<PAGE>


                                                                     Exhibit 4.1


                          SUSQUEHANNA BANCSHARES, INC.

                                       and

                J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION



                                    INDENTURE

                          Dated as of November 4, 2002

                          SUBORDINATED DEBT SECURITIES


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                                                    SUSQUEHANNA BANCSHARES, INC.

                                RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND
                                             INDENTURE, DATED AS OF NOVEMBER 4, 2002

          TRUST INDENTURE
            ACT SECTION                                                                     INDENTURE SECTION
            -----------                                                                     -----------------
<S>                                                                                                <C>
             3.10(a)(1) .........................................................................  8.09
             3.10(a)(2) .........................................................................  8.09
             3.10(a)(3) .........................................................................  N/A
             3.10(a)(4) .........................................................................  N/A
             3.10(a)(5) .........................................................................  8.09
             3.10(b) ............................................................................  8.08
             3.10(c) ............................................................................  N/A

             3.11(a) ............................................................................  8.13
             3.12(a) ............................................................................  6.01(a)
             3.12(b) ............................................................................  6.02(ii)
             3.12(c) ............................................................................  6.02(iii)
             3.13(a) ............................................................................  6.03(i)
             3.13(d) ............................................................................  6.03(ii)
             3.13(c) ............................................................................  6.03(i) and (ii)

             3.14(a)(1), (2) and (3) ............................................................  6.04
             3.14(b) ............................................................................  N/A
             3.14(c)(1) .........................................................................  1.02
             3.14(c)(2) .........................................................................  1.02
             3.14(c)(3) .........................................................................  N/A
             3.14(d) ............................................................................  N/A
             3.14(e) ............................................................................  1.02
             3.14(f) ............................................................................  N/A

             3.15(a) ............................................................................  8.01(i)
             3.15(b) ............................................................................  8.02
             3.15(c) ............................................................................  8.01(ii)
             3.15(d) ............................................................................  8.01(iii)
             3.15(d)(1) .........................................................................  8.01(iii)(a)
             3.15(d)(2) .........................................................................  8.01(iii)(b)
             3.15(d)(3) .........................................................................  8.01(iii)(c)
             3.15(e) ............................................................................  7.14

             3.16(a)(1) .........................................................................  7.12
             3.16(a)(1)(A) ......................................................................  7.12
             3.16(a)(1)(B) ......................................................................  7.13
             3.16(a)(2) .........................................................................  N/A
             3.16(b) ............................................................................  7.08
             3.16(c) ............................................................................  1.04(vii)

             3.17(a)(1) .........................................................................  7.03
             3.17(a)(2) .........................................................................  7.04
             3.17(b) ............................................................................  5.03

             3.18(a) ............................................................................  1.08
</TABLE>


THIS RECONCILIATION AND TIE SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE PART OF
                                 THE INDENTURE.

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<TABLE>
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                                         TABLE OF CONTENTS

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<S>                                 <C>                                                                         <C>
ARTICLE I             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION ................................   1

         SECTION 1.01.              Definitions ..............................................................   1
         SECTION 1.02.              Compliance Certificates and Opinions .....................................   9
         SECTION 1.03.              Form of Documents Delivered to Trustee ...................................  10
         SECTION 1.04.              Acts of Securityholders ..................................................  10
         SECTION 1.05.              Notices, etc., to Trustee and Company ....................................  12
         SECTION 1.06.              Notices to Securityholders; Waiver .......................................  13
         SECTION 1.07.              Language of Notices, Etc .................................................  14
         SECTION 1.08.              Conflict with Trust Indenture Act ........................................  14
         SECTION 1.09.              Effect of Headings and Table of Contents .................................  14
         SECTION 1.10.              Successors and Assigns ...................................................  14
         SECTION 1.11.              Separability Clause ......................................................  14
         SECTION 1.12.              Benefits of Indenture ....................................................  14
         SECTION 1.13.              Legal Holidays ...........................................................  14
         SECTION 1.14.              Governing Law ............................................................  15
         SECTION 1.15.              Judgment Currency; Payment to be in Proper Currency ......................  15
         SECTION 1.16.              Moneys of Different Currencies to be Segregated ..........................  16

ARTICLE II            SECURITY FORMS .........................................................................  16
         SECTION 2.01.              Forms Generally ..........................................................  16
         SECTION 2.02.              Form of Securities .......................................................  17
         SECTION 2.03.              Form of Trustee's Certificate of Authentication ..........................  17

ARTICLE III           THE SECURITIES .........................................................................  18
         SECTION 3.01.              Title and Terms ..........................................................  18
         SECTION 3.02.              Denominations ............................................................  20
         SECTION 3.03.              Execution, Authentication, Delivery and Dating ...........................  21
         SECTION 3.04.              Temporary Securities .....................................................  22
         SECTION 3.05.              Registration, Registration of Transfer and Exchange ......................  24
         SECTION 3.06.              Mutilated, Destroyed, Lost and Stolen Securities .........................  27
         SECTION 3.07.              Payment of Interest; Interest Rights Preserved ...........................  28


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                                       i

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                                      TABLE OF CONTENTS
                                        (continued)

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<CAPTION>

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         SECTION 3.08.              Persons Deemed Owners ....................................................  30
         SECTION 3.09.              Cancellation .............................................................  30
         SECTION 3.10.              Computation of Interest ..................................................  31
         SECTION 3.11.              Forms of Certification ...................................................  31
         SECTION 3.12.              Payment in Currencies ....................................................  31
         SECTION 3.13.              CUSIP Numbers ............................................................  33

ARTICLE IV            REDEMPTION OF SECURITIES ...............................................................  34
         SECTION 4.01.              Applicability of Article .................................................  34
         SECTION 4.02.              Election to Redeem; Notice to Trustee ....................................  34
         SECTION 4.03.              Selection by Trustee of Securities to be Redeemed ........................  34
         SECTION 4.04.              Notice of Redemption .....................................................  35
         SECTION 4.05.              Deposit of Redemption Price ..............................................  35
         SECTION 4.06.              Securities Payable on Redemption Date ....................................  35
         SECTION 4.07.              Securities Redeemed in Part ..............................................  36
         SECTION 4.08.              Redemption Suspended During Event of Default .............................  36

ARTICLE V             COVENANTS ..............................................................................  37
         SECTION 5.01.              Payment of Principal, Premium, if any, Maturity Consideration and Interest  37
         SECTION 5.02.              Maintenance of Office or Agency ..........................................  37
         SECTION 5.03.              Money or Other Property for Security Payments and Deliveries to
                                    be Held in Trust .........................................................  38
         SECTION 5.04.              Additional Amounts .......................................................  40
         SECTION 5.05.              Corporate Existence ......................................................  40
         SECTION 5.06.              Statement as to Compliance ...............................................  41
         SECTION 5.07.              Waiver of Certain Covenants ..............................................  41
         SECTION 5.08.              Calculation of Original Issue Discount ...................................  41
         SECTION 5.09.              Statement by Officers as to Default ......................................  42

ARTICLE VI            HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY ......................................  42
         SECTION 6.01.              Company to Furnish Trustee Names and Addresses of Holders ................  42


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                                       ii

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                               TABLE OF CONTENTS
                                  (continued)

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<CAPTION>
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         SECTION 6.02.              Preservation of Information; Communications to Holders ...................  42
         SECTION 6.03.              Reports by Trustee .......................................................  43
         SECTION 6.04.              Reports by the Company ...................................................  44

ARTICLE VII           REMEDIES ...............................................................................  45
         SECTION 7.01.              Events of Default ........................................................  45
         SECTION 7.02.              Acceleration of Maturity; Rescission and Annulment .......................  45
         SECTION 7.03.              Collection of Indebtedness and Suits for Enforcement by Trustee ..........  46
         SECTION 7.04.              Trustee May File Proofs of Claim .........................................  47
         SECTION 7.05.              Trustee May Enforce Claims Without Possession of Securities ..............  48
         SECTION 7.06.              Application of Money or Other Property Collected .........................  48
         SECTION 7.07.              Limitation on Suits ......................................................  49
         SECTION 7.08.              Unconditional Right of Securityholders to Receive Principal, Premium,
                                    Maturity Consideration and Interest ......................................  50
         SECTION 7.09.              Restoration of Rights and Remedies .......................................  50
         SECTION 7.10.              Rights and Remedies Cumulative ...........................................  51
         SECTION 7.11.              Delay or Omission Not Waiver .............................................  51
         SECTION 7.12.              Control by Securityholders ...............................................  51
         SECTION 7.13.              Waiver of Past Defaults ..................................................  52
         SECTION 7.14.              Undertaking for Costs ....................................................  52
         SECTION 7.15.              Waiver of Stay or Extension Laws .........................................  52

ARTICLE VIII          THE TRUSTEE ............................................................................  53
         SECTION 8.01.              Certain Duties and Responsibilities ......................................  53
         SECTION 8.02.              Notice of Default ........................................................  54
         SECTION 8.03.              Certain Rights of Trustee ................................................  54
         SECTION 8.04.              Not Responsible for Recitals or Issuance of Securities ...................  55
         SECTION 8.05.              May Hold Securities ......................................................  56
         SECTION 8.06.              Money or Other Property Held in Trust ....................................  56
         SECTION 8.07.              Compensation and Reimbursement ...........................................  56
         SECTION 8.08.              Disqualification; Conflicting Interests ..................................  57

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                                      iii

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                                     TABLE OF CONTENTS
                                        (continued)

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         SECTION 8.09.              Corporate Trustee Required; Eligibility ..................................  57
         SECTION 8.10.              Resignation and Removal; Appointment of Successor ........................  58
         SECTION 8.11.              Acceptance of Appointment by Successor ...................................  60
         SECTION 8.12.              Merger, Conversion, Consolidation or Succession to Business of Trustee ...  61
         SECTION 8.13.              Preferential Collection of Claims against Company ........................  61
         SECTION 8.14.              Appointment of Authenticating Agent ......................................  61

ARTICLE IX            SUPPLEMENTAL INDENTURES ................................................................  63
         SECTION 9.01.              Supplemental Indentures Without Consent of Securityholders ...............  63
         SECTION 9.02.              Supplemental Indentures With Consent of Securityholders ..................  64
         SECTION 9.03.              Execution of Supplemental Indentures .....................................  66
         SECTION 9.04.              Effect of Supplemental Indentures ........................................  66
         SECTION 9.05.              Conformity with Trust Indenture Act ......................................  66
         SECTION 9.06.              Reference in Securities to Supplemental Indentures .......................  66

ARTICLE X             CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER ..........................................  67
         SECTION 10.01.             Company May Consolidate, etc., Only on Certain Terms .....................  67
         SECTION 10.02.             Successor Corporation Substituted ........................................  67

ARTICLE XI            SATISFACTION AND DISCHARGE .............................................................  68
         SECTION 11.01.             Satisfaction and Discharge of Indenture ..................................  68
         SECTION 11.02.             Application of Trust Money or Property ...................................  70

ARTICLE XII           IMMUNITY OF INCORPORATORS, STOCKHOLDERS,  OFFICERS AND DIRECTORS .......................  70
         SECTION 12.01.             Exemption from Individual Liability ......................................  70

ARTICLE XIII          SINKING FUNDS ..........................................................................  70
         SECTION 13.01.             Applicability of Article .................................................  70
         SECTION 13.02.             Satisfaction of Sinking Fund Payments with Securities ....................  71
         SECTION 13.03.             Redemption of Securities for Sinking Fund ................................  71

ARTICLE XIV           SUBORDINATION ..........................................................................  71
         SECTION 14.01.             Agreement to Subordinate .................................................  71

</TABLE>


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                                             TABLE OF CONTENTS
                                               (continued)
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<CAPTION>
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         SECTION 14.02.             Distribution on Dissolution, Liquidation and Reorganization; Subrogation
                                    of Securities ............................................................  72
         SECTION 14.03.             Payments on Securities Prohibited During Event of Default Under Senior
                                    Indebtedness .............................................................  74
         SECTION 14.04.             Reserved .................................................................  75
         SECTION 14.05.             Authorization of Holders to Trustee to Effect Subordination ..............  75
         SECTION 14.06.             Notice to Trustee ........................................................  75
         SECTION 14.07.             Right of Trustee to Hold Senior Indebtedness .............................  76
         SECTION 14.08.             Article Fourteen Not to Prevent Defaults or Events of Default ............  76
         SECTION 14.09.             Trustee Compensation, Etc. Not Prejudiced ................................  76

ARTICLE XV            MISCELLANEOUS ..........................................................................  76
         SECTION 15.01.             Counterparts .............................................................  76

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                                       v

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<S>                                             <C>
         EXHIBIT A                  Form of Certificate to be Given by Person Entitled to Receive Bearer Note Certificate

         EXHIBIT                    B Form of Certificate to be Given by Euroclear and Clearstream in Connection with
                                    the Exchange of a Portion of a Temporary Global Note Certificate

         EXHIBIT C                  Form of Certificate to be Given by Euroclear and Clearstream to Obtain Interest Prior to
                                    an Exchange Date Certificate

         EXHIBIT D                  Form of Certificate to be Given by Beneficial Owners to Obtain Interest Prior to an
                                    Exchange Date Certificate

         EXHIBIT E                  Additional Provisions Relating to Book-Entry Securities and Transfers in Certain
                                    Situations
</TABLE>

                                       vi

<PAGE>

         THIS INDENTURE is dated as of November 4, 2002 between SUSQUEHANNA
BANCSHARES, INC., a corporation duly organized and existing under the laws of
the Commonwealth of Pennsylvania (hereinafter called the "Company"), having its
principal executive office at 26 North Cedar Street, Lititz, Pennsylvania, 17543
and J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (hereinafter called the
"Trustee"), having a designated corporate trust office located in Pittsburgh,
Pennsylvania.

                             RECITALS OF THE COMPANY

         The Company deems it necessary from time to time to issue its unsecured
subordinated debentures, notes or other evidence of indebtedness to be issued in
one or more series (hereinafter called the "Securities") as hereinafter set
forth, and to provide therefor the Company has duly authorized the execution and
delivery of this Indenture;

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed by the
Company and the Trustee, for the equal and proportionate benefit of all Holders
of the Securities or of any series thereof, as follows:

                                   ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01. Definitions.

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

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

         (2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

         (3) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles
and, except as otherwise herein expressly provided, the term "generally accepted
accounting principles" with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted at the
date of such computation; and

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

         Certain terms, used principally in Article Eight, are defined in that
Article.

<PAGE>

         "Act", when used with respect to any Holder, has the meaning specified
in Section 1.04.

         "Affiliate" means, with respect to a specified Person, any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person.

         "Authenticating Agent" means any Person authorized to act on behalf of
the Trustee to authenticate Securities pursuant to Section 8.14.

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

         "Authorized Officer" means the Chairman of the Board, the Chief
Executive Officer, the President, any Vice Chairman of the Board, the Chief
Financial Officer, any Vice President, the Treasurer, the Secretary, the
Controller, any Assistant Controller, any Assistant Treasurer or any Assistant
Secretary of the Company.

         "Bearer Security" means any Security in the form established pursuant
to Section 2.02 which is payable to bearer.

         "Board of Directors" means either the board of directors of the
Company, any duly authorized committee of that board, the Chairman, any Vice
Chairman, the President or any Vice President of the Company duly authorized by
the Board of Directors of the Company to take a specified action or make a
specified determination.

         "Board Resolution" means a resolution duly adopted by the Board of
Directors.

         "Business Day" means any day other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions are authorized
or obligated by law, regulation or executive order to close in The City of New
York or in Pittsburgh, Pennsylvania, or, with respect to Securities denominated
in a Foreign Currency, in the city specified in the Board Resolution pursuant to
Section 3.01, and with respect to Securities which will bear interest based on a
specified percentage of London interbank offered quotations, a day which is also
a day on which banks in London, England are open for business (including
dealings in foreign exchange and foreign currency deposits).

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

         "Common Depository" has the meaning specified in Section 3.04.

                                       2

<PAGE>

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

         "Company Request" or "Company Order" mean, respectively, a written
request or order signed in the name of the Company by any two Authorized
Officers and delivered to the Trustee.

         "Components", with respect to a composite currency means the currency
amounts that are components of such composite currency on the conversion date
with respect to such composite currency. After such conversion date if the
official unit of any component currency is altered by way of combination or
subdivision, the number of units of such currency in the Component shall be
proportionately divided or multiplied. After such conversion date if two or more
component currencies are consolidated into a single currency, the amounts of
those currencies as Components shall be replaced by an amount in such single
currency equal to the sum of the amounts of such consolidated component
currencies expressed in such single currency, and such amount shall thereafter
be a Component. If after such conversion date any component currency shall be
divided into two or more currencies, the amount of such currency as a Component
shall be replaced by amounts of such two or more currencies, each of which shall
be equal to the amount of such former component currency divided by the number
of currencies into which such component currency was divided, and such amounts
shall thereafter be Components.

         "Corporate Trust Office" means the designated corporate trust office of
the Trustee, at which at any particular time its corporate trust business shall
be administered, which office, at the date of execution of this Agreement, is
located at One Oxford Centre, Suite 1100, Pittsburgh, Pennsylvania 15217.

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

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

         "Default" has the meaning specified in Section 7.07.

         "Defaulted Interest" has the meaning specified in Section 3.07.

         "Euro" means the single currency of participating member states which
was introduced on January 1, 1999 at the commencement of the third stage of
European economic and monetary union pursuant to the Treaty establishing the
European Communities as amended by the Treaty on European Union.

         "Event of Default" has the meaning specified in Section 7.01.

         "Exchange Date" has the meaning specified in Section 3.04.

         "Exchange Rate" means (a) if pursuant to Section 3.12(i) payment is to
be made in U.S. dollars with respect to a Security denominated in a Foreign
Currency, the highest firm bid quotation for U.S. dollars received by the
Exchange Rate Agent at approximately 11:00 A.M.,

                                        3

<PAGE>

New York City time on the second Business Day preceding the applicable payment
date (or, if no such rates are quoted on such date, the last date on which such
rates were quoted), from three recognized foreign exchange dealers in The City
of New York selected by the Exchange Rate Agent and approved by the Company (one
of which may be the Exchange Rate Agent) for the purchase by the quoting dealer,
for settlement on such payment date, of the aggregate amount of the Foreign
Currency payable on such payment date in respect of all Securities denominated
in such Foreign Currency and (b) if an Exchange Rate is to be computed for
purposes of any provisions other than Section 3.l2(i), the rate determined
pursuant to the foregoing clause (a) on such date and at such time as may be
specified in the relevant provision.

         In the case of clause (a) above, if no such bid quotations are
available, payments pursuant to Section 3.12(i) will be made in the applicable
Foreign Currency, unless such Foreign Currency is unavailable due to the
imposition of exchange controls (or, in the case of a composite currency, such
currency ceases to be used for the purposes for which it was established as
provided in Section 3.12(iv)) or other circumstances beyond the control of the
Company, in which case the Company will be entitled to make payments in U.S.
dollars on the basis of the Market Exchange Rate for such Foreign Currency.

         If for any reason any of the foregoing rates are not available with
respect to one or more Foreign Currencies for which an Exchange Rate is
required, the Company shall use the most recently available quotation of the
Federal Reserve Bank of New York, or quotations from one or more commercial
banks in The City of New York or in the country of issue of the Foreign Currency
in question, or such other quotations as the Company, in each case, shall deem
appropriate; provided, however, that if there is more than one market for
dealing in any Foreign Currency by reason of foreign exchange regulations or
otherwise, the market to be used for such quotations shall be the largest market
upon which a nonresident issuer of securities designated in such Foreign
Currency would purchase such Foreign Currency in order to make payments in
respect of such securities.

         "Exchange Rate Agent" means the New York clearing house bank designated
by the Company to act as such for any series of Securities for that series (with
notice to the Trustee for that series), or any successor thereto, and may be the
Trustee for that series.

         "Exchange Rate Officer's Certificate", with respect to any date for the
payment of principal of (and premium, if any) and interest on any series of
Securities, means a certificate signed by an officer of the Exchange Rate Agent
and delivered to the Company and to the Trustee, setting forth (i) the
applicable Market Exchange Rate or Exchange Rate and (ii) the U.S. dollar or
Foreign Currency amount of principal (and premium, if any) and interest payable
with respect to a Security of any series on the basis of the Market Exchange
Rate or Exchange Rate, as the case may be (on an aggregate basis and on the
basis of a Security having the lowest denomination principal amount pursuant to
Section 3.02 in the relevant currency).

         "Foreign Currency" means a currency issued by the government of any
country (other than a currency of the United States of America) or any composite
currency based on the aggregate value of currencies of any group of countries.

         "Holder", when used with respect to any Security, means a
Securityholder.

                                        4

<PAGE>

         "Indebtedness Ranking Junior to the Securities" means any obligation of
the Company which ranks junior to and not equally with or senior to the
Securities in right of payment upon the occurrence of any insolvency,
receivership, conservatorship, reorganization, readjustment of debt, marshalling
of assets and liabilities or similar proceedings or any liquidation or
winding-up of or relating to the Company as a whole, whether voluntary or
involuntary.

         "Indebtedness Ranking on a Parity with the Securities" means any
obligation of the Company which ranks equally with and not senior to the
Securities in right of payment upon the occurrence of any insolvency,
receivership, conservatorship, reorganization, readjustment of debt, marshalling
of assets and liabilities or similar proceedings or any liquidation or
winding-up of or relating to the Company as a whole, whether voluntary or
involuntary.

         "Indenture" means with respect to each series of Securities for which a
Person is acting as Trustee, this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of any particular series of Securities for which
such Person is Trustee established as contemplated by Section 3.01 exclusive,
however, of any provisions or terms which relate solely to other series of
Securities for which such Person is not Trustee, regardless of when such terms
or provisions were adopted, and exclusive of any provisions or terms adopted by
means of one or more indentures supplemental hereto executed and delivered after
such Person had become such Trustee but to which such Person, as such Trustee,
was not a party.

         "Interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

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

         "Judgment Currency" has the meaning specified in Section 1.15.

         "Market Exchange Rate" means (a) if pursuant to Section 3.12(iv)
payment is to be made in U.S. dollars with respect to a Security denominated in
a Foreign Currency (other than a composite currency), the noon buying rate in
The City of New York for cable transfers of such Foreign Currency as certified
by the Federal Reserve Bank of New York on the second Business Day preceding the
applicable payment date and (b) if pursuant to Section 3.12(iv) payment is to be
made in U.S. dollars with respect to a Security denominated in a composite
currency, for each Component of such composite currency, the Market Exchange
Rate determined pursuant to the foregoing clause (a) on the second Business Day
preceding the applicable payment date.

         In the event a Market Exchange Rate as described in clause (a) or (b)
above is not available, the Company will be entitled to make payments in U.S.
dollars pursuant to Section 3.12(iv) on the basis of the most recently available
Market Exchange Rate for such Foreign Currency or each Component of such
composite currency, as the case may be.

         "Maturity", when used with respect to any Security, means the date on
which the principal or Maturity Consideration of such Security (or any
installment of principal or Maturity

                                        5

<PAGE>

Consideration) becomes due and payable or deliverable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise.

         "Maturity Consideration" means securities, which may be issued by the
Company or another Person, or a combination of cash, such securities and/or
other property that may be delivered to Holders of Securities of any series to
satisfy the Company's obligations with regard to payment upon Maturity, or upon
any redemption or required repurchase or in connection with any exchange
provisions, or any interest payment.

         "New York Banking Day" has the meaning specified in Section 1.15.

         "1995 Notes" means the Company's 9.00% Subordinated Notes Due 2005
issued in the original aggregate principal amount of $50,000,000.

         "Officers' Certificate" means a certificate signed by two Authorized
Officers and delivered to the Trustee. Each such certificate shall contain the
statements set forth in Section 1.02.

         "Opinion of Counsel" means a written opinion of counsel, who may
(except as otherwise expressly provided in this Indenture) be an employee of the
Company, and who shall be acceptable to the Trustee.

         "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 7.02.

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

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

                  (ii) such Securities for whose payment or redemption money in
         the necessary amount has been theretofore deposited with the Trustee
         for such series or any Paying Agent in trust for the Holders of such
         Securities, provided that, if such Securities are to be redeemed,
         notice of such redemption has been duly given pursuant to this
         Indenture or provision therefor satisfactory to the Trustee has been
         made; and

                  (iii) such Securities which have been paid pursuant to Section
         3.06 or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         protected purchaser (within the meaning of Article 8 of the Uniform
         Commercial Code) in whose hands such Securities are valid obligations
         of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of such Securities Outstanding have given any request, demand,
authorization, direction, notice,

                                        6

<PAGE>

consent or waiver hereunder, the principal amount of Original Issue Discount
Securities 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 7.02, and Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which are registered in the Security Register in the name of the
Company, any obligor stated to be so obligated on such Securities or any
Affiliate of the Company or such obligor which is listed as such on an Officers'
Certificate delivered to the Trustee for that Series shall be disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor. The Trustee shall be entitled to
conclusively rely upon an Officers' Certificate as conclusive evidence regarding
the ownership or pledge of Securities by the Company or any Affiliate of the
Company.

         "Paying Agent" means, with respect to any series of Securities, any
Person authorized by the Company to pay or deliver the principal of (and
premium, if any), Maturity Consideration or interest on, any Securities of that
series on behalf of the Company.

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

         "Place of Payment", when used with respect to the Securities of any
series, means the place or places where, subject to the provisions of Section
5.02, the principal of (and premium, if any), Maturity Consideration and
interest on the Securities of that series are payable or deliverable as
specified in accordance with Section 3.01.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

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

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

         "Registered Security" means any Security in the form established
pursuant to Section 2.01 which is registered in the Security Register.

                                        7

<PAGE>

         "Regular Record Date" for the interest payable on any Security on any
Interest Payment Date means the date, if any, specified in such Security as the
"Regular Record Date".

         "Required Currency" means the currency in which principal of (and
premium, if any), Maturity Consideration and interest on a Security is payable
pursuant to Section 3.12.

         "Responsible Officer", means, when used with respect to the Trustee, an
officer within the corporate trust department, who has direct responsibility for
the administration of this Indenture and any other officer of the Trustee to
whom corporate trust matters are referred because of his knowledge and
familiarity with the particular subject.

         "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

         "Securityholder" means, in the case of a Registered Security, the
Person in whose name the Security is registered in the Security Register and, in
the case of a Bearer Security (or any temporary global Security in bearer form),
the bearer thereof and, when used with respect to any coupon, the bearer
thereof.

         "Security Register" has the meaning specified in Section 3.05.

         "Security Registrar" and "Co-Security Registrar" have the meanings
specified in Section 3.05.

         "Senior Indebtedness" means all obligations of the Company, whether
outstanding on the date of the execution of this Indenture or thereafter
created, assumed or incurred, to make payment or delivery pursuant to the terms
of (i) the Company's indebtedness for money borrowed (as defined herein), other
than (a) the Securities, (b) any Indebtedness Ranking Junior to the Securities
and (c) any Indebtedness Ranking on a Parity with the Securities, including the
1995 Notes, (ii) financial instruments such as (a) securities contracts and
foreign currency exchange contracts, (b) derivative instruments, such as swap
agreements (including interest rate and foreign exchange rate swap agreements),
cap agreements, floor agreements, interest rate agreements, commodity contracts
or options, and (c) in the case of (ii)(a) and (ii)(b) above, similar financial
instruments, and (iii) any deferrals, renewals or extensions of any such Senior
Indebtedness. The term "indebtedness for money borrowed" as used in the
foregoing sentence shall include, without limitation, any obligation of the
Company, or any obligation guaranteed by the Company, for the repayment of
borrowed money, whether or not evidenced by bonds, debentures, notes or other
written instruments, and any deferred obligation of the Company for the payment
of the purchase price of property or assets (excluding trade accounts payable or
accrued liabilities in the ordinary course of business). Senior Indebtedness may
also include other obligations of the Company to the extent specifically
provided in the terms of a series of Securities established pursuant to Section
3.01.

         "Special Record Date" for the payment of any Defaulted Interest (as
defined in Section 3.07) means the date fixed by the Trustee pursuant to Section
3.07.

         "Specified Currency" means the currency in which the Securities of any
series are denominated.

                                        8

<PAGE>

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

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

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

         "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, as in force at the date as
of which this instrument was executed, except as provided in Section 9.05.

         "United States" means the United States of America (including the
States and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

         "United States Alien" means any Person who, for United States federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien subsidiary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

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

         "Voting Stock" means stock of the class or classes having general
voting power under ordinary circumstances to elect at least a majority of the
Board of Directors, managers or trustees of such Corporation (irrespective of
whether or not at the time stock of any other class or classes shall have or
might have voting power by reason of the happening of any contingency).

         SECTION 1.02. Compliance Certificates and Opinions.

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent
(including any covenants, compliance with which constitutes a condition
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 that such action is authorized or permitted by this
Indenture and that all such conditions precedent (including any covenants,
compliance with which constitutes a condition precedent), if any, have

                                        9

<PAGE>

been complied with, except that in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than annual
certificates provided pursuant to Section 5.10) shall include:

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

                  (ii) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

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

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

         SECTION 1.03. Form of Documents Delivered to Trustee.

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

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

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

         SECTION 1.04. Acts of Securityholders.

                                       10

<PAGE>

                  (i) Any request, demand, authorization, direction, notice,
         consent, waiver or other action provided by this Indenture to be given
         or taken by Securityholders of any series may be embodied in and
         evidenced by one or more instruments of substantially similar tenor
         signed by such Securityholders in person or by an agent duly appointed
         in writing; and, except as herein otherwise expressly provided, such
         action shall become effective when such instrument or instruments are
         delivered to the Trustee, and, where it is hereby expressly required,
         to the Company. Such instrument or instruments (and the action embodied
         therein and evidenced thereby) are herein sometimes referred to as the
         "Act" of the Securityholders signing such instrument or instruments.
         Proof of execution of any such instrument or of a writing appointing
         any such agent shall be sufficient for any purpose of this Indenture
         and (subject to Section 8.01) conclusive in favor of the Trustee and
         the Company, if made in the manner provided in this Section.

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

                  (iii) The ownership of Registered Securities shall be proved
         by the Security Register.

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

                  (v) The fact and date of execution of any such instrument or
         writing, the authority of the Person executing the same and the
         principal amount and serial numbers of Bearer Securities held by the
         Person so executing such instrument or writing and the date of holding
         the same may also be proved in any other manner which the

                                       11

<PAGE>

         Trustee deems sufficient; and the Trustee may in any instance require
         further proof with respect to any of the matters referred to in this
         Section.

                  (vi) Any request, demand, authorization, direction, notice,
         consent, waiver or other action by the Holder of any Security shall
         bind every future Holder of the same Security and the Holder of every
         Security issued upon the registration of transfer thereof or in
         exchange therefor or in lieu thereof or the Holder of any Predecessor
         Security, in respect of any action taken, suffered or omitted by the
         Trustee or the Company in reliance thereon, whether or not notation of
         such action is made upon such Security.

                  (vii) For purposes of determining the principal amount of
         Outstanding Securities of any series, or if such Outstanding Securities
         are not payable at Maturity for a fixed principal amount, the issue
         price of Outstanding Securities of any series, the Securityholders of
         which are required, requested or permitted to give any request, demand,
         authorization, direction, notice, consent, waiver or take any other Act
         under the Indenture, each Security denominated in a Foreign Currency
         shall be deemed to have a principal amount or issue price determined by
         converting the principal amount or issue price of such Security in the
         currency or currencies in which such Security is denominated into U.S.
         dollars at the Exchange Rate(s) as of 9:00 A.M. New York City time as
         determined by an Exchange Rate Agent (as evidenced by a certificate of
         such Exchange Rate Agent) on the date such Act is delivered to the
         Trustee pursuant to Section 1.04(i). Any such determination by the
         Company or an Exchange Rate Agent shall be conclusive and binding on
         the Holders and the Trustee for such series, and neither the Company
         nor such Exchange Rate Agent shall be liable therefor in the absence of
         bad faith.

                  (viii) The Company may, but shall not be obligated to, set a
         record date for purposes of determining the identity of Holders
         entitled to vote or consent to any action by vote or consent authorized
         or permitted under this Indenture. If a record date is fixed, those
         persons who were Holders of Securities at such record date (or their
         duly designated proxies), and only those persons, shall be entitled to
         take such action by vote or consent or to revoke any vote or consent
         previously given, whether or not such persons continue to be Holders
         after such record date. No such vote or consent shall be valid or
         effective for more than 120 days after such record date.

         SECTION 1.05. Notices, etc., to Trustee and Company.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Securityholders or other document provided or permitted by this
Indenture to be made upon, given or delivered to, or filed with,

                  (i) the Trustee by any Securityholder or by the Company shall
         be sufficient for every purpose hereunder if made, delivered or filed
         in writing to or with the Trustee and received at its Corporate Trust
         Office; or

                                       12

<PAGE>

                  (ii) the Company by any Securityholder or by the Trustee shall
         be sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class, postage
         prepaid, to the Company addressed to the attention of its Secretary at
         the address of its principal office specified in the first paragraph of
         this Indenture, or at any other address previously furnished in writing
         to the Trustee by an Authorized Officer of the Company.

         SECTION 1.06. Notices to Securityholders; Waiver.

         Where this Indenture or any Security provides for notice to Holders of
any series of Securities of any event:

                  (1) Such notice shall be sufficiently given (unless otherwise
         herein, or in such Security, expressly provided) if in writing and
         mailed, first-class postage prepaid, to each Holder of a Registered
         Security affected by such event, at his address as it appears in the
         Security Register, not later than the latest date, and not earlier than
         the earliest date, prescribed for the giving of such notice.

                  (2) Such notice shall be sufficiently given to Holders of
         Bearer Securities if published in an Authorized Newspaper in The City
         of New York and, if the Securities of such series are then listed on
         The International Stock Exchange of the United Kingdom and the Republic
         of Ireland Limited and such stock exchange shall so require, in London
         and, if the Security of such series are then listed on the Luxembourg
         Stock Exchange and such stock exchange shall so require, in Luxembourg
         and, if the Security of such series are then listed on any other stock
         exchange and such stock exchange shall so require, in any other
         required city outside the United States or, if not practicable,
         elsewhere in Europe on a Business Day at least twice, the first such
         publication to be not earlier than the earliest date, and not later
         than the latest date, prescribed for the giving of such notice; it
         being understood that the Company shall notify the Trustee of any of
         the foregoing requirements a reasonable amount of time prior to the
         date on which such notice must be given (but in no event less than five
         Business Days).

         In case by reason of the suspension of regular mail service in the
applicable country or countries or by reason of any other case it shall be
impracticable to give such notice to Holders of Registered Securities by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder. In any case
where notice to Holders of Registered Securities is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder of a Registered Security shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities or the sufficiency
of any notice by publication to Holders of Bearer Securities given as provided
above.

         In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient

                                       13

<PAGE>

notice to such Holders for every purpose hereunder. Neither the failure to give
notice by publication to Holders of Bearer Securities as provided above, nor any
defect in any notice so published, shall affect the sufficiency of any notice
mailed to Holders of Registered Securities as provided above.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Such waivers of notice by Securityholders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

         SECTION 1.07. Language of Notices, Etc.

         Any request, demand, authorization, direction, notice, consent, or
waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication, as may be specified in a form of Security or, in the
absence of such specification, as directed in writing by the Company.

         SECTION 1.08. Conflict with Trust Indenture Act.

         If and to the extent that any provision hereof limits, qualifies or
conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of
the Trust Indenture Act through operation of Section 318(c) thereof, such
imposed duties shall control.

         SECTION 1.09. Effect of Headings and Table of Contents.

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

         SECTION 1.10. Successors and Assigns.

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

         SECTION 1.11. Separability Clause.

         In case any provision in this Indenture or in the 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.

         SECTION 1.12. Benefits of Indenture.

         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, the Holders and, to the extent provided in Article Fourteen hereof,
the holders of Senior Indebtedness, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

         SECTION 1.13. Legal Holidays.

                                       14

<PAGE>

         In any case where any Interest Payment Date, Stated Maturity or
Redemption Date of any Security or any date on which any Defaulted Interest is
proposed to be paid or delivered shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provisions of the Securities or this
Indenture) payment or delivery of the principal of (and premium, if any),
Maturity Consideration or interest on any Securities need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day or such other Business Day as may be specified in an Officers' Certificate
delivered to the appropriate Trustee pursuant to Section 3.01 hereof, at such
Place of Payment with the same force and effect as if made on the Interest
Payment Date, Stated Maturity or Redemption Date or on the date on which
Defaulted Interest is proposed to be paid or delivered, and, if such payment or
delivery is made, no interest shall accrue on such payment or delivery for the
period from and after any such Interest Payment Date, Stated Maturity,
Redemption Date or on the date on which Defaulted Interest is proposed to be
paid or delivered, as the case may be.

         SECTION 1.14. Governing Law.

         This Indenture and the Securities shall be construed in accordance with
and governed by the laws of the State of New York without regard to conflicts of
laws principles thereof.

         SECTION 1.15. Judgment Currency; Payment to be in Proper Currency.

         Each reference in any Security to any currency shall be of the essence.
Subject to Section 3.12(iv), the Company agrees, to the fullest extent that it
may effectively do so under applicable law, that (a) if for the purpose of
obtaining judgment in any court it is necessary to convert the sum or amount of
Maturity Consideration due or payable in respect of the principal of (and
premium, if any), Maturity Consideration or interest on the Securities of any
series in a Specified Currency into a currency in which a judgment will be
rendered (the "Judgment Currency"), the rate of exchange used shall be the
Exchange Rate (as determined by the Exchange Rate Agent) as of 11:00 A.M. New
York City time on the New York Banking Day immediately preceding that on which
final unappealable judgment is given and (b) its obligations to make any payment
or delivery of principal of (and premium, if any), Maturity Consideration and
interest on any Security (i) shall not be discharged or satisfied by any tender
by the Company, or recovery by the Trustee, either pursuant to any judgment
(whether or not entered in accordance with subsection (a) above) or otherwise,
in any currency other than the Required Currency except to the extent that such
tender or recovery shall result in the Trustee timely holding the full amount of
the Required Currency then due and payable in respect of such payments, (ii)
shall be enforceable as an alternative or additional cause of action for the
purpose of recovering, in the Required Currency, the amount, if any, by which
such timely holding shall fall short of the full amount of the Required Currency
so expressed to be then due and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized or required by law or executive order to
close. Except as permitted under Section 3.12(iv), if any such tender or
recovery is in a currency other than the Required Currency, the Trustee may take
such actions as it considers appropriate to exchange such currency for the
Required Currency; provided, however, the Trustee shall have no obligation to
make any payment in any currency tendered to or recovered by such Trustee. The
costs and risks of any such exchange, including

                                       15

<PAGE>

without limitation the risks of delay and exchange rate fluctuation, shall be
borne by the Company, and the Company shall remain fully liable for any
shortfall or delinquency in the full amount of the Required Currency then due
and payable, and in no circumstances shall the Trustee be liable therefor. The
Company hereby waives any defense of payment based upon any such tender or
recovery which is not in the Required Currency, or which, when exchanged for the
Required Currency by the Trustee, is less than the full amount of the Required
Currency then due and payable.

         SECTION 1.16. Moneys of Different Currencies to be Segregated.

         The Trustee shall, to the extent required by law, segregate all moneys,
funds and accounts held by the Trustee hereunder in one currency from any money,
funds or accounts in any other currencies, notwithstanding any provision herein
which would otherwise permit the Trustee to commingle such moneys, funds and
accounts.

                                   ARTICLE II

                                 SECURITY FORMS

         SECTION 2.01. Forms Generally.

         The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 3.03 for the authentication and delivery
of such Securities. If temporary Securities of any series are issued in global
form as permitted by Section 3.04, the form thereof also shall be established as
provided in the preceding sentence.

         The Trustee's certificate of authentication shall be in substantially
the form set forth in this Article.

         Unless otherwise provided as contemplated by Section 3.01 with respect
to any series of Securities, the Securities of each series shall be issuable in
registered form without coupons. If so provided as contemplated by Section 3.01,
the Securities of a series shall be issuable solely in bearer form, or in both
registered and bearer form. Unless otherwise specified as contemplated by
Section 3.01, Securities in bearer form shall have interest coupons attached.

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

                                       16

<PAGE>

         SECTION 2.02. Form of Securities.

         Each Security shall be in one of the forms approved from time to time
by or pursuant to a Board Resolution. Upon or prior to the delivery of a
Security in any such form to the Trustee for authentication, the Company shall
deliver to the Trustee the following:

                  (i) the Officers' Certificate required by Section 3.01 of this
         Indenture;

                  (ii) the Company Order required by Section 3.03 of this
         Indenture; and

                  (iii) the Opinion of Counsel required by Section 3.03 of this
         Indenture.

         SECTION 2.03. Form of Trustee's Certificate of Authentication.

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                       J. P. MORGAN TRUST COMPANY, NATIONAL
                                       ASSOCIATION,
                                       as Trustee

                                       By:
                                          ----------------------------------
                                          Authorized Officer

                                       17

<PAGE>

                                  ARTICLE III

                                 THE SECURITIES

         SECTION 3.01. Title and Terms.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued up
to the aggregate principal amount of Securities from time to time authorized by
or pursuant to a Board Resolution.

         The Securities may be issued in one or more series. All Securities of
each series issued under this Indenture shall in all respects be equally and
ratably entitled to the benefits hereof with respect to such series without
preference, priority or distinction on account of the actual time or times of
the authentication and delivery or Maturity of the Securities of such series.
There shall be established in or pursuant to a Board Resolution, and set forth
in an Officers' Certificate reasonably acceptable to the Trustee, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series,

                  (i) the title of the Securities, including CUSIP numbers, of
         the series (which shall distinguish the Securities of the series from
         all other Securities);

                  (ii) the Trustee for the Securities of the series (which
         Trustee shall be the Trustee named herein or a successor Trustee
         appointed in accordance with the terms of this Indenture);

                  (iii) any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of that series pursuant to this Article Three or Sections
         4.07 or 9.06);

                  (iv) the date or dates on which the principal or Maturity
         Consideration of the Securities of the series is payable or
         deliverable;

                  (v) the rate or rates, or the method to be used in
         ascertaining the rate or rates, at which the 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 or deliverable and the Regular Record Date for the interest
         payable or deliverable on any Interest Payment Date;

                  (vi) the place or places where, subject to the provisions of
         Section 5.02, the principal of (and premium, if any), Maturity
         Consideration and interest, if any, on Securities of the series shall
         be payable or deliverable;

                  (vii) the office or offices or agency where the Registered
         Securities may be presented for registration of transfer or exchange
         and the place or places where notices and demands to or upon the
         Company in respect of the Securities of such series may be made;

                                       18

<PAGE>

                  (viii) the period or periods within which, the price, prices
         or Maturity Consideration at which and the terms and conditions upon
         which Securities of the series may be redeemed, in whole or in part, at
         the option of the Company;

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

                  (x) the denominations in which Securities of the series shall
         be issuable;

                  (xi) (A) the currency of denomination of the Securities of the
         series, which may be in U.S. dollars or any Foreign Currency, (B) if
         such currency of denomination of such series is a composite currency
         other than the Euro, the agency or organization, if any, responsible
         for overseeing such composite currency and (C) if such Securities are
         denominated in a Foreign Currency, the financial center relative to
         such Foreign Currency;

                  (xii) the designation of the currency or currencies in which
         payment of the principal of (and premium, if any) and interest on the
         Securities of the series will be made (which shall be either U.S.
         dollars or the Foreign Currency in which such Security is denominated),
         and if in U.S. dollars on a Security denominated in a Foreign Currency,
         whether the Holders thereof may elect to have such payments made in
         such Foreign Currency;

                  (xiii) if the Securities of the series are to be denominated
         in a Foreign Currency, the designation of an Exchange Rate Agent for
         purposes of determining the amounts payable or deliverable with respect
         to such Securities in U.S. dollars or a Foreign Currency and exchanging
         a Foreign Currency into U.S. dollars or U.S. dollars into a Foreign
         Currency, as the case may be;

                  (xiv) if other than the principal amount thereof, the portion
         of the principal amount of Securities of the series which shall be
         payable or deliverable upon declaration of acceleration of the Maturity
         thereof pursuant to Section 7.02;

                  (xv) if the amount of payments of principal of (and premium,
         if any), Maturity Consideration or interest, if any, on Securities of
         the series may be determined with reference to an index based on a coin
         or currency other than that in which the Securities are to be payable
         or deliverable, the method or methods by which such amounts shall be
         determined;

                  (xvi) the extent to which any of the Securities will be
         issuable in temporary or permanent global form, and the manner in which
         any interest payable or deliverable on a temporary or permanent global
         Security shall be paid or delivered;

                                       19

<PAGE>

                  (xvii) any addition to or modification or deletion of any
         Event of Default, Default or covenants of the Company with respect to
         the Securities of the series, whether or not such Events of Default or
         covenants are consistent with the Events of Default or covenants set
         forth herein;

                  (xviii) any covenants solely for the benefit of the Securities
         of the series;

                  (xix) the appointment of any Paying Agent or Agents for the
         Securities of the series;

                  (xx) whether, and the terms and conditions relating to when
         the Company may satisfy all or part of its obligations with regard to
         payment or delivery upon Maturity, or any redemption or required
         repurchase or in connection with any exchange provisions, or any
         interest payment, by paying or delivering Maturity Consideration to the
         Holders of the Securities;

                  (xxi) any restrictions on transfer of the Securities of the
         series;

                  (xxii) any additional obligation of the Company to be included
         as Senior Indebtedness;

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

                  (xxiv) any legends to be placed on the Securities of the
         series;

                  (xxv) whether the Securities of the series may be issued in
         registered form, bearer form or a combination;

                  (xxvi) whether Securities shall vote and consent together with
         other Securities as a single class and/or shall constitute a single
         series with other Securities; and

                  (xxvii) whether the Securities are subject to the additional
         provisions relating to book-entry securities and transfers in certain
         situations set forth in Exhibit E attached hereto.

         All Securities of any one series and the coupons appertaining to Bearer
Securities of such series, if any, shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to a Board
Resolution and set forth in such Officers' Certificate or in any such indenture
supplemental hereto.

         All Securities shall be subordinate and junior in right of payment to
the obligations of the Company to holders of Senior Indebtedness of the Company
as provided in Article Fourteen.

         At the option of the Company, interest on the Securities of any series
that bear interest may be paid by mailing a check to the address of the Person
entitled thereto as such address shall appear in the Security Register.

                                       20

<PAGE>

         SECTION 3.02. Denominations.

         The Securities of each series shall be issuable in such form and
denominations as shall be specified as contemplated by Section 3.01. In the
absence of any specification with respect to the Securities of any series, the
Registered Securities of each series shall be issuable only as Securities
without coupons in minimum denominations of $250,000 and any integral multiple
of $1,000 in excess thereof and the Bearer Securities of each series, if any,
shall be issuable with coupons and in denominations of $10,000 and $50,000.

         SECTION 3.03. Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Chief Executive Officer, its President, one of its
Vice Chairmen or one of its Vice Presidents. The signatures of any or all of
these officers on the Securities may be manual or facsimile. Coupons shall bear
the facsimile signature of the Company's Chairman of the Board, its Chief
Executive Officer, its President, a Vice Chairman of the Board, its Chief
Financial Officer, one of its Executive Vice Presidents or the Treasurer.

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series, together with
any coupons appertaining thereto, executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities and such other documents as the Trustee may
reasonably request, and the Trustee shall, upon receipt of the Company Order,
authenticate and deliver such Securities as provided in this Indenture and not
otherwise; provided, however, that, in connection with its original issuance, no
Bearer Security shall be mailed or otherwise delivered to any location in the
United States; and provided, further, that a definitive Bearer Security may be
delivered in connection with its original issuance only if the Person entitled
to receive such Bearer Security shall have delivered to the Trustee, or such
other Person as shall be specified in a temporary global Security delivered
pursuant to Section 3.04, a certificate in the form required by Section 3.11(i).

         In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 8.01) shall be
fully protected in relying upon, an Opinion of Counsel complying with Section
1.02 and stating that,

                  (i) the form of such Securities has been established in
         conformity with the provisions of this Indenture;

                  (ii) the terms of such Securities have been established in
         conformity with the provisions of this Indenture;

                                       21

<PAGE>

                  (iii) all conditions precedent to the authentication and
         delivery of such Securities have been complied with and that such
         Securities, when authenticated and delivered by the Trustee and issued
         by the Company in the manner and subject to any conditions specified in
         such Opinion of Counsel, will constitute valid and legally binding
         obligations of the Company enforceable in accordance with their terms,
         subject to bankruptcy, insolvency, reorganization, moratorium and other
         laws of general applicability relating to or affecting the enforcement
         of creditors' rights and to general principles of equity; and

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

         The Trustee shall not be required to authenticate such Securities if
the issue thereof will adversely affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee. Notwithstanding the
generality of the foregoing, the Trustee will not be required to authenticate
Securities denominated in a Foreign Currency if the Trustee reasonably believes
that it would be unable to perform its duties with respect to such Securities.

         Each Registered Security shall be dated the date of its authentication;
and unless otherwise specified as contemplated by Section 3.01, each Bearer
Security and any temporary global Security referred to in Section 3.04 shall be
dated as of the date of issuance of such Security.

         No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless there appears on
such Security a certificate of authentication substantially in the form provided
for herein executed by the Trustee by manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only evidence that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits under this Indenture. Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 3.09 together with a written
statement (which need not comply with Section 1.02 and need not be accompanied
by an Opinion of Counsel but upon which the Trustee may conclusively rely and
shall be protected in acting upon in accordance with Section 8.03 hereof)
stating that such Security has never been issued or sold by the Company, for all
purposes of this Indenture, such Security shall be deemed never to have been
authenticated and delivered under this Indenture and shall never be entitled to
the benefits of this Indenture.

         SECTION 3.04. Temporary Securities.

         Pending the preparation of definitive Securities of any series, the
Company may execute, and upon delivery of a Company Order, the Trustee of such
series shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denominations, substantially of the tenor of the definitive Securities in lieu
of which they are issued in registered form or, if authorized, in bearer form
with one or more coupons or without coupons and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by

                                       22

<PAGE>

their execution of such Securities. In the case of any series which may be
issuable as Bearer Securities, such temporary Securities may be in global form,
representing such of the Outstanding Securities of such series as shall be
specified therein.

         Except in the case of temporary Securities in global form, each of
which shall be exchanged in accordance with the provisions of the following
paragraph, if temporary Securities of any series are issued, the Company will
cause definitive Securities of such series to be prepared without unreasonable
delay. After the preparation of definitive Securities, the temporary Securities
of such series shall be exchangeable for definitive Securities of such series
upon surrender of the temporary Securities of such series at the office or
agency of the Company in a Place of Payment for that series, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities of any series the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of such series of authorized denominations provided,
however, that no definitive Bearer Security shall be delivered in exchange for a
temporary Registered Security; and provided, further, that a definitive Bearer
Security shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in Section 3.03. Until so exchanged
the, temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series.

         If temporary Securities of any series are issued in global form, any
such temporary global Security shall, unless otherwise provided in such
temporary global Security, be delivered to the London office of a depository or
common depository (the "Common Depository"), as directed by the Company, for the
benefit of the operator of the Euroclear System ("Euroclear") and Clearstream
Banking, societe anonyme ("Clearstream"), for credit to the respective accounts
of the beneficial owners of such Securities (or to such other accounts as they
may direct). Upon receipt of a Company Order, the Trustee or any Authenticating
Agent shall authenticate such temporary global Security and make such indication
to reflect the initial principal amount, or an increase in the principal amount,
of Outstanding Securities represented thereby. Until such initial
authentication, such temporary global Security shall not evidence any obligation
of the Company. Such temporary global Security shall at any time represent the
aggregate principal amount of Outstanding Securities theretofore indicated
thereon as provided above, subject to reduction to reflect exchanges as
described below.

         Unless otherwise specified in such temporary global Security, and
subject to the second proviso in the following paragraph, the interest of a
beneficial owner of Securities in a series in a temporary global Security shall
be exchanged for definitive Securities of such series and of like tenor
following the Exchange Date when the account holder instructs Euroclear or
Clearstream, as the case may be, to request such exchange on his behalf and
delivers to Euroclear or Clearstream, as the case may be, a certificate in the
form required by Section 3.11(i), dated no earlier than fifteen days prior the
Exchange Date, copies of which certificate shall be available from the offices
of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed
for such series of Securities and each Paying Agent. Unless otherwise specified
in such temporary global Security, any such exchange shall be made free of
charge to the beneficial owners of such temporary global Security, except that
the Company may charge any Person receiving definitive Securities for the cost
of insurance, postage, transportation and the like in the

                                       23

<PAGE>

event that such Person does not take delivery of such definitive Securities in
person at the offices of Euroclear or Clearstream.

         Without unnecessary delay but in any event not later than five Business
Days prior to the date specified in, or determined pursuant to the terms of, any
such temporary global Security as the "Exchange Date" (the "Exchange Date"), the
Company shall deliver to the Trustee, or, if the Trustee appoints an
Authenticating Agent pursuant to Section 8.14, to any such Authenticating Agent,
definitive Securities in aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company. Unless
otherwise specified as contemplated by Section 3.01, such definitive Securities
shall be in the form of Bearer Securities or Registered Securities, or any
combination thereof, as may be specified by the Company to the Trustee or any
such Authenticating Agent, as may be appropriate. On or after the Exchange Date,
such temporary global Security shall be surrendered by the Common Depository to
the Trustee or any such Authenticating Agent, as the Company's agent for such
purpose, to be exchanged, in whole or from time to time in part, for definitive
Securities without charge to the Common Depository and the Trustee or any such
Authenticating Agent shall authenticate and deliver, in exchange for each
portion of such temporary global Securities, an equal aggregate principal amount
of definitive Securities of the same series, of authorized denominations and of
like tenor as the portion of such temporary global Security to be exchanged,
which, except as otherwise specified as contemplated by Section 3.01, shall be
in the form of Bearer Securities or Registered Securities, or any combination
thereof, as shall be specified by the beneficial owner thereof; provided,
however, that, unless otherwise specified in such temporary global Security,
upon such presentation by the Common Depository, such temporary global Security
is accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary global Security held for
its account then to be exchanged and a certificate dated the Exchange Date or a
subsequent date and signed by Clearstream, as to the portion of such temporary
global Security held for its account then to be exchanged, each in the form
required by Section 3.11(ii); and provided, further, that a definitive Bearer
Security shall be delivered in exchange for a portion of a temporary global
Security only in compliance with the conditions set forth in Section 3.03.

         Upon any exchange of a portion of any such temporary global Security,
the Trustee or any such Authenticating Agent or the Common Depository, as the
case may be, shall indicate upon such temporary global Security, the amount of
such exchange to reflect the reduction of the principal amount evidenced
thereby, whereupon its remaining principal amount shall be reduced for all
purposes by the amount so exchanged. Until so exchanged in full, such temporary
global Security shall in all respects be entitled to the same benefits under
this Indenture as definitive Securities of such series authenticated and
delivered hereunder, except that, unless otherwise specified as contemplated by
Section 3.01, interest payable on such temporary global Security on an Interest
Payment Date for Securities of such series occurring prior to the applicable
Exchange Date shall be payable, without interest, to Euroclear and Clearstream
on or after such Interest Payment Date upon delivery by Euroclear and
Clearstream to the Trustee or such Authenticating Agent, as the case may be, of
a certificate or certificates in the form required by Section 3.11(iii), for
credit on or after such Interest Payment Date to the respective accounts of the
Persons who are the beneficial owners of such temporary global Security on such
Interest Payment Date and who have each delivered to Euroclear or Clearstream,
as the case may be, a certificate in the form required by Section 3.11(iv).

                                       24

<PAGE>

         SECTION 3.05. Registration, Registration of Transfer and Exchange.

         With respect to Registered Securities, the Company shall keep or cause
to be kept at the office of the Security Registrar designated pursuant to this
Section 3.05 or Section 5.02 a register (being the combined register of the
Security Registrar and all Co-Security Registrars and herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and the registration of transfers of Securities and
the Company shall appoint a Security Registrar, and any Co-Security Registrar as
may be appropriate, to keep the Security Register. The Trustee is hereby
initially appointed Security Registrar with respect to the series of Securities
for which it is acting as Trustee. Such 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 information contained in such
Security Register shall be available for inspection by the Trustee at the office
of the Security Registrar. In the event that any Registered Securities issued
hereunder have The City of New York as a Place of Payment, the Company shall
appoint either a Security Registrar or Co-Security Registrar located in The City
of New York.

         Upon surrender for registration of transfer by the Securityholder of
any Registered Security of any series at the office or agency of the Company in
a Place of Payment, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series of any authorized
denominations and of a like aggregate principal amount and Stated Maturity.

         At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series, of any authorized
denominations and of like aggregate principal amount and Stated Maturity, upon
surrender of the Securities to be exchanged at such office or agency. Whenever
any Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Securities which the
Securityholder making the exchange is entitled to receive.

         Registered Securities may not be exchanged for Bearer Securities.
Bearer Securities may not be exchanged for Bearer Securities of other authorized
denominations.

         At the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Bearer Securities to be exchanged at any such office or agency, with all
unmatured coupons and all matured coupons in default appertaining thereto. If
the Holder of a Bearer Security is unable to produce any such unmatured coupon
or coupons or matured coupon or coupons in default, such exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the Company in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to any Paying Agent any
such missing coupon in respect of which such a payment shall have been made,
such Holder shall be entitled to receive the amount of such payment from the
Company; provided, however, that interest

                                       25

<PAGE>

represented by coupons shall be payable only upon presentation and surrender of
those coupons at an office or agency of a Paying Agent located outside the
United States. Notwithstanding the foregoing, in case a Bearer Security of any
series is surrendered at any such office or agency in exchange for a Registered
Security of the same series and like tenor after the close of business at such
office or agency on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or
agency on the related date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the coupon relating to such Interest
Payment Date or proposed date for payment, as the case may be.

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

         Notwithstanding the foregoing, except as otherwise provided in or
pursuant to this Indenture, any global Security shall be exchangeable for
definitive Securities only if (i) the depositary notifies the Company that it is
unwilling, unable or ineligible to continue as depositary and a successor
depositary is not appointed by the Company within 90 days of the date the
Company is so informed in writing, (ii) the depository ceases to be a "clearing
agency" under the Securities Exchange Act of 1934, as amended, (iii) the
Company, at its option, executes and delivers to the Trustee a Company Order to
the effect that such global Security shall be so exchangeable into definitive
securities, or (iv) an Event of Default has occurred and is continuing with
respect to the Securities. If the beneficial owners of interests in a global
Security are entitled to exchange such interests for definitive Securities, then
without unnecessary delay but in any event not later than the earliest date on
which such interests may be so exchanged, the Company shall deliver to the
Trustee definitive Securities in such form and denominations as are required by
or pursuant to this Indenture, and of the same series, containing identical
terms and in aggregate principal amount equal to the principal amount of such
global Security, executed by the Company. On or after the earliest date on which
such interests may be so exchanged, such global Security shall be surrendered
from time to time by the depositary as shall be specified in the Company Order
with respect thereto, and in accordance with instructions given to the Trustee
and the depositary (which instructions shall be in writing, but need not be
contained in or accompanied by an Officers' Certificate or be accompanied by an
Opinion of Counsel but upon which the Trustee may conclusively rely and shall be
protected in acting upon in accordance with Section 8.03 hereof), as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or in part, for
definitive Securities as described above without charge. The Trustee shall
authenticate and make available for delivery, in exchange for each portion of
such surrendered global Security, a like aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor as the portion of such global Security to be exchanged; provided, however,
that no such exchanges may occur during a period beginning at the opening of
business 15 days before any selection of Securities of the same series to be
redeemed and ending on the relevant Redemption Date; and provided, further, that
(unless otherwise provided in or pursuant to this Indenture) no Bearer Security
delivered in exchange for a portion of a global Security shall be mailed or
otherwise delivered to any location in the United States. Promptly following any
such exchange in part, such global Security shall be returned by the Trustee to
the depositary in accordance with the instructions of the Company referred to
above. If a Registered Security is

                                       26

<PAGE>

issued in exchange for any portion of a global Security after the close of
business at the office or agency of such global Security where such exchange
occurs on or after (i) any Regular Record Date for such Security and before the
opening of business at such office or agency on the next Interest Payment Date,
or (ii) any Special Record Date for such Security and before the opening of
business at such office or agency on the related proposed date for payment of
interest or Default Interest, as the case may be, interest shall not be payable
on such Interest Payment Date or proposed date for payment, as the case may be,
in respect of such Registered Security, but shall be payable on such Interest
Payment Date or proposed date for payment, as the case may be, only to the
Person to whom interest in respect of such portion of such global Security shall
be payable in accordance with the provisions of this Indenture.

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

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

         Unless otherwise provided in the Securities to be transferred or
exchanged, no service charge shall be made to the Holder for any registration of
transfer or exchange of Securities, but the Company may (unless otherwise
provided in such Securities) require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.04, 4.07, or 9.06 not involving any transfer.

         None of the Company, the Security Registrar or any Co-Security
Registrar shall be required (i) to issue, register the transfer of or exchange
any Securities of any series during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Securities that series selected for redemption under Section 4.03 and ending at
the close of business on (A) if Securities of the series are issuable only as
Registered Securities, the day of the mailing of the relevant notice of
redemption of Registered Securities of such series so selected for redemption,
or (B) if Securities of the series are issuable as Bearer Securities, the day of
the first publication of the relevant notice of redemption or, if Securities of
the series are also issuable as Registered Securities and there is no
publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer or exchange of any Securities so selected for redemption
in whole or in part.

         SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities.

         If (i) any mutilated Security or Security with a mutilated coupon,
surrendered to the Trustee or the Security Registrar, or if the Company, the
Trustee and the Security Registrar receive evidence to their satisfaction of the
destruction, loss or theft of any Security or coupon, and (ii) there is
delivered to the Company, the Trustee and the Security Registrar such security
or indemnity as may be required by them to save each of them harmless, then, in
the absence of

                                       27

<PAGE>

notice to the Company, the Trustee or the Security Registrar that such Security
has been acquired by a protected purchaser (within the meaning of Article 8 of
the Uniform Commercial Code), the Company shall execute and upon its request the
Trustee shall authenticate and deliver, in lieu of any such mutilated,
destroyed, lost or stolen Security or in exchange for the Security to which a
destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen), a new Security of the same series and Stated
Maturity and of like tenor and principal amount, bearing a number not
contemporaneously outstanding and, if applicable, with coupons corresponding to
the coupons appertaining thereto.

         In case any such mutilated, destroyed, lost or stolen Security or
coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security or deliver
the Maturity Consideration deliverable thereon; provided, however, that payment
of principal of (and premium, if any), Maturity Consideration and any interest
on Bearer Securities shall be payable only at an office or agency located
outside the United States, and, in the case of interest, unless otherwise
specified as contemplated by Section 3.01, only upon presentation and surrender
of the coupons appertaining thereto.

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

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

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

         SECTION 3.07. Payment of Interest; Interest Rights Preserved.

         Unless otherwise provided, as contemplated by Section 3.01, interest on
any Registered Security which is payable or deliverable, and is punctually paid,
delivered or duly provided for, on any Interest Payment Date shall unless
otherwise provided in such Security be paid or delivered to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest; provided,
however, that in the case of a Registered Security originally issued between a
Regular Record Date and the Interest Payment Date or on an Interest Payment Date
relating to such Regular Record Date, interest for the period beginning on the
date of issue and ending on such Interest Payment Date shall be paid or
delivered on the next succeeding Interest Payment Date to the Person in whose
name such Registered Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date with respect to
such succeeding

                                       28

<PAGE>

Interest Payment Date. Unless otherwise specified as contemplated by Section
3.01, in case a Bearer Security of any series is surrendered in exchange for a
Registered Security of such series after the close of business (at an office or
agency referred to in Section 3.05) on any Regular Record Date and before the
opening of business (at such office or agency) on the next succeeding Interest
Payment Date, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date and interest will not be payable or
deliverable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable or deliverable
only to the Holder of such coupon when due in accordance with the provisions of
this Indenture.

         Any interest on any Registered Security which is payable or
deliverable, but is not punctually paid, delivered or duly provided for, on any
Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease
to be payable or deliverable to the Holder on the relevant Regular Record Date
by virtue of his having been such Holder, and such Defaulted Interest may be
paid or delivered by the Company, at its election in each case, as provided in
clause (i) or clause (ii) below.

                  (i) The Company may elect to make payment or delivery of any
         Defaulted Interest to the Persons in whose names any such Registered
         Securities of such series (or their respective Predecessor Securities)
         are registered at the close of business on a Special Record Date for
         the payment or delivery of such Defaulted Interest, which shall be
         fixed in the following manner. The Company shall notify the Trustee in
         writing of the amount of Defaulted Interest proposed to be paid or
         delivered on each Registered Security of such series and the date of
         the proposed payment or delivery, and at the same time the Company
         shall deposit with the Trustee an amount of money or other property
         equal to the aggregate amount proposed to be paid or delivered in
         respect to such Defaulted Interest or shall make arrangements
         satisfactory to the Trustee for such deposit prior to the date of the
         proposed payment or delivery, such money or other property when
         deposited to be held in trust for the benefit of the Persons entitled
         to such Defaulted Interest as provided in this clause (i). Thereupon
         the Trustee shall fix a Special Record Date for the payment or delivery
         of such Defaulted Interest which shall be not more than 15 nor less
         than 10 days prior to the date of the proposed payment or delivery and
         not less than 10 days after the receipt by the Trustee of the notice of
         the proposed payment or delivery. The Trustee shall promptly notify the
         Company of such Special Record Date and, in the name and at the expense
         of the Company, shall cause notice of the proposed payment or delivery
         of such Defaulted Interest and the Special Record Date therefor to be
         mailed, first-class, postage prepaid, to each Holder of Securities of
         such series at his address as it appears in the Security Register, not
         less than 10 days prior to such Special Record Date. Notice of the
         proposed payment or delivery of such Defaulted Interest and the Special
         Record Date therefor having been so mailed, such Defaulted Interest
         shall be paid or delivered to the Persons in whose names such
         Registered Securities of such series (or their respective Predecessor
         Securities) are registered at the close of business on such Special
         Record Date and shall no longer be payable or deliverable pursuant to
         the following clause (ii). In case a Bearer Security of any series is
         surrendered at the office or agency in a Place of Payment for such
         series in exchange for a Registered Security of such series after the
         close of business at such office or agency on any Special Record Date
         and before the opening of business at such office or agency on the
         related proposed

                                       29

<PAGE>

         date of payment or delivery of Defaulted Interest, such Bearer Security
         shall be surrendered without the coupon relating to such proposed date
         for payment or delivery and Defaulted Interest will not be payable or
         deliverable on such proposed date for payment or delivery in respect of
         the Registered Security issued in exchange for such Bearer Security,
         but will be payable only to the Holder of such coupon when due in
         accordance with the provisions of this Indenture.

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

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

         SECTION 3.08. Persons Deemed Owners.

         Title to any Bearer Security, any coupons appertaining thereto and any
temporary global Security in bearer form shall pass by delivery.

         Prior to due presentment of a Security of any series for registration
of transfer of any Registered Security, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name such Security
is registered as the owner of such Security for the purpose of receiving payment
or delivery of principal of (and premium, if any), Maturity Consideration in
respect of, and (subject to Section 3.07) interest on such Security, and for all
purposes whatsoever, whether or not such Security is overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

         The Company, the Trustee and any agent of the Company or the Trustee
may treat the bearer of any Bearer Security and the bearer of any coupon, as the
case may be, as the absolute owner of such Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or coupon be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

         No holder of any beneficial interest in any global Security held on its
behalf by a depositary shall have any rights under this Indenture with respect
to such global Security, and such depositary may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the owner of such global
security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by a depositary or impair, as between a depositary and
such holders of

                                       30

<PAGE>

beneficial interests, the operation of customary practices governing the
exercise of rights of the depositary (or its nominee) as Holder of any Security.

         SECTION 3.09. Cancellation.

         All Securities and coupons surrendered for payment, registration of
transfer, exchange, repayment, redemption or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee. All Securities so delivered or surrendered directly to the
Trustee for any such purpose shall be promptly canceled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly canceled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture or such Securities. All canceled Securities or
coupons held by the Trustee shall be disposed of by the Trustee in accordance
with its customary procedures and the Trustee shall deliver a certificate of
such disposition to the Company, if requested by the Company in writing.

         SECTION 3.10. Computation of Interest.

         Except as otherwise specified as contemplated by Section 3.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year consisting of twelve 30-day months.

         SECTION 3.11. Forms of Certification.

                  (i) Whenever any provision of this Indenture or the forms of
         Securities contemplate that certifications be given by a Person
         entitled to receive a Bearer Security, such certification shall be
         provided to the Company and the Trustee substantially in the form of
         Exhibit A hereto, with only such changes as shall be approved by the
         Company.

                  (ii) Whenever any provision of this Indenture or the forms of
         Securities contemplate that certification be given by Euroclear and
         Clearstream in connection with the exchange of a portion of a temporary
         global Security, such certification shall be provided substantially in
         the form of Exhibit B hereto, with only such changes as shall be
         approved by the Company.

                  (iii) Whenever any provision of the Indenture or the forms of
         Securities contemplate that certification be given by Euroclear and
         Clearstream in connection with payment of interest with respect to a
         temporary global Security prior to the related Exchange Date, such
         certification shall be provided substantially in the form of Exhibit C
         hereto, with only such changes as shall be approved by the Company.

                  (iv) Whenever any provision of the Indenture or the forms of
         securities contemplate that certification be given by a beneficial
         owner of a portion of a temporary global Security in connection with
         payment or delivery of interest in respect to a

                                       31

<PAGE>

         temporary global Security prior to the related Exchange Date, such
         certification shall be provided to the Company and the Trustee
         substantially in the form of Exhibit D hereto, with only such changes
         as shall be approved by the Company.

         SECTION 3.12. Payment in Currencies.

                  (i) Unless otherwise provided in Section 3.01 hereof, subject
         to Subsection (ii) hereof, payment of the principal of (and premium, if
         any), Maturity Consideration if the Maturity Consideration is to be
         satisfied by a cash payment, and interest on the Securities of any
         series, whether or not denominated in a Foreign Currency pursuant to
         Section 3.01 shall be made in U.S. dollars. If a series of Securities
         is denominated in a Foreign Currency, the amount receivable in U.S.
         dollars by the Holders of such series shall be determined as provided
         in Section 3.12(iii).

                  (ii) If authorized pursuant to Section 3.01, any Holder of a
         Security of a series of Securities denominated in a Foreign Currency
         may elect to receive payments in the Foreign Currency in which such
         Security is denominated pursuant to Section 3.01. A Holder may make
         such election by delivering to the Trustee a written notice thereof, in
         such form as may be acceptable to the Trustee, not later than the close
         of business on the Regular Record Date or Special Record Date, as the
         case may be, immediately preceding the applicable Interest Payment Date
         or the fifteenth day immediately preceding the Maturity of an
         installment of principal, as the case may be. Such election shall
         remain in effect with respect to such Holder until such Holder delivers
         to the Trustee a written notice rescinding such election; provided,
         however, that any such notice must be delivered to such Trustee not
         later than the close of business on the Regular Record Date or Special
         Record Date, as the case may be, immediately preceding the next
         Interest Payment Date or the fifteenth day immediately preceding the
         Maturity of an installment of principal, as the case may be, in order
         to be effective for the payment to be made thereon; and provided,
         further, that no such rescission may be made with respect to payments
         to be made on any Security with respect to which notice of redemption
         has been given by the Company pursuant to Article Four. The Trustee
         will advise the Company in writing of the aggregate amount payable in a
         Foreign Currency pursuant to an election under this subsection (ii).

                  (iii) For each series of Securities denominated in a Foreign
         Currency, the Exchange Rate Agent shall deliver to the Company and to
         the Trustee, by personal delivery, telecopy or other means reasonably
         acceptable to such Trustee and the Company, not later than the close of
         business on the second Business Day prior to the date each payment is
         required to be made with respect to the Securities of such series, a
         copy of the Exchange Rate Officer's Certificate relating to each such
         Foreign Currency. Payments in U.S. dollars pursuant to Section 3.12(i)
         shall be equal to the sum obtained by converting the specified Foreign
         Currency, which is to be paid in U.S. dollars pursuant to Section
         3.12(i), at the applicable Exchange Rate or Market Exchange Rate set
         forth in such Exchange Rate Officer's Certificate.

                  (iv) If the Foreign Currency, other than a composite currency,
         in which a series of Securities is denominated is not available to the
         Company for making payment

                                       32

<PAGE>

         thereof due to the imposition of exchange controls or other
         circumstances beyond the control of the Company, then with respect to
         each date for the payment of principal of (and premium, if any) and
         interest on such series of Securities occurring after the last date on
         which the Foreign Currency was so used, all payments with respect to
         the Securities of any such series shall be made in U.S. dollars. If
         payment is to be made in U.S. dollars to the Holders of any such series
         of Securities pursuant to the provisions of the preceding sentence,
         then the amount to be paid in U.S. dollars on a payment date by the
         Company to the Trustee for the series and by such Trustee or any Paying
         Agent to Holders of Securities of such series shall be determined by an
         Exchange Rate Agent and shall be equal to the sum obtained by
         converting the specified Foreign Currency into U.S. dollars at the
         applicable Market Exchange Rate set forth in an Exchange Rate Officer's
         Certificate.

                  (v) All decisions and determinations of the Company or an
         Exchange Rate Agent regarding the Exchange Rate, Market Exchange Rate
         or conversion of Foreign Currency into U.S. dollars pursuant to Section
         1.04(vii) or this Subsection shall, in the absence of manifest error,
         be conclusive for all purposes and irrevocably binding upon the Company
         (in the case of a determination by an Exchange Rate Agent), the Trustee
         for the series, any Paying Agent and all Holders of the Securities of
         such series. If a Foreign Currency (other than a composite currency) in
         which payment of a series of Securities may be made, pursuant to
         Subsection (i) above, is not available to the Company for making
         payments thereof due to the imposition of exchange controls or other
         circumstances beyond the control of the Company, the Company, after
         learning thereof, will give notice thereof to the Trustee promptly (and
         the Trustee promptly thereafter will give notice to the Holders of such
         series denominated in a Foreign Currency in the manner provided in
         Section 1.06) specifying the last date on which such Foreign Currency
         was used for the payment of principal of (and premium, if any) or
         interest on such series of Securities. In the event any composite
         currency in which a Security is denominated or payable ceases to be
         used for the purposes for which it was established or is not available
         due to circumstances beyond the control of the Company, the Company,
         after learning thereof, will give notice thereof to the Trustee for
         such series promptly (and such Trustee thereafter will give notice to
         the Holders of such series of Securities denominated in a Foreign
         Currency in the manner provided in Section 1.06). In the event of any
         subsequent change in any Component of any composite currency in which a
         series of securities is denominated or payable, the Company, after
         learning thereof, will give notice to the Trustee for the series
         similarly (and such Trustee promptly thereafter will give notice to the
         Holders in the manner provided in Section 1.06). The Trustee for such
         series shall be fully justified and protected in reasonably relying and
         acting upon the information so received by it from the Company and from
         any Exchange Rate Agent and shall not otherwise have any duty or
         obligation to determine such information independently. The Company
         agrees to appoint and maintain an Exchange Rate Agent as is necessary
         for the performance of the obligations of the Exchange Rate Agent
         specified herein.

         SECTION 3.13. CUSIP Numbers.

                                       33

<PAGE>

         The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the "CUSIP" numbers.

                                   ARTICLE IV

                            REDEMPTION OF SECURITIES

         SECTION 4.01. Applicability of Article.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and, except as
otherwise specified as contemplated by Section 3.01 for Securities of any
series, in accordance with this Article.

         SECTION 4.02. Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities redeemable at the
option of the Company shall be evidenced by a Board Resolution. In case of any
redemption at the election of the Company, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date and
of the principal amount or amount of Maturity Consideration of Securities of
such series to be redeemed. In the case of any redemption of Securities prior to
the expiration of any restriction on suc h redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with such
restriction.

         SECTION 4.03. Selection by Trustee of Securities to be Redeemed.

         If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days nor
less than 30 days prior to the Redemption Date by the Trustee from the
Outstanding Securities of such series not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of portions of the principal amount or issue
price of Securities of such series or a denomination equal to or larger than the
minimum authorized denomination for Securities of such series. Unless otherwise
provided by the terms of the Securities of any series, the denominations of the
Securities so selected for partial redemption shall be, in the case of
Registered Securities, equal in value to $100,000 or an integral multiple of
$1,000 in excess thereof, or, in the case of Bearer Securities, equal to $10,000
or $50,000, and the principal amount of any such Securities which remains
outstanding shall not be less than the minimum authorized denomination for
Securities of such series.

                                       34

<PAGE>

         The Trustee shall promptly notify the Company and the Co-Security
Registrar, if any, in writing of the Securities selected for redemption and, in
the case of any Security selected for partial redemption, the principal amount
or Maturity Consideration thereof to be redeemed.

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

         SECTION 4.04. Notice of Redemption.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed at his address appearing in
the Security Register.

         All notices of redemption shall identify the Securities to be redeemed
(including CUSIP numbers) and shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price;

                  (iii) if less than all Outstanding Securities of any series
         are to be redeemed, the identification (and, in the case of partial
         redemption, the respective principal amounts) of the particular
         Securities to be redeemed;

                  (iv) that on the Redemption Date the Redemption Price will
         become due and payable upon each such Security to be redeemed, and that
         interest, if any, thereon shall cease to accrue on and after said date;

                  (v) the place or places where such Securities, together in the
         case of Bearer Securities with all remaining coupons appertaining
         thereto, if any, maturing after the Redemption Date, are to be
         surrendered for payment of the Redemption Price; and

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

         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, on Company Request, by the Trustee
in the name and at the expense of the Company. The notice if mailed 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, a failure to give
such notice by mail or any defect in the notice to the Holder of any Security
designated for redemption as a whole or in part shall not affect the validity of
the proceedings for the redemption of any other Security.

         SECTION 4.05. Deposit of Redemption Price.

         Prior to 10:00 A.M., New York City time, on any Redemption Date, the
Company shall deposit or cause to be deposited with the Trustee or with a Paying
Agent (or, if the Company is

                                       35

<PAGE>

acting as its own Paying Agent, segregate and hold in trust as provided in
Section 5.03) an amount of money sufficient to pay the Redemption Price of all
the Securities which are to be redeemed on that date.

         SECTION 4.06. Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified and from and after such date (unless the
Company shall default in the payment of the Redemption Price) such Securities
shall cease to bear interest and the coupons for such interest appertaining to
any Bearer Securities so to be redeemed, except to the extent provided below,
shall be void. Upon surrender of any such Securities for redemption in
accordance with said notice, such Securities shall be paid by the Company at the
Redemption Price; provided, however, that installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only at an office or agency located outside the United States and,
unless otherwise specified as contemplated by Section 3.01, only upon
presentation and surrender of coupons for such interest. Installments of
interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such on the close of business on the
relevant Regular Record Dates according to their terms and the provisions of
Section 3.07.

         If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may required to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted from the
Company; provided, however, that interest represented by coupons shall be
payable only at an office or agency located outside the United States and,
unless otherwise specified as contemplated by Section 3.01, only upon
presentation and surrender of those coupons.

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

         SECTION 4.07. Securities Redeemed in Part.

         Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder of such Security or his
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge to the Holder, a new Security or Securities of the same series
and Stated

                                       36

<PAGE>

Maturity of any authorized denominations as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.

         SECTION 4.08. Redemption Suspended During Event of Default.

         The Trustee shall not redeem any Securities (unless all Securities then
Outstanding are to be redeemed) or commence the giving of any notice of
redemption of Securities during the continuance of any Event of Default known to
the Trustee, except that where the giving of notice of redemption of any
Securities shall theretofore have been made, the Trustee shall, subject to the
provisions of Section 14.04, redeem such Securities, provided funds are
deposited with it for such purpose. Subject to the rights of the holders of
Senior Indebtedness, except as aforesaid, any moneys theretofore or thereafter
received by the Trustee shall, during the continuance of such Event of Default,
be held in trust for the benefit of the Securityholders and applied in the
manner set forth in Section 7.06; provided, however, that in case such Event of
Default shall have been waived as provided herein or otherwise cured, such
moneys shall thereafter be held and applied in accordance with the provisions of
this Article.

                                   ARTICLE V

                                    COVENANTS

         SECTION 5.01. Payment of Principal, Premium, if any, Maturity
Consideration and Interest.

         The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay or deliver the principal of (and
premium, if any), Maturity Consideration and interest (if any) on the Securities
of such series and any additional amounts described in Section 5.04 in
accordance with the terms of the Securities of such series, any coupons
appertaining thereto and this Indenture. Unless otherwise specified as
contemplated by Section 3.01 with respect to any series of Securities, any
interest due on Bearer Securities on or before Maturity shall be payable or
deliverable only outside the United States upon presentation and surrender of
the several coupons for such interest installments as are evidenced thereby as
they severally mature. Any payment by the Company to a Paying Agent hereunder
shall be made in the applicable currency or currencies in which the respective
payments are required to be made.

         SECTION 5.02. Maintenance of Office or Agency.

         If Securities of a series are issuable only as Registered Securities,
the Company will maintain in each Place of Payment for any such series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment or delivered for Maturity Consideration, where
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. If Securities of a
series may be issuable as Bearer Securities, the Company will maintain an office
or agency where any Securities of that series may be presented or surrendered
for payment (A) in the Borough of Manhattan, The City of New York, (B) subject
to any laws or regulations applicable thereto, in a Place of Payment for that

                                       37

<PAGE>

series which is located outside the United States, an office or agency where
Securities of that series and related coupons may be presented and surrendered
for payment (including payment of any additional amounts payable on Securities
of that series pursuant to Section 5.04); provided, however, that if the
Securities of that series are listed on The International Stock Exchange of the
United Kingdom and the Republic of Ireland Limited or the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Company will maintain a Paying Agent for
the Securities of that series in London or Luxembourg or any other required city
located outside the United States, as the case may be, so long as the Securities
of that series are listed on such exchange, and (C) subject to any laws or
regulations applicable thereto, in a Place of Payment for such series located
outside the United States an office or agency where any Registered Securities of
that series may be surrendered for registration of transfer, where Securities of
that series may be surrendered for exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of any such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
in respect of any series of Securities or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, except that the
Bearer Securities of that series and the related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Bearer Securities of that series pursuant to Section 5.04) at the place
specified for the purpose as contemplated by Section 3.01, and the Company
hereby appoints the Trustee as its agent to receive such respective
presentations, surrenders, notices and demands. Notwithstanding any other
provisions, to the contrary, the Company at its option may make payment of
principal (and premium if any), Maturity Consideration and interest with respect
to Registered Securities by check mailed to the address of the Person entitled
thereto, as such address appears on the registry books of the Company.

         No payment or delivery of principal, premium, Maturity Consideration or
interest on Bearer Securities shall be made at any office or agency of the
Company in the United States or by check mailed to any address in the United
States or by transfer to an account maintained with a bank located in the United
States.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all of such purposes specified above in this Section
and may from time to time rescind such designations; provided, however, that no
such designation, appointment or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in each Place of
Payment for Securities of any series for such purposes. The Company will give
prompt written notice to the Trustee for such series of any such designation or
rescission and of any change in the location of any such other office or agency.
Unless and until the Company rescinds such appointment, the Company hereby
appoints the Trustee, acting through its Corporate Trust Office, as its Paying
Agent with respect to all series of Securities.

         SECTION 5.03. Money or Other Property for Security Payments and
Deliveries to be Held in Trust.

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<PAGE>

         If the Company shall at any time act as its own Paying Agent for any
series of Securities, it will, on or before each due date of the principal of
(and premium, if any), Maturity Consideration or interest on any of the
Securities of such series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum or other property sufficient to pay or deliver
the principal (and premium, if any), Maturity Consideration or interest so
becoming due until such sums or other property shall be paid or delivered to
such Persons or otherwise disposed of as herein provided, and will promptly
notify the Trustee of its action or failure so to act. If the Company chooses to
act as its own Paying Agent, the Company shall notify the Trustee 15 Business
Days prior to such action.

         Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to the opening of business on each due date
of the principal of (and premium, if any), Maturity Consideration or interest on
any Securities of such series, deposit with a Paying Agent a sum or other
property sufficient to pay or deliver the principal (and premium, if any),
Maturity Consideration or interest so becoming due, such sum or other property
to be held in trust for the benefit of the Persons entitled to such principal
(and premium, if any), Maturity Consideration or interest, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

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

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

                  (ii) give the Trustee notice of any default by the Company (or
         any other obligor upon the Securities of such series) in the making of
         any payment or delivery of principal (and premium, if any), Maturity
         Consideration or interest on the Securities of such series; and

                  (iii) at any time during the continuance of any such Default,
         upon the written request of the Trustee, forthwith pay or deliver to
         the Trustee all sums or other property so held in trust by such Paying
         Agent.

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

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<PAGE>

         Any money or other property deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment or delivery of the
principal of (and premium, if any), Maturity Consideration or interest on any
Security of any series and remaining unclaimed for two years after such
principal (and premium, if any), Maturity Consideration or interest has become
due and payable or deliverable shall be paid or delivered to the Company on
Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment or delivery thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money
or other property, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment or delivery, may at the expense
of the Company cause to be published once, in an Authorized Newspaper in each
Place of Payment, notice that such money or other property remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money or other
property then remaining will be repaid or delivered to the Company.

         SECTION 5.04. Additional Amounts.

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

         If the Securities of a series provided for the payment of additional
amounts, at least 15 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment or delivery of
principal (and premium, if any) or Maturity Consideration is made), and at least
15 days prior to each date of payment or delivery of principal of (and premium,
if any) or Maturity Consideration or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officers' Certificate,
the Company will furnish the Trustee and the Company's principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment or delivery of principal of (and premium, if any) or Maturity
Consideration or interest on the Securities of that series shall be made to
Holders of Securities of that series or any related coupons who are United
States Aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of that series. If any
such withholding shall be required, then such Officers' Certificate shall
specify by country the amount, if any, required to be withheld on such payments
or deliveries to such Holders of Securities or coupons and the Company will pay
to the Trustee or such Paying Agent the additional amounts required by this
Section. The Company covenants to indemnify the Trustee

                                       40

<PAGE>

and any Paying Agent for, and to hold them harmless against any loss, liability
or expense reasonably incurred without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by any of them in
reliance on any Officers' Certificate furnished pursuant to this Section.

         SECTION 5.05. Corporate Existence.

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

         SECTION 5.06. Statement as to Compliance.

         The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year, commencing with the first calendar year following the
issuance of securities of any series under this Indenture, a brief certificate,
which need not comply with Section 1.02, signed by the principal executive
officer, the chief financial officer or the controller of the Company, covering
the period from the date of issuance of such Securities to the end of the
calendar year in which such Securities were issued in the case of the first such
certificate, and covering the preceding calendar year, in the case of each
subsequent certificate, stating, as to each signer thereof, that

                  (1) a review of the activities of the Company during such year
         and of performance under this Indenture has been made under his
         supervision, and

                  (2) to the best of his knowledge, based on such review, (a)
         the Company has complied with all conditions and covenants on its part
         contained in this Indenture throughout such year, or, if there has been
         a Default by the Company in the performance, observance or fulfillment
         of any such condition or covenant, specifying each such Default known
         to him and the nature and status thereof, and (b) no event has occurred
         and is continuing which is, or after notice or lapse of time or both
         would become, an Event of Default, or, if such an event has occurred
         and is continuing, specifying each such event known to him and the
         nature and status thereof.

         For the purpose of this Section 5.06, compliance shall be determined
without regard to any grace period or requirement of notice provided pursuant to
the terms of this Indenture.

         SECTION 5.07. Waiver of Certain Covenants.

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<PAGE>

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Section 5.05 with respect to the
Securities of any series if before the time for such compliance the Holders of
at least 50% in principal amount, or if such Securities are not payable at
Maturity for a fixed principal amount, 50% of the aggregate issue price, of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee for such series in respect of any such term, provision or
condition shall remain in full force and effect.

         SECTION 5.08. Calculation of Original Issue Discount.

         To the extent applicable to the Securities of any series, the Company
shall file with the Trustee promptly at the end of each calendar year (i) a
written notice specifying the amount of original issue discount (including daily
rates and accrual periods) accrued on Outstanding Securities of such series as
of the end of such year and (ii) such other specific information relating to
such original issue discount as may then be relevant under the Internal Revenue
Code of 1986, as amended from time to time.

         SECTION 5.09. Statement by Officers as to Default.

         The Company shall deliver to the Trustee, as soon as possible and in
any event within five days after the Company becomes aware of the occurrence of
any Event of Default or an event which, with notice or the lapse of time or
both, would constitute an Event of Default, an Officers' Certificate setting
forth the details of such Event of Default or default and the action which the
Company proposes to take with respect thereto.

                                   ARTICLE VI

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 6.01. Company to Furnish Trustee Names and Addresses of
Holders.

         The Company will furnish or cause to be furnished to the Trustee for
each series

                  (a) semiannually, not more than 15 days after each Regular
         Record Date, a list, in such form as the Trustee may reasonably
         require, containing the names and addresses of the Holders of
         Registered Securities as of such Regular Record Date, 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, a list
         of similar form and content as of a date not more than 15 days prior to
         the time such list is requested to be furnished,

except that no such lists need to be furnished so long as the Trustee is in
possession thereof by reason of its acting as Security Registrar for such
series.

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<PAGE>

         SECTION 6.02. Preservation of Information; Communications to Holders.

                  (i) The Trustee shall preserve, in as current a form as is
         reasonably practicable, the names and addresses of Holders contained in
         the most recent list furnished to the Trustee as provided in Section
         6.01 and the names and addresses of Holders of Securities received by
         the Trustee in its capacity as the Security Registrar or Co-Security
         Registrar, if so acting. The Trustee may destroy any list furnished to
         it as provided in Section 6.01 upon receipt of a new list so furnished.

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

                           (a) afford such applicants access to the information
                  preserved at the time by the Trustee in accordance with
                  Section 6.02(i), or

                           (b) inform such applicants as to the approximate
                  number of Holders of Securities of such series or all
                  Securities, as the case may be, whose names and addresses
                  appear in the information preserved at the time by the Trustee
                  in accordance with Section 6.02(i), and as to the approximate
                  cost of mailing such Holders the form of proxy or other
                  communication, if any, specified in such application.

         If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail at the Company's expense, to each Holder of a Security of such series or
all Holders of Securities, as the case may be, whose names and addresses appear
in the information preserved at the time by the Trustee in accordance with
Section 6.02(i), a copy of the form of proxy or other communication which is
specified in such request, with reasonable promptness after a tender to the
Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless, within five days after
such tender, the Trustee shall mail at the Company's expense, to such applicants
and file with the Commission, together with a copy of the material to be mailed,
a written statement to the effect that, in the opinion of the Trustee, such
mailing would be contrary to the best interests of the Holders of Securities of
such series or all Securities, as the case may be, or would be in violation of
applicable law. Such written statement shall specify the basis of such opinion.
If the Commission, after opportunity for a hearing upon the objections specified
in the written statement so filed, shall enter an order refusing to sustain any
of such objections or if, after the entry of an order sustaining one or more of
such objections, the Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such
Holders of Securities with reasonable promptness after the entry of such

                                       43

<PAGE>

order and the renewal of such tender; otherwise, the Trustee shall be relieved
of any obligation or duty to such applicants respecting their application.

                  (iii) Every Holder of Securities, by receiving and holding the
         same, agrees with the Company and the Trustee that neither the Company
         nor the Trustee nor any agent of either of them shall be held
         accountable by reason of the disclosure of any such information as to
         the names and addresses of the Holders of Securities in accordance with
         Section 6.02(ii), regardless of the source from which such information
         was derived, and that the Trustee shall not be held accountable by
         reason of mailing any material pursuant to a request made under Section
         6.02(ii).

         SECTION 6.03. Reports by Trustee.

                  (i) The term "reporting date", as used in this Section, shall
         be May 15 of each year, commencing with the later of May 15, 2003 or
         the first May 15 after the first issuance of Securities of a series for
         which the Trustee is acting as Trustee pursuant to this Indenture.
         Within 60 days after the reporting date in each year, the Trustee shall
         transmit by mail to all Holders of Registered Securities as provided in
         Section 313(c) of the Trust Indenture Act, as their names and addresses
         appear in the Security Register, a brief report dated as of such
         reporting date if required by Section 313(a) of the Trust Indenture
         Act.

                  (ii) A copy of each such report shall, at the time of such
         transmission to Holders, be filed by the Trustee with each stock
         exchange, if any, upon which the Securities are listed, with the
         Commission and with the Company. The Company will promptly notify the
         Trustee when the Securities are listed on any stock exchange and of any
         delisting thereof.

         SECTION 6.04. Reports by the Company.

         The Company shall:

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

                  (ii) file with the Trustee and the Commission, in accordance
         with rules and regulations prescribed from time to time by the
         Commission, such additional

                                       44

<PAGE>

         information, documents and reports with respect to compliance by the
         Company with the conditions and covenants of this Indenture as may be
         required from time to time by such rules and regulations; and

                  (iii) transmit by mail to Holders of Securities, as their
         names and addresses appear in the Security Register, within 30 days
         after the filing thereof with the Trustee, such summaries of any
         information, documents and reports required to be filed by the Company
         pursuant to Paragraphs (i) and (ii) of this Section as may be required
         by rules and regulations prescribed from time to time by the
         Commission.

         Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                                  ARTICLE VII

                                    REMEDIES

         SECTION 7.01. Events of Default.

         "Event of Default", with respect to any series of Securities, wherever
used herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body),
unless it is either inapplicable to a particular series or it is specifically
deleted or modified in the supplemental indenture under which such series of
Securities is issued or in the form of Security for such series:

                  (i) the entry of a decree or order by a court having
         jurisdiction in the premises granting relief in respect of the Company
         in an involuntary case under the Federal Bankruptcy Code, adjudging the
         Company a bankrupt, or approving as properly filed a petition seeking
         reorganization, arrangement, adjustment or composition of or in respect
         of the Company under the Federal Bankruptcy Code or any other
         applicable federal or state bankruptcy, insolvency or other similar
         law, or appointing a receiver, liquidator, custodian, assignee,
         trustee, sequestrator (or other similar official) of the Company or of
         substantially all of its properties, or ordering the winding up or
         liquidation of its affairs under any such law, and the continuance of
         any such decree or order unstayed and in effect for a period of 60
         consecutive days; or

                  (ii) the institution by the Company of proceedings to be
         adjudicated a bankrupt, or the consent by the Company to the
         institution of bankruptcy proceedings against it, or the filing by the
         Company of a petition or answer or consent seeking reorganization or
         relief under the Federal Bankruptcy Code or any other applicable
         federal or state bankruptcy, insolvency or other similar law, or the
         consent by the Company to the filing of any such petitioner to the
         appointment of a receiver, liquidator,

                                       45

<PAGE>

         custodian, assignee, trustee, sequestrator (or other similar official)
         of the Company, or of substantially all of its respective properties,
         under any such law; or

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

         SECTION 7.02. Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to any series of Securities for
which there are Securities Outstanding occurs and is continuing, then, and in
every such case, the Trustee or the Holders of not less than 25% in aggregate
principal amount or, if such Securities are not payable at Maturity for a fixed
principal amount, 25% of the aggregate issue price of the Outstanding Securities
of such series may declare the principal amount or Maturity Consideration of all
of the Securities of such series (or, if the Securities of that series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of that series) to be immediately due and payable or
deliverable, by a notice in writing to the Company (and to the Trustee if given
by Securityholders), and upon any such declaration the same shall become
immediately due and payable or deliverable.

         At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money or other property due or deliverable has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of a majority
in principal amount or, if such Securities are not payable at Maturity for a
fixed principal amount, the aggregate issue price of the Outstanding Securities
of such series, by written notice to the Company and the Trustee, may rescind
and annul such declaration and its consequences if

                  (i) the Company has paid or deposited with, or delivered to,
         the Trustee a sum or other property sufficient to pay

                           (a) all overdue installments of interest on all
                  Securities of such series,

                           (b) the principal of (and premium, if any), or
                  Maturity Consideration of any Securities of that series which
                  have become due otherwise than by such declaration of
                  acceleration and interest thereon at the rate or rates
                  prescribed therefor by the terms of the Securities of such
                  series,

                           (c) to the extent that payment of such interest is
                  lawful, interest upon overdue installments of interest at the
                  rate or rates prescribed therefor by the terms of the
                  Securities of such series, and

                           (d) all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, the Security
                  Registrar, Co-Security Registrar, any Paying Agent, and their
                  agents and counsel; and

                                       46

<PAGE>

                  (ii) all other Defaults with respect to Securities of that
         series, other than the non-payment of the principal of, or non-delivery
         of the Maturity Consideration of, Securities of that series which have
         become due solely by such declaration of acceleration, have been cured
         or waived as provided in Section 7.13.

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

         SECTION 7.03. Collection of Indebtedness and Suits for Enforcement by
Trustee.

         The Company covenants that if

                  (i) default is made in the payment of any installment of
         interest on any Security of any series when such interest becomes due
         and payable and such default continues for a period of 30 days, or

                  (ii) default is made in the payment or delivery of the
         principal of (or premium, if any, on), or the delivery of the Maturity
         Consideration of any Security of any series at the Maturity thereof,

the Company will, upon demand of the Trustee, pay or deliver to it, for the
benefit of the Holder of any such Security or coupon appertaining thereto, if
any, the whole amount or other property then due and payable or deliverable on
any such Security or coupon for principal (and premium, if any), Maturity
Consideration and interest, with interest on the overdue principal (and premium,
if any), Maturity Consideration and (to the extent that payment of such interest
shall be lawful) upon overdue installments of interest, at the rate or rates
prescribed therefor by the terms of any such Security; and, in addition thereto,
such further amount as shall be sufficient to cover the reasonable costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and any other
amounts due the Trustee under Section 8.07.

         If the Company fails to pay or deliver such amounts and/or other
consideration forthwith upon such demand, the Trustee, in its own name and as
trustee of an express trust, may institute a judicial proceeding for the
collection of the sums or other property so due and unpaid or not delivered, and
may prosecute such proceeding to judgment or final decree, and may enforce the
same against the Company or any other obligor upon such Securities and collect
the moneys or other property adjudged or decreed to be payable or deliverable in
the manner provided by law out of the property of the Company or any other
obligor upon such Securities, wherever situated.

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

         SECTION 7.04. Trustee May File Proofs of Claim.

                                       47

<PAGE>

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, judgment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal or Maturity Consideration of any
Securities shall then be due and payable or deliverable as therein expressed or
by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal (and
premium, if any), Maturity Consideration or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

                  (i) to file and prove a claim for the whole amount of
         principal (and premium, if any), Maturity Consideration and interest
         owing and unpaid or undelivered in respect of the Securities of each
         series and to file such other papers or documents as may be necessary
         or advisable in order to have the claims of the Trustee (including any
         claim for the reasonable compensation, expenses, disbursements and
         advances of the Trustee, its agents and counsel and any other amounts
         due the Trustee under Section 8.07) and of the Securityholders allowed
         in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Securityholder to make such payments or deliveries to the Trustee, and in
the event that the Trustee shall consent to the making of such payments or
deliveries directly to the Securityholders, to pay to the Trustee any amount due
to it for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 8.07.

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

         SECTION 7.05. Trustee May Enforce Claims Without Possession of
Securities.

         All rights of action and claims under this Indenture or under the
Securities of any series or coupons (if any) appertaining thereto, may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities of such series or coupons appertaining thereto or the production
thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and any other amounts due the Trustee under Section 8.07,
be for the ratable benefit of the Holders of the Securities of such series and
coupons appertaining thereto in respect of which such judgment has been
recovered.

         SECTION 7.06. Application of Money or Other Property Collected.

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         Subject to the rights of holders of Senior Indebtedness, any money or
other property collected by the Trustee with respect to a series of Securities
pursuant to this Article shall be applied in the following order, at the date or
dates fixed by the Trustee, and, in case of the distribution of such money or
other property on account of principal (or premium, if any), Maturity
Consideration or interest upon presentation of the Securities of such series or
coupons appertaining thereto, if any, or both, as the case may be, and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

                                    First: To the payment of all amounts due the
                           Trustee under Section 8.07;

                                    Second: To the payment of the amounts then
                           due and unpaid upon the Securities of such series and
                           coupons for principal of (and premium if any),
                           Maturity Consideration and interest, respectively.
                           Subject to 3.12(iv), the Holders of each series of
                           Securities denominated in a Foreign Currency shall be
                           entitled to receive a ratable portion of the amount
                           determined by an Exchange Rate Agent by converting
                           the principal amount Outstanding of such series of
                           Securities in the currency in which such series of
                           Securities is denominated into U.S. dollars at the
                           Exchange Rate (as determined by the Exchange Rate
                           Agent) as of the date of declaration of acceleration
                           of the Maturity of the Securities (or, if there is no
                           such rate on such date for the reasons specified in
                           Section 3.12(iv), such rate of the date specified in
                           such section);

                                    Third: The balance, if any, to the persons
                           entitled thereto.

         SECTION 7.07. Limitation on Suits.

         No Holder of any Security of any series or any related coupons shall
have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless

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

                  (ii) the Holders of not less than a majority in principal
         amount or, if such Securities are not payable at Maturity for a fixed
         principal amount, the aggregate issue price of the Outstanding
         Securities of such series shall have made written request to the
         Trustee to institute proceedings in respect of such Default in its own
         name as Trustee hereunder;

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

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


                                       49

<PAGE>

                  (v) no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in principal amount or, if such Securities are not payable at
         Maturity for a fixed principal amount, the aggregate issue price of the
         Outstanding Securities of such series;

         it being understood and intended that no one or more Holders of
         Securities of such series 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 Holders of
         Securities of such series of Holders of any other series, or to obtain
         or to seek to obtain priority or preference over any other such Holders
         or to enforce any right under this Indenture, except in the manner
         herein provided and for the equal and ratable benefit of all the
         Holders of Securities of such series.

         The following events shall be "Defaults" with respect to any series of
Securities under this Indenture:

                           (a) an Event of Default with respect to such series
                  specified in Section 7.01; or

                           (b) default in the payment of principal of or
                  premium, if any, on any Securities of such series at its
                  Maturity; or

                           (c) default in the delivery or payment of Maturity
                  Consideration when due; or

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

                           (e) failure on the part of the Company to duly
                  observe or perform any of the other covenants or agreements on
                  its part in the Securities of such series or in this Indenture
                  and continuance of such failure for a period of sixty days
                  after the date on which written notice of such failure,
                  requiring the Company to remedy the same and stating that such
                  notice is a "Notice of Default" hereunder, shall have been
                  given by registered mail to the Company by the Trustee, or to
                  the Company and the Trustee by the holders of at least a
                  majority in aggregate principal amount or, if such Securities
                  are not payable at Maturity for a fixed principal amount, a
                  majority of the aggregate issue price, of the Securities of
                  such series at the time Outstanding; or

                           (f) any other Default provided with respect to
                  Securities of that Series.

         SECTION 7.08. Unconditional Right of Securityholders to Receive
Principal, Premium, Maturity Consideration and Interest.

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<PAGE>

         Notwithstanding any other provision in this Indenture, the Holder of
any Security or coupon shall have the right, which is absolute and
unconditional, to receive payment or delivery of the principal of (and premium,
if any), Maturity Consideration and (subject to Section 3.07) interest on such
Security or payment of such coupon on the respective Stated Maturity or
Maturities expressed in such Security or coupon (or, in the case of redemption,
on the Redemption Date) and to institute suit for the enforcement of such
payment or delivery, and such rights shall not be impaired without the consent
of such Holder.

         SECTION 7.09. Restoration of Rights and Remedies.

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

         SECTION 7.10. Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, lost, destroyed or stolen Securities or coupons in the last
paragraph of Section 3.06, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

         SECTION 7.11. Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Security or
coupon to exercise any right or remedy accruing upon any Default shall impair
any such right or remedy or constitute a waiver of any such Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

         SECTION 7.12. Control by Securityholders.

         The Holders of not less than a majority in principal amount, or if such
Securities are not payable at Maturity for a fixed principal amount, the
aggregate issue price of the Outstanding Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Securities of such series, provided that:

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

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<PAGE>

                  (ii) such direction is not unjustly prejudicial to the rights
         of Holders of such series not taking part in such direction;

                  (iii) subject to the provisions of Section 8.01, the Trustee
         shall have the right to decline to follow any such direction if the
         Trustee, in good faith, shall by a Responsible Officer or Officers of
         the Trustee, determine that the proceeding so directed would involve
         the Trustees in personal liability; and

                  (iv) the Trustee may take any other action deemed proper by
         the Trustee which is not inconsistent with such direction.

         SECTION 7.13. Waiver of Past Defaults.

         The Holders of not less than a majority in principal amount, or if such
Securities are not payable at Maturity for a fixed principal amount, the
aggregate issue price, of the Outstanding Securities of any series may on behalf
of the Holders of all the Securities of such series waive any past Default
hereunder and its consequences, except a Default not theretofore cured

                  (i) in the payment or delivery of the principal of (and
         premium, if any), Maturity Consideration or interest on any Security of
         such series, or

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

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

         SECTION 7.14. Undertaking for Costs.

         All parties to this Indenture agree and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Securityholder, or group of Securityholders, holding in the aggregate more than
10% in principal amount, or if such Securities are not payable at Maturity for a
fixed principal amount, the aggregate issue price of the Outstanding Securities
of any series, or to any suit instituted by any Holder of Securities or coupons
for the enforcement of the payment of the principal of (and premium, if any),
Maturity Consideration or interest on any Security or payment of any coupon on
or after the respective Stated Maturities expressed in such Security or coupon
(or, in the case of redemption, on or after the Redemption Date).

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<PAGE>

         SECTION 7.15. Waiver of Stay or Extension Laws.

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

                                  ARTICLE VIII

                                   THE TRUSTEE

         SECTION 8.01. Certain Duties and Responsibilities.

                  (i) Except during the continuance of a Default with respect to
         any series of Securities,

                           (a) the Trustee undertakes to perform such duties and
                  only such duties as are specifically set forth in this
                  Indenture and only with respect to any series of Securities as
                  to which it is Trustee, and no implied covenants or
                  obligations shall be read into this Indenture against the
                  Trustee; and

                           (b) in the absence of bad faith on its part, the
                  Trustee may conclusively rely, as to the truth of the
                  statements and the correctness of the opinions expressed
                  therein, and shall be protected in acting or refraining from
                  acting upon certificates, notices, requests, directions 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 the
                  Indenture.

                  (ii) In case a Default has occurred and is continuing as to a
         series of Securities as to which it is Trustee, the Trustee shall
         exercise such of the rights and powers vested in it by this Indenture,
         and use the same degree of care and skill in their exercise, as a
         prudent person would exercise or use under the circumstances in the
         conduct of his or her own affairs.

                  (iii) 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

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<PAGE>

                           (a) this Subsection shall not be construed to limit
                  the effect of Subsection (i) of this Section or Section 8.03;

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

                           (c) the Trustee shall not be liable with respect to
                  any action taken, suffered or omitted to be taken by it in
                  good faith in accordance with the direction of the Holders of
                  a majority in principal amount, or, if such Securities are not
                  payable at Maturity for a fixed principal amount, the
                  aggregate issue price of the Outstanding Securities of any
                  series, 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 Securities of such
                  series; and

                           (d) no provision of this Indenture shall require the
                  Trustee to expend or risk its own funds or otherwise incur any
                  financial liability in the performance of any of its duties
                  hereunder, or in the exercise of any of its rights or powers,
                  if it shall have reasonable grounds for believing that
                  repayment of such funds or adequate indemnity against such
                  risk or liability is not reasonably assured to it.

                  (iv) Whether or not therein expressly so provided, every
         provision of this Indenture relating to the conduct or affecting the
         liability of or affording protection to the Trustees shall be subject
         to the provisions of this Section.

         SECTION 8.02. Notice of Default.

         Within 90 days after the occurrence of any default hereunder known to
the Trustee with respect to Securities of any series, the Trustee shall transmit
by mail to all Holders of Securities of such series, as their names and
addresses appear in the Security Register notice of such default hereunder,
unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium,
if any), Maturity Consideration or interest on any Security of such series, or
in the payment of any sinking fund installment with respect to Securities of
such series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders of
Securities of such series; and provided further, that in the case of any default
of the character specified in Section 7.07(d) with respect to Securities of such
series, no such notice to Holders of Securities of such series shall be given
until at least 30 days after the occurrence thereof. For the purpose of this
Section, the term "default" with respect to Securities of any series, means any
event which is, or after notice or lapse of time, or both, would become, a
Default or Event of Default with respect to Securities of such series.

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<PAGE>

         SECTION 8.03. Certain Rights of Trustee.

         Subject to the provisions of Section 8.01:

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

                  (ii) any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Company Request or Company Order;

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

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

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

                  (vi) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document, but the Trustee, in its discretion, may
         make such further inquiry or investigation into such facts or matters
         as it may see fit, and, if the Trustee shall determine to make such
         further inquiry or investigation, it shall be entitled to examine the
         books, records and premises of the Company, personally or by agent or
         attorney;

                  (vii) 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 (including
         Paying Agents) or attorney appointed with due care by it hereunder;

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

                                       55

<PAGE>

                  (ix) the Trustee shall not be deemed to have notice of any
         Default or Event of Default unless a Responsible Officer of the Trustee
         has actual knowledge thereof or unless written notice of any event
         which is in fact such a default is received by the Trustee at the
         Corporate Trust Office of the Trustee, and such notice references the
         Securities and this Indenture; and

                  (x) the rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its right
         to be indemnified, are extended to, and shall be enforceable by, the
         Trustee in each of its capacities hereunder, and to each agent,
         custodian and other Person employed to act hereunder; and

                  (xi) except for information provided by the Trustee concerning
         the Trustee, the Trustee shall have no responsibility with respect to
         any information in any offering memorandum or other disclosure material
         distributed with respect to the Securities, and the Trustee shall have
         no responsibility for compliance with securities laws in connection
         with issuance and sale of the Securities; and

                  (xii) in the event the Trustee shall receive inconsistent or
         conflicting requests and indemnity from two or more groups of Owners,
         each representing less than a majority of the aggregate principal
         amount of the Securities then Outstanding, the Trustee, in its sole
         discretion, may determine what action, if any, shall be taken; and

                  (xiii) except as otherwise expressly provided by the
         provisions of this Indenture, the trustee shall not be obligated and
         may not be required to give or furnish any notice, demand, report,
         request, reply, statement advice or opinion to the Owner of any
         Securities or to the Company or any other Person, and the Trustee shall
         not incur any liability for its failure or refusal to give or furnish
         the same unless obligated or required to do so by express provisions
         hereof.

         SECTION 8.04. Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof. The Trustee
shall not be responsible for the use or application of any monies received by
any Paying Agent other than the Trustee.

         SECTION 8.05. May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, the Security
Registrar, any Co-Security Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 8.08 and 8.13, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar, Co-Security Registrar or such other agent.

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<PAGE>

         SECTION 8.06. Money or Other Property Held in Trust.

         Subject to Section 1.16, money or other property held by the Trustee or
any Paying Agent in trust hereunder need not be segregated from other funds or
other property except to the extent required by law. Neither the Trustee nor any
Paying Agent shall be under any liability for interest on any money or other
property received by it hereunder except as otherwise agreed with the Company.

         SECTION 8.07. Compensation and Reimbursement.

         The Company agrees:

                  (i) to pay to each of the Trustee, any Co-Trustee, the
         Security Registrar, any Co-Security Registrar and Paying Agent, as the
         case may be, from time to time such compensation as shall be agreed in
         writing between the Company and the Trustee for all services rendered
         by them hereunder (which compensation shall not be limited by any
         provisions of law in regard to the compensation of a trustee of an
         express trust);

                  (ii) except as otherwise expressly provided herein, to pay to
         or to reimburse each of the Trustee, any Co-Trustee, the Security
         Registrar, any Co-Security Registrar and any Paying Agent, as the case
         may be, upon their request for all reasonable expenses, disbursements
         and advances incurred or made by any one of them in accordance with any
         provision of this Indenture (including the reasonable compensation and
         the expenses and disbursements of their agents and counsel), except any
         such expense, disbursement or advance as may be attributable to their
         negligence or bad faith; and

                  (iii) to indemnify each of the Trustee, any Co-Trustee, the
         Security Registrar, any Co-Security Registrar and any Paying Agent, as
         the case may be, for, and to hold each of them harmless against any and
         all loss, liability, damage, claim or expense, including taxes (other
         than taxes based on the income of the Trustee) incurred without
         negligence or bad faith on the part of such entity, arising out of or
         in connection with the acceptance or administration of the trust or
         trusts hereunder, including the costs and expenses of defending
         themselves against any claim (whether asserted by the Company, a Holder
         or any other Person) or liability in connection with the exercise or
         performance of any of its powers or duties hereunder. The provisions of
         this Section 8.07(iii) shall survive the termination and discharge of
         the Indenture and the resignation or removal of the Trustee for any
         reason.

         As security for the performance of the obligations of the Company
pursuant to this Section 8.07, the Trustee for the Securities of any series
shall have a lien prior to the Securities of all such series upon all property
and funds held or collected by the Trustee as such, except funds held in trust
for the payment of principal of (and premium, if any), or interest, if any, on
Securities of any such series. The claims of the Trustee under this Section
shall not be subject to the provisions of Article Fourteen.

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<PAGE>

         The obligations of the Company under this Section shall survive the
resignation and removal of the Trustee and the satisfaction and discharge of
this Indenture.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 7.01(i) or Section 7.01(ii), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses or
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

         SECTION 8.08. Disqualification; Conflicting Interests.

         The Trustee for the Securities of any series issued hereunder shall be
subject to the provisions of Section 310(b) of the Trust Indenture Act during
the period of time provided for therein. In determining whether the Trustee has
a conflicting interest as defined in Section 310(b) of the Trust Indenture Act
with respect to the Securities of any series, there shall be excluded this
Indenture with respect to Securities of any particular series of Securities
other than that series.

         Nothing herein shall prevent the Trustee from filing with the
Securities and Exchange Commission the application referred to in the second to
last paragraph of Section 310(b) of the Trust Indenture Act.

         SECTION 8.09. Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee with respect to each series of
Securities hereunder which shall at all times be either

                  (i) a Corporation or association 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 exercise
         corporate trust powers and subject to supervision or examination by
         federal, state or District of Columbia authority or

                  (ii) a Corporation or association organized or other Person
         organized and doing business under the laws of a foreign government
         that is permitted to act as Trustee pursuant to a rule, regulation or
         order of the Commission, authorized under such laws to exercise
         corporate trust powers, and subject to supervision or examination by
         authority of such foreign government or a political subdivision thereof
         substantially equivalent to supervision or examination applicable to
         United States institutional trustees, in either case having a combined
         capital and surplus of at least $50,000,000.

         If such Corporation or national banking association publishes reports
of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Corporation or national
banking association shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. Neither the
Company nor any person directly or indirectly controlling, controlled by, or
under common control with the Company shall serve as trustee for the Securities
of any series issued hereunder. If at any time the Trustee with respect to any
series of Securities shall cease to be eligible in accordance with

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<PAGE>

the provisions of this Section, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article.

         SECTION 8.10. Resignation and Removal; Appointment of Successor.

                  (i) No resignation or removal of the Trustee and no
         appointment of a successor Trustee pursuant to this Article shall
         become effective until the acceptance of appointment by the successor
         Trustee in accordance with the applicable requirements of Section 8.11.

                  (ii) The Trustee may resign with respect to any series of
         Securities at any time by giving written notice thereof to the Company.
         If an instrument of acceptance by a successor Trustee, required by
         Section 8.11, shall not have been delivered to the resigning Trustee
         within 30 days after the giving of such notice of resignation, the
         resigning Trustee may petition, at the expense of the Company, any
         court of competent jurisdiction for the appointment of a successor
         Trustee with respect to Securities of such series.

                  (iii) The Trustee may be removed with respect to any series of
         Securities at any time by Act of the Holders of a majority in principal
         amount of the Outstanding Securities of such series, delivered to the
         Trustee and to the Company. If an instrument of acceptance by a
         successor Trustee shall not have been delivered to the Trustee within
         30 days after the giving of such notice of removal, the Trustee being
         removed may petition, at the expense of the Company, any court of
         competent jurisdiction for the appointment of a successor Trustee with
         respect to the Securities of such series.

                  (iv) If at any time:

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

                           (b) the Trustee shall cease to be eligible under
                  Section 8.09 with respect to any series of Securities and
                  shall fail to resign after written request therefor by the
                  Company or by any Holder of Securities of such series; or

                           (c) the Trustee shall become incapable of acting with
                  respect to any series of 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, (1) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (2) subject to Section 7.14, any
Securityholder who has been a bona fide Holder of a Security of such series for
at least six months may, on behalf of himself and all

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others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees.

                  (v) If the Trustee shall resign, be removed or become
         incapable of acting with respect to any series of Securities, or if a
         vacancy shall occur in the office of Trustee with respect to any series
         of Securities for any cause, the Company, by a Board Resolution, shall
         promptly appoint a successor Trustee or Trustees with respect to the
         Securities of that or those series (it being understood that any such
         successor Trustee may be appointed with respect to the Securities of
         one or more or all of such series and that at any time there shall be
         only one Trustee with respect to other Securities of any particular
         series) and shall comply with the applicable requirements of Section
         8.11. If, within one year after such resignation, removal or
         incapability, or the occurrence of such vacancy, a successor Trustee
         with respect to such series of Securities shall be appointed by the Act
         of the Holders of a majority in principal amount of the Outstanding
         Securities of such series delivered to the Company and the retiring
         Trustee with respect to such series, the successor Trustee so appointed
         shall, forthwith upon its acceptance of such appointment in accordance
         with the applicable requirements of Section 8.11, become the successor
         Trustee with respect to such series and to that extent supersede the
         successor Trustee appointed by the Company with respect to such series.
         If no successor Trustee with respect to such series shall have been so
         appointed by the Company or the Holders of Securities of such series
         and accepted appointment in the manner hereinafter provided, any
         Securityholder who has been a bona fide Holder of a Security of such
         series for at least six months may, on behalf of himself and all others
         similarly situated, petition any court of competent jurisdiction for
         the appointment of a successor Trustee with respect to such series.

                  (vi) The Company shall give notice of each resignation and
         each removal of the Trustee with respect to the Securities of any
         series and each appointment of a successor trustee with respect to the
         Securities of any series by mailing written notice of such event by
         first-class mail, postage prepaid, to all Holders of Registered
         Securities of such series as their names and addresses appear in the
         Security Register and, if Securities of such series are issuable as
         Bearer Securities, by publishing notice of such event once in an
         Authorized Newspaper in each Place of Payment located outside the
         United States. Each notice shall include the name of the successor
         Trustee with respect to the Securities of such series and the address
         of its Corporate Trust Office.

         SECTION 8.11. Acceptance of Appointment by Successor.

                  (i) In the case of the appointment hereunder of a successor
         Trustee with respect to any series of Securities, every such successor
         Trustee so appointed shall execute, acknowledge and deliver to the
         Company and to the retiring Trustee or Trustees an instrument accepting
         such appointment and thereupon the resignation or removal of the
         retiring Trustee or Trustees shall become effective with respect to all
         or any series as to which it is resigning as Trustee, and such
         successor Trustee, without any further act, deed, or conveyance, shall
         become vested with all the rights, powers, trusts and duties of the
         retiring Trustee or Trustees with respect to all or any such series;
         but, on request of the Company or such successor Trustee, such retiring
         Trustee or Trustees shall upon

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<PAGE>

         payment of its charges and all amounts owing under Section 8.07,
         execute and deliver an instrument transferring to such successor
         Trustee all the rights, powers and trusts of such retiring Trustee or
         Trustees with respect to all or any such series; and shall duly assign,
         transfer and deliver to such successor Trustee all property and money
         held by such retiring Trustee or Trustees hereunder with respect to all
         or any such series.

                  (ii) In case of the appointment hereunder of a successor
         Trustee with respect to the Securities of one or more (but not all)
         series, the Company, the retiring Trustee and each successor Trustee
         with respect to the Securities of one or more series shall execute and
         deliver an indenture supplemental hereto wherein each successor Trustee
         shall accept such appointment and which (a) shall contain such
         provisions as shall be necessary or desirable to transfer and confirm
         to, and to vest in, each successor Trustee all the rights, powers,
         trusts and duties of the retiring Trustee with respect to the
         Securities of that or those series to which the appointment of such
         successor Trustee relates, (b) if the retiring Trustee is not retiring
         with respect to all Securities, shall contain such provisions as shall
         be deemed necessary or desirable to confirm that all the rights,
         powers, trusts and duties of the retiring Trustee with respect to the
         Securities of that or those series as to which the retiring Trustee is
         not retiring shall continue to be vested in the retiring Trustee, and
         (c) shall add to or change any of the provisions of this Indenture as
         shall be necessary to provide for or facilitate the administration of
         the trusts hereunder by more than one Trustee, it being understood that
         nothing herein or in such supplemental indenture shall constitute such
         Trustees co-trustees of the same trust and that each such Trustee shall
         be trustee of a trust or trusts hereunder separate and apart from any
         trust or trusts hereunder administered by any other such Trustee and
         that no Trustee shall be responsible for any notice given to, or
         received by, or any act or failure to act on the part of any other
         Trustee hereunder, and upon the execution and delivery of such
         supplemental indenture the resignation or removal of the retiring
         Trustee shall become effective to the extent provided therein, such
         retiring Trustee shall with respect to the Securities of that or those
         series to which the appointment of such successor Trustee relates have
         no further responsibility for the exercise of rights and powers or for
         the performance of the duties and obligations vested in the Trustee
         under this Indenture, and each successor Trustee, without any further
         act, deed or conveyance, shall become vested with all the rights,
         powers, trusts and duties of the retiring Trustee with respect to the
         Securities of that or those series to which the appointment of such
         successor Trustee relates; but, on request to the Company or any
         successor Trustee, such retiring Trustee shall duly assign, transfer
         and deliver to such successor Trustee, to the extent contemplated by
         such supplemental indenture, all property and money held by such
         retiring Trustee hereunder with respect to the Securities of that or
         those series to which the appointment of such successor Trustee
         relates.

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

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<PAGE>

                  (iv) No successor Trustee with respect to a series of
         Securities shall accept its appointment unless at the time of such
         acceptance such successor Trustee shall be qualified and eligible with
         respect to such series under this Article.

         SECTION 8.12. Merger, Conversion, Consolidation or Succession to
Business of Trustee.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation or national banking
association resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation or national banking association
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided that such
corporation or national banking association shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper or any
further act on the part of any of the parties hereto. In case any Securities
shall have been authenticated, but not delivered, by the Trustee then in office,
any successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

         SECTION 8.13. Preferential Collection of Claims against Company.

         The Trustee shall comply with Section 311(a) of the Trust Indenture Act
with respect to each series of Securities for which it is Trustee.

         SECTION 8.14. Appointment of Authenticating Agent.

         At any time when any of the Securities of any series remain Outstanding
the Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities, which may include any Affiliate of the Company. Such
Authenticating Agent or Agents, at the option of the Trustee, shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.06, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by a
Trustee or the Trustee's certificate of authentication or the delivery of
Securities to the Trustee for authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent, a certificate of authentication executed on behalf of the
Trustee by an Authenticating Agent and delivery of Securities to the
Authenticating Agent on behalf of the Trustee. Each Authenticating Agent shall
be acceptable to the Company and shall at all times be a corporation or national
banking association organized and doing business under the laws of the United
States 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 as most recently reported or determined by it sufficient under the laws
of any jurisdiction under which it is organized and in which it is doing
business to conduct a trust business, and which is otherwise authorized under
such laws to conduct such business and is subject to supervision or examination
by federal or state authority. Notwithstanding the foregoing, an Authenticating
Agent located outside the United States may be appointed by the

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<PAGE>

Trustee if previously approved in writing by the Company and if such
Authenticating Agent has a combined capital and surplus as most recently
reported or determined by it sufficient under the laws of any jurisdiction under
which it is organized and in which it is doing business to conduct a trust
business. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

         The Trustee shall initially act as Authenticating Agent located within
the United States for each series of Securities issued hereunder.

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

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time (and upon
request by the Company shall) 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 termination, or in case
at any time such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders of Securities of the series with respect to which such Authenticating
Agent will serve, as their names and addresses appear in the Security Register.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

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

         The provisions of Sections 3.08, 8.04 and 8.05 shall be applicable to
each Authenticating Agent.

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

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<PAGE>

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

                                           J. P. MORGAN TRUST COMPANY, NATIONAL
                                           ASSOCIATION,
                                           as Trustee

                                           By:
                                              ----------------------------------
                                           As Authenticating Agent



                                           By:
                                              ----------------------------------
                                              Authorized Officer

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

         SECTION 9.01. Supplemental Indentures Without Consent of
Securityholders.

         Without notice to or the consent of any Holder of any Security or
coupon, the Company, when authorized by a Board Resolution, and the Trustee, at
any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes:

                  (i) to evidence the succession of another corporation to the
         Company, and the assumption by any such successor of the covenants of
         the Company herein and in the Securities in accordance with Section
         10.01 hereof; or

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

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

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

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<PAGE>

                  (v) to add any additional Defaults or Events of Default with
         respect to all or any series of the Securities (and, if such Default or
         Event of Default is applicable to less than all series of Securities,
         specifying the series to which such Default or Event of Default is
         applicable); or

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

                  (vii) to change or eliminate any of the provisions of this
         Indenture, provided that, any such change or elimination shall become
         effective only when there is no Security Outstanding of any series
         created prior to the execution of such supplemental indenture which is
         adversely affected in any material respect by such change in or
         elimination of such provisions; or

                  (viii) to establish the form or terms of a Security of any
         series as permitted by Sections 2.01 and 3.01; or

                  (ix) to convey, transfer, assign, mortgage or pledge any
         property to or with the Trustee securing any series of Security; or

                  (x) to provide for conversion rights of the Holders of the
         Securities of any series to enable such Holders to convert such
         Securities into other securities of the Company.

         SECTION 9.02. Supplemental Indentures With Consent of Securityholders.

         With the consent of the Holders of not less than 66 2/3% in principal
amount or, if such Securities are not payable at Maturity for a fixed principal
amount, 66 2/3% of the aggregate issue price of the Outstanding Securities of
each series affected by such supplemental indenture or indentures, by Act of
said Holders delivered to the Company and the Trustee, the Company, when
authorized by a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purposes of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of Securities of each such
series and any related coupons under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holders of each
Outstanding Security affected thereby:

                  (i) change the Stated Maturity of the principal of, or the
         Stated Maturity of any installment of principal of or interest (or
         premium, if any) or any Maturity Consideration on, any Outstanding
         Security, or reduce the principal amount or Maturity Consideration
         thereof (or premium, if any, thereon) or the rate of interest

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<PAGE>

         thereon, or change the obligation of the Company to pay additional
         amounts pursuant to Section 5.04 (except as contemplated by Section
         10.01(i) and permitted by Section 9.01), or reduce the amount of the
         principal of an Original Issue Discount Security that would be due and
         payable or deliverable upon a declaration of acceleration of the
         Maturity thereof pursuant to Section 7.02, or change the method of
         calculating interest thereon or the Place of Payment where, or the coin
         or currency unit or other property in which any Outstanding Security
         (or premium, if any, thereon) or the interest therefor is payable or
         deliverable or impair the right to institute suit for the enforcement
         of any such payment or delivery on or after the Stated Maturity thereof
         (or, in the case of redemption, on or after the Redemption Date); or

                  (ii) reduce the percentage in principal amount or issue price
         of the Outstanding Securities of any series, the consent of whose
         Holders is required for any such supplemental indenture or the consent
         of whose Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or of certain Defaults hereunder and their
         consequences) provided for in this Indenture; or

                  (iii) change any obligations of the Company to maintain an
         office or agency in the places and for the purposes specified in
         Section 5.02; or

                  (iv) make any change relating to the subordination of the
         Securities in a manner adverse to the Holders of such Securities; or

                  (v) make any change relating to the subordination of the
         Securities in a manner adverse to holders of Senior Indebtedness unless
         the holders of such Senior Indebtedness consent to such change under
         the terms of such Senior Indebtedness; or

                  (vi) modify any of the provisions of this Section or Section
         7.13, except to increase any such percentage or to provide that certain
         other provisions of this Indenture cannot be modified or waived without
         the consent of the Holder of each Outstanding Security affected
         thereby; provided, however, that this clause shall not be deemed to
         require the consent of any Holder with respect to changes in the
         references to "the Trustee" and concomitant changes in this Section and
         Section 5.09 or the deletion of this proviso, in accordance with the
         requirements of Sections 8.11(ii) and 9.01(ii).

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

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

         SECTION 9.03. Execution of Supplemental Indentures.

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<PAGE>

         In executing, or accepting the additional trusts created by any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
in addition to the documents required by Section 1.02, and (subject to Section
8.01) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
and complies with this Indenture and has been duly authorized, executed and
delivered and is enforceable in accordance with its terms. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, liabilities, duties or immunities under this
Indenture or otherwise.

         SECTION 9.04. Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith and any such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bounded thereby.

         SECTION 9.05. Conformity with Trust Indenture Act.

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

         SECTION 9.06. Reference in Securities to Supplemental Indentures.

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

                                   ARTICLE X

                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

         SECTION 10.01. Company May Consolidate, etc., Only on Certain Terms.

         The Company shall not consolidate with or merge into any other
corporation or convey or transfer its properties and assets substantially as an
entirety to any Person, unless

                  (i) the corporation formed by such consolidation or into which
         the Company is merged or the Person which acquires by conveyance or
         transfer or which leases the properties and assets of the Company
         substantially as an entirety shall be a corporation organized and
         existing under the laws of the United States of America, any State
         thereof or the District of Columbia and shall expressly assume, by an
         indenture supplemental hereto, executed and delivered to the Trustee,
         in form satisfactory to the Trustee, the due and punctual payment or
         delivery of the principal of (and premium, if

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<PAGE>

         any), Maturity Consideration and interest on (including all additional
         amounts, if any, payable pursuant to Section 5.04) all the Securities
         and the performance of every covenant of this Indenture on the part of
         the Company to be performed or observed;

                  (ii) immediately after giving effect to such transaction, no
         Default, and no event which, after notice or lapse of time, or both,
         would become a Default, shall have happened and be continuing; and

                  (iii) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel each stating that such
         consolidation, merger, conveyance or transfer and such supplemental
         indenture comply with this Article and that all conditions precedent
         herein provided for relating to such transaction have been complied
         with;

provided, that, the provisions of this Section 10.01 may be changed as to any
series of Securities if and to the extent provided in an Officer's Certificate
delivered pursuant to Section 3.01 establishing the terms of such series of
Securities.

                  SECTION 10.02. Successor Corporation Substituted.

         Upon any consolidation or merger, or any conveyance or transfer of the
properties and assets of the Company substantially as an entirety in accordance
with Section 10.01, the successor corporation formed by such consolidation or
into which the Company is merged or to which such conveyance or transfer is made
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor
corporation had been named as the Company herein. In the event of any such
conveyance or transfer, the Company as the predecessor corporation shall be
relieved of all obligations and covenants under this Indenture and may be
dissolved, wound up and liquidated at any time thereafter.

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

         In case of any such consolidation, merger, sale or conveyance, such
changes in phraseology and form may be made in the Securities thereafter to be
issued as may be appropriate.

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                                   ARTICLE XI

                           SATISFACTION AND DISCHARGE

         SECTION 11.01. Satisfaction and Discharge of Indenture.

         This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for and rights to receive payments thereon
and any right to receive additional amounts, as provided in Section 5.04), and
each Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture,
when

                  (i) either

                           (a) all Securities theretofore authenticated and
                  delivered (other than (1) coupons appertaining to Bearer
                  Securities surrendered for exchange for Registered Securities
                  and maturing after such exchange, whose surrender is not
                  required or has not been waived as provided in Section 3.05,
                  (2) coupons appertaining to Bearer Securities called for
                  redemption and maturing after the relevant Redemption Date,
                  whose surrender has been waived as provided in Section 4.07,
                  (3) Securities and coupons which have been destroyed, lost or
                  stolen and which have been replaced or paid as provided in
                  Section 3.06, and (4) Securities for whose payment money has
                  theretofore been deposited in trust or segregated and held in
                  trust by the Company and thereafter repaid to the Company or
                  discharged from such trust, as provided in Section 5.03) have
                  been delivered to the Trustee for cancellation; or

                           (b) all such Securities not theretofore delivered to
                  the Trustee for cancellation

                                    (1) have become due and payable, or

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

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

                  and the Company, in the case of (b)(1), (2) or (3) above, has
                  deposited or caused to be deposited with the Trustee, as trust
                  funds in trust for the purpose, an amount (said amount to be
                  immediately due and payable to the Holders) sufficient to pay
                  and discharge the entire indebtedness on such Securities and
                  coupons of the relevant series not theretofore delivered to
                  the Trustee for cancellation, for principal (and premium, if
                  any) and

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<PAGE>

         interest to the date of such deposit (in the case of Securities which
         have become due and payable), or to the Stated Maturity or Redemption
         Date, as the case may be;

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

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

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 8.07, the obligations of
the Company to any Authenticating Agent under Section 8.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of clause (i) of
this Section, the obligations of the Trustee under Section 11.02 and the last
paragraph of Section 5.03 shall survive such satisfaction and discharge. The
Trustee may give notice to the Holders of Securities Outstanding of the
immediate availability of the amount referred to in Clause (i) of this Section
11.01. Funds held pursuant to this Section shall not be subject to the
provisions of Article Fourteen.

         In the event there are Securities of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of the Indenture only if requested to do so with respect to
Securities of all series as to which it is Trustee and if the other conditions
thereto are met. The effectiveness of any such instrument shall be conditional
upon receipt of such instruments from the Trustee.

         SECTION 11.02. Application of Trust Money or Property.

         Subject to the provisions of the last paragraph of Section 5.03, all
money or property deposited with the Trustee pursuant to Section 11.01 in
respect of Securities of a series shall be held in trust and applied by it, in
accordance with the provisions of such Securities, the coupons, if any, and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent), as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any), Maturity Consideration and interest for whose payment such money has been
deposited with the Trustee; unless otherwise specified herein, such money need
not be segregated from other funds except to the extent required by law.

                                  ARTICLE XII

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

         SECTION 12.01. Exemption from Individual Liability.

         No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Security or coupon, or for any claim based thereon or
otherwise in respect thereof, 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,
whether

                                       70

<PAGE>

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 this
Indenture and the obligations issued hereunder are solely corporate obligations
of the Company, and that no such personal liability whatever shall attach to, or
is or shall be incurred by, the incorporators, stockholders, officers or
directors, as such, of the Company or of any successor corporation, or any of
them, because of the creation of the indebtedness hereby authorized, or under or
by reason of the obligations, covenants or agreements contained in this
Indenture or in any of the Securities or coupons or implied therefrom; and that
any and all such personal liability, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director, as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or coupons or implied therefrom, are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issuance of the Securities.

                                  ARTICLE XIII

                                  SINKING FUNDS

         SECTION 13.01. Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.01 for Securities of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 13.02. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

         SECTION 13.02. Satisfaction of Sinking Fund Payments with Securities.

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

                                       71

<PAGE>

         SECTION 13.03. Redemption of Securities for Sinking Fund.

         Not less than 90 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee and the Security
Registrar an Officers' Certificate specifying (i) the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that series, (ii)
the portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 13.02 (such Security to be
credited, or proof of ownership thereof by the Company satisfactory to the
Trustee, to be delivered together with the Officers' Certificate), and (iii)
that none of such Securities has theretofore been so credited and stating the
basis for such credit, and will also deliver to the Trustee any Securities to be
so delivered. Not less than 30 days before each sinking fund payment date, the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 4.03 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 4.04. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Section 4.06 and 4.07 and subject to the limitations set forth in
Section 4.08.

                                  ARTICLE XIV

                                  SUBORDINATION

         SECTION 14.01. Agreement to Subordinate.

         The Company, for itself, its successors and assigns, covenants and
agrees, and each Holder of a Security by his acceptance thereof, likewise
covenants and agrees, that the payment or delivery of the principal of and
premium, if any, Maturity Consideration and interest on each and all of the
Securities is hereby expressly subordinated, to the extent and in the manner
hereinafter set forth, in right of payment or delivery to the prior payment or
satisfaction in full of all Senior Indebtedness.

         SECTION 14.02. Distribution on Dissolution, Liquidation and
Reorganization; Subrogation of Securities.

         (a) In the event of any distribution of assets of the Company upon any
dissolution, winding up, liquidation or reorganization of the Company, whether
in bankruptcy, insolvency, reorganization or receivership proceedings or upon an
assignment for the benefit of creditors or any other marshalling of the assets
and liabilities of the Company (subject to the power of a court of competent
jurisdiction to make other equitable provision reflecting the rights conferred
in this Indenture upon the Senior Indebtedness and the holders thereof with
respect to the Securities and the Holders thereof by a lawful plan of
reorganization under applicable bankruptcy law),

                  (i) the holders of all Senior Indebtedness shall first be
         entitled to receive payment or delivery in full in accordance with the
         terms of such Senior Indebtedness of the principal thereof, premium, if
         any, and the interest due thereon (including interest accruing
         subsequent to the commencement of any proceeding for the

                                       72

<PAGE>

         bankruptcy or reorganization of the Company under any applicable
         bankruptcy, insolvency, or similar law now or hereafter in effect)
         before the Holders of the Securities are entitled to receive any
         payment or delivery upon the principal of or premium, if any, Maturity
         Consideration or interest on indebtedness evidenced by the Securities;

                  (ii) any payment or distribution of assets of the Company of
         any kind or character, whether in cash, property or securities, to
         which the Holders of the Securities or the Trustee would be entitled
         except for the provisions of this Article Fourteen, including any such
         payment or distribution which may be payable or deliverable by reason
         of the payment of any other indebtedness of the Company being
         subordinated to the payment of the Securities, shall be paid by the
         liquidating trustee or agent or other person making such payment or
         distribution, whether a trustee in bankruptcy, a receiver or
         liquidating trustee or otherwise, directly to the holders of Senior
         Indebtedness or their representative or representatives or to the
         trustee or trustees under any indenture under which any instruments
         evidencing any of such Senior Indebtedness may have been issued, in
         accordance with the priorities then existing among holders of Senior
         Indebtedness for payment of the aggregate amounts remaining unpaid on
         account of the principal of and premium, if any, and interest
         (including interest accruing subsequent to the commencement of any
         proceeding for the bankruptcy or reorganization of the Company under
         any applicable bankruptcy, insolvency, or similar law now or hereafter
         in effect) on the Senior Indebtedness held or represented by each, to
         the extent necessary to make payment in full of all Senior Indebtedness
         remaining unpaid, after giving effect to any concurrent payment or
         distribution to the holders of such Senior Indebtedness; it being
         understood that if the Holders of Securities shall fail to file a
         proper claim in the form required by any proceeding referred to in this
         subparagraph (ii) prior to thirty days before the expiration of the
         time to file such claim or claims, then the holders of Senior
         Indebtedness are hereby authorized to file an appropriate claim or
         claims for and on behalf of the Holders of Securities in the form
         required in any such proceeding; and

                  (iii) in the event that, notwithstanding the foregoing, any
         payment or distribution of assets of the Company of any kind or
         character, whether in cash, property or securities, including any such
         payment or distribution which may be payable or deliverable by reason
         of the payment of any other indebtedness of the Company being
         subordinate to the payment of the Securities, shall be received by the
         Trustee or Holders of the Securities before all Senior Indebtedness is
         paid in full, such payment or distribution shall be held for the
         benefit of and shall be paid over to the holders of such Senior
         Indebtedness or their representative or representatives or to the
         trustee or trustees under any indenture under which any instruments
         evidencing any of such Senior Indebtedness may have been issued, as
         aforesaid, for application to the payment of all Senior Indebtedness
         remaining unpaid until all such Senior Indebtedness shall have been
         paid in full, after giving effect to any concurrent payment or
         distribution (or provision thereof) to the holders of such Senior
         Indebtedness.

         (b) Subject to the payment in full of all Senior Indebtedness, the
Holders of the Securities shall be subrogated (equally and ratably with the
holders of all indebtedness of the Company which by its express terms is
subordinated to indebtedness of the Company to

                                       73

<PAGE>

substantially the same extent as the Securities are subordinated and is entitled
to like rights of subordination) to the rights of the holders of Senior
Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to the Senior Indebtedness until the
principal of and premium, if any, Maturity Consideration and interest on the
Securities shall be paid in full and no such payments or distributions to
holders of such Senior Indebtedness to which the Holders of the Securities would
be entitled except for the provisions hereof of cash, property or securities
otherwise distributable to the Senior Indebtedness shall, as between the
Company, its creditors, other than the holders of Senior Indebtedness, and the
Holders of the Securities, be deemed to be a payment by the Company to or on
account of the Senior Indebtedness.

         (c) It is understood that the provisions of this Article Fourteen are
intended solely for the purpose of defining the relative rights of the Holders
of the Securities, on the one hand, and the holders of Senior Indebtedness, on
the other hand. Nothing contained in this Article Fourteen or elsewhere in this
Indenture or in the Securities is intended to or shall (i) impair, as between
the Company, and the Holders of the Securities, the obligation of the Company,
which is unconditional and absolute (and which, subject to the rights under this
Article Fourteen of the holders of Senior Indebtedness, is intended to rank
equally with all other general obligations of the Company), to pay to the
Holders of the Securities the principal of, premium, if any, Maturity
Consideration and interest (including interest accruing subsequent to the
commencement of any proceeding for the bankruptcy or reorganization of the
Company under any applicable bankruptcy, insolvency or similar law now or
hereafter in effect) on the Securities as and when the same shall become due and
payable in accordance with their terms, (ii) affect the relative rights of the
Holders of the Securities and creditors of the Company, other than the holders
of the Senior Indebtedness, (iii) prevent the Trustee or the Holder of any
Security from exercising all remedies otherwise permitted by applicable law upon
Default under this Indenture, subject to the rights, if any, under this Article
Fourteen of the holders of Senior Indebtedness, in respect of cash, property or
securities of the Company received upon the exercise of any such remedy or (iv)
prevent the application by the Trustee or any Paying Agent of any moneys
deposited with it hereunder to the payment of or on account of the principal of
or premium, if any, Maturity Consideration or interest on the Securities or
prevent the receipt by the Trustee or any Paying Agent of such moneys, if, prior
to the second Business Day prior to such deposit, the Trustee or such Paying
Agent did not have written notice, in accordance with Section 14.06 hereof, of
any event prohibiting the making of such deposit by the Company and the Trustee
shall not be affected by any notice which may be received by it on or after such
second Business Day.

         (d) Upon any payment or distribution of assets of the Company referred
to in this Article Fourteen, the Trustee, subject to the provisions of Section
8.01, and the Holders of the Securities shall be entitled to rely upon any order
or decree of a court of competent jurisdiction in which such dissolution,
winding up, liquidation or reorganization proceedings are pending or upon a
certificate of the liquidating trustee or agent or other person making any
distribution to the Trustee or to the Holders of the Securities for the purpose
of ascertaining the persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article Fourteen. In
the absence of any such liquidating trustee, agent or other person or any
certification by any such person, the Trustee shall be entitled to rely upon a
written notice by a Person representing himself to be a

                                       74

<PAGE>

holder of Senior Indebtedness (or a trustee or representative on behalf of such
holder) as evidence that such Person is a holder of Senior Indebtedness (or is
such a trustee or representative). In the event that the Trustee determines, in
good faith, that further evidence is required with respect to the right of any
Person, as a holder of Senior Indebtedness, to participate in any payment or
distribution pursuant to this Section, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness held by such Person, as to the extent to which such
Person is entitled to participation in such payment or distribution, and as to
other facts pertinent to the rights of such Person under this Section, 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.

         (e) With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Indenture, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee, however, shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and
shall not be liable to any such holders if it shall mistakenly pay over or
distribute to or on behalf of Holders of Securities or the Company moneys or
assets to which any holders of Senior Indebtedness shall be entitled by virtue
of this Article Fourteen.

         SECTION 14.03. Payments on Securities Prohibited During Event of
Default Under Senior Indebtedness.

         In the event and during the continuation of any default in the payment
of principal of, or premium, if any, or interest on, any Senior Indebtedness
beyond any applicable period of grace, or in the event that any event of default
with respect to any Senior Indebtedness shall have occurred and be continuing,
or would occur as a result of the payment referred to hereinafter, permitting
the holders of such Senior Indebtedness (or a trustee on behalf of the holders
thereof) to accelerate the maturity thereof, then, unless and until such default
or event of default shall have been cured or waived or shall have ceased to
exist, no payment or delivery of principal of, or premium, Maturity
Consideration or interest on the Securities, or in respect of any redemption,
retirement, purchase or other acquisition of any of the Securities, shall be
made by the Company.

         SECTION 14.04. Reserved.

         SECTION 14.05. Authorization of Holders to Trustee to Effect
Subordination.

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

         SECTION 14.06. Notice to Trustee.

         Notwithstanding the provisions of this Article or any other provisions
of the Indenture, neither the Trustee nor any Paying Agent shall be charged with
knowledge of the existence of

                                       75

<PAGE>

any Senior Indebtedness or of any event which would prohibit the making of any
payment of moneys to or by the Trustee or such Paying Agent, unless and until a
Responsible Officer of the Trustee assigned to its Corporate Trust Department or
such Paying Agent shall have received written notice thereof from the Company or
from the holder of any Senior Indebtedness or from the representative of any
such holder and prior to receipt of any such written notice the Trustee shall be
entitled to assume that no such indebtedness or event exists; provided, however,
that if a Responsible Officer of the Trustee shall not have received, at least
three Business Days prior to the date upon which by the terms hereof any such
money may become payable for any purpose (including, without limitation, the
payment of the principal, issue price, accrued original issue discount,
redemption price or interest, if any, as the case may be, in respect of any
Security), the notice with respect to such money provided for in this Section
14.06, then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such money and to apply
the same to the purpose for which such money was received and shall not be
affected by any notice to the contrary which may be received by it within three
Business Days prior to such date.

         Subject to the provisions of Section 8.01, the Trustee shall be
entitled to conclusively rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Indebtedness (or a trustee
or agent on behalf of such holder) to establish that such notice has been given
by a holder of Senior Indebtedness (or a trustee or agent on behalf of any such
holder). 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, 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 any other facts pertinent to the rights of
such Person under this Article, and if such evidence is not furnished, the
Trustee may defer any payment which it may be required to make for the benefit
of such Person pursuant to the terms of this Indenture pending judicial
determination as to the rights of such Person to receive such payment.

         SECTION 14.07. Right of Trustee to Hold Senior Indebtedness.

         The Trustee shall be entitled to all of the rights set forth in this
Article in respect of any Senior Indebtedness at any time held by it in its
individual capacity to the same extent as any other holder of such Senior
Indebtedness, and nothing in this Indenture shall be construed to deprive the
Trustee of any of its rights as such holder.

         SECTION 14.08. Article Fourteen Not to Prevent Defaults or Events of
Default.

         The failure to make a payment pursuant to the Securities by reason of
any provision in this Article shall not be construed as preventing the
occurrence of a Default or an Event of Default.

         SECTION 14.09. Trustee Compensation, Etc. Not Prejudiced.

         Nothing in this Article shall apply to claims of, or payments to, the
Trustee pursuant to Section 8.07 or to funds held by the Trustee pursuant to
Section 11.01.

                                       76

<PAGE>

                                   ARTICLE XV

                                  MISCELLANEOUS

         SECTION 15.01. Counterparts.

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

                                       77

<PAGE>

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

                            SUSQUEHANNA BANCSHARES, INC.


                            By: /s/ William J. Reuter
                                --------------------------------------------
                                Name: William J. Reuter
                                Title: President and Chief Executive Officer

                            J. P. MORGAN TRUST COMPANY, NATIONAL
                            ASSOCIATION,
                            as Trustee

                            By: /s/ E. D. Renn
                                --------------------------------------------
                                Name: E. D. Renn
                                Title: Vice President

                                       78

<PAGE>

                                    EXHIBIT A
                       FORM OF CERTIFICATE TO BE GIVEN BY
                     PERSON ENTITLED TO RECEIVE BEARER NOTE
                                   CERTIFICATE

-------------------------------------
[Insert title or sufficient description of Securities to be delivered]
         This is to certify that the above-captioned Securities are not being
acquired by or on behalf of a United States person, or, if a beneficial interest
in the Securities is being acquired by or on behalf of a United States person,
that such United States person is a financial institution within the meaning of
Section 1.165-12(c)(1)(v) of the United States Treasury regulations which agrees
to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, and the regulations thereunder. If the
undersigned is a dealer, the undersigned agrees to obtain a similar certificate
from each person entitled to delivery of any of the above-captioned Securities
in bearer form purchased from it; provided, however, that, if the undersigned
has actual knowledge that the information contained in such a certificate is
false, the undersigned will not deliver a Security in temporary or definitive
bearer form to the person who signed such certificate notwithstanding the
delivery of such certificate to the undersigned.

         As used herein, "United States person" means any citizen or resident of
the United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States and any estate or trust the
income of which is subject to United States federal income taxation regardless
of its source, and "United States" means the United States of America (including
the States and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.

         We undertake to advise you by telex if the above statement as to
beneficial ownership is not correct on the date of delivery of the
above-captioned Securities in bearer form as to all of such Securities.

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

Dated:                       , 20
       ----------------------    --

                                  [Name of Person Entitled to Receive Bearer
                                      Security]


                                  ------------------------------------------
                                  (Authorized Signatory)

<PAGE>

                                    EXHIBIT B
                FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
                 CLEARSTREAM IN CONNECTION WITH THE EXCHANGE OF
                      A PORTION OF A TEMPORARY GLOBAL NOTE
                                   CERTIFICATE

------------------------------------
[Insert title or sufficient description of Securities to be delivered]
         This is to certify with respect to $_____________ principal amount of
the above-captioned Securities (i) that we have received from each of the
persons appearing in our records as persons entitled to a portion of such
principal amount (our "Qualified Account Holders") a certificate with respect to
such portion substantially in the form attached hereto, and (ii) that we are not
submitting herewith for exchange any portion of the temporary global Security
representing the above-captioned Securities excepted in such certificates.

         We further certify that as of the date hereof we have not received any
notification from any of our Qualified Account Holders to the effect that the
statements made by such Qualified Account Holders with respect to any portion of
the part submitted herewith for exchange are no longer true and cannot be relied
upon as of the date hereof.

Dated:                                   , 20
       ----------------------------------    --
[To be dated no earlier than the Exchange Date]

                             [Euroclear Bank, S.A./N.V., as Operator of the
                                 Euroclear System] [Clearstream Banking, S.A.]
                                 Security]


                             By:
                                ------------------------------------------

<PAGE>

                                    EXHIBIT C
                FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
            CLEARSTREAM TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE
                                   CERTIFICATE

------------------------------------------
[Insert title or sufficient description of Securities]
         This is to certify that, as of the Interest Payment Date on [Insert
Date], the undersigned, which is a holder of an interest in the temporary global
Security representing the above Securities, is not a United States person.

         As used herein, "United States person" means any citizen or resident of
the United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States and any estate or trust the
income of which is subject to United States Federal income taxation regardless
of its source, and "United States" means the United States of America (including
the States and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.

         We confirm that the interest payable on such Interest Payment Date will
be paid to each of the persons appearing in our records as being entitled to
interest to be paid on the above date from whom we have received a written
certification dated not earlier than 15 days prior to such Interest Payment date
to the effect that the beneficial owner of such portion with respect to which
interest is to be paid on such date either is not a United States person or is a
United States person which is a financial institution which has provided an
Internal Revenue Service Form W-9 or is an exempt recipient as defined in United
States Treasury Regulations ss. 1.6049-4(c)(1)(ii). We undertake to retain
certificates received from our member organizations in connection herewith for
four years from the end of the calendar year in which such certificates are
received.

<PAGE>

                                    EXHIBIT D
             FORM OF CERTIFICATE TO BE GIVEN BY BENEFICIAL OWNERS TO
                    OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE
                                   CERTIFICATE

------------------------------------------
[Insert title or sufficient description of Securities]
         This is to certify that as of the date hereof, no portion of the
temporary global Security representing the above-captioned Securities and held
by you for our account is beneficially owned by a United States person or, if
any portion thereof held by you for our account is beneficially owned by a
United States person, such United States person is a financial institution
within the meaning of Section 1.165-12(c)(1)(v) of the United States Treasury
regulations which agrees to comply with Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986 and the regulations thereunder, and certifies that
either it has provided an Internal Revenue Service Form W-9 or is an exempt
recipient as defined in Section 1.6049-4(c)(1)(ii) of the United States Treasury
regulations.

         As used herein, "United States person" means any citizen or resident of
the United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States and any estate or trust the
income of which is subject to United States Federal income taxation regardless
of its source, and "United States" means the United States of America (including
the States and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.

         We undertake to advise you by telex if the above statement as to
beneficial ownership is not correct on the Interest Payment Date on [Insert
Date] as to any such portion of such temporary global Security.

<PAGE>

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


Dated:                                   , 20
       ----------------------------------    --
[To be dated no earlier than 15 days prior to the Exchange Date]

                             [Name of Person Entitled to Receive Bearer
                                 Security]


                             ------------------------------------------
                                 (Authorized Signatory)


                             Name:
                             Title:

         The foregoing reflects any advice received subsequent to the date of
any certificate stating that the statements contained in such certificate are no
longer correct.

Dated:                                   , 20
       ----------------------------------    --
[To be dated on or after the relevant Interest Payment Date)

                             [Euroclear Bank, S.A./N.V., as Operator of the
                                  Euroclear System] [Clearstream Banking S.A.]


                             By:
                                ------------------------------------------

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

Dated:                                   , 20
       ----------------------------------    --
[To be dated on or after the 15th day before the relevant Interest Payment Date]

                             [Name of Account Holder]


                             ------------------------------------------
                                 (Authorized Signatory)


                             Name:
                             Title:

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                                    EXHIBIT E
           ADDITIONAL PROVISIONS RELATING TO BOOK-ENTRY SECURITIES AND
                        TRANSFERS IN CERTAIN SITUATIONS

The following provisions shall only be applicable if the terms of the Securities
of the series provide for their inclusion as permitted under Section 3.03 of the
Indenture:

SECTION 3.13. Book-Entry Provisions.

          (a) Securities offered and sold to qualified institutional buyers, as
such terms is defined in Rule 144A promulgated under the Securities Act of 1933,
as amended (the "Securities Act") ("QIB") in reliance on Rule 144A promulgated
under the Securities Act ("Rule 144A Notes") shall be represented by one or more
Securities in registered, global form without interest coupons (collectively,
the "Restricted Global Note"). Securities offered and sold in offshore
transactions in reliance on Regulation S promulgated under the Securities Act
("Regulation S Notes") initially shall be represented by one or more Securities
in registered, global form without interest coupons (collectively, the
"Regulation S Global Note," and, together with the Restricted Global Note and
any other global notes representing Notes, the "Global Notes"). The Global Notes
initially shall (i) be registered in the name of the Depositary Trust Company or
another person designated as depositary by the Company, which person must be a
clearing agency registered under the Securities Exchange Act of 1934, as amended
(the "Depository") or the nominee of such Depository, in each case for credit to
an account of an Agent Member (or, in the case of the Regulation S Global Notes,
of Euroclear System ("Euroclear") and Clearstream Banking Luxembourg
("Clearstream")), (ii) be delivered to the Trustee as custodian for such
Depository.

         Members of, or direct or indirect participants in, the Depository
("Agent Members") shall have no rights under this Indenture with respect to any
Global Note held on their behalf by the Depository, or the Trustee as its
custodian, or under the Global Notes, and the Depository may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute
owner of the Global Note for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent of
the Company or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by the Depository or impair, as between
the Depository and its Agent Members, the operation of customary practices
governing the exercise of the rights of a Holder of any Note.

         (b) Transfers of Global Notes shall be limited to transfer in whole,
but not in part, to the Depository, its successors or their respective nominees.
Interests of beneficial owners in the Global Notes may be transferred or
exchanged for definitive Securities in accordance with the rules and procedures
of the Depository and the provisions of Section 3.05. In all cases, definitive
Securities delivered in exchange for any Global Note or beneficial interests
therein shall be registered in the names, and issued in any approved
denominations, requested by or on behalf of the Depository (in accordance with
its customary procedures).

         (c) In connection with any transfer or exchange of a portion of the
beneficial interest in any Global Note to beneficial owners of definitive
Securities pursuant to paragraph

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(b), the Registrar shall reflect on its books and records the date and a
decrease in the principal amount of the Global Note in an amount equal to the
principal amount of the beneficial interest in the Global Note to be transferred
or exchanged, and the Company shall execute, and the Trustee shall upon receipt
of a written order from the Company authenticate and make available for
delivery, one or more definitive Securities of like tenor and amount.

         (d) In connection with the transfer of Global Notes as an entirety to
beneficial owners pursuant to paragraph (b), the Global Notes shall be deemed to
be surrendered to the Trustee for cancellation, and the Company shall execute,
and the Trustee shall authenticate and deliver, to each beneficial owner
identified by the Depository in writing in exchange for its beneficial interest
in the Global Notes, an equal aggregate principal amount of definitive
Securities of authorized denominations

         (e) On or prior to the 40th day after the later of the commencement of
the offering of the Securities represented by the Regulation S Global Note and
the issue date of such Securities (such period through and including such 40th
day, the "Restricted Period"), a beneficial interest in a Regulation S Global
Note may be transferred to a Person who takes delivery in the form of an
interest in the corresponding Restricted Global Note only upon receipt by the
Trustee of a written certification from the transferor to the effect that such
transfer is being made (i)(a) to a person that the transferor reasonably
believes is a QIB in a transaction meeting the requirements of Rule 144A or (b)
pursuant to another exemption from the registration requirements under the
Securities Act which is accompanied by an opinion of counsel regarding the
availability of such exemption and (ii) in accordance with all applicable
securities laws of any state of the United States or any other jurisdiction.

         (f) Beneficial interests in the Restricted Global Note may be
transferred to a person who takes delivery in the form of an interest in the
Regulation S Global Note, whether before or after the expiration of the
Restricted Period, only if the transferor first delivers to the Trustee a
written certificate to the effect that such transfer is being made in accordance
with Regulation S or Rule 144 (if available) and that, if such transfer occurs
prior to the expiration of the Restricted Period, the interest transferred will
be held immediately thereafter through Euroclear or Clearstream.

         (g) Any beneficial interest in one of the Global Notes that is
transferred to a person who takes delivery in the form of an interest in another
Global Note shall, upon transfer, cease to be an interest in such Global Note
and become an interest in such other Global Note and, accordingly, shall
thereafter be subject to all transfer restrictions and other procedures
applicable to beneficial interests in such other Global Note for as long as it
remains such an interest.

         (h) The holder of any Global Note may grant proxies and otherwise
authorize any person, including Agent Members and persons that may hold
interests through Agent Members, to take any action which a Holder is entitled
to take under this Indenture or the Securities.

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<PAGE>

SECTION 3.15. Special Transfer Provisions.

         (a) Transfers to QIBs. The following provisions shall apply with
respect to the registration or any proposed registration of transfer of a
Security constituting a Restricted Note to a QIB (excluding transfers to
Non-U.S. Persons):

                  (i) the Registrar shall register the transfer if such transfer
         is being made by a proposed transferor to a transferee who has advised
         the Company and the Registrar in writing, that it is purchasing the
         Security for its own account or an account with respect to which it
         exercises sole investment discretion and that it and any such account
         is a QIB within the meaning of Rule 144A, and is aware that the sale to
         it is being made in reliance on Rule 144A and acknowledges that it has
         received such information regarding the Company as it has requested
         pursuant to Rule 144A or has determined not to request such information
         and that it is aware that the transferor is relying upon its foregoing
         representations in order to claim the exemption from registration
         provided by Rule 144A; and

                  (ii) if the proposed transferee is an Agent Member, and the
         Notes to be transferred consist of definitive Securities which after
         transfer are to be evidenced by an interest in the Global Note, upon
         receipt by the Registrar of instructions given in accordance with the
         Depository's and the Registrar's procedures, the Registrar shall
         reflect on its books and records the date and an increase in the
         principal amount of the Global Note in an amount equal to the principal
         amount of the definitive Securities to be transferred, and the Trustee
         shall cancel the definitive Securities so transferred.

         (b) Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Notes not bearing a private placement legend, the
Registrar shall deliver Securities that do not bear a private placement legend.
Upon the registration of transfer, exchange or replacement of Securities bearing
a private placement legend, the Registrar shall deliver only Securities that
bear a private placement legend unless (i) there is delivered to the Registrar
an opinion of counsel reasonably satisfactory to the Company and the Trustee to
the effect that neither such legend nor the related restrictions on transfer are
required in order to maintain compliance with the provisions of the Securities
Act or (ii) such Security has been sold pursuant to an effective registration
statement under the Securities Act and the Registrar has received an Officers'
Certificate from the Company to such effect.

         (c) General. By its acceptance of any Security bearing a private
placement legend, each Holder of such Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement
Legend and agrees that it will transfer such Note only as provided in this
Indenture.

         The Registrar shall retain for a period of two years copies of all
letters, notices and other written communications received pursuant to this
section and the previous section. The Company shall have the right to inspect
and make copies of all such letters, notices or other written communications at
any reasonable time upon the giving of reasonable notice to the Registrar.

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