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                                                                     EXHIBIT 4.5



                               DELPHI CORPORATION

                                       AND

                         BANK ONE, NATIONAL ASSOCIATION

                                     TRUSTEE





                                    INDENTURE





                           DATED AS OF _________, 2002





                          SUBORDINATED DEBT SECURITIES





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                                TABLE OF CONTENTS
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                                                                                                               PAGE

<S>                                                                                                              <C>
ARTICLE ONE DEFINITIONS...........................................................................................1

         SECTION 1.01. DEFINITIONS................................................................................1
         SECTION 1.02. NOTICE TO SECURITYHOLDERS.................................................................10

ARTICLE TWO ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF DEBT SECURITIES.......................................11

         SECTION 2.01. AMOUNT UNLIMITED; ISSUABLE IN SERIES......................................................11
         SECTION 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION...........................................14
         SECTION 2.03. FORM, EXECUTION, AUTHENTICATION, DELIVERY AND DATING OF DEBT SECURITIES...................14
         SECTION 2.04. DENOMINATIONS; RECORD DATE................................................................16
         SECTION 2.05. EXCHANGE AND REGISTRATION OF TRANSFER OF DEBT SECURITIES..................................17
         SECTION 2.06. TEMPORARY DEBT SECURITIES.................................................................18
         SECTION 2.07. MUTILATED, DESTROYED, LOST OR STOLEN DEBT SECURITIES......................................19
         SECTION 2.08. CANCELLATION..............................................................................20
         SECTION 2.09. COMPUTATION OF INTEREST...................................................................21
         SECTION 2.10. DEBT SECURITIES IN GLOBAL FORM............................................................21
         SECTION 2.11. MEDIUM-TERM SECURITIES....................................................................22
         SECTION 2.12. CUSIP NUMBERS.............................................................................22

ARTICLE THREE REDEMPTION OF DEBT SECURITIES......................................................................22

         SECTION 3.01. REDEMPTION OF DEBT SECURITIES.............................................................22
         SECTION 3.02. NOTICE OF REDEMPTION; SELECTION OF DEBT SECURITIES........................................23
         SECTION 3.03. PAYMENT OF DEBT SECURITIES CALLED FOR REDEMPTION..........................................24

ARTICLE FOUR PARTICULAR COVENANTS OF THE CORPORATION.............................................................25

         SECTION 4.01. PAYMENT OF PRINCIPAL, PREMIUM, INTEREST AND ADDITIONAL AMOUNTS............................25
         SECTION 4.02. OFFICES FOR NOTICES AND PAYMENTS, ETC.....................................................26
         SECTION 4.03. PROVISIONS AS TO PAYING AGENT.............................................................27
         SECTION 4.04. LUXEMBOURG PUBLICATIONS...................................................................28


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<S>                                                                                                              <C>

         SECTION 4.05. STATEMENT BY OFFICERS AS TO DEFAULT.......................................................28

ARTICLE FIVE SECURITYHOLDER LISTS AND REPORTS BY THE CORPORATION AND THE TRUSTEE.................................28

         SECTION 5.01. SECURITYHOLDER LISTS......................................................................28
         SECTION 5.02. PRESERVATION AND DISCLOSURE OF LISTS......................................................29
         SECTION 5.03. REPORTS BY THE CORPORATION................................................................30
         SECTION 5.04. REPORTS BY THE TRUSTEE....................................................................31

ARTICLE SIX REMEDIES ON DEFAULT..................................................................................31

         SECTION 6.01. EVENTS OF DEFAULT.........................................................................31
         SECTION 6.02. PAYMENT OF DEBT SECURITIES ON DEFAULT; SUIT THEREFOR......................................34
         SECTION 6.03. APPLICATION OF MONIES COLLECTED BY TRUSTEE................................................36
         SECTION 6.04. PROCEEDINGS BY SECURITYHOLDERS............................................................37
         SECTION 6.05. REMEDIES CUMULATIVE AND CONTINUING........................................................37
         SECTION 6.06. DIRECTION OF PROCEEDINGS..................................................................38
         SECTION 6.07. NOTICE OF DEFAULTS........................................................................39
         SECTION 6.08. UNDERTAKING TO PAY COSTS..................................................................39

ARTICLE SEVEN CONCERNING THE TRUSTEE.............................................................................40

         SECTION 7.01. DUTIES AND RESPONSIBILITIES OF TRUSTEE....................................................40
         SECTION 7.02. RELIANCE ON DOCUMENTS, OPINIONS, ETC......................................................41
         SECTION 7.03. NO RESPONSIBILITY FOR RECITALS, ETC.......................................................42
         SECTION 7.04. OWNERSHIP OF DEBT SECURITIES OR COUPONS...................................................42
         SECTION 7.05. MONIES TO BE HELD IN TRUST................................................................42
         SECTION 7.06. COMPENSATION AND EXPENSES OF TRUSTEE......................................................42
         SECTION 7.07. OFFICERS' CERTIFICATE AS EVIDENCE.........................................................43
         SECTION 7.08. CONFLICTING INTEREST OF TRUSTEE...........................................................43
         SECTION 7.09. ELIGIBILITY OF TRUSTEE....................................................................43
         SECTION 7.10. RESIGNATION OR REMOVAL OF TRUSTEE.........................................................44
         SECTION 7.11. ACCEPTANCE BY SUCCESSOR TRUSTEE...........................................................45
         SECTION 7.12. SUCCESSOR BY MERGER, ETC..................................................................46
         SECTION 7.13. LIMITATIONS ON RIGHTS OF TRUSTEE AS CREDITOR..............................................47

ARTICLE EIGHT CONCERNING THE SECURITYHOLDERS.....................................................................47

         SECTION 8.01. ACTION BY SECURITYHOLDERS.................................................................47
         SECTION 8.02. PROOF OF EXECUTION BY SECURITYHOLDERS.....................................................47

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                                       ii

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<S>                                                                                                              <C>
         SECTION 8.03. WHO ARE DEEMED ABSOLUTE OWNERS............................................................48
         SECTION 8.04. CORPORATION-OWNED DEBT SECURITIES DISREGARDED.............................................48
         SECTION 8.05. REVOCATION OF CONSENTS; FUTURE SECURITYHOLDERS BOUND......................................49
         SECTION 8.06. SECURITIES IN A FOREIGN CURRENCY..........................................................49

ARTICLE NINE SECURITYHOLDERS' MEETINGS...........................................................................50

         SECTION 9.01. PURPOSES OF MEETINGS......................................................................50
         SECTION 9.02. CALL OF MEETINGS BY TRUSTEE...............................................................51
         SECTION 9.03. CALL OF MEETINGS BY CORPORATION OR SECURITYHOLDERS........................................51
         SECTION 9.04. QUALIFICATION FOR VOTING..................................................................52
         SECTION 9.05. REGULATIONS...............................................................................52
         SECTION 9.06. VOTING....................................................................................53

ARTICLE TEN SUPPLEMENTAL INDENTURES..............................................................................53

         SECTION 10.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS...............................53
         SECTION 10.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS..................................55
         SECTION 10.03. COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL INDENTURES...................56
         SECTION 10.04. NOTATION ON DEBT SECURITIES..............................................................56

ARTICLE ELEVEN CONSOLIDATION, MERGER, SALE OR CONVEYANCE.........................................................57

         SECTION 11.01. CORPORATION MAY CONSOLIDATE, ETC., ON CERTAIN TERMS......................................57
         SECTION 11.02. SUCCESSOR CORPORATION SUBSTITUTED........................................................57
         SECTION 11.03. CERTIFICATE TO TRUSTEE...................................................................58

ARTICLE TWELVE SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONIES.........................................58

         SECTION 12.01. DISCHARGE OF INDENTURE...................................................................58
         SECTION 12.02. SATISFACTION, DISCHARGE AND DEFEASANCE OF DEBT SECURITIES OF ANY SERIES..................59
         SECTION 12.03. DEPOSITED MONIES TO BE HELD IN TRUST BY TRUSTEE..........................................60
         SECTION 12.04. PAYING AGENT TO REPAY MONIES HELD........................................................60
         SECTION 12.05. RETURN OF UNCLAIMED MONIES...............................................................61


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                                      iii


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<S>                                                                                                              <C>
ARTICLE THIRTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.................................61

         SECTION 13.01. INDENTURE AND DEBT SECURITIES SOLELY CORPORATE OBLIGATIONS...............................61

ARTICLE FOURTEEN MISCELLANEOUS PROVISIONS........................................................................62

         SECTION 14.01. BENEFITS OF INDENTURE RESTRICTED TO PARTIES AND SECURITYHOLDERS..........................62
         SECTION 14.02. PROVISIONS BINDING ON CORPORATION'S SUCCESSORS...........................................62
         SECTION 14.03. ADDRESSES FOR NOTICES, ETC...............................................................62
         SECTION 14.04. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.........................................62
         SECTION 14.05. LEGAL HOLIDAYS...........................................................................63
         SECTION 14.06. TRUST INDENTURE ACT TO CONTROL...........................................................63
         SECTION 14.07. EXECUTION IN COUNTERPARTS................................................................63
         SECTION 14.08. NEW YORK CONTRACT........................................................................63
         SECTION 14.09. JUDGMENT CURRENCY........................................................................63
         SECTION 14.10. SEVERABILITY OF PROVISIONS...............................................................64
         SECTION 14.11. CORPORATION RELEASED FROM INDENTURE REQUIREMENTS UNDER CERTAIN CIRCUMSTANCES.............64

ARTICLE FIFTEEN SINKING FUNDS....................................................................................64

         SECTION 15.01. APPLICABILITY OF ARTICLE.................................................................64
         SECTION 15.02. SATISFACTION OF SINKING FUND PAYMENTS WITH DEBT SECURITIES...............................65
         SECTION 15.03. REDEMPTION OF DEBT SECURITIES FOR SINKING FUND...........................................65

ARTICLE SIXTEEN REPAYMENT AT THE OPTION OF HOLDERS...............................................................66

         SECTION 16.01. APPLICABILITY OF ARTICLE.................................................................66
         SECTION 16.02. REPAYMENT OF DEBT SECURITIES.............................................................66
         SECTION 16.03. EXERCISE OF OPTION; NOTICE...............................................................66
         SECTION 16.04. ELECTION OF REPAYMENT BY REMARKETING ENTITIES............................................67
         SECTION 16.05. DEBT SECURITIES PAYABLE ON THE REPAYMENT DATE............................................68

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                                       iv


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<S>                                                                                                              <C>
ARTICLE SEVENTEEN SUBORDINATION OF DEBT SECURITIES...............................................................68

         SECTION 17.01. DEBT SECURITIES SUBORDINATE TO SENIOR DEBT...............................................68
         SECTION 17.02. TRUSTEE AND HOLDERS OF DEBT SECURITIES MAY RELY ON CERTIFICATE OF LIQUIDATING
                  AGENT; TRUSTEE MAY REQUIRE FURTHER EVIDENCE AS TO OWNERSHIP OF SENIOR DEBT; TRUSTEE
                  NOT FIDUCIARY TO HOLDERS OF SENIOR DEBT........................................................71
         SECTION 17.03. PAYMENT PERMITTED IF NO DEFAULT..........................................................72
         SECTION 17.04. TRUSTEE NOT CHARGED WITH KNOWLEDGE OF PROHIBITION........................................72
         SECTION 17.05. TRUSTEE TO EFFECTUATE SUBORDINATION......................................................73
         SECTION 17.06. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR DEBT...............................................73
         SECTION 17.07. ARTICLE APPLICABLE TO PAYING AGENTS......................................................73
         SECTION 17.08. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE CORPORATION OR
                  HOLDERS OF SENIOR DEBT.........................................................................73

ARTICLE EIGHTEEN CONVERSION OF CONVERTIBLE SECURITIES............................................................74

         SECTION 18.01. APPLICABILITY OF ARTICLE.................................................................74
         SECTION 18.02. RIGHT TO CONVERT.........................................................................74
         SECTION 18.03. EXERCISE OF CONVERSION PRIVILEGE; DELIVERY OF COMMON STOCK ON CONVERSION; NO
                  ADJUSTMENT FOR INTEREST OR DIVIDENDS...........................................................74
         SECTION 18.04. CASH PAYMENTS IN LIEU OF FRACTIONAL SHARES...............................................76
         SECTION 18.05. CONVERSION PRICE.........................................................................76
         SECTION 18.06. ADJUSTMENT TO CONVERSION PRICE...........................................................76
         SECTION 18.07. EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE................................80
         SECTION 18.08. TAXES ON SHARES ISSUED...................................................................80
         SECTION 18.09. SHARES TO BE FULLY PAID; COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS; LISTING OF
                  COMMON STOCK...................................................................................81
         SECTION 18.10. TRUSTEE NOT RESPONSIBLE..................................................................81
         SECTION 18.11. NOTICE TO HOLDERS PRIOR TO CERTAIN ACTIONS...............................................81
         SECTION 18.12. COVENANT TO RESERVE SHARES...............................................................82

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                                       v


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         The following is a comparison of provisions of Trust Indenture Act of
1939 with Indenture dated as of __________, 2002, between DELPHI CORPORATION and
BANK ONE, NATIONAL ASSOCIATION as Trustee;


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                           SECTION OF ACT                            SECTION OF INDENTURE

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<S>                        <C>                                      <C>
                              310(a)(1), (2)and (5)                                 7.09
                              310(a)(3) and (4)                           Not applicable
                              310(b)                                                7.08
                              310(c)                                      Not applicable
                              311(a) and (b)                                        7.13
                              311(c)                                      Not applicable
                              312(a)                                    5.01 and 5.02(a)
                              312(b) and (c)                             5.02(b) and (c)
                              313(a) and (b)                                     5.04(a)
                              313(c)                                             5.04(a)
                              313(d)                                             5.04(b)
                              314(a)                                                5.03
                              314(b)                                      Not applicable
                              314(c)(1) and (2)                                    14.04
                              314(c)(3)                                   Not applicable
                              314(d)                                      Not applicable
                              314(e)                                               14.04
                              315(a), (c) and (d)                                   7.01
                              315(b)                                                6.07
                              315(e)                                                6.08
                              316(a)(1)                                             6.06
                              316(a)(2)                                          Omitted
                              316(a) last sentence                                  8.04
                              316(b)                                                6.04
                              316(c)                                                9.02
                              317(a)                                                6.02
                              317(b)                                                4.03
                              318(a)                                               14.06

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This tie-sheet is not part of the Indenture as executed.





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         THIS INDENTURE, dated as of the _____day of __________, 2002 between
DELPHI CORPORATION, a corporation duly organized and existing under the laws of
the State of Delaware (hereinafter sometimes called the "Corporation"), party of
the first part, and BANK ONE, NATIONAL ASSOCIATION, a banking association duly
incorporated and existing under the laws of the United States of America, as
trustee hereunder (hereinafter sometimes called the "Trustee," which term shall
include any successor trustee appointed pursuant to Article Seven).

                                   WITNESSETH:

         WHEREAS, the Corporation deems it necessary or appropriate to issue
from time to time for its lawful purposes securities (hereinafter called the
"Debt Securities" or, in the singular, "Debt Security") evidencing its unsecured
indebtedness and has duly authorized the execution and delivery of this
Indenture to provide for the issuance of the Debt Securities in one or more
series, unlimited as to principal amount, to bear such rates of interest, to
mature at such time or times and to have such other provisions as shall be
established as hereinafter provided; and

         WHEREAS, the Corporation represents that all acts by it necessary to
constitute a valid indenture and agreement according to its terms have been done
and performed, and the execution of this Indenture has in all respects been duly
authorized by the Corporation, and the Corporation, in the exercise of legal
rights and power in it vested, is executing this Indenture;

         NOW, THEREFOR: In order to declare the terms and conditions upon which
the Debt Securities are authenticated, issued and received, and in consideration
of the premises, of the purchase and acceptance of the Debt Securities by the
Holders thereof and of the sum of one dollar to it duly paid by the Trustee at
the execution of these presents, the receipt whereof is hereby acknowledged, the
Corporation covenants and agrees with the Trustee, for the equal and
proportionate benefit of the respective Holders from time to time of the Debt
Securities, as follows:

                                  ARTICLE ONE

                                  DEFINITIONS

SECTION 1.01. DEFINITIONS. The terms defined in this Section (except as herein
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section. All other terms used in this
Indenture which are defined in the Trust Indenture Act of 1939 or which are by
reference therein defined in the Securities Act of 1933, as amended, shall have
the meanings (except as herein otherwise expressly provided or unless the
context otherwise clearly requires) assigned to

                                       1



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such terms in said Trust Indenture Act and in said Securities Act as in force at
the date of this Indenture as originally executed. The words "herein," "hereof"
and "hereunder" and other words of similar import refer to this Indenture as a
whole, including the Exhibits to this instrument, and not to any particular
Article, Section or other subdivision. Certain terms used wholly or principally
within an Article of this Indenture may be defined in that Article.

ADDITIONAL AMOUNTS:

         The term "Additional Amounts" shall mean any additional amounts which
are required by a Debt Security or by or pursuant to a Board Resolution under
circumstances specified therein, to be paid by the Corporation in respect of
certain taxes, assessments or governmental charges imposed on certain Holders of
Debt Securities and which are owing to such Holders of Debt Securities.

AFFILIATE:

         The term "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.

AUTHORIZED NEWSPAPER:

         The term "Authorized Newspaper" shall mean a newspaper in an official
language of the country of publication of general circulation in the place in
connection with which the term is used. If it shall be impracticable in the
opinion of the Trustee to make any publication of any notice required hereby in
an Authorized Newspaper, any publication or other notice in lieu thereof which
is made or given with the approval of the Trustee shall constitute a sufficient
publication of such notice.

BOARD OF DIRECTORS:

         The term "Board of Directors" shall mean the Board of Directors of the
Corporation or the Executive Committee or Finance Committee of the Corporation
or any committee established by the Board of Directors.

BOARD RESOLUTION:

         The term "Board Resolution" shall mean a resolution certified by the
Secretary or an Assistant Secretary of the Corporation to have been duly adopted
by the Board of

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Directors and to be in full force and effect on the date of such certification,
and delivered to the Trustee.

BUSINESS DAY:

         The term "Business Day" shall mean, with respect to any Debt Security,
a day (other than a Saturday or Sunday) that in the city (or in any of the
cities, if more than one) in which amounts are payable as specified on the face
of the form of such Debt Security, is neither a legal holiday nor a day on which
banking institutions are authorized or required by law, regulation or executive
order to close.

CLEARSTREAM:

         The term "Clearstream" means Clearstream Banking, Luxemborg, societe
anonyme.

CLOSING PRICE:

         The term "Closing Price" has the meaning specified in Section 18.06(d).

COMMISSION:

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

COMMON STOCK:

         The term "Common Stock" means when used with reference to the capital
stock of the Corporation, the class of stock which, at the date of execution of
this Indenture, is designated as common stock of the Corporation and stock of
any class or classes into which such common stock or any such other class may
thereafter be changed or reclassified.

CONVERSION PRICE:

         The term "Conversion Price" has the meaning specified in Section 18.05.

CONVERTIBLE SECURITIES:

         The term "Convertible Securities" means any series of Debt Securities
that are designated as such pursuant to Section 2.01.


                                       3

<PAGE>


CORPORATE TRUST OFFICE:

         The term "Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered, which office at the date hereof is located at 1111 Polaris
Parkway, Mail Suite OH1-0181, Columbus, Ohio 43240, except that, with respect to
presentation of Debt Securities for payment or registration of transfers and
exchanges and the location of the Security Registrar, such term means the office
or agency of the Trustee located at 55 Water Street, 1st Floor, Jeannette Park
Entrance, New York, New York 10041.

CORPORATION:

         The term "Corporation" shall mean the person named as the "Corporation"
in the first paragraph of this instrument until a successor corporation shall
have become such pursuant to the applicable provisions of this Indenture, and
thereafter "Corporation" shall mean such successor corporation.

CORPORATION ORDER:

         The term "Corporation Order" shall mean any request, order or
confirmation to the Trustee signed by a person designated pursuant to Section
2.03, which may be transmitted by telex, by telecopy or in writing.

COUPON:

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

COUPON SECURITY:

         The term "Coupon Security" shall mean any Debt Security authenticated
and delivered with one or more Coupons appertaining thereto.

CURRENCY:

         The term "Currency" means dollars or foreign currency.

DEBT SECURITIES:

         The term "Debt Securities" shall have the meaning stated in the first
recital of this Indenture and more particularly means any Debt Securities
authenticated and delivered under this Indenture.

                                       4

<PAGE>



DEPOSITORY:

         The term "Depository" shall mean, with respect to the Debt Securities
of any series issuable or issued in whole or in part in the form of one or more
Global Securities, the Person designated as Depository by the Corporation
pursuant to Section 2.01 until a successor Depository shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Depository" shall mean or include each Person who is then a Depository
hereunder, and if at any time there is more than one such Person, "Depository"
as used with respect to the Debt Securities of any such series shall mean the
Depository with respect to the Debt Securities of that series.

 EVENT OF DEFAULT:

         The term "Event of Default" shall mean any event specified as such in
Section 6.01.

GLOBAL SECURITY:

         The term "Global Security" shall mean a Registered Security or an
Unregistered Security evidencing all or part of a series of Debt Securities
issued to the Depository for such series in accordance with Section 2.03.

HOLDER:

         The terms "Holder," "Holder of Debt Securities," "Securityholder" or
other similar terms, shall mean (a) in the case of any Registered Security, the
person in whose name at the time such Debt Security is registered on the
registration books kept for that purpose in accordance with the terms hereof,
and (b) in the case of any Unregistered Security, the bearer of such Debt
Security.

INDENTURE:

         The term "Indenture" shall mean 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.

INTEREST PAYMENT DATE:

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


                                       5
<PAGE>



ISSUE DATE:

         The term "Issue Date" shall mean, with respect to any Debt Security,
whether evidenced by a Registered Security or an Unregistered Security, the date
such Debt Security is authenticated pursuant to Section 2.03.

MATURITY DATE:

         The term "Maturity Date" when used with respect to any Debt Security,
shall mean the date on which the principal of such Debt Security becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by
declaration or acceleration, call for redemption or exchange, prepayment at the
option of the Holder or otherwise.

OFFICERS' CERTIFICATE:

         The term "Officers' Certificate" shall mean a certificate signed on
behalf of the Corporation (and without personal liability), and complying with
Section 14.04, by the Chairman of the Board of Directors or the President or any
Vice President or the Treasurer and by the Secretary or any Assistant Secretary
or, if the other signatory is other than the Treasurer, any Assistant Treasurer
of the Corporation.

OPINION OF COUNSEL:

         The term "Opinion of Counsel" shall mean an opinion in writing,
complying with Section 14.04, signed by legal counsel who may be an employee of
or counsel to the Corporation or who may be other counsel acceptable to the
Trustee.

ORIGINAL ISSUE DISCOUNT SECURITIES:

         The term "Original Issue Discount Securities" shall mean any Debt
Securities that are initially sold at a discount from the principal amount
thereof and that provide upon an Event of Default for declaration of an amount
less than the principal amount thereof to be due and payable upon acceleration
thereof.

OUTSTANDING:

         The term "outstanding" when used with reference to Debt Securities,
shall, subject to the provisions of Section 8.01, Section 8.04 and Section 8.06,
mean, as of any particular time, all Debt Securities authenticated and delivered
by the Trustee under this Indenture, except

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


                                       6

<PAGE>


                  (b) Debt Securities, or portions thereof, for the payment or
redemption of which monies in the necessary amount shall have been deposited in
trust with the Trustee or with any paying agent (other than the Corporation) or
shall have been set aside and segregated in trust by the Corporation (if the
Corporation shall act as its own Paying Agent), provided, that if such Debt
Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as provided in Article Three, or provisions
satisfactory to the Trustee shall have been made for giving such notice; and

                  (c) Debt Securities in lieu of and in substitution for which
other Debt Securities shall have been authenticated and delivered pursuant to
the terms of Article Two, unless proof satisfactory to the Trustee is presented
that any such Debt Securities are held by bona fide Holders in due course.

PAYING AGENT:

         The term "Paying Agent" shall mean initially Bank One, National
Association and, subsequently, any other paying agent appointed by the
Corporation from time to time in respect of the Debt Securities.

PERSON:

         The term "person" shall mean any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company trust
or other entity, unincorporated organization or government or any agency or
political subdivision thereof.

PLACE OF PAYMENT:

         The term "Place of Payment," when used with respect to the Debt
Securities of any series, means the place or places where the principal of (and
premium, if any) and interest, if any, (and Additional Amounts, if any) on the
Debt Securities of that series are payable.

REDEMPTION DATE:

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

REDEMPTION PRICE:

         The term "Redemption Price," when used with respect to any Debt
Security to be redeemed, means the price at which it is to be redeemed pursuant
to this Indenture.

                                       7



<PAGE>


REGISTERED SECURITY:

         The term "Registered Security" shall mean any Debt Security registered
on the Security registration books of the Corporation.

REGULAR RECORD DATE:

         The term "Regular Record Date" for the interest payable on any Interest
Payment Date on the Debt Securities of any series means the date specified for
that purpose as contemplated by Sections 2.01 and 2.04.

REMARKETING ENTITY:

         The term "Remarketing Entity", when used with respect to Debt
Securities of any series that are repayable at the option of the Holders thereof
before their Stated Maturity, means any person designated by the Corporation to
purchase any such Debt Securities.

REPAYMENT DATE:

         The term "Repayment Date", when used with respect to any Debt Security
to be repaid upon exercise of option for repayment by the Holder, means the date
fixed for such repayment pursuant to this Indenture.

REPAYMENT PRICE:

         The term "Repayment Price", when used with respect to any Debt Security
to be repaid upon exercise of option for repayment by the Holder, means the
price at which it is to be repaid pursuant to this Indenture.

RESPONSIBLE OFFICER:

         The term "responsible officer" when used with respect to the Trustee
shall mean any officer assigned by the Trustee to administer its corporate trust
matters.

RIGHTS:

         The term "Rights" has the meaning specified in Section 18.06(c).

SECURITY REGISTER AND SECURITY REGISTRAR:

         The term "Security Register" and "Security Registrar" shall have the
respective meanings specified in Section 2.05.


                                       8
<PAGE>


SENIOR DEBT:

         The term "Senior Debt" means any obligation of the Corporation to its
creditors whether now outstanding or subsequently incurred other than (i) any
obligation as to which, in the instrument creating or evidencing the same or
pursuant to which the same is outstanding, it is provided that such obligation
is not Senior Debt, (ii) obligations evidenced by the Debt Securities, and (iii)
obligations that are expressly stated in the terms of the Debt Securities (or in
this Indenture, any indenture supplement, or any Officers' Certificate delivered
under Section 2.01 hereof with respect to such Debt Securities) not to be Senior
Debt.

SIGNIFICANT SUBSIDIARY:

         The term "Significant Subsidiary" shall mean any Subsidiary of the
Corporation that, at any time, has at least 5% of the consolidated revenues of
the Corporation and its Subsidiaries at such time as reflected in the most
recent annual audited consolidated financial Statements of the Corporation.

STATED MATURITY:

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

SUBSIDIARY:

         The term "Subsidiary" shall mean any corporation or other entity of
which at least a majority of the outstanding stock or other beneficial interests
having by the terms thereof ordinary voting power to elect a majority of the
board of directors or other governing body of such corporation or other entity
(irrespective of whether or not at the time stock or other beneficial interests
of another class or classes of such corporation or other entity shall have or
might have voting power by reason of the happening of any contingency) is at the
time owned by the Corporation, or by one or more Subsidiaries, or by the
Corporation and one or more Subsidiaries.

TRUST INDENTURE ACT OF 1939:

         The term "Trust Indenture Act of 1939" shall mean the Trust Indenture
Act of 1939, as amended.

                                       9


<PAGE>


UNITED STATES:

         The term "United States" shall mean the United States of America
(including the states thereof and the District of Columbia) and its possessions
(including the Commonwealth of Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands).

UNREGISTERED SECURITY:

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

U.S. DOLLAR:

         The term "U.S. Dollar" or "$" means a dollar or other equivalent unit
in such coin or currency of the United States of America as at the time shall be
legal tender for the payment of public and private debts.

SECTION 1.02. NOTICE TO SECURITYHOLDERS. Except as otherwise expressly provided
herein, where this Indenture provides for notice to Holders of Debt Securities
of any event, such notice shall be sufficiently given if in writing and mailed,
first class, postage prepaid, to each Holder at such Holder's address as it
appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for such notice.

         Neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Holder of a Debt Security shall affect the sufficiency
of such notice with respect to other Holders of Debt Securities.

         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 Debt Securities 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.

                                       10

<PAGE>



                                  ARTICLE TWO

                       ISSUE, EXECUTION, REGISTRATION AND
                           EXCHANGE OF DEBT SECURITIES

SECTION 2.01. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate principal
amount of Debt Securities that may be authenticated and delivered under this
Indenture is unlimited.

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

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

                  (2) any limit upon the aggregate principal amount of the Debt
Securities of the series which may be authenticated and delivered under this
Indenture (except for Debt Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Debt
Securities of the series pursuant to Section 2.05, 2.06, 2.07, 3.02, 10.04,
16.03, or 18.03);

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

                  (4) the rate or rates, which may be fixed or variable, at
which the Debt Securities of the series shall bear interest, if any, and if the
rate or rates are variable, the manner of calculation thereof, the date or dates
from which such interest shall accrue, the Interest Payment Dates on which such
interest shall be payable and, in the case of Registered Securities, the Regular
Record Date for the determination of Holders of such Debt Securities to whom
interest is payable on any Interest Payment Date;

                  (5) the place or places (in addition to such place or places
specified in this Indenture) where the principal of (and premium, if any),
interest, if any, and Additional Amounts, if any, on Debt Securities of the
series shall be payable;

                  (6) the right, if any, of the Corporation to redeem Debt
Securities of the Series, in whole or in part, at its option and the period or
periods within which, the price or prices at which and the terms and conditions
upon which Debt Securities of the series may be redeemed pursuant to any sinking
fund or otherwise;

                  (7) the obligation, if any, of the Corporation to redeem,
purchase or repay Debt Securities of the series pursuant to any mandatory
redemption, sinking fund



                                       11

<PAGE>

or analogous provisions or at the option of a Holder thereof and the period or
periods within which, the price or prices at which and the terms and conditions
upon which Debt Securities of the series shall be redeemed, purchased or repaid,
in whole or in part, pursuant to such obligation;

                  (8) if other than U.S. Dollars, the currency or currencies,
including Euros, in which the Debt Securities of the series shall be denominated
and in which payments of principal of (premium, if any), interest, if any, and
Additional Amounts, if any, payable with respect to such Debt Securities shall
or may be payable; the manner in which such currency or currencies will be
determined; and if the principal of (and premium, if any), interest, if any, and
Additional Amounts, if any, on the Debt Securities of such series are to be
payable, at the election of the Corporation or a Holder thereof, in a currency
or currencies, other than that or those in which the Debt Securities are stated
to be payable, the currency or currencies in which payment of the principal of
(and premium, if any), interest, if any, and Additional Amounts, if any, on Debt
Securities of such series as to which such election is made shall be payable,
and the periods within which and the terms and conditions upon which such
election is to be made;

                  (9) if the amount of principal of and interest on the Debt
Securities of the series may be determined with reference to an index based on a
currency or currencies other than that in which the Debt Securities of the
series are denominated, the manner in which such amounts shall be determined;

                  (10) the denominations in which Debt Securities of the series
shall be issuable, if other than U.S. $1,000 or integral multiples thereof, with
respect to Registered Securities, and denominations of U.S. $1,000 and U.S.
$5,000 for Unregistered Securities;

                  (11) if other than the principal amount thereof, the portion
of the principal amount of Debt Securities of the series which shall be payable
upon declaration of acceleration of the maturity thereof or which the Trustee
shall be entitled to claim pursuant to Section 6.02;

                  (12) whether the Debt Securities of the series will be
issuable as Registered Securities or Unregistered Securities (with or without
Coupons), or both, any restrictions applicable to the offer, sale or delivery of
Unregistered Securities and, if other than as provided for in Section 2.05, the
terms upon which Unregistered Securities of the series may be exchanged for
Registered Securities of such series and vice versa; and whether the Debt
Securities of the series shall be issued in whole or in part in the form of one
or more Global Securities and, in such case, the Depository for such Global
Security or Debt Securities and whether any Global Securities of the series are
to be issuable initially in temporary form and whether any Global Securities of
the series are to be issuable in definitive form with or without Coupons and, if
so, whether beneficial owners of interests in any such definitive Global
Security may exchange such interests for Debt

                                       12

<PAGE>



Securities of such series and of like tenor of any authorized form and
denomination, and the circumstances under which and the place or places where
any such exchanges may occur, if other than in the manner provided in Section
2.05;

                  (13) whether and under what circumstances the Corporation will
pay Additional Amounts on the Debt Securities of the series in respect of any
tax, assessment or governmental charge withheld or deducted and, if so, whether
the Corporation will have the option to redeem such Debt Securities rather than
pay such Additional Amounts;

                  (14) the provisions, if any, for the defeasance of the Debt
Securities of the series;

                  (15) if the Debt Securities of such series are to be issuable
in definitive form (whether upon original issue or upon exchange of a temporary
Debt Security of such series) only upon receipt of certain certificates or other
documents or satisfaction of other conditions, the form and terms of such
certificates, documents or conditions;

                  (16) except as otherwise provided herein, any trustees,
depositories, authenticating or paying agents, transfer agents, registrars or
any other agents with respect to the Debt Securities of such series;

                  (17) the percentage of their principal amount at which the
Debt Securities will be issued;

                  (18) any securities exchanges on which the Debt Securities
will be listed;

                  (19) whether the Debt Securities of the series are Convertible
Securities and the terms related thereto including the Conversion Price and the
date on which the right to convert expires; and

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

         All Debt Securities of any one series shall be substantially identical
except (i) as to denomination, (ii) that Debt Securities of any series may be
issuable as either Registered Securities or Unregistered Securities and (iii) as
may otherwise be provided in or pursuant to such Board Resolution and set forth
in such Officers' Certificate or in any such indenture supplemental hereto.

         If any of the terms of 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 any Assistant Secretary of the
Corporation and delivered to the Trustee at the




                                       13

<PAGE>


same time as or prior to the delivery of the Officers' Certificate setting forth
the terms of the series.

SECTION 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's
certificate of authentication shall be in the following form:

                {FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION}

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

                                                 Bank One, National Association,
                                                 as Trustee,

                                                 By:____________________________
                                                         Authorized Signatory

SECTION 2.03. FORM, EXECUTION, AUTHENTICATION, DELIVERY AND DATING OF DEBT
SECURITIES. The Debt Securities of each series and the Coupons, if any, to be
attached thereto, shall be in the forms approved from time to time by or
pursuant to a Board Resolution, or established in one or more indentures
supplemental hereto, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the Corporation may deem appropriate and as
are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any securities exchange on which the
Debt Securities may be listed, or to conform to usage.

         Each Debt Security and Coupon shall be executed on behalf of the
Corporation by its Chairman of the Board of Directors or the President or any
Vice President or its Treasurer and the Secretary or any Assistant Secretary,
or, if the other signatory is other than the Treasurer, any assistant Treasurer,
under its Corporate seal. Such signatures may be the manual or facsimile
signatures of the present or any future such officers. The seal of the
Corporation may be in the form of a facsimile thereof and may be impressed,
affixed, imprinted or otherwise reproduced on the Debt Securities.

         Each Debt Security and Coupon bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Corporation shall bind the Corporation, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Debt Security, or the Debt Security to which such Coupon
appertains. At any time and from time to time after the execution and delivery
of this Indenture, the Corporation may deliver Debt Securities of any series
executed by the Corporation and, in the case of Coupon Securities, having
attached thereto appropriate Coupons, to the Trustee for authentication,
together with a



                                       14



<PAGE>
Corporation Order for the authentication and delivery of such Debt Securities,
and the Trustee in accordance with such Corporation Order shall authenticate and
deliver such Debt Securities. If the form or terms of the Debt Securities or
Coupons of the series have been established in or pursuant to one or more Board
Resolutions as permitted by this Section and Section 2.01, in authenticating
such Debt Securities and accepting the additional responsibilities under this
Indenture in relation to such Debt Securities, the Trustee shall be entitled to
receive, and (subject to Section 7.01) shall be fully protected in relying upon,
an Opinion of Counsel stating:

                  (a) if the form of such Debt Securities or Coupons has been
established by or pursuant to Board Resolution as permitted by Section 2.01,
that such form has been established in conformity with the provisions of this
Indenture;

                  (b) if the terms of such Debt Securities have been established
by or pursuant to Board Resolution as Permitted by Section 2.01, that such terms
have seen established in conformity with the provisions of this Indenture; and

                  (c) that each such Debt Security and Coupon, when
authenticated and delivered by the Trustee and issued by the Corporation in the
manner and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Corporation, enforceable
in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other laws of general applicability
relating to or affecting the enforcement of creditors' rights and to general
equity principles, whether applied in a proceeding at law or in equity. If such
form or terms have been so established, the Trustee shall not be required to
authenticate such Debt Securities if the issue of such Debt Securities pursuant
to this Indenture will affect the Trustee's own rights, duties or immunities
under the Debt Securities and the Indenture or otherwise in a manner that is not
reasonably acceptable to the Trustee.

         Every Registered Security shall be dated the date of its
authentication. Each Unregistered Security shall be dated as provided in or
pursuant to the Board Resolution or supplemental indenture referred to in
Section 2.01 or, if no such terms are specified, the date of its original
issuance.

         No Debt Security shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Debt
Security a certificate of authentication substantially in the form provided for
herein executed by the Trustee by manual signature, and such certificate upon
any Debt Security shall be conclusive evidence, and the only evidence, that such
Debt Security has been duly authenticated and delivered hereunder and is
entitled to the benefits of this Indenture. Notwithstanding the foregoing, if
any Debt Security shall have been duly authenticated and delivered hereunder but
never issued and sold by the Corporation, and the Corporation shall deliver such
Debt Security to the Trustee for cancellation as provided in Section 2.08
together





                                       15
<PAGE>
with a written statement (which need not comply with Section 14.04 and need not
be accompanied by an Opinion of Counsel) stating that such Debt Security has
never been issued and sold by the Corporation, for all purposes of this
Indenture such Debt Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.

         If the Corporation shall establish pursuant to Section 2.01 that the
Debt Securities of a series are to be issued in whole or in part in the form of
a Global Security, then the Corporation shall execute and the Trustee shall in
accordance with this Section and the Corporation Order with respect to such
series authenticate and deliver the Global Security that (i) shall represent and
shall be denominated in an aggregate amount equal to the aggregate principal
amount of outstanding Debt Securities of such series to be represented by the
Global Security, (ii) shall be registered, if in registered form, in the name of
the Depository for such Global Security or the nominee of such Depository, and
(iii) shall be delivered by the Trustee to such Depository or pursuant to such
Depository's instructions.

         Each Depository designated pursuant to Section 2.01 for a Global
Security in registered form must, at the time of its designation and at all
times while it serves as Depository, be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and any other applicable statute or
regulation.

SECTION 2.04. DENOMINATIONS; RECORD DATE. The Debt Securities shall be issuable
as Registered Securities or Unregistered Securities in such denominations as may
be specified as contemplated in Section 2.01. In the absence of any such
specification with respect to any series, such Debt Securities shall be issuable
in the denomination contemplated by Section 2.01.

         The term "record date" as used with respect to an Interest Payment Date
(except a date for payment of defaulted interest) shall mean such day or days as
shall be specified in the terms of the Registered Securities of any particular
series as contemplated by Section 2.01; provided, however, that in the absence
of any such provisions with respect to any series, such term shall mean (1) the
last day of the calendar month next preceding such Interest Payment Date if such
Interest Payment Date is the fifteenth day of a calendar month; or (2) the
fifteenth day of a calendar month next preceding such Interest Payment Date if
such Interest Payment Date is the first day of the calendar month.

         The person in whose name any Registered Security is registered at the
close of business on the Regular Record Date with respect to an Interest Payment
Date shall be entitled to receive the interest payable and Additional Amounts,
if any, payable on such Interest Payment Date notwithstanding the cancellation
of such Registered Security upon any transfer or exchange thereof subsequent to
such Regular Record Date and prior to such Interest Payment Date; provided,
however, that if and to the extent the Corporation




                                       16
<PAGE>
shall default in the payment of the interest and Additional Amounts, if any, due
on such Interest Payment Date, such defaulted interest and Additional Amounts,
if any, shall be paid to the persons in whose names outstanding Registered
Securities are registered on a subsequent record date established by notice
given by mail by or on behalf of the Corporation to the Holders of Debt
Securities of the series in default not less than fifteen days preceding such
subsequent record date, such record date to be not less than five days preceding
the date of payment of such defaulted interest.

SECTION 2.05. EXCHANGE AND REGISTRATION OF TRANSFER OF DEBT SECURITIES.
Registered Securities of any series may be exchanged for a like aggregate
principal amount of Registered Securities of other authorized denominations of
such series. Registered Securities to be exchanged shall be surrendered at the
office or agency to be designated and maintained by the Corporation for such
purpose in the Borough of Manhattan, The City of New York, in accordance with
the provisions of Section 4.02, and the Corporation shall execute and register
and the Trustee shall authenticate and deliver in exchange therefor the
Registered Security or Registered Securities that the Holder making the exchange
shall been titled to receive.

         If the Debt Securities of any series are issued in both registered and
unregistered form, except as otherwise specified pursuant to Section 2.01, at
the option of the Holder thereof, Unregistered Securities of any series may be
exchanged for Registered Securities of such series of any authorized
denominations and of a like aggregate principal amount, upon surrender of such
Unregistered Securities to be exchanged at the agency of the Corporation that
shall be maintained for such purpose in accordance with Section 4.02, with, in
the case of Unregistered Securities that are Coupon Securities, all unmatured
Coupons and all matured Coupons in default thereto appertaining. At the option
of the Holder thereof, if Unregistered Securities of any series are issued in
more than one authorized denomination, except as otherwise specified pursuant to
Section 2.01, such Unregistered Securities may be exchanged for Unregistered
Securities of such series of other authorized denominations and of a like
aggregate principal amount, upon surrender of such Unregistered Securities to be
exchanged at the agency of the Corporation that shall be maintained for such
purpose in accordance with Section 4.02 or as specified pursuant to Section
2.01, with, in the case of Unregistered Securities that are Coupon Securities,
all unmatured Coupons and all matured Coupons in default thereto appertaining.
Unless otherwise specified pursuant to Section 2.01, Registered Securities of
any series may not be exchanged for Unregistered Securities of such series.
Whenever any Debt Securities are so surrendered for exchange the Corporation
shall execute, and the Trustee shall authenticate and deliver, the Debt
Securities that the Holder making the exchange is entitled to receive.

         The Corporation or its designated agent (the "Security Registrar")
shall keep, at such office or agency, a Security Register (the "Security
Register") in which, subject to such reasonable regulations as it may prescribe,
the Corporation shall register Debt




                                       17
<PAGE>
Securities and shall register the transfer of Registered Securities as provided
in this Article Two. The Security Register shall be in written form or in any
other form capable of being converted into written form within a reasonable
time. At all reasonable times the Security Register shall be open for inspection
by the Trustee. Upon due presentment for registration of transfer of any
Registered Security of a particular series at such office or agency, the
Corporation shall execute and the Corporation or the Security Registrar shall
register and the Trustee shall authenticate and deliver in the name of the
transferee or transferees a new Registered Security or Registered Securities of
such series for an equal aggregate principal amount.

         Unregistered Securities (except for any temporary bearer Debt
Securities) and Coupons shall be transferable by delivery.

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

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

         The Corporation shall not be required to exchange or register a
transfer of (a) any Registered Securities of any series for a period of fifteen
days next preceding any selection of Registered Securities of such series to be
redeemed, or (b) any Debt Security of any such series selected for redemption
except in the case of any such series to be redeemed in part, the portion
thereof not to be so redeemed.

         Notwithstanding anything herein or in the terms of any series of Debt
Securities to the contrary, neither the Corporation nor the Trustee (which shall
rely on an Officers' Certificate and an Opinion of Counsel) shall be required to
exchange any Unregistered Security for a Registered Security if such exchange
would result in adverse Federal income tax consequences to the Corporation
(including the inability of the Corporation to deduct from its income, as
computed for Federal income tax purposes, the interest payable on any Debt
Securities) under then applicable United States Federal income tax laws.

SECTION 2.06. TEMPORARY DEBT SECURITIES. Pending the preparation of definitive
Debt Securities of any series, the Corporation may execute and on receipt of a
Corporation Order the Trustee shall authenticate and deliver temporary Debt
Securities of such series (printed or lithographed). Temporary Debt Securities
of any series shall be issuable in any authorized denominations, and in the form
approved from time to time by or pursuant to a Board Resolution but with such
omissions, insertions and variations as





                                       18
<PAGE>
may be appropriate for temporary Debt Securities, all as may be determined by
the Corporation. Every temporary Debt Security shall be executed by the
Corporation and authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive Debt
Securities. Without unnecessary delay the Corporation shall execute and furnish
definitive Debt Securities of such series and thereupon any or all temporary
Registered Securities of such series may be surrendered in exchange therefor
without charge at the office or agency to be designated and maintained by the
Corporation for such purpose in the Borough of Manhattan, The City of New York,
in accordance with the provisions of Section 4.02 and in the case of
Unregistered Securities at any agency maintained by the Corporation for such
purpose as specified pursuant to Section 2.01, and the Trustee shall
authenticate and deliver in exchange for such temporary Debt Securities an equal
aggregate principal amount of definitive Debt Securities of the same series of
authorized denominations and in the case of such Debt Securities that are Coupon
Securities, having attached thereto the appropriate Coupons. Until so exchanged
the temporary Debt Securities of any series shall be entitled to the same
benefits under this Indenture as definitive Debt Securities of such series. The
provisions of this Section 2.06 are subject to any restrictions or limitations
on the issue and delivery of temporary Unregistered Securities of any series
that may be established pursuant to Section 2.01 (including any provision that
Unregistered Securities of such series initially be issued in the form of a
single global Unregistered Security to be delivered to a depositary or agency of
the Corporation located outside the United States and the procedures pursuant to
which definitive Unregistered Securities of such series would be issued in
exchange for such temporary global Unregistered Security).

SECTION 2.07. MUTILATED, DESTROYED, LOST OR STOLEN DEBT SECURITIES. In case any
temporary or definitive Debt Security of any series or, in the case of a Coupon
Security, any Coupon appertaining thereto, shall become mutilated or be
destroyed, lost or stolen, the Corporation in the case of a mutilated Debt
Security or Coupon shall, and in the case of a lost, stolen or destroyed Debt
Security or Coupon may, in its discretion, execute, and upon receipt of a
Corporation Order the Trustee shall authenticate and deliver, a new Debt
Security of the same series as the mutilated, destroyed, lost or stolen Debt
Security or, in the case of a Coupon Security, a new Coupon Security of the same
series as the mutilated, destroyed, lost or stolen Coupon Security or, in the
case of a Coupon, a new Coupon of the same series as the Coupon Security to
which such mutilated, destroyed, lost or stolen Coupon appertains, bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated Debt Security, or in lieu of and in substitution for the Debt Security
so destroyed, lost or stolen or in exchange for the Coupon Security to which
such mutilated, destroyed, lost or stolen Coupon appertains, with all
appurtenant Coupons not destroyed, lost or stolen. In every case the applicant
for a substituted Debt Security or Coupon shall furnish to the Corporation and
to the Trustee such security or indemnity as may be required by them to save
each of them harmless, and, in every case of destruction, loss or




                                       19
<PAGE>
theft, the applicant shall also furnish to the Corporation and to the Trustee
evidence to their satisfaction of the destruction, loss or theft of such Debt
Security or Coupon, as the case may be, and of the ownership thereof. Upon the
issuance of any substituted Debt Security or Coupon, the Corporation may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses connected
therewith and in addition a further sum not exceeding ten dollars for each Debt
Security so issued in substitution. In case any Debt Security or Coupon which
has matured or is about to mature shall become mutilated or be destroyed, lost
or stolen, the Corporation may, instead of issuing a substituted Debt Security,
pay or authorize the payment of the same (without surrender thereof except in
the case of a mutilated Debt Security or Coupon) if the applicant for such
payment shall furnish the Corporation and the Trustee with such security or
indemnity as they may require to save them harmless and, in case of destruction
loss or theft, evidence to the satisfaction of the Corporation and the Trustee
of the destruction, loss or theft of such Debt Security or Coupon and of the
ownership thereof.

         Every substituted Debt Security with, in the case of any such Debt
Security that is a Coupon Security, its Coupons, issued pursuant to the
provisions of this Section by virtue of the fact that any Debt Security or
Coupon is destroyed, lost or stolen shall, with respect to such Debt Security or
Coupon, constitute an additional contractual obligation of the Corporation,
whether or not the destroyed, lost or stolen Debt Security or Coupon shall be
found at any time, and shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Debt Securities, and the
Coupons appertaining thereto, duly issued hereunder.

         All Debt Securities and any Coupons appertaining thereto shall be held
and owned upon the express condition that the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Debt Securities and Coupons appertaining thereto and shall, to the extent
permitted by law, preclude any and all other rights or remedies, notwithstanding
any law or statute existing or hereafter enacted to the contrary with respect to
the replacement or payment of negotiable instruments or other securities without
their surrender.

SECTION 2.08. CANCELLATION. Unless otherwise provided with respect to a series
of Debt Securities, all Debt Securities and Coupons surrendered for payment,
redemption, repayment, transfer, exchange or credit against any sinking fund
payment pursuant to this Indenture, shall, if surrendered to the Corporation or
any agent of the Corporation or of the Trustee, be delivered to the Trustee and
promptly cancelled by it or, if surrendered to the Trustee, be cancelled by it,
and no Debt Securities or Coupons shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee
shall destroy cancelled Debt Securities and Coupons and deliver a certificate of
destruction to the Corporation.



                                       20
<PAGE>

SECTION 2.09. COMPUTATION OF INTEREST. Except as otherwise specified as
contemplated by Section 2.01 for Debt Securities of any series, interest on the
Debt Securities of each series shall be computed on the basis of a 360-day year
of twelve 30-day months.

SECTION 2.10. DEBT SECURITIES IN GLOBAL FORM. If Debt Securities of a series are
issuable in global form, as specified as contemplated by Section 2.01, then,
notwithstanding clause (9) of Section 2.01 and the provisions of Section 2.04,
such Global Security shall represent such of the outstanding Debt Securities of
such series as shall be specified therein and may provide that it shall
represent the aggregate amount of outstanding Debt Securities from time to time
endorsed thereon and that the aggregate amount of outstanding Debt Securities
represented thereby may from time to time be reduced to reflect exchanges. Any
endorsement of a Debt Security in global form to reflect the amount, or any
increase or decrease in the amount, of outstanding Debt Securities represented
thereby shall be made by the Trustee in such manner and upon instructions given
by such Person or Persons as shall be specified therein or in the Corporation
Order to be delivered to the Trustee pursuant to Section 2.03 or Section 2.06.
Subject to the provisions of Section 2.03 and, if applicable, Section 2.06, the
Trustee shall deliver and redeliver any Debt Security in definitive global
bearer form in the manner and upon written instructions given by the Person or
Persons specified therein or in the applicable Corporation Order. If a
Corporation Order pursuant to Section 2.03 or 2.06 has been, or simultaneously
is, delivered, any instructions by the Corporation with respect to endorsement
or delivery or redelivery of a Debt Security in global form shall be in writing
but need not comply with Section 14.04 and need not be accompanied by an opinion
of Counsel. The beneficial owner of a Debt Security represented by a definitive
Global Security in bearer form may, upon no less than 30 days written notice to
the Trustee, given by the beneficial owner through a Depository, exchange its
interest in such definitive Global Security for a definitive bearer Debt
Security or Debt Securities, or a definitive Registered Security or Debt
Securities, of any authorized denomination, subject to the rules and regulations
of such Depository and its members. No individual definitive bearer Debt
Security will be delivered in or to the United States.

         The provisions of the last sentence of the third to the last paragraph
of Section 2.03 shall apply to any Debt Security represented by a Debt Security
in global form if such Debt Security was never issued and sold by the
Corporation and the Corporation delivers to the Trustee the Debt Security in
global form together with written instructions (which need not comply with
Section 14.04 and need not be accompanied by an Opinion of Counsel) with regard
to the reduction in the principal amount of Debt Securities represented thereby
together with the written statement contemplated by the last sentence of the
third to the last paragraph of Section 2.03.



                                       21
<PAGE>
         Unless otherwise specified as contemplated by Section 2.01, payment of
principal of, and any premium and any interest on, any Debt Security in
definitive global form shall be made to the Person or Persons specified therein.

SECTION 2.11. MEDIUM-TERM SECURITIES. Notwithstanding any contrary provision
herein, if all Debt Securities of a series are not to be originally issued at
one time, it shall not be necessary to deliver the Corporation Order, Officers'
Certificate, supplemental indenture or Opinion of Counsel otherwise required
pursuant to Sections 2.01, 2.03, 2.06, and 14.04 at or prior to the time of
authentication of each Debt Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Debt Security of such series to be issued.

         An Officers' Certificate or supplemental indenture, delivered pursuant
to this Section 2.11 in the circumstances set forth in the preceding paragraph
may provide that Debt Securities which are the subject thereof will be
authenticated and delivered by the Trustee on original issue from time to time
upon the written order of persons designated in such Officers' Certificate or
supplemental indenture and that such persons are authorized to determine,
consistent with such Officers' Certificate or any applicable supplemental
indenture such terms and conditions of said Debt Securities as are specified in
such Officers' Certificate or supplemental indenture, provided that the
foregoing procedure is acceptable to the Trustee.

SECTION 2.12. CUSIP NUMBERS. The Corporation, in issuing the Debt Securities,
may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Debt Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Debt Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Corporation will promptly notify the Trustee of any change in the "CUSIP"
numbers.

                                 ARTICLE THREE

                          REDEMPTION OF DEBT SECURITIES

SECTION 3.01. REDEMPTION OF DEBT SECURITIES. Applicability Of Article.
Redemption of Debt Securities of any series as permitted or required by the
terms thereof shall be made in accordance with such terms and this Article;
provided, however, that if any provision of any series of Debt Securities shall
conflict with any provision of this Article, the provision of such series of
Debt Securities shall govern.

                                       22
<PAGE>
         The notice date for a redemption of Debt Securities shall mean the date
on which notice of such redemption is given in accordance with the provisions of
Section 3.02 hereof.

SECTION 3.02. NOTICE OF REDEMPTION; SELECTION OF DEBT SECURITIES. The election
of the Corporation to redeem any Debt Securities shall be evidenced by an
Officers' Certificate. In case the Corporation shall desire to exercise the
right to redeem all, or, as the case may be, any part, of a series of Debt
Securities pursuant to the terms and provisions applicable to such series, it
shall fix a Redemption Date and shall mail a notice of such redemption at least
thirty and not more than sixty days prior to the Redemption Date to the Holders
of the Debt Securities of such series that are Registered Securities to be
redeemed as a whole or in part, at their last addresses as the same appear on
the Security Register. Such mailing shall be by prepaid first class mail. Any
notice that is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holder shall have received
such notice. In any case, failure to give notice by mail, or any defect in the
notice to the Holder of any Debt Security of a series designated for redemption
as a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Debt Security of such series.

         Notice of redemption to the Holders of Unregistered Securities to be
redeemed as a whole or in part, who have filed their names and addresses with
the Trustee as described in Section 313(c) of the Trust Indenture Act of 1939,
shall be given by mailing notice of such redemption, by first class mail,
postage prepaid, at least thirty days and not more than sixty days prior to the
Redemption Date, to such Holders at such addresses as were so furnished to the
Trustee (and, in the case of any such notice given by the Corporation, the
Trustee shall make such information available to the Corporation for such
purpose). Notice of redemption to any other Holder of an Unregistered Security
of such series shall be published in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and in an Authorized Newspaper in London (and,
if required by Section 4.04, in an Authorized Newspaper in Luxembourg), in each
case, once in each of two successive calendar weeks, the first publication to be
not less than thirty nor more than sixty days prior to the Redemption Date. Any
notice that is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holder shall have received
such notice. In any case, failure to give notice by mail, or any defect in the
notice to the Holder of any Debt Security of a series designated for redemption
as a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Debt Security of such series.

         Each such notice of redemption shall specify the provisions of such
Debt Securities under which such redemption is made, that the conditions
precedent, if any, to such redemption have occurred, shall describe the same and
the Redemption Date, the Redemption Price, the Place of Payment, that payment
will be made upon presentation and surrender of such Debt Securities and, in the
case of Coupon Securities, of all




                                       23
<PAGE>
Coupons appertaining thereto maturing after the Redemption Date, that interest
and Additional Amounts, if any, accrued to the Redemption Date will be paid as
specified in said notice, and that on and after said date interest, if any,
thereon or on the portions thereof to be redeemed will cease to accrue. If fewer
than all of the Debt Securities of a series are to be redeemed any notice of
redemption published in an Authorized Newspaper shall specify the numbers of the
Debt Securities to be redeemed and, if applicable, the CUSIP Numbers thereof. In
case any Debt Security is to be redeemed in part only, the notice of redemption
shall state the portion of the principal amount thereof to be redeemed and shall
state that upon surrender of such Debt Security, a new Debt Security or Debt
Securities in principal amount equal to the unredeemed portion thereof will be
issued of the same series.

         At least one Business Day prior to the Redemption Date specified in the
notice of redemption given for Unregistered Securities as provided in this
Section and on or prior to the Redemption Date specified in the notice of
redemption given for all Debt Securities other than Unregistered Securities, the
Corporation will deposit in trust with the Trustee or with one or more Paying
Agents an amount of money sufficient to redeem on the Redemption Date all the
Debt Securities or portions of Debt Securities so called for redemption at the
Redemption Price, together with interest, if any, and Additional Amounts, if
any, accrued to the Redemption Date. The Corporation will give the Trustee
notice of each redemption at least forty-five days prior to the Redemption Date
(unless a shorter notice is acceptable to the Trustee) as to the aggregate
principal amount of Debt Securities to be redeemed.

         If fewer than all of the Debt Securities of a series are to be
redeemed, the Trustee shall select, pro rata or by lot or in such other manner
as it shall deem reasonable and fair, the numbers of the Debt Securities to be
redeemed in whole or in part.

SECTION 3.03. PAYMENT OF DEBT SECURITIES CALLED FOR REDEMPTION. If notice of
redemption has been given as above provided, the Debt Securities or portions of
Debt Securities with respect to which such notice has been given shall become
due and payable on the date and at the Place of Payment stated in such notice at
the Redemption Price, together with interest, if any, and Additional Amounts, if
any, accrued to the Redemption Date, and on and after said date (unless the
Corporation shall default in the payment of such Debt Securities at the
Redemption Price, together with interest, if any, and Additional Amounts, if
any, accrued to said date) interest on the Debt Securities or portions of Debt
Securities so called for redemption shall cease to accrue. On presentation and
surrender of such Debt Securities subject to redemption at said Place of Payment
in said notice specified, the said Debt Securities or the specified portions
thereof shall be paid and redeemed by the Corporation at the Redemption Price,
together with interest, if any, and Additional Amounts, if any, accrued thereon
to the Redemption Date. Interest, if any, and Additional Amounts, if any,
maturing on or prior to the Redemption Date shall continue to be payable (but
without interest thereon unless the Corporation




                                       24
<PAGE>
shall default in payment thereof) in the case of Coupon Securities to the
bearers of the Coupons for such interest upon surrender thereof, and in the case
of Registered Securities to the Holders thereof registered as such on the
Security Register on the relevant record date subject to the terms and
provisions of Section 2.04. At the option of the Corporation payment may be made
by check to (or to the order of) the Holders of the Debt Securities or other
persons entitled thereto against presentation and surrender of such Debt
Securities.

         If any Coupon Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date, the
surrender of such missing Coupon or Coupons may be waived by the Corporation and
the Trustee, if there be furnished to each of them such security or indemnity as
they may require to save each of them harmless.

         Upon presentation of any Debt Security redeemed in part only, the
Corporation shall execute, and the Trustee shall authenticate and deliver to the
Holder thereof, at the expense of the Corporation, a new Debt Security or Debt
Securities, of authorized denominations, in aggregate principal amount equal to
the unredeemed portion of the Debt Security so presented of the same series.

                                  ARTICLE FOUR

                     PARTICULAR COVENANTS OF THE CORPORATION

SECTION 4.01. PAYMENT OF PRINCIPAL, PREMIUM, INTEREST AND ADDITIONAL AMOUNTS.
The Corporation shall duly and punctually pay or cause to be paid the principal
of (and premium, if any), interest, if any, and Additional Amounts, if any, on
each of the Debt Securities at the place, at the respective times and in the
manner provided in the terms of the Debt Securities and in this Indenture. The
interest on Coupon Securities (together with any Additional Amounts) shall be
payable only upon presentation and surrender of the several Coupons for such
interest installments as are evidenced thereby as they severally mature. The
interest, if any, on any temporary bearer securities (together with any
Additional Amounts) shall be paid, as to the installments of interest evidenced
by Coupons attached thereto, if any, only upon presentation and surrender
thereof, and, as to the other installments of interest, if any, only upon
presentation of such Debt Securities for notation thereon of the payment of such
interest. The interest on Registered Securities (together with any Additional
Amounts) shall be payable only to the Holders thereof and at the option of the
Corporation may be paid by (i) mailing checks for such interest payable to or
upon the order of such Holders at their last addresses as they appear on the
Security Register for such Debt Securities or (ii) in the case of Holders of
U.S. $10,000,000 or more in aggregate principal amount of such Registered
Securities, by wire transfer of immediately available funds, but only if the


                                       25
<PAGE>
Trustee has received wire transfer instructions in writing not less than 15 days
prior to the applicable Interest Payment Date.

SECTION 4.02. OFFICES FOR NOTICES AND PAYMENTS, ETC. As long as any of the Debt
Securities of a series remain outstanding, the Corporation shall designate and
maintain, in the Borough of Manhattan, The City of New York, an office or agency
where the Registered Securities of such series may be presented for registration
of transfer and for exchange as provided in this Indenture, an office or agency
where notices and demands to or upon the Corporation in respect of the Debt
Securities of such series or of this Indenture may be served, and an office or
agency where the Debt Securities of such series may be presented for payment.
The Corporation shall give to the Trustee notice of the location of each such
office or agency and of any change in the location thereof. In case the
Corporation shall fail to maintain any such office or agency in the Borough of
Manhattan, The City of New York, or shall fail to give such notice of the
location or of any change in the location thereof, presentations may be made and
notices and demands may be served at the corporate trust office of the Trustee
in the Borough of Manhattan, The City of New York, and the Corporation hereby
appoints the Trustee as its agent to receive all such presentations, notices and
demands.

         If Unregistered Securities of any series are outstanding, the
Corporation shall maintain or cause the Trustee to maintain one or more agencies
in a city or cities located outside the United States (including any city in
which such an agency is required to be maintained under the rules of any
securities exchange on which the Debt Securities of such series are listed)
where such Unregistered Securities, and Coupons, if any, appertaining thereto
may be presented for payment. No payment on any Unregistered Security or Coupon
will be made upon presentation of such Unregistered Security or Coupon at an
agency of the Corporation within the United States nor will any payment be made
by transfer to an account in, or by mail to an address in, the United States,
except, at the option of the Corporation, if the Corporation shall have
determined that, pursuant to applicable United States laws and regulations then
in effect such payment can be made without adverse tax consequences to the
Corporation. Notwithstanding the foregoing, payments in U.S. Dollars with
respect to Unregistered Securities of any series and Coupons appertaining
thereto that are payable in U.S. Dollars may be made at an agency of the
Corporation maintained in the Borough of Manhattan, The City of New York if such
payment in U.S. Dollars at each agency maintained by the Corporation outside the
United States for payment on such Unregistered Securities is illegal or is
effectively precluded by exchange controls or other similar restrictions.

         The Corporation hereby initially designates Bank One, National
Association, located at its Corporate Trust Office, as the Security Registrar
and as the office or agency of the Corporation in the Borough of Manhattan, The
City of New York, where the Debt Securities may be presented for payment and, in
the case of Registered Securities, for registration of transfer and for exchange
as in this Indenture provided and where notices




                                       26
<PAGE>
and demands to or upon the Corporation in respect of the Debt Securities of any
series or of this Indenture may be served.

SECTION 4.03.     PROVISIONS AS TO PAYING AGENT.

                  (a) Whenever the Corporation shall appoint a paying agent
other than the Trustee with respect to the Debt Securities of any series, it
will cause such paying agent to execute and deliver to the Trustee an instrument
in which such agent shall agree with the Trustee, subject to the provisions of
this Section:

                           (1) that it will hold sums held by it as such agent
for the payment of the principal of (and premium, if any), interest, if any, or
Additional Amounts, if any, on the Debt Securities of such series in trust for
the benefit of the Holders of the Debt Securities of such series, or Coupons
appertaining thereto, as the case may be, entitled thereto and will notify the
Trustee of the receipt of sums to be so held,

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

                  (b) If the Corporation shall act as its own paying agent, it
will, on or before each due date of the principal of (and premium, if any),
interest, if any, or Additional Amounts, if any, on the Debt Securities of any
series set aside, segregate and hold in trust for the benefit of the Holders of
the Debt Securities of such series entitled thereto a sum sufficient to pay such
principal (and premium if any), interest, if any, or Additional Amounts, if any,
so becoming due. The Corporation will promptly notify the Trustee of any failure
to take such action.

                  (c) Anything in this Section to the contrary notwithstanding,
the Corporation may, at any time, for the purpose of obtaining a satisfaction
and discharge with respect to one or more or all series of Debt Securities
hereunder, or for any other reason, pay or cause to be paid to the Trustee all
sums held in trust for such series by it or any paying agent hereunder as
required by this Section, such sums to be held by the Trustee upon the trusts
herein contained.

                  (d) Anything in this Section to the contrary notwithstanding,
the agreement to hold sums in trust as provided in this Section is subject to
the provisions of Sections 12.04 and 12.05.



                                       27
<PAGE>
SECTION 4.04. LUXEMBOURG PUBLICATIONS. In the event of the publication of any
notice pursuant to Section 3.02, 6.07, 7.10, 7.11, 9.02, 10.02 or 12.05, the
party making such publication shall also, to the extent that notice is required
so to be given to Holders of Debt Securities of a series by applicable
Luxembourg law or stock exchange regulation, make a similar publication the same
number of times in Luxembourg.

SECTION 4.05. STATEMENT BY OFFICERS AS TO DEFAULT. The Corporation shall deliver
to the Trustee, on or before a date not more than four months after the end of
each fiscal year of the Corporation (which, on the date of execution hereof,
ends on December 31) ending after the date hereof, commencing with the fiscal
year ended in 2002, an Officers' Certificate, stating whether or not to the best
knowledge of the signers thereof the Corporation is in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture to be performed or observed by it and, if the Corporation shall be in
default, specifying all such defaults and the nature thereof of which they may
have knowledge.

                                  ARTICLE FIVE

                     SECURITYHOLDER LISTS AND REPORTS BY THE
                           CORPORATION AND THE TRUSTEE

SECTION 5.01. SECURITYHOLDER LISTS. The Corporation covenants and agrees that it
will furnish or cause to be furnished to the Trustee with respect to the Debt
Securities of each series:

                  (a) semiannually, not later than each Interest Payment Date
(in the case of any series having semiannual Interest Payment Dates) or not
later than the dates determined pursuant to Section 2.01 (in the case of any
series not having semiannual Interest Payment Dates) a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of
Debt Securities of such series as of the Regular Record Date (or as of such
other date as may be determined pursuant to Section 2.01 for such series)
therefor, and

                  (b) at such other times as the Trustee may request in writing
within thirty days after receipt by the Corporation of any such request, a list
in such form as the Trustee may reasonably require of the names and addresses of
the Holders of Debt Securities of a particular series specified by the Trustee
as of a date not more than fifteen days prior to the time such information is
furnished; provided, however, that if and so long as the Trustee shall be the
Security Registrar any such list shall exclude names and addresses received by
the Trustee in its capacity as Security Registrar, and if and so long as all of
the Debt Securities of any series are Registered Securities, such list shall not
be required to be furnished.

                                       28
<PAGE>
SECTION 5.02. PRESERVATION AND DISCLOSURE OF LISTS.

                  (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
Holders of each series of Debt Securities (i) contained in the most recent list
furnished to it as provided in Section 5.01, (ii) received by the Trustee in its
capacity as Security Registrar or Paying Agent, or (iii) filed with it within
the preceding two years pursuant to Section 313(c) of the Trust Indenture Act of
1939. The Trustee may destroy any list furnished to it as provided in Section
5.01 upon receipt of a new list so furnished.

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

                           (1) afford to such applicants access to the
information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section, or

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

         If the Trustee shall elect not to afford to such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of such series or all Debt Securities, as the
case may be, whose name and address appear in the information preserved at the
time by the Trustee in accordance with the provisions of subsection (a) of this
Section, a copy of the form of proxy or other communication that is specified in
such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender, the
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interests of the Holders of Debt Securities of such series or all Debt
Securities, as the case may be, or would be in




                                       29
<PAGE>
violation of applicable law. Such written statement shall specify the basis of
such opinion. If the Commission, after opportunity for appearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met, and shall enter an order so declaring, the Trustee shall mail copies
of such material to all such Holders with reasonable promptness after the entry
of such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

                  (c) Each and every Holder of Debt Securities, by receiving and
holding the same, agrees with the Corporation and the Trustee that neither the
Corporation nor the Trustee nor any agent of the Corporation or of the Trustee
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Holders of Debt Securities in accordance with
the provisions of subsection (b) of this Section, 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
said subsection (b).

SECTION 5.03. REPORTS BY THE CORPORATION. The Corporation covenants:

                  (a) to file with the Trustee within fifteen days after the
Corporation 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 Corporation 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 Corporation is not required to file
information, documents or reports pursuant to either of such sections, then to
file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Securities Exchange Act of 1934 in
respect of a security listed and registered on a national securities exchange as
may be prescribed from time to time in such rules and regulations.

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

                  (c) to transmit by mail to all the Holders of Debt Securities
of each series, as the names and addresses of such Holders appear on the
Security Register, within thirty days after the filing thereof with the Trustee,
such summaries of any information,




                                       30
<PAGE>
documents and reports required to be filed by the Corporation with respect to
each such series pursuant to subsections (a) and (b) of this Section as may be
required by rules and regulations prescribed from time to time by the
Commission; and

                  (d) If Unregistered Securities of any series are outstanding,
to file with the listing agent of the Corporation with respect to such series
such documents and reports of the Corporation as may be required from time to
time by the rules and regulations of any stock exchange on which such
Unregistered Securities are listed.

SECTION 5.04. REPORTS BY THE TRUSTEE.

                  (a) On or before May 15, 2003 and on or before May 15 of each
year thereafter, so long as any Debt Securities of any series are outstanding
hereunder, the Trustee shall transmit to the Holders of Debt Securities of such
series, in the manner provided by Section 313(c) of the Trust Indenture Act of
1939, a brief report dated as of the preceding February 15, as may be required
by Sections 313(a) and (b) of the Trust Indenture Act of 1939.

                  (b) A copy of each such report shall, at the time of such
transmission to Holders of Debt Securities of a particular series, be filed by
the Trustee with each stock exchange upon which the Debt Securities of such
series are listed and also with the Commission. The Corporation agrees to notify
the Trustee when and as the Debt Securities of any series become listed on any
stock exchange.

                                  ARTICLE SIX

                               REMEDIES ON DEFAULT

SECTION 6.01. EVENTS OF DEFAULT. In case one or more of the following Events of
Default with respect to a particular series of Debt Securities shall have
occurred and be continuing, that is to say:

                  (a) default in the payment of the principal of (or premium, if
any, on) any of the Debt Securities of such series as and when the same shall
become due and payable either at maturity, upon redemption, by declaration or
otherwise; or

                  (b) default in the payment of any installment of interest, if
any, or in the payment of any Additional Amounts upon any of the Debt Securities
of such series as and when the same shall become due and payable, and
continuance of such default for a period of thirty days after written notice
from the Trustee; or

                  (c) failure on the part of the Corporation duly to observe or
perform any other of the covenants or agreements on the part of the Corporation
applicable to such series of the Debt Securities or contained in this Indenture
for a period of ninety days after the date on which written notice of such
failure, requiring the Corporation to remedy




                                       31
<PAGE>
the same, shall have been given to the Corporation by the Trustee, or to the
Corporation and the Trustee by the Holders of at least twenty-five percent in
aggregate principal amount of the Debt Securities of such series at the time
outstanding; or

                  (d) default by the Corporation or any Significant Subsidiary
in any payment of $25,000,000 or more of principal of or interest on any notes,
bonds, debentures and other similar evidences of indebtedness for money
borrowed, or in the payment of $25,000,000 or more on account of any guarantee
in respect of any notes, bonds, debentures and other similar evidences of
indebtedness for money borrowed, beyond any period of grace that may be provided
in the instrument or agreement under which such notes, bonds, debentures and
other similar evidences of indebtedness for money borrowed or guarantee was
created; or

                  (e) a court having jurisdiction in the premises shall enter a
decree or order for relief in respect of the Corporation in an involuntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or appoint a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of the Corporation or for any
substantial part of its property, or ordering the winding-up or liquidation of
its affairs, and such decree or order shall remain unstayed, undismissed and
unbonded and in effect for a period of ninety days; or

                  (f) the Corporation shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or shall consent to the entry of an order for relief in an involuntary
case under any such law, or shall consent to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
(or similar official) of the Corporation or for a substantial part of its
property, or shall make any general assignment for the benefit of creditors;

then if an Event of Default described in clause (a), (b), (c) or (d) shall have
occurred and be continuing, and in each and every such case, unless the
principal amount of all the Debt Securities of such series shall have already
become due and payable, either the Trustee or the Holders of not less than
twenty-five percent in aggregate principal amount of the Debt Securities of all
series affected thereby then outstanding hereunder, by notice in writing to the
Corporation (and to the Trustee if given by Holders of such Debt Securities) may
declare the principal amount of all the Debt Securities (or, with respect to
Original Issue Discount Securities, such lesser amount as may be specified in
the terms of such Debt Securities) of the series affected thereby to be due and
payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, any provision of this Indenture or the
Debt Securities of such series to the contrary notwithstanding, or, if an Event
of Default described in clause (e) or (f) shall have occurred and be continuing,
and in each and every such case, either the Trustee or the Holders of not less
than twenty-five percent in aggregate principal amount of all the Debt
Securities then outstanding hereunder (voting as one class), by notice in
writing to the Corporation (and to the Trustee if given by Holders of
securities), may declare the




                                       32
<PAGE>

principal of all the Debt Securities not already due and payable (or, with
respect to Original Issue Discount Securities, such lesser amount as may be
specified in the terms of such Debt Securities) to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, any provision in this Indenture or in the Debt
Securities to the contrary notwithstanding. The foregoing provisions, however,
are subject to the conditions that if, at any time after the principal of the
Debt Securities of any one or more or all series, as the case may be, shall have
been so declared due and payable, and before any judgment or decree for the
payment of the monies due shall have been obtained or entered as hereinafter
provided, the Corporation shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest, if any, and all
Additional Amounts, if any, due upon all the Debt Securities of such series or
of all the Debt Securities, as the case may be, and the principal of (and
premium, if any, on) all Debt Securities of such series or of all the Debt
Securities, as the case may be (or, with respect to Original Issue Discount
Securities, such lesser amount as may be specified in the terms of such Debt
Securities), which shall have become due otherwise than by acceleration (with
interest, if any, upon such principal and premium, if any, and, to the extent
that payment of such interest is enforceable under applicable law, on overdue
installments of interest and Additional Amounts, if any, at the same rate as the
rate of interest specified in the Debt Securities of such series, as the case
may be (or, with respect to Original Issue Discount Securities, at the rate
specified in the terms of such Debt Securities for interest on overdue principal
thereof upon maturity, redemption or acceleration of such series, as the case
may be), to the date of such payment or deposit), and such amount as shall be
payable to the Trustee pursuant to Section 7.06, and any and all defaults under
the Indenture shall have been remedied, then and in every such case the Holders
of a majority in aggregate principal amount of the Debt Securities of such
series (or of all the Debt Securities, as the case may be) then outstanding, by
written notice to the Corporation and to the Trustee, may waive all defaults
with respect to that series or with respect to all Debt Securities, as the case
may be, and rescind and annul such declaration and its consequences; but no such
waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon. If the
principal of all Debt Securities shall have been declared to be payable pursuant
to this Section 6.01, in determining whether the Holders of a majority in
aggregate principal amount thereof have waived all defaults and rescinded and
annulled such declaration, all series of Debt Securities shall be treated as a
single class and the principal amount of Original Issue Discount Securities
shall be deemed to be the amount declared payable under the terms applicable to
such Original Issue Discount Securities.

         In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission and annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case the
Corporation, Trustee and the Holders of Debt Securities, as the case may be,
shall be restored respectively to their former positions and rights hereunder,
and all rights, remedies and powers of the Corporation,




                                       33
<PAGE>
the Trustee and the Holders of Debt Securities, as the case may be, shall
continue as though no such proceedings had been taken.

SECTION 6.02. PAYMENT OF DEBT SECURITIES ON DEFAULT; SUIT THEREFOR. The
Corporation covenants that (1) in case default shall be made in the payment of
any installment of interest, if any, on any of the Debt Securities of any series
or any Additional Amounts payable in respect of any of the Debt Securities of
any series, as and when the same shall become due and payable, and such default
shall have continued for a period of thirty days or (2) in case default shall be
made in the payment of the principal of (or premium, if any, on) any of the Debt
Securities of any series, as and when the same shall have become due and
payable, whether upon maturity of such series or upon redemption or upon
declaration or otherwise, then upon demand of the Trustee, the Corporation shall
pay to the Trustee, for the benefit of the Holders of the Debt Securities of
such series, and the Coupons, if any, appertaining to such Debt Securities, the
whole amount that then shall have become due and payable on all such Debt
Securities of such series and such Coupons, for principal (and premium, if any)
or interest, if any, or Additional Amounts, if any as the case may be, with
interest upon the overdue principal (and premium, if any) and (to the extent
that payment of such interest is enforceable under applicable law) upon overdue
installments of interest, if any, and Additional Amounts, if any, at the same
rate as the rate of interest specified in the Debt Securities of such series
(or, with respect to Original Issue Discount Securities, at the rate specified
in the terms of such Debt Securities for interest on overdue principal thereof
upon maturity, redemption or acceleration); and, in addition thereto, such
further amounts as shall be payable pursuant to Section 7.06.

         In case the Corporation shall fail forthwith to pay such amounts upon
such demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any action or proceedings at law or
in equity for the collection of the sums so due and unpaid, and may prosecute
any such action or proceedings to judgment or final decree, and may enforce any
such judgment or final decree against the Corporation or other obligor upon such
Debt Securities and collect in the manner provided by law out of the property of
the Corporation or other obligor upon such Debt Securities wherever situated the
monies adjudged or decreed to be payable.

         In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Corporation or any other obligor upon Debt Securities
of any series under Title 11 of the United States Code or any other applicable
law, or in case a receiver or trustee shall have been appointed for the property
of the Corporation or such other obligor, or in case of any other judicial
proceedings relative to the Corporation or such other obligor, or to the
creditors or property of the Corporation or such other obligor, the Trustee,
irrespective of whether the principal of the Debt Securities of such 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
pursuant to the




                                       34
<PAGE>

provisions of this Section, shall be entitled and empowered, by intervention in
such proceedings or otherwise, to file and prove a claim or claims for the whole
amount of principal (or, with respect to Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of that
series), and premium, if any, interest, if any, and Additional Amounts, if any,
owing and unpaid in respect of the Debt Securities of such series, and to file
such other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee under Section 7.06 and of the Holders of the Debt
Securities and Coupons of such series allowed in any such judicial proceedings
relative to the Corporation or other obligor upon the Debt Securities of such
series, or to the creditors or property of the Corporation or such other
obligor, and to collect and receive any monies or other property payable or
deliverable on any such claims, and to distribute all amounts received with
respect to the claims of the Securityholders of such series and of the Trustee
on their behalf; and any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of the Holders of the Debt
Securities and Coupons of such series to make payments to the Trustee and, in
the event that the Trustee shall consent to the making of payments directly to
the Securityholders of such series, to pay to the Trustee such amount as shall
be sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other reasonable expenses and liabilities
incurred, and all advances made, by the Trustee except as a result of its
negligence or bad faith.

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

         All rights of action and of asserting claims under this Indenture, or
under any of the Debt Securities, may be enforced by the Trustee without the
possession of any of the Debt Securities or Coupons appertaining to such Debt
Securities, or the production thereof in any trial or other proceedings relative
thereto, and any such action or proceedings instituted by the Trustee shall be
brought in its own name and as trustee of an express trust, and any recovery of
judgment shall be for the ratable benefit of the Holders of the Debt Securities
or Coupons appertaining thereto.

         In case of a default hereunder the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.









                                       35
<PAGE>
SECTION 6.03. APPLICATION OF MONIES COLLECTED BY TRUSTEE. Any monies collected
by the Trustee pursuant to Section 6.02 shall be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of
such monies on account of principal (or premium, if any) or interest, if any,
upon presentation of the several Debt Securities and Coupons in respect of which
monies have been collected, and stamping thereon the payment, if only partially
paid, and upon surrender thereof, if fully paid:

         FIRST: To the payment of the amounts payable to the Trustee pursuant to
Section 7.06;

         SECOND: In case the principal of the Debt Securities in respect of
which monies have been collected shall not have become due, to the payment of
interest, if any, and Additional Amounts, if any, on the Debt Securities of such
series in the order of the maturity of the installments of such interest, with
interest (to the extent that such interest has been collected by the Trustee)
upon the overdue installments of interest and Additional Amounts, if any, at the
same rate as the rate of interest, if any, specified in the Debt Securities of
such series (or, with respect to Original Issue Discount Securities, at the rate
specified in the terms of such Debt Securities for interest on overdue principal
thereof upon maturity, redemption or acceleration), such payments to be made
ratably to the persons entitled thereto, without discrimination or preference;
and

         THIRD: In case the principal of the Debt Securities in respect of which
monies have been collected shall have become due, by declaration or otherwise,
to the payment of the whole amount then owing and unpaid upon the Debt
Securities of such series for principal (and premium, if any), interest, if any,
and Additional Amounts, if any, and (to the extent that such interest has been
collected by the Trustee) upon overdue installments of interest, if any, and
Additional Amounts, if any, at the same rate as the rate of interest specified
in the Debt Securities of such series (or, with respect to Original Issue
Discount Securities, at the rate specified in the terms of such Debt Securities
for interest on overdue principal thereof upon maturity, redemption or
acceleration); and in case such monies shall be insufficient to pay in full the
whole amount so due and unpaid upon the Debt Securities of such series, then to
the payment of such principal (and premium, if any), interest, if any, and
Additional Amounts, if any, without preference or priority of principal (and
premium, if any), over interest, if any, and Additional Amounts, if any, or of
interest, if any, and Additional Amounts, if any, over principal (and premium,
if any), or of any installment of interest, if any, or Additional Amounts, if
any, over any other installment of interest, if any, or Additional Amounts, if
any, or of any Debt Security of such series over any other Debt Security of such
series, ratably to the aggregate of such principal (and premium, if any), and
accrued and unpaid interest, if any, and Additional Amounts, if any.


                                       36
<PAGE>

SECTION 6.04. PROCEEDINGS BY SECURITYHOLDERS. No Holder of any Debt Security of
any series or of any Coupon appertaining thereto shall have any right by virtue
or by availing of any provision of this Indenture to institute any action or
proceedings at law or in equity or in bankruptcy or otherwise, upon or under or
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless such Holder previously shall have
given to the Trustee written notice of default and of the continuance thereof,
as hereinbefore provided, and unless also the Holders of not less than
twenty-five percent in aggregate principal amount of the Debt Securities of such
series then outstanding or, in the case of any Event of Default described in
clause (d) or (e) of Section 6.01, twenty-five per cent in aggregate principal
amount of all the Debt Securities at the time outstanding (voting as one class)
shall have made written request upon the Trustee to institute such action or
proceedings in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee for sixty
days after its receipt of such notice, request and offer of indemnity shall have
failed to institute any such action or proceedings and no direction inconsistent
with such written request shall have been given to the Trustee pursuant to
Section 6.06; it being understood and intended and being expressly covenanted by
the taker and Holder of every Debt Security with every other taker and Holder
and the Trustee, that no one or more Holders of Debt Securities or Coupons
appertaining to such Debt Securities shall have any right in any manner whatever
by virtue of or by availing himself, herself or itself of any provision of this
Indenture to affect, disturb or prejudice the rights of any other Holder of Debt
Securities or Coupons appertaining to such Debt Securities, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all Holders of Debt Securities and Coupons.
For the protection and enforcement of the revisions of this Section, each and
every Securityholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

         Notwithstanding any other provisions in this Indenture, however, the
right of any Holder of any Debt Security to receive payment of the principal of
(and premium, if any) and interest, if any, and Additional Amounts, if any, on
such Debt Security or Coupon, on or after the respective due dates expressed in
such Debt Security or Coupon, or to institute suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder. With respect to original Issue
Discount Debt Securities, principal shall mean such amount as shall be due and
payable as may be specified in the terms of such Debt Securities.

SECTION 6.05. REMEDIES CUMULATIVE AND CONTINUING. All powers and remedies given
by this Article Six to the Trustee or to the Holders of Debt Securities or
Coupons shall, to the extent permitted by law, be deemed cumulative and not
exclusive of any thereof or of any other powers and remedies available to the
Trustee or the Holders



                                       37
<PAGE>

of Debt Securities or Coupons, by judicial proceedings or otherwise, to enforce
the performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any Holder of any of
the Debt Securities or Coupons to exercise any right or power accruing upon any
default occurring and continuing as aforesaid shall impair any such right or
power or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section 6.04, every
power and remedy given by this Article Six or by law to the Trustee or to the
Holders of Debt Securities or Coupons may be exercised from time to time, and as
often as shall be deemed expedient, by the Trustee or by the Holders of Debt
Securities or Coupons, as the case may be.

SECTION 6.06. DIRECTION OF PROCEEDINGS. The Holders of a majority in aggregate
principal amount of the Debt Securities of any or all series affected (voting as
one class) at the time outstanding shall have the right to direct the time,
method, and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee; provided,
however, that (i) such direction shall not be in conflict with any rule of law
or with this Indenture, (ii) the Trustee may take any other action deemed proper
by the Trustee that is not inconsistent with such direction and (iii) the
Trustee shall have the right to decline to follow any such direction if the
Trustee, being advised by counsel, determines that the action or proceedings so
directed would be prejudicial to the Holders not joining in such direction or
may not lawfully be taken or if the Trustee in good faith by its board of
directors or executive committee or a trust committee of directors or trustees
and/or responsible officers shall determine that the action or proceedings so
directed would involve the Trustee in personal liability.

         Prior to any declaration accelerating the maturity of the Debt
Securities of any series, the holders of a majority in aggregate principal
amount of the Debt Securities of such series at the time outstanding may on
behalf of the Holders of all of the Debt Securities of such series waive any
past default or Event of Default hereunder and its consequences, except a
default in the payment of principal of (premium, if any) or interest, if any, or
Additional Amounts, if any, on any Debt Securities of such series or in respect
of a covenant or provision hereof that may not be modified or amended without
the consent of the Holders of each outstanding Debt Security of such series
affected. Upon any such waiver the Corporation, the Trustee and the Holders of
the Debt Securities of such series shall be restored to their former positions
and rights hereunder, respectively, but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon. Whenever any default or Event of Default hereunder shall have been
waived as permitted by this Section 6.06, said default or Event of Default shall
for all purposes of the Debt Securities of such series and this Indenture be
deemed to have been cured and to be not continuing.


                                       38
<PAGE>

SECTION 6.07. NOTICE OF DEFAULTS. The Trustee shall, within ninety days after
the occurrence of a default with respect to the Debt Securities of any series,
give notice of all defaults with respect to that series known to the Trustee (i)
if any Unregistered Securities of that series are then outstanding, to the
Holders thereof, by publication at least once in an Authorized Newspaper in the
Borough of Manhattan, The City of New York and at least once in an Authorized
Newspaper in London (and, if required by Section 4.04, at least once in an
Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of that
series are then outstanding, to all Holders thereof who have filed their names
and addresses with the Trustee as described in Section 313(c) of the Trust
Indenture Act of 1939, by mailing such notice to such Holders at such addresses
and (iii) to all Holders of then outstanding Registered Securities of that
series, by mailing such notice to such Holders at their addresses as they shall
appear on the Security Register, unless in each case such defaults shall have
been cured before the mailing or publication of such notice (the term "defaults"
for the purpose of this Section being hereby defined to be the events specified
in Sections 6.01(a), (b), (c), (d) and (e) and any additional events specified
in the terms of any series of Debt Securities pursuant to Section 2.01, not
including periods of grace, if any, provided for therein, and irrespective of
the giving of written notice specified in Section 6.01 (c) or in the terms of
any Debt Securities established pursuant to Section 2.01); and provided that,
except in the case of default in the payment of the principal of (premium, if
any), interest, if any, or Additional Amounts, if any, on any of the Debt
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee, or a
trust committee of directors or responsible officers of the Trustee in good
faith determines that the withholding of such notice is in the interests of the
Holders of the Debt Securities of such series.

SECTION 6.08. UNDERTAKING TO PAY COSTS. All parties to this Indenture agree, and
each Holder of any Debt Security by his, her or 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 or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, 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; provided that, the provisions of this Section shall not
apply to any suit instituted by the Trustee, to any suit instituted by any
Securityholders of any series, or group of such Securityholders, holding in the
aggregate more than ten percent in aggregate principal amount of all Debt
Securities (voting as one class) or to any suit instituted by any
Securityholders for the enforcement of the payment of the principal of (or
premium, if any), interest, if any, or Additional Amounts, if any, on any Debt
Security on or after the due date expressed in such Debt Security.


                                       39
<PAGE>

                                 ARTICLE SEVEN

                             CONCERNING THE TRUSTEE

SECTION 7.01. DUTIES AND RESPONSIBILITIES OF TRUSTEE. The Trustee, prior to the
occurrence of an Event of Default of a particular series and after the curing of
all Events of Default of such series that may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Indenture. In case an Event of Default with respect to a particular series has
occurred (which has not been cured) 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 its exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

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

                  (a) prior to the occurrence of an Event of Default with
respect to a particular series and after the curing of all Events of Default
with respect to such series that may have occurred:

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

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

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

                  (c) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of Debt Securities pursuant to Section 6.06 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.



                                       40
<PAGE>

         No provision of this Indenture shall be construed as requiring the
Trustee to expend or risk its own funds or otherwise to incur any personal
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if there shall be reasonable grounds
for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.

SECTION 7.02. RELIANCE ON DOCUMENTS, OPINIONS, ETC. Subject to the provisions of
Section 7.01:

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

                  (b) any request, direction, order or demand of the Corporation
mentioned herein shall be sufficiently evidenced by an instrument signed in the
name of the Corporation by the Chairman of the Board of Directors or any Vice
Chairman of the Board of Directors or the President or any Vice President or the
Treasurer and by the Secretary or any Assistant Secretary or, if the other
signatory is other than the Treasurer, any Assistant Treasurer (unless other
evidence in respect thereof be herein specifically prescribed); and a Board
Resolution may be evidenced to the Trustee by a copy thereof certified by the
Secretary or any Assistant Secretary of the Corporation;

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

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

                  (e) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, 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 the relevant
books, records and premises of the Corporation, personally or by agent or
attorney;


                                       41
<PAGE>

                  (f) 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, provided, however, that the Trustee shall be responsible
for any misconduct or negligence on the part of any agent or attorney appointed
by it hereunder; and

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

SECTION 7.03. NO RESPONSIBILITY FOR RECITALS, ETC. The recitals contained herein
and in the Debt Securities, other than the Trustee's certificate of
authentication, shall be taken as the statements of the Corporation, and the
Trustee assumes no responsibility for the correctness of the same. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Debt Securities, provided that the Trustee shall not be relieved of its
duty to authenticate Debt Securities only as authorized by this Indenture. The
Trustee shall not be accountable for the use or application by the Corporation
of Debt Securities or the proceeds thereof.

SECTION 7.04. OWNERSHIP OF DEBT SECURITIES OR COUPONS. The Trustee or any agent
of the Corporation or of the Trustee, in its individual or any other capacity,
may become the owner or pledgee of Debt Securities or Coupons with the same
rights it would have if it were not Trustee, or an agent of the Corporation or
of the Trustee.

SECTION 7.05. MONIES TO BE HELD IN TRUST. Subject to the provisions of Sections
12.04 and 12.05 hereof, all monies received by the Trustee or any paying agent
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received but need not be segregated from other
funds except to the extent required by law. Neither the Trustee nor any paying
agent shall be under any liability for interest on any monies received by it
hereunder except such as it may agree with the Corporation to pay thereon. So
long as no Event of Default shall have occurred and be continuing, all interest
allowed on any such monies shall be paid from time to time upon the written
order of the Corporation, signed by its Chairman of the Board of Directors or
any Vice Chairman of the Board of Directors or its President or any Vice
President or its Treasurer or any Assistant Treasurer.

SECTION 7.06. COMPENSATION AND EXPENSES OF TRUSTEE. The Corporation covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, reasonable compensation, and, except as otherwise expressly
provided, the Corporation will pay or reimburse the Trustee upon its request for
all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any of the provisions of this Indenture (including
the reasonable compensation, expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or bad faith. If any property other
than cash shall at any time be subject to the lien of this



                                       42
<PAGE>

Indenture, the Trustee, if and to the extent authorized by a receivership or
bankruptcy court of competent jurisdiction or by the supplemental instrument
subjecting such property to such lien, shall be entitled to make advances for
the purpose of preserving such property or of discharging tax liens or other
prior liens or encumbrances hereon. The Corporation also covenants to indemnify
the Trustee for, and to hold it harmless against, any loss, liability or
reasonable expense incurred without negligence or bad faith on the part of the
Trustee, arising out of or in connection with the acceptance or administration
of this trust, including the reasonable costs and expenses of defending itself
against any claim of liability in the premises. The obligations of the
Corporation under this Section to compensate the Trustee and to pay or reimburse
the Trustee for reasonable expenses, disbursements and advances shall constitute
additional indebtedness hereunder. Such additional indebtedness shall be secured
by a lien prior to that of the Debt Securities upon all property and funds held
or collected by the Trustee as such, except funds held in trust for the benefit
of the Holders of particular Debt Securities or Coupons.

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

SECTION 7.08. CONFLICTING INTEREST OF TRUSTEE. The Trustee shall comply with
Section 310(b) of the Trust Indenture Act of 1939.

SECTION 7.09. ELIGIBILITY OF TRUSTEE. There shall at all times be a trustee
hereunder which shall be a corporation organized and doing business under the
laws of the United States or of any State or Territory thereof or of the
District of Columbia, which (a) is authorized under such laws to exercise
corporate trust powers and (b) is subject to supervision or examination by
Federal, State, Territorial or District of Columbia authority and (c) shall have
at all times a combined capital and surplus of not less than U.S. $50 million.
If such corporation publishes reports of condition at least annually, pursuant
to law, or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation at any time shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the



                                       43
<PAGE>

Trustee shall resign immediately in the manner and with the effect specified in
Section 7.10.

SECTION 7.10. RESIGNATION OR REMOVAL OF TRUSTEE.

                  (a) The Trustee, or any trustee or trustees hereafter
appointed, may, upon sixty days written notice to the Corporation, at any time
resign with respect to one or more or all series by giving written notice of
resignation to the Corporation (i) if any Unregistered Securities of a series
affected are then outstanding, by giving notice of such resignation to the
Holders thereof, by publication at least once in an Authorized Newspaper in
London (and, if required by Section 4.04, at least once in an Authorized
Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series
affected are then outstanding, by mailing notice of such resignation to the
Holders thereof who have filed their names and addresses with the Trustee as
described in Section 313(c) of the Trust Indenture Act of 1939 at such addresses
as were so furnished to the Trustee and (iii) by mailing notice of such
resignation to the Holders of then outstanding Registered Securities of each
series affected at their addresses as they shall appear on the Security
Register. Upon receiving such notice of resignation the Corporation shall
promptly appoint a successor trustee with respect to the applicable series by
written instrument, in duplicate, executed by order of the Board of Directors of
the Corporation, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee. If no successor trustee
shall have been so appointed and have accepted appointment within thirty days
after the mailing of such notice of resignation to the Securityholders, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee, or any Securityholder who has been a bona
fide Holder of a Debt Security or Debt Securities of the applicable series for
at least six months may, subject to the provisions of Section 6.08, on behalf of
himself, herself or itself and all others similarly situated, petition any such
court for the appointment of a successor trustee. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, appoint a
successor trustee.

                  (b) In case at any time any of the following shall occur:

                           (i) the Trustee shall fail to comply with Section
7.08 with respect to any series of Debt Securities after written request
therefor by the Corporation or by any Securityholder who has been a bona fide
Holder of a Debt Security or Debt Securities of such series for at least six
months, or

                           (ii) the Trustee shall cease to be eligible in
accordance with the provision of Section 7.09 with respect to any series of Debt
Securities and shall fail to resign after written request therefor by the
Corporation or by any such Securityholder, or



                                       44
<PAGE>

                           (iii) the Trustee shall become incapable of acting
with respect to any series of Debt Securities, or shall be adjudged a bankrupt
or insolvent, or a receiver of the Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, the Corporation may remove the Trustee with
respect to the applicable series of Debt Securities and appoint a successor
trustee with respect to such series by written instrument, in duplicate,
executed by order of the Board of Directors of the Corporation, one copy of
which instrument shall be delivered to the Trustee so removed and one copy to
the successor trustee, or, subject to the provisions of Section 6.08, any
Securityholder of such series who has been a bona fide Holder of a Debt Security
or Debt Securities of the applicable series for at least six months may, on
behalf of himself, herself or itself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee with respect to such series. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee.

                  (c) The Holders of a majority in aggregate principal amount of
the Debt Securities of all series (voting as one class) at the time outstanding
may at any time remove the Trustee with respect to Debt Securities of all series
and appoint a successor trustee with respect to the Debt Securities of all
series.

                  (d) Any resignation or removal of the Trustee and any
appointment of a successor trustee pursuant to any of the provisions of this
Section shall become effective upon acceptance of appointment by the successor
trustee as provided in Section 7.11.

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



                                       45
<PAGE>

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

         No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09.

         Upon acceptance of appointment by a successor trustee as provided in
this Section, the Corporation shall give notice of the succession of such
trustee hereunder (a) if any Unregistered Securities of a series affected are
then outstanding, to the Holders thereof by publication of such notice at least
once in an Authorized Newspaper in the Borough of Manhattan, The City of New
York and at least once in an Authorized Newspaper in London (and, if required by
Section 4.04, at least once in an Authorized Newspaper in Luxembourg), (b) if
any Unregistered Securities of a series affected are then outstanding, to the
Holders thereof who have filed their names and addresses with the Trustee
pursuant to Section 313(c) of the Trust Indenture Act, by mailing such notice to
such Holders at such addresses as were so furnished to the Trustee (and the
Trustee shall make such information available to the Corporation for such
purpose) and (c) to the Holders of Registered Securities of each series
affected, by mailing such notice to such Holders at their addresses as they
shall appear on the Security Register. If the Corporation fails to mail such
notice in the prescribed manner within ten days after the acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be so given at the expense of the Corporation.

SECTION 7.12. SUCCESSOR BY MERGER, ETC. Any corporation into which the Trustee
may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be qualified under the provisions of Section
7.08 and eligible under the provisions of Section 7.09, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

                                       46
<PAGE>

SECTION 7.13. LIMITATIONS ON RIGHTS OF TRUSTEE AS CREDITOR. The Trustee shall
comply with Section 311(a) of the Trust Indenture Act of 1939.

                                 ARTICLE EIGHT

                         CONCERNING THE SECURITYHOLDERS

SECTION 8.01. ACTION BY SECURITYHOLDERS. Whenever in this Indenture it is
provided that the Holders of a specified percentage in aggregate principal
amount of the Debt Securities of any or all series may take any action
(including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action), the fact that at the time
of taking any such action the Holders of such specified percentage have joined
therein may be evidenced (a) by any instrument or any number of instruments of
similar tenor executed by Securityholders in person or by agent or proxy
appointed in writing, or (b) by the record of the Holders of Debt Securities
voting in favor thereof at any meeting of Securityholders duly called and held
in accordance with the provisions of Article Nine, or (c) by a combination of
such instrument or instruments and any such record of such a meeting of
Securityholders.

         In determining whether the Holders of a specified percentage in
aggregate principal amount of the Debt Securities have taken any action
(including the making of any demand or request, the waiving of any notice,
consent or waiver or the taking of any other action), the principal amount of
any Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be outstanding for such purposes shall
be equal to the amount of the principal thereof that could be declared to be due
and payable upon an Event of Default pursuant to the terms of such Original
Issue Discount Security at the time the taking of such action is evidence to the
Trustee.

SECTION 8.02. PROOF OF EXECUTION BY SECURITYHOLDERS. Subject to the provisions
of Sections 7.01, 7.02 and 9.05, proof of the execution of any instrument by a
Securityholder or its agent or proxy shall be sufficient if made in the
following manner:

                  (a) In the case of Holders of Unregistered Securities, the
fact and date of the execution by any such person of any instrument may be
proved by the certificate of any notary public or other officer of any
jurisdiction authorized to take acknowledgments of deeds or administer oaths
that the person executing such instruments acknowledged to him the execution
thereof or by an affidavit of a witness to such execution sworn to before any
such notary or other such officer. Where such execution is by or on behalf of
any legal entity other than an individual, such certificate or affidavit shall
also constitute sufficient proof of the authority of the person executing the
same. The fact of the holding by any Holder of a Debt Security of any series,
and the identifying number of such Debt Security and the date of his holding the
same, may be proved by the production of such Debt Security or by a certificate
executed by any trust company, bank, banker or recognized securities dealer
wherever situated satisfactory to the Trustee, if such



                                       47
<PAGE>

certificate shall be deemed by the Trustee to be satisfactory. Each such
certificate shall be dated and shall state that on the date thereof a Debt
Security of such series bearing a specified identifying number was deposited
with or exhibited to such trust company, bank, banker or recognized securities
dealer by the person named in such certificate. Any such certificate may be
issued in respect of one or more Debt Securities of one or more series specified
therein. The holding by the person named in any such certificate of any Debt
Securities of any series specified therein shall be presumed to continue for a
period of one year from the date of such certificate unless at the time of any
determination of such holding (1) another certificate bearing a later date
issued in respect of the same Debt Securities shall be produced, or (2) the Debt
Security of such series specified in such certificate shall be produced by some
other person, or (3) the Debt Security of such series specified in such
certificates shall have ceased to be outstanding. Subject to Sections 7.01, 7.02
and 9.05, the fact and date of the execution of any such instrument and the
amount and numbers of Debt Securities of any series held by the person so
executing such instrument and the amount and numbers of any Debt Security or
Debt Securities for such series may also be proven in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee for such
series or in any other manner that the Trustee for such series may deem
sufficient.

                  (b) In the case of Registered Securities, the ownership of
such Debt Securities shall be proved by the Security Register or by a
certificate of the Security Registrar.

SECTION 8.03. WHO ARE DEEMED ABSOLUTE OWNERS. The Corporation, the Trustee, any
paying agent, any transfer agent and any Security Registrar may treat the Holder
of any Unregistered Security and the Holder of any Coupon as the absolute owner
of such Unregistered Security or Coupon (whether or not such Unregistered
Security or Coupon shall be overdue) for the purpose of receiving payment
thereof or on account thereof and for all other purposes and neither the
Corporation, the Trustee, any paying agent, any transfer agent nor any Security
Registrar shall be affected by any notice to the contrary. The Corporation, the
Trustee, any paying agent, any transfer agent and any Security Registrar may,
subject to Section 2.04 hereof, treat the person in whose name a Registered
Security shall be registered upon the Security Register as the absolute owner of
such Registered Security (whether or not such Registered Security shall be
overdue) for the purpose of receiving payment thereof or on account thereof and
for all other purposes and neither the Corporation, the Trustee, any paying
agent, any transfer agent nor any Security Registrar shall be affected by any
notice to the contrary.

SECTION 8.04. CORPORATION-OWNED DEBT SECURITIES DISREGARDED. In determining
whether the Holders of the required aggregate principal amount of Debt
Securities have concurred in any direction, consent or waiver under this
Indenture, Debt Securities that are owned by the Corporation or by any person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the



                                       48
<PAGE>

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

SECTION 8.05. REVOCATION OF CONSENTS; FUTURE SECURITYHOLDERS BOUND. At any time
prior to the taking of any action by the Holders of the percentage in aggregate
principal amount of the Debt Securities specified in this Indenture in
connection with such action, any Holder of a Debt Security the identifying
number of which is shown by the evidence to be included in the Debt Securities
the Holders of which have consented to such action may, by filing written notice
with the Trustee at its office and upon proof of holding as provided in Section
8.02, revoke such action so far as concerns such Debt Security. Except as
aforesaid any such action taken by the Holder of any Debt Security shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of such Debt Security and of any Debt Security issued in exchange or
substitution therefor irrespective of whether or not any notation in regard
thereto is made upon such Debt Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Debt Securities specified in
this Indenture in connection with such action shall be conclusively binding upon
the Corporation, the Trustee and the Holders of all the Debt Securities of each
series intended to be affected thereby.

SECTION 8.06. SECURITIES IN A FOREIGN CURRENCY. Unless otherwise specified in an
Officers' Certificate delivered pursuant to Section 2.01 of this Indenture or in
an indenture supplemental hereto with respect to a particular series of Debt
Securities, on any day when for purposes of this Indenture any action may be
taken by the Holders of a specified percentage in aggregate principal amount of
two or more series of outstanding Debt Securities and, at such time, there are
outstanding Debt Securities of at least one such series that are denominated in
a coin or currency other than that of at least one other such series, then the
principal amount of Debt Securities of each such series (other than any such
series denominated in U.S. Dollars) that shall be deemed to be outstanding for
the purpose of taking such action shall be that amount of U.S. Dollars that
could be obtained for such amount at the Market Exchange Rate. For purposes of
this Section 8.06, "Market Exchange Rate" shall mean (i) for any conversion
involving a Currency unit on the one hand and dollars or any foreign currency on
the other, the exchange rate between the relevant Currency unit and dollars or
such foreign currency, (ii) for any conversion of dollars into any foreign
currency, the noon U.S. Dollar buying



                                       49
<PAGE>

rate for such foreign currency for cable transfers quoted in The City of New
York on such day as certified for customs purposes by the Federal Reserve Bank
of New York and (iii) for any conversion of one foreign currency into dollars or
another foreign currency, the spot rate at noon local time in the relevant
market at which, in accordance with normal banking procedures, the dollars or
foreign currency into which conversion is being made could be purchased with the
foreign currency from which conversion is being made from major banks located in
either New York City, London or any other principal market for dollars or such
purchased foreign currency. In the event of the unavailability of any of the
exchange rates provided for in the foregoing clauses (i), (ii) and (iii) the
Trustee shall use, in its sole discretion and without liability on its part,
such quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations from one or more major banks in New York City,
London or other principal market for such Currency or Currency unit in question,
or such other quotations as the Trustee shall deem appropriate. Unless otherwise
specified by the Trustee, if there is more than one market for dealing in any
Currency or Currency unit by reason of foreign exchange regulations or
otherwise, the market to be used in respect of such Currency or Currency unit
shall be that upon which a nonresident issuer of securities designated in such
Currency or Currency unit would purchase such Currency or Currency unit in order
to make payments in respect of such securities. The provisions of this paragraph
shall apply in determining the equivalent number of votes that each
Securityholder or proxy shall be entitled to pursuant to Section 9.05, in
respect of Debt Securities of a series denominated in a currency other than U.S.
Dollars.

         All decisions and determinations of the Corporation regarding the
Market Exchange Rate shall be in its sole discretion and shall, in the absence
of manifest error, be conclusive for all purposes and irrevocably binding upon
the Corporation and all Holders.

                                  ARTICLE NINE

                            SECURITYHOLDERS' MEETINGS

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

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

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



                                       50
<PAGE>

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

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

SECTION 9.02. CALL OF MEETINGS BY TRUSTEE. The Trustee may at any time call a
meeting of Holders of Debt Securities of any or all series to take any action
specified in Section 9.01, to be held at such time and at such place in the
Borough of Manhattan, The City of New York, or in London, as the Trustee shall
determine. Notice of every meeting of the Holders of Debt Securities of any or
all series, setting forth the time and place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given (i) if any
Unregistered Securities of a series that may be affected by the action proposed
to be taken at such meeting are then outstanding, to all Holders thereof, by
publication at least twice in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and at least twice in an Authorized Newspaper in
London (and, if required by Section 4.04, at least once in an Authorized
Newspaper in Luxembourg) prior to the date fixed for the meeting, the first
publication, in each case, to be not less than twenty nor more than one hundred
eighty days prior to the date fixed for the meeting and the last publication to
be not more than five days prior to the date fixed for the meeting, (ii) if any
Unregistered Securities of a series that may be affected by the action proposed
to be taken at such meeting are then outstanding, to all Holders thereof who
have filed their names and addresses with the Trustee as described in Section
313(c) of the Trust Indenture Act of 1939, by mailing such notice to such
Holders at such addresses, not less than twenty nor more than one hundred eighty
days prior to the date fixed for the meeting and (iii) to all Holders of then
outstanding Registered Securities of each series that may be affected by the
action proposed to be taken at such meeting, by mailing such notice to such
Holders at their addresses as they shall appear on the Security Register, not
less than twenty nor more than one hundred eighty days prior to the date fixed
for the meeting. Failure of any Holder or Holders to receive such notice, or any
defect therein, shall in no case affect the validity of any action taken at such
meeting. Any meeting of Holders of Debt Securities of all or any series shall be
valid without notice if the Holders of all such Debt Securities outstanding, the
Corporation and the Trustee are present in person or by proxy or shall have
waived notice thereof before or after the meeting. The Trustee may fix, in
advance, a date as the record date for determining the Holders entitled to
notice of or to vote at any such meeting at not less than twenty or more than
one hundred eighty days prior to the date fixed for such meeting.

SECTION 9.03. CALL OF MEETINGS BY CORPORATION OR SECURITYHOLDERS. In case at any
time the Corporation, pursuant to a Board



                                       51
<PAGE>

Resolution, or the Holders of at least ten percent in aggregate principal amount
of the Debt Securities of any or all series, as the case may be, then
outstanding, shall have requested the Trustee to call a meeting of
Securityholders of any or all series to take any action authorized in Section
9.01, by written request setting forth in reasonable detail the action proposed
to be taken at the meeting, and the Trustee shall not have mailed or published,
as provided in Section 9.02, the notice of such meeting within thirty days after
receipt of such request, then the Corporation or the Holders of such Debt
Securities in the amount above specified may determine the time and the place in
said Borough of Manhattan, The City of New York or London for such meeting and
may call such meeting to take any action authorized in Section 9.01, by mailing
notice thereof as provided in Section 9.02.

SECTION 9.04. QUALIFICATION FOR VOTING. To be entitled to vote at any meeting of
Securityholders a person shall be a Holder of one or more Debt Securities of a
series with respect to which a meeting is being held or a person appointed by
instrument in writing as proxy by such a Holder. The only persons who shall be
entitled to be present or to speak at any meeting of the Securityholders shall
be the persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Corporation and its counsel.

SECTION 9.05. REGULATIONS. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders, in regard to proof of the holding
of Debt Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall think fit.

         The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Corporation or by Securityholders as provided in Section 9.03, in which case the
Corporation or the Securityholder calling the meeting, as the case may be, shall
in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the Holders of a
majority in principal amount of the Debt Securities represented at the meeting
and entitled to vote.

         Subject to the provisions of Sections 8.01 and 8.04, at any meeting
each Securityholder or proxy shall be entitled to one vote for each U.S. $1,000
principal amount of Debt Securities held or represented by him, her or it;
provided, however, that no vote shall be cast or counted at any meeting in
respect of any Debt Security challenged as not outstanding and ruled by the
chairman of the meeting not to be outstanding. The chairman of the meeting shall
have no right to vote except as a Securityholder or proxy. Any meeting of
Securityholders duly called pursuant to the provisions of Section 9.02 or



                                       52
<PAGE>

9.03 may be adjourned from time to time, and the meeting may be held as so
adjourned without further notice.

SECTION 9.06. VOTING. The vote upon any resolution submitted to any meeting of
Securityholders shall be by written ballot on which shall be subscribed the
signatures of the Securityholders or proxies and on which shall be inscribed the
identifying number or numbers or to which shall be attached a list of
identifying numbers of the Debt Securities held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified reports in
duplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Securityholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavit by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 9.02 or Section 9.03. The record shall be signed and
verified by the permanent chairman and secretary of the meeting and one of the
duplicates shall be delivered to the Corporation and the other to the Trustee to
be preserved by the Trustee, the latter to have attached thereto the ballots
voted at the meeting.

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

                                  ARTICLE TEN

                             SUPPLEMENTAL INDENTURES

SECTION 10.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS. The
Corporation, when authorized by Board Resolution, and the Trustee may from time
to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act of
1939) for one or more of the following purposes:

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

                  (b) to add to the covenants of the Corporation such further
covenants, restrictions, conditions or provisions as its Board of Directors and
the Trustee shall consider to be for the protection of the Holders of Debt
Securities of any or all series, or the Coupons appertaining to such Debt
Securities, and to make the occurrence, or the occurrence and continuance, of a
default in any of such additional covenants, restrictions, conditions or
provisions a default or an Event of Default with respect to any or all series



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<PAGE>

permitting the enforcement of all or any of the several remedies provided in
this Indenture as herein set forth, with such period of grace, if any, and
subject to such conditions as such supplemental indenture may provide;

                  (c) to add or change any of the provisions of this Indenture
to such extent as shall be necessary to permit or facilitate the issuance of
Debt Securities of any series in bearer form, registrable or not registrable as
to principal, and with or without interest Coupons, and to provide for
exchangeability of such Debt Securities with Debt Securities issued hereunder in
fully registered form and to make all appropriate changes for such purpose, and
to add or change any of the provisions of this Indenture to such extent as shall
be necessary to permit or facilitate the issuance of uncertificated Debt
Securities of any series;

                  (d) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture that may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture; or to make such other provisions in regard to matters or
questions arising under this Indenture as shall not adversely affect the
interests of the Holders of any series of Debt Securities or any Coupons
appertaining to such Debt Securities;

                  (e) to convey, transfer, assign, mortgage or pledge any
property to or with the Trustee;

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

                  (g) to establish the form or terms of Debt Securities of any
series as permitted by Sections 2.01 and 2.03; and

                  (h) to change or eliminate any provision of this Indenture,
provided that any such change or elimination (i) shall become effective only
when there is no Debt Security outstanding of any series created prior to the
execution of such supplemental indenture that is entitled to the benefit of such
provision or (ii) shall not apply to any Debt Security outstanding.

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



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<PAGE>

         Any supplemental indenture authorized by the provisions of this Section
may be executed by the Corporation and the Trustee without the consent of the
Holders of any of the Debt Securities at the time outstanding, notwithstanding
any of the provisions of Section 10.02.

SECTION 10.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS. With the
consent (evidenced as provided in Section 8.01) of the Holders of not less than
a majority in the aggregate principal amount of the Debt Securities of all
series at the time outstanding affected by such supplemental indenture (voting
as one class), the Corporation, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indentures or modifying in any manner the rights of the
Holders of the Debt Securities of each such series or any Coupons appertaining
to such Debt Securities; provided, however, that no such supplemental indenture
shall (i) change the fixed maturity of any Debt Securities, or reduce the
principal amount thereof (or premium, if any), or reduce the rate or extend the
time of payment of any interest or Additional Amounts thereon or reduce the
amount due and payable upon acceleration of the maturity thereof or the amount
provable in bankruptcy, or make the principal of (premium, if any) or interest,
if any, or Additional Amounts, if any, on any Debt Security payable in any coin
or currency other than that provided in such Debt Security, (ii) impair the
right to institute suit for the enforcement of any such payment on or after the
Stated Maturity (or, in the case of redemption, on or after the Redemption Date)
or (iii) reduce the aforesaid percentage of Debt Securities, the consent of the
Holders of which is required for any such supplemental indenture, or the
percentage required for the consent of the Holders pursuant to Section 6.01 to
waive defaults, without the consent of the Holder of each Debt Security so
affected.

         Upon the request of the Corporation, accompanied by a copy of a Board
Resolution certified by the Secretary or an Assistant Secretary of the
Corporation authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Securityholders
as aforesaid, the Trustee shall join with the Corporation in the execution of
such supplemental indenture unless such supplemental indenture affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but shall not be obligated to,
enter into such supplemental indenture.

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



                                       55
<PAGE>

         Promptly after the execution and delivery by the Corporation and the
Trustee of any supplemental indenture pursuant to the provisions of this
Section, the Trustee shall give notice of such supplemental indenture (i) to the
Holders of then outstanding Registered Securities of each series affected
thereby, by mailing a notice thereof by first class mail to such Holders at
their addresses as they shall appear on the Security Register, (ii) if any
Unregistered Securities of a series affected thereby are then outstanding, to
the Holders thereof who have filed their names and addresses with the Trustee as
described in Section 313(c) of the Trust Indenture Act, by mailing a notice
thereof by first class mail to such Holders at such addresses as were so
furnished to the Trustee and (iii) if any Unregistered Securities of a series
affected thereby are then outstanding, to all Holders thereof, by Publication of
a notice thereof at least once in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and at least once in an Authorized Newspaper in
London (and, if required by Section 4.04, at least once in an Authorized
Newspaper in Luxembourg), and in each case such notice shall set forth in
general terms the substance of such supplemental indenture. Any failure of the
Corporation to mail or publish such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

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

         The Trustee, subject to the provisions of Sections 7.01 and 7.02, shall
be provided an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such supplemental indenture complies with the provisions of
this Article Ten.

SECTION 10.04. NOTATION ON DEBT SECURITIES. Debt Securities of any series
authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article Ten may bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture. New Debt Securities of any series so modified as to conform, in the
opinion of the Trustee and the Board of Directors of the Corporation, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared by the Corporation, authenticated by the Trustee and delivered,
without charge to the Securityholders, in exchange for the Debt Securities of
such series then outstanding.





                                       56
<PAGE>

                                 ARTICLE ELEVEN

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 11.01. CORPORATION MAY CONSOLIDATE, ETC., ON CERTAIN TERMS. The
Corporation covenants that it will not merge or consolidate with any other
entity or sell or convey all or substantially all of its assets to any person or
entity, unless (i) either the Corporation shall be the continuing corporation,
or the successor entity (if other than the Corporation) shall be an entity
organized and existing under the laws of the United States of America or any
State thereof and such successor entity shall expressly assume, by a
supplemental indenture in form satisfactory to the Trustee and executed and
delivered to the Trustee by such successor entity, the due and punctual payment
of the principal of (and premium, if any), interest, if any, and Additional
Amounts, if any, on all the Debt Securities and any Coupons, according to their
tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed or satisfied by the
Corporation, (ii) immediately after giving effect to such merger or
consolidation, or such sale or conveyance, no Event of Default, and no event
that, after notice or lapse of time or both, would become an Event of Default,
shall have occurred and be continuing and (iii) the Corporation shall have
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating, that such consolidation, merger, sale or conveyance and such
supplemental indenture, and any such assumption by the successor entity,
complies with the provisions of this Article Eleven.

SECTION 11.02. SUCCESSOR CORPORATION SUBSTITUTED. In case of any such
consolidation, merger, sale or conveyance and upon any such assumption by the
successor entity, such successor entity shall succeed to and be substituted for
the Corporation, with the same effect as if it had been named herein as the
party of the first part. Such successor entity thereupon may cause to be signed,
and may issue either in its own name or in the name of Delphi Automotive Systems
Corporation, any or all of the Debt Securities, and any Coupons appertaining
thereto, issuable hereunder which theretofore shall not have been signed by the
Corporation and delivered to the Trustee; and, upon the order of such successor
entity, instead of the Corporation, and subject to all the terms, conditions and
limitations prescribed in this Indenture, the Trustee shall authenticate and
shall deliver any Debt Securities or Coupons which previously shall have been
signed and delivered by the officers of the Corporation to the Trustee for
authentication, and any Debt Securities or Coupons that such successor entity
thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All of the Debt Securities, and any Coupons appertaining thereto, so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Debt Securities or Coupons theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Debt
Securities, and any Coupons appertaining thereto, had been issued at the date of
the execution hereof.



                                       57
<PAGE>

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

SECTION 11.03. CERTIFICATE TO TRUSTEE. On or before April 1, 2003, and on or
before April 1 in each year thereafter, the Corporation will deliver to the
Trustee an Officers' Certificate signed by the Corporation's principal executive
officer, principal financial officer or principal accounting officer, as to such
Officer's knowledge of the Corporation's compliance with all conditions and
covenants under this Indenture (such compliance to be determined without regard
to any period of grace or requirement of notice provided under this Indenture),
as required by Section 314(a)(4) of the Trust Indenture Act of 1939.

                                 ARTICLE TWELVE

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                                UNCLAIMED MONIES

SECTION 12.01. DISCHARGE OF INDENTURE. If at any time (i) the Corporation shall
have delivered to the Trustee for cancellation all Debt Securities of any series
theretofore authenticated (other than any Debt Securities of such series and
Coupons pertaining thereto that shall have been destroyed, lost or stolen and
that shall have been replaced or paid as provided in Section 2.07) or (ii) all
Debt Securities of any series and any Coupons appertaining to such Debt
Securities not theretofore delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Corporation shall deposit or cause to be deposited with the Trustee as trust
funds the entire amount (other than monies repaid by the Trustee or any paying
agent to the Corporation in accordance with Sections 12.04 or 12.05) sufficient
to pay at maturity or upon redemption or repayment all Debt Securities of such
series and all Coupons appertaining to such Debt Securities not theretofore
delivered to the Trustee for cancellation (other than any Debt Securities of
such series and Coupons pertaining thereto that shall have been destroyed, lost
or stolen and that shall have been replaced or paid as provided in Section
2.07), including principal (and premium, if any), interest, if any, and
Additional Amounts, if any, due or to become due to such date of maturity,
Redemption Date or Repayment Date, as the case may be, and if in either case the
Corporation shall also pay or cause to be paid all other sums payable hereunder
by the Corporation with respect to such series, then this Indenture shall cease
to be of further effect with respect to the Debt



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<PAGE>

Securities of such series or any Coupons appertaining to such Debt Securities,
and the Trustee, on demand of and at the cost and expense of the Corporation and
subject to Section 14.04, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to the Debt
Securities of such series and all Coupons appertaining to such Debt Securities.
The Corporation agrees to reimburse the Trustee for any costs or expenses
thereafter reasonably and properly incurred by the Trustee in connection with
this Indenture or the Debt Securities of such series or any Coupons appertaining
to such Debt Securities.

SECTION 12.02. SATISFACTION, DISCHARGE AND DEFEASANCE OF DEBT SECURITIES OF ANY
SERIES. If pursuant to Section 2.01 provision is made for the defeasance of Debt
Securities of a series, then the provisions of this Section 12.02 shall be
applicable except as otherwise specified as contemplated by Section 2.01 for
Debt Securities of such series. At the Corporation's option, either (a) the
Corporation shall be deemed to have paid and discharged the entire indebtedness
on all the outstanding Debt Securities of any such series and the Trustee, at
the expense of the Corporation, shall execute proper instruments acknowledging
satisfaction and discharge of such indebtedness or (b) the Corporation shall
cease to be under any obligation to comply with any term, provision, condition
or covenant specified as contemplated by Section 2.01, when

                  (a) either

                           (1) with respect to all outstanding Debt Securities
of such series,

                                    (i) the Corporation has deposited or caused
to be deposited with the Trustee as trust funds in trust for the purpose an
amount (in such currency in which such outstanding Debt Securities and any
related Coupons are then specified as payable at Stated Maturity) sufficient to
pay and discharge the entire indebtedness of all outstanding Debt Securities of
such series for principal (and premium, if any), interest, if any, and
Additional Amounts, if any, to the Stated Maturity or any Redemption Date as
contemplated by the last paragraph of this Section 12.02, as the case may be; or

                                    (ii) the Corporation has deposited or caused
to be deposited with the Trustee as obligations in trust for the purpose such
amount of direct noncallable obligations of, or noncallable obligations the
payment of principal of and interest on which is fully guaranteed by, the United
States of America, or to the payment of which obligations or guarantees the full
faith and credit of the United States of America is pledged, maturing as to
principal and interest in such amounts and at such times as will, together with
the income to accrue thereon (but without reinvesting any proceeds thereof), be
sufficient to pay and discharge the entire indebtedness on all outstanding Debt
Securities of such series for principal (and premium, if any), interest, if any,
and Additional Amounts , if any, to the Stated Maturity or any Redemption Date
as contemplated by the last paragraph of this Section 12.02, as the case may be;
or



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<PAGE>

                           (2) the Corporation has properly fulfilled such other
terms and conditions of the satisfaction and discharge as is specified, as
contemplated by Section 2.01, as applicable to the Debt Securities of such
series, and

                  (b) the Corporation has paid or caused to be paid all other
sums payable with respect to the outstanding Debt Securities of such series, and

                  (c) The Corporation has delivered to the Trustee an Opinion of
Counsel stating that (i) the Corporation has received from, or there has been
published by, the Internal Revenue Service a ruling or (ii) since the date of
execution of this Indenture, there has been a change in the applicable Federal
income tax law, in either case to the effect that, and based thereon such
opinion shall confirm that, the holders of the outstanding Debt Securities and
any related Coupons will not recognize income, gain or loss for Federal income
tax purposes as a result of such deposit, defeasance and discharge and will be
subject to Federal income tax on the same amounts and in the same manner and at
the same times, as would have been the case if such deposit, defeasance and
discharge had not occurred, and

                  (d) the Corporation has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of the
entire indebtedness on all outstanding Debt Securities of any such series have
been complied with.

         Any deposits with the Trustee referred to in Section 12.02(l)(A) above
shall be irrevocable and shall be made under the terms of an escrow trust
agreement in form and substance satisfactory to the Trustee. If any outstanding
Debt Securities of such series are to be redeemed prior to their Stated
Maturity, whether pursuant to an optional redemption provision or in accordance
with any mandatory sinking fund requirement or otherwise, the applicable escrow
trust agreement shall provide therefor and the Corporation shall make such
arrangements as are satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Corporation.

SECTION 12.03. DEPOSITED MONIES TO BE HELD IN TRUST BY TRUSTEE. All monies
deposited with the Trustee pursuant to Section 12.01 or 12.02 shall be held in
trust and applied by it to the payment, either directly or through any paying
agent (including the Corporation acting as its own paying agent), to the Holders
of the particular Debt Securities and of any Coupons appertaining to such Debt
Securities for the payment or redemption of which such monies have been
deposited with the Trustee, of all sums due and to become due thereon for
principal (and premium, if any), interest, if any, and Additional Amounts, if
any.

SECTION 12.04. PAYING AGENT TO REPAY MONIES HELD. In connection with the
satisfaction and discharge of this Indenture with respect to Debt Securities of
any



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<PAGE>

series, all monies with respect to such Debt Securities then held by any paying
agent under the provisions of this Indenture shall, upon demand of the
Corporation, be repaid to it or paid to the Trustee and thereupon such paying
agent shall be released from any further liability with respect to such monies.

SECTION 12.05. RETURN OF UNCLAIMED MONIES. Any monies deposited with or paid to
the Trustee or any paying agent for the payment of the principal of (and
premium, if any), interest, if any, and Additional Amounts, if any, on any Debt
Security and not applied but remaining unclaimed for two years after the date
upon which such principal (and premium, if any), interest, if any, and
Additional Amounts, if any, shall have become due and payable, shall, unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property law, be repaid to the Corporation by the Trustee or such
paying agent on demand, and the Holder of such Debt Security or any Coupon
appertaining to such Debt Security shall, unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law,
thereafter look only to the Corporation for any payment that such Holder may be
entitled to collect and all liability of the Trustee or any paying agent with
respect to such monies shall thereupon cease; provided, however, that the
Trustee or such paying agent, before being required to make any such repayment
with respect to monies deposited with it or any payment in respect of
Unregistered Securities of any series, may at the expense of the Corporation
cause to be published once, in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and once in an Authorized Newspaper in London
(and, if required by Section 4.04, at least once in an Authorized Newspaper in
Luxembourg), notice that such monies remain and that, after a date specified
therein, which shall not be less than thirty days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Corporation.

                                ARTICLE THIRTEEN

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

SECTION 13.01. INDENTURE AND DEBT SECURITIES SOLELY CORPORATE OBLIGATIONS. No
recourse under or upon any obligation, covenant or agreement contained in this
Indenture or any indenture supplemental hereto, or in any Debt Security, or
because or on account of any indebtedness evidenced thereby, shall be had
against any past, present or future incorporator, stockholder, officer or
director, or other applicable principal, as such, of the Corporation or of any
successor entity, either directly or through the Corporation or any successor
entity, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the



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<PAGE>

acceptance of the Debt Securities by the Holders thereof and as part of the
consideration for the issue of the Debt Securities and Coupons.

                                ARTICLE FOURTEEN

                            MISCELLANEOUS PROVISIONS

SECTION 14.01. BENEFITS OF INDENTURE RESTRICTED TO PARTIES AND SECURITYHOLDERS.
Nothing in this Indenture or in the Debt Securities or Coupons, expressed or
implied, shall give or be construed to give to any Person, other than the
parties hereto and their successors and the Holders of the Debt Securities or
Coupons, any legal or equitable right, remedy or claim under this Indenture or
under any covenant or provision herein contained, all such covenants and
provisions being for the sole benefit of the parties hereto and their successors
and of the Holders of the Debt Securities or Coupons.

SECTION 14.02. PROVISIONS BINDING ON CORPORATION'S SUCCESSORS. All the
covenants, stipulations, promises and agreements contained in this Indenture by
or on behalf of the Corporation shall bind its successors and assigns, whether
so expressed or not.

SECTION 14.03. ADDRESSES FOR NOTICES, ETC. Any notice or demand that by any
provision of this Indenture is required or permitted to be given or served by
the Trustee or by the Holders of Debt Securities to or on the Corporation may be
given or served by being deposited postage prepaid first class mail in a post
office letter box addressed (until another address is filed by the Corporation
with the Trustee), as follows: Delphi Corporation, 5725 Delphi Drive, Troy,
Michigan 48098, Attention General Counsel. Any notice, direction, request or
demand by any Securityholder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made in writing at its
Corporate Trust Office, which is, at the date of this Indenture, 1111 Polaris
Parkway, Mail Suite OH1-0181, Columbus, Ohio 43240; fax 614-248-5195.

SECTION 14.04. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. Upon any
application or demand by the Corporation to the Trustee to take any action under
any of the provisions of this Indenture, the Corporation shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent have been complied with, except that in the case of any
such application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.



                                       62
<PAGE>

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

SECTION 14.05. LEGAL HOLIDAYS. In any case where the Interest Payment Date,
Stated Maturity Date or the Redemption Date of any Debt Securities shall not be
a Business Day in a city where payment thereof is to be made, then payment of
any interest, premium or Additional Amounts on, or principal of, such Debt
Securities or exchange of Debt Securities need not be made on such date in such
city but may be made on the next succeeding Business Day with the same force and
effect as if made on the date of maturity or the date fixed for redemption, or
exchange, and no interest shall accrue for the period after such date.

SECTION 14.06. TRUST INDENTURE ACT TO CONTROL. If and to the extent that any
provision of this Indenture limits, qualifies or conflicts with another
provision included in this Indenture by operation of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939 (an "incorporated provision"),
such incorporated provision shall control.

SECTION 14.07. EXECUTION IN COUNTERPARTS. This Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute one and the same instrument.

SECTION 14.08. NEW YORK CONTRACT. This Indenture and each Debt Security shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be governed by and construed in accordance with the laws of
said State, regardless of the laws that might otherwise govern under applicable
New York principles of conflicts of law and except as may otherwise be required
by mandatory provisions of law. Any claims or proceedings in respect of this
Indenture shall be heard in a federal or state court located in the State of New
York.

SECTION 14.09. JUDGMENT CURRENCY. The Corporation agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the purposes
of obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of or interest on the Debt Securities of any series
(the "Required Currency") into a currency in which a judgment will be rendered
(the "Judgment Currency"), the rate



                                       63
<PAGE>

of exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in he City of New York the Required
Currency with the Judgment Currency on the date on which final unappealable
judgment is entered, unless such day is not a New York Banking Day, then, to the
extent permitted by applicable law, the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could purchase
in The City of New York the Required Currency with the Judgment Currency on the
New York Banking Day next preceding the day on which final unappealable judgment
is entered and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, or any
recovery pursuant to any judgment (whether or not entered in accordance with
subsection (a)), in any currency other than the Required Currency, except to the
extent that such tender or recovery shall result in the actual receipt, by the
payee, of the full amount of the Required Currency expressed to be payable in
respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required
Currency the amount, if any, by which such actual receipt shall fall short of
the full amount of the Required Currency so expressed to be payable and (iii)
shall not be affected by judgment being obtained for any other sum due under
this Indenture. For purposes of the foregoing, "New York Banking Day" means any
day except a Saturday, Sunday or a legal holiday in The City of New York or a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to close.

SECTION 14.10. SEVERABILITY OF PROVISIONS. Any prohibition, invalidity or
unenforceability of any provision of this Indenture in any jurisdiction shall
not invalidate or render unenforceable the remaining provisions hereto in such
jurisdiction and shall not invalidate or render unenforceable such provisions in
any other jurisdiction.

SECTION 14.11. CORPORATION RELEASED FROM INDENTURE REQUIREMENTS UNDER CERTAIN
CIRCUMSTANCES. Whenever in this Indenture the Corporation shall be required to
do or not to do any thing so long as any of the Debt Securities of any series
shall be Outstanding, the Corporation shall, notwithstanding any such provision,
not be required to comply with such provisions if it shall be entitled to have
this Indenture satisfied and discharged pursuant to the provisions hereof, even
though in either case the Holders of any of the Debt Securities of that series
shall have failed to present and surrender them for payment pursuant to the
terms of this Indenture.



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<PAGE>

                                ARTICLE FIFTEEN

                                 SINKING FUNDS

SECTION 15.01. APPLICABILITY OF ARTICLE. The provisions of this Article shall be
applicable to any sinking fund for the retirement of Debt Securities of a series
except as otherwise specified as contemplated by Section 2.01 for Debt
Securities of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Debt Securities of any series is herein referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount provided
for by the term of Debt Securities of any series is herein referred to as an
"optional sinking fund payment." If provided for by the terms of Debt Securities
of any series, the amount of any sinking fund payment may be subject to
reduction as provided in Section 15.02. Each sinking fund payment shall be
applied to the redemption of Debt Securities of any series as provided for by
the terms of Debt Securities of such series.

SECTION 15.02. SATISFACTION OF SINKING FUND PAYMENTS WITH DEBT SECURITIES. The
Corporation (1) may deliver Outstanding Debt Securities of a series (other than
any previously called for redemption), together in the case of any Unregistered
Securities of such series with all unmatured Coupons, and (2) may apply as a
credit Debt Securities of a series which have been redeemed either at the
election of the Corporation pursuant to the terms of such Debt Securities or
through the application of permitted optional sinking fund payments pursuant to
the terms of such Debt Securities, in each case in satisfaction of all or any
part of any sinking fund payment with respect to the Debt Securities of such
series required to be made pursuant to the terms of such Debt Securities as
provided for by the terms of such series; provided that such Debt Securities
have not been previously so credited. Such Debt Securities shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in
such Debt Securities for redemption through operation of the sinking fund and
the amount of such sinking fund payment shall be reduced accordingly. If as a
result of the delivery or credit of Debt Securities in lieu of cash payments
pursuant to this Section 15.02, the principal amount of Debt Securities to be
redeemed in order to exhaust the aforesaid cash payment shall be less than
$100,000, the Trustee need not call Debt Securities for redemption, except upon
Corporation Order, and such cash payment shall be held by the Trustee or a
Paying Agent and applied to the next succeeding sinking fund payment, provided,
however, that the Trustee or such Paying Agent shall at the request of the
Corporation from time to time pay over and deliver to the Corporation any cash
payment so being held by the Trustee or such Paying Agent upon delivery by the
Corporation to the Trustee of Debt Securities purchased by the Corporation
having an unpaid principal amount equal to the cash payment requested to be
released to the Corporation.



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<PAGE>

SECTION 15.03. REDEMPTION OF DEBT SECURITIES FOR SINKING FUND. Not less than 60
days prior to each sinking fund payment date for any series of Debt Securities
(unless a shorter period shall be satisfactory to the Trustee), the Corporation
will deliver to the Trustee an Officers' Certificate specifying the amount of
the next ensuing sinking fund payment for that series pursuant to the terms of
that series, the portion thereof, if any, which is to be satisfied by payment of
cash, the portion thereof, if any, which is to be satisfied by crediting Debt
Securities of that series pursuant to Section 15.02 and the basis for any such
credit and, prior to or concurrently with the delivery of such Officers'
Certificate, will also deliver to the Trustee any Debt Securities to be so
credited and not theretofore delivered to the Trustee. Not less than 30 days
(unless a shorter period shall be satisfactory to the Trustee) before each such
sinking fund payment date the Trustee shall select the Debt Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
15.03 and cause notice of the redemption thereof to be given in the name of and
at the expense of the Corporation in the manner provided in Section 3.02. Such
notice having been duly given, the redemption of such Debt Securities shall be
made upon the terms and in the manner stated in Sections 3.03 and 3.04.

                                ARTICLE SIXTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

SECTION 16.01. APPLICABILITY OF ARTICLE. Debt Securities of any series that are
repayable at the option of the Holders thereof before their Stated Maturity
shall be repaid in accordance with their terms and (except as otherwise
specified pursuant to Section 2.01 for Debt Securities of such series) in
accordance with this Article.

SECTION 16.02. REPAYMENT OF DEBT SECURITIES. Each Debt Security that is subject
to repayment in whole or in part at the option of the Holder thereof on a
Repayment Date shall be repaid at the applicable Repayment Price together with
interest accrued to such Repayment Date as specified pursuant to Section 2.01.

SECTION 16.03. EXERCISE OF OPTION; NOTICE. Each Holder desiring to exercise such
Holder's option for repayment shall, as conditions to such repayment, surrender
the Debt Security to be repaid in whole or in part together with written notice
of the exercise of such option at any office or agency of the Corporation in a
Place of Payment, not less than 30 nor more than 45 days prior to the Repayment
Date; provided, however, that surrender of Unregistered Securities together with
written notice of exercise of such option shall be made at an office or agency
located outside the United States except as otherwise provided in Section 4.02.
Such notice, which shall be irrevocable, shall specify the principal amount of
such Debt Security to be repaid, which shall be equal to the minimum authorized
denomination for such Debt Security or an integral multiple thereof, and shall
identify the Debt Security to be repaid and, in the case of a partial repayment
of


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<PAGE>

the Debt Security, shall specify the denomination or denominations of the Debt
Security or Debt Securities of the same series to be issued to the Holder for
the portion of the principal of the Debt Security surrendered which is not to be
repaid.

         If any Unregistered Security surrendered for repayment shall not be
accompanied by all unmatured Coupons and all matured Coupons in default, such
Unregistered Security may be paid after deducting from the Repayment Price an
amount equal to the face amount of all such missing Coupons, or the surrender of
such missing Coupon or Coupons may be waived by the Corporation and the Trustee
if there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of
such Unregistered Security shall surrender to the Trustee or any Paying Agent
any such missing Coupon in respect of which a deduction shall have been made
from the Repayment Price, such Holder shall be entitled to receive the amount so
deducted without interest thereon; provided, however, that interest represented
by Coupons shall be payable only at an office or agency located outside the
United States except as otherwise provided in Section 4.02.

         The Corporation shall execute and the Trustee shall authenticate and
deliver without service charge to the Holder of any Registered Security so
surrendered a new Registered Security or Debt Securities of the same series, of
any authorized denomination specified in the foregoing notice, in an aggregate
principal amount equal to any portion of the principal of the Registered
Security so surrendered which is not to be repaid.

         The Corporation shall execute and the Trustee shall authenticate and
deliver without service charge to the Holder of any Unregistered Security so
surrendered a new Registered Security or Debt Securities or new Unregistered
Security or Debt Securities (and all unmatured Coupons and matured Coupons in
default) or any combination thereof of the same series of any authorized
denomination or denominations specified in the foregoing notice, in an aggregate
principal amount equal to any portion of the principal of the Debt Security so
surrendered which is not to be paid; provided, however, that the issuance of a
Registered Security therefor shall be subject to applicable laws and
regulations, including provisions of the United States federal income tax laws
and regulations in effect at the time of the exchange; neither the Corporation,
the Trustee nor the Security Registrar shall issue Registered Securities for
Unregistered Securities if it has received an Opinion of Counsel that as a
result of such issuance the Corporation would suffer adverse consequences under
the United States federal income tax laws then in effect and the Corporation has
delivered to the Trustee a Corporation Order directing the Trustee not to make
such issuances thereafter unless and until the Trustee receives a subsequent
Corporation Order to the contrary. The Corporation shall deliver copies of such
Corporation Order to the Security Registrar.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the repayment of Debt Securities shall
relate, in the case of any



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<PAGE>

Debt Security repaid or to be repaid only in part, to the portion of the
principal of such Debt Security which has been or is to be repaid.

SECTION 16.04. ELECTION OF REPAYMENT BY REMARKETING ENTITIES. The Corporation
may elect, with respect to Debt Securities of any series which are repayable at
the option of the Holders thereof before their Stated Maturity, at any time
prior to any Repayment Date to designate one or more Remarketing Entities to
purchase, at a price equal to the Repayment Price, Debt Securities of such
series from the Holders thereof who give notice and surrender their Debt
Securities in accordance with Section 16.03.

SECTION 16.05. DEBT SECURITIES PAYABLE ON THE REPAYMENT DATE. Notice of exercise
of the option of repayment having been given and the Debt Securities so to be
repaid having been surrendered as aforesaid, such Debt Securities shall, unless
purchased in accordance with Section 16.04, on the Repayment Date become due and
payable at the price therein specified and from and after the Repayment Date
such Debt Securities shall cease to bear interest and shall be paid on the
Repayment Date, and the Coupons to Unregistered Securities so to be repaid,
except to the extent provided above, shall be void, unless the Corporation shall
default in the payment of such price, in which case the Corporation shall
continue to be obligated for the principal amount of such Debt Securities and
shall be obligated to pay interest on such principal amount at the rate borne by
such Debt Securities from time to time until payment in full of such principal
amount.

                               ARTICLE SEVENTEEN

                        SUBORDINATION OF DEBT SECURITIES

SECTION 17.01. DEBT SECURITIES SUBORDINATE TO SENIOR DEBT. The Corporation
covenants and agrees that anything in this Indenture or the Debt Securities of
any series to the contrary notwithstanding, the indebtedness evidenced by the
Debt Securities of each series or any Coupons appurtenant thereto is subordinate
and junior in right of payment to all Senior Debt to the extent provided herein,
and each Holder of Debt Securities of each series or any Coupons appurtenant
thereto, by such Holder's acceptance thereof, likewise covenants and agrees to
the subordination herein provided and shall be bound by the provisions hereof.
Senior Debt shall continue to be Senior Debt and entitled to the benefits of
these subordination provisions irrespective of any amendment, modification or
waiver of any term of the Senior Debt or extension or renewal of the Senior
Debt.

         In the event that the Corporation shall default in the payment of any
principal of (or premium, if any) or interest on any Senior Debt when the same
become due and payable, whether at maturity or at a date fixed for prepayment or
by declaration of acceleration or otherwise, then, upon written notice of such
default to the Corporation by the Holders of Senior Debt or any trustee
therefor, unless and until such default shall



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<PAGE>

have been cured or waived or shall have ceased to exist, no direct or indirect
payment (in cash, property, securities, by set-off or otherwise) shall be made
or agreed to be made on account of the principal of (or premium, if any) or
interest on any of the Debt Securities, or in respect of any redemption,
repayment, retirement, purchase or other acquisition of any of the Debt
Securities.

         In the event of

         (a) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, composition or other similar proceeding relating
to the Corporation, its creditors or its property,

         (b) any proceeding for the liquidation, dissolution or other winding up
of the Corporation, voluntary or involuntary, whether or not involving
insolvency or bankruptcy proceedings,

         (c) any assignment by the Corporation for the benefit of creditors, or

         (d) any other marshalling of the assets of the Corporation,

all Senior Debt (including any interest thereon accruing after the commencement
of any such proceedings) shall first be paid in full before any payment or
distribution, whether in cash, securities or other property, shall be made to
any Holder of any of the Debt Securities or Coupons on account thereof. Any
payment or distribution, whether in cash, securities or other property (other
than securities of the Corporation or any other corporation provided for by a
plan of reorganization or readjustment the payment of which is subordinate, at
least to the extent provided in these subordination provisions with respect to
the indebtedness evidenced by the Debt Securities, to the payment of all Senior
Debt at the time outstanding and to any securities issued in respect thereof
under any such plan of reorganization or readjustment), which would otherwise
(but for these subordination provisions) be payable or deliverable in respect of
the Debt Securities of any series or any Coupons appurtenant thereto shall be
paid or delivered directly to the Holders of Senior Debt in accordance with the
priorities then existing among such Holders until all Senior Debt (including any
interest thereon accruing after the commencement of any such proceedings) shall
have been paid in full. In the event of any such proceeding, after payment in
full of all sums owing with respect to Senior Debt, the Holders of the Debt
Securities and Coupons, together with the Holders of any obligations of the
Corporation ranking on a parity with the Debt Securities, shall be entitled to
be paid from the remaining assets of the Corporation the amounts at the time due
and owing on account of unpaid principal of (and premium, if any) and interest
on the Debt Securities and such other obligations before any payment or other
distribution, whether in cash, property or otherwise, shall be made on account
of any capital stock or any obligations of the Corporation ranking junior to the
Debt Securities and such other obligations.



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<PAGE>

         In the event that, notwithstanding the foregoing, any payment or
distribution of any character or any security, whether in cash, securities or
other property (other than securities of the Corporation or any other
corporation provided for by a plan of reorganization or readjustment the payment
of which is subordinate, at least to the extent provided in these subordination
provisions with respect to the indebtedness evidenced by the Debt Securities, to
the payment of all Senior Debt at the time outstanding and to any securities
issued in respect thereof under any such plan of reorganization or
readjustment), shall be received by the Trustee or any Holder in contravention
of any of the terms hereof such payment or distribution or security shall be
received in trust for the benefit of, and shall be paid over or delivered and
transferred to, the holders of the Senior Debt at the time outstanding in
accordance with the priorities then existing among such holders for application
to the payment of all Senior Debt remaining unpaid, to the extent necessary to
pay all such Senior Debt in full. In the event of the failure of the Trustee or
any Holder to endorse or assign any such payment, distribution or security, each
holder of Senior Debt is hereby irrevocably authorized to endorse or assign the
same.

         No present or future holder of any Senior Debt shall be prejudiced in
the right to enforce subordination of the indebtedness evidenced by the Debt
Securities by any act or failure to act on the part of the Corporation. Nothing
contained herein shall impair, as between the Corporation and the Holders of
Debt Securities of each series, the obligation of the Corporation to pay to such
Holders the principal of (and premium, if any) and interest upon such Debt
Securities and Coupons, or prevent the Trustee or the Holder from exercising all
rights, powers and remedies otherwise permitted by applicable law or hereunder
upon a default or Event of Default hereunder, all subject to the rights of the
holders of the Senior Debt to receive cash, securities or other property
otherwise payable or deliverable to the Holders.

         Senior Debt shall not be deemed to have been paid in full unless the
holders thereof shall have received cash, securities or other property equal to
the amount of such Senior Debt then outstanding. Upon the payment in full of all
Senior Debt, the Holders of Debt Securities of each series and Coupons, if any,
shall be subrogated to all rights of any holders of Senior Debt to receive any
further payments or distributions applicable to the Senior Debt until the
indebtedness evidenced by the Debt Securities of such series and Coupons, if
any, shall have been paid in full, and such payments or distributions received
by such Holders, by reason of such subrogation, of cash, securities or other
property which otherwise would be paid or distributed to the holders of Senior
Debt, shall, as between the Corporation and its creditors other than the holders
of Senior Debt, on the one hand, and such Holders, on the other hand, be deemed
to be a payment by the Corporation on account of Senior Debt, and not on account
of the Debt Securities of such series.

         The Trustee and Holders will take action (including, without
limitation, the delivery of this Indenture to an agent for the holders of Senior
Debt or consent to the



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<PAGE>

filing of a financing statement with respect hereto) as may, in the opinion of
counsel designated by the holders of a majority in principal amount of the
Senior Debt at the time outstanding, be necessary or appropriate to assure the
effectiveness of the subordination effected by these provisions.

         The provisions of this Section 17.01 shall not impair any rights,
interests, remedies or powers of any secured creditor of the Corporation in
respect of any security interest the creation of which is not prohibited by the
provisions of this Indenture.

         The securing of any obligations of the Corporation, otherwise ranking
on a parity with the Debt Securities or ranking junior to the Debt Securities,
shall not be deemed to prevent such obligations from constituting, respectively,
obligations ranking on a parity with the Debt Securities or ranking junior to
the Debt Securities.

SECTION 17.02. TRUSTEE AND HOLDERS OF DEBT SECURITIES MAY RELY ON CERTIFICATE OF
LIQUIDATING AGENT; TRUSTEE MAY REQUIRE FURTHER EVIDENCE AS TO OWNERSHIP OF
SENIOR DEBT; TRUSTEE NOT FIDUCIARY TO HOLDERS OF SENIOR DEBT. Upon any payment
or distribution of assets of the Corporation referred to in this Article
Seventeen, the Trustee and the Holders shall be entitled to rely upon an order
or decree made by any court of competent jurisdiction in which such dissolution
or winding up or liquidation or reorganization or arrangement proceedings are
pending or upon a certificate of the trustee in bankruptcy, receiver, assignee
for the benefit of creditors or other Person making such payment or
distribution, delivered to the Trustee or to the Holders, for the purpose of
ascertaining the persons entitled to participate in such distribution, the
holders of the Senior Debt and other indebtedness of the Corporation, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article Seventeen. In the
absence of any such bankruptcy trustee, receiver, assignee or other Person, the
Trustee shall be entitled to rely upon a written notice by a Person representing
himself or herself to be a holder of Senior Debt (or a trustee or representative
on behalf of such holder) as evidence that such Person is a holder of such
Senior Debt (or is such a trustee or representative). In the event that the
Trustee determines, in good faith, that further evidence is required with
respect to the right of any person as holder of Senior Debt to participate in
any payments or distributions pursuant to this Article Seventeen, the Trustee
may request such person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Debt held by such Person, as to the
extent to which such Person is entitled to participate in such payment or
distribution, and as to other facts pertinent to the rights of such Person under
this Article Seventeen, and if such evidence is not furnished, the Trustee may
defer any payment to such Person pending judicial determination as to the right
of such Person to receive payment. The Trustee, however, shall not be deemed to
owe any fiduciary duty to the holders of Senior Debt.



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<PAGE>

SECTION 17.03. PAYMENT PERMITTED IF NO DEFAULT. Nothing contained in this
Article Seventeen or elsewhere in this Indenture, or in any of the Debt
Securities, shall prevent (a) the Corporation at any time, except during the
pendency of any dissolution, winding up, liquidation or reorganization
proceedings referred to in, or under the conditions described in, Section 17.01,
from making payments of the principal of (or premium, if any) or interest on the
Debt Securities or (b) the application by the Trustee or any Paying Agent of any
moneys deposited with it hereunder to payments of the principal of or interest
on the Debt Securities, if, at the time of such deposit, the Trustee or such
Paying Agent, as the case may be, did not have the written notice provided for
in Section 17.04 of any event prohibiting the making of such deposit, or if, at
the time of such deposit (whether or not in trust) by the Corporation with the
Trustee or any Paying Agent (other than the Corporation) such payment would not
have been prohibited by the provisions of this Article, and the Trustee or any
Paying Agent shall not be affected by any notice to the contrary received by it
on or after such date.

SECTION 17.04. TRUSTEE NOT CHARGED WITH KNOWLEDGE OF PROHIBITION. Anything in
this Article Seventeen or elsewhere in this Indenture contained to the contrary
notwithstanding, the Trustee shall not at any time be charged with knowledge of
the existence of any facts which would prohibit the making of any payment of
money to or by the Trustee and shall be entitled conclusively to assume that no
such facts exist and that no event specified in Section 17.01 has happened,
unless and until a Responsible Officer of the Trustee shall have received
written notice to that effect from the Corporation or signed by or on behalf of
the holder or holders or their representatives, of Senior Debt who shall have
been certified by the Corporation or otherwise established to the reasonable
satisfaction of the Trustee to be such holder or holders or representatives or
from any trustee under the indenture pursuant to which such Senior Debt shall be
outstanding; and, prior to the receipt of any such written notice, the Trustee,
subject to the provisions of Section 7.01, shall be entitled in all respects to
assume that no such facts exist; provided, however, that if the Trustee shall
not have received the notice provided for in this Section at least three
Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of or interest on any Security), then, anything herein contained
to the contrary notwithstanding, but without limiting the rights and remedies of
the holders of Senior Debt or any representatives therefor, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purpose for which such money was received and shall not be affected by any
notice to the contrary which may be received by it within two Business Days
prior to such date. Any notice required or permitted to be given to the Trustee
by a holder of Senior Debt or by any representatives thereof shall be in writing
and shall be sufficient for every purpose hereunder if in writing and either (i)
sent via facsimile to the Trustee, the receipt of which shall be confirmed via
telephone, or (ii) mailed, first class postage prepaid, or sent by overnight
carrier, to the Trustee addressed to its Corporate Trust Office or to any other
address furnished in writing to such holder of Senior Debt by



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the Trustee. The Corporation shall give prompt written notice to the Trustee and
to the Paying Agent of any facts that would prohibit the payment of money to or
by the Trustee or any Paying Agent.

SECTION 17.05. TRUSTEE TO EFFECTUATE SUBORDINATION. Each Holder of Debt
Securities or Coupons by such Holder's acceptance thereof authorizes and directs
the Trustee in such Holder's behalf to take such action as may be necessary or
appropriate to effectuate the subordination as between such Holder and holders
of Senior Debt as provided in this Article and appoints the Trustee its
attorney-in-fact for any and all such purposes.

SECTION 17.06. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR DEBT. The Trustee shall be
entitled to all the rights set forth in this Article with respect to any Senior
Debt which may at the time be held by it, to the same extent as any other holder
of Senior Debt, provided that nothing in this Article shall deprive the Trustee
of any rights as such holder and provided further that nothing in this Article
shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 7.06.

SECTION 17.07. ARTICLE APPLICABLE TO PAYING AGENTS. In case at any time any
Paying Agent other than the Trustee shall have been appointed by the Corporation
and be then acting hereunder, the term "Trustee" as used in this Article shall
in such case (unless the context shall otherwise require) be construed as
extending to and including such Paying Agent within its meaning as fully for all
intents and purposes as if the Paying Agent were named in this Article in
addition to or in place of the Trustee; provided, however, that Sections 17.04
and 17.06 shall not apply to the Corporation or any Affiliate of the Corporation
if the Corporation or such Affiliate acts as Paying Agent.

SECTION 17.08. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE
CORPORATION OR HOLDERS OF SENIOR DEBT. No right of any present or future holders
of any Senior Debt to enforce subordination as herein provided shall at any time
or in any way be prejudiced or impaired by any act or failure to act on the part
of the Corporation or by any act or failure to act, in good faith, by any such
holder, or by any noncompliance by the Corporation with the terms, provision and
covenants of this Indenture, regardless of any knowledge thereof which any such
holder may have or be otherwise charged with. The holders of Senior Debt may, at
any time or from time to time and in their absolute discretion, change the
manner, place or terms of payment, change or extend the time of payment of, or
renew or alter any such Senior Debt, or amend or supplement any instrument
pursuant to which any such Senior Debt is issued or by which it may be secured,
or release any security therefor, or exercise or refrain from exercising any
other of their rights under the Senior Debt including, without limitation, the
waiver of default thereunder, all without notice to or assent from the Holders
of the Debt Securities or the Trustee and without affecting the obligations of
the Corporation, the Trustee or the Holders of the Debt Securities under this
Article.



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                                ARTICLE EIGHTEEN

                      CONVERSION OF CONVERTIBLE SECURITIES

SECTION 18.01. APPLICABILITY OF ARTICLE. If an Officers' Certificate or
supplemental indenture pursuant to Section 2.01 provides that the Debt
Securities of a series shall be Convertible Securities, Debt Securities of such
series shall be convertible in accordance with their terms and (except as
otherwise specified in such Officers' Certificate or supplemental indenture) in
accordance with this Article. In case by reason of the operation of this Article
Eighteen, the Convertible Securities shall be convertible into any other shares
or other securities or property of the Corporation or any other corporation, any
reference in this Indenture to the conversion of Convertible Securities pursuant
to this Article Eighteen shall be deemed to refer to and include conversion of
Convertible Securities into such other shares or other securities or property.

SECTION 18.02. RIGHT TO CONVERT. Subject to and upon compliance with the
provisions of this Article, the Holder of any Convertible Security shall have
the right, at such Holder's option, at any time prior to the close of business
on the date set forth in the Officers' Certificate delivered pursuant to Section
2.01 hereof (or if such Convertible Security is called for redemption or
submitted for repayment, then in respect of such Convertible Security to and
including but not after the close of business on the second Business Day prior
to the Redemption or Repayment Date, as the case may be, unless the Corporation
shall default in the payment due) to convert the principal amount of any such
Convertible Security, or, in the case of any Convertible Security of a
denomination greater than $1,000, any portion of such principal which is $1,000
or an integral multiple thereof, into that number of fully paid and
nonassessable shares of Common Stock (as such shares shall then be constituted)
obtained by dividing the principal amount of the Convertible Security or portion
thereof surrendered for conversion by the Conversion Price, by surrender of the
Convertible Security so to be converted in whole or in part in the manner
provided in Section 18.03. Such conversion shall be effected by the Corporation.

SECTION 18.03. EXERCISE OF CONVERSION PRIVILEGE; DELIVERY OF COMMON STOCK ON
CONVERSION; NO ADJUSTMENT FOR INTEREST OR DIVIDENDS. In order to exercise the
conversion privilege, the Holder of any Convertible Security to be converted in
whole or in part shall surrender such Convertible Security at an office or
agency maintained by the Corporation pursuant to Section 4.02, accompanied by
the funds, if any, required by the last paragraph of this Section, together with
written notice of conversion in the form provided on the Convertible Securities,
that the Holder elects to convert such Convertible Security or the portion
thereof specified in said notice. Such notice shall also state the name or names
(with address) in which the certificate or certificates for shares of Common
Stock which shall be deliverable on such conversion shall be registered, and
shall be accompanied by transfer taxes, if required pursuant to Section 18.08.
Each Convertible Security surrendered for conversion shall,



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<PAGE>

unless the shares deliverable on conversion are to be registered in the same
name as the registration of such Convertible Security, be duly endorsed by, or
accompanied by instruments of transfer in form satisfactory to the Corporation
duly executed by, the Holder or such Holder's duly authorized attorney.

         As promptly as practicable after the surrender of such Convertible
Security and the receipt of such notice and funds, if any, as aforesaid, the
Corporation shall deliver at such office or agency to such Holder, or on such
Holder's written order, a certificate or certificates for the number of full
shares deliverable upon the conversion of such Convertible Security or portion
thereof in accordance with the provisions of this Article and a check or cash in
respect of any fractional interest in respect of a share of Common Stock arising
upon such conversion as provided in Section 18.04. In case any Convertible
Security of a denomination greater than $1,000 shall be surrendered for partial
conversion and subject to Section 2.04, the Corporation shall execute and the
Trustee shall authenticate and deliver to or upon the written order of the
Holder of the Convertible Security so surrendered, without charge to such
Holder, a new Convertible Security or Convertible Securities in authorized
denominations in an aggregate principal amount equal to the unconverted portion
of the surrendered Convertible Security.

         Each conversion shall be deemed to have been effected on the date on
which such Convertible Security shall have been surrendered (accompanied by the
funds, if any, required by the last paragraph of this Section) and such notice
shall have been received by the Corporation, as aforesaid, and the person in
whose name any certificate or certificates for shares of Common Stock shall be
registrable upon such conversion shall be deemed to have become on said date the
holder of record of the shares represented thereby; provided, however, that any
such surrender on any date when the stock transfer books of the Corporation
shall be closed shall constitute the person in whose name the certificates are
to be registered as the record holder thereof for all purposes on the next
succeeding day on which stock transfer books are open, but such conversion shall
be at the Conversion Price in effect on the date upon which such Convertible
Security shall have been surrendered.

         Any Convertible Security or portion thereof surrendered for conversion
during the period from the close of business on the Regular Record Date for any
Interest Payment Date shall (unless such Convertible Security or portion thereof
being converted shall have been called for redemption or submitted for repayment
on a date in such period) be accompanied by payment, in legal tender or other
funds acceptable to the Corporation, of an amount equal to the interest
otherwise payable on such Interest Payment Date on the principal amount being
converted; provided, however, that no such payment need be made if there shall
exist at the time of conversion a default on the payment of interest on the
Convertible Securities. An amount equal to such payment shall be paid by the
Corporation on such Interest Payment Date to the Holder of such Convertible
Security on such Regular Record Date, provided, however, that if the Corporation
shall default in the



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<PAGE>

payment of interest on such Interest Payment Date, such amount shall be paid to
the person who made such required payment. Except as provided above in this
Section, no adjustment shall be made for interest accrued on any Convertible
Security converted or for dividends on any shares issued upon the conversion of
such Convertible Security as provided in this Article.

SECTION 18.04. CASH PAYMENTS IN LIEU OF FRACTIONAL SHARES. No fractional shares
of Common Stock or scrip representing fractional shares shall be delivered upon
conversion of Convertible Securities. If more than one Convertible Security
shall be surrendered for conversion at one time by the same Holder, the number
of full shares which shall be deliverable upon conversion shall be computed on
the basis of the aggregate principal amount of the Convertible Securities (or
specified portions thereof to the extent permitted hereby) so surrendered. If
any fractional share of stock would be deliverable upon the conversion of any
Convertible Security or Convertible Securities, the Corporation shall make an
adjustment therefor in cash at the current market value of such fractional share
of stock. The market value of a share of Common Stock shall be the Closing Price
on the Business Day immediately preceding the day on which the Convertible
Securities (or specified portions thereof) are deemed to have been converted.

SECTION 18.05. CONVERSION PRICE. The Conversion Price shall be as specified in
the form of Convertible Security hereinafter set forth, subject to adjustment as
provided in this Article.

SECTION 18.06. ADJUSTMENT TO CONVERSION PRICE. The Conversion Price shall be
adjusted from time to time as follows:

         (a) In case the Corporation shall (i) pay a dividend or make a
distribution on the Common Stock in shares of its capital stock (whether shares
of Common Stock or of capital stock of any other class), (ii) subdivide or
reclassify its outstanding Common Stock into a greater number of securities
(including Common Stock), or (iii) combine or reclassify its outstanding Common
Stock into a smaller number of securities (including Common Stock), the
Conversion Price in effect immediately prior thereto shall be adjusted so that
the Holder of any Convertible Security thereafter surrendered for conversion
shall be entitled to receive the number of shares of capital stock of the
Corporation which such Holder would have owned or have been entitled to receive
after the happening of any of the events described above had such Convertible
Security been converted immediately prior to the happening of such event. An
adjustment made pursuant to this subsection (a) shall become effective
immediately after the record date in the case of a dividend and shall become
effective immediately after the effective date in the case of a subdivision or
combination. If, as a result of an adjustment made pursuant to this subsection
(a), the Holder of any Convertible Security thereafter surrendered for
conversion shall become entitled to receive shares of two or more classes of
capital stock



                                       76
<PAGE>

of the Corporation, the Board of Directors of the Corporation (whose
determination shall be conclusive and shall be described in a written statement
filed with the Trustee and any conversion agent) shall determine the allocation
of the adjusted Conversion Price between or among shares of such classes of
capital stock.

         In the event that at any time, as a result of an adjustment made
pursuant to this subsection (a) of this Section 18.06, the Holder of any
Convertible Security thereafter converted shall become entitled to receive any
shares or other securities of the Corporation other than shares of Common Stock,
thereafter the number of such other shares so received upon conversion of any
Convertible Security shall be subject to adjustment from time to time in any
manner and on terms as nearly equivalent as practicable to the provisions with
respect to the shares of Common Stock contained in this Section 18.06, and other
provisions of this Article Eighteen with respect to the shares of Common Stock
shall apply on like terms to any such other shares or other securities.

         (b) In case the Corporation shall fix a record date for the issuance of
rights or warrants to all holders of its Common Stock (or securities convertible
into Common Stock) entitling them (for a period expiring within 45 days after
such record date) to subscribe for or purchase Common Stock at a price per share
(or a conversion price per share) less than the current market price per share
of Common Stock (as defined in subsection (d) below) at such record date, the
Conversion Price in effect immediately prior thereto shall be adjusted so that
the same shall equal the price determined by multiplying the Conversion Price in
effect immediately prior to such record date by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding on such
record date plus the number of shares which the aggregate offering price of the
total number of shares so offered (or the aggregate initial conversion price of
the convertible securities so offered) would purchase at such current market
price, and of which the denominator shall be the number of shares of Common
Stock outstanding on such record date plus the number of additional shares of
Common Stock offered for subscription or purchase (or into which the convertible
securities so offered are initially convertible). Such adjustment shall be made
successively whenever such a record is fixed, and shall become effective
immediately after such record date. In determining whether any rights or
warrants entitle the holders to subscribe for or purchase shares of Common Stock
at less than such current market price, and in determining the aggregate
offering price of such shares, there shall be taken into account any
consideration determined by the Board of Directors of the Corporation. Common
Stock owned by or held for the account of the Corporation or any majority owned
subsidiary shall not be deemed outstanding for the purpose of any adjustment
required under this subsection (b).

         (c) In case the Corporation shall fix a record date for making a
distribution to all holders of its Common Stock evidences of its indebtedness or
assets (excluding regular quarterly or other periodic or recurrent cash
dividends or distributions paid from retained earnings of the Corporation or
dividends or distributions referred to in subsection


                                       77
<PAGE>
(a) above) or rights or warrants to subscribe or purchase (excluding those
referred to in subsection (b) above), then in each case the Conversion Price
shall be adjusted so that the same shall equal the price determined by
multiplying the Conversion Price in effect immediately prior to such record date
by a fraction of which the numerator shall be the current market price per share
(as defined in subsection (d) below) of the Common Stock on such record date
less the then fair market value (as determined by the Board of Directors of the
Corporation whose determination shall be conclusive, and described in a
certificate filed with the Trustee) of the portion of the assets or evidences of
indebtedness so distributed or of such rights or warrants applicable to one
share of Common Stock, and the denominator shall be the current market price per
share (as defined in subsection (d) below) of the Common Stock. Such adjustment
shall be made successively whenever such a record date is fixed and shall become
effective immediately after such record date. Notwithstanding the foregoing, in
the event that the Corporation shall distribute any rights or warrants to
acquire capital stock ("Rights") pursuant to this subsection (c), the
distribution of separate certificates representing such Rights subsequent to
their initial distribution (whether or not such distribution shall have occurred
prior to the date of the issuance of such Convertible Securities) shall be
deemed to be the distribution of such Rights for purposes of this subsection
(c); provided that the Corporation may, in lieu of making any adjustment
pursuant to this subsection (c) upon a distribution of separate certificates
representing such Rights, make proper provision so that each Holder of such
Convertible Security who converts such Convertible Security (or any portion
thereof) (i) before the record date for such distribution of separate
certificates shall be entitled to receive upon such conversion shares of Common
Stock issued with Rights and (ii) after such record date and prior to the
expiration, redemption or termination of such Rights shall be entitled to
receive upon such conversion, in addition to the shares of Common Stock issuable
upon such conversion, the same number of such Rights as would a holder of the
number of shares of Common Stock that such Convertible Security so converted
would have entitled the holder thereof to purchase in accordance with the terms
and provisions of and applicable to the Rights if such Convertible Security were
converted immediately prior to the record date for such distribution. Common
Stock owned by or held for the account of the Corporation or any majority owned
subsidiary shall not be deemed outstanding for the purpose of any adjustment
required under this subsection (c).

         (d) For the purpose of any computation under subsection (b) and (c)
above, the current market price per share of Common Stock at any date shall be
deemed to be the average of the daily Closing Prices for the thirty days (which
are not legal holidays as defined in Section 14.05) commencing forty-five days
(which are not legal holidays as defined in Section 14.05) before the day in
question. The Closing Price for any day shall be (i) if the Common Stock is
listed or admitted for trading on any national securities exchange or the
National Market System of the National Association of Debt Securities Dealers,
Inc. Automated Quotation System ("NASDAQ"), the last sale price (regular way),
or the average of the closing bid and ask prices if no sale occurred, of Common
Stock on the principal securities exchange on which the Common Stock is listed,
(ii) if




                                       78
<PAGE>
not listed as described in (i), the mean between the closing high bid
and low asked quotations of Common Stock on NASDAQ, or any similar system or
automated dissemination of quotations of securities prices then in common use,
if so quoted, or (iii) if not quoted as described in clause (ii), the mean
between the high bid and low asked quotations for Common Stock as reported by
the National Quotation Bureau Incorporated if at least two securities dealers
have inserted both bid and asked quotations for Common Stock on at least 5 of
the 10 preceding days. If none of the conditions set forth above is met, the
Closing Price of Common Stock on any day or the average of such Closing Prices
for any period shall be the fair market value of Common Stock as determined by a
member firm of the New York Stock Exchange, Inc. selected by the Corporation.

         (e) (i) No adjustment in the Conversion price shall be required unless
such adjustment would require an increase or decrease of at least 1% in such
price; provided, however, that any adjustments which by reason of this
subsection (e)(i) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment; further provided, however, that any
adjustments which by reason of this subsection (e)(i) are not otherwise required
to be made shall be made no later than 3 years after the date on which occurs an
event that requires an adjustment to be made or carried forward.

                  (ii) All calculations under this Article Eighteen shall be
made to the nearest cent or to the nearest one-hundredth of a share, as the case
may be. Anything in this Section 18.06 to the contrary notwithstanding, the
Corporation shall be entitled to make such reductions in the Conversion Price,
in addition to those required by this Section 18.06, as it in its discretion
shall determine to be advisable in order that any stock dividends, subdivision
of shares, distribution of rights to purchase stock or securities, or
distribution of securities convertible into or exchangeable for stock hereafter
made by the Corporation to its shareholders shall not be taxable.

         (f) Whenever the Conversion Price is adjusted, as herein provided, the
Corporation shall promptly file with the Trustee and any conversion agent other
than the Trustee an Officers' Certificate setting forth the Conversion Price
after such adjustment and setting forth a brief statement of the facts requiring
such adjustment. Promptly after delivery of such certificate, the Corporation
shall prepare a notice of such adjustment of the Conversion Price setting forth
the adjusted Conversion Price and the date on which such adjustment becomes
effective and shall mail such notice of such adjustment of the Conversion Price
to the Holder of each Convertible Security at such Holder's last address
appearing on the Security Register provided for in Section 2.01 of this
Indenture.

         (g) In any case in which this Section 18.06 provides that an adjustment
shall become effective immediately after a record date for an event, the
Corporation may defer until the occurrence of such event (i) delivering to the
Holder of any Convertible Security converted after such record date and before
the occurrence of such event the additional shares of Common Stock deliverable
upon such conversion by reason of the adjustment required by such event over and
above the Common Stock deliverable upon such



                                       79
<PAGE>
conversion before giving effect to such adjustment and (ii) paying to such
Holder any amount in cash in lieu of any fraction pursuant to Section 18.04,
provided, however, that the Corporation shall deliver to such Holder a due bill
or other appropriate instrument evidencing such Holder's rights to receive such
additional shares, and such cash, upon the occurrence of the event requiring
such adjustment. If such event does not occur, no adjustments shall be made
pursuant to this Section 18.06.

SECTION 18.07. EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE. If any
of the following events occur, namely (i) any reclassification or change of
outstanding shares of Common Stock deliverable upon conversion of the
Convertible Securities (other than a change in par value, or from par value to
no par value, or from no par value to par value, or as a result of a subdivision
or combination, but including any change in the shares of Common Stock into two
or more classes or series of securities), (ii) any consolidation or merger to
which the Corporation is a party (other than a consolidation or merger in which
the Corporation is the continuing corporation and which does not result in any
reclassification of, or change (other than a change in par value, or from par
value to no par value, or from no par value to par value, or as a result of a
subdivision or combination) in, outstanding shares of its Common Stock) or (iii)
any sale or conveyance of the properties and assets of the Corporation as, or
substantially as, an entirety to any other corporation; then the Corporation or
such successor or purchasing corporation, as the case may be, shall execute with
the Trustee a supplemental indenture (which shall conform to the Trust Indenture
Act as in force at the date of execution of such supplemental indenture and
comply with the provisions of Article Nine) providing that each Convertible
Security shall be convertible into the kind and amount of shares of stock and
other securities or property, including cash, receivable upon such
reclassification, change, consolidation, merger, sale or conveyance by a holder
of a number of shares of Common Stock deliverable upon conversion of such
Convertible Securities immediately prior to such reclassification, change,
consolidation, merger, sale or conveyance. Such supplemental indenture shall
provide for adjustments that shall be as nearly equivalent as may be practicable
to the adjustments provided for in this Article. The Corporation shall cause
notice of the execution of such supplemental indenture to be mailed to each
Holder of Convertible Securities, at his address appearing on the Security
Register provided for in Section 2.01 of this Indenture.

                  The above provisions of this Section shall similarly apply to
successive reclassifications, consolidations, mergers and sales.

SECTION 18.08. TAXES ON SHARES ISSUED. The delivery of stock certificates on
conversions of Convertible Securities shall be made without charge to the Holder
converting a Convertible Security for any tax in respect of the issue thereof.
The Corporation shall not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the delivery of stock registered
in any name other than of the Holder of any Convertible Security converted, and
the Corporation shall not be




                                       80
<PAGE>
required to deliver any such stock certificate unless and until the person or
persons requesting the delivery thereof shall have paid to the Corporation the
amount of such tax or shall have established to the satisfaction of the
Corporation that such tax has been paid.

SECTION 18.09. SHARES TO BE FULLY PAID; COMPLIANCE WITH GOVERNMENTAL
REQUIREMENTS; LISTING OF COMMON STOCK. The Corporation covenants that all shares
of Common Stock that may be delivered upon conversion of Convertible Securities
will upon delivery be fully paid and nonassessable by the Corporation and free
from all taxes, liens and charges with respect to the issue thereof.

         The Corporation covenants that if any shares of Common Stock to be
provided for the purpose of conversion of Convertible Securities hereunder
require registration with or approval of any governmental authority under any
Federal or state law before such shares may be validly delivered upon
conversion, the Corporation will in good faith and as expeditiously as possible
endeavor to secure such registration or approval, as the case may be.

         The Corporation further covenants that if the Common Stock is then
listed on a national securities exchange or admitted for trading on NASDAQ it
will qualify all Common Stock deliverable upon conversion of the Convertible
Securities for trading on said national securities exchange or NASDAQ, if
permitted by and in accordance with the rules of said national securities
exchange or NASDAQ.

SECTION 18.10. TRUSTEE NOT RESPONSIBLE. Neither the Trustee nor any
authenticating agent nor any conversion agent shall at any time be under any
duty or responsibility to any Holder of Convertible Securities to determine
whether any facts exist which may require any adjustment of the Conversion
Price, or with respect to the nature or extent of any such adjustment when made,
or with respect to the method employed, or herein or in any supplemental
indenture provided to be employed, in making the same. Neither the Trustee nor
any authenticating agent nor any conversion agent shall be accountable with
respect to the validity or value (or the kind or amount) of any shares of Common
Stock, or of any securities or property, which may at any time be delivered upon
the conversion of any Convertible Security; and neither the Trustee nor any
authenticating agent nor any conversion agent makes any representation with
respect thereto. Subject to the provisions of Section 7.01, neither the Trustee
nor any authenticating agent nor any conversion agent shall be responsible for
any failure of the Corporation to deliver any shares of Common Stock or stock
certificates or other securities or property or cash upon the surrender of any
Convertible Security for the purpose of conversion or for any failure of the
Corporation to comply with any of the covenants contained in this Article.

SECTION 18.11. NOTICE TO HOLDERS PRIOR TO CERTAIN ACTIONS.  In case:



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<PAGE>
         (a) the Corporation shall declare a dividend (or any other
distribution) on the Common Stock (other than in cash out of its current or
retained earnings); or

         (b) the Corporation shall authorize the granting to the holders of the
Common Stock of rights or warrants to subscribe for or purchase any share of any
class or any other rights or warrants; or

         (c) of any reclassification or change of the Common Stock (other than a
subdivision or combination of its outstanding Common Stock, or a change in par
value, or from par value to no par value, or from no par value to par value) or,
of any consolidation or merger to which the Corporation is a party and for which
approval of any stockholders of the Corporation is required or for the sale or
transfer of all or substantially all of the assets of the Corporation; or

         (d) of the voluntary or involuntary dissolution, liquidation or winding
up of the Corporation; the Corporation shall cause to be filed with the Trustee
and the Corporation shall cause to be mailed to each holder of Convertible
Securities at his address appearing on the Security Register, provided for in
Section 2.05 of this Indenture, as promptly as possible but in any event no less
than fifteen days prior to the applicable date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution or rights are to be determined, or (y) the date
on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up is expected to become effective, and the
date as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such dividend,
distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up or any adjustment in the Conversion Price
required by this Article Eighteen.

SECTION 18.12. COVENANT TO RESERVE SHARES. The Corporation covenants that it
will at all times reserve and keep available, free from pre-emptive rights, out
of its authorized but unissued Common Stock, such number of shares of Common
Stock as shall then be deliverable upon the conversion of all outstanding
Convertible Securities.






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<PAGE>
         Bank One, National Association, the party of the second part, hereby
accepts the trusts in this Indenture declared and provided, upon the terms and
conditions hereinabove set forth.

         IN WITNESS WHEREOF, DELPHI CORPORATION, the party of the first part,
has caused this Indenture to be signed and acknowledged by its Chairman of the
Board of Directors, its President or any Vice President or its Treasurer, and
the same to be attested by its Secretary or an Assistant Secretary; and Bank
One, National Association, the party of the second part, has caused this
Indenture to be signed, and its corporate seal to be affixed hereunto, and the
same to be attested by its duly authorized officers, all as of the day and year
first above written.

                                          DELPHI CORPORATION


                                          By:
                                             ----------------------------------
                                          Name:
                                               --- ----------------------------
                                          Title:
                                                -------------------------------

Attest


---------------------------------
Name:
     ----------------------------
Title:
      ---------------------------



                                          BANK ONE, NATIONAL ASSOCIATION


                                          By:
                                             ----------------------------------
                                          Name:
                                               --------------------------------
                                          Title:
                                                -------------------------------

Attest



---------------------------------
Name:
     ----------------------------
Title:
      ---------------------------




                                       83
<PAGE>



STATE OF MICHIGAN          )
                           ) ss.
COUNTY OF OAKLAND          )



         On the _____ day of __________, 2002 before me personally came
____________________, to me known, who being by me duly sworn, did depose and
say that he/she resides at ____________________, that he/she is the
____________________ of Delphi Corporation, one of the corporations described in
and which executed the foregoing instrument; that he/she knows the seal of said
Corporation; that the seal affixed to said instrument is such Corporate seal;
that it was so affixed by authority of the Board of Directors of said
Corporation, and that he/she signed his/her name thereto by like authority.



{SEAL}

Notary Public




                                       84
<PAGE>
STATE OF OHIO              )
                           ) ss.
COUNTY OF _____________    )



         On the _____ day of __________, 2002 before me personally came
____________________, to me known, who being by me duly sworn, did depose and
say that he/she resides at ____________________, that he/she is the
____________________ of Bank One, National Association, one of the corporations
described in and which executed the foregoing instrument; that he/she knows the
seal of said Corporation; that the seal affixed to said instrument is such
Corporate seal; that it was so affixed by authority of the Board of Directors of
said Corporation, and that he/she signed his/her name thereto by like authority.



{SEAL}

Notary Public



                                       85