Exhibit 4(b)





                             THE VALSPAR CORPORATION

                                    AS ISSUER

                                       TO

                          BANK ONE TRUST COMPANY, N.A.

                                   AS TRUSTEE





                                    INDENTURE

                                 DEBT SECURITIES

                                 APRIL 24, 2002



<PAGE>


                                 DEBT SECURITIES
                             THE VALSPAR CORPORATION
     RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED,
                    AND INDENTURE, DATED AS OF APRIL 24, 2002


Trust Indenture Act                                         Indenture
      Section                                                Section
      -------                                                -------

   ss.310    (a)(1)   ....................................        608
   ss.310    (a)(2)   ....................................        608
   ss.310    (a)(3)   ....................................        Inapplicable
   ss.310    (a)(4)   ....................................        Inapplicable
             (b)      ....................................        605
                      ....................................        609
   ss.311             ....................................        605
   ss.312    (a)      ....................................        701
                      ....................................        702
             (b)      ....................................        702
             (c)      ....................................        702
   ss.313    (a)      ....................................        703
             (b)(1)   ....................................        Inapplicable
             (b)(2)   ....................................        703
             (c)      ....................................        703
             (d)      ....................................        703
   ss.314    (a)      ....................................        704
                      ....................................        1011
             (b)      ....................................        Inapplicable
             (c)(1)   ....................................        102
             (c)(2)   ....................................        102
             (c)(3)   ....................................        Inapplicable
             (d)      ....................................        Inapplicable
             (e)      ....................................        102
   ss.315    (a)      ....................................        601
                      ....................................        603
             (b)      ....................................        602
             (c)      ....................................        601
             (d)      ....................................        601
                      ....................................        603
   ss.316    (a)(1)(A)....................................        512
             (a)(1)(B)....................................        513
             (a)(2)   ....................................        Inapplicable
             (b)      ....................................        508
             (c)      ....................................        104

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Trust Indenture Act                                            Indenture
      Section                                                   Section
      -------                                                   -------

   ss.317    (a)(1)   ....................................        503
             (a)(2)   ....................................        504
             (b)      ....................................        1003
   ss.318    (a)      ....................................        108

------------------------------------------------------
NOTE:    This reconciliation and tie shall not, for any purpose, be deemed to be
         a part of the Indenture.



































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                                TABLE OF CONTENTS


<TABLE>

<S>                                                                                                             <C>

ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION......................................................................................................1

    Section 101.  Definitions....................................................................................1
              Acceleration Event.................................................................................2
              Acquired Indebtedness..............................................................................2
              Act................................................................................................2
              Affiliate..........................................................................................2
              Authenticating Agent...............................................................................2
              Authorized Newspaper...............................................................................2
              Board of Directors.................................................................................2
              Board Resolution...................................................................................2
              Business Day.......................................................................................3
              Certificate of Authentication......................................................................3
              Certificated Note..................................................................................3
              Commission.........................................................................................3
              Company............................................................................................3
              Company Request....................................................................................3
              Company Order......................................................................................3
              Consolidated.......................................................................................3
              Consolidated Subsidiary............................................................................3
              Corporate Trust Office.............................................................................3
              Corporation........................................................................................3
              Defaulted Interest.................................................................................3
              Definitive Note....................................................................................4
              Depositary.........................................................................................4
              Derivative Obligations.............................................................................4
              Event of Default...................................................................................4
              Global Note........................................................................................4
              Government Obligations.............................................................................4
              Holder.............................................................................................4
              Indenture..........................................................................................4
              Independent Public Accountants.....................................................................5
              Interest Payment Date..............................................................................5
              Issue Date.........................................................................................5
              Legal Holiday......................................................................................5
              Maturity...........................................................................................5
              Money..............................................................................................5
              Note...............................................................................................6
              Notes..............................................................................................6
              Note Register......................................................................................6


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              Note Registrar.....................................................................................6
              Office or Agency...................................................................................6
              Officers' Certificate..............................................................................6
              Opinion of Counsel.................................................................................6
              Original Issue Discount Note.......................................................................6
              Outstanding........................................................................................6
              Paying Agent.......................................................................................7
              Periodic Offering..................................................................................7
              Person.............................................................................................7
              Place of Payment...................................................................................7
              Predecessor Note...................................................................................7
              Regular Record Date................................................................................7
              Responsible Officer................................................................................7
              Restricted Payment.................................................................................8
              Securities Act.....................................................................................8
              Senior Indebtedness................................................................................8
              Special Record Date................................................................................8
              Stated Maturity....................................................................................8
              Subsidiary.........................................................................................8
              Transfer Restrictions..............................................................................8
              Trust Indenture Act................................................................................8
              Trustee............................................................................................8
              United States......................................................................................9
              Vice President.....................................................................................9
              Voting Stock.......................................................................................9
    Section 102.  Compliance Certificates and Opinions...........................................................9
    Section 103.  Form of Documents Delivered to Trustee........................................................10
    Section 104.  Acts of Holders...............................................................................10
    Section 105.  Notices, Etc. to Trustee and Company..........................................................12
    Section 106.  Notice to Holders of Notes; Waiver............................................................12
    Section 107.  Language of Notices...........................................................................13
    Section 108.  Conflict with Trust Indenture Act.............................................................13
    Section 109.  Effect of Headings and Table of Contents......................................................13
    Section 110.  Successors and Assigns........................................................................13
    Section 111.  Separability Clause...........................................................................13
    Section 112.  Benefits of Indenture.........................................................................13
    Section 113.  Governing Law.................................................................................13
    Section 114.  Legal Holidays................................................................................14
    Section 115.  Schedules.....................................................................................14
    Section 116.  Counterparts..................................................................................14

ARTICLE TWO - FORM OF NOTES.....................................................................................14

    Section 201.  Forms Generally...............................................................................14
    Section 202.  Global Notes..................................................................................15


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<PAGE>



ARTICLE THREE - THE NOTES.......................................................................................15

    Section 301.  Title and Terms; Issuable in Series...........................................................15
    Section 302.  Currency; Denominations.......................................................................18
    Section 303.  Execution, Authentication, Delivery and Dating................................................18
    Section 304.  Temporary Notes...............................................................................21
    Section 305.  Registration, Transfer and Exchange...........................................................22
    Section 306.  Mutilated, Destroyed, Lost and Stolen Notes...................................................23
    Section 307.  Payment of Interest; Rights to Interest Preserved.............................................24
    Section 308.  Persons Deemed Owners.........................................................................26
    Section 309.  Cancellation..................................................................................26
    Section 310.  Authentication and Delivery of the Notes......................................................27
    Section 311.  Computation of Interest.......................................................................27

ARTICLE FOUR - SATISFACTION AND DISCHARGE.......................................................................27

    Section 401.  Satisfaction and Discharge of Indenture.......................................................27
    Section 402.  Application of Trust Money....................................................................28

ARTICLE FIVE - REMEDIES.........................................................................................29

    Section 501.  Events of Default.............................................................................29
    Section 502.  Acceleration of Maturity; Rescission and Annulment............................................31
    Section 503.  Collection of Indebtedness and Suits for Enforcement by Trustee...............................32
    Section 504.  Trustee May File Proofs of Claim..............................................................32
    Section 505.  Trustee May Enforce Claims without Possession of Notes........................................33
    Section 506.  Application of Money Collected................................................................33
    Section 507.  Limitations on Suits..........................................................................34
    Section 508.  Unconditional Right of Holders to Receive Principal and Interest..............................35
    Section 509.  Restoration of Rights and Remedies............................................................35
    Section 510.  Rights and Remedies Cumulative................................................................35
    Section 511.  Delay or Omission Not Waiver..................................................................35
    Section 512.  Control by Holders of Notes...................................................................36
    Section 513.  Waiver of Past Defaults.......................................................................36
    Section 514.  Waiver of Stay or Extension Laws..............................................................36
    Section 515.  Undertaking for Costs.........................................................................37

ARTICLE SIX - THE TRUSTEE.......................................................................................37

    Section 601.  Certain Duties and Responsibilities...........................................................37
    Section 602.  Notice of Defaults............................................................................38
    Section 603.  Certain Rights of Trustee.....................................................................39
    Section 604.  Not Responsible for Recitals or Issuance of Notes.............................................40
    Section 605.  May Hold Notes................................................................................40
    Section 606.  Money Held in Trust...........................................................................40
    Section 607.  Compensation and Reimbursement................................................................40
    Section 608.  Corporate Trustee Required; Eligibility.......................................................41



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<PAGE>


    Section 609.  Resignation and Removal; Appointment of Successor.............................................41
    Section 610.  Acceptance of Appointment by Successor........................................................43
    Section 611.  Merger, Conversion, Consolidation or Succession to Business...................................44
    Section 612.  Appointment of Authenticating Agent...........................................................44

ARTICLE SEVEN - HOLDERS' LISTS AND REPORTS BY TRUSTEE AND
COMPANY.........................................................................................................47

    Section 701.  Company to Furnish Trustee Names and Addresses of Holders.....................................47
    Section 702.  Preservation of Information; Communications to Holders........................................47
    Section 703.  Reports by Trustee............................................................................47
    Section 704.  Reports by Company............................................................................48

ARTICLE EIGHT - CONSOLIDATION, MERGER AND SALES.................................................................49

    Section 801.  Company May Consolidate, Etc., Only on Certain Terms..........................................49
    Section 802.  Successor Person Substituted for Company......................................................50

ARTICLE NINE - SUPPLEMENTAL INDENTURES..........................................................................50

    Section 901.  Supplemental Indentures without Consent of Holders............................................50
    Section 902.  Supplemental Indentures with Consent of Holders...............................................51
    Section 903.  Execution of Supplemental Indentures..........................................................52
    Section 904.  Effect of Supplemental Indentures.............................................................52
    Section 905.  Reference in Notes to Supplemental Indentures.................................................52
    Section 906.  Record Date...................................................................................52

ARTICLE TEN - COVENANTS.........................................................................................53

    Section 1001. Payment of Principal and Interest.............................................................53
    Section 1002. Maintenance of Office or Agency...............................................................53
    Section 1003. Money for Note Payments to Be Held in Trust...................................................53
    Section 1004. Corporate Existence...........................................................................55
    Section 1005. Maintenance of Properties.....................................................................55
    Section 1006. Restrictions on Dividends and Other Payments..................................................56
    Section 1007. Insurance.....................................................................................56
    Section 1008. Payment of Taxes and Other Claims.............................................................56
    Section 1009. Books and Records.............................................................................57
    Section 1010. Statement by Officers as to Default...........................................................57
    Section 1011. Waiver of Certain Covenants...................................................................57


EXHIBIT A - GLOBAL NOTE PROVISIONS.............................................................................A-1

</TABLE>




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<PAGE>


59

         INDENTURE, dated as of April 24, 2002 (the "Indenture"), between THE
VALSPAR CORPORATION, a corporation duly organized and existing under the laws of
the State of Delaware (hereinafter called the "Company"), having executive
offices located at 1101 Third Street, Minneapolis, Minnesota 55415 and Bank One
Trust Company, N.A., a national banking association (hereinafter called the
"Trustee"), having its Corporate Trust Office at Bank One Plaza, Chicago,
Illinois 60670.

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its Promissory Notes
(hereinafter called the "Notes"), to be issued in one or more series as herein
provided. All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

         This Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder that are required to be part of this
Indenture and, to the extent applicable, shall be governed by such provisions.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the Notes
by the Holders (as hereinafter defined) thereof, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders from time to time
of the Notes or of series thereof, as follows:


                       ARTICLE ONE - DEFINITIONS AND OTHER
                        PROVISIONS OF GENERAL APPLICATION

         SECTION 101.      DEFINITIONS.

         Except as otherwise expressly provided in this Indenture or unless the
context otherwise requires, for all purposes of this Indenture:

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

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

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




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<PAGE>


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

                  (5) the word "or" is always used inclusively (for example, the
         phrase "A or B" means "A or B or both", not "either A or B but not
         both").

         Certain terms used principally in certain Articles hereof are defined
in those Articles.

         "ACCELERATION EVENT" has the meaning specified in Section 502.

         "ACQUIRED INDEBTEDNESS" means indebtedness of a Person existing at the
time such Person becomes a Subsidiary of the Company or assumed in connection
with the acquisition by the Company or a Subsidiary of the Company of assets
from such Person, and not incurred in connection with, or in anticipation of,
such Person becoming a Subsidiary of the Company or such acquisition.

         "ACT", when used with respect to any Holder, has the meaning specified
in Section 104.

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

         "AUTHENTICATING AGENT" means any Person authorized by the Trustee
pursuant to Section 612 to act on behalf of the Trustee to authenticate Notes of
one or more series.

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

         "BOARD OF DIRECTORS" means the board of directors of the Company or any
committee of that board duly authorized to act generally or in any particular
respect for the Company hereunder.

         "BOARD RESOLUTION" means a copy of one or more resolutions, certified
by the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the date
of such certification, delivered to the Trustee. Where any provision hereof
refers to action to be taken pursuant to a Board Resolution


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<PAGE>


(including establishment of any series of the Notes and the forms and terms
thereof), such action may be taken by any committee, officer or employee of the
Company authorized to take such action (generally or in any particular respect)
by a Board Resolution.

         "BUSINESS DAY", with respect to any Place of Payment or other location,
means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a Legal
Holiday in such Place of Payment or other location.

         "CERTIFICATE OF AUTHENTICATION" means the certificate set forth in
Section 303 or Section 612.

         "CERTIFICATED NOTE" means a Note which is not a Global Note.

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

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

         "COMPANY REQUEST" and "COMPANY ORDER" mean, respectively, a written
request or order, as the case may be, signed in the name of the Company by the
Chairman of the Board, a Vice Chairman of the Board, the Chief Executive
Officer, the President, a Vice President, the Chief Financial Officer, the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of
the Company, or by another officer of the Company duly authorized to sign by a
Board Resolution, and delivered to the Trustee.

         "CONSOLIDATED" when used in conjunction with any other defined term
means the aggregate amount of the items included within the defined term of the
Company on a consolidated basis, eliminating inter-company items.

         "CONSOLIDATED SUBSIDIARY" means a Subsidiary of the Company the
financial statements of which are included in the financial statements of the
Company and its Subsidiaries.

         "CORPORATE TRUST OFFICE" means the corporate trust office of the
Trustee at which at any particular time this Indenture shall be administered,
which office at the date of original execution of this Indenture is located at
Bank One Plaza, Chicago, Illinois 60670.

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

         "DEFAULTED INTEREST" has the meaning specified in Section 307.




                                       3
<PAGE>


         "DEFINITIVE NOTE" means a Note that is not a Temporary Note
contemplated by Section 304.

         "DEPOSITARY" means, with respect to any Notes of any series issued in
the form of one or more Global Notes, the Person designated as Depositary by the
Company in or pursuant to this Indenture, which Person must be, to the extent
required by applicable law or regulation, a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and any successor to such Person.
If at any time there is more than one such Person, "Depositary" shall mean, with
respect to any Notes of any series, the qualifying entity which has been
appointed with respect to such Notes of such series.

         "DERIVATIVE OBLIGATIONS" means any obligations of the Company to make
payment pursuant to the terms of any securities contracts and foreign currency
exchange contracts, derivative instruments, such as swap agreements (including
interest rate and currency and foreign exchange rate swap agreements), cap
agreements, floor agreements, collar agreements, interest rate agreements,
foreign exchange agreements, options, commodity futures contracts and commodity
options contracts other than obligations on account of indebtedness for money
borrowed ranking pari passu with or subordinate to the Notes.

         "EVENT OF DEFAULT" has the meaning specified in Section 501.

         "GLOBAL NOTE" means a Note evidencing all or part of a series of Notes,
issued to the Depositary or its nominee for such series, registered in the name
of such Depositary or nominee and containing the language set forth in Exhibit
A.

         "GOVERNMENT OBLIGATIONS" means direct obligations of the United States
of America, or any Person controlled or supervised by and acting as an agency or
instrumentality of such government, in each case where the payment or payments
thereunder are unconditionally guaranteed as a full faith and credit obligation
by such government and which are not callable or redeemable at the option of the
issuer or issuers thereof, and shall also include a depository receipt issued by
a bank or trust company as custodian with respect to any such Government
Obligation or a specific payment of interest on or principal of or other amount
with respect to any such Government Obligation held by such custodian for the
account of the holder of a depository receipt, PROVIDED that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
interest on or principal of or other amount with respect to the Government
Obligation evidenced by such depository receipt.

         "HOLDER", when used with respect to the Notes, means the Person in
whose name a Note is registered in the Note Register.

         "INDENTURE" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of any particular series of Notes established as
contemplated by Section 301; provided, however, that, if at any time more


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<PAGE>


than one Person is acting as Trustee under this instrument due to the
appointment of one or more separate Trustees for any one or more separate series
of Notes pursuant to Section 610, the term "Indenture" shall mean, with respect
to such series of Notes for which any such Person is Trustee, this instrument as
originally executed or as it may from time to time be supplemented or amended by
one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of any particular
series of Notes for which such Person is Trustee established as contemplated by
Section 301, exclusive, however, of any provisions or terms which relate solely
to other series of Notes for which such Person is not Trustee, regardless of
when such terms or provisions were adopted, and exclusive of any provisions or
terms adopted by means of one or more indentures supplemental hereto executed
and delivered after such Person had become such Trustee but to which such
person, as such Trustee, was not a party.

         "INDEPENDENT PUBLIC ACCOUNTANTS" means a nationally recognized firm of
accountants that, with respect to the Company, are independent public
accountants within the meaning of the Securities Act of 1933, as amended, and
the rules and regulations promulgated by the Commission thereunder, who may be
the independent public accountants regularly retained by the Company or who may
be other independent public accountants. Such accountants or firm shall be
entitled to rely upon any Opinion of Counsel as to the interpretation of any
legal matters relating to the Indenture or certificates required to be provided
hereunder.

         "INTEREST PAYMENT DATE" means the Stated Maturity of an installment of
interest on the Notes.

         "INITIAL INTEREST ACCRUAL DATE" as to any Note means the date from
which interest shall begin to accrue in connection with the original issuance of
such Note, which shall be the date as of which such Note originally issued by
the Company to the initial purchaser thereof shall be dated, and which shall be
the date upon which it was originally sold to such initial purchaser as
designated by the Company Order requesting authentication and delivery thereof.

         "ISSUE DATE" means the date on which the Notes are originally issued in
accordance with the terms of this Indenture.

         "LEGAL HOLIDAY" with respect to any Place of Payment or other location,
means a Saturday, a Sunday or a day on which banking institutions or trust
companies in such Place of Payment or other location are not authorized or
obligated to be open.

         "MATURITY" means the date on which the principal of the Notes or an
installment of principal becomes due and payable as provided in this Indenture,
whether at the Stated Maturity or by declaration of acceleration.

         "MONEY" with respect to any payment, deposit or other transfer pursuant
to or contemplated by the terms hereof, means United States dollars or other
equivalent unit of legal tender for payment of public or private debts in the
United States of America.




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<PAGE>


         "NOTE" or "NOTES" means any note or notes of any series, as the case
may be, authenticated and delivered under this Indenture; provided, however,
that if at any time there is more than one Person acting as Trustee hereunder,
the term "Notes" as to which such Person is Trustee shall mean Notes
authenticated and delivered hereunder, exclusive, however, of Notes of any
series as to which such Person is not Trustee.

         "NOTE REGISTER" AND "NOTE REGISTRAR" have the respective meanings
specified in Section 305.

         "OFFICE OR AGENCY" means an office or agency of the Company maintained
or designated in a Place of Payment for the Notes pursuant to Section 1002 or
any other office or agency of the Company maintained or designated for the Notes
pursuant to Section 1002 or, to the extent designated or required by Section
1002 in lieu of such office or agency, the Corporate Trust Office of the
Trustee.

         "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the Chief Executive Officer, the
President or a Vice President, and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of the Company, that complies with the
requirements of Section 314(e) of the Trust Indenture Act and is delivered to
the Trustee.

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be an
employee of or counsel for the Company or other counsel who shall be reasonably
acceptable to the Trustee, that complies with the requirements of Section 314
(e) of the Trust Indenture Act.

         "ORIGINAL ISSUE DISCOUNT NOTE" means any Note which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 502.

         "OUTSTANDING", when used with respect to any Notes, means, as of the
date of determination, all Notes of any series theretofore authenticated and
delivered under this Indenture, except:

                  (1) any Note theretofore canceled by the Trustee or the Note
         Registrar or delivered to the Trustee or the Note Registrar for
         cancellation;

                  (2) any Note or portion thereof for whose payment at the
         Maturity thereof Money in the necessary amount has been theretofore
         deposited pursuant hereto with the Trustee or any Paying Agent (other
         than the Company) in trust or set aside and segregated in trust by the
         Company (if the Company shall act as its own Paying Agent) for the
         Holders of the Notes;

                  (3) any Note with respect to which the Company has effected
         defeasance pursuant to Clause (1)(b) of Section 401 hereof; and




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<PAGE>


                  (4) any Note which has been paid pursuant to Section 306 or in
         exchange for or in lieu of which other Notes have been authenticated
         and delivered pursuant to this Indenture, unless there shall have been
         presented to the Trustee proof satisfactory to it that such Note is
         held by a bona fide purchaser in whose hands such Note is a valid
         obligation of the Company;

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

         "PAYING AGENT" means any Person authorized by the Company to pay the
principal of or interest on any Note on behalf of the Company.

         "PERIODIC OFFERING" means an offering of Notes of a series from time to
time the specific terms of which Notes, including without limitation the rate or
rates of interest (or formula for determining the rate or rates of interest), if
any, thereon, and the Stated Maturity or Maturities thereof, are to be
determined by the Company or its agents upon the issuance of such Notes.

         "PERSON" means any individual, Corporation, partnership, joint venture,
joint stock company, limited liability company, trust, unincorporated
organization or government or any agency or political subdivision thereof.

         "PLACE OF PAYMENT" has the meaning set forth in Section 301.

         "PREDECESSOR NOTE" of a Note means every previous Note evidencing all
or a portion of the same debt as that evidenced by such particular Note; and,
for the purposes of this definition, any Note authenticated and delivered under
Section 306 in exchange for or in lieu of a lost, destroyed, mutilated or stolen
Note shall be deemed to evidence the same debt as the lost, destroyed, mutilated
or stolen Note.

         "REGULAR RECORD DATE" for the interest payable on any Note of any
series on any Interest Payment Date therefor means the date specified in the
Note as the "Regular Record Date".

         "RESPONSIBLE OFFICER" means any officer of the Trustee assigned by the
Trustee to administer corporate trust matters and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.




                                       7
<PAGE>


         "RESTRICTED PAYMENT" has the meaning specified in Section 1006.

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

         "SENIOR INDEBTEDNESS" means, the principal of, premium, if any, and
interest on (1) (a) all indebtedness of the Company for money borrowed
(including indebtedness of others guaranteed by the Company) other than the
Notes, whether outstanding on the date hereof or thereafter created, assumed or
incurred, and (b) any amendments, renewals, extensions, modifications and
refundings of any such indebtedness, unless in the case of either (a) or (b) in
the instrument creating or evidencing any such indebtedness or pursuant to which
it is outstanding it is provided that such indebtedness is not Senior
Indebtedness, and (2) Derivative Obligations. For the purposes of this
definition, "indebtedness for money borrowed" is defined as (a) any obligation
of the Company for the repayment of borrowed money, whether or not evidenced by
bonds, debentures, notes or other written instruments, (b) any deferred payment
obligation of the Company for the payment of the purchase price of property or
assets evidenced by a note or similar instrument, and (c) any obligation of the
Company for the payment of rent or other amounts under a lease of property or
assets which obligation is required to be classified and accounted for as a
capitalized lease on the balance sheet of the Company under generally accepted
accounting principles; PROVIDED, HOWEVER, that the foregoing shall not include
any obligation that constitutes a trade payable or accrued liability arising in
the ordinary course of business.

         "SPECIAL RECORD DATE" for the payment of any Defaulted Interest on any
Note means a date fixed by the Trustee pursuant to Section 307.

         "STATED MATURITY" with respect to any Note or any installment of
principal thereof or interest thereon means the date established by this
Indenture or any supplemental indenture as the fixed date on which the principal
of such Note or such installment of principal or interest is due and payable.

         "SUBSIDIARY" means any Corporation of which at the time of
determination the Company or one or more Subsidiaries owns or controls directly
or indirectly more than 50% of the shares of Voting Stock.

         "TRANSFER RESTRICTIONS" has the meaning set forth in Section 305(b).

         "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Act or provision, as the case may be, as
amended or replaced from time to time or as supplemented from time to time by
rules or regulations adopted by the Commission under or in furtherance of the
purposes of such Act or provision, as the case may be.

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




                                       8
<PAGE>


         "UNITED STATES" except as otherwise provided herein, means the United
States of America (including the states thereof and the District of Columbia),
its territories and possessions and other areas subject to its jurisdiction.

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

         "VOTING STOCK" means stock of a Corporation of the class or classes
having general voting power under ordinary circumstances to elect at least a
majority of the board of directors, managers or trustees of such Corporation,
PROVIDED that, for the purposes hereof, stock which carries only the right to
vote conditionally on the happening of an event shall not be considered Voting
Stock whether or not such event shall have happened.

         SECTION 102.      COMPLIANCE CERTIFICATES AND OPINIONS.

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents or any of them is specifically required by any provision of
this Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

                  (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 each such individual,
         such individual has made such examination or investigation as is
         necessary to enable such individual to express an informed opinion as
         to whether or not such condition or covenant has been complied with;
         and

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




                                       9
<PAGE>


         SECTION 103.      FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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

         SECTION 104.      ACTS OF HOLDERS.

                  (1) 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. Except as herein
         otherwise expressly provided, such action shall become effective when
         such instrument or instruments are delivered to the Trustee and, where
         it is hereby expressly required, to the Company. Such instrument or
         instruments (and the action embodied therein and evidenced thereby) are
         herein sometimes referred to as the "Act" of the Holders signing such
         instrument or instruments. Proof of execution of any such instrument or
         of a writing appointing any such agent, or of the holding by any Person
         of a Note, shall be sufficient for any purpose of this Indenture and
         (subject to Section 315 of the Trust Indenture Act) conclusive in favor
         of the Trustee and the Company and any agent of the Trustee or the
         Company, if made in the manner provided in this Section.

                  Without limiting the generality of this Section, unless
         otherwise provided in or pursuant to this Indenture, a Holder,
         including a Depositary that is a Holder of a Global Note, may make,
         give or take, by a proxy, or proxies, duly appointed in writing, any
         request, demand, authorization, direction, notice, consent, waiver or
         other action provided


                                       10
<PAGE>


         in or pursuant to this Indenture to be made, given or taken by Holders,
         and a Depositary that is a Holder of a Global Note may provide its
         proxy or proxies to the beneficial owners of interests in any such
         Global Note through such Depositary's standing instructions and
         customary practices.

                  The Trustee shall fix a record date for the purpose of
         determining the Persons who are beneficial owners of interest in any
         Global Note held by a Depositary entitled under the procedures of such
         Depositary to make, give or take, by a proxy or proxies duly appointed
         in writing, any request, demand, authorization, direction, notice,
         consent, waiver or other action provided in or pursuant to this
         Indenture to be made, given or taken by Holders. If such a record date
         is fixed, the Holders on such record date or their duly appointed proxy
         or proxies, and only such Persons, shall be entitled to make, give or
         take such request, demand, authorization, direction, notice, consent,
         waiver or other action, whether or not such Holders remain Holders
         after such record date. No such request, demand, authorization,
         direction, notice, consent, waiver or other action shall be valid or
         effective if made, given or taken more than 90 days after such record
         date.

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

                  (3) The ownership, principal amount and serial numbers of
         Notes held by any Person, and the date of the commencement and the date
         of the termination of holding the same, shall be proved by the Note
         Register.

                  (4) If the Company shall solicit from the Holders of any Notes
         of any series any request, demand, authorization, direction, notice,
         consent, waiver or other Act, the Company may at its option (but is not
         obligated to), by Board Resolution, fix in advance a record date for
         the determination of Holders of Notes of such series entitled to give
         such request, demand, authorization, direction, notice, consent, waiver
         or other Act. 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 Notes
         of such series of record at the close of business on such record date
         shall be deemed to be Holders for the purpose of determining whether
         Holders of the requisite proportion of Outstanding Notes of such series
         have authorized or agreed or consented to such request, demand,
         authorization, direction, notice, consent, waiver or other Act, and for
         that purpose the Outstanding Notes of such series shall be computed as
         of such record date; PROVIDED that no such authorization, agreement or
         consent by the Holders of Notes of any series 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.




                                       11
<PAGE>


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

         SECTION 105.      NOTICES, ETC. TO TRUSTEE AND COMPANY.

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

                  (1) the Trustee by any Holder or the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing to or with the Trustee at its Corporate Trust Office,
         or

                  (2) the Company by the Trustee or any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class postage
         prepaid, or sent by facsimile and U.S. mail, first-class postage
         prepaid, to the Company addressed to the attention of its Chief
         Financial Officer at the address of its principal office specified in
         the first paragraph of this instrument or at any other address
         previously furnished in writing to the Trustee by the Company.

         SECTION 106.      NOTICE TO HOLDERS OF NOTES; WAIVER.

         Except as otherwise expressly provided in this Indenture, where this
Indenture provides for notice to Holders of Notes of any series of any event,
such notice shall be sufficiently given to Holders of Notes of such series if in
writing and mailed, first-class postage prepaid, to each Holder of a Note of a
series affected by such event, at such Holder's address as it appears in the
Note Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice.

         In any case where notice to Holders of Notes of any series is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Note of a series shall affect the
sufficiency of such notice with respect to other Holders of Notes of such
series. Any notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given or provided. In case by reason of
the suspension of regular mail service or by reason of any other cause it shall
be impracticable to give such notice by mail, then such notification as shall be
made with the approval of the Trustee shall constitute a sufficient notification
for every purpose hereunder.

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




                                       12
<PAGE>


         SECTION 107.      LANGUAGE OF NOTICES.

         Any request, demand, authorization, direction, notice, consent,
election or waiver required or permitted under this Indenture shall be in the
English language.

         SECTION 108.      CONFLICT WITH TRUST INDENTURE ACT.

         If any provision hereof limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act, such required provision
shall control.

         SECTION 109.      EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

         SECTION 110.      SUCCESSORS AND ASSIGNS.

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

         SECTION 111.      SEPARABILITY CLAUSE.

         In case any provision in this Indenture or in the Notes of any series
shall be invalid, illegal or unenforceable, either wholly or partially, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby, and such provisions shall be given
effect to the fullest extent permitted by law.

         SECTION 112.      BENEFITS OF INDENTURE.

         Nothing in this Indenture or in the Notes, express or implied, shall
give to any Person, other than the parties hereto, any Note Registrar, any
Paying Agent, any Authenticating Agent and their respective successors hereunder
and the Holders of Notes, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

         SECTION 113.      GOVERNING LAW.

         This Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
or instruments entered into and, in each case, performed in said state.


                                       13
<PAGE>


         SECTION 114.      LEGAL HOLIDAYS.

         In any case where any Interest Payment Date or Stated Maturity of any
Note shall be a Legal Holiday at any Place of Payment, then (unless otherwise
specified pursuant to this Indenture) payment need not be made at such Place of
Payment on such date, but may be made on the next succeeding day that is a
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date or at the Stated Maturity, and no interest shall
accrue on the amount payable on such date or at such time for the period from
and after such Interest Payment Date or Stated Maturity, as the case may be.

         SECTION 115.      SCHEDULES.

         Any Schedules attached hereto are by this reference made a part hereof
with the same effect as if herein set forth in full.

         SECTION 116.      COUNTERPARTS.

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


                           ARTICLE TWO - FORM OF NOTES

         SECTION 201.      FORMS GENERALLY.

         Each Note of any series issued pursuant to this Indenture, including
Global Notes, shall be in the form established by or pursuant to a Board
resolution or in one or more indentures supplemental hereto, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto and
may have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon as may be required to comply with any law or with
any rule or regulation of any stock exchange or national market system or as
may, consistently herewith, be determined by the officers executing such Note as
evidenced by their execution of such Note. The Notes shall be issuable without
coupons in fully registered form only. Any portion of the text of any Note may
be set forth on the reverse thereof, with an appropriate reference thereto on
the face of the Note.

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





                                       14
<PAGE>


         SECTION 202.      GLOBAL NOTES.

         Notes issued hereunder may be issued as one or more Global Notes.
Ownership of beneficial interests in a Global Note will be limited to persons
who have accounts with the Depositary ("participants") or persons who hold
interests through participants. Ownership of beneficial interests in a Global
Note will be shown on, and the transfer of the ownership interests will be
effected only through, records maintained by the Depositary or its nominee (with
respect to interests of participants) and the records of participants (with
respect to interests of persons other than participants). Any endorsement of any
Note in global form to reflect the amount, or any increase or decrease in the
amount, or changes in the rights of Holders, of Outstanding Notes represented
thereby shall be made in such manner and by such Person or Persons as shall be
specified therein or in the Company Order to be delivered pursuant to Section
303 or 304 with respect thereto. Subject to the provisions of Section 303 and,
if applicable, Section 304, the Trustee shall deliver and redeliver any Global
Note in permanent global form in the manner and upon instructions given by the
Person or Persons specified therein or in the applicable Company Order. If a
Company Order pursuant to Section 303 or 304 has been, or simultaneously is,
delivered, any instructions by the Company with respect to a Global Note shall
be in writing but need not be accompanied by or contained in an Officers'
Certificate and need not be accompanied by an Opinion of Counsel.


                            ARTICLE THREE - THE NOTES

         SECTION 301.      TITLE AND TERMS; ISSUABLE IN SERIES.

         The Notes may be issued in one or more series. There shall be
established, without the approval of any Holders or the Trustee, by or pursuant
to authority granted by one or more Board Resolutions, and, subject to Section
303, there shall be set forth in an Officers' Certificate, or established in one
or more indentures supplemental hereto, prior to the initial issuance of Notes
of any series, all or any of the following, as applicable:

                  (1) the title of the Notes of the series (which shall
         distinguish the Notes of the series from Notes of any other series);

                  (2) any limit upon the aggregate principal amount of the Notes
         of the series which may be authenticated and delivered hereunder
         (except for Notes authenticated and delivered upon registration of
         transfer of, or in lieu of, other Notes of the series pursuant to
         Sections 304, 305, or 306 and except for any Notes which, pursuant to
         Section 303, are deemed never to have been authenticated and delivered
         hereunder) and the absence of such limitation shall mean that the
         Company may issue from time to time additional Notes of such series
         without limitation as to aggregate principal amount;

                  (3) the Person to whom any interest on a Note of the series
         shall be payable, if other than the Person in whose name that Note (or
         one or more Predecessor Notes) is registered at the close of business
         on the Regular Record Date for such interest;




                                       15
<PAGE>


                  (4) the date or dates, or the method by which such date
         or dates are determined or extended, on which the principal or
         installments of principal and premium, if any, of the Notes of the
         series is or are payable;

                  (5) the rate or rates (which may be fixed or variable)
         at which the Notes of the series shall bear interest, if any, or the
         method by which such rate or rates shall be determined, the date or
         dates from which such interest shall accrue, the Interest Payment Dates
         on which such interest shall be payable, the Regular Record Date for
         the interest payable on any Interest Payment Date and the
         circumstances, if any in which the Company may defer interest payments
         and the basis upon which interest shall be calculated if other than
         that of a 360-day year of twelve 30-day months;

                  (6) the place or places, if any, where the principal of
         (and premium, if any) and interest on Notes of the series shall be
         payable, any Notes of the series may be surrendered for registration of
         transfer or exchange and notices and demands to or upon the Company
         with respect to the Notes of the series and this Indenture may be
         served, other than or in addition to the Corporate Trust Office of the
         Trustee;

                  (7) whether the Notes of the series will be convertible
         into shares of capital stock and/or exchangeable for other securities,
         and if so, the terms and conditions upon which such Notes will be so
         convertible or exchangeable, and any deletions from or modifications or
         additions hereto to permit or to facilitate the issuance of such
         convertible or exchangeable Notes or the administration thereof;

                  (8) the identity of each Note Registrar and Paying
         Agent, if other than or in addition to the Trustee;

                  (9) if the amount of principal of or any premium or
         interest on any Notes of the series may be determined by reference to
         an index or pursuant to a formula, the manner in which such amounts
         shall be determined;

                  (10) the applicability of, and any addition to or change
         in, the definitions currently set forth herein;

                  (11) if other than denominations of $1,000 or any amount
         in excess thereof which is an integral multiple of $1,000, the
         denominations in which Notes of the series shall be issuable;

                  (12) any other event or events of default applicable
         with respect to Notes of the series in addition to or in lieu of those
         provided in Section 501 or any event or events of default provided in
         Section 501 which will not be applicable to Notes of the series, and
         any change in the right of the Trustee or the Holders to declare the
         principal of or any premium or interest on such Notes due and payable;



                                       16

<PAGE>


                  (13) whether the Notes of the series will be Original
         Issue Discount Notes and, if so, the portion of the principal amount of
         Notes of the series which shall be payable upon declaration of
         acceleration of the Maturity thereof pursuant to Section 502;

                  (14) whether the Notes of the series shall be issued in
         whole or in part in the form of one or more Global Notes and, if so,
         (a) the Depositary with respect to such Global Note or Notes and (b)
         the circumstances under which any such Global Note may be exchanged for
         Notes registered in the name of, and any transfer of such Global Note
         may be registered to, a Person other than such Depositary or its
         nominee, if other than set forth in Section 305;

                  (15) if applicable, the period or periods within which
         or the date or dates on which, the price or prices at which and the
         terms and conditions upon which Notes of the series may be redeemed, in
         whole or in part, at the option of the Company or the Holder;

                  (16) any other covenant or warranty included for the
         benefit of the Notes of the series in addition to (and not inconsistent
         with) those set forth herein for the benefit of Notes of all series, or
         any other covenant or warranty included for the benefit of Notes of the
         series in lieu of any covenant or warranty set forth herein for the
         benefit of Notes of all series, or any provision that any covenant or
         warranty set forth herein for the benefit of Notes of all series shall
         not be for the benefit of Notes of such series, or any combination of
         such covenants, warranties or provisions and the applicability, if any,
         of the provisions of Section 1012 to such covenants and warranties;

                  (17) whether or not the Notes of the series will be
         subordinated in right of payment to Senior Indebtedness and the terms
         of any such subordination;

                  (18) any other terms of the series (which terms shall
         not be inconsistent with the provisions hereof, except as permitted by
         Section 901(5));

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

                  (20) the price at which the Notes shall be issued; and

                  (21) any special tax implications of the Notes.

         All Notes of any one series (other than Notes offered in a Periodic
Offering) shall be substantially identical except as to denomination and except
as may otherwise be provided by or pursuant to the Board Resolution referred to
above and, subject to Section 303, set forth, or determined in the manner
provided, in the Officers' Certificate referred to above or in any such
indenture supplemental hereto. All Notes of any one series need not be issued at
the same time. Unless otherwise provided, a series may be reopened without the
consent of the Holders of Notes of such series, for issuance of additional Notes
of such series.





                                       17
<PAGE>


         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

         With respect to Notes of a series offered in a Periodic Offering, such
Board Resolution and Officers' Certificate or supplemental indenture may provide
general terms or parameters for Notes of such series and provide either that the
specific terms of particular Notes of such series shall be specified in a
Company Order or that such terms shall be determined by the Company or its
agents in accordance with other procedures specified in a Company Order as
contemplated by Section 303.

         The principal of and interest on the Notes of any series shall be
payable at the Office or Agency of the Company ("PLACE OF PAYMENT") maintained
for such purposes pursuant to Section 1002; PROVIDED, HOWEVER, that, at the
option of the Company, payment of interest may be made (subject to collection)
(i) by check mailed to the address of the Person entitled thereto as such
address shall appear on the Note Register or (ii) by wire transfer to an account
maintained by the Person entitled thereto as specified in the Note Register.

         SECTION 302.      CURRENCY; DENOMINATIONS.

         The principal of and interest on the Notes of each series shall be
payable in United States dollars or other equivalent unit of legal tender for
payment of public or private debts in the United States of America. In the
absence of any specification with respect to the Notes of any series, Notes
shall be issuable in fully registered form only without coupons in denominations
of $1,000 and any integral multiple thereof.

         SECTION 303.      EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

         Notes shall be executed on behalf of the Company by its Chairman of the
Board, one of its Vice Chairmen of the Board, its Chief Executive Officer, its
President, its Chief Financial Officer, its Treasurer or one of its Vice
Presidents under its corporate seal reproduced thereon and attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Notes may be manual or facsimile.

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

         At any time and from time to time after the execution and delivery
hereof, the Company may deliver Notes of any series executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Notes, or, in the case of Notes offered in a
Periodic Offering, from time to time in accordance with such other procedures
(including, without limitation, the receipt by the Trustee of electronic
instructions from the Company or its duly authorized agents, promptly confirmed
in writing by the Company)


                                       18
<PAGE>


acceptable to the Trustee as may be specified from time to time by a Company
Order for establishing the specific terms of particular Notes being so offered,
and the Trustee in accordance with the Company Order shall authenticate and
deliver such Notes. If the form or forms or terms of the Notes of the series
have been established by or pursuant to one or more Board Resolutions as
permitted by Section 301, in authenticating such Notes and accepting the
additional responsibilities hereunder in relation to such Notes, the Trustee
shall be entitled to receive, and (subject to Section 601) shall be fully
protected in relying upon

         (a) an Opinion of Counsel stating:

                  (1) that the form or forms of such Notes have been
         established in conformity with the provisions thereof,

                  (2) that the terms of such Notes have been established in
         conformity with the provisions thereof,

                  (3) that authentication and delivery of such Notes and
         the execution and delivery of the supplemental indenture, if any, by
         the Trustee is authorized or permitted by the terms hereof,

                  (4) that the Company has the corporate power to issue,
         and has duly authorized, such Notes;

                  (5) that such Notes, when authenticated and delivered
         by the Trustee and issued by the Company in the manner and subject to
         any conditions specified in such Opinion of Counsel, will constitute
         valid and legally binding obligations of the Company, enforceable
         against the Company in accordance with their terms, subject to
         bankruptcy, insolvency, reorganization, moratorium, fraudulent
         conveyance or transfer and other laws of general applicability relating
         to or affecting the enforcement of creditors' rights and to general
         equity principles; and

                  (6) that the issuance of such Notes will not contravene
         the certificate of incorporation or bylaws of the Company or result in
         any violation of any of the terms or provisions of any law or
         regulation or of any indenture, mortgage or other agreement known to
         such Counsel by which the Company or its assets is bound, the violation
         of which would have a material adverse effect on the Company and its
         subsidiaries taken as a whole;

         (b)      an executed supplemental indenture, if any;

         (c)      a copy of the Board Resolution; and

         (d)      an Officers' Certificate;




                                       19
<PAGE>


provided, however, that, with respect to Notes of a series offered in a Periodic
Offering, the Trustee shall be entitled to receive such Opinion of Counsel in
connection only with the first authentication of each form of Notes of such
series and that the opinions described in clauses (a)(2) and (a)(5) above may
state, respectively, that

                  (1) if the terms of such Notes are to be established
         pursuant to a Company Order or pursuant to such procedures as may be
         specified from time to time by a Company Order, all as contemplated by
         a Board Resolution or action taken pursuant thereto, such terms will
         have been duly authorized by the Company and established in conformity
         with the provisions hereof; and

                  (2) that such Notes, when executed by the Company,
         completed, authenticated and delivered by the Trustee in accordance
         herewith, and issued and delivered by the Company and paid for, all in
         accordance with any agreement of the Company relating to the offering,
         issuance and sale of such Notes, will be duly issued hereunder and will
         constitute valid and legally binding obligations of the Company,
         enforceable in accordance with their terms, subject to bankruptcy,
         insolvency, reorganization, moratorium and other laws relating to or
         affecting generally the enforcement of creditors' rights and to general
         principles of equity.

         With respect to Notes of a series offered in a Periodic Offering, the
Trustee may rely conclusively, as to the authorization by the Company of any of
such Notes, the form or forms and terms thereof and the legality, validity,
binding effect and enforceability thereof, upon the Opinion of Counsel, Company
Order and other documents delivered pursuant to Section 301 and this Section, as
applicable, in connection with the first authentication of a form of Notes of
such series and it shall not be necessary for the Company to deliver such
Opinion of Counsel and other documents (except as may be required by the
specified other procedures, if any, referred to above) at or prior to the time
of authentication of each Note of such series unless and until the Trustee
receives actual notice that such Opinion of Counsel or other documents have been
superseded or revoked, and may assume compliance with any conditions specified
in such Opinion of Counsel (other than any conditions to be performed by the
Trustee). If such form or forms or terms have been so established, the Trustee
shall not be required to authenticate such Notes if the issue of such Notes
pursuant hereto will affect the Trustee's own rights, duties or immunities under
the Notes and this Indenture.

         The Company may establish by Company Order that the Notes of any series
to be issued hereunder shall be in the form of one or more Global Notes. The
Company shall execute and the Trustee shall, in accordance with this Section and
the Company Order with respect to such Notes, authenticate and deliver one or
more Global Notes in permanent form that (i) shall represent and shall be
denominated in an amount equal to the aggregate principal amount of the
Outstanding Notes to be represented by such Global Note or Notes, (ii) shall be
registered in the name of the Depositary for such Global Note or Notes or the
nominee of such Depositary, (iii) shall be delivered by the Trustee to such
Depositary or pursuant to such Depositary's instruction and (iv) shall bear a
legend substantially to the following effect: "Unless and until it is exchanged
in whole or in part for Notes in certificated form, this Note may not be
transferred except as a whole


                                       20
<PAGE>


by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary" or to such other effect as the Depositary and the Trustee
may agree.

         Each Note of a series shall be dated the date of its authentication.

         No Note of any series shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless there appears on
such Note a Certificate of Authentication substantially in the form provided
below executed by or on behalf of the Trustee by the manual signature of one of
its authorized officers, or a Certificate of Authentication in the form provided
in Section 612 executed by an Authenticating Agent:

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

Bank One Trust Company, N.A., as Trustee

By: ____________________________________
     Authorized Signature

Authentication Date: ____________________

Such certificate upon any Note of any series shall be conclusive evidence, and
the only evidence, that such Note has been duly authenticated and delivered
hereunder.

         SECTION 304.      TEMPORARY NOTES.

         Pending the preparation of Definitive Notes of any series, the Company
may execute and deliver to the Trustee and, upon Company Order, the Trustee
shall authenticate and deliver, in the manner provided in Section 303, temporary
Notes in lieu thereof which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the Definitive Notes of any series in lieu of which they are issued, in
registered form and with such appropriate insertions, omissions, substitutions
and other variations as the officers of the Company executing such Notes may
determine, as conclusively evidenced by their execution of such Notes.

         Except in the case of temporary Global Notes, which shall be exchanged
in accordance with the provisions thereof, if temporary Notes of any series are
issued, the Company shall cause Definitive Notes to be prepared without
unreasonable delay. After the preparation of Definitive Notes, such temporary
Notes shall be exchangeable for such Definitive Notes upon surrender of such
temporary Notes at an Office or Agency for such Notes, without charge to any
Holder thereof. Upon surrender for cancellation of any one or more temporary
Notes, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a like principal amount of Definitive Notes of authorized
denominations. Unless otherwise provided in or pursuant to this Indenture with
respect to a temporary Global Note, until so exchanged the temporary Notes shall
in all respects be entitled to the same benefits under this Indenture as
Definitive Notes.




                                       21
<PAGE>


         SECTION 305.      REGISTRATION, TRANSFER AND EXCHANGE.

         The Company shall cause to be kept a register (herein sometimes
referred to as the "NOTE REGISTER") at an Office or Agency maintained pursuant
to Section 1002 in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Notes of any
series and of transfers of the Notes. The Trustee is hereby initially appointed
as Note Registrar for the Notes. In the event that the Trustee shall cease to be
Note Registrar it shall have the right to examine the Note Register at all
reasonable times.

         Upon surrender for registration of transfer of any Note of any series
at the Office or Agency of the Company, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Notes, denominated as authorized in this
Indenture, of a like aggregate principal amount bearing a number not
contemporaneously outstanding and containing identical terms and provisions.

         At the option of the Holder, Notes of any series (except a Global Note
representing all of the Outstanding Notes) may be exchanged for other Notes, in
any authorized denominations, and of a like aggregate principal amount, upon
surrender of the Notes to be exchanged at such Office or Agency. Whenever any
Notes are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Notes which the Holder making the
exchange is entitled to receive.

         Whenever any Notes are surrendered for exchange as contemplated by the
immediately preceding two paragraphs, the Company shall execute, and the Trustee
shall authenticate and deliver, the Notes which the Holder making the exchange
is entitled to receive.

         No beneficial owner of an interest in a Global Note will be able to
transfer that interest except in accordance with the applicable procedures of
the Depositary (in addition to any other procedures specified herein).

         Notwithstanding the foregoing, except as otherwise provided in or
pursuant to this Indenture, no Global Note of any series shall be exchangeable
in whole or in part for Certificated Notes unless (i) the Depositary is at any
time unwilling, unable or ineligible to continue as Depositary and a successor
Depositary is not appointed by the Company within 90 days of the date the
Company is so informed in writing, (ii) the Company executes and delivers to the
Trustee a Company Order to the effect that such Global Note shall be so
exchangeable, or (iii) an Event of Default has occurred and is continuing with
respect to the Global Note of any series which entitles the Holders to
accelerate the maturity thereof. If the beneficial owners of interests in a
Global Note of any series are entitled to exchange such interests for
Certificated Notes of such series of like tenor and principal amount of any
authorized form and denomination as contemplated by Section 303, then without
unnecessary delay but in any event not later than the earliest date on which
such interests may be so exchanged, the Company shall deliver to the Trustee
Certificated Notes in such form and denominations as are required by or pursuant
to this Indenture, containing identical terms and in aggregate principal amount
equal to the principal amount of such Global Note, executed by the Company. On
or after the earliest date on which such interests may be so exchanged, such
Global Note shall be surrendered by the Depositary in


                                       22
<PAGE>


accordance with instructions given to the Trustee and the Depositary (which
instructions shall be in writing but need not be contained in or accompanied by
an Officers' Certificate or be accompanied by an Opinion of Counsel) as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose. Promptly following any such exchange in part,
such Global Note shall be returned by the Trustee to such Depositary in
accordance with the instructions of the Company referred to above. If a Note is
issued in exchange for any portion of a Global Note after the close of business
at the Office or Agency for such Note where such exchange occurs on or after (i)
any Regular Record Date for such Note and before the opening of business at such
Office or Agency on the next Interest Payment Date, or (ii) any Special Record
Date for such Note and before the opening of business at such Office or Agency
on the related proposed date for payment of interest or Defaulted Interest, as
the case may be, interest shall not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of such Note, but
shall be payable on such Interest Payment Date or proposed date for payment, as
the case may be, only to the Person to whom interest in respect of such portion
of such Global Note shall be payable in accordance with the provisions of this
Indenture.

         Notwithstanding any other provision of this Indenture, a Global Note of
any series may not be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary.

         All Notes of any series issued upon any registration of transfer or
exchange of Notes shall be the valid obligations of the Company evidencing the
same debt and entitling the Holders thereof to the same benefits under this
Indenture as the Notes surrendered upon such registration of transfer or
exchange.

         Every Note presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Note Registrar for such
Note) be duly endorsed by, or be accompanied by a written instrument of transfer
in form satisfactory to the Company and the Note Registrar duly executed by, the
Holder thereof or such Holder's attorney duly authorized in writing.

         No service charge shall be made for any registration of transfer or
exchange of Notes, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Notes, other than exchanges
pursuant to Section 304 or 905 not involving any transfer.

         As used in this Section 305, the term "transfer" encompasses any sale,
pledge, transfer or other disposition of any Notes referred to herein.

         SECTION 306.      MUTILATED, DESTROYED, LOST AND STOLEN NOTES.

         If any mutilated Note, including a Global Note, is surrendered to the
Trustee, subject to the provisions of this Section, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new Note
containing identical terms and of like principal amount and bearing a number not
contemporaneously outstanding.




                                       23
<PAGE>


         If there be delivered to the Company and to the Trustee (1) evidence to
their satisfaction of the destruction, loss or theft of any Note, including a
Global Note if the destroyed, lost or stolen Note was a Global Note, and (2)
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 Note has been acquired by a bona fide
purchaser, the Company shall execute and, upon the Company's request the Trustee
shall authenticate and deliver, in exchange for or in lieu of any such
destroyed, lost or stolen Note, a new Note of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding.

         Notwithstanding the foregoing provisions of this Section, in case any
mutilated, destroyed, lost or stolen Note of any series has become or is about
to become due and payable for any reason, the Company in its discretion may,
instead of issuing a new Note, pay such Note.

         Upon the issuance of any new Note 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 Note of any series issued pursuant to this Section in lieu of
any destroyed, lost or stolen Note shall constitute an additional original
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Note 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 Notes of that series duly issued hereunder.

         The provisions of this Section, as amended or supplemented pursuant to
this Indenture, shall be 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 Notes.

         SECTION 307.      PAYMENT OF INTEREST; RIGHTS TO INTEREST PRESERVED.

         Unless otherwise provided as contemplated by Section 301, any interest
on any Note of any series which shall be payable and is punctually paid or duly
provided for on any Interest Payment Date shall be paid to the Person in whose
name such Note (or one or more Predecessor Notes) is registered as of the close
of business on the Regular Record Date for such interest.

         Any interest on any Note of any series which shall be payable, but
shall not be punctually paid or duly provided for, on any Interest Payment Date
for such Note (herein called "DEFAULTED INTEREST") shall forthwith cease to be
payable to the Holder thereof on the relevant Regular Record Date by virtue of
having been a Holder on such date; and such Defaulted Interest shall be paid by
the Company, at its election in each case, as provided in Clause (1) or (2)
below:

                  (1) The Company may elect to make payment of any
         Defaulted Interest to the Person in whose name such Note of such series
         (or a Predecessor Note thereof) shall be registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. The Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on


                                       24
<PAGE>


         such Note and the date of the proposed payment, and at the same time
         the Company shall deposit with the Trustee an amount of Money equal to
         the aggregate amount proposed to be paid in respect of such Defaulted
         Interest or shall make arrangements satisfactory to the Trustee for
         such deposit on or prior to the date of the proposed payment. Such
         Money when so deposited shall be held in trust for the benefit of the
         Person entitled to such Defaulted Interest. Thereupon, the Trustee
         shall fix a Special Record Date for the payment of such Defaulted
         Interest which shall be not more than 15 days and not less than 10 days
         prior to the date of the proposed payment and not less than 10 days
         after the receipt by the Trustee of the notice of the proposed payment.
         The Trustee shall promptly notify the Company of such Special Record
         Date and, in the name and at the expense of the Company, shall cause
         notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor to be mailed, first-class postage prepaid,
         to the Holder of such Note (or a Predecessor Note thereof) at such
         Holder's address as it appears in the Note Register not less than 10
         days prior to such Special Record Date. In addition to the mailing, the
         Trustee may, in its discretion, in the name and at the expense of the
         Company cause a similar notice to be published at least once in an
         Authorized Newspaper of general circulation in each Place of Payment,
         but such publication shall not be a condition precedent to the
         establishment of such Special Record Date and the failure of a Holder
         to observe such published notice shall not entitle such Holder to
         additional benefits or interest with respect to such Holder's Notes.
         Notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor having been mailed as aforesaid, such
         Defaulted Interest shall be paid to the Person in whose name such Note
         of such series (or a Predecessor Note thereof) shall be registered at
         the close of business on such Special Record Date and shall no longer
         be payable pursuant to the following Clause (2).

                  (2) The Company may make payment of any Defaulted
         Interest in any other lawful manner not inconsistent with the
         requirements of any securities exchange or national market system on
         which the Notes may be listed, and upon such notice as may be required
         by such exchange or national market system, if, after notice given by
         the Company to the Trustee of the proposed payment pursuant to this
         Clause, such payment shall be deemed practicable by the Trustee.

         At the option of the Company, interest on any Note may be paid (i) by
mailing a check to the address of the Person entitled thereto as such address
shall appear in the Note Register, or (ii) by wire transfer to an account
maintained by the Person entitled thereto as specified in the Note Register.

         Subject to the foregoing provisions of this Section and Section 305,
each Note delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Note shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Note.




                                       25
<PAGE>


         SECTION 308.      PERSONS DEEMED OWNERS.

         Prior to due presentment of a Note for registration of transfer or
exchange, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Note is registered in the Note Register
as the owner of such Note for the purpose of receiving payment of principal of
and (subject to Sections 305 and 307) interest on such Note and for all other
purposes whatsoever, whether or not any payment with respect to such Note shall
be overdue, and neither the Company, nor the Trustee or any agent of the Company
or the Trustee shall be affected by notice to the contrary.

         Payments on Global Notes will be made to the Depositary, or its
nominee, as the registered owner thereof. Neither the Company, the Trustee nor
any paying agent will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the Global Notes or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

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

         SECTION 309.      CANCELLATION.

         All Notes surrendered for payment, registration of transfer or exchange
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee, and any such Notes, as well as Notes surrendered directly to the
Trustee for any such purpose, shall be canceled promptly by the Trustee. The
Company may at any time deliver to the Trustee for cancellation any Notes
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Notes so delivered shall be canceled
promptly by the Trustee. No Notes shall be authenticated in lieu of or in
exchange for any Notes canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Notes held by the Trustee shall be
destroyed by the Trustee, unless by a Company Order the Company directs their
return to it.




                                       26
<PAGE>


         SECTION 310.      AUTHENTICATION AND DELIVERY OF THE NOTES.

         Forthwith upon the execution and delivery of this Indenture, or from
time to time thereafter, Notes may be executed by the Company and delivered to
the Trustee for authentication, and shall thereupon be authenticated and
delivered by the Trustee upon Company Order, Board Resolution, or indentures
supplemental hereto.

         SECTION 311.      COMPUTATION OF INTEREST.

         Except as otherwise specified pursuant to Section 301 for the Notes of
any series, interest on the Notes shall be computed on the basis of a 360-day
year of twelve 30-day months. Interest shall be payable to and excluding any
Interest Payment Date and interest shall be payable to and excluding the
Maturity.


                    ARTICLE FOUR - SATISFACTION AND DISCHARGE

         SECTION 401.      SATISFACTION AND DISCHARGE OF INDENTURE.

         Upon the direction of the Company by a Company Order, this Indenture
shall cease to be of further effect with respect to any series of Notes and the
Trustee, on receipt of such Company Order, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture as to such series of Notes, when

                  (1)      either

                           (a) all Notes of such series theretofore
                  authenticated and delivered (other than (i) Notes which have
                  been destroyed, lost or stolen and which have been replaced or
                  paid as provided in Section 306 and (ii) Notes for whose
                  payment Money has theretofore been deposited in trust with the
                  Trustee or segregated and held in trust by the Company and
                  thereafter repaid to the Company or discharged from such
                  trust, as provided in Section 1003) have been delivered to the
                  Trustee for cancellation; or

                           (b) all Notes of such series not so theretofore
                  delivered to the Trustee for cancellation (i) have become due
                  and payable, or (ii) will become due and payable at their
                  Stated Maturity within one year, and the Company has
                  irrevocably deposited or caused to be deposited with the
                  Trustee, as trust funds and/or obligations in trust for such
                  purpose, Money and/or Government Obligations which through the
                  payment of interest and principal in respect thereof in
                  accordance with their terms, without consideration of any
                  reinvestment thereof, will provide not later than the opening
                  of business on the due dates of any payment of principal and
                  interest with respect thereto, or a combination thereof, Money
                  in an amount sufficient to pay and discharge the entire
                  indebtedness on


                                       27


<PAGE>


                  such Notes not theretofore delivered to the Trustee for
                  cancellation, including the principal thereof and interest
                  thereon, to the date of such deposit (in the case of Notes
                  which have become due and payable) or to the Maturity thereof,
                  as the case may be;

                  (2) the Company has paid or caused to be paid all other
         sums payable hereunder by the Company, including amounts owing to the
         Trustee; and

                  (3) the Company has delivered to the Trustee a certificate of
         Independent Public Accountants certifying as to the sufficiency of the
         amounts deposited pursuant to subclause (b) of Clause (1) of this
         Section for payment of the principal and interest on the dates such
         payments are due, and an Officers' Certificate and an Opinion of
         Counsel, each stating that all conditions precedent herein providing
         for or relating to the satisfaction and discharge of this Indenture
         have been complied with.

         Notwithstanding the satisfaction and discharge of this Indenture with
respect to a series of Notes, the obligations of the Company and the Trustee to
the Holders of Notes of other series not so satisfied and discharged, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 612, if any, and, if Money
and/or Government Obligations shall have been deposited with the Trustee
pursuant to subclause (b) of Clause (1) of this Section, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1003, shall survive.

         SECTION 402.      APPLICATION OF TRUST MONEY.

         Subject to the provisions of the last paragraph of Section 1003, all
Money and Government Obligations deposited with the Trustee pursuant to Section
401 and all Money received by the Trustee in respect of Government Obligations
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Notes of each series and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and interest for
whose payment such Money has or Government Obligations have been deposited with
or received by the Trustee; but such Money and Government Obligations need not
be segregated from other funds of the Trustee except to the extent required by
law.





                                       28
<PAGE>


                             ARTICLE FIVE - REMEDIES

         SECTION 501.      EVENTS OF DEFAULT.

         "EVENT OF DEFAULT" wherever used herein with respect to Notes of any
series, and unless otherwise provided with respect to Notes of any series
pursuant to Section 301, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or be
effected by operation of law pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

                  (1) default in the payment of any interest on any Note
         of such series when such interest becomes due and payable, and
         continuance of such default for a period of 10 days; or

                  (2) default in the payment of the principal of any Note
         of such series when it becomes due and payable at its Maturity; or

                  (3) default in the performance, or breach, of any
         covenant or warranty of the Company in this Indenture or the Notes of
         such series (other than a covenant or warranty a default in the
         performance or the breach of which is elsewhere in this Section
         specifically dealt with or which expressly has been included herein
         solely for the benefit of a series of one or more Notes other than such
         series), and continuance of such default or breach for a period of 30
         days after there has been given, by registered or certified mail, to
         the Company by the Trustee or to the Company and the Trustee by the
         Holders of at least 25% in principal amount of the Outstanding Notes of
         such series a written notice specifying such default or breach and
         requiring it to be remedied and stating that such notice is a "Notice
         of Default" hereunder; or

                  (4) default in the payment at stated maturity of any
         indebtedness of the Company or any Subsidiary for money borrowed (not
         described above in paragraph (1) or (2)) in principal amount due at
         stated maturity in excess of $10,000,000, and such default shall
         continue, without being cured, waived or consented to and without such
         indebtedness being discharged, for a period of 30 days beyond any
         applicable period of grace, PROVIDED, HOWEVER, that the provisions of
         this Section 501(4) shall not apply to any indebtedness of the Company
         or any Subsidiary under which the rights and remedies of the lender in
         the event of default are limited to repossession or sale of property
         securing such obligation, with no recourse to the Company or any
         Subsidiary; or

                  (5) the occurrence of an event of default as defined in
         any mortgage, indenture or instrument under which there may be issued,
         or by which there may be secured or evidenced, any indebtedness of the
         Company or any Subsidiary for money borrowed (not described above in
         paragraph (3)) (or the payment of which is guaranteed by the Company),
         whether such indebtedness now exists or shall hereafter be created,
         PROVIDED, HOWEVER, that no such event of default shall constitute an
         Event of Default hereunder unless such event of default results in the
         acceleration of such indebtedness prior to its expressed maturity,
         which together with the principal amount of any such other


                                       29
<PAGE>


         indebtedness so caused to be accelerated, aggregates $10,000,000 or
         more at any one point in time and such default shall not have been
         cured or waived and such acceleration shall not have been rescinded or
         annulled, PROVIDED, HOWEVER, that the provisions of this Section 501(5)
         shall not apply to any indebtedness of the Company or any Subsidiary
         under which the rights and remedies of the lender in the event of
         default are limited to repossession or sale of property securing such
         obligation, with no recourse to the Company or any Subsidiary; or

                  (6) the entry by a court or agency or supervisory authority
         having competent jurisdiction of:

                           (a) a decree or order for relief in respect of
                  the Company or any Subsidiary in an involuntary proceeding
                  under any applicable bankruptcy, insolvency, reorganization or
                  other similar law and such decree or order shall remain
                  unstayed and in effect for a period of 60 consecutive days; or

                           (b) a decree or order adjudging the Company or
                  any Subsidiary to be insolvent, or approving a petition
                  seeking reorganization, arrangement, adjustment or composition
                  of the Company or any Subsidiary and such decree or order
                  shall remain unstayed and in effect for a period of 60
                  consecutive days; or

                           (c) a decree or order appointing any Person to
                  act as a custodian, receiver, liquidator, assignee, trustee or
                  other similar official of the Company or any Subsidiary or of
                  any substantial part of the property of the Company or any
                  Subsidiary, as the case may be, or ordering the winding up or
                  liquidation of the affairs of the Company or any Subsidiary
                  and such decree or order shall remain unstayed and in effect
                  for a period of 60 consecutive days; or

                  (7) the commencement by the Company or any Subsidiary
         of a voluntary proceeding under any applicable bankruptcy, insolvency,
         reorganization or other similar law or of a voluntary proceeding
         seeking to be adjudicated insolvent or the consent by the Company or
         any Subsidiary to the entry of a decree or order for relief in an
         involuntary proceeding under any applicable bankruptcy, insolvency,
         reorganization or other similar law or to the commencement of any
         insolvency proceeding against it, or the filing by the Company or any
         Subsidiary of a petition or answer or consent seeking reorganization or
         relief under any applicable law, or the consent by the Company or any
         Subsidiary to the filing of such petition or to the appointment of or
         taking possession by a custodian, receiver, liquidator, assignee,
         trustee or similar official of the Company or any Subsidiary or any
         substantial part of the property of the Company or any Subsidiary or
         the making by the Company or any Subsidiary of an assignment for the
         benefit of creditors, or the taking of corporate action by the Company
         or any Subsidiary in furtherance of any such action; or




                                       30
<PAGE>


                  (8) a final judgment, judicial decree or order for the
         payment of money in excess of $10,000,000 shall be rendered against the
         Company or any Subsidiary and such judgment, decree or order shall
         continue unsatisfied for a period of 60 days without a stay of
         execution; or

                  (9) any other Event of Default provided with respect to
         the Notes of such series pursuant to Section 301.

         SECTION 502.      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

         If an Event of Default occurs and is continuing (an "Acceleration
Event"), then the Trustee or the Holders of not less than 25% in principal
amount of the outstanding Notes of any series may declare the principal of all
the Notes of such series, and the interest accrued thereon, to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by the Holders), and upon any such declaration such amount shall become
immediately due and payable; provided, however, that any Event of Default
specified in Subsection 501(6) or Subsection 501(7) shall result in immediate
and automatic acceleration of maturity of the outstanding Notes of every series,
and the principal of all the Notes of every series and the interest accrued
thereon shall be due and payable immediately without notice, as if a declaration
of acceleration, as contemplated in this Section 502, had been made.

         At any time after such a declaration of acceleration has been made and
before a judgment or decree for payment of the Money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of not less
than a majority in principal amount of the Outstanding Notes of such series, by
written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if

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

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

                           (b) the principal of any Notes of such series which
                  have become due otherwise than by such declaration of
                  acceleration and interest thereon at the rate borne by such
                  Notes,

                           (c) to the extent that payment of such interest is
                  lawful, interest upon overdue installments of any interest at
                  the rate borne by such Notes, and

                           (d) all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel; and

                  (2) all Events of Default, other than the non-payment
         of the principal of and interest on Notes of such series which shall
         have become due solely by reason of such Acceleration Event, shall have
         been cured or waived as provided in Section 513.

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




                                       31
<PAGE>


         SECTION 503.      COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
                           BY TRUSTEE.

         The Company covenants that if an Event of Default occurs and is
continuing, the Company shall, upon demand of the Trustee, pay to the Trustee,
for the benefit of the Holders of such Notes, the whole amount of money then due
and payable (including any amount of money payable as a result of acceleration)
with respect to such Notes, with interest upon any overdue principal and, to the
extent that payment of such interest shall be legally enforceable, upon any
overdue installments of interest at the same rate of interest as is payable on
the principal amount of the Notes, and, in addition thereto, such further amount
of Money as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

         If the Company fails to pay the Money it is required to pay the Trustee
pursuant to the preceding paragraph forthwith upon the demand of the Trustee,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the Money so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Notes and collect the Money
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such Notes, wherever situated.

         If any Event of Default with respect to the Notes of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of such Notes by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the collection of all principal
and interest then due and payable hereunder (in the absence of any
acceleration), or the specific enforcement of any covenant or agreement in this
Indenture or such Notes or in aid of the exercise of any power granted herein or
therein, or to enforce any other proper remedy.

         The rights and remedies under this Section 503 are in addition to the
other rights and remedies available under this Article 5 or otherwise legally
available.

         SECTION 504.      TRUSTEE MAY FILE PROOFS OF CLAIM.

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

                  (1) to file and prove a claim for the whole amount of
         the principal and interest owing and unpaid in respect of the Notes of
         any series for which the Trustee acts as trustee and to file such other
         papers or documents as may be necessary or advisable in order to have
         the claims of the Trustee (including any claim for the reasonable


                                       32
<PAGE>


         compensation, expenses, disbursements and advances of the Trustee, its
         agents or counsel) and of the Holders of Notes of such series allowed
         in such judicial proceeding, and

                  (2) to collect and receive any Money or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Notes of such series to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments directly
to the Holders of Notes of such series, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and any other amounts due the Trustee under
Section 607.

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

         SECTION 505.      TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
                           NOTES.

         All rights of action and claims under this Indenture or any of the
Notes of any series may be prosecuted and enforced by the Trustee without the
possession of any of the Notes or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery or
judgment, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
shall be for the ratable benefit of each and every Holder of a Note of such
series in respect of which such judgment has been recovered.

         SECTION 506.      APPLICATION OF MONEY COLLECTED.

         Any Money collected by the Trustee with respect to any series of Notes
pursuant to this Article shall be applied in the following order, at the date or
dates fixed by the Trustee and, in case of the distribution of such Money on
account of principal or interest, upon presentation of the Notes of such series,
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee and any
         predecessor Trustee under Section 607;

                  SECOND: In the case where the Notes are subordinated to Senior
         Indebtedness, to the payment of amounts then due and unpaid to the
         holders of Senior Indebtedness, to the extent required by the terms of
         subordination.




                                       33
<PAGE>


                  THIRD: In the case the principal of the Notes of such series
         shall not have become due and payable, to the payment of the amounts
         then due and unpaid upon the Notes of such series for interest in
         respect of which or for the benefit of which such Money has been
         collected, in the order of the Maturity of the installments of such
         interest, with interest, to the extent that such interest is lawful and
         has been collected by the Trustee, upon overdue installments of
         interest at the rate borne by the Notes, such payments to be made
         ratably, without preference or priority of any kind, according to the
         aggregate amounts due and payable on such Notes for interest;

                  FOURTH: In the case the principal of the Notes of such series
         shall have become due and payable, to the payment of the amounts then
         due and unpaid upon the Notes for principal and interest in respect of
         which or for the benefit of which such Money has been collected, with
         interest, to the extent that such interest is lawful and has been
         collected by the Trustee, upon overdue installments of interest at the
         rate borne by the Notes, such payments to be made ratably, without
         preference or priority of any kind, according to the aggregate amounts
         due and payable on such Notes for principal and interest, respectively;
         and

                  FIFTH: The balance, if any, to the Person or Persons entitled
         thereto.

         SECTION 507.      LIMITATIONS ON SUITS.

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

                  (1) such Holder has previously given written notice to
         the Trustee of a continuing Acceleration Event or Event of Default;

                  (2) the Holders of not less than 25% in principal
         amount of the Outstanding Notes of such series shall have made written
         request to the Trustee to institute proceedings in respect of such
         Acceleration Event or Event of Default in its own name as Trustee
         hereunder;

                  (3) such Holder or Holders have offered to the Trustee
         indemnity satisfactory to the Trustee against the costs, fees, expenses
         and liabilities to be incurred in compliance with such request
         (including reasonable fees of counsel);

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

                  (5) no direction inconsistent with such written request
         has been given to the Trustee during such 60-day period by the Holders
         of a majority in principal amount of the Outstanding Notes of such
         series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture or any Note to accelerate amounts due under the Notes when the
Trustee could not accelerate such amounts or


                                       34
<PAGE>


otherwise exercise any remedies which the Trustee could not have exercised
hereunder, or any right to affect, disturb or prejudice the rights of any other
Holders, or to obtain or to seek to obtain priority or preference over any other
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all such Holders.

         SECTION 508.      UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL
                           AND INTEREST.

         Notwithstanding any other provision in this Indenture, but subject to
those limitations regarding acceleration which are applicable to the Trustee and
which are contained in Section 502, the Holder of any Note of any series shall
have the right, which is absolute and unconditional, to receive payment of the
principal of and (subject to Sections 305 and 307) interest on such Note on the
respective Stated Maturity or Maturities therefor specified in such Note and to
institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Holder.

         SECTION 509.      RESTORATION OF RIGHTS AND REMEDIES.

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

         SECTION 510.      RIGHTS AND REMEDIES CUMULATIVE.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Notes in the last paragraph of Section
306, and subject to Sections 502 and 503, no right or remedy herein conferred
upon or reserved to the Trustee or to each and every Holder of a Note is
intended to be exclusive of any other right or remedy, and every right and
remedy, to the extent permitted by law, shall be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         SECTION 511.      DELAY OR OMISSION NOT WAIVER.

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



                                       35
<PAGE>

         SECTION 512.      CONTROL BY HOLDERS OF NOTES.

         The Holders of a majority in principal amount of the Outstanding Notes
of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee with respect to the Notes, PROVIDED
that

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

                  (2) the Trustee may take any other action deemed proper
         by the Trustee which is not inconsistent with such direction, and

                  (3) subject to Section 601, the Trustee need not take
         any action which might be unjustly prejudicial to the rights of the
         other Holders of Notes not joining in such action.

         SECTION 513.      WAIVER OF PAST DEFAULTS.

         The Holders of not less than a majority in principal amount of the
Outstanding Notes of any series on behalf of the Holders of all the Notes of
such series may waive any past default hereunder and its consequences, except a
default

                  (1) in the payment of the principal of or interest on any Note
         of such series, or

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

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

         SECTION 514.      WAIVER OF STAY OR EXTENSION LAWS.

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




                                       36
<PAGE>


         SECTION 515.      UNDERTAKING FOR COSTS.

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

                            ARTICLE SIX - THE TRUSTEE

         SECTION 601.      CERTAIN DUTIES AND RESPONSIBILITIES.

                  (1) With respect to Notes of any series, except during
         the continuance of an Event of Default with respect to that series
         only,

                           (a) the Trustee undertakes to perform such duties,
                  and only such duties, as are specifically set forth in this
                  Indenture, and no implied covenants or obligations shall be
                  read into this Indenture against the Trustee; and

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

                  (2) With respect to Notes of any series, in case an
         Event of Default has occurred and is continuing with respect to that
         series only, the Trustee shall exercise such of the rights and powers
         vested in it by this Indenture, and use the same degree of care and
         skill in their exercise, as a prudent person would exercise or use
         under the circumstances in the conduct of such person's own affairs.




                                       37
<PAGE>


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

                           (a) this Subsection shall not be construed to limit
                  the effect of Subsection (1) of this Section;

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

                           (c) the Trustee shall not be liable with respect to
                  any action taken or omitted to be taken by it in good faith in
                  accordance with the direction of the Holders of a majority in
                  principal amount of the Outstanding Notes of any series,
                  relating to the time, method and place of conducting any
                  proceeding for any remedy available to the Trustee, or
                  exercising any trust or power conferred upon the Trustee,
                  under this Indenture with respect to the Notes of such series,
                  provided such direction shall not be in conflict with any rule
                  of law or with this Indenture; and

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

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

         SECTION 602.      NOTICE OF DEFAULTS.

         Within 90 days after the occurrence of any default hereunder with
respect to the Notes of any series, the Trustee shall transmit to the Holders of
Notes of such series, in the manner and to the extent provided in Section 313
(b) of the Trust Indenture Act, notice of such default hereunder actually known
to a Responsible Officer of the Trustee, unless such default shall have been
cured or waived; PROVIDED, HOWEVER, that, except in the case of a default in the
payment of the principal of or interest on any Note of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders of Notes of such
series; and PROVIDED, FURTHER, that in the case of any default of the character
specified in Section 501 (3) with respect to Notes of such series, no such
notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default.




                                       38
<PAGE>


         SECTION 603.      CERTAIN RIGHTS OF TRUSTEE.

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

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

                  (2) any request or direction of the Company mentioned
         herein shall be sufficiently evidenced by a Company Request or a
         Company Order and any resolution of the Board of Directors may be
         sufficiently evidenced by a Board Resolution;

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

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

                  (5) 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 of Notes of any series
         pursuant to this Indenture, unless such Holders shall have offered to
         the Trustee reasonable security or indemnity against the costs, fees,
         expenses and liabilities which might be incurred by it, including
         reasonable fees of counsel, in complying with such request or
         direction;

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

                  (7) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys and the Trustee shall not be responsible
         for any misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder.




                                       39
<PAGE>


         SECTION 604.      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES.

         The recitals contained herein and in the Notes of each series, except
the Trustee's Certificate of Authentication, shall be taken as the statements of
the Company and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Notes of any series,
except that the Trustee represents that it is duly authorized to execute and
deliver this Indenture, authenticate the Notes of any series and perform its
obligations hereunder. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of the Notes of any series
or the proceeds thereof. The Trustee shall not be responsible for any statement
made in any prospectus or similar document used to sell the Notes of any series,
except for statements regarding the Trustee in any Form T-1 application for
qualification of the Indenture.

         SECTION 605.      MAY HOLD NOTES.

         The Trustee, any Authenticating Agent, any Paying Agent, any Note
Registrar or any other Person that may be an agent of the Trustee or the
Company, in its individual or any other capacity, may become the owner or
pledgee of Notes and, subject to Sections 310(b) and 311 of the Trust Indenture
Act, may otherwise deal with the Company with the same rights it would have if
it were not Trustee, Authenticating Agent, Paying Agent, Note Registrar or such
other Person.

         SECTION 606.      MONEY HELD IN TRUST.

         Except as provided in Section 402 and Section 1003, Money held by the
Trustee in trust hereunder need not be segregated from other funds except to the
extent required by law and shall be held uninvested. The Trustee shall be under
no liability for interest on any Money received by it hereunder except as
otherwise agreed with the Company.

         SECTION 607.      COMPENSATION AND REIMBURSEMENT.

         The Company agrees:

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

                  (2) except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable costs,
         expenses, disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to the Trustee's negligence or bad faith; and




                                       40
<PAGE>


                  (3) to indemnify the Trustee and its agents for, and to
         hold them harmless against, any loss, liability or expense incurred
         without negligence or bad faith on their part, arising out of or in
         connection with the acceptance or administration of the trust
         hereunder, including the costs and expenses of defending themselves
         against any claim or liability in connection with the exercise or
         performance of any of their powers or duties hereunder.

         As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Notes upon all property
and funds held or collected by the Trustee as such, except funds held in trust
for the payment of principal of and interest on Notes of any series. "Trustee"
for the purposes of this Section includes any predecessor Trustee, but
negligence or bad faith of any Trustee shall not be attributed to any other
Trustee.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 501(6) or Section 501(7), the expenses
(including the reasonable compensation and the expenses and disbursements of
reasonable compensation and the expenses and disbursements of its counsel) and
the compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

         The obligations of the Company under this Section to compensate and
indemnify the Trustee and each predecessor Trustee and to pay or reimburse the
Trustee and each predecessor Trustee for expenses, disbursements and advances
shall constitute an additional obligation hereunder and shall survive the
satisfaction and discharge of this Indenture and the resignation or removal of
the Trustee and each predecessor Trustee.

         SECTION 608.      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

         There shall at all times be a Trustee hereunder that is a Corporation
organized and doing business under the laws of the United States of America, any
state thereof or the District of Columbia, authorized under such laws to
exercise corporate trust powers, or any other person permitted by the Trust
Indenture Act to act as trustee under an indenture qualified under the Trust
Indenture Act and that has a combined capital and surplus (computed in
accordance with Section 310(a)(2) of the Trust Indenture Act) of at least
$50,000,000. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

         SECTION 609.      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

                  (1) No resignation or removal of the Trustee and no
         appointment of a successor Trustee pursuant to this Article shall
         become effective until the acceptance of appointment by the successor
         Trustee pursuant to Section 610.




                                       41
<PAGE>


                  (2) The Trustee may resign at any time by giving
         written notice thereof to the Company. If the instrument of acceptance
         by a successor Trustee required by Section 610 shall not have been
         delivered to the Trustee within 30 days after the giving of such notice
         of resignation, the resigning Trustee may petition any court of
         competent jurisdiction for the appointment of a successor Trustee.

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

                  (4) If at any time:

                           (a) the Trustee shall fail to comply with the
                  obligations imposed upon it under Section 310(b) of the Trust
                  Indenture Act after written request therefor by the Company or
                  any Holder of a Note who has been a bona fide Holder of a Note
                  for at least six months, or

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

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

                  (5) If the Trustee shall resign, be removed or become
         incapable of acting, or if a vacancy shall occur in the office of
         Trustee for any cause, with respect to Notes of one or more series, the
         Company, by or pursuant to a Board Resolution, shall promptly appoint a
         successor Trustee with respect to the Notes of that or those series (it
         being understood that any such successor Trustee may be appointed with
         respect to the Notes of one or more or all of such series and that at
         any time there shall be only one Trustee with respect to the Notes of
         any particular series) and shall comply with the applicable
         requirements of Section 610. If, within one year after such
         resignation, removal or incapability, or the occurrence of such
         vacancy, a successor Trustee with respect to the Notes of any series
         shall be appointed by Act of the Holders of a majority in principal
         amount of the Outstanding Notes of such series delivered to the Company
         and the retiring Trustee, the successor Trustee so appointed shall,
         forthwith upon its acceptance of such appointment in accordance with
         the applicable requirements of Section 610, become the successor
         Trustee with respect to the Notes of such series and to that extent
         supersede the successor Trustee appointed by the Company. If no
         successor Trustee with respect to the Notes of any series shall have
         been so appointed by the Company or the Holders of Notes of such series
         and accepted appointment in the manner required by Section 610, any


                                       42
<PAGE>


         Holder of a Note of such series who has been a bona fide Holder of a
         Note of such series for at least six months may, on behalf of such
         Holder and all others similarly situated, petition any court of
         competent jurisdiction for the appointment of a successor Trustee with
         respect to the Notes of such series.

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

         SECTION 610.      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                  (1) In case of the appointment hereunder of a successor
         Trustee with respect to all Notes, every such successor Trustee so
         appointed shall execute, acknowledge and deliver to the Company and to
         the retiring Trustee an instrument accepting such appointment, and
         thereupon the resignation or removal of the retiring Trustee shall
         become effective and such successor Trustee, without any further act,
         deed or conveyance, shall become vested with all the rights, powers,
         trusts and duties hereunder of the retiring Trustee; but, on the
         request of the Company or the successor Trustee, such retiring Trustee
         shall, upon payment of its charges, execute and deliver an instrument
         transferring to such successor Trustee all the rights, powers and
         trusts of the retiring Trustee and shall duly assign, transfer and
         deliver to such successor Trustee all property and money held by such
         retiring Trustee hereunder.

                  (2) In case of the appointment hereunder of a successor
         Trustee with respect to the Notes of one or more (but not all) series,
         the Company, the retiring Trustee and each successor Trustee with
         respect to the Notes of one or more series shall execute and deliver an
         indenture supplemental hereto wherein each successor Trustee shall
         accept such appointment and which (a) shall contain such provisions as
         shall be necessary or desirable to transfer and confirm to, and to vest
         in, each successor Trustee all the rights, powers, trusts and duties of
         the retiring Trustee with respect to the Notes of that or those series
         to which the appointment of such successor Trustee relates, (b) if the
         retiring Trustee is not retiring with respect to all Notes, shall
         contain such provisions as shall be deemed necessary or desirable to
         confirm that all the rights, powers, trusts and duties of the retiring
         Trustee with respect to the Notes of that or those series as to which
         the retiring Trustee is not retiring shall continue to be vested in the
         retiring Trustee and (c) shall add to or change any of the provisions
         hereof as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee, it
         being understood that nothing herein or in such supplemental indenture
         shall constitute such Trustees co-trustees of the same trust and that
         each such Trustee shall be trustee of a trust or trusts hereunder
         separate and apart from any trust or trusts hereunder administered by
         any other such Trustee; and upon the execution and delivery of such
         supplemental


                                       43
<PAGE>


         indenture the resignation or removal of the retiring Trustee shall
         become effective to the extent provided therein and each such successor
         Trustee, without any further act, deed or conveyance, shall become
         vested with all the rights, powers, trusts and duties of the retiring
         Trustee with respect to the Notes of that or those series to which the
         appointment of such successor Trustee relates; but, on request of the
         Company or any successor Trustee, such retiring Trustee shall duly
         assign, transfer and deliver to such successor Trustee all property and
         money held by such retiring Trustee hereunder with respect to the Notes
         of that or those series to which the appointment of such successor
         Trustee relates. Whenever there is a successor Trustee with respect to
         one or more (but less than all) series of Notes issued pursuant hereto,
         the terms "Indenture" and "Notes" shall have the meanings specified in
         the provisos to the respective definitions of those terms in Section
         101 which contemplate such situation.

                  (3) Upon request of any such successor Trustee, the
         Company shall execute any and all instruments for more fully and
         certainly vesting in and confirming to such successor Trustee all such
         rights, powers and trusts referred to in paragraphs (1) or (2) of this
         Section, as the case may be.

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

         SECTION 611.      MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                           BUSINESS.

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

         SECTION 612.      APPOINTMENT OF AUTHENTICATING AGENT.

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




                                       44
<PAGE>


         Each Authenticating Agent shall be acceptable to the Company and,
except as provided in this Indenture, shall at all times be a Corporation that
would be permitted by the Trust Indenture Act to act as trustee under an
indenture qualified under the Trust Indenture Act, is authorized under
applicable law and by its charter to act as an Authenticating Agent and has a
combined capital and surplus (computed in accordance with Section 310(a) (2) of
the Trust Indenture Act) of at least $50,000,000. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect specified in this Section.

         Any Corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any Corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall be the successor of
such Authenticating Agent hereunder, provided such Corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating Agent.

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

         The Company agrees to pay each Authenticating Agent from time to time
reasonable compensation for its services under this Section. If the Trustee
makes such payments, it shall be entitled to be reimbursed for such payments,
subject to the provisions of Section 607.

         The provisions of Sections 308, 604 and 605 shall be applicable to each
Authenticating Agent.


                                       45
<PAGE>


         If an Authenticating Agent is appointed with respect to one or more
series pursuant to this Section, the Notes of such series may have endorsed
thereon, in addition to or in lieu of the Trustee's Certificate of
Authentication, an alternate Certificate of Authentication in substantially the
following form:

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


------------------------------------------------
As Authenticating Agent

By: _____________________________________________
     Authorized Signature

Authentication Date: ____________________







                                       46
<PAGE>


                  ARTICLE SEVEN - HOLDERS' LISTS AND REPORTS BY
                               TRUSTEE AND COMPANY

         SECTION 701.      COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
                           HOLDERS.

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

                  (1) semi-annually on January 1 and July 1 of each year,
         a list, in each case in such form as the Trustee may reasonably
         require, of the names and addresses of Holders of Notes of any series
         for which the Trustee acts as trustee as of the applicable date, and

                  (2) at such other times as the Trustee may request in
         writing, within 30 days after the receipt by the Company of any such
         request, a list of similar form and content as of a date not more than
         15 days prior to the time such list is furnished,

PROVIDED, HOWEVER, that so long as the Trustee is the Note Registrar no such
list shall be required to be furnished for Notes of any series for which the
Trustee acts as Note Registrar.

         SECTION 702.      PRESERVATION OF INFORMATION; COMMUNICATIONS TO
                           HOLDERS.

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

         Every Holder of Notes of any series, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company, the Trustee,
any Paying Agent nor any Note Registrar shall be held accountable by reason of
the disclosure of any such information as to the names and addresses of the
Holders of Notes in accordance with Section 312 of the Trust Indenture Act,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Section 312(b) of the Trust Indenture Act.

         SECTION 703.      REPORTS BY TRUSTEE.

                  (1) Within 60 days after May 15 of each year, beginning
         May 15, 2003, if required by Section 313(a) of the Trust Indenture Act,
         the Trustee shall transmit, pursuant to Section 313(c) of the Trust
         Indenture Act, a brief report dated as of such May 15 with respect to
         any of the events specified in said Section 313(a) which may have
         occurred since the later of the immediately preceding May 15 and the
         date of this Indenture.

                  (2) The Trustee shall transmit the reports required by
         Section 313(a) of the Trust Indenture Act at the times specified
         therein.

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




                                       47
<PAGE>


         SECTION 704.      REPORTS BY COMPANY.

         The Company, pursuant to Section 314(a) of the Trust Indenture Act,
shall:

                  (1) file with the Trustee, within 15 days after the
         Company is required to file the same with the Commission, copies of the
         annual reports and of the information, documents and other reports (or
         copies of such portions of any of the foregoing as the Commission may
         from time to time by rules and regulations prescribe) which the Company
         may be required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934; or, if the
         Company is not required to file information, documents or reports
         pursuant to either of said Sections, then it shall file with the
         Trustee and the Commission, in accordance with rules and regulations
         prescribed from time to time by the Commission, such of the
         supplementary and periodic information, documents and reports which may
         be required pursuant to Section 13 of the Securities Exchange Act of
         1934 in respect of a Note listed and registered on a national
         securities exchange or national market system as may be prescribed from
         time to time in such rules and regulations; provided that
         notwithstanding the requirements of such rules and regulations, so long
         as any Note is Outstanding the Company shall file with the Trustee at a
         minimum (a) as soon as practicable, but in any event no more than
         ninety (90) days, after the end of each fiscal year, copies of a
         balance sheet and statements of income and retained earnings of the
         Company as of the end of and for such fiscal year, audited by
         Independent Public Accountants, and (b) as soon as practicable, but in
         any event no more than forty-five (45) days, after the end of each
         quarterly fiscal period, except for the last quarterly fiscal period in
         each fiscal year, a summary statement (which need not be audited) of
         income and retained earnings of the Company for such period;

                  (2) file with the Trustee and the Commission, in
         accordance with rules and regulations prescribed from time to time by
         the Commission, such additional information, documents and reports with
         respect to compliance by the Company, as the case may be, with the
         conditions and covenants of this Indenture as may be required from time
         to time by such rules and regulations;

                  (3) transmit to the Holders of Notes of each series
         within 30 days after the filing thereof with the Trustee, in the manner
         and to the extent provided in Section 313(c) of the Trust Indenture
         Act, such summaries of any information, documents and reports required
         to be filed by the Company pursuant to paragraphs (a) and (b) of this
         Section as may be required by rules and regulations prescribed from
         time to time by the Commission; PROVIDED that notwithstanding the
         requirements of such rules and regulations, so long as the Company has
         a class of securities registered pursuant to the Securities Exchange
         Act of 1934, the Company shall transmit to the Holders of Notes of each
         series, in the manner and to the extent provided in Section 313(c) of
         the Trust Indenture Act, the information, documents and other reports
         of the Company as are furnished to the holders of such class of
         securities registered under the Securities Exchange Act of 1934;
         PROVIDED FURTHER that so long as any Note is Outstanding, the Company
         shall transmit to the Holders of Notes of each series at a minimum (a)
         as soon


                                       48
<PAGE>


         as practicable, but in any event no more than ninety (90) days, after
         the end of each fiscal year, copies of a balance sheet and statements
         of income and retained earnings of the Company as of the end of and for
         such fiscal year, audited by Independent Public Accountants, and (b) as
         soon as practicable, but in any event no more than forty-five (45)
         days, after the end of each fiscal quarterly period, except for the
         last quarterly fiscal period in each fiscal year, a summary statement
         (which need not be audited) of income and retained earnings of the
         Company for such period; and

                  (4) furnish to the Trustee the Officers' Certificates and
         notices required by Section 1010 hereof.


                 ARTICLE EIGHT - CONSOLIDATION, MERGER AND SALES

         SECTION 801.      COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

         Nothing contained in this Indenture shall prevent any consolidation or
merger of the Company with or into any other Person or Persons (whether or not
affiliated with the Company), or successive consolidations or mergers in which
the Company or its successor or successors shall be a party or parties, or shall
prevent any conveyance, transfer or lease of the property of the Company as an
entirety or substantially as an entirety, to any other Person (whether or not
affiliated with the Company); PROVIDED, HOWEVER, that:

                  (1) in case the Company shall consolidate with or merge
         into another Person or convey, transfer or lease its properties and
         assets substantially as an entirety to any Person, the entity formed by
         such consolidation or into which the Company is merged or the Person
         which acquires by conveyance or transfer, or which leases, the
         properties and assets of the Company substantially as an entirety shall
         be a Person organized and existing under the laws of the United States
         of America, any state thereof or the District of Columbia and shall
         expressly assume, by an indenture supplemental hereto, executed by the
         successor Person and delivered to the Trustee, in form satisfactory to
         the Trustee, the due and punctual payment of the principal of and
         interest on all the Notes and the performance of every other covenant
         of this Indenture on the part of the Company to be performed or
         observed;

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

                  (3) either the Company or the successor Person shall
         have delivered to the Trustee an Officers' Certificate and an Opinion
         of Counsel, stating that such consolidation, merger, conveyance,
         transfer or lease and such supplemental indenture comply with this
         Article and that all conditions precedent herein provided for relating
         to such transaction have been complied with.




                                       49
<PAGE>


         SECTION 802.      SUCCESSOR PERSON SUBSTITUTED FOR COMPANY.

         Upon any consolidation or merger or any conveyance, transfer or lease
of the properties and assets of the Company substantially as an entirety to any
Person in accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein;
and thereafter, except in the case of a lease to another Person, the predecessor
Person shall be released from all obligations and covenants under this Indenture
and the Notes.


                     ARTICLE NINE - SUPPLEMENTAL INDENTURES

         SECTION 901.      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

         Without the consent of any Holder of Notes of any series, the Company
(when authorized by or pursuant to a Board Resolution) and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental
hereto, which shall conform with the requirements of the Trust Indenture Act as
then in effect and be in form satisfactory to the Trustee, for any of the
following purposes:

                  (1) to evidence the succession of another Person to the
         Company, and the assumption by any such successor of the covenants of
         the Company herein and in the Notes; or

                  (2) to add to or change any of the provisions of this
         Indenture to change or eliminate any restrictions on the payment of
         principal of or interest on Notes of any series or to permit or
         facilitate the issuance of Notes of any series in uncertificated form,
         provided any such action shall not adversely affect the interests of
         the Holders of Notes of any series in any material respect; or

                  (3) to cure any ambiguity or to correct or supplement
         any provision herein which may be defective or inconsistent with any
         other provision herein, or to make any other provisions with respect to
         matters or questions arising under this Indenture which shall not
         adversely affect the interests of the Holders of Notes of any series in
         any material respect; or

                  (4) to supplement any of the provisions of this
         Indenture to such extent as shall be necessary to permit or facilitate
         the defeasance and discharge of any Notes of any series pursuant to
         Article Four; provided that any such action shall not adversely affect
         the interests of any Holder of a Note of any series in any material
         respect; or




                                       50
<PAGE>


                  (5) to add to the covenants of the Company for the
         benefit of the Holders of the Notes of each series (as shall be
         specified in such supplemental indenture or indentures) or to surrender
         any right or power herein conferred upon the Company; or

                  (6) to evidence and provide acceptance of the
         appointment of a successor Trustee hereunder; or

                  (7) to establish the form or terms of the Notes of any series
         as permitted by Sections 301 and 302..

         SECTION 902.      SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Notes of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company (when authorized by or pursuant to a Board Resolution), and
the Trustee may enter into one or more indentures supplemental hereto (which
shall conform with the requirements of the Trust Indenture Act as then in
effect) for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders of Notes of such series; PROVIDED, HOWEVER,
that no such supplemental indenture, without the consent of the Holder of each
Outstanding Note affected thereby, shall

                  (1) change the Stated Maturity of the principal of, or
         any installment of interest on, any affected Note, or change the rate
         of interest thereon or manner of calculation thereof or change any
         applicable redemption provisions, or change the Place of Payment,
         currency in which the principal of or interest on any Note, is payable,
         or impair the right to institute suit for the enforcement of any such
         payment on or after the Stated Maturity thereof, or

                  (2) reduce the percentage of principal amount of
         Outstanding Notes of any series which is required for consent to any
         such supplemental indenture, or for consent to any waiver (of
         compliance with certain provisions of this Indenture or certain
         defaults hereunder and their consequences) provided for in this
         Indenture, or

                  (3) modify any of the provisions of this Section, or
         Section 513 or Section 1011, except to increase any such percentage or
         to provide that certain other provisions of this Indenture cannot be
         modified or waived without the consent of the Holder of each
         Outstanding Note affected thereby.

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




                                       51
<PAGE>


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

         SECTION 903.      EXECUTION OF SUPPLEMENTAL INDENTURES.

         As a condition to executing, or accepting the additional trusts created
by, any supplemental indenture permitted by this Article or the modifications
thereby of the trust created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 315 of the Trust Indenture Act) shall be fully
protected in relying upon, an Opinion of Counsel and an Officers' Certificate
each stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

         SECTION 904.      EFFECT OF SUPPLEMENTAL INDENTURES.

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

         SECTION 905.      REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES.

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

         SECTION 906.      RECORD DATE.

         If the Company shall solicit from the Holders of any series any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders of such series entitled to consent to any
supplemental indenture, agreement or instrument or any waiver, and shall
promptly notify the Trustee of any such record date. If a record date is fixed
those Persons who were Holders of such series at such record date (or their duly
designated proxies), and only those Persons, shall be entitled to consent to
such supplemental indenture, agreement or instrument or waiver or to revoke any
consent previously given, whether or not such Persons continue to be Holders
after such record date. The record date shall be a date no more than 30 days
prior to the first solicitation of Holders generally in connection therewith and
no later than the date such solicitation is completed. No such consent shall be
valid or effective for more than six months after such record date. Subject to
applicable law, until any supplemental indenture, agreement,


                                       52
<PAGE>


instrument or waiver becomes effective, or a consent to it by a Holder of a Note
of such series shall cease to be valid and effective as set forth in the
preceding sentence, such consent is a continuing consent by the Holder and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note.

                             ARTICLE TEN - COVENANTS

         SECTION 1001.     PAYMENT OF PRINCIPAL AND INTEREST.

         The Company will duly and punctually pay the principal of and interest
on the Notes in accordance with the terms thereof and this Indenture. References
herein to "principal" shall include any premium payable in respect of such
principal.

         SECTION 1002.     MAINTENANCE OF OFFICE OR AGENCY.

         The Company shall maintain in each Place of Payment an Office or Agency
where Notes may be presented or surrendered for payment, where Notes may be
surrendered for registration, transfer or exchange and where notices and demands
to or upon the Company in respect of the Notes and this Indenture may be served.
The Company will give prompt written notice to the Trustee of the location, and
any change in the location, of such Office or Agency. The Company hereby
initially designates the Corporate Trust Office of the Trustee as its Office or
Agency for each of the foregoing purposes. If at any time the Company shall fail
to maintain any such required Office or Agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands 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.

         SECTION 1003.     MONEY FOR NOTE PAYMENTS TO BE HELD IN TRUST.

         If the Company shall at any time act as its own Paying Agent, it shall,
on or before each due date of the principal of or interest on the Notes of any
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum of Money sufficient to pay the principal or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided, and shall promptly notify the Trustee of its action or failure
so to act.

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




                                       53
<PAGE>


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

                  (1) hold all sums held by it for the payment of the
         principal of or interest on Notes of any series in trust for the
         benefit of the Persons entitled thereto until such sums shall be paid
         to such Persons or otherwise disposed of as provided in this Indenture;

                  (2) give the Trustee notice of any default by the
         Company (or any other obligor upon the Notes) in the making of any
         payment of principal or interest on the Notes of any series; and

                  (3) at any time during the continuance of any such
         default, upon the written request of the Trustee, forthwith pay to the
         Trustee all sums so held in trust by such Paying Agent.

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

         Any Money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of or interest on any
Note of any series and remaining unclaimed for five years after such principal
or interest shall have become due and payable shall be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Note shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust Money, and all liability
of the Company as trustee thereof, shall thereupon cease; PROVIDED, HOWEVER,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in an
Authorized Newspaper in each Place of Payment, or to be mailed to Holders of
Notes, or both, notice that such Money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication or mailing, any unclaimed balance of such Money then remaining will
be repaid to the Company.




                                       54
<PAGE>


         SECTION 1004.     CORPORATE EXISTENCE.

         Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect the corporate
existence, rights (charter and statutory) and franchises of the Company and its
Subsidiaries, and shall comply with all statutes, rules, regulations and orders
of and restrictions imposed by governmental and administrative authorities and
agencies applicable to the Company and its Subsidiaries; PROVIDED, HOWEVER, that
the foregoing shall not obligate the Company to preserve any such right or
franchise if the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its
Subsidiaries and that the loss thereof is not disadvantageous in any material
respect to any Holder.

         SECTION 1005.     MAINTENANCE OF PROPERTIES.

         The Company will:

                  (1) cause its properties and the properties of its
         Subsidiaries (other than properties obtained by the Company or any
         Subsidiary through foreclosure or other resolution of any loan or
         properties subject to valid and binding leases with customers of the
         Company or any Subsidiary) used or useful in the conduct of the
         business of the Company and its Subsidiaries to be maintained and kept
         in good condition, repair and working order and supplied with all
         necessary facilities and equipment and will cause to be made all
         necessary repairs, renewals, replacements, betterments and improvements
         thereof, all as in the judgment of the Company may be necessary so that
         the business carried on in connection therewith may be properly and
         advantageously conducted at all times; PROVIDED, HOWEVER, that the
         foregoing shall not prevent the Company or a Subsidiary from
         discontinuing the operation and maintenance of any of its properties if
         such discontinuance is, in the judgment of the Company, desirable in
         the conduct of its business and not disadvantageous in any material
         respect to any Holder;

                  (2) take all appropriate steps to preserve, protect and
         maintain the trademarks, trade names, copyrights, licenses and permits
         used in the conduct of the business of the Company and its
         Subsidiaries; PROVIDED, HOWEVER, that the foregoing shall not prevent
         the Company or a Subsidiary from selling, abandoning or otherwise
         disposing of any such trademark, trade name, copyright, license or
         permit if such sale, abandonment or disposition is, in the judgment of
         the Company, desirable in the conduct of its business and not
         disadvantageous in any material respect to any Holder; and

                  (3) the Company and each of its Subsidiaries shall
         comply with all statutes, laws, ordinances, or government rules and
         regulations to which it is subject, noncompliance with which would
         materially adversely affect the business, prospects, earnings,
         properties, assets or condition (financial or otherwise) of the Company
         and its Subsidiaries taken as a whole; PROVIDED, HOWEVER, that the
         foregoing shall not require compliance with any statute, law,
         ordinance, rule or regulation which is being contested in good faith.




                                       55
<PAGE>


         SECTION 1006.     RESTRICTIONS ON DIVIDENDS AND OTHER PAYMENTS.

         The Company shall not (i) declare or pay any dividend, either in cash
or property, on any shares of its capital stock (except dividends or other
distributions payable solely in shares of capital stock of the Company) or (ii)
purchase, redeem or retire any shares of its capital stock or any warrants,
rights or options to purchase or acquire any shares of its capital stock or
(iii) make any other payment or distribution, either directly or indirectly
through any Subsidiary, in respect of its capital stock (such dividends,
purchases, retirements, payments and distributions being herein collectively
called "RESTRICTED PAYMENTS") if, after giving effect thereto, an Event of
Default shall have occurred or be continuing. Notwithstanding the foregoing, the
Company may make a previously declared Restricted Payment if the declaration of
such Restricted Payment was permitted under this Section when made. For purposes
of this Section, the amount of any Restricted Payment payable in property shall
be deemed to be the fair market value of such property as determined by the
Board of Directors of the Company.

         SECTION 1007.     INSURANCE.

         Subject to the right to sell, abandon or otherwise dispose of any
building or property whenever in the opinion of the Company the retention
thereof is inadvisable or not necessary to the business of the Company and its
Subsidiaries, the Company will at all times cause all buildings, equipment and
other insurable properties owned or operated by it or any Subsidiary to be
properly insured and kept insured with responsible insurance carriers, or
adequately insured by means of proper inter-insurance contracts, against loss or
damage by fire and other hazards, to the extent that such properties are usually
insured by Corporations owning or operating properties of a similar character;
PROVIDED, HOWEVER, that the foregoing shall not prevent the Company or any
Subsidiary from maintaining any self-insurance program if adequate reserves are
maintained in connection with such program.

         SECTION 1008.     PAYMENT OF TAXES AND OTHER CLAIMS.

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary and (2)
all lawful claims for labor, material and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; PROVIDED,
HOWEVER, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings and for which adequate reserves (in the good faith judgment of the
Company) have been established.




                                       56
<PAGE>


         SECTION 1009.     BOOKS AND RECORDS.

         The Company shall, and shall cause each Subsidiary to, at all times
keep proper books of record and account in which proper entries shall be made in
accordance with generally accepted accounting principles and, to the extent
applicable, regulatory accounting principles.

         SECTION 1010.     STATEMENT BY OFFICERS AS TO DEFAULT.

                  (1) The Company will deliver to the Trustee, within 45
         days after the end of each fiscal quarter, an Officers' Certificate,
         stating whether or not to the best knowledge of the signers thereof the
         Company is in default in the performance and observance of any of the
         terms, provisions and conditions of this Indenture (other than a term,
         provision or condition specifically dealt with in Clause (2) of this
         Section 1010) and, if the Company shall be in default, specifying all
         such defaults and the nature and status thereof of which they may have
         knowledge.

                  (2) The Company will deliver to the Trustee, within
         five days after the occurrence thereof, written notice of any event
         which after notice or lapse of time or both would become an Event of
         Default pursuant to Clause (4) of Section 501.

         SECTION 1011.     WAIVER OF CERTAIN COVENANTS.

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 1004 through 1009 (or any
other applicable covenants) with respect to the Notes of any series if before
the time for such compliance the Holders of at least a majority in principal
amount of the Outstanding Notes of such series, by Act of such Holders, either
shall waive such compliance in such instance or generally shall have waived
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.


                                    * * * * *


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




                                       57
<PAGE>


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

                                       THE VALSPAR CORPORATION


                                       By  /s/Paul C. Reyelts
                                       Name: Paul C. Reyelts
                                       Title:    Sr. V.P. & CFO

Attest:  /s/Tim Beastrom





                                       BANK ONE TRUST COMPANY, N.A., AS TRUSTEE


                                       By  /s/J. Morand
                                       Name:  J. Morand
                                       Title:    Vice President
Attest:  /s/Janice Ott Rotunno
         Vice President







                                       58
<PAGE>


STATE OF MINNESOTA         )
                           ) SS.
COUNTY OF HENNEPIN         )


         On the day of April 30, 2002, before me personally came Paul C.
Reyelts, to me known, who, being by me duly sworn, did depose and say that he is
the Sr. V.P. & CFO of THE VALSPAR CORPORATION, a Delaware corporation, one of
the persons described in and who executed the foregoing instrument; and that he
signed his name thereto by like authority.



                                  Notary Public

                                  /s/Eileen J. Biernat

[NOTARIAL SEAL]



STATE OF ILLINOIS          )
                           ) SS.
COUNTY OF COOK             )


         On the day of April 30, 2002, before me personally came J. Morand, to
me known, who, being by me duly sworn, did depose and say that s/he is Vice
President of Bank One Trust Company, N.A., a national banking association, one
of the persons described in and who executed the foregoing instrument; and that
s/he signed her/his name thereto by like authority.



                                  Notary Public

                                  /s/Caesar Frank Castro
[NOTARIAL SEAL]




                                       59
<PAGE>



                       EXHIBIT A - GLOBAL NOTE PROVISIONS



1.       PROVISION IN TEXT OF GLOBAL NOTE:
         ---------------------------------

         Unless and until it is exchanged in whole or in part for Certificated
Notes, this Note may not be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. Unless this Note
is presented by an authorized representative of the Depositary to the issuer or
its agent for registration of transfer, exchange or payment, and any Note issued
is registered in the name of ______________ or such other name as may be
requested by an authorized representative of the Depositary (and any payment is
made to _____________ or such other entity as may be requested by an authorized
representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, ____________, has an interest herein.


2.       SCHEDULE TO BE ATTACHED TO GLOBAL NOTES:
         ----------------------------------------

                  SCHEDULE OF EXCHANGES FOR CERTIFICATED NOTES

         The following exchanges of a part of the Global Note for Certificated
Notes have been made:

<TABLE>
<CAPTION>

                                                                         Principal Amount         Signature of
                          Amount of decrease     Amount of increase     of this Global Note    authorized officer
                                  in                     in               following such               of
                          Principal Amount of    Principal Amount of         decrease            Trustee or Note
   Date of Exchange        this Global Note       this Global Note         (or increase)            Custodian
   ----------------        ----------------       ----------------         -------------            ---------
<S>                        <C>                    <C>                      <C>                      <C>



</TABLE>



                                      A-1