or currency other than the Specified Currency, the manner in which such
amounts shall be determined;

     (15) whether the Debt Securities of the series will be issuable as
Registered Debt Securities (and, if so, whether such Debt Securities will be
issuable as Registered Global Debt Securities) or Unregistered Debt Securities
(with or without Coupons), or any combination of the foregoing, any restriction
applicable to the offer, sale or delivery of Unregistered Debt Securities or the
payment of interest thereon and, if other than as provided in Section 2.06, the
terms upon which Unregistered Debt Securities of any series may be exchanged for
Registered Debt Securities of such series and vice versa;




                                       9
<PAGE>

     (16) whether and under what circumstances the Company will pay additional
amounts on the Debt Securities of the series held by a Person who is not a U.S.
Person in respect of any tax, assessment, or governmental charge withheld or
deducted and, if so, whether the Company will have the option to redeem such
Debt Securities rather than pay such additional amounts;

     (17) if the Debt Securities of such series are to be issuable in definitive
form (whether upon original issue or upon exchange of a temporary Debt Security
of such series) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, the form and terms of such certificates,
documents or conditions, if other than as provided for by the form of such Debt
Securities established pursuant to Section 2.01;

     (18) any deletions or modifications of or additions to the Events of
Default and remedies set forth in Section 6.01, or to the covenants of the
Company set forth in Article Four or Article Eleven pertaining to the Debt
Securities of the series;

     (19) if other than the rate of interest stated in the title of the Debt
Securities of the series, the applicable Overdue Rate;

     (20) in the case of any series of non-interest bearing Debt Securities, the
applicable dates for purposes of clause (a) of Section 5.01;

     (21) any trustees, depositaries, authenticating or paying agents, transfer
agents or registrars or any other agents with respect to such series;

     (22) the exchanges, if any, on which the Debt Securities of the series may
be listed; and

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

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

     Section 2.03. AUTHENTICATION. At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Debt
Securities of any series or Tranche having attached thereto appropriate Coupons,
if any, executed by the Company to the Trustee or its agent for authentication.
Except as otherwise provided in this Article Two, the Trustee shall thereupon
authenticate and deliver, or cause to be authenticated and delivered, said Debt
Securities to or for the account of the Company, upon the written order of the
Company, signed by its Chief Executive Officer, any President, Chairman of the
Board of Directors or one of its Vice Presidents (including Executive and Senior
Vice Presidents) and by its Senior Vice President-Corporate Treasury and Global
Funding Operation or its Controller, or pursuant to such procedures acceptable
to the Trustee and to such recipients as may be specified from time to time in
such written order. If provided for in such procedures, such written order may
authorize authentication and delivery pursuant to electronic instructions from
the Company or its duly authorized agent or agents. In authenticating or causing
the authentication of such Debt Securities and accepting the additional
responsibilities under this Indenture in relation to such Debt Securities, the
Trustee shall be entitled to receive and (subject to Sections 7.01 and 7.02)
shall be fully protected in relying upon:



                                       10
<PAGE>

     (1) a copy of any resolution or resolutions of the Board of Directors
relating thereto and, if applicable, an appropriate record of any action taken
pursuant to such resolution, in each case certified by the Secretary or an
Assistant Secretary of the Company;

     (2) an executed supplemental indenture, if any, relating thereto;

     (3) an Officers' Certificate prepared in accordance with Section 15.05
which shall also state to the best knowledge of the signers of such Certificate
that no Event of Default or non-compliance with any covenant or agreement with
respect to any series or Tranche of Debt Securities shall have occurred and be
continuing; and

     (4) an Opinion of Counsel prepared in accordance with Section 15.05 which
shall also state:

          (a) that the forms of such Debt Securities and Coupons, if any, have
     been established by or pursuant to a resolution of the Board of Directors
     or by a supplemental indenture as permitted by Section 2.01 in conformity
     with the provisions of this Indenture;

          (b) that the terms of such Debt Securities have been established by or
     pursuant to a resolution of the Board of Directors or by a supplemental
     indenture as permitted by Section 2.02 in conformity with the provisions of
     this Indenture; PROVIDED, that, in connection with the authentication of
     Debt Securities of a series that are part of a medium-term note program,
     such Opinion of Counsel may, in the alternative, state that certain terms
     of the Debt Securities have established by or pursuant to a resolution of
     the Board of Directors or by a supplemental indenture as permitted by
     Section 2.02 in conformity with the provisions of this Indenture, and that
     when such other terms as are to be established pursuant to procedures set
     forth in the written order relating to Debt Securities of such series shall
     have been so established, all such terms will have been duly established in
     conformity with the provisions of this Indenture;

          (c) that such Debt Securities and Coupons, if any, when authenticated
     (in the case of the Debt Securities) and delivered by or at the direction
     of the Trustee and issued by the Company in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute legal,
     valid and binding obligations of the Company, enforceable in accordance
     with their terms, subject to bankruptcy, insolvency, reorganization and
     other laws of general applicability relating to or affecting the
     enforcement of creditors' rights and to general equity principles;

          (d) that the Company has the corporate power to issue such Debt
     Securities and Coupons, if any, and has duly taken all necessary corporate
     action with respect to such issuance;

          (e) that the issuance of such Debt Securities and Coupons, if any,
     will not contravene the certificate of incorporation 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 known to
     such Counsel by which the Company or any of its Subsidiaries is bound; and



                                       11
<PAGE>

          (f) that all laws and requirements in respect of the execution and
     delivery by the Company of such Debt Securities and Coupons, if any, and
     the related supplemental indenture, if any, have been complied with and
     that authentication and delivery of such Debt Securities and Coupons, if
     any, and the execution and delivery of the related supplemental indenture,
     if any, by the Trustee will not violate the terms of this Indenture.

PROVIDED, that, in connection with the authentication of Debt Securities of a
series that are part of a medium-term note program, the Trustee shall be
entitled to receive the documents referred to in clauses (1), (2), (3) and (4)
above only at or before the time of the first request of the Company to the
Trustee to authenticate Debt Securities of such series and the Trustee shall be
protected in relying on such documents in authenticating Debt Securities of such
series until such documents are superseded or revoked.

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

     If the Company shall establish pursuant to Section 2.02 that the Debt
Securities of a series are to be issued in the form of one or more Registered
Global Debt Securities, then the Company shall execute and the Trustee shall, in
accordance with this Section 2.03 and the Company order with respect to such
series, authenticate and deliver one or more Registered Global Debt Securities
in temporary or permanent form that (i) shall represent and shall be denominated
in an amount equal to the aggregate principal amount of all of the Debt
Securities of such series to be represented by one or more Registered Global
Debt Securities, (ii) shall be registered in the name of the Depositary and/or
the Common Depositary for such Registered Global Debt Security or Debt
Securities or the nominee of such Depositary or Common Depositary, (iii) shall
be delivered by the Trustee to such Depositary or Common Depositary or pursuant
to such Depositary's or Common Depositary's instruction and (iv) shall bear a
legend substantially to the following effect. "Unless and until it is exchanged
in whole or in part for Debt Securities in definitive registered form, this Debt
Security may not be transferred except as a whole by the Depositary to a nominee
of the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary" or "Unless and
until it is exchanged in whole or in part for Debt Securities in definitive
registered form, this Registered Global Debt Security may not be transferred
except as a whole by the Common Depositary to a nominee of the Common Depositary
or by a nominee of the Common Depositary to the Common Depositary or another
nominee of the Common Depositary or by the Common Depositary or any such nominee
to a successor Common Depositary or a nominee of such successor Common
Depositary."

     No holder of a beneficial interest in any Registered Global Debt Security
held on its behalf by a Depositary shall have any rights under this Indenture
with respect to such Registered Global Debt Security, and such Depositary, or
the Common Depositary, as applicable, may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the owner of such Registered
Global Debt Security for all purposes whatsoever. None of the Company, the
Trustee or any agent of the Company or the Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests in a Registered Global Debt Security
or maintaining, supervising or reviewing any records relating to such beneficial
ownership interests. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by a
Depositary or impair, as between a Depositary and such holders of beneficial
interests, the operation of customary practices governing the exercise of the
rights of the Depositary (or its nominee) as holder of any Debt Security.




                                       12
<PAGE>

     Each Depositary designated pursuant to Section 2.02 must, at the time of
its designation and at all times while it serves as Depositary hereunder, be a
clearing agency registered under the United States Securities Exchange Act of
1934, as amended, or any other applicable statute or regulation.

     Section 2.04. DATE AND DENOMINATION OF DEBT SECURITIES. The Debt Securities
of each series shall be issuable as Registered Debt Securities or Unregistered
Debt Securities in such denominations as shall be specified as contemplated by
Section 2.02. In the absence of any such specification (a) with respect to
Registered Debt Securities, such Debt Securities shall be issuable in
denominations of 1,000 units of the Specified Currency and integral multiples of
1,000 units of the Specified Currency in excess thereof; and (b) with respect to
Unregistered Debt Securities, such Debt Securities shall be issuable in
denominations of not less than 1,000 units of the Specified Currency and in such
other denominations in excess thereof as may be provided in or pursuant to a
supplemental indenture or resolution of the Board of Directors in accordance
with Section 2.02. Debt Securities of each series shall be numbered, lettered or
otherwise distinguished in such manner or in accordance with such plan as the
officers of the Company executing the same may determine with the approval of
the Trustee.

     Every Registered Debt Security shall be dated the date of its
authentication. Every Unregistered Debt Security shall be dated as provided in
the resolution of the Board of Directors or the supplemental indenture referred
to in Section 2.02.

     The Person in whose name any Registered Debt Security of a particular
series is registered at the close of business on any record date (as hereinafter
defined) with respect to any interest payment date for such series shall be
entitled to receive the interest payable on such interest payment date
notwithstanding the cancellation of such Registered Debt Security upon any
registration of transfer or exchange subsequent to the record date and prior to
such interest payment date; PROVIDED, HOWEVER, that if and to the extent that
the Company shall default in the payment of interest on such interest payment
date, such defaulted interest shall be paid to the Persons in whose names
Outstanding Registered Debt Securities of such series are registered at the
close of business on a subsequent record date established by notice given by
mail by or on behalf of the Company to the holders of such Registered Debt
Securities not less than 15 days preceding such subsequent record date, such
record date to be not less than five days preceding the date of payment of such
defaulted interest; and provided further that if the Company shall defer the
payment of interest as contemplated in Section 2.12, such deferred interest, if
payable on an interest payment date at the end of the applicable Extension
Period, shall be paid to the Persons in whose names Outstanding Debt Securities
of such series are registered at the close of business on the record date
immediately prior to such interest payment date. Except as otherwise specified
as contemplated by Section 2.02 for Registered Debt Securities of a particular
series, the term "record date" as used in this Section 2.04 with respect to any
regular interest payment date shall mean the last day of the calendar month
preceding such interest payment date if such interest payment date is the
fifteenth day of the calendar month, and shall mean the fifteenth day of the
calendar month preceding such interest payment date if such interest payment
date is the first day of a calendar month, whether or not such day shall be a
Business Day.

     Section 2.05. EXECUTION OF DEBT SECURITIES. The Debt Securities and, if
applicable, the Coupons appertaining thereto, shall be signed in the name and on
behalf of the Company by the manual or facsimile signature of any of its
Presidents, its Chairman of the Board of Directors, its Chief Financial Officer,
or its Senior Vice President-Corporate Treasury and Global Funding Operation,
under its corporate seal (which may be printed, engraved or otherwise reproduced
thereon, by facsimile or




                                       13
<PAGE>

otherwise) attested by the manual or facsimile signature of the Secretary or any
Assistant Secretary of the Company. Only such Debt Securities as shall bear
thereon a certificate of authentication substantially in the form herein
recited, executed by the Trustee, shall be entitled to the benefits of this
Indenture or be valid or obligatory for any purpose. Such certificate by the
Trustee upon any Debt Security executed by the Company shall be conclusive
evidence that the Debt Security so authenticated has been duly authenticated and
delivered hereunder and that the holder is entitled to the benefits of this
Indenture.

     In case any officer of the Company who shall have signed any of the Debt
Securities or Coupons, if any, shall cease to be such officer before the Debt
Securities or Coupons so signed (or the Debt Securities to which the Coupons so
signed appertain) shall have been authenticated and delivered by the Trustee, or
disposed of by the Company, such Debt Securities or Coupons nevertheless may be
authenticated and delivered or disposed of as though the Person who signed such
Debt Securities or Coupons had not ceased to be such officer of the Company; and
any Debt Security or Coupon may be signed on behalf of the Company by such
Persons as, at the actual date of such Debt Security or Coupon, shall be the
proper officers of the Company, although at the date of the execution of this
Indenture any such Person was not such an officer.

     Section 2.06. EXCHANGE AND REGISTRATION OF TRANSFER OF DEBT SECURITIES.
Registered Debt Securities of any series (other than a Registered Global Debt
Security, except as set forth below) may be exchanged for a like aggregate
principal amount of Registered Debt Securities of the same series of other
authorized denominations. Unregistered Debt Securities will not be issuable in
exchange for Registered Debt Securities.

     Unregistered Debt Securities of any series (with all unmatured Coupons, if
any, and all matured Coupons, if any, then in default, attached thereto) may be
exchanged for Registered Debt Securities of the same series, tenor and terms of
any authorized denominations and in an equal aggregate principal amount.
Unregistered Debt Securities surrendered in exchange for Registered Debt
Securities after the close of business on (i) any record date with respect to
any regular payment of interest and before the opening of business at such
office on the relevant interest payment date or (ii) any record date to be
established for the payment of defaulted interest and before the opening of
business on the related proposed date for payment of defaulted interest, shall
be surrendered without the Coupon relating to such date for payment of interest.

     Debt Securities to be exchanged pursuant to the preceding two paragraphs
shall be surrendered, at the option of the holders thereof, either at the office
or agency designated and maintained by the Company for such purpose in the
Borough of Manhattan, The City of New York in accordance with the provisions of
Section 4.02 or at any of such other offices or agencies as may be designated
and maintained by the Company for such purpose in accordance with the provisions
of Section 4.02, and the Company shall execute and register and the Trustee
shall authenticate and deliver in exchange therefor the Debt Security or Debt
Securities which the Holder making the exchange shall be entitled to receive.
Each Person designated by the Company pursuant to the provisions of Section 4.02
as a Person authorized to register and register transfer of the Debt Securities
is sometimes herein referred to as a "Debt Security registrar."

     Unregistered Debt Securities in definitive form of any series will be
exchangeable for Unregistered Debt Securities in definitive form of the same
series in other authorized denominations, in an equal aggregate principal
amount. Unregistered Debt Securities to be so exchanged shall be surrendered, at
the option of the holders thereof, either at the office or agency designated and
maintained by the Company for such purpose outside the United States in
accordance with the provisions of Section 4.02, or at the office of any agent
appointed by the Company to perform such service, and the Company shall execute
and the Trustee shall authenticate and deliver, or cause to be authenticated and
delivered, in exchange therefor the Unregistered Debt Security or Debt
Securities which the Holder making the exchange shall be entitled to receive.



                                       14
<PAGE>


     The Company shall keep, at each such office or agency, a register for each
series of Registered Debt Securities issued hereunder (the registers of all Debt
Security registrars being herein sometimes collectively referred to as the "Debt
Security register" or the "registry books of the Company") in which, subject to
such reasonable regulations as it may prescribe, the Company shall register
Registered Debt Securities and shall register the transfer of Registered Debt
Securities as provided in this Article Two. The Debt Security register shall be
in written form or in any other form capable of being converted into written
form within a reasonable time. At all reasonable times the Debt Security
register shall be open for inspection by the Trustee and any Debt Security
registrar other than the Trustee. Upon due presentment for registration of
transfer of any Registered Debt Security of any series at any designated office
or agency, the Company shall execute and register and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new
Registered Debt Security or Registered Debt Securities of the same series for an
equal aggregate principal amount. Registration or registration of transfer of
any Registered Debt Security by any Debt Security registrar in the registry
books of the Company maintained by such Debt Security registrar, and delivery of
such Registered Debt Security, duly authenticated, shall be deemed to complete
the registration or registration of transfer of such Registered Debt Security.

     The Company will at all times designate one Person (who may be the Company
and who need not be a Debt Security registrar) to act as repository of a master
list of names and addresses of the holders of the Registered Debt Securities.
The Company shall act as such repository unless and until some other Person is,
by written notice from the Company to the Trustee and each Debt Security
registrar, designated by the Company to act as such. The Company shall cause
each Debt Security registrar to furnish to such repository, on a current basis,
such information as to all registrations of transfer and exchanges effected by
such registrar, as may be necessary to enable such repository to maintain such
master list on as current a basis as is practicable.

     No Person shall at any time be designated as or act as a Debt Security
registrar unless such Person is at such time empowered under applicable law to
act as such and duly registered to act as such under and to the extent required
by applicable law and regulations.

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

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

     The Company shall not be required (i) to issue, register the transfer of or
exchange Debt Securities to be redeemed for a period of fifteen calendar days
preceding the first publication of the relevant notice of redemption, or if
Registered Debt Securities are Outstanding and there is no publication, the
mailing of the relevant notice of redemption, or (ii) to register the transfer
of or exchange any Registered Debt Securities selected for redemption, in whole
or in part, except the unredeemed portion of any such Registered Debt Securities
being redeemed in part, or (iii) to exchange any Unregistered Debt Securities
selected for redemption except that such Unregistered Debt Securities may be
exchanged for Registered Debt Securities of like tenor, provided that such
Registered Debt Securities shall be simultaneously surrendered for redemption or
(iv) to register the transfer of or exchange any Debt Securities surrendered for
optional repayment, in whole or in part.


                                       15
<PAGE>

     Unregistered Debt Securities and any Coupons appertaining thereto will be
transferable by delivery.

     Notwithstanding any other provision of this Section 2.06, unless and until
it is exchanged in whole or in part for Debt Securities in definitive registered
form, a Registered Global Debt Security representing all or a portion of the
Debt Securities of a series may not be transferred except as a whole by the
Depositary or the Common Depositary for such series to a nominee of such
Depositary or Common Depositary or by a nominee of such Depositary or Common
Depositary to such Depositary or Common Depositary or another nominee of such
Depositary or Common Depositary or any such nominee to a successor Depositary or
Common Depositary for such series or a nominee of such successor Depositary or
Common Depositary.

     If at any time the Depositary for the Debt Securities of a series notifies
the Company that it is unwilling or unable to continue as Depositary for the
Debt Securities of such series or if at any time the Depositary for Debt
Securities of a series shall no longer be registered or in good standing under
the Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, the Company shall appoint a successor Depositary registered and in
good standing as aforesaid with respect to the Debt Securities of such series.
If a successor Depositary for the Debt Securities of such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, the Company will execute and the Trustee,
upon receipt of an Officers' Certificate for the authentication and delivery of
definitive Debt Securities of such series, will authenticate and deliver Debt
Securities of such Tranche in definitive registered form without Coupons, in any
authorized denominations, in an aggregate principal amount equal to the
aggregate principal amount of the Registered Global Debt Security or Debt
Securities representing such Registered Debt Securities in exchange for such
Registered Global Debt Security or Debt Securities.

     The Company may at any time and in its sole discretion, subject to the
procedures of the Depositary, determine that Registered Debt Securities issued
in the form of one or more Registered Global Debt Securities shall no longer be
represented by a Registered Global Debt Security or Debt Securities. In such
event the Company will execute and the Trustee, upon receipt of an Officers'
Certificate for the authentication and delivery of definitive Debt Securities,
will authenticate and deliver Debt Securities of the same series in definitive
registered form without Coupons, in any authorized denominations, in an
aggregate principal amount equal to the aggregate principal amount of the
Registered Global Debt Security or Debt Securities in exchange for such
Registered Global Debt Security or Debt Securities.

     If specified by the Company pursuant to Section 2.02 with respect to Debt
Securities represented by a Registered Global Debt Security, the Depositary for
such Registered Global Debt Security may surrender such Registered Global Debt
Security in exchange in whole or in part for Debt Securities of the same series
in definitive registered form on such terms as are acceptable to the Company and
such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge:

          (i) to the Person specified by such Depositary, a new Registered Debt
     Security or Debt Securities of the same series, of any authorized
     denominations as requested by such Person, in an aggregate principal amount
     equal to and in exchange for such Person's beneficial interest in the
     Registered Global Debt Security; and


                                       16
<PAGE>

          (ii) to such Depositary or the Common Depository therefor, a new
     Registered Global Debt Security in a denomination equal to the difference,
     if any, between the principal amount of the surrendered Registered Global
     Debt Security and the aggregate principal amount of Registered Debt
     Securities authenticated and delivered pursuant to clause (i) above.

     Upon the exchange of a Registered Global Debt Security for Debt Securities
in definitive registered form without Coupons, in authorized denominations, in
an aggregate principal amount equal to the principal amount of such Registered
Global Debt Security, such Registered Global Debt Security shall be canceled by
the Trustee or an agent of the Company or the Trustee. Debt Securities in
definitive registered form without Coupons issued in exchange for a Registered
Global Debt Security pursuant to this Section 2.06 shall be registered in such
names and in such authorized denominations as the Depositary for such Registered
Global Debt Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee or an agent of the Company
or the Trustee. The Trustee or such agent shall deliver such Debt Securities to
or as directed by the Persons in whose names such Debt Securities are so
registered.

     Notwithstanding anything herein or in the terms of any Debt Securities to
the contrary, none of the Company, the Trustee or any agent of the Company or
the Trustee (any of which, other than the Company, shall be entitled to rely on
an Officers' Certificate and an Opinion of Counsel) shall be required to
exchange any Unregistered Debt Security for a Registered Debt Security if such
exchange could result in adverse United States Federal income tax consequences
to the Company (such as, for example, the inability of the Company to deduct
from its income, as computed for United States Federal income tax purposes, the
interest payable on the Unregistered Debt Securities) under then applicable
United States Federal income tax laws, as determined by the Company.

     Section 2.07. MUTILATED, DESTROYED, LOST OR STOLEN DEBT SECURITIES. In case
any temporary or definitive Debt Security or any Coupon appertaining to any Debt
Security shall become mutilated or be destroyed, lost or stolen, the Company in
the case of a mutilated Debt Security or Coupon shall, and in the case of a
lost, stolen, or destroyed Debt Security may in its discretion, execute and,
upon the written request or authorization of any officer of the Company, the
Trustee shall authenticate and deliver a new Debt Security or Coupon of the same
series, as bearing a number not contemporaneously Outstanding, in exchange and
substitution for the mutilated Debt Security or Coupon, or in lieu of and in
substitution for the Debt Security or Coupon so destroyed, lost or stolen with
(in the case of mutilated, lost, stolen or destroyed Debt Securities) Coupons
corresponding to the Coupons appertaining to such Debt Securities. In every case
the applicant for a substituted Debt Security or Coupon shall furnish to the
Company and to the Trustee such security or indemnity as may be required by them
to save each of them harmless, and, in every case of destruction, loss or theft,
the applicant shall also furnish to the Company and to the Trustee evidence to
their satisfaction of the destruction, loss or theft of such Debt Security or
Coupon and of the ownership thereof.

     Upon the issuance of any substituted Debt Security or Coupon, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith. In case any Debt Security or Coupon which has
matured or is about to mature shall become mutilated or be destroyed, lost or
stolen, the Company may, instead of issuing a substituted Debt Security or
Coupon, pay or authorize the payment of the same (without surrender thereof
except in the case of a mutilated Debt Security or Coupon) if the applicant for
such payment shall furnish to the Company and to the Trustee such security or
indemnity as may be required by them to save each of them harmless and, in case
of destruction, loss or theft, evidence satisfactory to the Company and the
Trustee of the destruction, loss or theft of such Debt Security or Coupon and
the ownership thereof.


                                       17
<PAGE>

     Every substituted Debt Security or Coupon issued pursuant to the provisions
of this Section 2.07 by virtue of the fact that any Debt Security or Coupon is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Debt Security or
Coupon shall be found at any time, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Debt
Securities or Coupons of the same series duly issued hereunder. All Debt
Securities and Coupons shall be held and owned upon the express condition that
the foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Debt Securities and Coupons and
shall preclude (to the extent lawful) any and all other rights or remedies with
respect to the replacement or payment of negotiable instruments or other
securities without their surrender.

     Section 2.08. TEMPORARY DEBT SECURITIES. Pending the preparation of
definitive Debt Securities of any series or Tranche, the Company may execute and
the Trustee shall authenticate and deliver temporary Debt Securities (printed,
lithographed or typewritten). Temporary Debt Securities shall be issuable in any
authorized denomination and substantially in the form of the definitive Debt
Securities in lieu of which they are issued, but with such omissions, insertions
and variations as may be appropriate for temporary Debt Securities, all as may
be determined by the Company. Every such temporary Debt Security shall be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with the same effect, as the definitive Debt Securities in lieu
of which they are issued. Without unreasonable delay, the Company will execute
and deliver to the Trustee definitive Debt Securities of such series or Tranche
and thereupon any or all temporary Debt Securities of such series or Tranche may
be surrendered in exchange therefor, at the option of the holders thereof,
either at the office or agency to be designated and maintained by the Company
for such purpose in the Borough of Manhattan, The City of New York in accordance
with the provisions of Section 4.02 or at any of such other offices or agencies
as may be designated and maintained by the Company for such purpose in
accordance with the provisions of Section 4.02, and the Trustee shall
authenticate and deliver in exchange for such temporary Debt Securities an equal
aggregate principal amount of definitive Debt Securities of the same Tranche
and, in the case of Unregistered Debt Securities, having attached thereto any
appropriate Coupons. Such exchange shall be made by the Company at its own
expense and without any charge therefor. Until so exchanged, the temporary Debt
Securities of a series or Tranche shall in all respects be entitled to the same
benefits under this Indenture as definitive Debt Securities of the same series
or Tranche authenticated and delivered hereunder, unless otherwise established
pursuant to Section 2.02. The provisions of this Section 2.08 are subject to any
restrictions or limitations on the issue and delivery of temporary Unregistered
Debt Securities that may be established pursuant to Section 2.01 or 2.02
(including any provision that such Unregistered Debt Securities initially be
issued in the form of a single global Unregistered Debt Security to be delivered
to a depositary located outside the United States and the procedures pursuant to
which definitive or global Unregistered Debt Securities would be issued in
exchange for such temporary global Unregistered Debt Security).

     Section 2.09. CANCELLATION OF DEBT SECURITIES PAID, ETC. All Debt
Securities and Coupons surrendered for the purpose of payment, redemption,
repayment, exchange or registration of transfer shall, if surrendered to the
Company, any Debt Security registrar, any paying agent or any other agent of the
Company or of the Trustee, be delivered to the Trustee and promptly canceled by
it, or, if surrendered to the Trustee, shall be promptly canceled by it, and no
Debt Securities or Coupons shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture. All canceled Debt
Securities and Coupons held by the Trustee shall be disposed of by the Trustee
in accordance with the Trustee's customary procedures or at the written request
of the Company, the Trustee shall deliver canceled Debt Securities and Coupons
to the Company. If the Company shall acquire any of the Debt Securities or
Coupons, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Debt Securities or Coupons
unless and until the same are delivered to the Trustee for cancellation.



                                       18
<PAGE>

     Section 2.10. COMPUTATION OF INTEREST. Except as otherwise specified as
contemplated by Section 2.02 for Debt Securities of any series, interest on the
Debt Securities of each series shall be computed on the basis of a 360-day year
of twelve 30-day months.

     Section 2.11. REOPENING OF TRANCHES AND SERIES. All Debt Securities
included in any one series need not be issued by the Company at the same time.
Unless otherwise provided, a series may be reopened for issuances of additional
Debt Securities upon written order of the Company in accordance with Section
2.03 of this Indenture with respect to such additional Debt Securities.

     Section 2.12. DEFERRALS OF INTEREST PAYMENTS. If so specified in the terms
of the Debt Securities of a particular series, the Company shall have the right,
subject to the terms and with such modifications as may be included in the terms
of the Debt Securities of said series, at any time and from time to time while
such Debt Securities are Outstanding, to defer the payment of interest on such
Debt Securities for such period or periods as may be specified in accordance
with the terms of such Debt Securities (each, an "Extension Period"), with the
effect that no interest payments for the applicable interest period or periods
shall be due or payable with respect to such Debt Securities until the end of
such Extension Period and any permitted extensions thereof. Promptly after
receipt by the Trustee of notice from the Company, in accordance with the terms
of the Debt Securities of such series, of its election to begin any Extension
Period, the Trustee shall forward such notice of the Company's election to begin
any such Extension Period to the holders of Registered Debt Securities of the
applicable series.

                                 ARTICLE THREE

                 REDEMPTION OF DEBT SECURITIES; REPAYMENT AT THE
                              OPTION OF THE HOLDER

     Section 3.01. APPLICABILITY OF ARTICLE. The provisions of this Article
Three shall be applicable, as the case may be, to any Debt Securities which are
redeemable or subject to repayment at the option of the Holder before their
maturity except as otherwise specified as contemplated by Section 2.02 for any
series of Debt Securities.

     Section 3.02. NOTICE OF REDEMPTION; SELECTION OF DEBT SECURITIES. In case
the Company shall desire to exercise any right to redeem all, or, as the case
may be, any part of, the Debt Securities of any series in accordance with their
terms, it shall fix a date for redemption. Notice of redemption to the holders
of Registered Debt Securities of any series to be redeemed as a whole or in part
at the option of the Company shall be given by mailing notice of such redemption
by first class mail, postage prepaid, at least 30 days and not more than 60 days
prior to the date fixed for redemption to such holders at their last addresses
as they shall appear upon the registry books of the Company and to the Trustee.
Notice of redemption to the holders of Unregistered Debt Securities to be
redeemed as a whole or in part who have filed their names and addresses with the
Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 shall
be given by mailing notice of such redemption, by first class mail, postage
prepaid, at least 30 days and not more than 60 days prior to the date fixed for
redemption, to such holders at such addresses as were so furnished to the
Trustee (and, in the case of any such notice given by the Company, the Trustee
shall make such information available to the Company for such purpose). Notice
of redemption to all other holders of Unregistered Debt Securities shall be
published in an Authorized Newspaper in the Borough of Manhattan, The City of
New York, in an Authorized Newspaper in London and, if any such Unregistered
Debt Securities are listed on the Luxembourg Stock Exchange, in an Authorized
Newspaper in Luxembourg, in each case, once in each of three successive calendar
weeks, the first publication to be not less than 30 nor more than 60 days prior
to the date fixed for redemption. Any notice if given in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the holder receives such notice. In any case, failure to give notice or any
defect in the notice to the holder of any Debt Security of a series designated
for redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Debt Security of such series.


                                       19
<PAGE>

     Each such notice of redemption shall specify the date fixed for redemption,
the redemption price at which the Debt Securities of such series or Tranche are
to be redeemed, the place or places of payment, that payment will be made upon
presentation and surrender of such Debt Securities and, in the case of Debt
Securities issued with Coupons, of all Coupons appertaining thereto maturing
after the date fixed for redemption, that any interest accrued to the date fixed
for redemption will be paid as specified in said notice, and that on and after
said date any interest thereon or on the portions thereof to be redeemed will
cease to accrue. If less than all the Debt Securities of a series are to be
redeemed, the notice of redemption shall specify the number or numbers of the
Debt Securities to be redeemed. In case any Debt Security is to be redeemed in
part only, the notice of redemption shall state the portion of the principal
amount thereof to be redeemed and shall state that on and after the date fixed
for redemption, upon surrender of such Debt Security, a new Debt Security or
Debt Securities of the same series in principal amount equal to the unredeemed
portion thereof, together with any unmatured Coupons appertaining thereto, will
be issued.

     Prior to the redemption date specified in the notice of redemption given as
provided in this Section 3.02, the Company will deposit with the Trustee or with
one or more paying agents (or if the Company is acting as its own paying agent,
shall segregate and hold in trust as provided in Section 4.04) an amount of
money sufficient to redeem on the redemption date all the Debt Securities or
portions thereof so called for redemption, together with accrued interest to the
date fixed for redemption. If less than all the Debt Securities of a series are
to be redeemed, the Company will give the Trustee notice not less than 60 days
prior to the redemption date as to the aggregate principal amount of Debt
Securities of such series to be redeemed, and the Trustee shall select or cause
to be selected, in such manner as in its sole discretion it shall deem
appropriate and fair, the Debt Securities or portions thereof to be redeemed.
Unless otherwise provided with respect to a series of Debt Securities, Debt
Securities of a series may be redeemed in part only in multiples of the smallest
authorized denomination of that series.

     Section 3.03. PAYMENT OF DEBT SECURITIES CALLED FOR REDEMPTION. If notice
of redemption has been given as provided in Section 3.02, the Debt Securities or
portions of Debt Securities of the series with respect to which such notice has
been given shall become due and payable on the date and at the place or places
stated in such notice at the applicable redemption price, together with any
interest accrued to the date fixed for redemption, and on and after said date
any interest on the Debt Securities or portions of Debt Securities of such
series so called for redemption shall cease to accrue, and the unmatured
Coupons, if any, appertaining thereto shall be void (unless the Company shall
fail to make payment of such Debt Securities or portions of such Debt
Securities, together with any interest accrued to said date). On presentation
and surrender of such Debt Securities at a place of payment in said notice
specified, together with all Coupons, if any, appertaining thereto maturing
after the date fixed for redemption, the said Debt Securities or the specified
portions thereof shall be paid and redeemed by the Company at the applicable
redemption price, together with any interest accrued thereon (including any
Additional Interest) to the date fixed for redemption; PROVIDED, HOWEVER, that
payment of interest becoming due on or prior to the date fixed for redemption
shall be payable in the case of Debt Securities with Coupons attached thereto,
to the Holders of the Coupons for such interest upon surrender thereof, and in
the case of Registered Debt Securities, to the holders of such Registered Debt
Securities registered as such on the relevant record date subject to the terms
and provisions of Sections 2.02 and 2.04.

     If any Debt Security issued with Coupons is surrendered for redemption and
is not accompanied by all appurtenant Coupons maturing after the date fixed for
redemption and all matured Coupons, if any, then in default, the surrender of
such missing Coupon or Coupons may be waived by the Company and the Trustee, if
there be furnished to each of them such security or indemnity as they may
require to save each of them harmless.



                                       20
<PAGE>

     Upon presentation of any Debt Security redeemed in part only, the Company
shall execute and the Trustee shall authenticate and deliver to the holder
thereof, at the expense of the Company, a new Debt Security or Debt Securities
of the same series, of authorized denominations, together with all unmatured
Coupons, if any, and all matured Coupons, if any, then in default appertaining
thereto, in aggregate principal amount equal to the unredeemed portion of the
Debt Security so presented.

     Section 3.04. REPAYMENT AT THE OPTION OF THE HOLDER. Any series of Debt
Securities may be made, by provision contained in or established pursuant to a
supplemental indenture or a resolution of the Board of Directors pursuant to
Section 2.02, subject to repayment, in whole or in part, at the option of the
Holder on a date or dates specified prior to maturity, at a price equal to 100%
of the principal amount thereof, together with accrued interest to the date of
repayment or, in the case of Original Issue Discount Debt Securities, at a price
equal to 100% of the accreted principal amount thereof to the date of such
repayment, on such notice as may be required; PROVIDED, HOWEVER, that the holder
of a Debt Security may only elect partial repayment in an amount that will
result in the portion of such Debt Security that will remain Outstanding after
such repayment constituting an authorized denomination, or combination thereof,
of such Debt Securities.

                                  ARTICLE FOUR

                       PARTICULAR COVENANTS OF THE COMPANY

     Section 4.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Company
covenants and agrees for the benefit of all holders of Debt Securities issued
hereunder that it will duly and punctually pay or cause to be paid the principal
of, premium, if any, and interest, if any, on all such Debt Securities (for all
purposes herein, references to interest shall include any Additional Interest
and any additional amounts payable pursuant to the terms of such Debt
Securities) at the places, at the respective times and in the manner provided in
such Debt Securities, in the Coupons, if any, appertaining thereto, and in this
Indenture. The interest on Debt Securities issued with Coupons (together with
any additional amounts payable pursuant to the terms of such Debt Securities)
shall be payable only upon presentation and surrender of the several Coupons for
such interest installments as are evidenced thereby as they severally mature. If
any temporary Unregistered Debt Security provides that interest thereon may be
paid while such Debt Security is in temporary form, the interest on any such
temporary Unregistered Debt Security (together with any additional amounts
payable pursuant to the terms of such Debt Security) shall be paid, as to the
installments of interest evidenced by Coupons attached thereto, if any, only
upon presentation and surrender thereof, and, as to the other installments of
interest, if any, only upon presentation of such Debt Securities for notation
thereon of the payment of such interest, in each case subject to any
restrictions that may be established pursuant to Section 2.02.

     Section 4.02. OFFICES FOR NOTICES AND PAYMENTS, ETC. Unless otherwise
provided with respect to a series of Debt Securities, as long as any Registered
Debt Securities remain Outstanding hereunder, the Company will designate and
maintain in the Borough of Manhattan, The City of New York an office or agency
where such Registered Debt Securities may be presented for payment, and where
such Debt Securities may be presented for registration of transfer and for
exchange as in this Indenture provided.

     The Company will maintain one or more offices or agencies in a city or
cities located outside the United States (including any city in which such an
agency is required to be maintained under the rules of any stock exchange on
which any of the Debt Securities are listed) where any Unregistered



                                       21
<PAGE>

Debt Securities issued hereunder and Coupons, if any, appertaining thereto may
be presented for payment. No payment on any Unregistered Debt Security or Coupon
will be made upon presentation of such Unregistered Debt Security or Coupon at
an agency of the Company within the United States nor will any payment be made
by transfer to an account in, or by check mailed to an address in, the United
States unless pursuant to applicable United States laws and regulations then in
effect such payment can be made without adverse consequences to the Company.
Notwithstanding the foregoing, payments in Dollars on Unregistered Debt
Securities and Coupons appertaining thereto may be made at an agency of the
Company maintained in the Borough of Manhattan, The City of New York if such
payment in Dollars at each agency maintained by the Company outside the United
States for payment on such Unregistered Debt Securities is illegal or
effectively precluded by exchange controls or other similar restrictions.

     Interest on Registered Debt Securities may at the option of the Company be
paid by check mailed to the Persons entitled thereto at their respective
addresses as such appear on the registry books of the Company, or, at the option
of any Holder of $5,000,000 (or the equivalent thereof in a Specified Currency)
or more aggregate principal amount of Registered Debt Securities of any series
or Tranche and subject to applicable laws and regulations, be made by wire
transfer to an account denominated in the currency in which such payment is to
be made, maintained by such holder, if appropriate wire transfer instructions
have been received by the Company or its agent not less than fifteen days prior
to the applicable interest payment date.

     Interest on Unregistered Debt Securities and the Coupons appertaining
thereto shall be made upon presentation of such Debt Securities or Coupons,
subject to applicable laws and regulations, at the designated offices of such
paying agents outside of the United States as the Company may designate from
time to time. Payments on Unregistered Debt Securities or the Coupons
appertaining thereto will, upon presentation of such Debt Securities or Coupons,
at the Holder's option and subject to applicable laws and regulations, be made
by check or by wire transfer to an account denominated in the currency in which
such payment is to be made, maintained by such Holder with a bank outside the
United States, if appropriate wire transfer instructions have been received by
the Company or its agent not less than fifteen days prior to the applicable
interest payment date.

     The Company will maintain in the Borough of Manhattan, The City of New York
an office or agency where notices and demands to or upon the Company in respect
of any Debt Securities issued hereunder, the Coupons appertaining thereto or
this Indenture may be served.

     The Company may from time to time designate one or more additional offices
or agencies where Debt Securities and any Coupons appertaining thereto may be
presented for payment, where Debt Securities may be presented for exchange as
provided in this Indenture and pursuant to Section 2.02 and where Registered
Debt Securities may be presented for registration of transfer as in this
Indenture provided, and the Company may from time to time rescind any such
designation, as the Company may deem desirable or expedient; PROVIDED, HOWEVER,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain the agencies provided for in this Section 4.02.
The Company will give to the Trustee prompt written notice of any such
designation or rescission thereof.

     The Company will give to the Trustee written notice of the location of each
such office or agency and of any change of location thereof. In case the Company
shall fail to maintain any such office or agency in the Borough of Manhattan,
The City of New York or shall fail to give such notice of the location or of any
change in the location thereof, presentations and demands may be made and
notices may be served at the principal office of the Trustee.



                                       22
<PAGE>

     The Company hereby designates the office of the Company located at 335
Madison Avenue, New York, New York 10017 as the office or agency of the Company
in the Borough of Manhattan, The City of New York where Registered Debt
Securities may be presented for payment, for registration of transfer and for
exchange as in this Indenture provided and where notices and demands to or upon
the Company in respect of the Debt Securities or of this Indenture may be
served. The Company also designates the office of the Company located at 260
Long Ridge Road, Stamford, Connecticut 06927 as the office or agency of the
Company as the repository pursuant to Section 2.06 for the master list of the
names and addresses of the holders of Debt Securities.

     Section 4.03. APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.10, a successor Trustee, so
that there shall at all times be a Trustee with respect to all Debt Securities
issued hereunder.

     Section 4.04. PROVISION AS TO PAYING AGENT. (a) If the Company shall
appoint a paying agent other than the Trustee with respect to the Debt
Securities of any series or Tranche, it will cause such paying agent to execute
and deliver to the Trustee an instrument in which such agent shall agree with
the Trustee, subject to the provisions of this Section 4.04,

          (1) that it will hold all sums held by it as such agent for the
     payment of the principal of, premium, if any, or interest, if any, on such
     Debt Securities (whether such sums have been paid to it by the Company or
     by any other obligor on such Debt Securities) in trust for the benefit of
     the holders of such Debt Securities, or the Coupons appertaining thereto,
     if any;

          (2) that it will give the Trustee prompt notice of any failure by the
     Company (or by any other obligor on such Debt Securities) to make any
     payment of the principal of, premium, if any, or interest, if any, on such
     Debt Securities when the same shall be due and payable; and

          (3) that at any time during the continuance of any failure by the
     Company (or by any other obligor on such Debt Securities) specified in the
     preceding clause (2), such paying agent will, upon the written request of
     the Trustee, forthwith pay to the Trustee all sums so held in trust by it.

          (b) If the Company shall act as its own paying agent with respect to
the Debt Securities of any series, it will, on or before each due date of the
principal of, premium, if any, or interest, if any, on such Debt Securities, set
aside, segregate and hold in trust for the benefit of the holders of such Debt
Securities or the Coupons appertaining thereto, if any, a sum sufficient to pay
such principal, premium, if any, or interest, if any, so becoming due and will
promptly notify the Trustee of any failure to take such action and of any
failure by the Company (or by any other obligor on such Debt Securities) to make
any payment of the principal of, premium, if any, or interest, if any, on such
Debt Securities when the same shall become due and payable.

          (c) Anything in this Section 4.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge 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 any paying agent hereunder, as
required by this Section 4.04, such sums to be held by the Trustee upon the
trusts herein contained.

          (d) Anything in this Section 4.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 4.04 is subject to
Sections 12.03 and 12.04.


                                       23
<PAGE>

          (e) Whenever the Company shall have one or more paying agents with
respect to the Debt Securities of any series, it will, prior to each due date of
the principal of, premium, if any, or interest, if any, on the Debt Securities
of such series, deposit with a designated paying agent a sum sufficient to pay
the principal, premium, if any, and interest, if any, so becoming due, such sum
to be held in trust for the benefit of the Persons entitled to such principal,
premium, if any, or interest, if any, and (unless such paying agent is the
Trustee) the Company will promptly notify the Trustee of any failure so to act.

     Section 4.05. STATEMENT AS TO COMPLIANCE. The Company will furnish to the
Trustee on or before June 1 in each year (beginning with the first June 1 which
is not less than 60 days following the first date of issuance of any series or
Tranche of Debt Securities under this Indenture) a brief certificate (which need
not comply with Section 15.05) from the principal executive, financial or
accounting officer of the Company stating that in the course of the performance
by the signer of his duties as an officer of the Company he would normally have
knowledge of any default or non-compliance by the Company in the performance of
any covenants or conditions contained in this Indenture, stating whether or not
he has knowledge of any such default or non-compliance and, if so, specifying
each such default or non-compliance of which the signer has knowledge and the
nature thereof.

     Section 4.06. RESTRICTION ON DIVIDENDS AND DISTRIBUTIONS. The Company
covenants and agrees with each holder of Debt Securities subject to an Extension
Period that, unless otherwise specified in the Debt Securities of a particular
series or Tranche, (a) from the first interest payment date on which payment is
deferred in an Extension Period to the applicable date ending the deferral, or
(b) during any period that an Event of Default under any Debt Securities has
occurred and is continuing, the Company shall not, and shall not permit any
Subsidiary to, (i) declare or pay dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of the
Company's capital stock (which includes common and preferred stock), (ii) make
any payment of principal of or interest or premium on or repurchase or redeem
any other subordinated indebtedness of the Company that ranks pari passu with or
junior in interest to the Debt Securities, or (iii) make any guaranty payments
with respect to any subordinated guarantee of the Company of the indebtedness of
any Subsidiary of the Company if such guaranty ranks pari passu with or junior
in interest to the Debt Securities; PROVIDED, HOWEVER, that during any period,
including an Extension Period, the Company shall be permitted to: (a) declare or
pay dividends or distributions in Common Stock of the Company, (b) declare a
dividend in connection with the implementation of a stockholders' rights plan or
issue stock under any such plan in the future or redeem or purchase any such
rights pursuant thereto, and (c) purchase Common Stock related to the issuance
of Common Stock or rights under any of the Company's benefit plans for its
directors, officers or employees; and PROVIDED FURTHER that where Debt
Securities of different series are subject to Extension Periods terminating at
different times or in other circumstances where the payment of deferred interest
cannot be made simultaneously on all Debt Securities subject to an Extension
Period, the Company will be permitted to make payments of interest due on
particular Debt Securities at the end of the Extension Period with respect
thereto, but only if the amounts (not yet due and payable) that will be required
to be paid at the close of an Extension Period with respect to any other Debt
Securities have been deposited with the Trustee and held for application when
such amounts become due and payable. Any such amounts while on deposit with the
Trustee shall be invested in direct obligations of, or obligations guaranteed
by, the United States of America or in a money market fund utilized by the
Trustee for short term investment of funds at the direction of the Company. Any
excess funds over the final amount applied on the applicable payment date shall
be remitted to the Company.



                                       24
<PAGE>

ARTICLE FIVE

                           HOLDER LISTS AND REPORTS BY
                           THE COMPANY AND THE TRUSTEE

     Section 5.01. HOLDER LISTS. If and so long as the Trustee shall not be the
Debt Security registrar for any series of Registered Debt Securities, the
Company will furnish or cause to be furnished to the Trustee with respect to
each series of Registered Debt Securities issued hereunder a list in such form
as the Trustee may reasonably require of the names and addresses of the holders
of Registered Debt Securities of such series pursuant to Section 312 of the
Trust Indenture Act of 1939 (a) semiannually not more than 15 days after each
record date for the payment of interest in respect of the Registered Debt
Securities of such series, as of such record date, and on dates to be determined
pursuant to Section 2.02 for each series of non-interest bearing Registered Debt
Securities in each year and (b) at such other times as the Trustee may request
in writing, within 30 days after receipt by the Company of any such request, as
of a date not more than 15 days prior to the time such information is furnished.

     Section 5.02. REPORTS BY THE COMPANY. The Company covenants to file with
the Trustee, within 15 days after filing the same with the Securities and
Exchange Commission, copies of the annual reports and of the information,
documents and other reports that the Company may be required to file with the
Securities and Exchange Commission pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 or pursuant to Section 314 of the Trust
Indenture Act of 1939.

     Section 5.03. REPORTS BY THE TRUSTEE. Any Trustee's report required under
Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on or
before May 15 in each year beginning May 15, 2007, as provided in Section 313(c)
of the Trust Indenture Act of 1939, so long as any Debt Securities are
Outstanding hereunder, and shall be dated as of a date convenient to the Trustee
no more than 60 days prior thereto.

                                  ARTICLE SIX

                 EVENTS OF DEFAULT; REMEDIES OF THE TRUSTEE AND
                               DEBT SECURITYHOLDER

     Section 6.01. EVENTS OF DEFAULT. The term "Event of Default" whenever used
herein with respect to Debt Securities of any series means any one of the
following events and such other events as may be established with respect to the
Debt Securities of such series as contemplated by Section 2.02, continued for
the period of time, if any, and after the giving of notice, if any, designated
in this Indenture or as may be established with respect to such Debt Securities
as contemplated by Section 2.02, as the case may be, unless it is either
inapplicable or is specifically deleted or modified in the applicable resolution
of the Board of Directors or in the supplemental indenture under which such
series of Debt Securities is issued, as the case may be, as contemplated by
Section 2.02:

          (a) default in the payment of any installment of interest, including
     any Additional Interest, upon any Debt Security of such series as and when
     the same shall become due and payable (subject to deferral during any
     Extension Period, and, for the avoidance of doubt, other than solely by
     reason of a redemption of Debt Securities), and continuance of such default
     for a period of 30 days; or

          (b) default in the payment of the principal of any Debt Security of
     such series as and when the same shall become due and payable at its Stated
     Maturity; or


                                       25
<PAGE>

          (c) a decree or order by a court having jurisdiction in the premises
     shall have been entered adjudging the Company a bankrupt or insolvent, or
     approving as properly filed a petition seeking reorganization of the
     Company under the Federal Bankruptcy Code, and such decree and order shall
     have continued undischarged and unstayed for a period of 60 days; or a
     decree or order of a court having jurisdiction in the premises for the
     appointment of a receiver or liquidator or trustee or assignee (or other
     similar official) in bankruptcy or insolvency of the Company or of all or
     substantially all of its property, or for the winding up or liquidation of
     its affairs, shall have been entered, and such decree or order shall have
     continued undischarged and unstayed for a period of 60 days; or

          (d) the Company shall institute proceedings to be adjudicated a
     voluntary bankrupt, or shall consent to the filing of a bankruptcy
     proceeding against it, or shall file a petition or answer or consent
     seeking reorganization under the Federal Bankruptcy Code, or shall consent
     to the filing of any such petition, or shall consent to the appointment of
     a receiver or liquidator or trustee or assignee (or other similar official)
     in bankruptcy or insolvency of it or of all or substantially all of its
     property, or shall make an assignment for the benefit of creditors, or
     shall admit in writing its inability to pay its debts generally as they
     become due; or

          (e) any other Event or Default provided in the applicable resolution
     of the Board of Directors or in the supplemental indenture under which such
     series of Debt Securities is issued, as the case may be, as contemplated by
     Section 2.02.

     If an Event of Default with respect to Debt Securities of a particular
series at the time Outstanding occurs and is continuing, then and in each and
every case, unless the principal of all of the Debt Securities of such series
shall have already become due and payable, either the Trustee or the holders of
not less than twenty-five percent in aggregate principal amount of the Debt
Securities of such series then Outstanding hereunder, by notice in writing to
the Company (and to the Trustee if given by holders of such series), may declare
the principal amount (or, if the Debt Securities of such series are Original
Issue Discount Debt Securities, such portion of the principal amount as may be
specified in the certificates evidencing the Debt Securities of such series) of
all the Debt Securities of such series, together with accrued interest
(including any Additional Interest) to be due and payable immediately. Upon any
such declaration all Debt Securities of said series shall become and shall be
immediately due and payable, anything in this Indenture or in such Debt
Securities contained to the contrary notwithstanding. This provision, however,
is subject to the condition that if, at any time after the principal amount (or,
if such Debt Securities are Original Issue Discount Debt Securities, such
portion of the principal amount as may be specified in the certificates
evidencing the Debt Securities of such series) of the Debt Securities of any
series shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Company shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest (including Additional
Interest), if any, upon all such Debt Securities and the principal of, and
premium, if any, on any and all such Debt Securities which shall have become due
otherwise than by acceleration (with interest on overdue installments of
interest to the extent that payment of such interest is permitted under
applicable law) and on such principal at the Overdue Rate applicable to such
series, to the date of such payment or deposit) and all amounts payable to the
Trustee pursuant to the provisions of Section 7.06, and any and all failures by
the Company to perform its covenants and agreements under this Indenture with
respect to such series of Debt Securities, other than the nonpayment of
principal of and accrued interest on such Debt Securities which shall have
become due solely by acceleration, shall have been remedied or cured or waived
or provision shall have been made therefor to the satisfaction of the Trustee --
then and in every such case the holders of a majority in aggregate principal
amount of the Debt Securities of such series then Outstanding, by written notice
to the Company and to the Trustee, may waive all such defaults with respect to
such series and rescind and annul such declaration and its consequences; but no
such waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon.



                                       26
<PAGE>

     In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such rescission or annulment or for any other reason or shall have been
determined adversely to the Trustee, then and in every such case the Company and
the Trustee shall be restored respectively to their several positions and rights
hereunder, and all rights, remedies and powers of the Company, the Trustee and
the holders of Debt Securities shall continue as though no such proceedings had
been taken.

     Section 6.02. PAYMENT OF DEBT SECURITIES ON DEFAULT; SUIT THEREFOR. The
Company covenants that (a) in case default shall be made in the payment of any
installment of interest (including any Additional Interest) upon any Debt
Security as and when the same shall become due and payable (subject to deferral
during any Extension Period), and such default shall have continued for a period
of 30 days, (b) in case of failure to make payment of the principal of, or
premium, if any, on any Debt Security as and when the same shall become due and
payable, whether at maturity of such Debt Security or upon redemption or by
declaration, repayment or otherwise or (c) in case of failure to make or satisfy
any installment payment or analogous obligation when the same becomes due by the
terms of the Debt Securities of any series, then, upon demand of the Trustee,
the Company will pay to the Trustee, for the benefit of the holder of any such
Debt Security (or holders of any series of Debt Securities in the case of clause
(c) above) the whole amount that then shall have become due and payable on any
such Debt Security (or Debt Securities of any such series in the case of clause
(c) above) for principal, premium, if any, and interest (including any
Additional Interest), if any, with interest upon the overdue principal and
premium, if any, at the Overdue Rate applicable to any such Debt Security (or
Debt Securities of any such series in the case of clause (c) above) to the
extent that payment of such interest is permitted under applicable law; and, in
addition thereto, such further amount as shall be sufficient to cover costs and
expenses of collection, and any further amounts payable to the Trustee pursuant
to the provisions of Section 7.06. Nothing in this paragraph shall permit any
acceleration of amounts scheduled to become due and payable other than as
provided in Section 6.01.

     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 actions or proceedings 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 such Debt
Securities and collect in the manner provided by law out of the property of the
Company or any other obligor on such Debt Securities wherever situated the
moneys adjudged or decreed to be payable.

     In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Company or any other obligor on the Debt Securities of any
series under the Federal Bankruptcy Code or any other similar applicable Federal
or State law, or in case a receiver or trustee (or other similar official) shall
have been appointed for the property of the Company or such other obligor, or in
the case of any other similar judicial proceedings relative to the Company or
other obligor on any Debt Securities, or to the creditors or property of the
Company or such other obligor, the Trustee, irrespective of whether the
principal of any Debt Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 6.02,
shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of principal
(or, if any Debt Securities are Original Issue Discount Debt Securities, such
portion of the principal amount as may be due and payable with respect to such
Debt Securities pursuant to a declaration in accordance with Section 6.01),
premium, if any, and interest (including any Additional Interest), if any, owing
and unpaid in respect of any Debt


                                       27
<PAGE>

Securities and, in the case of any judicial proceedings, to file such proofs of
claim and other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee and of the Holders allowed in such judicial
proceedings relative to the Company or any other obligor on any Debt Securities,
its or their creditors, or its or their property, and to collect and receive any
moneys or other property payable or deliverable on any such claims, and to
distribute the same after the deduction of costs and expenses of collection, and
any further amounts payable to the Trustee pursuant to the provisions of Section
7.06 and incurred by it up to the date of such distribution; and any receiver,
assignee or trustee (or other similar official) in bankruptcy or reorganization
is hereby authorized by each of the Holders to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee costs and expenses of
collection and any further amounts payable to the Trustee pursuant to the
provisions of Section 7.06 and incurred by it up to the date of such
distribution.

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

     All rights of action and of asserting claims under this Indenture, or under
any Debt Securities or Coupons appertaining to such Debt Securities, may be
enforced by the Trustee without the possession of such Debt Securities or
Coupons or the production thereof in any trial or other proceeding relative
thereto, and any such suit or proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall be for the ratable benefit of the holders of the Debt Securities
or Coupons appertaining to such Debt Securities in respect of which such action
was taken. In any proceedings brought by the Trustee (and also any proceedings
in which a declaratory judgment of a court may be sought as to the
interpretation or construction of any provision of this Indenture, to which the
Trustee shall be a party), the Trustee shall be held to represent all the
holders of the Debt Securities or Coupons appertaining to such Debt Securities
to which such proceedings relate, and it shall not be necessary to make any
holders of such Debt Securities or Coupons appertaining to such Debt Securities
parties to any such proceedings.

     Section 6.03. APPLICATION OF MONEYS COLLECTED BY TRUSTEE. Any moneys
collected by the Trustee pursuant to this Article Six shall be applied in the
order following, at the date or dates fixed by the Trustee for the distribution
of such moneys, upon presentation of the several Debt Securities and Coupons
appertaining to such Debt Securities in respect of which moneys have been
collected, and the notation thereon of the payment if only partially paid, and
upon surrender thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee pursuant
         to the provisions of Section 7.06;

                  SECOND: Subject to Article Fourteen, in case the principal of
         the Outstanding Debt Securities in respect of which such moneys have
         been collected shall not have become due (at maturity, upon redemption,
         by declaration, repayment or otherwise) and be unpaid, to the payment
         of interest (including any Additional Interest), if any, on such Debt
         Securities, in the order of the maturity of the installments of such
         interest, with interest (to the extent that such interest has been
         collected by Trustee) upon the overdue installments of interest at the
         Overdue Rate applicable to such Debt Securities, such payments to be
         made ratably to the Persons entitled thereto;


                                       28
<PAGE>

                  THIRD: Subject to Article Fourteen, in case the principal of
         the Outstanding Debt Securities in respect of which such moneys have
         been collected shall have become due (at maturity, upon redemption, by
         declaration, repayment or otherwise), to the payment of the whole
         amount then owing and unpaid upon such Debt Securities for principal,
         premium, if any, and interest, if any, with interest on the overdue
         principal, premium, if any, and (to the extent that such interest has
         been collected by the Trustee) overdue installments of interest, if
         any, at the Overdue Rate applicable to such Debt Securities; and in
         case such moneys shall be insufficient to pay in full the whole amounts
         so due and unpaid upon such Debt Securities, then to the payment of
         such principal, premium, if any, and interest, if any, without
         preference or priority of principal and premium, if any, over interest,
         if any, or of interest, if any, over principal, and premium, if any, or
         of any installment of interest, if any, over any other installment of
         interest, if any, or of any such Debt Security over any other such Debt
         Security, ratably to the aggregate of such principal, premium, if any,
         and accrued and unpaid interest, if any; and

                  FOURTH: To the payment of the remainder, if any, to the
         Company, its successors or assigns, or to whosoever may be lawfully
         entitled to receive the same, or as a court of competent jurisdiction
         may direct.

     Section 6.04. PROCEEDINGS BY HOLDERS. No holder of any Debt Security or of
any Coupon appertaining thereto shall have any right by virtue of or by availing
of any provision of this Indenture to institute any suit, action or proceeding
to the extent lawful in equity or at law upon or under or with respect to this
Indenture or for the appointment of a receiver or trustee (or other similar
official), or for any other remedy hereunder, unless such holder previously
shall have given to the Trustee written notice of an Event of Default or of
non-compliance by the Company with a covenant or agreement with respect to which
the Trustee would be entitled to exercise remedies as permitted by Section 6.05
of this Indenture with respect to such series of Debt Securities and of the
continuance thereof, as hereinbefore provided, and unless also the holders of
not less than twenty-five percent in aggregate principal amount of the Debt
Securities of such series then Outstanding shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding, it being understood and intended,
and being expressly covenanted by the taker and holder of every Debt Security or
Coupon with every other taker and holder and the Trustee, that no one or more
holders of Debt Securities of such series or Coupons appertaining to such Debt
Securities shall have any right in any manner whatever by virtue of or by
availing of any provision of this Indenture to affect, disturb or prejudice the
rights of any other holder of Debt Securities of such series or Coupons
appertaining to such Debt Securities, or to obtain or seek to obtain priority
over or preference to any other such holder or to enforce any right under this
Indenture, except in the matter herein provided and for the equal, ratable and
common benefit of all holders of Debt Securities of such series and Coupons
appertaining to such Debt Securities.

Notwithstanding any other provisions in this Indenture, however, the right of
any holder of any Debt Security or Coupon to receive payment of the principal
of, premium, if any, and interest (including any Additional Interest), if any,
on such Debt Security or Coupon, on or after the respective due dates expressed
in such Debt Security or Coupon, or upon redemption, by declaration, repayment
or otherwise, or to institute suit for the enforcement of any such payment on or
after such respective dates or upon any such declaration, redemption, repayment,
or otherwise (except as provided in Section 6.01 with respect to a declaration)
in accordance with the terms of the applicable Debt Security, shall not be
impaired or affected without the consent of such holder, and no provision of the
Debt Securities of any series or Coupons appertaining to such Debt Securities or
of this Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest,



                                       29
<PAGE>

if any, on such Debt Securities and Coupons at the respective places,
at the respective times, at the respective rates and in the coin or currency,
therein and herein prescribed.

     Section 6.05. PROCEEDINGS BY TRUSTEE. In case of an Event of Default with
respect to a series of Debt Securities or non-compliance by the Company with a
covenant or agreement with respect to such series, with respect to which
non-compliance the Trustee shall have been given notice by the holders of at
least twenty-five percent in aggregate principal amount of Debt Securities of
such series Outstanding, the Trustee may in its discretion proceed to protect
and enforce the rights vested in it and the Holders by this Indenture with
respect to such series by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any of such rights, either by
suit in equity or by action at law or by proceeding in bankruptcy or otherwise,
whether for the specific enforcement of any covenant or agreement contained in
this Indenture or in aid of the exercise of any power granted in this Indenture,
or to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.

     Section 6.06. REMEDIES CUMULATIVE AND CONTINUING. All powers and remedies
given by this Article Six to the Trustee or to the holders of the Debt
Securities of any series shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any thereof or of any other powers and remedies
available to the Trustee or the holders of such Debt Securities, by judicial
proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture, and no delay or omission
of the Trustee or of any holder of any such Debt Securities to exercise any
right or power accruing upon any default or non-compliance occurring and
continuing as aforesaid shall impair any such right or power, or shall be
construed to be a waiver of any such default or non-compliance or an
acquiescence therein; and, subject to the provisions of Section 6.04, every
power and remedy given by this Article Six or by law to the Trustee or to the
holders of the Debt Securities of any series may be exercised from time to time,
and as often as shall be deemed expedient, by the Trustee or by the holders of
such Debt Securities.

     Section 6.07. DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY HOLDERS.
The holders of a majority in aggregate principal amount of the Debt Securities
of any series at the time Outstanding shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Debt Securities of such series; PROVIDED, HOWEVER, that (subject to the
provisions of Section 7.01) the Trustee shall have the right to decline to
follow any such direction if the Trustee, being advised by counsel, determines
that the action or proceeding so directed may not lawfully be taken or if the
Trustee in good faith by its board of directors or trustees, executive
committee, or a trust committee of directors or trustees and/or Responsible
Officers shall determine that the action or proceeding so directed would involve
the Trustee in personal liability. Prior to any declaration accelerating the
maturity of the Debt Securities of any series, the holders of a majority in
aggregate principal amount of such Debt Securities at the time Outstanding may
on behalf of the holders of all such Debt Securities waive any past default or
Event of Default or non-compliance with respect to such Debt Securities and its
consequences except a default or non-compliance in the payment of interest
(including any Additional Interest), if any, on, or the principal of or premium,
if any, on any Debt Security of such series or any Coupon appertaining thereto,
or in the payment of any installment or analogous obligation with respect to
such Debt Securities or Coupons, or in respect of a covenant or provision hereof
which under Section 10.02 cannot be modified or amended without the consent of
the holder of each Debt Security or Coupon affected. Upon any such waiver the
Company, the Trustee and the holders of such Debt Securities shall be restored
to their former position and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other Event of Default, default or
non-compliance or impair any right consequent thereon. Whenever any default,
Event of Default or non-compliance hereunder shall have been waived as permitted
by this Section 6.07, said default, Event of Default or non-compliance shall for
all purposes of the Debt Securities of such series and all Coupons appertaining
thereto and this Indenture be deemed to have been cured and to be not
continuing.



                                       30
<PAGE>


     Section 6.08. NOTICE OF DEFAULTS AND FAILURES. The Trustee shall, within 90
days after the occurrence of an Event of Default with respect to the Debt
Securities of any series or a non-compliance by the Company with any of its
covenants and agreements with respect to the Debt Securities of any series, give
notice of all Events of Default non-compliance, or other failures by the Company
with respect to its obligations hereunder (unless, with respect to the payment
of interest, interest is deferred as contemplated by Section 2.12) with respect
to that series known to a Responsible Officer of the Trustee (i) if any
Unregistered Debt Securities of that series are then Outstanding, to the holders
thereof and of all Coupons appertaining thereto, by publication at least once in
an Authorized Newspaper in the Borough of Manhattan, The City of New York at
least once in an Authorized Newspaper in London and, if any such Unregistered
Debt Securities are listed on the Luxembourg Stock Exchange, at least once in an
Authorized Newspaper in Luxembourg and (ii) to all holders of Debt Securities of
such series and of all Coupons appertaining thereto in the manner and to the
extent provided in Section 313(c) of the Trust Indenture Act of 1939, unless
such Events of Default or non-compliance shall have been cured before the giving
of such notice; PROVIDED, HOWEVER, that except in the case of failure to make
payment of the principal of, premium, if any, or interest (including any
Additional Interest), if any, on any of the Debt Securities of such series or in
the making of any installment payment or analogous obligation with respect to
such Debt Securities, the Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive committee, or a trust
committee of directors and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interest of the holders
of such Debt Securities and the Coupons appertaining thereto. For purposes of
this Section 6.08, the term "Events of Default" means events that would, with
the giving of notice or the passage of time, constitute events specified in
Section 6.01 or additional Events of Defaults established with respect to the
applicable Debt Securities as contemplated by Section 2.02.

     Section 6.09. UNDERTAKING TO PAY COSTS. All parties to this Indenture
agree, and each holder of any Debt Security or Coupon by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken, omitted or suffered by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section 6.09 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any holder of Debt Securities or group of such holders, holding in
the aggregate more than twenty-five percent in principal amount of the
Outstanding Debt Securities of such series or to any suit instituted by any
Holder for the enforcement of the payment of the principal of, premium, if any,
or interest (including any Additional Interest), if any, on any Debt Security on
or after the due date expressed in such Debt Security, on or after the date
fixed for redemption or repayment or after such Debt Security shall have become
due by declaration.

                                 ARTICLE SEVEN

                             CONCERNING THE TRUSTEE

     Section 7.01. DUTIES AND RESPONSIBILITIES OF TRUSTEE. With regard to the
holders of any series of Debt Securities issued hereunder, the Trustee, prior to
the occurrence of any Event of Default with respect to the Debt Securities of
such series or non-compliance with a covenant or other agreement with respect to
the Debt Securities of such series with respect to which the Trustee shall have
been given notice of such non-compliance by the holders of at least twenty-five
percent in aggregate


                                       31
<PAGE>

principal amount of the Debt Securities of such series at the time Outstanding,
and after the curing or waiving of all Events of Default and such
non-compliances which may have occurred with respect to such series, undertakes
to perform such duties and only such duties as are specifically set forth in
this Indenture. In case an Event of Default with respect to the Debt Securities
of a series has occurred (which has not been cured or waived) or a
non-compliance with a covenant or other agreement with respect to the Debt
Securities of a series has occurred (which has not been cured or waived), with
respect to which non-compliance the Trustee shall have been given notice by the
holders of at least twenty-five percent in aggregate principal amount of the
Debt Securities of such series at the time Outstanding, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture with
respect to such series, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

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

          (a) prior to the occurrence of an Event of Default with respect to the
     Debt Securities of a series or non-compliance with a covenant or other
     agreement with respect to the Debt Securities of a series, with respect to
     which non-compliance the Trustee shall have been given notice by the
     holders of at least twenty-five percent in aggregate principal amount of
     the Debt Securities of such series at the time Outstanding, and after the
     curing or waiving of all Events of Default and such non-compliances with
     respect to such series which may have occurred

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

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

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

          (c) the Trustee shall not be liable with respect to any action taken,
     omitted or suffered to be taken by it in good faith in accordance with the
     direction of the holders of Debt Securities of any series pursuant to
     Section 6.07 relating to the time, method and place of conducting any
     proceeding for any remedy available to the Trustee, or exercising any trust
     or power conferred upon the Trustee, under this Indenture with respect to
     such Debt Securities.

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


                                       32
<PAGE>

          The provisions of this Section 7.01 are in furtherance of and
subject to Section 315 of the Trust Indenture Act of 1939.

          Section 7.02. RELIANCE ON DOCUMENTS, OPINIONS, ETC. In furtherance of
and subject to the Trust Indenture Act of 1939, and subject to the provisions of
Section 7.01:

          (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 or
     other paper or document believed by it to be genuine and to have been
     signed or presented by the proper party or parties;

          (b) any request, direction, order or demand of the Company mentioned
     herein shall be sufficiently evidenced by an instrument signed in the name
     of the Company by any of its Presidents, its Chairman of the Board or any
     Vice President (including any Executive or Senior Vice President) or its
     Senior Vice President-Corporate Treasury and Global Funding Operation or
     its Controller (unless other evidence in respect thereof be herein
     specifically prescribed); and any resolution of the Board of Directors of
     the Company may be evidenced to the Trustee by a copy thereof certified by
     the Secretary, an Assistant Secretary or an Attesting Secretary of the
     Company;

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

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

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

          (f) the Trustee shall not be bound to make any inquiry or
     investigation into the facts or matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, note or other paper or document unless
     requested in writing so to do by the holders of a majority in aggregate
     principal amount of the Debt Securities of any series affected then
     Outstanding; PROVIDED, HOWEVER, that if the payment within a reasonable
     time to the Trustee of the costs and expenses or liabilities likely to be
     incurred by it in the making of such investigation is, in the opinion of
     the Trustee, not reasonably assured to the Trustee by the security
     conferred upon it by the terms of this Indenture, the Trustee may require
     reasonable indemnity against such costs, expenses or liabilities as a
     condition to so proceeding; and the reasonable expenses of such
     investigation shall be paid by the Company or, if paid by the Trustee,
     shall be repaid by the Company upon demand; and

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


                                       33
<PAGE>

     Section 7.03. NO RESPONSIBILITY FOR RECITALS, ETC. The recitals contained
herein and in the Debt Securities shall be taken as the statements of the
Company (except in the Trustee's certificates of authentication), and the
Trustee assumes no responsibility for the correctness of the same. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Debt Securities or Coupons; PROVIDED that the Trustee shall not be
relieved of its duty to authenticate Debt Securities only as authorized by this
Indenture. The Trustee shall not be accountable for the use or application by
the Company of any of the Debt Securities or of the proceeds thereof.

     Section 7.04. OWNERSHIP OF DEBT SECURITIES. The Trustee and any agent of
the Company or of the Trustee, in its individual or any other capacity, may
become the owner or pledgee of Debt Securities or Coupons with the same rights
it would have if it were not Trustee or such agent.

     Section 7.05. MONEYS TO BE HELD IN TRUST. Subject to the provisions of
Sections 4.04, 12.03 and 12.04, all moneys received by the Trustee or any paying
agent shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. Neither the Trustee nor any paying
agent shall be under any liability for interest on any moneys received by it
hereunder except such as it may agree in writing with the Company to pay
thereon. So long as no Event of Default or non-compliance with a covenant or
other agreement with respect to Debt Securities of a series, with respect to
which non-compliance the Trustee shall have been given notice by the holders of
at least twenty-five percent in aggregate principal amount of the Debt
Securities of such series at the time Outstanding, shall have occurred and be
continuing, all interest allowed on any such moneys shall be paid from time to
time upon the written order of the Company, signed by any of its Presidents, its
Chairman of the Board, or any Vice President (including any Executive or Senior
Vice President), the Senior Vice President-Corporate Treasury and Global Funding
Operation or Controller.

     Section 7.06. COMPENSATION AND EXPENSES OF TRUSTEE. The Company covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
and, except as otherwise expressly provided, the Company will pay or reimburse
the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all Persons not regularly in
its employ) except any such expense, disbursement or advance as may arise from
its negligence or bad faith. The Company also covenants to indemnify the Trustee
for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on the part of the Trustee, arising out of or in
connection with the acceptance or administration of this trust and its duties
hereunder, including the costs and expenses of defending itself against any
claim of liability in the premises. The obligations of the Company under this
Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the
Trustee for expenses, disbursements and advances shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture and shall apply with equal force and effect to the Trustee in its
capacity as Debt Security registrar, paying agent and transfer agent.

     Section 7.07. OFFICERS' CERTIFICATE AS EVIDENCE. Subject to the provisions
of Sections 7.01 and 7.02, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking, omitting or suffering any action to be
taken hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee, and such Certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, omitted or suffered by it under the
provisions of this Indenture upon the faith thereof.


                                       34
<PAGE>

     Section 7.08. INDENTURES NOT CREATING POTENTIAL CONFLICTING INTERESTS FOR
THE TRUSTEE. The following indenture is hereby specifically described for the
purposes of Section 310(b)(1) of the Trust Indenture Act of 1939: this Indenture
with respect to the Debt Securities of any other series.

     Section 7.09. ELIGIBILITY OF TRUSTEE. The Trustee hereunder shall at all
times be a corporation organized and doing business under the laws of the United
States or any State, which (a) is authorized under such laws to exercise
corporate trust powers and (b) is subject to supervision or examination by
Federal or State authority and (c) shall have at all times a combined capital
and surplus of not less than $10,000,000. If such corporation publishes reports
of condition at least annually, pursuant to law, or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 7.09, the combined capital and surplus of such corporation at any time
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section 7.09, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 7.10.

     The provisions of this Section 7.09 are in furtherance of and subject to
Section 310(a) of the Trust Indenture Act of 1939.

     Section 7.10. RESIGNATION OR REMOVAL OF TRUSTEE. The Trustee, or any
Trustee or Trustees hereafter appointed, may at any time resign with respect to
any one or more or all series of Debt Securities by giving written notice of
resignation to the Company and (i) if any Unregistered Debt Securities of a
series affected are then Outstanding, by giving notice of such resignation to
the holders thereof, by publication at least once in an Authorized Newspaper in
the Borough of Manhattan, The City of New York, at least once in an Authorized
Newspaper in London and, if any such Unregistered Debt Securities are listed on
the Luxembourg Stock Exchange, at least once in an Authorized Newspaper in
Luxembourg, (ii) if any Unregistered Debt Securities of a series affected are
then Outstanding, by mailing notice of such resignation to the holders thereof
who have filed their names and addresses with the Trustee pursuant to Section
313(c)(2) of the Trust Indenture Act of 1939, at such addresses as were so
furnished to the Trustee and (iii) by mailing notice of such resignation to the
holders of then Outstanding Registered Debt Securities of each series affected
at their addresses as they shall appear on the registry books of the Company.
Upon receiving such notice of resignation, the Company shall promptly appoint a
successor Trustee or Trustees with respect to the applicable series by written
instrument, in duplicate, executed in the name of and on behalf of the Company
by a duly authorized officer, one copy of which instrument shall be delivered to
the resigning Trustee and one copy to the successor Trustee. If no successor
Trustee shall have been so appointed with respect to any series and have
accepted appointment within 60 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, or any Holder who has
been a bona fide holder of a Debt Security or Debt Securities of the applicable
series for at least six months may, subject to the provisions of Section 6.09,
on behalf of himself and all others similarly situated, petition any such court
for the appointment of a successor Trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor
Trustee.

          (a) In case at any time any of the following shall occur --

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


                                       35
<PAGE>

          (2) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 7.09 and Section 310(a) of the Trust Indenture Act of
     1939 with respect to any series of Debt Securities and shall fail to resign
     after written request therefor by the Company or by any such Holder, or

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

then, in any such case, the Company may remove the Trustee with respect to such
series and appoint a successor Trustee with respect to such series by written
instrument, in duplicate, executed in the name of and on behalf of the Company
by a duly authorized officer, one copy of which instrument shall be delivered to
the Trustee so removed and one copy to the successor Trustee, or, subject to the
provisions of Section 315(e) of the Trust Indenture Act of 1939, any Holder who
has been a bona fide holder of a Debt Security or Debt Securities of such series
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee with respect to such series.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor Trustee with respect to
such series.

     (b) The holders of a majority in aggregate principal amount of the Debt
Securities of one or more series (each series voting as a class) or all series
at the time Outstanding may remove the Trustee with respect to the applicable
series or all series, as the case may be, and appoint with respect to the
applicable series or all series, as the case may be, a successor Trustee by
written notice of such action to the Company, the Trustee and the successor
Trustee.

     (c) Any resignation or removal of the Trustee with respect to any series
and any appointment of a successor Trustee with respect to such series pursuant
to any of the provisions of this Section 7.10 shall become effective upon
acceptance of appointment by the successor Trustee as provided in Section 7.11.

     (d) No predecessor Trustee shall be liable for the acts or omissions of any
successor Trustee.

     Section 7.11. ACCEPTANCE BY SUCCESSOR TRUSTEE. Any successor Trustee
appointed as provided in Section 7.10 shall execute, acknowledge and deliver to
the Company and to its predecessor Trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee with respect to any or all applicable series shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, duties and
obligations with respect to such series of its predecessor hereunder, with like
effect as if originally named as Trustee herein; but, nevertheless, on the
written request of the Company or of the successor Trustee, the Trustee ceasing
to act shall, upon payment (or due provision therefor) of any amounts then due
it pursuant to the provisions of Section 7.06, execute and deliver an instrument
transferring to such successor Trustee all the rights and powers with respect to
such series of the Trustee so ceasing to act. Upon request of any such successor
Trustee, the Company shall execute any and all instruments in writing in order
more fully and certainly to vest in and confirm to such successor Trustee all
such rights and powers.



                                       36
<PAGE>

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

     No successor Trustee with respect to a series of Debt Securities shall
accept appointment as provided in this Section 7.11 unless at the time of such
acceptance such successor Trustee shall, with respect to such series, be
qualified under Section 310(b) of the Trust Indenture Act of 1939 and eligible
under the provisions of Section 7.09.

     Upon acceptance of appointment by a successor Trustee with respect to any
series as provided in this Section 7.11, the Company shall give notice thereof
(a) if any Unregistered Debt Securities of a series affected are then
Outstanding, to the holders thereof, by publication of such notice at least once
in an Authorized Newspaper in the Borough of Manhattan, The City of New York, at
least once in an Authorized Newspaper in London and, if any such Unregistered
Debt Securities are listed on the Luxembourg Stock Exchange, at least once in an
Authorized Newspaper in Luxembourg, (b) if any Unregistered Debt Securities of a
series affected are then Outstanding, to the holders thereof who have filed
their names and addresses with the Trustee pursuant to Section 313(c)(2) of the
Trust Indenture Act of 1939, by mailing such notice to such holders at such
addresses as were so furnished to the Trustee (and the Trustee shall make such
information available to the Company for such purpose) and (c) to the holders of
Registered Debt Securities of each series affected, by mailing such notice to
such holders at their addresses as they shall appear on the registry books of
the Company. If the Company fails to mail such notice within ten days after the
acceptance of appointment by the successor Trustee, the successor Trustee shall
cause such notice to be given at the expense of the Company.

     Section 7.12. SUCCESSION BY MERGER, ETC. 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 to
the Trustee hereunder, provided such corporation shall be qualified under
Section 310(b) of the Trust Indenture Act of 1939, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

     In case at the time such successor to the Trustee shall succeed to the
trust created by this Indenture with respect to one or more series of Debt
Securities, any of such Debt Securities shall have been authenticated but not
delivered, any such successor to the Trustee by merger, conversion or
consolidation may adopt the certificate of authentication of any predecessor
Trustee, and deliver such Debt Security so authenticated; and in case at that
time any of such Debt Securities shall not have been authenticated, any
successor to the Trustee may authenticate such Debt Securities either in the
name of such successor to the Trustee or, if such successor to the Trustee is a
successor by merger, conversion or consolidation, the name of any predecessor
hereunder; and in all such cases such certificate shall have the full force
which it is anywhere in such Debt Securities or in this Indenture provided that
the certificate of the Trustee shall have.


                                       37
<PAGE>

     Section 7.13. APPOINTMENT OF AUTHENTICATING AGENT. The Trustee may appoint
an Authenticating Agent or Agents which shall be authorized to act on behalf of
the Trustee to authenticate Debt Securities issued upon original issue and upon
exchange, registration of transfer, partial conversion or partial redemption or
pursuant to Section 2.07 and Debt 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 Debt Securities by
the Trustee or the Trustee's certificate of authentication, such reference shall
be deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $10,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section 7.13, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 7.13, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section 7.13.

     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 all or substantially all of
the corporate agency or corporate trust business of an Authenticating Agent,
shall continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section 7.13, without the execution or filing of
any paper or any further act on the part of the Trustee or the Authenticating
Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 7.13, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and (i) if any
Unregistered Debt Securities are then Outstanding, shall publish notice of such
appointment at least once in an Authorized Newspaper in the Borough of
Manhattan, The City of New York, at least once in an Authorized Newspaper in
London, and, if any Unregistered Debt Securities are listed on the Luxembourg
Stock Exchange, at least one in an Authorized Newspaper in Luxembourg and (ii)
shall mail written notice of such appointment by first-class mail, postage
prepaid, to all holders of Debt Securities as their names and addresses appear
in the Debt 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 7.13.

     The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section 7.13.

     If an appointment is made pursuant to this Section 7.13, the Debt
Securities may have endorsed thereon, in addition to the Trustee's certificate
of authentication, an alternative certificate of authentication in the following
form:


                                       38
<PAGE>

Dated:

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

                              JPMORGAN CHASE BANK, N.A.,
                                 As Trustee



                              [AUTHENTICATING AGENT],
                              As Authenticating Agent



                              By:________________________,
                                   Authorized Signatory


                                 ARTICLE EIGHT

                       CONCERNING THE DEBT SECURITYHOLDERS

     Section 8.01. ACTION BY HOLDERS. Whenever in this Indenture it is provided
that the holders of a specified percentage in aggregate principal amount of the
Debt Securities of any or all series 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 have joined therein may be evidenced
(a) by any instrument or any number of instruments of similar tenor executed by
such Holders in person or by agent or proxy appointed in writing, or (b) by the
record of such holders of Debt Securities voting in favor thereof at any meeting
of such Holders duly called and held in accordance with the provisions of
Article Nine, or (c) by a combination of such instrument or instruments and any
such record of such a meeting of such Holders.

     Section 8.02. PROOF OF EXECUTION BY HOLDERS. Subject to the provisions of
Sections 7.01, 7.02 and 9.05, the execution of any instrument by a Holder or his
agent or proxy may be proved in the following manner: The fact and date of the
execution by any holder of any instrument may be proved by the certificate of
any notary public or other officer of any jurisdiction authorized to take
acknowledgements of deeds or administer oaths that the Person executing such
instruments acknowledged to him the execution thereof, or by an affidavit of a
witness to such execution sworn to before any such notary or other such officer.
Where such execution is by or on behalf of any legal entity other than an
individual, such certificate or affidavit shall also constitute sufficient proof
of the authority of the Person executing the same. The fact of the holding by
any holder of an Unregistered Debt Security, and the identifying number of such
Debt Security and the date of his holding the same, may be proved by the
production of such Debt Security or by a certificate executed by any trust
company, bank, banker or recognized securities dealer wherever situated
satisfactory to the Trustee if such certificate shall be deemed by the Trustee
to be satisfactory. Each such certificate shall be dated and shall state that on
the date thereof a Debt Security of such series bearing a specified identifying
number was deposited with or exhibited to such trust company, bank, banker or
recognized securities dealer by the Person named in such certificate. Any such
certificate may be issued in respect of one or more Unregistered Debt Securities
of one or more series specified therein. The holding by the Person named in any
such certificate of any Unregistered Debt Securities of any series specified
therein shall be presumed to




                                       39
<PAGE>

continue for a period of one year from the date of such certificate unless at
the time of any determination of such holding (1) another certificate bearing a
later date issued in respect of the same Debt Securities shall be produced, or
(2) the Debt Security specified in such certificate shall be produced by some
other Person, or (3) the Debt Security specified in such certificate shall have
ceased to be Outstanding. Subject to Sections 7.01 and 7.02, the fact and date
of the execution of any such instrument and the amount and numbers of Debt
Securities held by the Person so executing such instrument and the amount and
numbers of any Debt Security or Debt Securities may also be proven in accordance
with such reasonable rules and regulations as may be prescribed by the Trustee
for the relevant series or in any other manner which the Trustee for such series
may deem sufficient.

     The ownership of Registered Debt Securities shall be proved by the registry
books of the Company or by a certificate of the Person designated by the Company
to act as repository in accordance with the provisions of Section 2.06.

     The record of any Holders' meeting shall be proved in the manner provided
in Section 9.07.

     The Company may set a record date for purposes of determining the identity
of holders of Registered Debt Securities of any series entitled to vote or
consent to any action referred to in Section 8.01, which record date may be set
at any time or from time to time by notice to the Trustee, for any date or dates
(in the case of any adjournment or reconsideration) not more than 60 days nor
less than five days prior to the proposed date of such vote or consent, and
thereafter, notwithstanding any other provisions hereof, with respect to
Registered Debt Securities of any series, only holders of Registered Debt
Securities of such series of record on such record date shall be entitled to so
vote or give such consent or revoke such vote or consent.

     Section 8.03. WHO ARE DEEMED ABSOLUTE OWNERS. The Company, the Trustee and
any agent of the Company or of the Trustee may deem the Person in whose name any
Registered Debt Security shall be registered upon the books of the Company to
be, and may treat such Person as, the absolute owner of such Debt Security
(whether or not such Debt Security shall be overdue and notwithstanding any
notation of ownership or other writing thereon) for the purpose of receiving
payment of or on account of the principal of, premium, if any, and interest, if
any, on such Debt Security and for all other purposes; and neither the Company
nor the Trustee nor any agent of the Company or of the Trustee shall be affected
by any notice to the contrary. The Company, the Trustee and any agent of the
Company or the Trustee may treat the holder of the Unregistered Debt Security
and the holder of any Coupon as the absolute owner of such Unregistered Debt
Security or Coupon (whether or not such Unregistered Debt Security or Coupon
shall be overdue) for the purpose of receiving payment thereof or on account
thereof and for all other purposes and neither the Company, the Trustee, nor any
agent of the Company or the Trustee shall be affected by any notice to the
contrary. All such payments so made to any holder for the time being, or upon
his order, shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for moneys payable upon any
such Debt Security or Coupon.

     Section 8.04. COMPANY-OWNED DEBT SECURITIES DISREGARDED. In determining
whether the holders of the requisite aggregate principal amount of Debt
Securities have concurred in any demand, request, notice, direction, consent or
waiver under this Indenture, Debt Securities which are owned by the Company or
any other obligor on the Debt Securities, as applicable with respect to which
such determination, is being made or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company or any other obligor on the Debt Securities with respect to which such
determination is being made shall be disregarded and deemed not to be
Outstanding for the purpose of any such determination; PROVIDED, that for the
purposes of determining whether the Trustee shall be protected in relying on any
such demand, request, notice, direction consent or waiver,




                                       40
<PAGE>

only Debt Securities which a Responsible Officer of the Trustee knows are so
owned shall be so disregarded. Debt Securities so owned which have been pledged
in good faith may be regarded as Outstanding for the purposes of this Section
8.04 if the pledgee shall establish to the satisfaction of the Trustee the
pledgee's right to vote such Debt 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 of any such other obligor. In the 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 8.05. REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
8.01, of the taking of any action by the holders of the percentage in aggregate
principal amount of the Debt Securities of any or all series, as the case may
be, specified in this Indenture in connection with such action, any holder of a
Debt Security which is shown by the evidence to be included in the Debt
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 8.02, revoke such action so far as concerns such
Debt Security. Except as aforesaid any such action taken by the holder of any
Debt Security shall be conclusive and binding upon such holder and upon all
future holders of such Debt Security, irrespective of whether or not any
notation in regard thereto is made upon such Debt Security or any Debt Security
issued in exchange or substitution therefor.

                                  ARTICLE NINE

                         DEBT SECURITYHOLDERS' MEETINGS

     Section 9.01. PURPOSES OF MEETINGS. A meeting of holders of Debt Securities
of any or all series may be called at any time and from time to time pursuant to
the provisions of this Article Nine for any of the following purposes:

          (1) 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
     or non-compliance hereunder and its consequences, or to take any other
     action authorized to be taken by Holders pursuant to any of the provisions
     of Article Six;

          (2) to remove the Trustee and nominate a successor Trustee pursuant to
     the provisions of Article Seven;

          (3) to consent to the execution of an indenture or indentures
     supplemental hereto pursuant to the provisions of Section 10.02; or

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

     Section 9.02. CALL OF MEETING BY TRUSTEE. The Trustee may at any time call
a meeting of holders of Debt Securities of any or all series to take any action
specified in Section 9.01, to be held at such time and at such place as the
Trustee shall determine. Notice of every meeting of the holders of Debt
Securities of any or all series, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be given (i) if any Unregistered Debt Securities of a series affected are
then Outstanding, by giving notice of such meeting to the holders thereof, by
publication at least once in an Authorized Newspaper in the Borough of
Manhattan, The City of New York, at least once in an Authorized Newspaper in
London, and, if any such Unregistered Debt




                                       41
<PAGE>

Securities are listed on the Luxembourg Stock Exchange, at least one in an
Authorized Newspaper in Luxembourg, (ii) if any Unregistered Debt Securities of
a series affected are then Outstanding, by mailing notice of such a meeting to
the holders thereof who have filed their names and addresses with the Trustee
pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at such
addresses as were so furnished to the Trustee and (iii) by mailing notice of
such meeting to the holders of then Outstanding Registered Debt Securities of
each series affected at their addresses as they shall appear on the registry
books of the Company. Such notice shall be given not less than 10 nor more than
90 days prior to the date fixed for the meeting.

     Section 9.03. CALL OF MEETING BY COMPANY OR HOLDERS. In case at any time a
duly authorized officer of the Company in the name of and on behalf of the
Company or the holders of at least ten percent in aggregate principal amount of
the Debt Securities then Outstanding of any series that may be affected by the
action proposed to be taken at the meeting, shall have requested the Trustee to
call a meeting of the holders of Debt Securities of such series that may be so
affected, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have given the
notice of such meeting within 20 days after receipt of such request, then the
Company or such Holders, in the amount specified above, may determine the time
and the place for such meeting and may call such meeting to take any action
authorized in Section 9.01, by giving notice thereof as provided in Section
9.02.

     Section 9.04. QUALIFICATIONS FOR VOTING. To be entitled to vote at any
meeting of Holders, a Person shall (a) be a holder of one or more Debt
Securities with respect to which such meeting is being held or (b) be a Person
appointed by an instrument in writing as proxy by a holder of one or more such
Debt Securities. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders 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 9.05. QUORUM; ADJOURNED MEETINGS. The Persons entitled to vote a
majority in aggregate principal amount of the Debt Securities of the relevant
series at the time Outstanding shall constitute a quorum for the transaction of
all business specified in Section 9.01. No business shall be transacted in the
absence of a quorum (determined as provided in this Section 9.05). In the
absence of a quorum within 30 minutes after the time appointed for any such
meeting, the meeting shall, if convened at the request of the holders of Debt
Securities (as provided in Section 9.03), be dissolved. In any other case the
meeting shall be adjourned for a period of not less than ten days as determined
by the chairman of the meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting shall be further adjourned for a period of not
less than ten days as determined by the chairman of the meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section 9.02,
except that such notice need be published only once and must be mailed or
published not less than five days prior to the date on which the meeting is
scheduled to be reconvened.

     Subject to the foregoing, at the second reconvening of any meeting
adjourned for lack of a quorum, the Persons entitled to vote twenty-five percent
in aggregate principal amount of the Debt Securities of the relevant series then
Outstanding shall constitute a quorum for the taking of any action set forth in
the notice of the original meeting. Notice of the reconvening of an adjourned
meeting shall state expressly the percentage of the aggregate principal amount
of the Debt Securities of the relevant series then Outstanding which shall
constitute a quorum.

     At a meeting or any adjourned meeting duly convened and at which a quorum
is present as aforesaid, any resolution and all matters (except as limited by
the proviso in Section 10.02) shall be effectively passed and decided if passed
or decided by the Persons entitled to vote the lesser of (a) a



                                       42
<PAGE>

majority in aggregate principal amount of the Debt Securities of the relevant
series then Outstanding and (b) 75% in aggregate principal amount of the Debt
Securities represented and voting at the meeting.

     Any holder of a Debt Security who has executed in person or by proxy and
delivered to the Trustee an instrument in writing complying with the provisions
of Article Eight shall be deemed to be present for the purposes of determining a
quorum and be deemed to have voted; provided that such holder of a Debt Security
shall be considered as present or voting only with respect to the matters
covered by such instrument in writing.

     Section 9.06. REGULATIONS. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders, in regard to proof of the holding of Debt
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. Except as otherwise
permitted or required by any such regulations, the holding of Debt Securities
shall be proved in the manner specified in Section 8.02 and the appointment of
any proxy shall be proved in the manner specified in Section 8.02.

     The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders as provided in Section 9.03, in which case the Company or
the Holders 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 8.04, at any meeting each holder of
Debt Securities with respect to which such meeting is being held or proxy for
such holder shall be entitled to one vote for each $1,000 (or the equivalent
thereof in a Specified Currency) of principal amount (in the case of Original
Issue Discount Debt Securities, such principal amount to be determined as
provided in the definition of "Debt Securities" and "Outstanding" in Section
1.01) of such Debt Securities held or represented by him; PROVIDED, HOWEVER,
that no vote shall be cast or counted at any meeting in respect of any such Debt
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 such Debt Securities held by him or instruments in
writing as aforesaid duly designating him as the Person to vote on behalf of
other such Holders. Any meeting of holders of Debt Securities with respect to
which a meeting was duly called pursuant to the provisions of Section 9.02 or
9.03 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 9.07. VOTING. The vote upon any resolution submitted to any meeting
of holders of Debt Securities with respect to which such meeting is being held
shall be by written ballots on which shall be subscribed the signatures of such
holder of Debt Securities or of their representatives by proxy and the principal
amount (in the case of Original Issue Discount Debt Securities, such principal
amount to be determined as provided in the definitions of "Debt Securities" and
"Outstanding" in Section s) 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 Holders 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 and setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 9.02. The record will
show the principal amount of the Debt Securities (in the case of




                                       43
<PAGE>

Original Discount Debt Securities, such principal amount to be determined as
provided in the definition of "Debt Securities" and "Outstanding" in Section
1.01) 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, the latter to have attached
thereto the ballots voted at the meeting.

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

     Section 9.08. NO DELAY OF RIGHTS BY MEETING. Nothing in this Article Nine
shall be deemed or construed to authorize or permit, by reason of any call of a
meeting of Holders of any or all 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 Holders
of any or all such series under any of the provisions of this Indenture or of
the Debt Securities.

                                  ARTICLE TEN

                             SUPPLEMENTAL INDENTURES

Section 10.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. The Company
and the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:

          (a) to evidence the succession of another corporation to the Company,
     or successive successions, and the assumption by the successor corporation
     of the covenants, agreements and obligations of the Company pursuant to
     Article Eleven;

          (b) to add to the covenants of the Company such further covenants,
     restrictions or conditions for the protection of the holders of all or any
     series of Debt Securities or Coupons appertaining to Unregistered Debt
     Securities (and if such covenants are to be for the benefit of less than
     all Debt Securities, stating that such covenants are expressly being
     included for the benefit of such series) as a duly authorized officer of
     the Company, on behalf of the Company, and the Trustee shall consider to be
     for the protection of the holders of such Debt Securities or Coupons, and
     to make the occurrence, or the occurrence and continuance, of a
     non-compliance with any of such additional covenants, restrictions or
     conditions a default or an Event of Default or a non-compliance with a
     covenant or agreement permitting the enforcement of all or any of the
     several remedies provided in this Indenture as herein set forth; provided,
     however, that in respect of any such additional covenant, restriction or
     condition such supplemental indenture may provide for a particular period
     of grace after default (which period may be shorter or longer than that
     allowed in the case of other defaults) or may provide for an immediate
     enforcement upon such default or may limit the remedies available to the
     Trustee upon such default;

          (c) to provide for the issuance under this Indenture of Debt
     Securities in coupon form (including Debt Securities registerable as to
     principal only) and to provide for exchangeability of such Debt Securities
     with the Debt Securities of the same series issued hereunder in fully
     registered form and to make all appropriate changes for such purpose;

          (d) to establish the forms or terms of Debt Securities of any series
     or of the Coupons appertaining to such Debt Securities as permitted by
     Sections 2.01 and 2.02;



                                       44
<PAGE>

          (e) to cure any ambiguity or to correct or supplement any provision
     contained herein or in any supplemental indenture which may be defective or
     inconsistent with any other provision contained herein or in any
     supplemental indenture, or to add provisions or conditions as may required
     by regulators examining the Company in connection with its capital or
     otherwise; provided that no such provision or condition shall have a
     material adverse affect on the interests of the holders of any Outstanding
     Debt Securities or Coupons, or to add such other provisions that shall not
     adversely affect the interests of the holders of any Outstanding Debt
     Securities or Coupons;

          (f) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Debt Securities of one
     or more series or to add to or change any of the provisions of this
     Indenture as shall be necessary to provide for or facilitate the
     administration of the trusts hereunder by more than one Trustee, pursuant
     to the requirements of Section 7.11; and

          (g) to add a requirement that regulatory approval be required prior to
     any redemption of Debt Securities (including any issued and outstanding
     series) that can be effected at the option of the Company.

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

     Any supplemental indenture authorized by the provisions of this Section
10.01 may be executed by the Company and the Trustee without the consent of the
holders of any of the Debt Securities at the time Outstanding, notwithstanding
any of the provisions of Section 10.02.

     Section 10.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the
consent (evidenced as provided in Sections 8.01 and 8.02) of the holders of not
less than 66-2/3% in aggregate principal amount of the Outstanding Debt
Securities of each series (each series voting as a class) (in the case of
Original Issue Discount Debt Securities, such principal amount to be determined
as provided in the definitions of "Debt Securities" and "Outstanding" in Section
1.01) affected by such supplemental indenture at the time Outstanding, the
Company 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 any supplemental indenture or modifying in any manner the
rights of the holders of the Outstanding Debt Securities of each such series or
the Coupons appertaining to such Debt Securities; PROVIDED, HOWEVER, that no
such supplemental indenture shall (i) change the fixed maturity of any
Outstanding Debt Security, or reduce the rate or extend the time of payment of
interest (including any Additional Interest), if any, thereon, or reduce the
principal amount or premium, if any, thereof, or make the principal thereof or
premium, if any, or interest, if any, thereon payable in any coin or currency
other than that provided in any Outstanding Debt Security or Coupon, or impair
the right of any holder of a Debt Security to institute suit for any such
payment, or reduce the amount of the principal of an Outstanding Original Issue
Discount Debt Security that would be due and payable upon an acceleration of the
maturity thereof pursuant to Section 6.01 or adversely affect the right of
repayment, if any, at the option of the Holder, or extend the time, or reduce
the amount of any installment payment or analogous obligation relating to any
Debt Security, (ii) reduce the percentage in principal amount of Outstanding
Debt Securities of any series, the holders of which are required to consent to
any such supplemental indenture or any waiver of any past default or Event of
Default pursuant to Section 6.07 or (iii) modify any provision of Section 6.07
or 10.02 (except to increase



                                       45
<PAGE>

any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
Debt Security so affected) without, in the case of each of the foregoing clauses
(i), (ii) and (iii), the consent of the Holder of each Debt Security so
affected.

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

     Upon the request of the Company and upon the filing with the Trustee of
evidence of the consent of Holders as aforesaid, the Trustee shall join with the
Company in the execution of such supplemental indenture unless such supplemental
indenture affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such supplemental indenture.

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

     Section 10.03. COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL
INDENTURES. Any supplemental indenture executed pursuant to the provisions of
this Article Ten shall comply with the Trust Indenture Act of 1939 as then in
effect. Upon the execution of any supplemental indenture pursuant to the
provisions of this Article Ten, this Indenture shall be deemed to be modified
and amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee,
the Company and the holders of Debt Securities shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

     Section 10.04. NOTATION ON DEBT SECURITIES. Debt Securities authenticated
and delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article Ten 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 Debt Securities of any series so
modified as to conform, in the opinion of the Trustee and a duly authorized
officer of the Company, to any modification of this Indenture contained in any
such supplemental indenture may be prepared and executed by the Company,
authenticated by the Trustee and delivered in exchange for the Debt Securities
of such series then Outstanding.

     Section 10.05. EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE
FURNISHED TO TRUSTEE. The Trustee, subject to the provisions of Sections 7.01
and 7.02, shall be entitled to receive an Officers' Certificate and an Opinion
of Counsel as conclusive evidence that any supplemental indenture executed
pursuant hereto complies with the requirements of this Article Ten.

                                 ARTICLE ELEVEN

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 11.01. COMPANY MAY NOT CONSOLIDATE, ETC., EXCEPT UNDER CERTAIN
CONDITIONS. The Company covenants that it will not merge or consolidate with any
other Person or sell, convey, transfer or otherwise dispose of all or
substantially all of its assets to any other Person, unless (i) either




                                       46
<PAGE>

the Company shall be the continuing corporation, or the successor Person (if
other than the Company) shall be a corporation organized and existing under the
laws of the United States of America or a State thereof and such corporation
shall expressly assume the due and punctual payment of the principal of, and
premium, if any, and interest (including Additional Interest), if any, on all
the Outstanding Debt Securities and Coupons, if any, according to their tenor,
and the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed by the Company by supplemental
indenture satisfactory to the Trustee, executed and delivered to the Trustee by
such corporation, and (ii) the Company or such successor corporation, as the
case may be, shall not, immediately after such merger or consolidation, or such
sale, conveyance, transfer or other disposition, have failed to be in compliance
with any such covenant or condition. In the event of any such sale, conveyance
(other than by way of lease), transfer or other disposition, the predecessor
company may be dissolved, wound up and liquidated at any time thereafter.

     Section 11.02. SUCCESSOR CORPORATION TO BE SUBSTITUTED. In case of any such
consolidation, merger, sale, conveyance (other than by way of lease), transfer
or other disposition, and upon any such assumption by the successor corporation,
such successor corporation shall succeed to and be substituted for the Company,
with the same effect as if it had been named herein as the Company, and the
Company shall be relieved of any further obligation under this Indenture and
under the Outstanding Debt Securities and Coupons, if any. Such successor
corporation thereupon may cause to be signed, and may issue either in its own
name or in the name of General Electric Capital Corporation, any or all of the
Debt Securities issuable hereunder together with any Coupons appertaining
thereto which theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such successor corporation,
instead of the Company, and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and deliver any
Debt Securities together with any Coupons appertaining thereto which previously
shall have been signed and delivered by the officers of the Company to the
Trustee for authentication, and any Debt Securities which such successor
corporation thereafter shall cause to be signed and delivered to the Trustee for
that purpose. All the Debt Securities so issued together with any Coupons
appertaining thereto shall in all respects have the same legal rank and benefit
under this Indenture as the Debt Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Debt
Securities and Coupons appertaining thereto had been issued at the date of the
execution hereof.

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

     Section 11.03. DOCUMENTS TO BE GIVEN TRUSTEE. The Trustee, subject to the
provisions of Sections 7.01 and 7.02, shall be entitled to receive an Officers'
Certificate and an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale, conveyance, transfer or other disposition, and any
such assumption, comply with the provisions of this Article Eleven.

                                 ARTICLE TWELVE

                     SATISFACTION AND DISCHARGE OF INDENTURE

     Section 12.01. DISCHARGE OF INDENTURE. When (a) the Company shall deliver
to the Trustee for cancellation all Debt Securities theretofore authenticated
and all unmatured Coupons appertaining thereto (other than any Debt Securities
or Coupons which shall have been destroyed, lost or stolen or in lieu of or in
substitution for which other Debt Securities or Coupons shall have been
authenticated and delivered, or which shall have been paid, pursuant to the
provisions of Section 2.07) and not theretofore canceled or (b) all the Debt
Securities and all unmatured Coupons appertaining thereto



                                       47
<PAGE>

not theretofore canceled or delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Company shall deposit with the Trustee, in trust, funds sufficient to pay at
maturity or upon redemption all of the Debt Securities and Coupons appertaining
thereto (other than any (i) Debt Securities or Coupons which shall have been
mutilated, destroyed, lost or stolen and in lieu of or in substitution for which
other Debt Securities or Coupons shall have been authenticated and delivered, or
which shall have been paid pursuant to the provisions of Section 2.07 or (ii)
Debt Securities or Coupons for whose payment money has theretofore been
deposited in trust and thereafter repaid to the Company as provided in Section
12.04) not theretofore canceled or delivered to the Trustee for cancellation,
including principal, premium, if any, and interest, if any, due or to become due
to such date of maturity or date fixed for redemption, as the case may be, and
if in either case the Company shall also pay or cause to be paid all other sums
payable hereunder by the Company, then this Indenture shall cease to be of
further effect (except as to (i) rights of registration of transfer and exchange
of Debt Securities, (ii) substitution of mutilated, defaced, destroyed, lost or
stolen Debt Securities, (iii) rights of Holders to receive payments of principal
thereof and interest thereon, (iv) the rights, obligations and immunities of the
Trustee hereunder and (v) the rights of the Holders as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of
them), and the Trustee, on demand of the Company accompanied by an Officers'
Certificate and an Opinion of Counsel and at the cost and expense of the
Company, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture, the Company, however, hereby agreeing to reimburse
the Trustee for any costs or expenses thereafter reasonably and properly
incurred by the Trustee in connection with this Indenture or the Debt Securities
or Coupons appertaining thereto.

     Section 12.02. DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE. Unless
otherwise specified as contemplated by Section 2.02 with respect to a particular
series of Debt Securities, all moneys deposited with the Trustee pursuant to the
provisions of Section 4.06 or 12.01 shall be held in trust and applied by it to
the payment, either directly or through any paying agent (including the Company
if acting as its own paying agent), to the holders of the particular Debt
Securities or Coupons for payment or redemption of which such moneys have been
deposited with the Trustee, of all sums due and to become due thereon for
principal, premium, if any, and interest, if any.

     Section 12.03. PAYING AGENT TO REPAY MONEYS HELD. Upon the satisfaction and
discharge of this Indenture, all moneys then held by any paying agent of the
Debt Securities (other than the Trustee) shall, upon demand of the Company, be
repaid to it or paid to the Trustee, and thereupon such paying agent shall be
released from all further liability with respect to such moneys.

     Section 12.04. RETURN OF UNCLAIMED MONEYS. Any moneys, deposited with or
paid to the Trustee for payment of the principal of, premium, if any, or
interest, if any, on any Debt Securities or Coupons appertaining thereto and not
applied but remaining unclaimed by the holders of such Debt Securities or
Coupons for two years after the date upon which the principal of, premium, if
any, or interest, if any, on such Debt Securities or Coupons, as the case may
be, shall have become due and payable, shall be repaid to the Company by the
Trustee upon direction of the Company; and the holder of any such Debt
Securities or Coupons shall thereafter look only to the Company for any payment
which such holder may be entitled to collect.



                                       48
<PAGE>

                                ARTICLE THIRTEEN

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

     Section 13.01. INDENTURE AND DEBT SECURITIES SOLELY CORPORATE OBLIGATIONS.
No recourse for the payment of the principal of, premium, if any, or interest,
if any, on any Debt Security or any Coupon appertaining thereto, or for any
claim based thereon or otherwise in respect thereof, and no recourse under or
upon any obligation, covenant or agreement of the Company in this Indenture or
in any supplemental indenture, or in any Debt Security or Coupon, or because of
the creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer or director, 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
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issue of the Debt Securities and
Coupons appertaining thereto.

                                ARTICLE FOURTEEN

                                  SUBORDINATION

     Section 14.01. AGREEMENT TO SUBORDINATE. The Company agrees, and each
Holder by accepting a Debt Security agrees, that the indebtedness evidenced by
the Debt Securities is subordinated in right of payment, to the extent and in
the manner provided in this Article Fourteen, to the prior payment of all Senior
Indebtedness, and that such subordination is for the benefit of and enforceable
by the holders of Senior Indebtedness. Only obligations of the Company which are
Senior Indebtedness shall rank senior to the Debt Securities in accordance with
the provisions set forth herein. All provisions of this Article Fourteen shall
be subject to Section 14.11.

     Section 14.02. LIQUIDATION, DISSOLUTION, BANKRUPTCY. Upon any payment or
distribution of the assets of the Company to creditors upon a total or partial
liquidation or a total or partial dissolution of the Company or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to the
Company or its respective properties:

          (1) holders of Senior Indebtedness shall be entitled to receive
     payment in full of the Senior Indebtedness before the holders of Debt
     Securities shall be entitled to receive any payment of principal of or
     interest (including any Additional Interest) on or other amounts with
     respect to the Debt Securities; and

          (2) until the Senior Indebtedness is paid in full, any distribution to
     which the holders of Debt Securities would be entitled but for this Article
     Fourteen shall be made to holders of Senior Indebtedness as their interests
     may appear, except that holders of Debt Securities may receive shares of
     stock and any debt securities that are subordinated to Senior Indebtedness
     to at least the same extent as the Debt Securities and do not provide for
     the payment of principal prior to the Stated Maturity of all Senior
     Indebtedness.

     Section 14.03. DEFAULT ON SENIOR INDEBTEDNESS. The Company may not pay the
principal of or interest (including any Additional Interest) on or other amounts
with respect to the Debt Securities, make any deposit pursuant to Section 4.04
or repurchase, redeem or otherwise retire any Debt Securities (collectively,
"pay the Debt Securities") if (i) any Senior Indebtedness is not paid when due
and



                                       49
<PAGE>

payable or (ii) any other default on Senior Indebtedness occurs and the maturity
of such Senior Indebtedness is accelerated in accordance with its terms unless,
in either case, (x) the default has been cured or waived and any such
acceleration has been rescinded or (y) such Senior Indebtedness has been paid in
full.

     Section 14.04. WHEN DISTRIBUTIONS MUST BE PAID OVER. If a distribution is
made to the holders of Debt Securities that because of this Article Fourteen
should not have been made to them, the holders of Debt Securities who receive
the distribution shall hold it in trust for holders of Senior Indebtedness and
pay it over to them as their interests may appear.

     Section 14.05. SUBROGATION. After all Senior Indebtedness is paid in full
and until the Debt Securities are paid in full, holders of Debt Securities shall
be subrogated to the rights of holders of Senior Indebtedness to receive
distributions applicable to Senior Indebtedness. A distribution made under this
Article Fourteen to holders of Senior Indebtedness which otherwise would have
been made to holders of Debt Securities is not, as between the Company and
holders of Debt Securities, a payment by the Company on Senior Indebtedness.

     Section 14.06. RELATIVE RIGHTS. This Article Fourteen defines the relative
rights of holders of Debt Securities and holders of Senior Indebtedness. Nothing
in this Indenture shall:

          (1) impair, as between the Company and holders of Debt Securities, the
     obligation of the Company, which is absolute and unconditional, to pay
     principal of and interest (including any Additional Interest) on or other
     amounts with respect to the Debt Securities in accordance with their terms;
     or

          (2) prevent the Trustee or any holder of Debt Securities from
     exercising its available remedies upon an Event of Default or
     non-compliance with a covenant or other agreement with respect to the Debt
     Securities of a series, subject to the rights of holders of Senior
     Indebtedness to receive distributions otherwise payable to holders of Debt
     Securities.

     Section 14.07. SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY. No right of
any holder of Senior Indebtedness to enforce the subordination of the
indebtedness evidenced by the Debt Securities shall be impaired by any act or
failure to act by the Company or by the failure of the Company to comply with
this Indenture.

     Section 14.08. RIGHTS OF TRUSTEE AND PAYING AGENT. Notwithstanding Section
14.03, the Trustee or paying agent may continue to make payments on the Debt
Securities and shall not be charged with knowledge of the existence of facts
that would prohibit the making of any such payments unless, not less than two
Business Days prior to the date of such payment, an officer of the Trustee
responsible for the administration of this Indenture receives notice
satisfactory to it in accordance with Section 15.03 that payments may not be
made under this Article Fourteen. The Company, the Debt Security registrar or
co-registrar, the paying agent, a Representative or a holder of Senior
Indebtedness may give the notice; PROVIDED, HOWEVER, that, if an issue of Senior
Indebtedness has a Representative, only the Representative, rather than a holder
of Senior Indebtedness, may give the notice. The Trustee shall be entitled to
assume that any prohibition on the right of the Company to pay the Debt
Securities provided for in this Article Fourteen has not terminated unless an
officer of the Trustee responsible for the administration of this Indenture
receives written notice of such termination in accordance with Section 15.03
from any of the Persons specified in the foregoing sentence.



                                       50
<PAGE>

     The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. The Debt
Security registrar and co-registrar and the paying agent may do the same with
like rights. The Trustee shall be entitled to all the rights set forth in this
Article Fourteen with respect to any Senior Indebtedness, which may at any time
be held by it, to the same extent as any other holder of Senior Indebtedness;
and nothing in Article Seven shall deprive the Trustee of any of its rights as
such holder. Nothing in this Article Fourteen shall apply to claims of, or
payments to, the Trustee under or pursuant to Article Seven.

     Section 14.09. DISTRIBUTION OR NOTICE TO REPRESENTATIVE. Whenever a
distribution is to be made or a notice given to holders of Senior Indebtedness,
the distribution may be made and the notice given to their Representatives (if
any).

     Section 14.10. ARTICLE FOURTEEN NOT TO PREVENT EVENTS OF DEFAULT OR LIMIT
RIGHT TO ACCELERATE. The failure to make a payment pursuant to the Debt
Securities by reason of any provision in this Article Fourteen shall not be
construed as preventing the occurrence of an Event of Default. Nothing in this
Article Fourteen shall have any effect on the right of the holders of Debt
Securities or the Trustee to accelerate the maturity of the Debt Securities.

     Section 14.11. TRUST MONEYS NOT SUBORDINATED. Notwithstanding anything
contained herein to the contrary, payments from money held in trust under
Section 7.05 or 12.02 by the Trustee or any paying agent for the payment of
principal of and interest or other amounts on the Debt Securities shall not be
subordinated to the prior payment of any Senior Indebtedness, or subject to the
restrictions set forth in this Article Fourteen, and none of the Trustee, any
paying agent or the holders of Debt Securities shall be obligated to pay over
any such amount to the Company, any holder of Senior Indebtedness, any
Representative or any other creditor of the Company.

     Section 14.12. TRUSTEE ENTITLED TO RELY. Upon any payment or distribution
pursuant to this Article Fourteen, the Trustee and the holders of Debt
Securities shall be entitled to rely (i) upon any order or decree of a court of
competent jurisdiction in which any proceedings of the nature referred to in
Section 14.02 are pending, (ii) upon a certificate of the liquidating trustee or
agent or other Person making such payment or distribution to the Trustee or to
the holders of Debt Securities or (iii) upon the Representatives for the holders
of Senior Indebtedness or upon the holders of Senior Indebtedness for which
there are no Representatives for the purpose of ascertaining the Persons
entitled to participate in such payment or 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 Article Fourteen. 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 Article Fourteen,
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, the extent to which such Person is entitled to participate in such
payment or distribution and other facts pertinent to the rights of such Person
under this Article Fourteen and, if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.

     Section 14.13. TRUSTEE TO EFFECTUATE SUBORDINATION. Each holder of Debt
Securities by accepting a Debt Security authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to acknowledge
or effectuate the subordination between the holders of Debt Securities and the
holders of Senior Indebtedness as provided in this Article Fourteen and appoints
the Trustee as attorney-in-fact for any and all such purposes.

     Section 14.14. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.
The Trustee, in its capacity as Trustee or paying agent hereunder, shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall
not be liable in either capacity to any such holders if it shall



                                       51
<PAGE>

mistakenly pay over or distribute to holders of Debt Securities, the Company, or
any other Person, money or assets to which any holders of Senior Indebtedness
shall be entitled by virtue of this Article Fourteen or otherwise.

Section 14.15. RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON SUBORDINATION
PROVISIONS. Each holder of Debt Securities by accepting a Debt Security
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any Senior
Indebtedness whether such Senior Indebtedness was created or acquired before or
after the issuance of the Debt Securities, to acquire and continue to hold, or
to continue to hold, such Senior Indebtedness and such holder of Senior
Indebtedness shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Indebtedness.

                                ARTICLE FIFTEEN

                            MISCELLANEOUS PROVISIONS

     Section 15.01. PROVISIONS BINDING ON COMPANY'S SUCCESSORS. All the
covenants, stipulations, promises and agreements in this Indenture contained by
the Company shall bind its successors and assigns whether so expressed or not.

     Section 15.02. OFFICIAL ACTS BY SUCCESSOR CORPORATION. Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the like board, committee or
officer of any corporation that shall at the time be the lawful sole successor
of the Company.

     Section 15.03. ADDRESSES FOR NOTICES, ETC. Any notice or demand which by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the holders of Debt Securities on the Company may be given
or served by being deposited postage prepaid by first class mail in a post
office letter box addressed (until another address is filed by the Company with
the Trustee) to General Electric Capital Corporation, 260 Long Ridge Road,
Stamford, Connecticut 06927, Attention Senior Vice President-Corporate Treasury
and Global Funding Operation. Any notice, direction, request or demand by any
holder of Debt Securities to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made in writing and
(i) deposited (first class postage prepaid) in a post office letter box, (ii)
transmitted by facsimile transmission or (iii) delivered by courier, in any
event addressed and delivered to the principal corporate trust office of the
Trustee and to the attention of its corporate trust office, which address at the
date of execution of this Indenture is 4 New York Plaza, 15th Floor, New York,
New York 10004, Attention: Worldwide Debt Securities Services.

     Section 15.04. NEW YORK CONTRACT. This Indenture and each Debt Security,
including any Coupons appertaining thereto, shall be deemed to be a contract
made under the laws of the State of New York, and for all purposes shall be
construed in accordance with the laws of said State.

     Section 15.05. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. Upon any
application or demand by the Company to the Trustee to take any action under any
of the provisions of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.


                                       52
<PAGE>

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

     Section 15.06. LEGAL HOLIDAYS. Except as may be otherwise provided with
respect to any series of Debt Securities, in any case where the date of payment
of interest, if any, on or principal of, or premium, if any, on the Debt
Securities or the date fixed for redemption or repayment of any Debt Security or
Coupon will not be a Business Day, then payment of such interest, if any, on or
principal of or premium, if any, on the Debt Securities need not be made on such
date but may be made on the next succeeding Business Day, with the same force
and effect as if made on the date of maturity or date fixed for redemption or
repayment, and no interest shall accrue for the period from and after such date.

     Section 15.07. DEBT SECURITIES IN A SPECIFIED CURRENCY OTHER THAN DOLLARS.
Unless otherwise specified as contemplated by Section 2.02 with respect to a
particular series of Debt Securities, whenever for purposes of this Indenture
any action may be taken by the holders of a specified percentage in aggregate
principal amount of Debt Securities of all series or all series affected by a
particular action at the time Outstanding and, at such time, there are
Outstanding any Debt Securities of any series which are denominated in a
Specified Currency other than Dollars (including Euros), then the principal
amount of Debt Securities of such series which shall be deemed to be Outstanding
for the purpose of taking such action shall be that amount of Dollars that could
be obtained for such amount of such Specified Currency at the Market Exchange
Rate. For purposes of this Section 15.07, Market Exchange Rate shall mean the
noon Dollar buying rate in The City of New York for cable transfers of the
Specified Currency published by the Federal Reserve Bank of New York. If such
Market Exchange Rate is not available for any reason with respect to such
Specified Currency, the Trustee shall use, in its sole discretion and without
liability on its part, such quotation of the Federal Reserve Bank of New York or
quotations from one or more major banks in The City of New York or in the City
of London, England or such other quotations as the Trustee shall deem
appropriate. The provisions of this paragraph shall apply in determining the
equivalent principal amount in respect of Debt Securities of a series
denominated in a Specified Currency other than Dollars in connection with any
action taken by holders of Debt Securities pursuant to the terms of this
Indenture.

     All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Company and all Holders.

     Section 15.08. TRUST INDENTURE ACT TO CONTROL. If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by, or with another provision (an "incorporated provision") included in
this Indenture by operation of, Sections 310 to 318, inclusive, of the Trust
Indenture Act of 1939, such imposed duties or incorporated provision shall
control.

     Section 15.09. TABLE OF CONTENTS, HEADINGS, ETC. The table of contents and
the titles and headings of the articles and sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.


                                       53
<PAGE>

     Section 15.10. EXECUTION IN COUNTERPARTS. This Indenture may be executed in
any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

     Section 15.11. SEVERABILITY. In case any provision in this Indenture or in
the Debt Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
















                                       54
<PAGE>


                                   SIGNATURES

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the date first written above.

                         GENERAL ELECTRIC CAPITAL CORPORATION


                         By:  /s/ Kathryn A. Cassidy
                              -------------------------------------
                              Name:  Kathryn A. Cassidy
                              Title: Senior Vice President - Corporate Treasury
                                     & Global Funding Operation


                         JPMORGAN CHASE BANK, N.A.,
                           as Trustee

                         By:  /s/ Michael A. Smith
                              -------------------------------------
                              Name:  Michael A. Smith
                              Title: Vice President