<PAGE>
                                                                     EXHIBIT 4.5

                            LUCENT TECHNOLOGIES INC.

                                     ISSUER

                                       AND

                              THE BANK OF NEW YORK

                                     TRUSTEE

                                    INDENTURE

                            DATED AS OF _______, ____

                                   $_________
<PAGE>
                              CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
TRUST INDENTURE                                                                                        INDENTURE
    ACT SECTION                                                                                          SECTION
    -----------                                                                                          -------
<S>                                                                                                 <C>
310      (a)(1)..............................................................................            7.10
         (a)(2)..............................................................................            7.10
         (a)(3)..............................................................................            N.A.
         (a)(4)..............................................................................            N.A.
         (a)(5)..............................................................................            7.10
         (b).................................................................................            7.10
         (c).................................................................................            N.A.
311      (a).................................................................................            7.11
         (b).................................................................................            7.11
         (c).................................................................................            N.A.
312      (a).................................................................................            2.06
         (b).................................................................................            10.03
         (c).................................................................................            10.03
313      (a).................................................................................            7.06
         (b)(1)..............................................................................            N.A.
         (b)(2)..............................................................................            7.06
         (c).................................................................................         7.06;10.02
         (d).................................................................................            7.06
314      (a).................................................................................       4.02;4.03;10.02
         (b).................................................................................            N.A.
         (c)(1)..............................................................................            10.04
         (c)(2)..............................................................................            10.04
         (c)(3)..............................................................................            N.A.
         (d).................................................................................            N.A.
         (e).................................................................................            10.05
         (f).................................................................................            N.A.
315      (a).................................................................................            7.01
         (b).................................................................................         7.05;10.02
         (c).................................................................................            7.01
         (d).................................................................................            7.01
         (e).................................................................................            6.11
316      (a) (last sentence).................................................................            2.10
         (a)(1)(A)...........................................................................            6.05
         (a)(1)(B)...........................................................................            6.04
         (a)(2)..............................................................................            N.A.
         (b).................................................................................            6.07
         (c).................................................................................            2.13
317      (a)(1)..............................................................................            6.08
         (a)(2)..............................................................................            6.09
         (b).................................................................................            2.05
318      (a).................................................................................            10.01
         (b).................................................................................            N.A.
         (c).................................................................................            10.01
</TABLE>
N.A. means not applicable.
* This Cross Reference Table is not part of the Indenture.
<PAGE>
                                TABLE OF CONTENTS

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

<TABLE>
<S>             <C>                                                                                                <C>
SECTION 1.01.   Definitions.....................................................................................     1
SECTION 1.02.   Other Definitions...............................................................................     5
SECTION 1.03.   Incorporation by Reference of Trust Indenture Act...............................................     5
SECTION 1.04.   Rules of Construction...........................................................................     5


                                   ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01.   Issuable in Series..............................................................................     6
SECTION 2.02.   Establishment of Terms of Series of Securities..................................................     6
SECTION 2.03.   Execution and Authentication....................................................................     9
SECTION 2.04.   Registrar and Paying Agent......................................................................    10
SECTION 2.05.   Paying Agent to Hold Money in Trust.............................................................    10
SECTION 2.06.   Holder Lists....................................................................................    11
SECTION 2.07.   Transfer and Exchange...........................................................................    11
SECTION 2.08.   Mutilated, Destroyed, Lost and Stolen Securities................................................    11
SECTION 2.09.   Outstanding Securities..........................................................................    12
SECTION 2.10.   Treasury Securities.............................................................................    12
SECTION 2.11.   Temporary Securities............................................................................    13
SECTION 2.12.   Cancelation.....................................................................................    13
SECTION 2.13.   Defaulted Interest..............................................................................    13
SECTION 2.14.   Global Securities...............................................................................    13
SECTION 2.15.   CUSIP Numbers...................................................................................    16


                                  ARTICLE THREE

                            REDEMPTION AND PREPAYMENT

SECTION 3.01.   Notices to Trustee..............................................................................    16
SECTION 3.02.   Selection of Securities to Be Redeemed..........................................................    16
SECTION 3.03.   Notice of Redemption............................................................................    17
SECTION 3.04.   Effect of Notice of Redemption..................................................................    18
SECTION 3.05.   Deposit of Redemption Price.....................................................................    18
SECTION 3.06.   Securities Redeemed in Part.....................................................................    18
</TABLE>


                                       i
<PAGE>
                                  ARTICLE FOUR

                                    COVENANTS

<TABLE>
<S>             <C>                                                                                                 <C>
SECTION 4.01.   Payment of Securities...........................................................................    19
SECTION 4.02.   SEC Reports.....................................................................................    19
SECTION 4.03.   Compliance Certificate..........................................................................    19
SECTION 4.04.   Further Instruments and Acts....................................................................    19
SECTION 4.05.   Corporate Existence.............................................................................    19
SECTION 4.06.   Calculation of Original Issue Discount..........................................................    20


                                  ARTICLE FIVE

                               SUCCESSOR COMPANIES

SECTION 5.01.   Merger, Consolidation or Sale of Assets.........................................................    20


                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

SECTION 6.01.   Events of Default...............................................................................    21
SECTION 6.02.   Acceleration....................................................................................    23
SECTION 6.03.   Other Remedies..................................................................................    23
SECTION 6.04.   Waiver of Past Defaults.........................................................................    23
SECTION 6.05.   Control by Majority.............................................................................    24
SECTION 6.06.   Limitation on Suits.............................................................................    24
SECTION 6.07.   Rights of Holders to Receive Payment............................................................    24
SECTION 6.08.   Collection Suit by Trustee......................................................................    24
SECTION 6.09.   Trustee May File Proofs of Claim................................................................    25
SECTION 6.10.   Priorities......................................................................................    25
SECTION 6.11.   Undertaking for Costs...........................................................................    25
SECTION 6.12.   Waiver of Stay or Extension Laws................................................................    26


                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.   Duties of Trustee...............................................................................    26
SECTION 7.02.   Rights of Trustee...............................................................................    27
SECTION 7.03.   Individual Rights of Trustee....................................................................    28
SECTION 7.04.   Trustee's Disclaimer............................................................................    28
SECTION 7.05.   Notice of Defaults..............................................................................    28
SECTION 7.06.   Reports by Trustee to Holder....................................................................    29
SECTION 7.07.   Compensation and Indemnity......................................................................    29
SECTION 7.08.   Replacement of Trustee..........................................................................    29
</TABLE>

                                       ii
<PAGE>
<TABLE>
<S>             <C>                                                                                                 <C>
SECTION 7.09.   Successor Trustee by Merger.....................................................................    30
SECTION 7.10.   Eligibility; Disqualification...................................................................    31
SECTION 7.11.   Preferential Collection of Claims Against Company...............................................    31


                                  ARTICLE EIGHT

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.   Option to Effect Legal Defeasance or Covenant Defeasance........................................    31
SECTION 8.02.   Legal Defeasance and Discharge..................................................................    31
SECTION 8.03.   Covenant Defeasance.............................................................................    32
SECTION 8.04.   Conditions to Legal or Covenant Defeasance......................................................    32
SECTION 8.05.   Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions...    33
SECTION 8.06.   Repayment to Company............................................................................    34
SECTION 8.07.   Reinstatement...................................................................................    34


                                  ARTICLE NINE

                                   AMENDMENTS

SECTION 9.01.   Without Consent of Holders......................................................................    35
SECTION 9.02.   With Consent of Holders.........................................................................    36
SECTION 9.03.   Compliance with Trust Indenture Act.............................................................    37
SECTION 9.04.   Revocation and Effect of Consents and Waivers...................................................    37
SECTION 9.05.   Notation on or Exchange of Securities...........................................................    38
SECTION 9.06.   Trustee To Sign Amendments......................................................................    38
SECTION 9.07.   Payment for Consent.............................................................................    38


                                   ARTICLE TEN

                                  MISCELLANEOUS

SECTION 10.01.   Trust Indenture Act Controls...................................................................    38
SECTION 10.02.   Notices........................................................................................    38
SECTION 10.03.   Communication by Holders with Other Holders....................................................    39
SECTION 10.04.   Certificate and Opinion as to Conditions Precedent.............................................    39
SECTION 10.05.   Statements Required in Certificate or Opinion..................................................    39
SECTION 10.06.   When Securities Disregarded....................................................................    40
SECTION 10.07.   Rules by Trustee, Paying Agent and Registrar...................................................    40
SECTION 10.08.   Legal Holidays.................................................................................    40
SECTION 10.09.   Governing Law..................................................................................    40
SECTION 10.10.   No Recourse Against Others.....................................................................    40
SECTION 10.11.   Successors.....................................................................................    40
SECTION 10.12.   Multiple Originals.............................................................................    41
SECTION 10.13.   Table of Contents; Headings....................................................................    41
</TABLE>

                                      iii
<PAGE>
<TABLE>
<S>              <C>                                                                                                <C>
SECTION 10.14.   Severability...................................................................................    41
</TABLE>

                                       iv
<PAGE>
                    INDENTURE dated as of ____________, ____,
                   between LUCENT TECHNOLOGIES INC, a Delaware
                corporation (the "Company"), and THE BANK OF NEW
              YORK, a New York banking corporation, as trustee (the
                                   "Trustee").

                  The Company and the Trustee agree as follows for the benefit
of each other and for the equal and ratable benefit of the Holders of the
Securities issued under this Indenture (the "Securities"):

                                  ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  SECTION 1.01. Definitions. Certain terms used herein and not
defined herein shall have the meanings assigned to them in a Board Resolution,
an Officer's Certificate or a supplemental indenture. The following terms shall
have the following meanings:

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), when used with respect to any
Person, shall mean the power to direct or cause the direction of the management
or policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by agreement or otherwise.

                  "Agent" means any Registrar, Paying Agent or co-registrar.

                  "Bankruptcy Law" means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors.

                  "Board of Directors" means the Board of Directors of the
Company, or any authorized committee of the Board of Directors.

                  "Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been adopted by
the Board of Directors or pursuant to authorization by the Board of Directors
and to be in full force and effect on the date of the certificate and delivered
to the Trustee.

                  "Business Day" means any day other than a Legal Holiday.

                  "Capital Stock" of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such Person,
including any preferred stock, but excluding any debt securities convertible
into such equity.

                  "Clearstream" means Clearstream Banking, societe anonyme.
<PAGE>
                  "Company" means Lucent Technologies Inc., and any and all
successors thereto.

                  "Company Order" means a written order signed in the name of
the Company by two Officers, one of whom must be the Company's principal
executive officer, principal financial officer or principal accounting officer.

                  "Corporate Trust Office of the Trustee" shall be at the
address of the Trustee specified in Section 10.02 hereof or such other address
as to which the Trustee may give notice to the Company.

                  "Custodian" means the Trustee, as Custodian with respect to
the Securities in global form, or any successor entity thereto.

                  "Default" means any event that is, or after notice or passage
of time or both would be, an Event of Default.

                  "Definitive Security" means a certificated Security registered
in the name of the Holder thereof and issued in accordance with Section 2.07
hereof

                  "Depositary" means, with respect to the Securities issuable or
issued in whole or in part in global form, the Person specified in Section 2.14
hereof as the Depositary with respect to the Securities, and any and all
successors thereto appointed as depositary hereunder and having become such
pursuant to the applicable provision of this Indenture.

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

                  "Euroclear" means the Euroclear System.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Foreign Currency" means any currency or currency unit issued
by a government other than the government of The United States of America.

                  "GAAP" means generally accepted accounting principles in the
United States of America as in effect from time to time, including those
principles set forth in (i) the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants, (ii)
statements and pronouncements of the Financial Accounting Standards Board, (iii)
such other statements by such other entity as approved by a significant segment
of the accounting profession and (iv) the rules and regulations of the SEC
governing the inclusion of financial statements (including pro forma financial
statements) in periodic reports required to be filed pursuant to Section 13 of
the Exchange Act, including opinions and pronouncements in staff accounting
bulletins and similar written statements from the accounting staff of the SEC
which are in effect on the date hereof.

                  "Global Security" when used with respect to any Series of
Securities issued hereunder, means a Security which is executed by the Company
and authenticated and delivered by the Trustee to the Depositary or pursuant to
the Depositary's instruction, all in accordance

                                       2
<PAGE>
with this Indenture and an indenture supplemental hereto, if any, or Board
Resolution and pursuant to a Company Order, which shall be registered in the
name of the Depositary or its nominee and which shall represent, and shall be
denominated in an amount equal to the aggregate principal amount of, all the
outstanding Securities of such Series or any portion thereof, in either case
having the same terms, including, without limitation, the same original issue
date, date or dates on which principal is due, and interest rate or method of
determining interest and which shall bear the legend as prescribed by Section
2.14(c).

                  "Global Security Legend" means the legend set forth in Section
2.14(c), which is required to be placed on all Global Securities issued under
this Indenture.

                  "Government Securities" means direct obligations of, or
obligations guaranteed by, the United States of America, and the payment for
which the United States pledges its full faith and credit.

                  "Holder" means a Person in whose name a Security is registered
on the Registrar's books.

                  "Indebtedness" has the meaning specified in the applicable
Board Resolution, supplemental indenture or Officers' Certificate relating to a
particular Series of Securities.

                  "Indenture" means this Indenture, as amended or supplemented
from time to time.

                  "Interest Payment Date" when used with respect to any Series
of Securities, means the date specified in such Securities for the payment of
any installment of interest on those Securities.

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

                  "Offering" means the offering of the Securities by the
Company.

                  "Officer" means, with respect to any Person, the Chairman of
the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,
the Controller, the Secretary or any Vice-President of such Person

                  "Officers' Certificate" means a certificate signed on behalf
of the Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 10.04 hereof.

                  "Opinion of Counsel" means an opinion from legal counsel, that
meets the requirements of Section 10.04 hereof. The counsel may be an employee
of or counsel to the Company, any Subsidiary of the Company or the Trustee.

                                       3
<PAGE>
                  "Original Issue Discount Security" means any Security that
provides for an amount less than the stated principal amount thereof to be due
and payable upon declaration of acceleration of the maturity thereof pursuant to
Section 6.02.

                  "Participant" means, with respect to the Depositary, Euroclear
or Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to the Depository Trust Company,
shall include Euroclear and Clearstream).

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

                  "Responsible Officer" with respect to the Trustee, means any
Vice President, Assistant Vice President, Assistant Treasurer or any other
officer of the Trustee assigned by the Trustee to administer its corporate trust
matters and who customarily performs functions similar to those performed by
such Persons who at the time shall be such officers, respectively, or to whom
any corporate trust matter is referred because of such Person's knowledge of and
familiarity with the particular subject and who shall have direct responsibility
for administration of this Indenture.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities" has the meaning assigned to it in the preamble to
this Indenture.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Series" or "Series of Securities" means each series of
debentures, notes or other debt instruments of the Company created pursuant to
Sections 2.01.and 2.02 hereof.

                  "Significant Subsidiary" has the meaning specified in the
applicable Board Resolution, supplemental indenture or Officers' Certificate
relating to a particular Series of Securities.

                  "Stated Maturity," when used with respect to any Security,
means the date specified in such Security as the fixed date on which an amount
equal to the principal amount of such Security is due and payable.

                  "Subsidiary" of any Person means any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by (i) such Person, (ii) such
Person and one or more Subsidiaries of such Person or (iii) one or more
Subsidiaries of such Person.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) and the rules and regulations thereunder as in effect on the date
on which this Indenture is qualified under the TIA.

                                       4
<PAGE>
                  "Trustee" means the party named as such above until a
successor replaces it in accordance with the applicable provisions of this
Indenture and thereafter means the successor serving hereunder.

                  "U.S. Person" means a U.S. person as defined in Rule 902(k)
under the Securities Act.

                  SECTION 1.02. Other Definitions.

<TABLE>
<CAPTION>
                  Term                                                   Defined in Section
                  ----                                                   ------------------
<S>               <C>                                                    <C>
                  "Covenant Defeasance"                                  8.03
                  "Event of Default"                                     6.01
                  "Legal Defeasance"                                     8.02
                  "Legal Holiday"                                        10.08
                  "Paying Agent"                                         2.04
                  "Payment Default"                                      6.01
                  "Registrar"                                            2.04
                  "Service Agent"                                        2.04
</TABLE>


                  SECTION 1.03. Incorporation by Reference of Trust Indenture
Act. This Indenture is subject to the mandatory provisions of the TIA, which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

                  "indenture securities" means the Securities;

                  "indenture security Holder" means a Holder of a Security;

                  "indenture to be qualified" means this Indenture;

                  "indenture trustee" or "institutional trustee" means the
Trustee; and

                  "obligor" on the Securities means the Company and any
successor obligor upon the Securities.

                  All other terms used in this Indenture that are defined by the
TIA, defined by the TIA's reference to another statute or defined by SEC rule
under the TIA have the meanings so assigned to them.

                  SECTION 1.04. Rules of Construction Unless the context
otherwise requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;

                                       5
<PAGE>
                  (3) "or" is not exclusive;

                  (4) words in the singular include the plural, and in the
plural include the singular;

                  (5) provisions apply to successive events and transactions;
and

                  (6) references to sections of or rules under the Securities
Act shall be deemed to include substitute, replacement or successor sections or
rules adopted by the SEC from time to time.

                                  ARTICLE TWO

                                 THE SECURITIES

                  SECTION 2.01. Issuable in Series. The aggregate principal
amount of Securities that may be authenticated and delivered under this
Indenture is unlimited. The Securities may be issued in one or more Series. All
Securities of a Series shall be identical except as may be set forth in a Board
Resolution, a supplemental indenture or an Officers' Certificate detailing the
adoption of the terms thereof pursuant to the authority granted under a Board
Resolution. In the case of Securities of a Series to be issued from time to
time, the Board Resolution, Officers' Certificate or supplemental indenture may
provide for the method by which specified terms (such as interest rate, maturity
date, record date or date from which interest shall accrue) are to be
determined. Securities may differ between Series in respect of any matters.

                  SECTION 2.02. Establishment of Terms of Series of Securities.
At or prior to the issuance of any Securities within a Series, the following
shall be established (as to the Series generally, in the case of Subsection
2.02(a) and either as to such Securities within the Series or as to the Series
generally in the case of Subsections 2.02(b) through 2.02(x)) by a Board
Resolution, a supplemental indenture or an Officers' Certificate pursuant to
authority granted under a Board Resolution:

                  (a) the title of the Securities of the Series (which shall
         distinguish the Securities of that particular Series from the
         Securities of any other Series);

                  (b) 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 the Series);

                  (c) the date or dates on which the principal and premium of
         the Securities of the Series are payable;

                  (d) the rate or rates (which may be fixed or variable) at
         which the Securities of the Series shall bear interest, if any, or the
         method of determining such rate or rates, the date or dates from which
         such interest, if any, shall accrue, the Interest Payment Dates on
         which such interest, if any, shall be payable or the method by which
         such dates will be

                                       6
<PAGE>
         determined, the record dates, for the determination of Holders thereof
         to whom such interest is payable (in the case of Securities in
         registered form), and the basis upon which such interest will be
         calculated if other than that of a 360-day year of twelve 30-day
         months;

                  (e) the currency or currencies, including composite currencies
         in which Securities of the Series shall be denominated, if other than
         Dollars, the place or places, if any, in addition to or instead of the
         Corporate Trust Office of the Trustee (in the case of Securities in
         registered form) or the principal New York office of the Trustee (in
         the case of Securities in bearer form), where the principal, premium
         and interest with respect to Securities of such Series shall be payable
         or the method of such payment, if by wire transfer, mail or other
         means;

                  (f) the price or prices at which, the period or periods within
         which, and the terms and conditions upon which, Securities of the
         Series may be redeemed, in whole or in part at the option of the
         Company or otherwise;

                  (g) whether Securities of the Series are to be issued in
         registered form or bearer form or both and, if Securities are to be
         issued in bearer form, whether coupons will be attached to them,
         whether Securities of the Series in bearer form may be exchanged for
         Securities of the Series issued in registered form, and the
         circumstances under which and the places at which any such exchanges,
         if permitted, may be made;

                  (h) if any Securities of the Series are to be issued in bearer
         form or as one or more Global Securities representing individual
         Securities of the Series in bearer form, whether certain provisions for
         the payment of additional interest or tax redemptions shall apply;
         whether interest with respect to any portion of a temporary Security of
         the Series in bearer form payable with respect to any Interest Payment
         Date prior to the exchange of such temporary Security in bearer form
         for definitive Securities of the Series in bearer form shall be paid to
         any clearing organization with respect to the portion of such temporary
         Security in bearer form held for its account and, in such event, the
         terms and conditions (including any certification requirements) upon
         which any such interest payment received by a clearing organization
         will be credited to the Persons entitled to interest payable on such
         Interest Payment Date; and the terms upon which a temporary Security in
         bearer form may be exchanged for one or more definitive Securities of
         the Series in bearer form;

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

                  (j) the terms, if any, upon which the Securities of the Series
         may be convertible into or exchanged for any of the Company's common
         stock, preferred stock, other debt securities or warrants for common
         stock, preferred stock or other securities of any kind and the terms
         and conditions upon which such conversion or exchange shall be
         effected,

                                       7
<PAGE>
         including the initial conversion or exchange price or rate, the
         conversion or exchange period and any other additional provisions;

                  (k) if other than denominations of $1,000 and any integral
         multiple thereof, the denominations in which the Securities of the
         Series shall be issuable;

                  (l) if the amount of principal, premium or interest with
         respect to the Securities of the Series may be determined with
         reference to an index or pursuant to a formula, the manner in which
         such amounts will be determined;

                  (m) if the principal amount payable at the Stated Maturity of
         Securities of the Series will not be determinable as of any one or more
         dates prior to such Stated Maturity, the amount that will be deemed to
         be such principal amount as of any such date for any purpose, including
         the principal amount thereof which will be due and payable upon any
         Maturity other than the Stated Maturity and which will be deemed to be
         outstanding as of any such date (or, in any such case, the manner in
         which such deemed principal amount is to be determined), and if
         necessary, the manner of determining the equivalent thereof in Dollars;

                  (n) any changes or additions to Article Eight;

                  (o) if other than the principal amount thereof, the portion of
         the principal amount of the Securities of the Series that shall be
         payable upon declaration of acceleration of the maturity thereof
         pursuant to Section 6.02;

                  (p) the terms, if any, of the transfer, mortgage, pledge or
         assignment as security for the Securities of the Series of any
         properties, assets, moneys, proceeds, securities or other collateral,
         including whether certain provisions of the TIA are applicable and any
         corresponding changes to provisions of this Indenture as then in
         effect;

                  (q) any addition to or change in the Events of Default which
         applies to any Securities of the Series and any change in the right of
         the Trustee or the requisite Holders of such Series of Securities to
         declare the principal amount of, premium, if any, and interest on such
         Series of Securities due and payable pursuant to Section 6.02;

                  (r) if the Securities of the Series shall be issued in whole
         or in part in the form of a Global Security, the terms and conditions,
         if any, upon which such Global Security may be exchanged in whole or in
         part for other individual Definitive Securities of such Series, the
         Depositary for such Global Security and the form of any legend or
         legends to be borne by any such Global Security in addition to or in
         lieu of the Global Securities Legend;

                  (s) any Trustee, authenticating agent, Paying Agent, transfer
         agent, Service Agent or Registrar;

                  (t) the applicability of, and any addition to or change in,
         the covenants (and the related definitions) set forth in Articles Four
         or Five which applies to Securities of the Series;

                                       8
<PAGE>
                  (u) the subordination, if any, of the Securities of the Series
         pursuant to this Indenture;

                  (v) with regard to Securities of the Series that do not bear
         interest, the dates for certain required reports to the Trustee;

                  (w) any United States Federal income tax consequences
         applicable to the Securities;

                  (x) the terms applicable to Original Issue Discount
         Securities, including the rate or rates at which original issue
         discount will accrue;

                  (y) any other terms of Securities of the Series (which terms
         shall not be prohibited by the provisions of this Indenture).

                  All Securities of any one Series need not be issued at the
same time and may be issued from time to time, consistent with the terms of this
Indenture, if so provided by or pursuant to the Board Resolution, supplemental
indenture or Officers' Certificate referred to above, and the authorized
principal amount of any Series may not be increased to provide for issuances of
additional Securities of such Series, unless otherwise provided in such Board
Resolution, supplemental indenture or Officers' Certificate.

                  SECTION 2.03. Execution and Authentication. One or more
Officers shall sign the Securities for the Company by manual or facsimile
signature. If an Officer whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security shall
nevertheless be valid. A Security shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent. The signature shall
be conclusive evidence that the Security has been authenticated under this
Indenture.

                  The Trustee shall at any time, and from time to time,
authenticate Securities for original issue in the principal amount provided in
the Board Resolution, supplemental indenture hereto or Officers' Certificate,
upon receipt by the Trustee of a Company Order. Such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate.

                  The aggregate principal amount of Securities of any Series
outstanding at any time may not exceed any limit upon the maximum principal
amount for such Series set forth in the Board Resolution, supplemental indenture
hereto or Officers' Certificate delivered pursuant to Section 2.02, except as
provided in Section 2.08.

                  Prior to the issuance of Securities of any Series, the Trustee
shall have received and (subject to Section 7.02) shall be fully protected in
relying on: (a) the Board Resolution, supplemental indenture hereto or Officers'
Certificate establishing the form of the Securities of that Series or of
Securities within that Series and the terms of the Securities of that Series or
of Securities within that Series, (b) an Officers' Certificate complying with
Section 10.04, and (c) an Opinion of Counsel complying with Section 10.04.

                                       9
<PAGE>
                  The Trustee shall have the right to decline to authenticate
and deliver any Securities of such Series: (a) if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken; or (b) if the
Trustee in good faith by its board of directors or trustees, executive committee
or a trust committee of directors and/or vice-presidents shall determine that
such action would expose the Trustee to personal liability to Holders of any
then outstanding Series of Securities.

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate.

                  SECTION 2.04. Registrar and Paying Agent. The Company shall
maintain, with respect to each Series of Securities, at the place or places
specified with respect to such Series pursuant to Section 2.02, an office or
agency where Securities of such Series may be presented or surrendered for
payment ("Paying Agent"), where Securities of such Series may be presented for
registration of transfer or exchange ("Registrar") and where notices and demands
to or upon the Company in respect of the Securities of such Series and this
Indenture may be served ("Service Agent"). The Registrar shall keep a register
with respect to each Series of Securities and to their transfer and exchange.
The Company will give prompt written notice to the Trustee of the name and
address, and any change in the name or address, of each Registrar, Paying Agent
or Service Agent. If at any time the Company shall fail to maintain any such
required Registrar, Paying Agent or Service Agent or shall fail to furnish the
Trustee with the name and address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

                  The Company may also from time to time designate one or more
co-registrars, additional paying agents or additional service agents and may
from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligations to maintain a Registrar, Paying Agent and Service Agent in each
place so specified pursuant to Section 2.02 for Securities of any Series for
such purposes. The Company will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the name or address of any
such co-registrar, additional paying agent or additional service agent. The term
"Registrar" includes any co-registrar; the term "Paying Agent" includes any
additional paying agent; and the term "Service Agent" includes any additional
service agent.

                  The Company hereby appoints the Trustee as the initial
Registrar, Paying Agent and Service Agent for each Series unless another
Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior
to the time Securities of that Series are first issued.

                  SECTION 2.05. Paying Agent to Hold Money in Trust. The Company
shall require each Paying Agent, other than the Trustee, to agree in writing
that the Paying Agent will hold in trust, for the benefit of Holders of any
Series of Securities, or the Trustee, all money held by the Paying Agent for the
payment of principal of or interest on the Series of Securities, and

                                       10
<PAGE>
will notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of Holders of any Series of Securities all money held by it
as Paying Agent.

                  SECTION 2.06. Holder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Holders of each Series of Securities and shall
otherwise comply with TIA ss. 312(a). If the Trustee is not the Registrar, the
Company shall furnish to the Trustee at least ten days before each Interest
Payment Date and at such other times as the Trustee may request in writing a
list, in such form and as of such date as the Trustee may reasonably require, of
the names and addresses of Holders of each Series of Securities.

                  SECTION 2.07. Transfer and Exchange. When Securities of a
Series are presented to the Registrar or a co-registrar with a request to
register a transfer or to exchange them for an equal principal amount of
Securities of the same Series, the Registrar shall register the transfer or make
the exchange if its requirements for such transactions are met. To permit
registrations of transfers and exchanges, the Trustee shall authenticate
Securities at the Registrar's request. No service charge shall be made for any
registration of transfer or exchange (except as otherwise expressly permitted
herein), but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer tax or similar governmental charge payable upon
exchanges pursuant to Sections 2.11, 3.06 or 9.05).

                  Neither the Company nor the Registrar shall be required (a) to
issue, register the transfer of, or exchange Securities of any Series for the
period beginning at the opening of business fifteen days immediately preceding
the mailing of a notice of redemption of Securities of that Series selected for
redemption and ending at the close of business on the day of such mailing, or
(b) to register the transfer or exchange of Securities of any Series selected,
called or being called for redemption as a whole or the portion being redeemed
of any such Securities selected, called or being called for redemption in part.

                  SECTION 2.08. Mutilated, Destroyed, Lost and Stolen
Securities. If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same Series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding. If there shall be
delivered to the Company and the Trustee (i) evidence to their satisfaction of
the destruction, loss or theft of any Security and (ii) such security or
indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and upon its request the Trustee shall authenticate and
make available for delivery, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same Series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

                                       11
<PAGE>
                  In case any such mutilated, destroyed, lost or stolen Security
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

                  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 issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that Series 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.

                  SECTION 2.09. Outstanding Securities. The Securities
outstanding at any time are all the Securities authenticated by the Trustee
except for those canceled by it, those delivered to it for cancellation, those
reductions in the interest on a Global Security effected by the Trustee in
accordance with the provisions hereof and those described in this Section as not
outstanding.

                  If a Security is replaced pursuant to Section 2.08, it ceases
to be outstanding until the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

                  If the Paying Agent (other than the Company, a Subsidiary or
an Affiliate of any thereof) holds on the Maturity of Securities of a Series
money sufficient to pay such Securities payable on that date, then on and after
that date such Securities of the Series cease to be outstanding and interest on
them ceases to accrue.

                  A Security does not cease to be outstanding because the
Company or an Affiliate holds the Security.

                  In determining whether the Holders of the requisite principal
amount of outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of an
Original Issue Discount Security that shall be deemed to be outstanding for such
purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration
of the Maturity thereof pursuant to Section 6.02.

                  SECTION 2.10. Treasury Securities. In determining whether the
Holders of the required principal amount of Securities of a Series have
concurred in any request, demand, authorization, direction, notice, consent or
waiver, Securities of a Series owned by the Company or an Affiliate shall be
disregarded, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such request, demand, authorization,
direction,

                                       12
<PAGE>
notice, consent or waiver only Securities of a Series that a Responsible Officer
of the Trustee actually knows are so owned shall be so disregarded.

                  SECTION 2.11. Temporary Securities Until Definitive Securities
are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Securities upon a Company Order. Temporary Securities
shall be substantially in the form of Definitive Securities but may have
variations that the Company considers appropriate for temporary Securities.
Without unreasonable delay, the Company shall prepare and the Trustee upon
request shall authenticate Definitive Securities of the same Series and date of
maturity in exchange for temporary Securities. Until so exchanged, temporary
Securities shall have the same rights under this Indenture as the Definitive
Securities.

                  SECTION 2.12. Cancelation. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee shall cancel all Securities
surrendered for transfer, exchange, payment, replacement or cancellation and
shall dispose of such canceled Securities according to its normal operating
procedures (subject to the record retention requirement of the Exchange Act) and
deliver a certificate of such destruction to the Company, unless the Company
otherwise directs. The Company may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for cancelation.

                  SECTION 2.13. Defaulted Interest. If the Company defaults in a
payment of interest on a Series of Securities, it shall pay the defaulted
interest, plus, to the extent permitted by law, any interest payable on the
defaulted interest, to the persons who are Holders of the Series on a subsequent
special record date. The Company shall fix the record date and payment date. At
least 30.days before the record date, the Company shall mail to the Trustee and
to each Holder of the Series a notice that states the record date, the payment
date and the amount of interest to be paid. The Company may pay defaulted
interest in any other lawful manner.

                  SECTION 2.14. Global Securities. (a) Terms of Securities. A
Board Resolution, a supplemental indenture hereto or an Officers' Certificate
shall establish whether the Securities of a Series shall be issued in whole or
in part in the form of one or more Global Securities and the Depositary for such
Global Security or Securities.

                  (b) Transfer and Exchange. Notwithstanding any provisions to
the contrary contained in Section 2.07 of the Indenture and in addition thereto,
any Global Security shall be exchangeable pursuant to Section 2.07 of the
Indenture for Securities registered in the names of Holders other than the
Depositary for such Security or its nominee only if (i) such Depositary notifies
the Company that it is unwilling or unable to continue as Depositary for such
Global Security or if at any time such Depositary ceases to be a clearing agency
registered under the Exchange Act, and, in either case, the Company fails to
appoint a successor Depositary within 90 days of such event, (ii) the Company
executes and delivers to the Trustee an Officers' Certificate to the effect that
such Global Security shall be so exchangeable or (iii) an Event of Default with
respect to the Securities represented by such Global Security shall have
happened and be continuing. Any Global Security that is exchangeable pursuant to
the preceding sentence shall be exchangeable for Securities registered in such
names as the Depositary shall direct in writing in

                                       13
<PAGE>
an aggregate principal amount equal to the principal amount of the Global
Security with like tenor and terms.

                  Except as provided in this Section 2.14(b) a Global Security
may not be transferred except as a whole by the Depositary with respect to such
Global Security to a nominee of such Depositary, by a nominee of such Depositary
to such Depositary or another nominee of such Depositary or by the Depositary or
any such nominee to a successor Depositary or a nominee of such a successor
Depositary.

                  (c) Legend. Any Global Security issued hereunder shall bear a
legend.in substantially the following form:

                  "THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN
THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT
OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL SECURITY
MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE
INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL
SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF FLOWSERVE CORPORATION".

                  (d) Acts of Holders.     (i) Any request, demand,
         authorization, direction, notice, consent, waiver or other action
         provided by this Indenture to be given or taken by Holders may be
         embodied in and evidenced by one or more instruments of substantially
         similar tenor signed by such Holders in person or by an agent duly
         appointed in writing; and, except as herein otherwise expressly
         provided, such action shall become effective when such instrument or
         instruments are delivered to the Trustee and, 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 Holders signing such instrument or
         instruments. Proof of execution of any such instrument or of a writing
         appointing any such agent shall be sufficient for any purpose of this
         Indenture and 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 a certificate of a notary public or other
         officer authorized by law to take acknowledgments of deeds, certifying
         that the individual signing such instrument or writing acknowledged to
         such officer the execution thereof. Where such execution is by a signer
         acting in a capacity other than such signer's individual capacity, such
         certificate or affidavit shall also constitute sufficient proof of such
         signer's authority. The fact and date of the execution of any such
         instrument or writing, or the authority of the Person

                                       14
<PAGE>
         executing the same, may also be proved in any other manner which the
         Trustee deems sufficient.

                  (iii) The ownership of bearer securities may be proved by the
         production of such bearer securities or by a certificate executed by
         any trust company, bank, banker or other depositary, wherever situated,
         if such certificate shall be deemed by the Trustee to be satisfactory,
         showing that at the date therein mentioned such Person had on deposit
         with such depositary, or exhibited to it, the bearer securities therein
         described; or such facts may be proved by the certificate or affidavit
         of the Person holding such bearer securities, if such certificate or
         affidavit is deemed by the Trustee to be satisfactory. The Trustee and
         the Company may assume that such ownership of any bearer security
         continues until (i) another such certificate or affidavit bearing a
         later date issued in respect of the same bearer security is produced,
         (ii) such bearer security is produced to the Trustee by some other
         Person, (iii) such bearer security is surrendered in exchange for a
         registered security or (iv) such bearer security is no longer
         outstanding. The ownership of bearer securities may also be proved in
         any other manner which the Trustee deems sufficient.

                  (iv) The ownership of registered securities shall be proved by
         the register maintained by the Registrar.

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

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

                  (e) Payments. Notwithstanding the other provisions of this
Indenture, unless otherwise specified as contemplated by Section 2.02, payment
of the principal of and interest, if any, on any Global Security shall be made
to the Holder thereof.

                                       15
<PAGE>
                  (f) Consents, Declaration and Directions. Except as provided
in Section 2.14(e), the Company, the Trustee and any Agent shall treat a person
as the Holder of such principal amount of outstanding Securities of such Series
represented by a Global Security as shall be specified in a written statement of
the Depositary with respect to such Global Security, for purposes of obtaining
any consents, declarations, waivers or directions required to be given by the
Holders pursuant to this Indenture.

                  SECTION 2.15. CUSIP Numbers. 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 elements of identification printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Company shall promptly notify the Trustee of any change in CUSIP Numbers.

                                 ARTICLE THREE

                            REDEMPTION AND PREPAYMENT

                  SECTION 3.01. Notices to Trustee. The Company may, with
respect to any Series of Securities, reserve the right to redeem and pay the
Series of Securities or may covenant to redeem and pay the Series of Securities
or any part thereof prior to the Stated Maturity thereof at such time and on
such terms as provided for in such Series of Securities. If a Series of
Securities is redeemable and the Company wants or is obligated to redeem prior
to the Stated Maturity thereof all or part of the Series of Securities pursuant
to the terms of such Securities, it shall notify the Trustee of the redemption
date and the principal amount of Securities of the Series to be redeemed and the
redemption price. The Company shall give such notice to the Trustee at least 30
but no more that 60 days before the redemption date (or such shorter notice as
may be acceptable to the Trustee).

                  SECTION 3.02. Selection of Securities to Be Redeemed. Unless
otherwise indicated for a particular Series by a Board Resolution, a
supplemental indenture or an Officer's Certificate, if less than all of the
Securities are to be redeemed or purchased in an offer to purchase at any time,
the Trustee shall select the Securities to be redeemed or purchased as follows:

                  (1) if the Securities are listed on any national securities
exchange, in compliance with the requirements of the principal national
securities exchange, if any, on which the Securities are listed; or

                  (2) if the Securities are not listed on any national
         securities exchange, on a pro rata basis, by lot or by such other
         method as the Trustee shall deem fair and appropriate.

                  No Securities of $1,000 of principal amount or less will be
redeemed in part. Except as provided in the preceding sentence, provisions of
this Indenture that apply to

                                       16
<PAGE>
Securities called for redemption also apply to portions of Securities called for
redemption. The Trustee shall make the selection at least 25 days but not more
than 60 days before the redemption date from outstanding Securities of a Series
not previously called for redemption.

                  If any Security is to be redeemed in part only, the notice of
redemption that relates to such Security shall state the portion of the
principal amount of that Security to be redeemed. A new Security in principal
amount equal to the unredeemed portion of the original Security presented for
redemption will be issued in the name of the Holder thereof upon cancellation of
the original Security. Securities called for redemption become due on the date
fixed for redemption. On and after the redemption date, interest ceases to
accrue or accrete on Securities or portions of them called for redemption.

                  SECTION 3.03. Notice of Redemption. Unless otherwise provided
for a particular Series of Securities by a Board Resolution, a supplemental
indenture or an Officers' Certificate, at least 30 days but not more than 60
days before a redemption date, the Company shall mail or cause to be mailed, by
first class mail, a notice of redemption to each Holder whose Securities are to
be redeemed at its registered address.

                  The notice shall identify the Securities to be redeemed and
         shall state:

                  (1) the redemption date;

                  (2) the redemption price;

                  (3) if any Security is being redeemed in part, the portion of
         the principal amount of such Security to be redeemed and that, after
         the redemption date upon surrender of such Security, a new Security or
         Securities in principal amount equal to the unredeemed portion shall be
         issued upon cancellation of the original Security;

                  (4) the name and address of the Paying Agent;

                  (5) that Securities called for redemption must be surrendered
         to the Paying Agent to collect the redemption price;

                  (6) that, unless the Company defaults in making such
         redemption payment or the Paying Agent is prohibited from making such
         payment pursuant to the terms of this Indenture, interest on Securities
         (or portion thereof) called for redemption ceases to accrue on and
         after the redemption date;

                  (7) the paragraph of the Securities and/or provision of this
         Indenture or any supplemental indenture pursuant to which the
         Securities called for redemption are being redeemed; and

                  (8) the CUSIP or ISIN number, if any, printed on the
         Securities being redeemed;

                  (9) that no representation is made as to the correctness or
         accuracy of the CUSIP or ISIN number, if any, listed in such notice or
         printed on the Securities.

                                       17
<PAGE>
                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as required
by this Section.

                  SECTION 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed in accordance with Section 3.03 hereof, Securities called
for redemption become irrevocably due and payable on the redemption date at the
redemption price. A notice of redemption may not be conditional.

                  Failure to give notice or any defect in the notice to any
Holder shall not affect the validity of the notice to any other Holder.

                  SECTION 3.05. Deposit of Redemption Price. Prior to 10:00 a.m.
(New York City time) on the redemption date, the Company shall deposit with the
Trustee or with the Paying Agent (or, if any Issuer or a Subsidiary of any of
the Issuers is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the redemption price of, and accrued interest on, all
Securities to be redeemed on that date, other than Securities or portions of
Securities called for redemption that have been delivered by the Issuers to the
Trustee for cancellation. The Trustee or the Paying Agent shall as promptly as
practicable return to the Company any money deposited with the Trustee or the
Paying Agent by the Company in excess of the amounts necessary to pay the
redemption price of, and accrued interest on, all Securities to be redeemed. If
such money is then held by the Issuers in trust and is not required for such
purpose it shall be discharged from such trust.

                  If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Securities or the portions of Securities called for redemption. If a
Security is redeemed on or after an interest record date but on or prior to the
related interest payment date, then any accrued and unpaid interest shall be
paid to the Person in whose name such Security was registered at the close of
business on such record date. If any Security called for redemption shall not be
so paid upon surrender for redemption because of the failure of the Company to
comply with the preceding paragraph, interest shall be paid on the unpaid
principal, from the redemption date until such principal is paid, and, to the
extent lawful, on any interest not paid on such unpaid principal, in each case
at the rate provided in the Securities.

                  SECTION 3.06. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company shall execute and, upon the
Company's written request, the Trustee shall authenticate for the Holder (at the
Company's expense) a new Security equal in principal amount to the unredeemed
portion of the Security surrendered.

                                       18
<PAGE>
                                  ARTICLE FOUR

                                    COVENANTS

                  SECTION 4.01. Payment of Securities. The Company covenants and
agrees for the benefit of the Holders of each Series of Securities that it will
duly and punctually make all payments in respect of each Series of Securities on
the dates and in the manner provided in such series of Securities and this
Indenture. Such payments shall be considered made on the date due if on such
date the Trustee or the Paying Agent holds, in accordance with this Indenture,
money sufficient to make all payments with respect to such Securities then due
and the Trustee or the Paying Agent, as the case may be, is not prohibited from
paying such money to the Holders on that date pursuant to the terms of this
Indenture.

                  SECTION 4.02. SEC Reports. Unless otherwise indicated in a
Board Resolution, a supplemental indenture hereto or an Officer's Certificate,
notwithstanding that the Company may not be subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, so long as any
Securities are outstanding, the Company shall furnish to the Holders copies of
its annual report and the information, documents and other reports that are
specified in Sections 13 and 15(d) of the Exchange Act as may be required by
rules and regulations prescribed from time to tome by the SEC. 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 the covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates). The Company also shall comply with the other provisions of TIA
ss. 314(a).

                  In addition, whether or not required by the rules and
regulations of the SEC, the Company shall file a copy of all such information
and reports with the SEC for public availability within the time periods
specified in the SEC's rules and regulations (unless the SEC will not accept
such a filing) and make such information available to securities analysts and
prospective investors upon request. The Company shall at all times comply with
TIA ss. 314(a).

                  SECTION 4.03. Compliance Certificate. The Company shall
deliver to the Trustee within 120 days after the end of each fiscal year of the
Company an Officers' Certificate stating that in the course of the performance
by the signers of their duties as Officers of the Company they would normally
have knowledge of any Default and whether or not the signers know of any Default
that occurred during such period. If they do, the certificate shall describe the
Default, its status and what action the Issuers are taking or propose to take
with respect thereto. The Company also shall comply with TIA ss. 314(a)(4).

                  SECTION 4.04. Further Instruments and Acts. The Company shall
execute and deliver to the Trustee such further instruments and do such further
acts as may be reasonably necessary or proper to carry out more effectively the
purpose of this Indenture.

                  SECTION 4.05. Corporate Existence. Subject to Article 5
hereof, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect:

                                       19
<PAGE>
                  (1) its corporate existence, and the corporate, partnership or
         other existence of each of its Subsidiaries, in accordance with the
         respective organizational documents (as the same may be amended from
         time to time) of the Company or any such Subsidiary and

                  (2) the rights (charter and statutory), licenses and
         franchises of the Company and its Subsidiaries; provided, however, that
         the Company shall not be required to preserve any such right, license
         or franchise, or the corporate, partnership or other existence of any
         of its Subsidiaries, if the Board of Directors shall determine that the
         preservation thereof is no longer desirable in the conduct of the
         business of the Company and its Subsidiaries, taken as a whole, and
         that the loss thereof is not adverse in any material respect to the
         Holders of the Securities.

                  SECTION 4.06. Calculation of Original Issue Discount. 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 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.

                                  ARTICLE FIVE

                               Successor COMPANIES

                  SECTION 5.01. Merger, Consolidation or Sale of Assets. Unless
otherwise provided for a particular Series of Securities by a Board Resolution,
a supplemental indenture or an Officers' Certificate, the Company shall not
consolidate with or merge into or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its properties or assets in one
transaction or series of transactions, to another Person unless:

                  (a) the resulting, surviving or transferee Person (the
"Successor Company") shall be a corporation organized or existing under the laws
of the United States, any state thereof or the District of Columbia;

                  (b) the entity or Person formed by or surviving any such
consolidation or merger (if other than the Company) or the entity or Person to
which the sale, assignment, transfer, lease, conveyance or other disposition
shall have been made assumes all the Obligations (as defined in the Board
Resolution, a supplemental indenture hereto or an Officers' Certificate for a
particular Series) of the Company under the Securities and this Indenture
pursuant to a supplemental indenture in a form reasonably satisfactory to the
Trustee;

                  (c) immediately after giving effect such transaction no
Default shall have occurred and be continuing;

                  (d) immediately after giving effect to such transaction, the
Successor Company shall have Consolidated Net Worth (as defined in the Board
Resolution, supplemental indenture

                                       20
<PAGE>
hereto or an Officer's Certificate for a particular Series) in an amount that is
not less than the Consolidated Net Worth of the Company immediately prior to
such transaction; and

                  (e) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer comply with this Indenture.

                  The Successor Company shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
(as modified or supplemented by a Board Resolution, supplemental indenture
hereto or an Officers' Certificate), and the predecessor Company, except in the
case of a lease of all or substantially all of its assets, shall be released
from the obligation to pay the principal of and interest on the Securities.

                                  ARTICLE SIX

                              DEFAULTS AND REMEDIES

                  SECTION 6.01. Events of Default. Unless otherwise indicated
for a particular Series of Securities by a Board Resolution, a supplemental
indenture hereto, or an Officers' Certificate, each of the following constitutes
an "Event of Default" with respect to each Series of Securities:

                  (1) default for 30 days in the payment of interest when due on
         the Securities;

                  (2) default in the payment of the principal of or premium, if
         any, when due on the Securities;

                  (3) the Company fails to comply with the provisions described
         under Article 5 hereof;

                  (4) the Company fails to comply with Section 4.02, 4.03 or
         4.04 and such failure continues for 30 days after notice (as specified
         below);

                  (5) the Company to comply with any of its agreements in the
         Securities or this Indenture (other than those referred to in clause
         (1), (2), (3) or (4) above) and such failure continues for 60 days
         after the notice specified below;


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

                                       21
<PAGE>
                  (A) commences a voluntary case;

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

                  (C) consents to the appointment of a Custodian of it or for
         any substantial part of its property; or

                  (D) makes a general assignment for the benefit of its
         creditors; or takes any comparable action under any foreign laws
         relating to insolvency; or

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

                  (A) is for relief against the Company in an involuntary case;

                  (B) appoints a Custodian of any the Company or for any
         substantial part of its property; or

                  (C) orders the winding up or liquidation of the Company; or
         any similar relief is granted under any foreign laws and the order or
         decree remains unstayed and in effect for 60 days.


            The foregoing will constitute Events of Default whatever the reason
for any such Event of Default and whether it is voluntary or involuntary or is
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.

            The term "Custodian" means, for the purposes of this Article Six,
any receiver, trustee, assignee, liquidator, custodian or similar official under
any Bankruptcy Law.

            A Default under clauses (4) or (5) is not an Event of Default
until the Trustee or the Holders of at least 25% in principal amount of the
outstanding Securities notify the Company of the Default and the Company does
not cure such Default within the time specified after receipt of such notice.
Such notice must specify the Default, demand that it be remedied and state that
such notice is a "Notice of Default".

            The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any Event of Default which with the giving of notice or the lapse of time would
become an Event of Default under clause (4) or (5), its status and what action
the Company is taking or proposes to take with respect thereto.

                                       22
<PAGE>
                  SECTION 6.02. Acceleration. If an Event of Default with
respect to any Series of Securities at the time outstanding (other than an Event
of Default Section 6.01(6) or (7) ) occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the outstanding Securities of
that Series by notice to the Company, may declare the principal amount of (or,
in the case of Original Issue Discount Securities of that Series, the portion
thereby specified in the terms of such Security), premium, if any, and accrued
and unpaid interest on all the Securities of that Series to be due and payable.
Upon such a declaration, such amounts shall be due and payable immediately. If
an Event of Default specified in Section 6.01(6) or (7) occurs, the principal
amount of (or, in the case of Original Issue Discount Securities of that Series,
the portion thereby specified in the terms of such Security), premium, if any,
and accrued and unpaid interest on all the Securities of each Series of Security
shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder. The Holders
of a majority in principal amount of the Securities of any Series of Securities
by notice to the Trustee may rescind an acceleration of that Series of
Securities and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default with respect to such
Series of Securities have been cured or waived except nonpayment of the
principal amount of (or, in the case of Original Issue Discount Securities of
that Series, the portion thereby specified in the terms of such Security),
premium, if any, and accrued and unpaid interest on all Securities of that
Series that has become due solely because of acceleration. No such rescission
shall affect any subsequent Default or impair any right consequent thereto.

                  SECTION 6.03. Other Remedies. If an Event of Default with
respect to any Series of Securities occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of the principal amount of
(or, in the case of Original Issue Discount Securities of that Series, the
portion thereby specified in the terms of such Security), premium, if any, and
accrued and unpaid interest on the Securities of that Series or to enforce the
performance of any provision of the Securities of that Series or this Indenture.

                  The Trustee may institute and maintain a suit or legal
proceeding even if it does not possess any of the Securities of a Series or does
not produce any of them in the proceeding. A delay or omission by the Trustee or
any Holder in exercising any right or remedy accruing upon an Event of Default
with respect to any Series of Securities shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

                  SECTION 6.04. Waiver of Past Defaults. The Holders of a
majority in principal amount of the Securities of any Series by notice to the
Trustee may waive an existing Default and its consequences except (i) a Default
in the payment of the principal amount of (or, in the case of Original Issue
Discount Securities of that Series, the portion thereby specified in the terms
of such Security), premium, if any, and accrued and unpaid interest on a
Security of that Series, (ii) a Default arising from the failure to redeem or
purchase any Security of that Series when required pursuant to the terms of this
Indenture or (iii) a Default in respect of a provision that under Section 9.02
cannot be amended without the consent of each Holder of that Series affected.
When a Default is waived, it is deemed cured, but no such waiver shall extend to
any subsequent or other Default or impair any consequent right.

                                       23
<PAGE>
                  SECTION 6.05. Control by Majority. The Holders of a majority
in principal amount of the outstanding Securities of any Series may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or of exercising any trust or power conferred on the Trustee with
respect to that Series. However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture or, subject to Section 7.01, that the
Trustee determines is unduly prejudicial to the rights of any other Holder of
that Series or that would subject the Trustee to personal liability; provided,
however, that the Trustee may take any other action deemed proper by the Trustee
that is not inconsistent with such direction. Prior to taking any action
hereunder, the Trustee shall be entitled to indemnification satisfactory to it
in its sole discretion against all losses and expenses caused by taking or not
taking such action.

         SECTION 6.06. Limitation on Suits. Except to enforce the right to
receive payment of the principal amount of (or, in the case of Original Issue
Discount Securities, the portion thereby specified in the terms of such
Security), premium, if any, and accrued and unpaid interest on a Security of any
Series when due, no Holder of a Security of that Series may pursue any remedy
with respect to this Indenture or the Securities of that Series unless:

                  (1) the Holder previously gave the Trustee written notice
         stating that an Event of Default with respect to that Series is
         continuing;

                  (2) the Holders of at least 25%, in principal amount of the
         outstanding Securities of that Series make a written request to the
         Trustee to pursue the remedy;

                  (3) such Holder or Holders of that Series offer to the Trustee
         security or indemnity satisfactory to the Trustee against any loss,
         liability or expense;

                  (4) the Trustee does not comply with the request within 60
         days after receipt of the request and the offer of security or
         indemnity; and

                  (5) the Holders of a majority in aggregate principal amount of
         the outstanding Securities of that Series do not give the Trustee a
         direction inconsistent with the request during such 60-day period.

                  A Holder of Securities of any Series may not use this
Indenture to prejudice the rights of another Holder of that Series or to obtain
a preference or priority over another Holder of that Series.

                  SECTION 6.07. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of the principal amount of (or, in the case of Original Issue
Discount Securities, the portion thereby specified in the terms of such
Security), premium, if any, and accrued and unpaid interest on the Securities
held by such Holder, on or after their Maturity, or to bring suit for the
enforcement of any such payment on or after their Maturity, shall not be
impaired or affected without the consent of such Holder.

         SECTION 6.08. Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount then due and

                                       24
<PAGE>
owing (together with interest on any unpaid interest to the extent lawful) and
the amounts provided for in Section 7.07.

                  SECTION 6.09. Trustee May File Proofs of Claim. The Trustee
may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the Holders allowed
in any judicial proceedings relative to the Company, its creditors or its
property and, unless prohibited by law or applicable regulations, may vote on
behalf of the Holders in any election of a trustee in bankruptcy or other Person
performing similar functions, and any Custodian in any such judicial proceeding
is hereby authorized by each Holder to make payments to the Trustee and, in the
event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under Section 7.07.

                  SECTION 6.10. Priorities. If the Trustee collects any money or
property pursuant to this Article 6 with respect to any Series of Securities, it
shall pay out the money or property in the following order:

                  FIRST: to the Trustee for amounts due under Section 7.07;

                  SECOND: to Holders for amounts due and unpaid on the
         Securities of that Series for the principal amount of (or, in the case
         of Original Issue Discount Securities of that Series, the portion
         thereby specified in the terms of such Security), premium, if any, and
         accrued and unpaid interest, ratably, without preference or priority of
         any kind, according to the amounts due and payable on the Securities of
         that Series for the principal amount of (or, in the case of Original
         Issue Discount Securities of that Series, the portion thereby specified
         in the terms of such Security), premium, if any, and accrued and unpaid
         interest, respectively; and

                  THIRD: to the Company.

                  The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section. At least 15 days before such record
date, the Trustee shall mail to each Holder and the Company a notice that states
the record date, the payment date and amount to be paid.

                  SECTION 6.11. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing, by any party litigant in the suit, of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section does
not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07
or a suit by Holders of more than 10% in principal amount of the then
outstanding Securities of any Series.

                                       25
<PAGE>
                  SECTION 6.12. Waiver of Stay or Extension Laws. The Company
(to the extent it may lawfully do so) shall at any time insist upon, plead, or
in any manner whatsoever claim to 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 shall not hinder, delay or impede the
execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law had been enacted.

                                 ARTICLE SEVEN

                                     TRUSTEE

                  SECTION 7.01. Duties of Trustee.(a) If an Event of Default
has occurred and is continuing with respect to any Series of Securities, the
Trustee shall exercise the rights and powers vested in it by this Indenture and
use the same degree of care and skill in its exercise thereof as a prudent
Person would exercise or use under the circumstances in the conduct of such
Person's own affairs.

                  (b) Except during the continuance of an Event of Default with
respect to any Series of Securities:

                  (1) the Trustee undertakes to perform such duties and only
         such duties as are specifically set forth in this Indenture with
         respect to the Securities of that Series, as modified or supplemented
         by a Board Resolution, a supplemental indenture hereto or an Officers'
         Certificate and no implied covenants or obligations shall be read into
         this Indenture against the Trustee;

                  (2) in the absence of bad faith on its part, the Trustee may,
         with respect to Securities of that Series, conclusively rely, as to the
         truth of the statements and the correctness of the opinions expressed
         therein, upon certificates or opinions furnished to the Trustee and
         conforming to the requirements of this Indenture. However, the Trustee
         shall examine the certificates and opinions to determine whether or not
         they conform to the requirements of this Indenture (but need not
         confirm or investigate the accuracy of mathematical calculations or
         other facts stated therein).

                  (c) The Trustee may not be relieved from liability for its own
grossly negligent action, its own negligent failure to act or its own wilful
misconduct, except that:

                  (1) this paragraph does not limit the effect of paragraph (b)
         of this Section;

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

                                       26
<PAGE>
                  (3) the Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 6.05.

                  (d) Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

                  (e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.

                  (f) Money held in trust by the Trustee need not be segregated
from funds except to the extent required by law.

                  (g) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur 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 to believe that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

                  (h) Every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.

                  SECTION 7.02. Rights of Trustee.(a) The Trustee may
conclusively rely on any document believed by it to be genuine and to have been
signed or presented by the proper Person. The Trustee need not investigate any
fact or matter stated in the document.

                  (b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
the Officers' Certificate or Opinion of Counsel.

                  (c) The Trustee may act through agents or attorneys and shall
not be responsible for the misconduct or negligence of any agent or attorney
appointed with due care.

                  (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers; provided, however, that the Trustee's conduct does not
constitute willful misconduct or gross negligence.

                  (e) The Trustee may consult with counsel of its choice, and
the advice or opinion of counsel with respect to legal matters relating to this
Indenture and the Securities, shall be full and complete authorization and
protection from liability in respect to any action taken, omitted or suffered by
it hereunder in good faith and in accordance with the advice or opinion of such
counsel.

                  (f) Unless otherwise specifically provided in this Indenture,
any demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

                  (g) The Trustee shall not be deemed to have notice of any
Default or Event of Default with respect to the Securities of any Series unless
a Responsible Officer of the Trustee

                                       27
<PAGE>
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 such Securities and this Indenture.

                  (h) 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.

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

                  (j) 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 at the sole cost of the Company and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation.

                  (k) 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.

                  SECTION 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar or co-paying
agent may do the same with like rights. However, the Trustee must comply with
Sections 7.10 and 7.11.

                  SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for any
statement of the Company in this Indenture, in the Securities, or in any
document executed in connection with the sale of the Securities, other than
those set forth in the Trustee's certificate of authentication.

                  SECTION 7.05. Notice of Defaults. If a Default with respect to
Securities of any Series occurs and is continuing and if it is actually known to
a Trust Officer of the Trustee, the Trustee shall mail to each Holder of that
Series notice of the Default within 90 days after it occurs. The Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of
Holders.

                                       28
<PAGE>
                  SECTION 7.06. Reports by Trustee to Holder. Unless otherwise
specified in the applicable Board Resolution, supplemental indenture hereto or
Officers' Certificate, as promptly as practicable after each ________ beginning
with the _________ for so long as Securities remain outstanding, the Trustee
shall mail to each Holder a brief report dated as of such reporting date that
complies with ss. 313(a) of the TIA. The Trustee shall also comply with ss.
313(b) of the TIA.

                  A copy of each report at the time of its mailing to Holders
shall be filed with the SEC and each stock exchange (if any) on which the
Securities are listed. The Company agrees to notify promptly the Trustee
whenever the Securities become listed on any stock exchange and of any delisting
thereof.

                  SECTION 7.07. Compensation and Indemnity. The Company shall
pay to the Trustee from time to time such compensation for its services as the
Company and the Trustee shall from time to time agree in writing. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee upon request for all
reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation and expenses, disbursements and
advances of the Trustee's agents, counsel, accountants and experts. The Company
shall indemnify the Trustee against any and all loss, liability or expense
(including reasonable attorneys' fees) incurred by or in connection with the
administration of this trust and the performance of its duties hereunder. The
Trustee shall notify the Company of any claim for which it may seek indemnity
promptly upon obtaining actual knowledge thereof; provided, however, that any
failure so to notify the Company shall not relieve the Company of its indemnity
obligations hereunder. The Company need not reimburse any expense or indemnify
against any loss, liability or expense incurred by an indemnified party through
such party's own willful misconduct, negligence or bad faith.

                  To secure the Company's payment obligations in this Section
7.07, the Trustee shall have a lien prior to the Securities on all money or
property held or collected by the Trustee other than money or property held in
trust to pay the principal of and interest and any additional payments on
particular Securities.

                  The Company's payment obligations pursuant to this Section
7.07 shall survive the satisfaction or discharge of this Indenture or the
resignation or removal of the Trustee. When the Trustee incurs expenses after
the occurrence of a Default specified in Section 6.01(6) or (7), the expenses
are intended to constitute expenses of administration under the Bankruptcy Law.

                  SECTION 7.08. Replacement of Trustee. The Trustee may resign
at any time with respect to the Securities of any Series by so notifying the
Company. The Holders of a majority in principal amount of the Securities of any
Series may remove the Trustee and may appoint a successor Trustee with respect
to such Series of Securities. The Company shall remove the Trustee if:

                  (1) the Trustee fails to comply with Section 7.10;

                                       29
<PAGE>
                  (2) the Trustee is adjudged bankrupt or insolvent;

                  (3) a receiver or other public officer takes charge of the
         Trustee or its property; or

                  (4) the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns, is removed by the Company or by the
Holders of a majority in principal amount of the Securities of any Series and
such Holders do not reasonably promptly appoint a successor Trustee or if a
vacancy exists in the office of Trustee for any reason (the Trustee in such
event being referred to herein as the retiring Trustee), the Issuers shall
promptly appoint a successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of that Series of Securities. The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the lien provided for in Section 7.07.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 10% in principal amount of the Securities of that Series may
petition, at the expense of the Company, any court of competent jurisdiction for
the appointment of a successor Trustee.

                  If the Trustee fails to comply with Section 7.10, any Holder
of that Series of Securities may petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee.

                  Notwithstanding the replacement of the Trustee pursuant to
this Section 7.08, the Company's obligations under Section 7.07 shall continue
for the benefit of the retiring Trustee.

                  SECTION 7.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

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

                                       30
<PAGE>
                  SECTION 7.10. Eligibility; Disqualification. The Trustee shall
at all times satisfy the requirements of TIA ss. 310(a). The Trustee shall have
a combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
ss. 310(b); provided, however, that there shall be excluded from the operation
of TIA ss. 310(b)(1) any indenture or indentures under which other securities or
certificates of interest or participation in other securities of the Company are
outstanding if the requirements for such exclusion set forth in TIA ss.
310(b)(1) are met.

                  SECTION 7.11. Preferential Collection of Claims Against
Company. The Trustee shall comply with TIAss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). A Trustee who has resigned or has been
removed shall be subject to TIA ss. 311(a) to the extent indicated.

                                  ARTICLE EIGHT

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

                  SECTION 8.01. Option to Effect Legal Defeasance or Covenant
Defeasance. The Company may, at the option of its Board of Directors evidenced
by a resolution set forth in an Officers' Certificate, at any time, elect to
have either Section 8.02 or 8.03 hereof be applied to all outstanding Securities
of any Series upon compliance with the conditions set forth below in this
Article Eight.

                  SECTION 8.02. Legal Defeasance and Discharge. Upon the
Company's exercise under Section 8.01 hereof of the option applicable to this
Section 8.02, the Company shall, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be deemed to have been discharged from its
obligations with respect to all outstanding Securities of that Series on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Securities, which shall thereafter be deemed to be "outstanding"
only for the purposes of Section 8.05 hereof and the other Sections of this
Indenture referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Securities and this Indenture (and the Trustee, on demand
of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder:

                  (a) the rights of Holders of outstanding Securities of that
Series to receive solely from the trust fund described in Section 8.04 hereof,
and as more fully set forth in such Section, payments in respect of the
principal of, premium, if any, and interest on such Securities when such
payments are due;

                  (b) the Company's obligations with respect to such Securities
of that Series under Article Two;

                  (c) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and the Company's obligations in connection therewith; and

                                       31
<PAGE>
                  (d) this Article Eight.

                  Subject to compliance with this Article Eight, the Company may
exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 hereof.

                  SECTION 8.03. Covenant Defeasance. Upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.03 with
respect to any Series of Securities, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be released
from its obligations under the covenants contained in a Board Resolution, a
supplemental indenture hereto or an Officers' Certificate and clause (iv) of
Section 5.01 hereof with respect to the outstanding Securities of that Series on
and after the date the conditions set forth in Section 8.04 are satisfied
(hereinafter, "Covenant Defeasance"), and the Securities of that Series shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Securities shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding
Securities of that Series, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Securities shall be unaffected thereby. In addition, upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.03 hereof
with respect to any Series of Securities, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(5)
hereof shall not constitute Events of Default with respect to such Securities.

                  SECTION 8.04. Conditions to Legal or Covenant Defeasance. The
following shall be the conditions to the application of either Section 8.02 or
8.03 hereof to the outstanding Securities:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance with respect to any Series of Securities:

                  (1) the Company must irrevocably deposit with the Trustee, in
         trust, for the benefit of the Holders of that Series of Securities,
         cash in United States dollars, noncallable Government Securities, or a
         combination thereof, in such amounts as will be sufficient, in the
         opinion of a nationally recognized firm of independent public
         accountants, to pay the principal of, premium, if any, and interest on
         the outstanding Securities of that Series on the stated date for
         payment thereof or on the applicable redemption date, as the case may
         be;

                  (2) in the case of an election under Section 8.02 hereof, the
         Company shall have delivered to the Trustee an Opinion of Counsel in
         the United States reasonably acceptable

                                       32
<PAGE>
         to the Trustee confirming that (A) the Company has received from, or
         there has been published by, the Internal Revenue Service a ruling, or
         (B) since the date of this Indenture, there has been a change in the
         applicable federal income tax law, in either case to the effect that,
         and based thereon such Opinion of Counsel shall confirm that, the
         Holders of the outstanding Securities will not recognize income, gain
         or loss for federal income tax purposes as a result of such Legal
         Defeasance and will be subject to federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such Legal Defeasance had not occurred;

                  (3) in the case of an election under Section 8.03 hereof, the
         Company shall have delivered to the Trustee an Opinion of Counsel in
         the United States reasonably acceptable to the Trustee confirming that
         the Holders of the outstanding Securities of that Series will not
         recognize income, gain or loss for federal income tax purposes as a
         result of such Covenant Defeasance and will be subject to federal
         income tax on the same amounts, in the same manner and at the same
         times as would have been the case if such Covenant Defeasance had not
         occurred;

                  (4) no Default or Event of Default with respect to that Series
         of Securities shall have occurred and be continuing either:

                  (a) on the date of such deposit (other than a Default or Event
         of Default with respect to that Series of Securities resulting from the
         borrowing of funds to be applied to such deposit); or

                  (b) insofar as Sections 6.01(6) or 6.01(7) hereof are
         concerned, at any time in the period ending on the 91st day after the
         date of deposit;

                  (5) such Legal Defeasance or Covenant Defeasance shall not
         result in a breach or violation of, or constitute a default under, any
         material agreement or instrument (other than this Indenture) to which
         the Company is a party or by which the Company is bound;

                  (6) the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that on the 91st day following the deposit,
         the trust funds will not be subject to the effect of any applicable
         bankruptcy, insolvency, reorganization or similar laws affecting
         creditors' rights generally;

                  (7) the Company shall have delivered to the Trustee an
         Officers' Certificate stating that the deposit was not made by the
         Company with the intent of preferring the Holders over any other
         creditors of the Company or with the intent of defeating, hindering,
         delaying or defrauding any other creditors of the Company or others;
         and

                  (8) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for or relating to the Legal Defeasance
         or the Covenant Defeasance have been complied with.

         SECTION 8.05. Deposited Money and Government Securities to be Held in
Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof, all money
and noncallable Government Securities (including the proceeds thereof) deposited
with the Trustee

                                       33
<PAGE>
(or other qualifying trustee, collectively for purposes of this Section 8.05,
the "Trustee") pursuant to Section 8.04 hereof in respect of the outstanding
Securities of the Series shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as Paying Agent) as the Trustee may determine, to the Holders of such
Securities of all sums due and to become due thereon in respect of principal,
premium, if any, and interest, but such money need not be segregated from other
funds except to the extent required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the cash or noncallable
Government Securities deposited pursuant to Section 8.04 hereof or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding
Securities of that Series.

                  Anything in this Article Eight to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon the request of the Company any money or noncallable Government
Securities held by it as provided in Section 8.04 hereof which, in the opinion
of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.04(1) hereof), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.

                  SECTION 8.06. Repayment to Company. Any money deposited with
the Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of, premium, if any, or interest on any Security and
remaining unclaimed for two years after such principal, and premium, if any, or
interest has become due and payable shall be paid to the Company on its request
or, if then held by the Company, shall be discharged from such trust; and the
Holder of such Security shall thereafter look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in the New York Times and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

                  SECTION 8.07. Reinstatement. If the Trustee or Paying Agent is
unable to apply any Dollars or noncallable Government Securities in accordance
with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company's obligations under
this Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as
the Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that,
if the Company makes any payment of principal of, premium, if any, or interest
on any Security following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Securities to receive
such payment from the money held by the Trustee or Paying Agent.

                                       34
<PAGE>
                                  ARTICLE NINE

                                   AMENDMENTS

                  SECTION 9.01. Without Consent of Holders. The Company, and the
Trustee may amend or supplement this Indenture or the Securities without the
consent of any Holder:

                  (1) to evidence the succession of another Person to the
         Company pursuant to Article Five and the assumption by such successor
         of the Company's covenants, agreements and obligations in this
         Indenture and in the Securities;

                  (2) to surrender any right or power conferred upon the Company
         by this Indenture, to add to the covenants of the Company such further
         covenants, restrictions, conditions or provisions for the protection of
         the Holders of all or any Series of Securities as the Board of
         Directors of the Company shall consider to be for the protection of the
         Holders of such Securities, and to make the occurrence, or the
         occurrence and continuance, of a default in respect of any such
         additional covenants, restrictions, conditions or provisions a Default
         or an Event of Default under this Indenture; provided, however, that
         with respect to any such additional covenant, restriction, condition or
         provision, such amendment may provide for a period of grace after
         default, which may be shorter or longer than that allowed in the case
         of other Defaults, may provide for an immediate enforcement upon such
         Default, may limit the remedies available to the Trustee upon such
         Default or may limit the right of Holders of a majority in aggregate
         principal amount of the Securities of any Series to waive such default;

                  (3) to cure any ambiguity or correct or supplement any
         provision contained in this Indenture, in any supplemental indenture or
         in any Securities that may be defective or inconsistent with any other
         provision contained therein;

                  (4) to convey, transfer, assign, mortgage or pledge any
         property to or with the Trustee, or to make such other provisions in
         regard to matters or questions arising under this Indenture as shall
         not adversely affect the interests of any Holders of Securities of any
         Series;

                  (5) to modify or amend this Indenture in such a manner as to
         permit the qualification of this Indenture or any supplemental
         indenture hereto under the TIA as then in effect;

                  (6) to add or to change any of the provisions of this
         Indenture to provide that Securities in bearer form may be registrable
         as to principal, to change or eliminate any restrictions on the payment
         of principal or premium with respect to Securities in registered form
         or of principal, premium or interest with respect to Securities in
         bearer form, or to permit Securities in registered form to be exchanged
         for Securities in bearer form, so as to not adversely affect the
         interests of the Holders or any coupons of any Series in any material
         respect or permit or facilitate the issuance of Securities of any
         Series in uncertificated form;

                                       35
<PAGE>
                  (7) in the case of subordinated Securities, to make any change
         in the provisions of this Indenture or any supplemental indenture
         relating to subordination that would limit or terminate the benefits
         available to any holder of Senior Indebtedness (as defined in the
         applicable Board Resolution, supplemental indenture hereto or Officers'
         Certificate related to such Series of Subordinated Securities) under
         such provisions (but only if each such holder of Senior Indebtedness
         under such provisions consents to such change);

                  (8) to add guarantees with respect to the Securities or to
         secure the Securities;

                  (9) to make any change that does not adversely affect the
         rights of any Holder;

                  (10) to add to, change, or eliminate any of the provisions of
         this Indenture with respect to one or more Series of Securities, so
         long as any such addition, change or elimination not otherwise
         permitted under this Indenture shall (A) neither apply to any Security
         of any Series created prior to the execution of such supplemental
         indenture and entitled to the benefit of such provision nor modify the
         rights of the Holders of any such Security with respect to the benefit
         of such provision or (B) become effective only when there is no such
         Security outstanding;

                  (11) to evidence and provide for the acceptance of appointment
         by a or separate Trustee with respect to the Securities of one or more
         Series and to add to or change any of the provisions of this Indenture
         as shall be necessary to provide for or facilitate the administration
         of this Indenture by more than one Trustee; or

                  (12) to establish the form or terms of Securities and coupons
         of any Series pursuant to Article Two.

                  SECTION 9.02. With Consent of Holders. The Company and the
Trustee may amend this Indenture or the Securities of any Series without notice
to any Holder but with the written consent of the Holders of at least a majority
in principal amount of the Securities of each Series then outstanding (including
consents obtained in connection with a tender offer or exchange for the
Securities) affected by such amendment. However, without the consent of each
Holder affected, an amendment may not:

                  (1) reduce the principal amount of Securities whose Holders
         must consent to an amendment, supplement or waiver;

                  (2) reduce the rate of or extend the time for payment of
         interest, including default interest, on any Security;

                  (3) reduce the principal of or change the Stated Maturity of
         any Security or alter or waive any of the provisions with respect to
         the redemption of the Securities;

                  (4) reduce the amount payable upon the redemption of any
         Security or change the time at which such Security may be redeemed, if
         applicable;

                  (5) make any Security payable in money other than that stated
         in the Security;

                                       36
<PAGE>
                  (6) in the case of any subordinated Security, make any change
         in the ranking or priority of such Security that would adversely affect
         the rights of the Holders;

                  (7) waive a Default or Event of Default in the payment of
         principal of or premium, if any, or interest on the Securities (except
         a rescission of acceleration of the Securities by the Holders of at
         least a majority in aggregate principal amount of the then outstanding
         Securities and a waiver of the payment default that resulted from such
         acceleration);

                  (8) make any change in the provisions of this Indenture
         relating to waivers of past Defaults or the rights of Holders of
         Securities to receive payments of principal of, or premium, if any, or
         interest on the Securities;

                  (9) waive a redemption payment with respect to any Security;
         or

                  (10) make any change in Section 6.04 or 6.07 hereof or in the
         foregoing amendment and waiver provisions.

                  It shall not be necessary for the consent of the Holders under
this Section to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof. After an
amendment under this Section becomes effective, the Company shall mail to all
affected Holders a notice briefly describing such amendment. The failure to give
such notice to all such Holders, or any defect therein, shall not impair or
affect the validity of an amendment under this Section.

                  SECTION 9.03. Compliance with Trust Indenture Act. Every
amendment or supplement to this Indenture or the Securities shall comply with
the TIA as then in effect.

                  SECTION 9.04. Revocation and Effect of Consents and Waivers. A
consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Security or portion of the Security if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective. After an
amendment or waiver becomes effective, it shall bind every Holder. An amendment
or waiver becomes effective once both (i) the requisite number of consents have
been received by the Company or the Trustee and (ii) such amendment or waiver
has been executed by the Company and the Trustee.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to give their consent
or take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date. No such consent shall be valid or effective for more than 120
days after such record date.

                                       37
<PAGE>
                  SECTION 9.05. Notation on or Exchange of Securities. If an
amendment changes the terms of a Security, the Trustee may require the Holder of
the Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder. Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such
amendment.

                  SECTION 9.06. Trustee To Sign Amendments. The Trustee shall
sign any amendment authorized pursuant to this Article Nine if the amendment
does not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee may but need not sign it. In signing such
amendment the Trustee shall be entitled to receive indemnity reasonably
satisfactory to it and to receive, and (subject to Section 7.01) shall be fully
protected in relying upon, an Officers' Certificate and an Opinion of Counsel
stating that such amendment is authorized or permitted by this Indenture.

                  SECTION 9.07. Payment for Consent. Neither the Company nor any
Affiliate of the Company shall, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fee or otherwise, to any Holder
for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Indenture or the Securities unless such consideration is
offered to be paid to all Holders, ratably, that so consent, waive or agree to
amend in the time frame set forth in solicitation documents relating to such
consent, waiver or agreement.

                                  ARTICLE TEN

                                  MISCELLANEOUS

                  SECTION 10.01. Trust Indenture Act Controls. If any provision
of this Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

                  SECTION 10.02. Notices. Any notice or communication shall be
in writing and delivered in person or mailed by first-class mail addressed as
follows:

                  If to the Company:

                  Lucent Technologies Inc.
                  600 Mountain Avenue
                  Murray Hill, NJ 07974
                  Attention: Assistant Treasury, Capital Markets

                  with a copy to:

                                       38
<PAGE>
                  Cravath, Swaine & Moore
                  825 Eighth Avenue
                  New York, NY 10019
                  Attention:  Stephen L. Burns, Esq.

                  If to the Trustee:

                  The Bank of New York
                  One Wall Street
                  New York, NY 10286
                  Attention: Corporate Trust Administration

                  The Company or the Trustee by notice to the other may
designate additional or different addresses for subsequent notices or
communications.

                  Any notice or communication mailed to a Holder shall be mailed
to the Holder at the Holder's address as it appears on the registration books of
the Registrar and shall be sufficiently given if so mailed within the time
prescribed.

                  Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

                  SECTION 10.03. Communication by Holders with Other Holders.
Holders may communicate pursuant to TIA ss. 312(b) with other Holders with
respect to their rights under this Indenture or the Securities. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA ss.
312(c).

                  SECTION 10.04. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take
or refrain from taking any action under this Indenture, the Company shall
furnish to the Trustee:

                  (1) an Officers' Certificate in form and substance reasonably
         satisfactory to the Trustee stating that, in the opinion of the
         signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                  (2) an Opinion of Counsel in form and substance reasonably
         satisfactory to the Trustee stating that, in the opinion of such
         counsel, all such conditions precedent have been complied with.

         SECTION 10.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

                  (1) a statement that the individual making such certificate or
         opinion has read such covenant or condition;

                                       39
<PAGE>
                  (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (3) a statement that, in the opinion of such 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

                  (4) a statement as to whether or not, in the opinion of such
         individual, such covenant or condition has been complied with.

                  SECTION 10.06. When Securities Disregarded. In determining
whether the Holders of the required principal amount of Securities have
concurred in any direction, waiver or consent, Securities owned by the Company,
or by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company shall be disregarded and
deemed not to be outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which a Responsible Officer of the Trustee actually
knows are so owned shall be so disregarded. Subject to the foregoing, only
Securities outstanding at the time shall be considered in any such
determination.

                  SECTION 10.07. Rules by Trustee, Paying Agent and Registrar.
The Trustee may make reasonable rules for action by or a meeting of Holders. The
Registrar and the Paying Agent may make reasonable rules for their functions.

                  SECTION 10.08. Legal Holidays. A "Legal Holiday" is a
Saturday, Sunday or other day on which banking institutions in New York State
are authorized or required by law to close. If a payment date is a Legal
Holiday, payment shall be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. If a regular
record date is a Legal Holiday, the record date shall not be affected.

                  SECTION 10.09. Governing Law.

                  THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

                  SECTION 10.10. No Recourse Against Others. A director,
officer, employee or shareholder, as such, of any Company shall not have any
liability for any obligations of the Company under the Securities or this
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Holder shall waive
and release all such liability. The waiver and release shall be part of the
consideration for the issuance of the Securities.

                  SECTION 10.11. Successors. All agreements of each Issuer in
this Indenture and the Securities shall bind its successors. All agreements of
the Trustee in this Indenture shall bind its successors.

                                       40
<PAGE>
                  SECTION 10.12. Multiple Originals. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. One signed copy of the
Indenture is enough to prove this Indenture.

                  SECTION 10.13. Table of Contents; Headings. The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.

                  SECTION 10.14. Severability. If any provision in this
Indenture is deemed unenforceable, it shall not affect the validity or
enforceability of any other provision set forth herein, or of the Indenture as a
whole.

         [Signatures on following page]

                                       41
<PAGE>
                  IN WITNESS WHEREOF, the parties have caused this Indenture to
be duly executed as of the date first written above.

                                        LUCENT TECHNOLOGIES INC.

                                        By:   ______________________________
                                              Name:
                                              Title:


                                        THE BANK OF NEW YORK, as Trustee


                                        By:   ______________________________
                                              Name:
                                              Title:




                                       42