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                       MIDAMERICAN ENERGY HOLDINGS COMPANY

                                       TO

                              THE BANK OF NEW YORK

                                   as Trustee

                                    INDENTURE

                           Dated as of August 16, 2002

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

             11% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES






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                                TABLE OF CONTENTS

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

   SECTION 1.01.           DEFINITIONS............................................................................1
   SECTION 1.02.           COMPLIANCE CERTIFICATES AND OPINIONS...................................................8
   SECTION 1.03.           FORM OF DOCUMENTS DELIVERED TO TRUSTEE.................................................9
   SECTION 1.04.           ACTS OF HOLDERS; RECORD DATES..........................................................9
   SECTION 1.05.           NOTICES, ETC., TO TRUSTEE AND COMPANY.................................................10
   SECTION 1.06.           NOTICE TO HOLDERS; WAIVER.............................................................11
   SECTION 1.07.           CONFLICT WITH TRUST INDENTURE ACT.....................................................11
   SECTION 1.08.           EFFECT OF HEADINGS AND TABLE OF CONTENTS..............................................11
   SECTION 1.09.           SUCCESSORS AND ASSIGNS................................................................12
   SECTION 1.10.           SEPARABILITY CLAUSE...................................................................12
   SECTION 1.11.           BENEFITS OF INDENTURE.................................................................12
   SECTION 1.12.           GOVERNING LAW.........................................................................12
   SECTION 1.13.           LEGAL HOLIDAYS........................................................................12

ARTICLE TWO THE DEBENTURES.......................................................................................12

   SECTION 2.01.           FORM AND DATING.......................................................................12
   SECTION 2.02.           MATURITY..............................................................................13
   SECTION 2.03.           PAYMENT...............................................................................13
   SECTION 2.04.           TRANSFERABILITY.......................................................................13
   SECTION 2.05.           INTEREST..............................................................................13
   SECTION 2.06.           EXTENSION OF INTEREST PAYMENT PERIOD..................................................14
   SECTION 2.07.           NOTICE OF EXTENSION...................................................................15
   SECTION 2.08.           MANDATORY REDEMPTION..................................................................15
   SECTION 2.09.           INTENTIONALLY LEFT BLANK..............................................................15
   SECTION 2.10.           DENOMINATIONS.........................................................................15
   SECTION 2.11.           EXECUTION, AUTHENTICATION, DELIVERY AND DATING........................................15
   SECTION 2.12.           TEMPORARY DEBENTURES..................................................................16
   SECTION 2.13.           REGISTRATION OF TRANSFER AND EXCHANGE.................................................17
   SECTION 2.14.           MUTILATED, DESTROYED, LOST AND STOLEN DEBENTURES......................................18
   SECTION 2.15.           DEFAULTED INTEREST; INTEREST RIGHTS PRESERVED.........................................19
   SECTION 2.16.           PERSONS DEEMED OWNERS.................................................................20
   SECTION 2.17.           CANCELLATION..........................................................................20
   SECTION 2.18.           CUSIP NUMBERS.........................................................................20

<PAGE>

ARTICLE THREE SATISFACTION AND DISCHARGE.........................................................................20

   SECTION 3.01.           SATISFACTION AND DISCHARGE OF INDENTURE...............................................20
   SECTION 3.02.           APPLICATION OF TRUST MONEY............................................................21

ARTICLE FOUR REMEDIES............................................................................................21

   SECTION 4.01.           EVENTS OF DEFAULT.....................................................................21
   SECTION 4.02.           ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT....................................23
   SECTION 4.03.           COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.......................24
   SECTION 4.04.           TRUSTEE MAY FILE PROOFS OF CLAIM......................................................24
   SECTION 4.05.           TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBENTURES...........................25
   SECTION 4.06.           APPLICATION OF MONEY COLLECTED........................................................25
   SECTION 4.07.           LIMITATION ON SUITS...................................................................25
   SECTION 4.08.           UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND INTEREST;
                             ACKNOWLEDGMENT REGARDING PREFERRED SECURITIES HOLDERS...............................26
   SECTION 4.09.           RESTORATION OF RIGHTS AND REMEDIES....................................................26
   SECTION 4.10.           RIGHTS AND REMEDIES CUMULATIVE........................................................26
   SECTION 4.11.           DELAY OR OMISSION NOT A WAIVER........................................................27
   SECTION 4.12.           CONTROL BY HOLDERS....................................................................27
   SECTION 4.13.           WAIVER OF PAST DEFAULTS...............................................................27
   SECTION 4.14.           UNDERTAKING FOR COSTS.................................................................28
   SECTION 4.15.           WAIVER OF USURY, STAY OR EXTENSION LAWS...............................................28
   SECTION 4.16.           THIRD PARTY BENEFICIARIES.............................................................28

ARTICLE FIVE THE TRUSTEE.........................................................................................28

   SECTION 5.01.           CERTAIN DUTIES AND RESPONSIBILITIES...................................................28
   SECTION 5.02.           NOTICE OF DEFAULTS....................................................................29
   SECTION 5.03.           CERTAIN RIGHTS OF TRUSTEE.............................................................29
   SECTION 5.04.           NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBENTURES................................30
   SECTION 5.05.           MAY HOLD DEBENTURES...................................................................31
   SECTION 5.06.           MONEY HELD IN TRUST...................................................................31
   SECTION 5.07.           COMPENSATION AND REIMBURSEMENT........................................................31
   SECTION 5.08.           DISQUALIFICATION; CONFLICTING INTERESTS...............................................32
   SECTION 5.09.           CORPORATE TRUSTEE REQUIRED; ELIGIBILITY...............................................32
   SECTION 5.10.           RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.....................................32
   SECTION 5.11.           ACCEPTANCE OF APPOINTMENT BY SUCCESSOR................................................34
   SECTION 5.12.           MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS...........................34

                                     - ii -

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   SECTION 5.13.           PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.....................................34
   SECTION 5.14.           APPOINTMENT OF AUTHENTICATING AGENT...................................................35

ARTICLE SIX HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY....................................................36

   SECTION 6.01.           COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.............................36
   SECTION 6.02.           PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS................................37
   SECTION 6.03.           REPORTS BY TRUSTEE....................................................................37

ARTICLE SEVEN CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE...............................................37

   SECTION 7.01.           COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS..................................37
   SECTION 7.02.           SUCCESSOR SUBSTITUTED.................................................................38

ARTICLE EIGHT SUPPLEMENTAL INDENTURES............................................................................38

   SECTION 8.01.           SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS....................................38
   SECTION 8.02.           SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.......................................39
   SECTION 8.03.           EXECUTION OF SUPPLEMENTAL INDENTURES..................................................40
   SECTION 8.04.           EFFECT OF SUPPLEMENTAL INDENTURES.....................................................40
   SECTION 8.05.           CONFORMITY WITH TRUST INDENTURE ACT...................................................40
   SECTION 8.06.           REFERENCE IN DEBENTURES TO SUPPLEMENTAL INDENTURES....................................40

ARTICLE NINE COVENANTS...........................................................................................40

   SECTION 9.01.           PAYMENT OF PRINCIPAL AND INTEREST.....................................................40
   SECTION 9.02.           MAINTENANCE OF OFFICE OR AGENCY.......................................................40
   SECTION 9.03.           MONEY FOR DEBENTURES PAYMENTS TO BE HELD IN TRUST.....................................41
   SECTION 9.04.           STATEMENT BY OFFICERS AS TO DEFAULT...................................................42
   SECTION 9.05.           EXISTENCE.............................................................................42
   SECTION 9.06.           MAINTENANCE OF PROPERTIES.............................................................42
   SECTION 9.07.           PAYMENT OF TAXES AND OTHER CLAIMS.....................................................43
   SECTION 9.08.           LIMITATION ON DIVIDENDS AND REPURCHASES...............................................43
   SECTION 9.09.           COVENANTS AS TO THE TRUST.............................................................43
   SECTION 9.10.           PAYMENT OF EXPENSES...................................................................44
   SECTION 9.11.           INTENTIONALLY LEFT BLANK..............................................................44
   SECTION 9.12.           WAIVER OF CERTAIN COVENANTS...........................................................44

                                    - iii -

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ARTICLE TEN REDEMPTION OF DEBENTURES.............................................................................45

   SECTION 10.01.          MANDATORY AND SPECIAL EVENT REDEMPTION................................................45
   SECTION 10.02.          ELECTION TO REDEEM: NOTICE TO TRUSTEE.................................................45
   SECTION 10.03.          PARTIAL REPAYMENTS PRO RATA...........................................................45
   SECTION 10.04.          NOTICE OF REDEMPTION..................................................................46
   SECTION 10.05.          DEPOSIT OF REDEMPTION PRICE...........................................................46
   SECTION 10.06.          DEBENTURES PAYABLE ON REDEMPTION DATE.................................................46
   SECTION 10.07.          DEBENTURES REDEEMED IN PART...........................................................47

ARTICLE ELEVEN SUBORDINATION.....................................................................................47

   SECTION 11.01.          AGREEMENT TO SUBORDINATE; RANKING OF DEBENTURES.......................................47
   SECTION 11.02.          DEFAULT ON SENIOR INDEBTEDNESS........................................................48
   SECTION 11.03.          LIQUIDATION; DISSOLUTION; BANKRUPTCY..................................................48
   SECTION 11.04.          SUBROGATION...........................................................................49
   SECTION 11.05.          TRUSTEE TO EFFECTUATE SUBORDINATION...................................................50
   SECTION 11.06.          NOTICE BY THE COMPANY.................................................................50
   SECTION 11.07.          RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS.................................51
   SECTION 11.08.          SUBORDINATION MAY NOT BE IMPAIRED.....................................................51

ARTICLE TWELVE DEFEASANCE........................................................................................52

   SECTION 12.01.          DEFEASANCE AND DISCHARGE..............................................................52
   SECTION 12.02.          CONDITIONS TO DEFEASANCE..............................................................52
   SECTION 12.03.          DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST;
                             OTHER MISCELLANEOUS PROVISIONS......................................................54
   SECTION 12.04.          REINSTATEMENT.........................................................................55

ARTICLE THIRTEEN MEETINGS OF HOLDERS OF DEBENTURES...............................................................55

   SECTION 13.01.          PURPOSE FOR WHICH MEETINGS MAY BE CALLED..............................................55
   SECTION 13.02.          CALL, NOTICE AND PLACE OF MEETINGS....................................................55
   SECTION 13.03.          PERSONS ENTITLED TO VOTE AT MEETINGS..................................................56
   SECTION 13.04.          QUORUM; ACTION........................................................................56
   SECTION 13.05.          DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS...................56
   SECTION 13.06.          COUNTING VOTES AND RECORDING ACTION OF MEETINGS.......................................57
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                                     - iv -

<PAGE>



     INDENTURE, dated as of August 16, 2002, between MIDAMERICAN ENERGY HOLDINGS
COMPANY, a corporation duly organized and existing under the laws of the State
of Iowa (herein called the "COMPANY"), having its principal office at 666 Grand
Avenue, Des Moines, Iowa 50309 and The Bank of New York, a New York banking
corporation, as Trustee (herein called the "TRUSTEE").

                             RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its 11% Junior
Subordinated Deferrable Interest Debentures to be issued in one or more series
(herein called the "DEBENTURES").

     The Company has entered into that certain Purchase Agreement dated as of
July 28, 2002 with Dynegy, Inc., an Illinois corporation ("DYNEGY"), and certain
entities affiliated with Dynegy providing for the purchase of 100% of the
outstanding common stock and 100% of the outstanding Series A Preferred Stock in
Northern Natural Gas Corporation, a Delaware corporation.

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Debentures
by the Holders thereof, it is mutually agreed, for the equal and proportionate
benefit of all Holders of the Debentures, as follows:

                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 1.01. DEFINITIONS

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

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

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

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

          (4) the words "ARTICLE" and "SECTION" refer to an Article and Section,
     respectively, of this Indenture;

          (5) the words "HEREIN", "HEREOF" and "HEREUNDER" and other words of
     similar import refer to this Indenture as a whole and not to any particular
     Article, Section or other subdivision; and

          (6) a reference to the masculine includes the feminine and vice versa.

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

"ADDITIONAL INTEREST" has the meaning given such term in Section 2.05(3).

"AFFILIATE" has the same meaning as given to that term in Rule 405 of the
Securities Act or any successor rule thereunder.

"AUTHENTICATING AGENT" means any Person authorized by the Trustee pursuant to
Section 5.14 to act on behalf of the Trustee to authenticate the Debentures.

"BOARD OF DIRECTORS" means either the board of directors of the Company or any
duly authorized committee of that board.

"BOARD RESOLUTION" means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification
and delivered to the Trustee.

"BUSINESS DAY" means any day other than Saturday, Sunday or a day on which
banking institutions in New York, New York are authorized or required by law to
close.

"COMMISSION" means the Securities and Exchange Commission, as from time to time
constituted, created under the Exchange Act 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 at such time.

"COMMON SECURITIES" has the meaning given to such term in the Declaration.

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

"COMPANY REQUEST" or "COMPANY ORDER" means a written request or order signed in
the name of the Company by its Chairman of the Board, Chief Executive Officer,
President or a Vice President, Treasurer or an Assistant Treasurer or other
officer or agent of the Company duly authorized by the board of directors of the
Company to execute such request or order.

"COMPOUNDED INTEREST" has the meaning given such term in Section 2.06.

                                     - 2 -
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"CORPORATE TRUST OFFICE" means the principal office of the Trustee at which at
any particular time its corporate trust business shall be administered, which
office at the date of execution of this Indenture is located at The Bank of New
York, 101 Barclay Street, Attention: Corporate Trust Administration, Floor 8
West, New York, New York 10286.

"CORPORATION" means a corporation, association, company, joint-stock company or
statutory business trust.

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

"DEBT" means with respect to the Company whether recourse is to all or a portion
of the assets of the Company and whether or not contingent, (i) every obligation
of the Company for money borrowed, (ii) every obligation of the Company
evidenced by bonds, debentures, notes or other similar instruments, including
obligations incurred in connection with the acquisition of property, assets or
businesses, (iii) every reimbursement obligation of the Company with respect to
letters of credit, bankers' acceptances, lines of credit or similar facilities
issued for the account of the Company, (iv) every obligation of the Company
issued or assumed as the deferred purchase price of property or services (but
excluding trade accounts payable or accrued liabilities arising in the ordinary
course of business), (v) every capital lease obligation of the Company and (vi)
every obligation of the type referred to in clauses (i) through (v) of another
person and all dividends of another person the payment of which, in either case,
the Company has guaranteed or is responsible or liable for, directly or
indirectly, as obligor or otherwise.

"DECLARATION" means the Amended and Restated Declaration of Trust relating to
the Trust dated as of August 16, 2002 among MidAmerican Energy Holdings Company,
as sponsor, The Bank of New York, as Property Trustee, The Bank of New York
(Delaware), as Delaware Trustee, Gregory E. Abel, Patrick J. Goodman and Douglas
L. Anderson, as Regular Trustees, and the holders, from time to time, of
undivided beneficial interests in the Trust issued pursuant to the Declaration.

"DEFAULTED INTEREST" has the meaning specified in Section 2.15.

"DEFEASANCE" has the meaning specified in Section 12.01.

"DEFERRED INTEREST" means Additional Interest and Compounded Interest; any
reference herein to interest on the Subordinated Debentures shall be deemed to
include any Deferred Interest.

"DEFINITIVE DEBENTURES" has the meaning specified in Section 2.01.

"DEFINITIVE PREFERRED SECURITY CERTIFICATES" has the meaning given such term in
the Declaration.

"DELAWARE TRUSTEE" has the meaning given such term in the Declaration.

                                     - 3 -
<PAGE>

"DISSOLUTION EVENT" means a termination of the Trust pursuant to Section
8.1(a)(v) of the Declaration pursuant to which the Debentures held by the
Property Trustee are to be distributed to the holders of the Trust Securities in
accordance with the Declaration.

"DISTRIBUTIONS" has the meaning given such term in the Declaration.

"EVENT OF DEFAULT" has the meaning specified in Section 4.01.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as the same may be
amended from time to time, and any successor legislation.

"EXTENSION PERIOD" has the meaning given such term in Section 2.06.

"HOLDER" means the Person in whose name a Debenture is registered in the
Register.

"INDENTURE" means this instrument as originally executed or as it may from time
to time be supplemented or amended, including, for all purposes of this
instrument, the provisions of the Trust Indenture Act, if applicable, that are
deemed to be a part of and govern this instrument.

"INTEREST PAYMENT DATE" has the meaning given to such term in Section 2.05(1).

"INTEREST RATE" has the meaning given such term in Section 2.05(1).

"INVESTMENT COMPANY ACT EVENT" means receipt by the Trust or the Company of an
opinion of nationally recognized independent counsel experienced in such matters
to the effect that, as a result of a change in law or regulation or a written
change in interpretation or application of law or regulation by any legislative
body, court, governmental agency or regulatory authority after the date hereof,
there is more than an insubstantial risk that the Trust is or will be considered
an investment company under the Investment Company Act of 1940 (the "1940 Act").

"LIEN" means any lien, mortgage, pledge, security interest, charge or other
encumbrance of any kind.

"MATURITY" when used with respect to any Debenture, means the date on which the
principal of such Debenture or an installment of interest thereon becomes due
and payable as therein or herein provided, whether at an Interest Payment Date,
at the Maturity Date or by declaration of acceleration, call for redemption or
otherwise.

"MATURITY DATE" means the date determined in accordance with Section 2.02 and on
which the Debentures shall mature and the principal thereof shall be due and
payable together with all accrued and unpaid interest thereon, including
Deferred Interest, if any.

"OFFICER'S CERTIFICATE" means a certificate signed by the Chief Executive
Officer, President, a Vice President, Treasurer or an Assistant Treasurer or
other officer or agent of the Company duly authorized by the Board of Directors
of the Company to execute such certificate, and delivered to the Trustee. The
officer signing an Officer's Certificate pursuant to Section 9.04 shall be the
principal executive, financial or accounting officer of the Company.

                                     - 4 -
<PAGE>

"OPINION OF COUNSEL" means a written opinion of counsel, who may be counsel for
the Company.

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

          (1) Debentures theretofore canceled by the Trustee or delivered to the
     Trustee for cancellation;

          (2) Debentures for whose payment or redemption money in the necessary
     amount has been theretofore deposited with the Trustee or any Paying Agent
     (other than the Company) in trust or set aside and segregated in trust by
     the Company (if the Company shall act as its own Paying Agent) for the
     Holders of such Debentures; provided that, if such Debentures are to be
     redeemed, notice of such redemption has been duly given pursuant to this
     Indenture or provision therefor satisfactory to the Trustee has been made;

          (3) Debentures as to which Defeasance has been effected pursuant to
     Section 12.02; and

          (4) Debentures which have been paid pursuant to Section 2.14 or in
     exchange for or in lieu of which other Debentures have been authenticated
     and delivered pursuant to this Indenture, other than any such Debentures in
     respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Debentures are held by a bona fide purchaser
     in whose hands such Debentures are valid obligations of the Company;
     provided, however, that in determining whether the Holders of the requisite
     principal amount of the Outstanding Debentures have given any request,
     demand, authorization, direction, notice, consent or waiver hereunder,
     Debentures owned by the Company or any other obligor upon the Debentures or
     any Subsidiary of the Company or of such other obligor shall be disregarded
     and deemed not to be Outstanding, except that, in determining whether the
     Trustee shall be protected in relying upon any such request, demand,
     authorization, direction, notice, consent or waiver, only Debentures which
     a Responsible Officer of the Trustee actually knows to be so owned shall be
     so disregarded. Debentures so owned which have been pledged in good faith
     may be regarded as Outstanding if the pledgee establishes to the
     satisfaction of the Trustee the pledgee's right so to act with respect to
     such Debentures and that the pledgee is not the Company or any other
     obligor upon the Debentures or any Subsidiary of the Company or of such
     other obligor.

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

"PERMITTED HOLDERS" means (i) Berkshire Hathaway Inc. and any of its
subsidiaries which are directly or indirectly 50% or more owned by it and which
are consolidated with it for financial reporting purposes or (ii) any Person
following any Event of Default specified in Section 4.01(1), (2), or (3) that
results in an acceleration of the Subordinated Debentures or any Event of
Default specified in Section 4.01(4), (5) or (6).

                                     - 5 -
<PAGE>


PERSON" means a legal person, including any individual, corporation, estate,
limited liability company, partnership, joint venture, association, joint stock
company, trust, statutory business trust, unincorporated association or
government or any agency or political subdivision thereof.

"PLACE OF PAYMENT" means, except as otherwise specified herein, the Corporate
Trust Office of the Trustee.

"PREDECESSOR DEBENTURE" of any particular Debenture means every previous
Debenture evidencing all or a portion of the same debt as that evidenced by such
particular Debenture; and, for the purposes of this definition, any Debenture
authenticated and delivered under Section 2.14 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Debenture shall be deemed to evidence the
same debt as the lost, destroyed, mutilated or stolen Debenture.

"PREFERRED SECURITIES" means 11% Trust Issued Preferred Securities of the Trust
representing preferred undivided beneficial interests in the assets of the Trust
in an aggregate amount of up to $950,000,000 as may be issued from time to time
pursuant to that certain Subscription Agreement dated August 16, 2002 between
the Trust and Berkshire Hathaway Inc. (including any of its assignees
thereunder) or any similar such agreement entered into by such parties
subsequent to the date hereof.

"PREFERRED SECURITIES GUARANTEE" has the meaning given such term in the
Declaration.

"PROPERTY TRUSTEE" has the meaning given such term in the Declaration.

"REDEMPTION DATE", when used with respect to any Debenture to be redeemed, means
the date fixed for such redemption by or pursuant to this Indenture.

"REDEMPTION PRICE" means a price equal to 100% of the principal amount of the
Debentures to be redeemed, plus any accrued but unpaid interest to the date of
such redemption.

"REGISTER" and "REGISTRAR" have the respective meanings specified in Section
2.13.

"REGULAR RECORD DATE" has the meaning given to such term in Section 2.05(1).

"REGULAR TRUSTEE" has the meaning given to such term in the Declaration.

"RESPONSIBLE OFFICER" when used with respect to the Trustee, means any vice
president, any assistant vice president, any assistant treasurer or any other
officer in the Corporate Trust Office of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
having direct responsibility for the administration of this Indenture, and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity with
the particular subject.

"SECURITIES ACT" means the Securities Act of 1933, as the same may be amended
from time to time, or any successor legislation.

                                     - 6 -
<PAGE>

"SENIOR INDEBTEDNESS" means, with respect to the Company, principal of and
premium and interest, if any, on Debt of the Company, except for (i) any Debt
that is by its terms subordinated to or pari passu with the Debentures, (ii) any
Debt (including all other debt securities and guarantees in respect of those
debt securities) initially issued to any trust, or a trustee of such trust,
partnership, or other entity affiliated with the Company that is, directly or
indirectly, a financing vehicle of the Company in connection with the issuance
by such entity of preferred securities or other similar securities that contain
or have applicable thereto subordination provisions substantially identical in
effect to the subordination provisions set forth herein applicable to the
Debentures providing for such indebtedness being junior and subordinate in right
of payment to all Senior Indebtedness, (iii) any Debt of the Company to any of
its Subsidiaries, (iv) Debt or monetary obligations to trade creditors created
or assumed by the Company or any of its Subsidiaries in the ordinary course of
business in connection with the obtaining of goods, materials or services, (v)
any Debt of the Company which, when incurred and without respect to any election
under Section 1111(b) of the United States Bankruptcy Code, was without recourse
to the Company, (vi) Debt to any employee of the Company, and (vii) any
liability for taxes.

"SERIES ISSUE DATE" has the meaning specified in Section 2.05.

"SPECIAL EVENT" means the occurrence of an Investment Company Act Event or a Tax
Event.

"SPECIAL RECORD DATE" for the payment of any Defaulted Interest on any Debenture
means a date fixed by the Trustee pursuant to Section 2.15.

"SUBSIDIARY" means a corporation more than 50% of the outstanding voting stock
of which is owned, directly or indirectly, by the Company or by one or more
other Subsidiaries, or by the Company and one or more other Subsidiaries. For
the purposes of this definition, "voting stock" means stock which ordinarily has
voting power for the election of directors, whether at all times or only so long
as no senior class of stock has such voting power by reason of any contingency.

"TAX EVENT" means receipt by the Trust or the Company of an opinion of
nationally recognized independent tax counsel experienced in such matters to the
effect that, as a result of (i) any amendment to, or change (including any
announced prospective change) in, the laws (or any regulations thereunder) of
the United States or any political subdivision or taxing authority thereof or
therein, (ii) any amendment to or change in an interpretation or application of
such laws or regulations by any legislative body, court, governmental agency or
regulatory authority (including the enactment of any legislation and the
publication of any judicial decision or regulatory determination on or after the
date hereof), (iii) any interpretation or pronouncement by any such body, court,
agency or authority that provides for a position with respect to such laws or
regulations that differs from the theretofore generally accepted position or
(iv) any action taken by any governmental agency or regulatory authority, which
amendment or change is enacted, promulgated or effective, or which
interpretation or pronouncement is issued or announced, or which action is
taken, in each case on or after the date hereof, there is more than an
insubstantial risk that (a) the Trust is, or within 90 days of the date


                                     - 7 -
<PAGE>

thereof will be, subject to United States federal income tax with respect to
income accrued or received on the Debentures, (b) interest payable by the
Company on the Debentures is not, or within 90 days of the date thereof will not
be, deductible by the Company for United States federal income tax purposes or
(c) the Trust is, or within 90 days of the date thereof will be, subject to more
than a de minimis amount of other taxes, duties or other governmental charges.

"TRUST" means MidAmerican Capital Trust III, a Delaware statutory business
trust.

"TRUSTEE" means the Person named as the "Trustee" in the first paragraph of this
instrument until a successor Trustee shall have become such with respect to the
Debentures pursuant to the applicable provisions of this Indenture, and
thereafter "Trustee" shall mean or include each Person who is then a Trustee
hereunder.

"TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 as the same may be
amended from time to time, or any successor legislation.

"TRUST SECURITIES" means Common Securities and Preferred Securities.

"U.S. GOVERNMENT OBLIGATIONS" has the meaning specified in Section 12.02(1).

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

     SECTION 1.02. COMPLIANCE CERTIFICATES AND OPINIONS

     Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officer's Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

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

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

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

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

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

                                     - 8 -
<PAGE>

     SECTION 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE

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

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

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

     SECTION 1.04. ACTS OF HOLDERS; RECORD DATES

     Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "ACT" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent, or of the holding by any Person of a
Debenture, shall be sufficient for any purpose of this Indenture and (subject to
Section 5.01) conclusive in favor of the Trustee and the Company and any agent
of the Trustee or the Company, if made in the manner provided in this Section.

     The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution


                                     - 9 -
<PAGE>

of any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems sufficient.

     The ownership, principal amount and serial number of Debentures shall be
proved by the Register.

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

     The Company may, in the circumstances permitted by the Trust Indenture Act,
set any day as the record date for the purpose of determining the Holders of
Outstanding Debentures entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action permitted by
this Indenture to be given or taken by Holders of Debentures. With regard to any
record date set pursuant to this paragraph, the Holders of Outstanding
Debentures on such record date (or their duly appointed agents), and only such
Persons, shall be entitled to give or take the relevant action, whether or not
such Holders remain Holders after such record date. With regard to any action
that may be given or taken hereunder only by Holders of a requisite principal
amount of Outstanding Debentures (or their duly appointed agents) and for which
a record date is set pursuant to this paragraph, the Company may, at its option,
set an expiration date after which no such action purported to be given or taken
by any Holder shall be effective hereunder unless given or taken on or prior to
such expiration date by Holders of the requisite principal amount of Outstanding
Debentures on such record date (or their duly appointed agents). On or prior to
any expiration date set pursuant to this paragraph, the Company may, on one or
more occasions at its option, extend such date to any later date. Nothing in
this paragraph shall prevent any Holder (or any duly appointed agent thereof)
from giving or taking, after any expiration date, any action identical to, or,
at any time, contrary to or different from, any action given or taken, or
purported to have been given or taken, hereunder by a Holder on or prior to such
date, in which event the Company may set a record date in respect thereof
pursuant to this paragraph.

     Without limiting the foregoing, a Holder entitled hereunder to give or take
any action hereunder with regard to any particular Debenture may do so with
regard to all or any part of the principal amount of such Debenture or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any different part of such principal amount.

     SECTION 1.05. NOTICES, ETC., TO TRUSTEE AND COMPANY

     Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with, (1) the Trustee by any Holder
or by the Company shall be sufficient for every purpose hereunder if made,
given, furnished or filed in writing to or with the Trustee at its


                                     - 10 -
<PAGE>

Corporate Trust Office or sent by facsimile to the Trustee at (212) 815-5707 or
at any other number previously furnished in writing to the Company by the
Trustee, or (2) the Company by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company addressed to it
to the attention of its Treasurer at the address of its principal office
specified in the first paragraph of this instrument or at any other address
previously furnished in writing to the Trustee by the Company or if sent to the
Company by facsimile addressed to it to the attention of its Treasurer at (515)
242-4295.

     SECTION 1.06. NOTICE TO HOLDERS; WAIVER

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

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

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

     SECTION 1.07. CONFLICT WITH TRUST INDENTURE ACT

     If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act that is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

     SECTION 1.08. EFFECT OF HEADINGS AND TABLE OF CONTENTS

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



                                     - 11 -
<PAGE>

     SECTION 1.09. SUCCESSORS AND ASSIGNS

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

     SECTION 1.10. SEPARABILITY CLAUSE

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

     SECTION 1.11. BENEFITS OF INDENTURE

     Nothing in this Indenture or the Debentures, express or implied, shall give
to any Person (including any Paying Agent or Authenticating Agent appointed
pursuant to Section 5.14), other than the parties hereto and holders of Senior
Indebtedness and their successors hereunder and the Holders of Debentures, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

     SECTION 1.12. GOVERNING LAW

     This Indenture and the Debentures shall, pursuant to New York General
Obligations Law Section 5-1401, be governed by and construed in accordance with
the law of the State of New York.

     SECTION 1.13. LEGAL HOLIDAYS

     In any case where any Redemption Date or the Maturity Date shall not be a
Business Day at the Place of Payment, then (notwithstanding any other provision
of this Indenture or the Debentures) payment of principal need not be made at
the Place of Payment on such date, but may be made on the next succeeding
Business Day at the Place of Payment with the same force and effect as if made
on the respective Redemption Date or the Maturity Date, provided that no
interest shall accrue for the period from and after such Redemption Date or the
Maturity Date, as the case may be.

                                  ARTICLE TWO

                                 THE DEBENTURES

     SECTION 2.01. FORM AND DATING

     There is hereby authorized $979,381,450 aggregate principal amount of
Debentures designated the "11% JUNIOR SUBORDINATED DEFERRABLE INTEREST
DEBENTURES."

     The Debentures may be issued in one or more series, provided, however, that
the original principal amount of each series (other than the final series) must
be at least $50,000,000 and further provided that each series has its own Series
Issue Date (as defined below). There shall be



                                     - 12 -
<PAGE>

established in or pursuant to one or more Officer's Certificates, prior to the
initial issuance of Debentures of any series, the designation of the Debentures
of such series, which shall distinguish the Debentures of the series from the
Debentures of all other series. All other terms of such series shall be
identical and consistent with the provisions of this Indenture.

     Pursuant to Section 2.11, the Debentures are to be initially issued in
fully registered certificated form without interest coupons ("DEFINITIVE
DEBENTURES") in the name of the Property Trustee pursuant to the Declaration on
behalf of the Trust. The Debentures and the Trustee's certificate of
authentication thereof shall be substantially in the form set forth in EXHIBIT A
hereto, which is hereby incorporated in and made a part of this Indenture. The
Debentures may have such notations, legends or endorsements as may be required
by any law, rule, usage or agreement to which the Company is subject.

     SECTION 2.02. MATURITY

     The Maturity Date of each series will be August 31, 2011.

     SECTION 2.03. PAYMENT

     Principal of and interest on Definitive Debentures will be payable, the
transfer of such Debentures will be registrable and such Debentures will be
exchangeable for Debentures bearing identical terms and provisions, at the
Corporate Trust Office of the Trustee; provided, however, that payment of
interest may be made at the option of the Company by check mailed to the Holder
at such address as shall appear in the Register. Notwithstanding the foregoing,
so long as the Holder of the Debentures is the Property Trustee, the payment of
the principal of and interest, including Deferred Interest, if any, on such
Debentures held by the Property Trustee will be made in immediately available
funds at such place and to such account as may be designated by the Property
Trustee.

     SECTION 2.04. TRANSFERABILITY

     The Debentures shall be transferable only to Permitted Holders.

     SECTION 2.05. INTEREST

          (1) Subject to the provisions of Section 2.06, the Debentures of each
     series will bear interest at the rate of 11% per annum (the "INTEREST
     RATE") from the date of original issuance of the Debentures of such series
     under this Indenture (the "SERIES ISSUE DATE") until the principal thereof
     becomes due and payable, and on any overdue principal and (to the extent
     that payment of such interest is enforceable under applicable law) on any
     overdue installment of interest at the Interest Rate, compounded
     semi-annually, payable (subject to the provisions of Section 2.06)
     semi-annually in arrears on February 28 and August 31 of each year (each,
     an "INTEREST PAYMENT Date"), commencing on the first such date following
     the date one month following the Series Issue Date, to the Person in whose
     name such Debenture or any predecessor Debenture is registered, at the
     close of business on the regular record date for such interest installment,
     which, in respect of any Debenture registered in the name of the Property
     Trustee, shall be the close of business on the Business Day next preceding
     that Interest Payment Date (the


                                     - 13 -
<PAGE>

     "REGULAR RECORD DATE"). Notwithstanding the foregoing sentence, if the
     Debentures are not registered in the name of the Property Trustee, the
     Company may select a regular record date for such interest installment
     which shall be any date at least one Business Day before an Interest
     Payment Date.

          (2) The amount of interest payable for any period will be computed on
     the basis of a 360-day year of twelve 30-day months. Except as provided in
     the following sentence, the amount of interest payable for any period
     shorter than a full semi-annual period for which interest is computed, will
     be computed on the basis of the actual number of days elapsed in such a
     30-day month. In the event that any date on which interest is payable on
     the Debentures is not a Business Day, then payment of the interest payable
     on such date will be made on the next succeeding day which is a Business
     Day (and without any interest or other payment in respect of any such
     delay), except that, notwithstanding the provisions of Section 1.13, if
     such Business Day is in the next succeeding calendar year, such payment
     shall be made on the immediately preceding Business Day, in each case with
     the same force and effect as if made on such date.

          (3) If at any time while the Property Trustee is the Holder of any
     Debentures, the Trust is required to pay any taxes, duties, assessments or
     governmental charges of whatever nature (other than withholding taxes)
     imposed by the United States, or any other taxing authority, then, in such
     case, the Company will pay as additional interest on the Debentures
     ("ADDITIONAL INTEREST"), such additional amounts as shall be required so
     that the net amounts received and retained by the Trust after paying such
     taxes, duties, assessments or other governmental charges will not be less
     than the amounts the Trust would have received had no such taxes, duties,
     assessments or other governmental charges been imposed.

     SECTION 2.06. EXTENSION OF INTEREST PAYMENT PERIOD

     So long as no Event of Default has occurred and is continuing, the Company
shall have the right at any time, and from time to time and for varying lengths
of time, during the term of the Debentures to defer payments of interest by
extending the interest payment period on the Debentures for a period not
exceeding 10 consecutive semi-annual periods (each, an "EXTENSION PERIOD").
Despite such deferral, semi-annual interest will continue to accumulate with
interest thereon (to the extent permitted by applicable law) at an annual rate
of thirteen percent (13%) per annum compounded semi-annually during any such
Extension Period ("COMPOUNDED INTEREST"). At the end of the Extension Period the
Company shall pay all interest accrued and unpaid on the Debentures, including
any Deferred Interest that shall be payable, to the Holders of the Debentures in
whose names the Debentures are registered in the Register on the first Regular
Record Date after the end of the Extension Period. Prior to the termination of
any Extension Period, the Company may further defer payments of interest by
extending the interest payment period, provided that such Extension Period
together with all such previous and further extensions thereof shall not exceed
10 consecutive semi-annual periods. Upon the termination of any Extension Period
and upon the payment of all amounts then due, the Company may commence a new
Extension Period, subject to the foregoing requirements. No interest shall be
due and payable during an Extension Period except at the end thereof. An
Extension Period with respect to any Debenture may not extend beyond the
Maturity of the principal of such Debenture


                                     - 14 -
<PAGE>

or, as to each Debenture being optionally redeemed or, in the case of mandatory
redemption, the portion thereof being redeemed, beyond the relevant Redemption
Date.

     SECTION 2.07. NOTICE OF EXTENSION

          (1) If the Property Trustee is the only Holder of the Debentures at
     the time the Company selects an Extension Period, the Company shall give
     written notice to the Regular Trustees, and the Property Trustee of its
     selection of such Extension Period one Business Day prior to the earlier of

               (a) the next succeeding date on which Distributions on the Trust
          Securities are payable and

               (b) the date the Regular Trustees are required to give notice of
          the record date or the date such Distributions are payable to the New
          York Stock Exchange, Inc. (or other applicable self-regulatory
          organization) or to holders of the Preferred Securities, but in any
          event at least one Business Day before such record date.

          (2) If the Property Trustee is not the only Holder of the Debentures
     at the time the Company selects an Extension Period, the Company shall give
     the Holders of the Debentures and the Trustee written notice of its
     selection of such Extension Period 10 Business Days prior to the earlier of
     (i) the next succeeding Interest Payment Date and (ii) the date the Company
     is required to give notice of the record or such Interest Payment Date of
     such interest payment to the New York Stock Exchange, Inc. (or other
     applicable self-regulatory organization) or to Holders.

          (3) The semi-annual period in which any notice is given pursuant to
     paragraphs (1) or (2) of this Section 2.07 shall be counted as one of the
     10 semi-annual periods permitted in the maximum Extension Period permitted
     under Section 2.06.

     SECTION 2.08. MANDATORY REDEMPTION

     The Debentures are subject to mandatory redemption in accordance with
Section 10.01.

     SECTION 2.09. INTENTIONALLY LEFT BLANK

     SECTION 2.10. DENOMINATIONS

     The Debentures shall be issued in denominations of $25 and any integral
multiple thereof.

     SECTION 2.11. EXECUTION, AUTHENTICATION, DELIVERY AND DATING

     The Debentures shall be executed on behalf of the Company by its Chairman
of the Board, its Vice Chairman of the Board, its President or one of its Vice
Presidents or any other authorized officer. The signature of any of these
officers on the Debentures may be manual or facsimile.

                                     - 15 -
<PAGE>

     Debentures bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Debentures.

     The Company may at any time and from time to time deliver Debentures,
executed by the Company, to the Trustee for authentication, together with a
Company Order (attaching a form of the Debentures and the Officer's Certificate
required by Section 2.01) for the authentication and delivery of such
Debentures, and the Trustee in accordance with the Company Order shall
authenticate and deliver such Debentures. Each Debenture shall be dated the date
of its authentication. The Trustee shall be provided with and (subject to
Section 5.01) shall be fully protected in relying upon an Opinion of Counsel
stating that the Debentures, when authenticated and delivered by the Trustee and
issued by the Company in the manner and subject to any conditions specified in
such Opinion of Counsel, will constitute the legally valid and binding
obligations of the Company enforceable against the Company in accordance with
their terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or affecting creditors, rights generally
(including, without limitation, fraudulent conveyance laws) and by general
principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability of
specific performance or injunctive relief regardless of whether considered in a
proceeding in equity or at law.

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

     SECTION 2.12. TEMPORARY DEBENTURES

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

     Every temporary Debenture shall be executed by the Company and
authenticated by the Trustee and registered by the Registrar, upon the same
conditions, and with like effect, as a Definitive Debenture.

                                     - 16 -
<PAGE>

     If temporary Debentures are issued, the Company will cause Definitive
Debentures to be prepared without unreasonable delay. After the preparation of
such Definitive Debentures, the temporary Debentures shall be exchangeable for
such Definitive Debentures upon surrender of the temporary Debentures at the
office or agency of the Company in the Place of Payment, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Debentures,
the Company shall execute and the Trustee shall, at the expense of the Company,
authenticate and deliver in exchange therefor one or more Definitive Debentures,
of any authorized denominations and of a like aggregate principal amount and
tenor. Until so exchanged such temporary Debentures shall in all respects be
entitled to the same benefits under this Indenture as Definitive Debentures.

     SECTION 2.13. REGISTRATION OF TRANSFER AND EXCHANGE

     The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company specified therefor being herein sometimes
collectively referred to as the "REGISTER") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of transfer or exchange of Debentures. The Trustee is hereby appointed
"REGISTRAR" for the purpose of registering transfers or exchanges of Debentures
as herein provided.

     Upon surrender for registration of transfer of any Debenture at the
Corporate Trust Office of the Trustee or any office or agency specified therefor
by the Company, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Debentures of the same series, of any authorized denominations and of a
like aggregate principal amount and tenor.

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

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

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

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


                                     - 17 -
<PAGE>

exchange of Debentures, other than exchanges pursuant to Section 2.12, 8.06 or
10.07 not involving any transfer.

     The Company shall not be required (1) to issue, register the transfer of or
exchange Debentures during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of Debentures selected
for redemption under Section 10.03 and ending at the close of business on the
day of such mailing, or (2) to register the transfer or exchange of any
Debenture so selected for redemption in whole or in part, except the unredeemed
portion of any Debenture being redeemed in part.

     SECTION 2.14. MUTILATED, DESTROYED, LOST AND STOLEN DEBENTURES

     If any mutilated Debenture is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Debenture of the same series of like tenor and principal amount and bearing
a number not contemporaneously outstanding.

     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Debenture and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Debenture has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee, pursuant to a Company
Order, shall authenticate and deliver, in lieu of any such destroyed, lost or
stolen Debenture, a new Debenture of the same series of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Debenture has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Debenture, pay such Debenture.

     Upon the issuance of any new Debenture under this Section 2.14, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

     Every new Debenture, issued pursuant to this Section 2.14 in lieu of any
mutilated, destroyed, lost or stolen Debenture shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Debenture shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Debentures duly issued hereunder.

     The provisions of this Section 2.14 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Debentures.

     Each Holder of a Debenture agrees to indemnify the Company and the Trustee
against any liability that may result from the transfer, exchange or assignment
of such Holder's


                                     - 18 -
<PAGE>

Debenture in violation of any provision of this Indenture and/or applicable
United States Federal or state securities law.

     The Trustees shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Debenture other than to require delivery of such certificates and other
documentation or evidence as expressly required by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

     SECTION 2.15. DEFAULTED INTEREST; INTEREST RIGHTS PRESERVED

     Any interest on any Debenture which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date (herein called "DEFAULTED
INTEREST") shall forthwith cease to be payable to the Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company as provided below:

          (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names such Debentures (or their respective Predecessor
     Debentures) are registered at the close of business on a Special Record
     Date for the payment of such Defaulted Interest, which shall be fixed in
     the following manner. The Company shall notify the Trustee in writing of
     the amount of Defaulted Interest proposed to be paid on each Debenture and
     the date of the proposed payment, and at the same time the Company shall
     deposit with the Trustee an amount of money equal to the aggregate amount
     proposed to be paid in respect of such Defaulted Interest or shall make
     arrangements satisfactory to the Trustee for such deposit prior to the date
     of the proposed payment, such money when deposited to be held in trust for
     the benefit of the Persons entitled to such Defaulted Interest as in this
     clause (1) provided. Thereupon the Trustee shall fix a special record date
     (the "SPECIAL RECORD Date") for the payment of such Defaulted Interest
     which shall be not more than 15 days and not less than 10 days prior to the
     date of the proposed payment and not less than 10 days after the receipt by
     the Trustee of the notice of the proposed payment.

          The Trustee shall promptly notify the Company of such Special Record
     Date and, in the name and at the expense of the Company, shall cause notice
     of the proposed payment of such Defaulted Interest and the Special Record
     Date therefor to be mailed, first-class postage prepaid, to each Holder of
     Debentures at his address as it appears in the Register, not less than 10
     days prior to such Special Record Date. Notice of the proposed payment of
     such Defaulted Interest and the Special Record Date therefor having been so
     mailed, such Defaulted Interest shall be paid to the Persons in whose names
     the Debentures (or their respective Predecessor Debentures) are registered
     at the close of business on such Special Record Date and shall no longer be
     payable pursuant to the following clause (2).

          (2) Subject to the foregoing provisions of this Section 2.15, each
     Debenture delivered under this Indenture upon registration of transfer of
     or in exchange for or in lieu of any


                                     - 19 -
<PAGE>

     other Debenture shall carry the rights to interest accrued and unpaid, and
     to accrue, which were carried by such other Debenture.

     SECTION 2.16. PERSONS DEEMED OWNERS

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

     SECTION 2.17. CANCELLATION

     All Debentures surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled by it. The Company
may at any time deliver to the Trustee for cancellation any Debentures
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Debentures
previously authenticated hereunder which the Company has not issued and sold,
and all Debentures so delivered shall be promptly canceled by the Trustee. No
Debentures shall be authenticated in lieu of or in exchange for any Debentures
canceled as provided in this Section, except as expressly permitted by this
Indenture. All canceled Debentures held by the Trustee shall be disposed of as
directed by a Company Order in accordance with the Trustee's customary
procedures.

     SECTION 2.18. CUSIP NUMBERS

     The Company in issuing the Debentures 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 Debentures or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Debentures, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the "CUSIP" numbers.

                                 ARTICLE THREE

                           SATISFACTION AND DISCHARGE

     SECTION 3.01. SATISFACTION AND DISCHARGE OF INDENTURE

     This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Debentures herein expressly provided for), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

                                     - 20 -
<PAGE>

          (1) either

               (a) all Debentures theretofore authenticated and delivered (other
          than (i) Debentures which have been destroyed, lost or stolen and
          which have been replaced or paid as provided in Section 2.14, and (ii)
          Debentures for whose payment money has theretofore been deposited in
          trust or segregated and held in trust by the Company and thereafter
          repaid to the Company or discharged from such trust, as provided in
          Section 9.03) have been delivered to the Trustee for cancellation; or

               (b) all such Debentures not theretofore delivered to the Trustee
          for cancellation have become due and payable, and the Company has
          deposited or caused to be deposited with the Trustee as trust funds in
          trust for the purpose an amount sufficient to pay and discharge the
          entire indebtedness on such Debentures, for principal and any interest
          to the date of such deposit;

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 5.07, the obligations of
the Trustee to any Authenticating Agent under Section 5.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section 3.01, the obligations of the Trustee under Section 3.02 and the
last paragraph of Section 9.03 shall survive such satisfaction and discharge.

     SECTION 3.02. APPLICATION OF TRUST MONEY

     Subject to provisions of the last paragraph of Section 9.03, all money
deposited with the Trustee pursuant to Section 3.01 shall be held in trust and
applied by it, in accordance with the provisions of the Debentures and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and interest for
whose payment such money has been deposited with the Trustee.

                                  ARTICLE FOUR

                                    REMEDIES

     SECTION 4.01. EVENTS OF DEFAULT

     "EVENT OF DEFAULT" wherever used herein with respect to the Debentures,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be occasioned by the provisions of Article Four or
be voluntary or involuntary or be effected by


                                     - 21 -
<PAGE>

operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

          (1) default in the payment of any interest upon any Debenture when it
     becomes due and payable, and continuance of such default for a period of 10
     days; provided, however, that a valid extension of the interest payment
     period by the Company for the Debentures in accordance with this Indenture
     shall not constitute a default in the payment of interest; or

          (2) default in the payment of the principal of any Debenture at its
     Maturity; or

          (3) default in the performance, or breach, of any covenant or warranty
     of the Company in this Indenture (other than a covenant or warranty a
     default in whose performance or whose breach is elsewhere in this Section
     4.01 specifically dealt with), and continuance of such default or breach
     for a period of 60 days after there has been given, by registered or
     certified mail, to the Company by the Trustee or to the Company and the
     Trustee by the Holders of at least 25% in aggregate principal amount of the
     Outstanding Debentures a written notice specifying such default or breach
     and requiring it to be remedied and stating that such notice is a "NOTICE
     OF DEFAULT" hereunder; or

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

          (5) the commencement by the Company of a voluntary case or proceeding
     under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law or of any other case or proceeding to
     be adjudicated a bankrupt or insolvent, or the consent by it to the entry
     of a decree or order for relief in respect of the Company in an involuntary
     case or proceeding under any applicable Federal or State bankruptcy,
     insolvency, reorganization or other similar law or to the commencement of
     any bankruptcy or insolvency case or proceeding against it, or the filing
     by it of a petition or answer or consent seeking reorganization or relief
     under any applicable Federal or State law, or the consent by it to the
     filing of such petition or to the appointment of or taking possession by a
     custodian, receiver, liquidator, assignee, trustee, sequestrator or other
     similar official of the Company or of any substantial part of its property,
     or the making by it of an assignment for the benefit of creditors, or the
     admission by it in writing of its inability to pay its debts generally as
     they become due, or the taking of corporate action by the Company in
     furtherance of any such action; or

                                     - 22 -
<PAGE>

          (6) the Trust shall have voluntarily or involuntarily dissolved, wound
     up its business or otherwise terminated its existence pursuant to the
     Declaration except in connection with (i) the distribution of Debentures to
     holders of Trust Securities in liquidation or redemption of their interests
     in the Trust, (ii) the redemption of all of the outstanding Trust
     Securities of the Trust, or (iii) certain mergers, consolidations or
     amalgamations, each as permitted by the Declaration.

     SECTION 4.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT

     If an Event of Default with respect to Debentures at the time Outstanding
occurs and is continuing, then in every such case the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Debentures may declare
the principal amount of all of the Debentures to be due and payable immediately,
by a notice in writing to the Company (and to the Trustee if given by Holders),
and upon any such declaration such principal amount (or specified amount) shall
become immediately due and payable.

     At any time after such a declaration of acceleration with respect to the
Debentures has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of a majority in aggregate principal amount of the
Outstanding Debentures, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if

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

               (a) all overdue interest on the Debentures,

               (b) the principal of any Debentures which has become due
          otherwise than by such declaration of acceleration and any interest
          thereon at the rate prescribed therefor in the Debentures,

               (c) to the extent that payment of such interest is lawful,
          interest upon overdue interest at the rate prescribed therefor in the
          Debentures, and

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

          (2) all Events of Default with respect to the Debentures, other than
     the non-payment of the principal of the Debentures which has become due
     solely by such declaration of acceleration, have been cured or waived as
     provided in Section 4.13.

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

                                     - 23 -
<PAGE>

     SECTION 4.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE

     The Company covenants that if

          (1) default is made in the payment of any interest on any Debenture
     when such interest becomes due and payable and such default continues for a
     period of 10 days, or

          (2) default is made in the payment of the principal of any Debenture
     at the Maturity thereof, the Company will, upon demand of the Trustee, pay
     to it, for the benefit of the Holders of such Debentures, the whole amount
     then due and payable on such Debentures for principal and interest and, to
     the extent that payment of such interest shall be legally enforceable,
     interest on any overdue principal and on any overdue interest, at the rate
     or rates prescribed therefor in such Debentures, and, in addition thereto,
     such further amount as shall be sufficient to cover the costs and expenses
     of collection, including the reasonable compensation, expenses,
     disbursements and advances of the Trustee, its agents and counsel.

     If an Event of Default with respect to the Debentures occurs and is
continuing, the Trustee may in its discretion (or shall at the direction of the
requisite number of Holders pursuant to Section 4.12) proceed to protect and
enforce its rights and the rights of the Holders by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy.

     SECTION 4.04. TRUSTEE MAY FILE PROOFS OF CLAIM

     In case of any judicial proceeding relative to the Company (or any other
obligor upon the Debentures), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 5.07.

     No provision of this Indenture 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 Debentures
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; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.

                                     - 24 -
<PAGE>

     SECTION 4.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBENTURES

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

     SECTION 4.06. APPLICATION OF MONEY COLLECTED

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

     FIRST: To the payment of all amounts due the Trustee under Section 5.07;

     SECOND: To the payment of the amounts then due and unpaid for principal of
and interest on the Debentures in respect of which or for the benefit of which
such money has been collected, ratably, without preference or priority of any
kind, according to the amounts due and payable on the Debentures for principal
and interest, respectively; and

     THIRD: To the Company.

     SECTION 4.07. LIMITATION ON SUITS

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

          (1) such Holder has previously given written notice to the Trustee of
     a continuing Event of Default with respect to the Debentures;

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

          (3) such Holder or Holders have offered to the Trustee reasonable
     indemnity against the costs, expenses and liabilities to be incurred in
     compliance with such request in such amount as shall be reasonably
     acceptable to the Trustee;

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

                                     - 25 -
<PAGE>

          (5) no direction inconsistent with such written request has been given
     to the Trustee during such 60-day period by the Holders of a majority in
     principal amount of the Outstanding Debentures; it being understood and
     intended that no one or more of such Holders shall have any right in any
     manner whatever by virtue of, or by availing of, any provision of this
     Indenture to affect, disturb or prejudice the rights of any other of such
     Holders, or to obtain or to seek to obtain priority or preference over any
     other of such Holders or to enforce any right under this Indenture, except
     in the manner herein provided and for the equal and ratable benefit of all
     of such Holders.

     SECTION 4.08. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND
INTEREST; ACKNOWLEDGMENT REGARDING PREFERRED SECURITIES HOLDERS

          (1) Notwithstanding any other provision in this Indenture, the Holder
     of any Debenture shall have the right, which is absolute and unconditional,
     to receive payment of the principal of and (subject to Section 2.15)
     interest on such Debenture, at the Maturity expressed in such Debenture and
     to institute suit for the enforcement of any such payment, and such rights
     shall not be impaired without the consent of such Holder.

          (2) The Company acknowledges that, with respect to any Debentures
     registered in the name of the Property Trustee for the benefit of the
     Trust, if the Property Trustee fails to enforce its rights under the
     Debentures and this Indenture as such Holder, then holders of Preferred
     Securities may institute legal proceedings directly against the Company to
     enforce such rights without first instituting any legal proceedings against
     the Property Trustee or any other Person. Notwithstanding the foregoing, if
     an Event of Default has occurred under Section 4.01(1) or 4.01(2), any
     holder of Preferred Securities may directly institute a proceeding against
     the Company for enforcement of payment to such holder of the principal of
     or interest on the Debentures having an aggregate principal amount equal to
     the aggregate liquidation amount of the Preferred Securities of such holder
     on or after the respective due dates specified in the Debentures.

     SECTION 4.09. RESTORATION OF RIGHTS AND REMEDIES

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

     SECTION 4.10. RIGHTS AND REMEDIES CUMULATIVE

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Debentures in the last paragraph of Section
2.14, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be


                                     - 26 -
<PAGE>

cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

     SECTION 4.11. DELAY OR OMISSION NOT A WAIVER

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

     SECTION 4.12. CONTROL BY HOLDERS

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

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

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

          (3) subject to the provisions of Section 5.01, the Trustee shall have
     the right to decline to follow such direction if the Trustee shall, in good
     faith, determine that the proceeding so directed would be unjustly
     prejudicial to the Holders not joining in any such direction or would
     potentially involve the Trustee in personal liability.

     SECTION 4.13. WAIVER OF PAST DEFAULTS

     The Holders of not less than a majority in aggregate principal amount of
the Outstanding Debentures may on behalf of the Holders of all the Debentures
waive any past default hereunder with respect to the Debentures and its
consequences, except a default

          (1) in the payment of the principal of or interest on any Debenture,
     or

          (2) in respect of a covenant or provision hereof which under Article
     Eight cannot be modified or amended without the consent of the Holder of
     each Outstanding Debenture affected.

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

                                     - 27 -
<PAGE>

     SECTION 4.14. UNDERTAKING FOR COSTS

     In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs
(including reasonable legal fees and expenses) against any such party litigant,
in the manner and to the extent provided in the Trust Indenture Act; provided
that neither this Section 4.14 nor the Trust Indenture Act shall be deemed to
authorize any court to require such an undertaking or to make such an assessment
in any suit instituted by the Company or by the Trustee.

     SECTION 4.15. WAIVER OF USURY, STAY OR EXTENSION LAWS

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

     SECTION 4.16. THIRD PARTY BENEFICIARIES

     The Property Trustee, the trustee under the Preferred Securities Guarantee
and the Delaware Trustee are each a third party beneficiary of, and shall be
entitled to enforce, and to exercise all rights and remedies with respect to,
the provisions of Section 9.10.

                                  ARTICLE FIVE

                                   THE TRUSTEE

     SECTION 5.01. CERTAIN DUTIES AND RESPONSIBILITIES

     The duties, responsibilities, rights, immunities and protection of the
Trustee shall be as provided by the Trust Indenture Act. Prior to any Event of
Default the Trustee shall not be liable except for the performance of such
duties as are specifically set out herein and in the Trust Indenture Act and no
implied covenants or obligations shall be read into this Indenture against the
Trustee. In the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but in the case of any such
certificates or opinions which by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall be under a duty to examine the
same to determine whether or not they substantially conform to the requirements
of this Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein.) Upon the occurrence of
an Event of Default (which has not been cured or waived), the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the



                                     - 28 -
<PAGE>

same degree of care and skill in their exercise, as a prudent individual would
exercise or use under the circumstances in the conduct of his or her own
affairs. Notwithstanding the foregoing, no provision of this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. Whether or not therein expressly
so provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 5.01.

     SECTION 5.02. NOTICE OF DEFAULTS

     The Trustee shall give notice of any default actually known to a
Responsible Officer of the Trustee with respect to the Debentures when, as and
to the extent provided by the Trust Indenture Act and in the manner provided by
Section 1.06 hereof; provided, however, that in the case of any default of the
character specified in Section 4.01(3) with respect to Debentures, no such
notice to Holders shall be given until at least 30 days after the default is
actually known (as set forth in Section 5.03(9)) to a Responsible Officer of the
Trustee. For the purpose of this Section, the term "DEFAULT" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to the Debentures.

     SECTION 5.03. CERTAIN RIGHTS OF TRUSTEE

     Subject to the provisions of Section 5.01:

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

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

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

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

          (5) the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture at the request or direction
     of any of the Holders pursuant to



                                     - 29 -
<PAGE>

     this Indenture, unless such Holders shall have offered to the Trustee
     reasonable security or indemnity reasonably satisfactory to it against the
     costs, expenses and liabilities (including legal fees and expenses) which
     might be incurred by it in compliance with such request or direction;

          (6) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion, may make such further inquiry
     or investigation into such facts or matters as it may see fit, and, if the
     Trustee shall determine to make such further inquiry or investigation, it
     shall be entitled to examine the books, records and premises of the
     Company, personally or by agent or attorney upon 10 Business Days advance
     written notice and during regular business hours at the sole cost of the
     Company and shall incur no liability or additional liability of any kind by
     reason of such inquiry or investigation;

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

          (8) the Trustee shall not be under any obligation to take any action
     that is discretionary under the provisions of this Indenture;

          (9) the Trustee shall not be charged with knowledge of any Event of
     Default unless either (i) a Responsible Officer of the Trustee shall have
     actual knowledge or (ii) the Trustee shall have received written notice
     thereof in accordance with Section 1.05(1) hereof from the Company or a
     Holder; and

          (10) no permissive power or authority available to the Trustee shall
     be construed as a duty.

          (11) the rights, privileges, protections, immunities and benefits
     given to the Trustee, including, without limitation, its right to be
     indemnified, are extended to, and shall be enforceable by, the Trustee in
     each of its capacities hereunder, and to each agent, custodian and other
     Person employed to act hereunder, absent any gross negligence or willful
     misconduct.

     SECTION 5.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBENTURES

     The recitals contained herein and in the Debentures, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee or any Authenticating Agent assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Debentures. The Trustee or any
Authenticating Agent shall not be accountable for the use or application by the
Company of the Debentures or the proceeds thereof.


                                     - 30 -
<PAGE>


     SECTION 5.05. MAY HOLD DEBENTURES

     The Trustee, any Authenticating Agent, any Paying Agent, any Registrar or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Debentures and, subject to Sections 5.08 and
5.13, may otherwise deal with the Company with the same rights it would have if
it were not Trustee, Authenticating Agent, Paying Agent, Registrar or such other
agent.

     SECTION 5.06. MONEY HELD IN TRUST

     Money held by the Trustee, or by any Paying Agent (other than the Company
if the Company shall act as Paying Agent), in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company.

     SECTION 5.07. COMPENSATION AND REIMBURSEMENT

     The Company agrees

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

          (2) except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel), except any such expense,
     disbursement or advance as shall be determined by a court of competent
     jurisdiction to have been caused by its own negligence or willful
     misconduct; and

          (3) to indemnify the Trustee or any predecessor Trustee for, and to
     hold it harmless against, any and all loss, damage, liability or expense
     (including taxes (other than taxes based upon, measured by or determined by
     the income of the Trustee), incurred without negligence or bad faith on its
     part, arising out of or in connection with the acceptance or administration
     of the trust or trusts hereunder or performance of its duties hereunder,
     including the costs and expenses (including legal fees and expenses) of
     defending itself against any claim or liability in connection with the
     exercise or performance of any of its powers or duties hereunder.

     As security for the performance of the obligations of the Company under
this Section 5.07, the Trustee shall have a claim prior to the Debentures upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the payment of principal of or interest on particular
Debentures.

     When the Trustee renders services or incurs expenses after the occurrence
of an Event of Default specified in Sections 4.01(4) or 4.01(5) hereof, the
compensation for services and


                                     - 31 -
<PAGE>

expenses are intended to constitute expenses of administration under any
applicable bankruptcy or insolvency law or law applicable to creditors' rights
to the extent permitted by applicable law.

     The benefits of this Section 5.07 shall survive the termination of this
Indenture and resignation or removal of the Trustee.

     SECTION 5.08. DISQUALIFICATION; CONFLICTING INTERESTS

     If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture and the Company
shall take prompt action to have a successor Trustee appointed in the manner
provided herein.

     SECTION 5.09. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY

     There shall at all times be a Trustee hereunder, which shall be a Person
that (1) is eligible pursuant to the Trust Indenture Act to act as such, and (2)
has a combined capital and surplus of at least $50,000,000 and is subject to
supervision or examination by a Federal or State authority; provided, however,
that if the Trustee shall be a member of a bank holding company group, such bank
holding company group shall have combined capital and surplus of at least
$50,000,000 and the Trustee shall have a combined capital and surplus of at
least $10,000,000. If such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 5.09, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article.

     SECTION 5.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR

     No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 5.11.

     The Trustee may resign at any time by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 5.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Debentures, at the sole expense of the Company.

     The Trustee may be removed at any time by Act of the Company or the Holders
of a majority in principal amount of the Outstanding Debentures, delivered to
the Trustee and to the Company.

     If at any time:

                                     - 32 -
<PAGE>

          (1) the Trustee shall fail to comply with Section 5.08 after written
     request therefor by the Company or by any Holder who has been a Holder of a
     Debenture for at least six months, or

          (2) the Trustee shall cease to be eligible under Section 5.09 and
     shall fail to resign after written request therefor by the Company or by
     any such Holder, or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 4.14, any Holder who has been a Holder of a
Debenture for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.

     If an instrument of acceptance by a successor Trustee shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
removal, the Trustee being removed may petition, at the expense of the Company,
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Debentures of such series.

     If the Trustee shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Trustee for any cause, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee (it being
understood that any time there shall be only one Trustee) and shall comply with
the applicable requirements of Section 5.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee shall be appointed by an Act of the Holders of a majority in
principal amount of the Outstanding Debentures delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of
Section 5.11, become the successor Trustee and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 5.11, any Holder who has been a Holder of a Debenture
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee.

     The Company shall give notice of each resignation and each removal of the
Trustee and each appointment of a successor Trustee to all Holders of Debentures
in the manner provided in Section 1.06. The Company also shall give notice of
appointment (and acceptance of such appointment) of a successor Trustee to the
Trustee who is resigning or being removed. Each notice shall include the name of
the successor Trustee and the address of its Corporate Trust Office.

     No resignation or removal pursuant to this Section 5.10 shall be effective
unless and until any and all amounts due to such Trustee pursuant to Section
5.07 shall have been paid. The


                                     - 33 -
<PAGE>

obligations of the Company provided for in Section 5.07 shall survive such
resignation or removal.

     SECTION 5.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR

     In case of the appointment hereunder of a successor Trustee, every such
successor Trustee so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee, provided, however, that no Trustee under this Indenture
shall be liable for any act or omission of any successor Trustee; but, on the
request of the Company or the successor Trustee, such retiring Trustee shall,
upon payment of its charges, execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring Trustee
and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder.

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

     SECTION 5.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS

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

     SECTION 5.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY

     If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Debentures), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

                                     - 34 -
<PAGE>

     SECTION 5.14. APPOINTMENT OF AUTHENTICATING AGENT

     The Trustee may appoint an Authenticating Agent or Agents which shall be
authorized to act on behalf of the Trustee to authenticate Debentures issued
upon original issue and upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 2.14, and Debentures so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery
of Debentures by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

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

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall provide notice of such
appointment to the Holders of Debentures, in the manner provided in Section
1.06. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

                                     - 35 -
<PAGE>

     The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 5.07.

     If an appointment is made pursuant to this Section 5.14, the Debentures may
have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternative certificate of authentication in the following
form:

     This is one of the Debentures referred to in the within-mentioned
Indenture.

          --------------------------
          As Trustee

          By,
          --------------------------
          As Authenticating Agent

          By,
          ----------------------------------
          Authorized Officer



                                  ARTICLE SIX

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     SECTION 6.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS

     The Company will furnish or cause to be furnished to the Trustee

          (1) semi-annually, not more than 15 days after each Regular Record
     Date, a list, in such form as the Trustee may reasonably require, of the
     names and addresses of the Holders as of such Regular Record Date, and

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

EXCLUDING from any such list names and addresses received by the Trustee in its
capacity as Registrar.

                                     - 36 -
<PAGE>

     SECTION 6.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS

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

     The rights of the Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Debentures, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

     Every Holder of Debentures, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
agent of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Holders made pursuant to the Trust
Indenture Act.

     SECTION 6.03. REPORTS BY TRUSTEE

     The Trustee shall transmit to the Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

                                 ARTICLE SEVEN

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     SECTION 7.01. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS

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

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



                                     - 37 -
<PAGE>

          (2) immediately after giving effect to such transaction and treating
     any indebtedness which becomes an obligation of the Company as a result of
     such transaction as having been incurred by the Company at the time of such
     transaction, no Event of Default, and no event which, after notice or lapse
     of time or both, would become an Event of Default, shall have happened and
     be continuing; and

          (3) the Company has delivered to the Trustee an Officer's Certificate
     and an Opinion of Counsel, each stating that such consolidation, merger,
     conveyance, transfer or lease and, if a supplemental indenture is required
     in connection with such transaction, such supplemental indenture, comply
     with this Article and that all conditions precedent herein provided for
     relating to such transaction have been complied with.

     SECTION 7.02. SUCCESSOR SUBSTITUTED

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

                                 ARTICLE EIGHT

                             SUPPLEMENTAL INDENTURES

     SECTION 8.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS

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

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

          (2) to add to the covenants of the Company or to surrender any right
     or power herein conferred upon the Company; or

          (3) to add any additional Events of Default; or

          (4) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee and to add to or change any of the
     provisions of this Indenture as shall be



                                     - 38 -
<PAGE>

     necessary to provide for or facilitate the administration of the trusts
     hereunder by the Trustee, pursuant to the requirements of Section 5.11; or

          (5) to cure any ambiguity, to correct or supplement any provision
     herein which may be inconsistent with any other provision herein, or to
     make any other provisions with respect to matters or questions arising
     under this Indenture, provided that such action pursuant to this clause (5)
     shall not adversely affect the interests of the Holders (except for holders
     consenting pursuant to Section 8.02).

     SECTION 8.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS

     With the consent of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Debentures, by Act of said Holders delivered
to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Debenture,

          (1) change the Maturity of the principal of or interest on, the
     Debentures, or reduce the principal amount thereof or the rate of interest
     thereon, or change the coin or currency in which any Debenture or interest
     thereon is payable, or impair the right to institute suit for the
     enforcement of any such payment on or after the Maturity thereof (or, in
     the case of redemption, on or after the Redemption Date), or

          (2) reduce the percentage in principal amount of the Outstanding
     Debentures, the consent of whose Holders is required for any such
     supplemental indenture or other modification or amendment of this
     Indenture, or the consent of whose Holders is required for any waiver (of
     compliance with certain provisions of this Indenture or certain defaults
     hereunder and their consequences) provided for in this Indenture, or

          (3) modify any of the provisions of this Indenture relating to the
     subordination of the Debentures in a manner adverse to the Holders, or

          (4) modify any of the provisions of this Section 8.02 or Section 4.13,
     except to increase any such percentage or to provide that certain other
     provisions of this Indenture cannot be modified or waived without the
     consent of the Holder of each Outstanding Debenture affected thereby,
     provided, however, that this clause shall not be deemed to require the
     consent of any Holder with respect to changes in the references to "the
     Trustee" and concomitant changes in this Section 8.02, or the deletion of
     this proviso, in accordance with the requirements of Sections 5.11 and
     8.01(4).

     It shall not be necessary for any Act of Holders under this Section 8.02 to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

                                     - 39 -
<PAGE>

     SECTION 8.03. EXECUTION OF SUPPLEMENTAL INDENTURES

     In executing, or accepting the additional trusts created by any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 5.01) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

     SECTION 8.04. EFFECT OF SUPPLEMENTAL INDENTURES

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

     SECTION 8.05. CONFORMITY WITH TRUST INDENTURE ACT

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

     SECTION 8.06. REFERENCE IN DEBENTURES TO SUPPLEMENTAL INDENTURES

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

                                  ARTICLE NINE

                                    COVENANTS

     SECTION 9.01. PAYMENT OF PRINCIPAL AND INTEREST

     The Company covenants and agrees for the benefit of the Holders that it
will duly and punctually pay the principal of and interest on the Debentures in
accordance with the terms of the Debentures and this Indenture.

     SECTION 9.02. MAINTENANCE OF OFFICE OR AGENCY

     The Company will maintain in the Place of Payment for the Debentures an
office or agency where Debentures may be presented or surrendered for payment,
where Debentures may


                                     - 40 -
<PAGE>

be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Debentures and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

     The Company may also from time to time designate one or more other offices
or agencies where the Debentures may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Place of
Payment for the Debentures for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

     SECTION 9.03. MONEY FOR DEBENTURES PAYMENTS TO BE HELD IN TRUST

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

     Whenever the Company shall have one or more Paying Agents for the
Debentures, it will, prior to each due date of the principal of or interest on
the Debentures, deposit with a Paying Agent a sum sufficient to pay such amount,
such sum to be held as provided by the Trust Indenture Act, and (unless such
Paying Agent is the Trustee) the Company will immediately notify the Trustee of
its action or failure so to act.

     The Company will cause each Paying Agent for the Debentures other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section
9.03, that such Paying Agent will (1) comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent and (2) during the continuance
of any default by the Company (or any other obligor upon the Debentures) in the
making of any payment in respect of the Debentures, and upon the written request
of the Trustee, forthwith pay to the Trustee all sums held in trust by such
Paying Agent for payment in respect of the Debentures.

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were


                                     - 41 -
<PAGE>

held by the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or interest on any
Debenture and remaining unclaimed for two years after such principal or interest
has become due and payable shall be paid to the Company on Company Request
(including interest income accrued on said funds to which the Company is
otherwise entitled), or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Debenture shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once, in an appropriate newspaper in the Place of Payment, notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

     SECTION 9.04. STATEMENT BY OFFICERS AS TO DEFAULT

     The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officer's
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

     SECTION 9.05. EXISTENCE

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

     SECTION 9.06. MAINTENANCE OF PROPERTIES

     The Company will cause all properties used or useful in the conduct of its
business to be maintained and kept in good condition, repair and working order
and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the judgment of the Company may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times; provided, however, that nothing in this Section shall prevent the
Company from discontinuing the operation or maintenance of any of such
properties if such discontinuance is, in



                                     - 42 -
<PAGE>

the judgment of the Company, desirable in the conduct of its business and not
disadvantageous in any material respect to the Holders.

     SECTION 9.07. PAYMENT OF TAXES AND OTHER CLAIMS

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

     SECTION 9.08. LIMITATION ON DIVIDENDS AND REPURCHASES

     If (1) there shall have occurred any event that would constitute an Event
of Default, (2) the Company shall be in default with respect to its payment of
any obligations under the Preferred Securities or the Preferred Securities
Guarantee, or (3) if the Company shall have given notice of its election to
defer payments of interest on the Debentures by extending the interest payment
period as provided herein and such period, or any extension thereof, shall be
continuing, then the Company shall not (1) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of its capital stock or (2) make any payment of principal
of, or interest or premium, if any, on or repay, repurchase or redeem, or make
any sinking fund payment with respect to, any indebtedness for money borrowed of
the Company (including other junior subordinated debt securities) that ranks
pari passu with or junior in right of payment to the Debentures or make any
guarantee payments with respect to the foregoing (other than (a) dividends or
distributions in common stock of the Company and (b) payments under the
Preferred Securities Guarantee).

     SECTION 9.09. COVENANTS AS TO THE TRUST

     For so long as the Trust Securities remain outstanding, the Company will
(1) maintain 100% direct or indirect ownership of the Common Securities of the
Trust; provided, however, that any permitted successor of the Company under this
Indenture may succeed to the Company's ownership of the Common Securities, (2)
not cause, as sponsor of the Trust, or permit, as holder of the Common
Securities, the dissolution or winding-up of the Trust, except in connection
with a distribution of the Debentures held by the Trust as provided in the
Declaration, and (3) use its reasonable efforts to cause the Trust (a) to remain
a statutory business trust, except in connection with a distribution of
Debentures as provided in the Declaration, the redemption of all of the Trust
Securities and in connection with certain mergers, consolidations or
amalgamations permitted by the Declaration, and (b) to otherwise continue to be
treated as a grantor trust for United States federal income tax purposes.

                                     - 43 -
<PAGE>

     SECTION 9.10. PAYMENT OF EXPENSES

     In connection with the offering, sale and issuance of the Debentures to the
Trust in connection with the sale of the Trust Securities by the Trust, as long
as the Preferred Securities are outstanding the Company shall:

          (1) pay all costs and expenses relating to the offering, sale and
     issuance of the Debentures, including compensation of the Trustee under the
     Indenture in accordance with the provisions of Section 5.07 of the
     Indenture;

          (2) pay any and all taxes (other than United States withholding taxes
     attributable to the Trust or its assets) and all liabilities, costs and
     expenses with respect to such taxes of the Trust; and

          (3) pay all other debts and obligations of the Trust (other than with
     respect to the Trust Securities) and all costs and expenses of the Trust
     (including, but not limited to, costs and expenses relating to the
     organization, maintenance and dissolution of the Trust, the fees and
     expenses of the Property Trustee, the trustee under the Preferred
     Securities Guarantee and the Delaware Trustee, the costs and expenses
     relating to the operation of the Trust, including without limitation, costs
     and expenses of accountants, attorneys, statistical or bookkeeping
     services, expenses or printing and engraving and computing or accounting
     equipment, paying agent(s), registrar(s), transfer agent(s), duplicating,
     travel and telephone and other telecommunications expenses and costs and
     expenses incurred in connection with the acquisition, financing, and
     disposition of Trust assets).

     SECTION 9.11. INTENTIONALLY LEFT BLANK.

     SECTION 9.12. WAIVER OF CERTAIN COVENANTS

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in this Indenture with respect to the
Debentures if before the time for such compliance the Holders of a majority in
aggregate principal amount of the Outstanding Debentures shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, provided that no such waiver
shall without the consent of each Holder affected thereby (1) change the
Maturity Date, (2) reduce the principal amount of the Debentures or the rate of
interest thereon or extend the time of payment of interest thereon (except
pursuant to Section 2.06), (3) change any Place of Payment or the currency in
which the Debentures or any interest thereon is payable or (4) reduce the
percentage in principal amount of the Outstanding Debentures, the consent of
whose Holders is required with respect to supplemental indentures and for any
waiver of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences provided for herein.



                                     - 44 -
<PAGE>

                                  ARTICLE TEN

                            REDEMPTION OF DEBENTURES

     SECTION 10.01. MANDATORY AND SPECIAL EVENT REDEMPTION

     The Debentures shall be redeemable in accordance with their terms and in
accordance with this Article as follows:

     (1) MANDATORY REDEMPTION. Each series of Debentures is subject to mandatory
redemption, in nine annual principal installments equal to the then applicable
Sinking Fund Amount (each, an "INSTALLMENT"), with the first Installment payable
on the first Interest Payment Date which is at least one year following the
Series Issue Date of the Debentures of such series and an Installment payable on
each August 31 Interest Payment Date thereafter with the last Installment
payable on the Maturity Date, at a redemption price equal to the principal
amount to be redeemed, without premium, plus accrued interest thereon to the
date of redemption. The Sinking Fund Amount of such first Installment shall be
an amount equal to 15.789474% of the aggregate principal amount of Debentures of
such series issued upon original issuance under this Indenture (the "FIRST
SINKING FUND AMOUNT"), and the Sinking Fund Amount of each following Installment
shall be an amount equal to 10.526316% of the aggregate principal amount of
Debentures of such series issued upon original issuance under this Indenture
(the "OTHER SINKING FUND AMOUNT" and, collectively with the First Sinking Fund
Amount, a "SINKING FUND AMOUNT").

     (2) SPECIAL EVENT REDEMPTION. Upon the occurrence of a Special Event, the
Company shall have the right, at any time, to redeem the Debentures, in whole
and not in part, at the Redemption Price (a "SPECIAL REDEMPTION").

     SECTION 10.02. ELECTION TO REDEEM: NOTICE TO TRUSTEE

     The election of the Company to redeem any Debentures under Section 10.01(2)
shall be evidenced by a Board Resolution. In the case of any Special Event
Redemption of Debentures, the Company shall, within 30 days after any such
redemption, furnish the Trustee with an Officer's Certificate evidencing
compliance with all conditions precedent to such redemption.

     SECTION 10.03. PARTIAL REPAYMENTS PRO RATA

     Upon any partial redemption of the Debentures of any series, the principal
amount so redeemed shall be allocated to all Debentures of such series at the
time outstanding (including for the purpose of this Section 10.03 only, all
Debentures redeemed or otherwise retired or purchased or otherwise acquired by
the Company or any of its subsidiaries) in proportion to the respective
outstanding principal amounts thereof.

                                     - 45 -
<PAGE>

SECTION 10.04.    NOTICE OF REDEMPTION

     Notice of redemption shall be given in the manner provided in Section 1.06,
not less than 30 nor more than 60 days prior to the Redemption Date, to each
Holder of Debentures to be redeemed.

     All notices of redemption shall state:

          (1) the Redemption Date,

          (2) the Redemption Price,

          (3) that on the Redemption Date the Redemption Price will become due
     and payable upon each such Debenture to be redeemed and, if applicable,
     that interest thereon will cease to accrue on and after said date, and

          (4) the place or places where such Debentures are to be surrendered
     for payment of the Redemption Price.

     Notice of redemption of Debentures to be redeemed shall be given by the
Company or, at the Company's direction, by the Trustee in the name and at the
expense of the Company and shall be irrevocable.

     SECTION 10.05. DEPOSIT OF REDEMPTION PRICE

     At least one Business Day prior to any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as
its own Paying Agent, segregate and hold in trust as provided in Section 9.03)
an amount of money sufficient to pay the Redemption Price of all of the
Debentures which are to be redeemed on that date. The Redemption Price shall be
paid prior to 12:00 noon, New York time, on the Redemption Date or at such
earlier time as the Company determines.

     SECTION 10.06. DEBENTURES PAYABLE ON REDEMPTION DATE

     Any required notice of redemption having been given as aforesaid, all
Debentures to be redeemed shall, on the Redemption Date, become due and payable
at the Redemption Price therein specified, and from and after such date (unless
the Company shall default in the payment of the Redemption Price and accrued
interest) such Debentures (or any portion thereof which is mandatorily redeemed)
shall cease to bear interest. Upon surrender of any such Debenture for
redemption, in accordance with said notice in the case of Special Event
Redemption, or to the Company in the case of each mandatory redemption, such
Debenture shall be paid by the Company at the Redemption Price; provided,
however, that installments of interest whose Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Debentures, or one or
more Predecessor Debentures, registered as such at the close of business on the
relevant record dates according to their terms and the provisions of Section
2.15.

                                     - 46 -
<PAGE>

     If any Debenture called for Special Event Redemption or required to be
mandatorily redeemed shall not be so paid upon surrender thereof for redemption,
the principal shall, until paid, bear interest from the Redemption Date at the
rate prescribed therefor in the Debenture.

     SECTION 10.07. DEBENTURES REDEEMED IN PART

     Any Debenture which is to be redeemed only in part shall be surrendered at
the Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Debenture without service
charge, a new Debenture or Debentures of like tenor, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Debenture so
surrendered.

                                 ARTICLE ELEVEN

                                  SUBORDINATION

     SECTION 11.01. AGREEMENT TO SUBORDINATE; RANKING OF DEBENTURES

     The Company covenants and agrees, and each Holder of Debentures issued
hereunder by such Holder's acceptance thereof likewise covenants and agrees,
that all Debentures shall be issued subject to the provisions of this Article
Eleven; and each Holder of a Debenture, whether upon original issue or upon
transfer or assignment thereof, accepts and agrees to be bound by such
provisions.

     The payment by the Company of the principal of and interest on the
Debentures shall, to the extent and in the manner hereinafter set forth, be
subordinated and junior in right of payment to the prior payment in full of all
present and future Senior Indebtedness and shall rank pari passu with (1) all
notes, debentures and other evidences of indebtedness of the Company that shall
contain or have applicable thereto subordination provisions substantially
identical in effect to the subordination provisions applicable to the Debentures
providing for such indebtedness being junior and subordinate in right of payment
to all Senior Indebtedness, (2) any Debt (including all other debt securities
and guarantees in respect of those debt securities) initially issued to any
trust, or a trustee of such trust, partnership, or other entity affiliated with
the Company that is, directly or indirectly, a financing vehicle of the Company
in connection with the issuance by such entity of preferred securities or other
similar securities that contain or have applicable thereto subordination
provisions substantially identical in effect to the subordination provisions set
forth herein applicable to the Debentures providing for such indebtedness being
junior and subordinate in right of payment to all Senior Indebtedness, and (3)
obligations to, or rights of, the Company's other general unsecured creditors,
in each case whether outstanding at the date of this Indenture or thereafter
incurred.

     No provision of this Article Eleven shall prevent the occurrence of any
default or Event of Default hereunder.

                                     - 47 -
<PAGE>

     SECTION 11.02. DEFAULT ON SENIOR INDEBTEDNESS

     In the event and during the continuation of any default by the Company in
the payment of principal, premium, interest or any other payment due on any
Senior Indebtedness of the Company, as the case may be, or in the event that the
maturity of any Senior Indebtedness of the Company, as the case may be, has been
accelerated because of a default, then, in either case, no payment shall be made
by the Company with respect to the principal (including redemption payments) of,
or interest on, the Debentures.

     In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 11.02, subject to the provisions of Section 11.06,
such payment shall be held in trust for the benefit of, and shall be paid over
or delivered to, the holders of Senior Indebtedness or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Indebtedness may have been issued, as their respective
interests may appear, but only to the extent that the holders of the Senior
Indebtedness (or their representative or representatives or a trustee) notify
the Trustee in writing within 90 days of such payment of the amounts then due
and owing on the Senior Indebtedness and only the amounts specified in such
notice to the Trustee shall be paid to the holders of Senior Indebtedness.

     SECTION 11.03. LIQUIDATION; DISSOLUTION; BANKRUPTCY

     Upon any payment by the Company or distribution of assets of the Company of
any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding-up or liquidation or reorganization of the
Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due upon all Senior Indebtedness
of the Company shall first be paid in full, or payment thereof provided for in
money in accordance with its terms, before any payment is made by the Company on
account of the principal of or interest on the Debentures; and upon any such
dissolution or winding-up or liquidation or reorganization, any payment by the
Company, or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to which the Holders or the Trustee
would be entitled to receive from the Company, except for the provisions of this
Article Eleven, shall be paid by the Company or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, or by the Holders or by the Trustee under this Indenture if
received by them or it, directly to the holders of Senior Indebtedness of the
Company (pro rata to such holders on the basis of the respective amounts of
Senior Indebtedness held by such holders, as calculated by the Company) or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness
may have been issued, as their respective interests may appear, to the extent
necessary to pay such Senior Indebtedness in full, in money or money's worth,
after giving effect to any concurrent payment or distribution to or for the
holders of such Senior Indebtedness, before any payment or distribution is made
to the Holders or to the Trustee.

     In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the


                                     - 48 -
<PAGE>

foregoing, shall be received by the Trustee before all Senior Indebtedness of
the Company is paid in full, or provision is made for such payment in money in
accordance with its terms, such payment or distribution shall be held in trust
for the benefit of and shall be paid over or delivered to the holders of such
Senior Indebtedness or their representative or representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness may have been issued, as their respective
interests may appear, as calculated by the Company, for application to the
payment of all Senior Indebtedness of the Company, as the case may be, remaining
unpaid to the extent necessary to pay such Senior Indebtedness in full in money
in accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness.

     For purposes of this Article Eleven, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article Eleven with
respect to the Debentures to the payment of all Senior Indebtedness of the
Company, as the case may be, that may at the time be outstanding provided that
(i) such Senior Indebtedness is assumed by the new corporation, if any,
resulting from any such reorganization or readjustment, and (ii) the rights of
the holders of such Senior Indebtedness are not, without the consent of such
holders, altered by such reorganization or readjustment. The consolidation of
the Company with, or the merger of the Company into, another corporation or
other entity or the liquidation or dissolution of the Company following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another corporation or other entity upon the terms and conditions
provided for in Article Seven shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 11.03 if such
other corporation or other entity shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article
Seven. Nothing in Section 11.02 or in this Section 11.03 shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 5.07.

     SECTION 11.04. SUBROGATION

     Subject to the payment in full of all Senior Indebtedness of the Company,
the rights of the Holders shall be subrogated to the rights of the holders of
such Senior Indebtedness to receive payments or distributions of cash, property
or securities of the Company, as the case may be, applicable to such Senior
Indebtedness until the principal of and interest on the Debentures shall be paid
in full; and, for the purposes of such subrogation, no payments or distributions
to the holders of such Senior Indebtedness of any cash, property or securities
to which the Holders or the Trustee would be entitled except for the provisions
of this Article Eleven to or for the benefit of the holders of such Senior
Indebtedness by Holders or the Trustee, shall, as between the Company, its
creditors other than holders of Senior Indebtedness of the Company and the
Holders, be deemed to be a payment by the Company to or on account of such
Senior Indebtedness. It is understood that the provisions of this Article Eleven
are intended solely for the purposes of defining the relative rights of the
Holders, on the one hand, and the holders of such Senior Indebtedness on the
other hand.

                                     - 49 -
<PAGE>

     Nothing contained in this Article Eleven or elsewhere in this Indenture or
in the Debentures is intended to or shall impair, as between the Company, its
creditors other than the holders of Senior Indebtedness of the Company, and the
Holders, the obligation of the Company, which is absolute and unconditional, to
pay to the Holders the principal of and interest on the Debentures as and when
the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the Holders and creditors of
the Company, as the case may be, other than the holders of Senior Indebtedness
of the Company, as the case may be, nor shall anything herein or therein prevent
the Trustee or any Holder from exercising all remedies otherwise permitted by
applicable law upon default under the Indenture, subject to the rights, if any,
under this Article Eleven of the holders of such Senior Indebtedness in respect
of cash, property or securities of the Company, as the case may be, received
upon the exercise of any such remedy.

     Upon any payment or distribution of assets of the Company referred to in
this Article Eleven, the Trustee, subject to the provisions of Section 5.03, and
the Holders shall be entitled to rely upon any order or decree made by any court
of competent jurisdiction in which any dissolution, winding-up, liquidation or
reorganization proceedings in respect of the Company are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent
or other Person making such payment or distribution, delivered to the Trustee or
to the Holders, for the purposes of ascertaining the Persons entitled to
participate in such distribution, the holders of Senior Indebtedness and other
indebtedness of the Company, as the case may be, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article Eleven.

     SECTION 11.05. TRUSTEE TO EFFECTUATE SUBORDINATION

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

     SECTION 11.06. NOTICE BY THE COMPANY

     The Company shall give prompt written notice to a Responsible Officer of
the Trustee of any fact known to the Company that would prohibit the making of
any payment of monies to or by the Trustee in respect of the Debentures pursuant
to the provisions of this Article Eleven. Notwithstanding the provisions of this
Article Eleven or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts that would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Debentures pursuant to the provisions of this Article Eleven, unless and until a
Responsible Officer of the Trustee shall have received written notice thereof
from the Company or a holder or holders of Senior Indebtedness or from any
trustee therefor; and before the receipt of any such written notice, the
Trustee, subject to the provisions of Section 5.03, shall be entitled in all
respects to assume that no such facts exist; provided, however, that, if a
Responsible Officer of the Trustee shall not have received the notice provided
for in this Section 11.06 at least two Business Days prior to the date upon
which by the terms hereof any money may become payable for any purpose

                                     - 50 -
<PAGE>

(including, without limitation, the payment of the principal of or interest on
any Debenture), then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such money and to
apply the same to the purposes for which they were received, and shall not be
affected by any notice to the contrary that may be received by it within two
Business Days prior to such date.

     The Trustee, subject to the provisions of Section 5.03, shall be entitled
to conclusively rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness of the Company, as
the case may be (or a trustee on behalf of such holder) to establish that such
notice has been given by a holder of such Senior Indebtedness or a trustee on
behalf of any such holder or holders. In the event that the Trustee determines
in good faith that further evidence is required with respect to the right of any
Person as a holder of such Senior Indebtedness to participate in any payment or
distribution pursuant to this Article Eleven, the Trustee shall be entitled to
require such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of such Senior Indebtedness held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article Eleven, and, if such evidence is not furnished, the Trustee may
defer any payment to such Person pending judicial determination as to the right
of such Person to receive such payment.

     SECTION 11.07. RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS

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

     With respect to the holders of Senior Indebtedness of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article Eleven, and no implied
covenants or obligations with respect to the holders of such Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and,
subject to the provisions of Section 5.03, the Trustee shall not be liable to
any holder of such Senior Indebtedness if it shall pay over or deliver to
Holders, the Company or any other Person money or assets to which any holder of
such Senior Indebtedness shall be entitled by virtue of this Article Eleven or
otherwise.

     SECTION 11.08. SUBORDINATION MAY NOT BE IMPAIRED

     No right of any present or future holder of any Senior Indebtedness of the
Company to enforce subordination as herein provided shall at any time in any way
be prejudiced or impaired by any act or failure to act on the part of the
Company, or by any act or failure to act, in good faith, by any such holder, or
by any noncompliance by the Company, as the case may be, with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
that any such holder may have or otherwise be charged with.

                                     - 51 -
<PAGE>

     Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness of the Company may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders, without
incurring responsibility to the Holders and without impairing or releasing the
subordination provided in this Article Eleven or the obligations hereunder of
the Holders to the holders of such Senior Indebtedness, do any one or more of
the following: (1) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, such Senior Indebtedness, or otherwise
amend or supplement in any manner such Senior Indebtedness or any instrument
evidencing the same or any agreement under which such Senior Indebtedness is
outstanding; (2) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing such Senior Indebtedness; (3) release
any Person liable in any manner for the collection of such Senior Indebtedness;
and (4) exercise or refrain from exercising any rights against the Company, as
the case may be, and any other Person.

                                 ARTICLE TWELVE

                                   DEFEASANCE

     SECTION 12.01. DEFEASANCE AND DISCHARGE

     The Company shall be deemed to have been discharged from its obligations
with respect to the Outstanding Debentures appertaining thereto as provided in
this Section on and after the date the conditions set forth in Section 12.02 are
satisfied (hereinafter called "DEFEASANCE"). For this purpose, such Defeasance
means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the Outstanding Debentures and to have satisfied all
its other obligations under the Debentures and this Indenture insofar as the
Debentures are concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), subject to the following
which shall survive until otherwise terminated or discharged hereunder: (1) the
rights of Holders of Debentures to receive, solely from the trust fund described
in Section 12.02 and as more fully set forth in such Section, payments in
respect of the principal of and interest on such Debentures when payments are
due, (2) the Company's obligations with respect to the Debentures under Sections
2.12, 2.13, 2.14, 9.02 and 9.03, (3) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and (4) this Article Twelve.

     SECTION 12.02. CONDITIONS TO DEFEASANCE

     The following shall be the conditions to application of Section 12.01 to
the Outstanding Debentures:

     (1)  The Company shall irrevocably have deposited or caused to be deposited
          with the Trustee (or another trustee that satisfies the requirements
          contemplated by Section 5.09 and agrees to comply with the provisions
          of this Article Twelve applicable to it) as trust funds in trust for
          the purpose of making the following payments, specifically pledged as
          security for, and dedicated solely to, the benefit of the Holders of
          Outstanding Debentures, (a) money in an amount, or (b) U.S.


                                     - 52 -
<PAGE>

          Government Obligations that through the scheduled payment of principal
          and interest in respect thereof in accordance with their terms will
          provide, not later than one day before the due date of any payment,
          money in an amount, or (c) a combination thereof, in each case,
          sufficient, in the opinion of a nationally recognized firm of
          independent public accountants expressed in a written certification
          thereof delivered to the Trustee, to pay and discharge, and which
          shall be applied by the Trustee (or any such other qualifying trustee)
          to pay and discharge, the principal of and interest on the Debentures
          on the Maturity thereof in accordance with the terms of this Indenture
          and the Debentures. As used herein, "U.S. GOVERNMENT OBLIGATION" means
          (x) any security that is (i) a direct obligation of the United States
          of America for the payment of which the full faith and credit of the
          United States of America is pledged or (ii) an obligation of a Person
          controlled or supervised by and acting as an agency or instrumentality
          of the United States of America the payment of which is
          unconditionally guaranteed as a full faith and credit obligation by
          the United States of America, which, in either case (i) or (ii), is
          not callable or redeemable at the option of the issuer thereof, and
          (y) any depositary receipt issued by a bank (as defined in Section
          3(a)(2) of the Securities Act, as amended) as custodian with respect
          to any U.S. Government Obligation specified in clause (x) and held by
          such custodian for the account of the holder of such depositary
          receipt, or with respect to any specific payment of principal of or
          interest on any such U.S. Government Obligation, provided that (except
          as required by law) such custodian is not authorized to make any
          deduction from the amount payable to the holder of such depositary
          receipt from any amount received by the custodian in respect of the
          U.S. Government Obligation or the specific payment of principal or
          interest evidenced by such depositary receipt.

     (2)  The Company shall have delivered to the Trustee an Opinion of Counsel
          stating that (a) the Company has received from, or there has been
          published by, the Internal Revenue Service a ruling or (b) since the
          date first set forth hereinabove, there has been a change in the
          applicable Federal income tax law, in either case (a) or (b) to the
          effect that, and based thereon such opinion shall confirm that, the
          Holders of the Outstanding Debentures will not recognize income, gain
          or loss for United States federal income tax purposes as a result of
          the deposit, Defeasance and discharge to be effected with respect to
          the Debentures and will be subject to United States federal income tax
          on the same amount, in the same manner and at the same times as would
          be the case if such deposit, Defeasance and discharge were not to
          occur.

     (3)  The Company shall have delivered to the Trustee an Officer's
          Certificate to the effect that the Debentures, if then listed on any
          Debentures exchange, will not be delisted as a result of such deposit.

     (4)  No Event of Default or event that (after notice or lapse of time or
          both) would become an Event of Default shall have occurred and be
          continuing at the time of such deposit or, with regard to any Event of
          Default or any such event specified in


                                     - 53 -
<PAGE>

          Sections 4.01(4), (5) and (6), at any time on or prior to the 90th day
          after the date of such deposit (it being understood that this
          condition shall not be deemed satisfied until after such 90th day).

     (5)  Such Defeasance shall not cause the Trustee to have a conflicting
          interest within the meaning of the Trust Indenture Act (assuming all
          Debentures are in default within the meaning of the Trust Indenture
          Act).

     (6)  Such Defeasance shall not result in a breach or violation of, or
          constitute a default under, any other agreement or instrument to which
          the Company is a party or by which it is bound.

     (7)  The Company shall have delivered to the Trustee an Officer's
          Certificate and an Opinion of Counsel, each stating that all
          conditions precedent with respect to such Defeasance have been
          complied with.

     (8)  Such Defeasance shall not result in the trust arising from such
          deposit constituting an investment company within the meaning of the
          1940 Act, as amended, unless such trust shall be qualified under such
          Act or exempt from regulation thereunder.

     SECTION 12.03. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD
IN TRUST; OTHER MISCELLANEOUS PROVISIONS

     Subject to the provisions of the last paragraph of Section 9.03, all money
and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee or other qualifying trustee (solely for purposes of this Section
12.03 and Section 12.04, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 12.02 in respect of the
Debentures shall be held in trust and applied by the Trustee, in accordance with
the provisions of the Debentures and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders, of all sums due
and to become due thereon in respect of principal and interest, but money so
held in trust need not be segregated from other funds except to the extent
required by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 12.02 or the principal and interest received in
respect thereof other than any such tax, fee or other charge that by law is for
the account of the Holders of Outstanding Debentures.

     Anything in this Article Twelve to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 12.02 with respect to Debentures that, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof that would then be required to be deposited to effect a Defeasance with
respect to the Debentures.

                                     - 54 -
<PAGE>

     SECTION 12.04. REINSTATEMENT

     If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article Twelve with respect to the Debentures by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company's
obligations under this Indenture and the Debentures shall be revived and
reinstated as though no deposit had occurred pursuant to this Article Twelve
with respect to Debentures until such time as the Trustee or Paying Agent is
permitted to apply all money held in trust pursuant to Section 12.03 with
respect to Debentures in accordance with this Article Twelve; provided, however,
that if the Company makes any payment of principal of or interest on any
Debenture following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of Debentures to receive such payment
from the money so held in trust.

                                ARTICLE THIRTEEN

                        MEETINGS OF HOLDERS OF DEBENTURES

     SECTION 13.01. PURPOSE FOR WHICH MEETINGS MAY BE CALLED

     A meeting of Holders may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders.

     SECTION 13.02. CALL, NOTICE AND PLACE OF MEETINGS

          (1) The Trustee may at any time call a meeting of Holders for any
     purpose specified in Section 13.01, to be held at such time and at such
     place in Des Moines, Iowa, as the Trustee shall determine. Notice of every
     meeting of Holders, setting forth the time and the place of such meeting
     and in general terms the action proposed to be taken at such meeting, shall
     be given, in the manner provided in Section 1.06, not less than 21 nor more
     than 180 days prior to the date fixed for the meeting. The Trustee or the
     Company may fix, in advance of the giving of such notice, a date as the
     record date for determining the Holders entitled to notice or to vote at
     any such meeting not more than 15 days prior to the date fixed for the
     giving of such notice.

          (2) In case at any time the Company or the Holders of at least 10% in
     principal amount of the Outstanding Debentures shall have requested the
     Trustee to call a meeting of the Holders for any purpose specified in
     Section 13.01, by written request setting forth in reasonable detail the
     action proposed to be taken at the meeting, and the Trustee shall not have
     made the first publication of the notice of such meeting within 21 days
     after receipt of such request or shall not thereafter proceed to cause the
     meeting to be held as provided herein, then the Company or the Holders of
     Debentures in the amount above specified, as the case may be, may determine
     the time and the place in Des Moines, Iowa for such meeting and may call
     such meeting for such purposes by giving notice thereof as provided in
     subsection (1) of this Section.

                                     - 55 -
<PAGE>

     SECTION 13.03. PERSONS ENTITLED TO VOTE AT MEETINGS

     To be entitled to vote at any meeting of Holders, a Person shall be (1) a
Holder of one or more Outstanding Debentures, or (2) a Person appointed by an
instrument in writing as proxy for a Holder or Holders of one or more
Outstanding Debentures by such Holder or Holders. The only Persons who shall be
entitled to be present or to speak at any meeting of Holders shall be the
Persons entitled to vote at such meeting and their counsel, any representatives
of the Trustee and its counsel and any representatives of the Company and its
counsel.

     SECTION 13.04. QUORUM; ACTION

     The Persons entitled to vote a majority in principal amount of the
Outstanding Debentures shall constitute a quorum for a meeting of Holders. In
the absence of a quorum within 30 minutes after the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders, be dissolved.
In any other case the meeting may be adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Notice of the reconvening of any adjourned meeting shall be
given as provided in Section 13.02(1), except that such notice need be given
only once not less than five days prior the date on which the meeting is
scheduled to be reconvened.

     Except as limited by the proviso to Section 8.02, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted only by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Debentures, provided, however,
that, except as limited by the proviso to Section 8.02, any resolution with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage, which is less than a
majority in principal amount of the Outstanding Debentures may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is present
as aforesaid by the affirmative vote of the Holders of such specified percentage
in principal amount of the Outstanding Debentures.

     Any resolution passed or decision taken at any meeting of Holders duly held
in accordance with this Section 13.04 shall be binding on all the Holders,
whether or not present or represented at the meeting.

     SECTION 13.05. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS

          (1) Notwithstanding any other provisions of this Indenture, the
     Company may make such reasonable regulations as it may deem advisable for
     any meeting of Holders in regard to proof of the holding of Debentures 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 meetings as it shall deem
     appropriate. Except as otherwise permitted or required by any


                                     - 56 -
<PAGE>

     such regulations, the holding of Debentures shall be proved in the manner
     specified in Section 1.04. Such regulations may provide that written
     instruments appointing proxies, regular on their face, may be presumed
     valid and genuine without the proof specified in Section 1.04 or other
     proof.

          (2) The Company shall, by an instrument in writing, appoint a
     temporary chairman of the meeting, unless the meeting shall have been
     called by the Company or by Holders as provided in Section 13.02(2), in
     which case the Company or the Holders calling the meeting, as the case may
     be, shall in like manner appoint a temporary chairman. A permanent chairman
     and a permanent secretary of the meeting shall be elected by vote of the
     Persons entitled to vote a majority in principal amount of the Outstanding
     Debentures represented at the meeting.

          (3) At any meeting each Holder or proxy shall be entitled to one vote
     for each $1,000 principal amount of Debentures held or represented by him;
     provided, however, that no vote shall be cast or counted at any meeting in
     respect of any Debenture challenged as not Outstanding and ruled by the
     chairman of the meeting to be not Outstanding. The chairman of the meeting
     shall have no right to vote, except as a Holder or proxy.

          (4) Any meeting of Holders duly called pursuant to Section 13.02 at
     which a quorum is present may be adjourned from time to time by Persons
     entitled to vote a majority in principal amount of the Outstanding
     Debentures represented at the meeting; and the meeting may be held as so
     adjourned without further notice.

     SECTION 13.06. COUNTING VOTES AND RECORDING ACTION OF MEETINGS

     The vote upon any resolution submitted to any meeting of Holders shall be
by written ballots on which shall be subscribed the signatures of the Holders or
of their representatives by proxy and the principal amounts and serial numbers
of the Outstanding Debentures held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
triplicate of all votes cast at the meeting. A record, at least in triplicate,
of the proceedings of each meeting of Holders shall be prepared by the secretary
of the meeting and there shall be attached to said record the original reports
of the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in
Section 13.02 and, if applicable, Section 13.04. Each copy shall be signed and
verified by the affidavits of the permanent chairman and secretary of the
meeting and one such copy shall be delivered to the Company, and another 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.



                                     - 57 -
<PAGE>

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




                                     - 58 -
<PAGE>



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





MIDAMERICAN ENERGY HOLDINGS COMPANY

By: /s/ Douglas L. Anderson
    -----------------------
    Name:  Douglas L. Anderson
    Title: Senior Vice President







THE BANK OF NEW YORK

as Trustee

By: /s/ Robert A. Massimillo
    ------------------------
    Name:  Robert A. Massimillo
    Title: Vice President


                                     - 59 -
<PAGE>

EXHIBIT A

                                FORM OF DEBENTURE

                           (FORM OF FACE OF DEBENTURE)

Series ________                                         Series Issue Date:

No.___________                                          __________________

$_____________                                          Original Aggregate
                                                        Principal Amount of
                                                        Series:

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

   11% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE, SERIES __, DUE ____

     MidAmerican Energy Holdings Company, an Iowa corporation (the "Company"),
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to __________________,
or registered assigns, the principal sum of __________________ Dollars on
______________, ____, subject to mandatory redemption in nine annual principal
installments, commencing ________, as more fully described on the reverse
hereof, together with any accrued and unpaid interest thereon, including any
Deferred Interest, and to pay interest on said principal sum from ____________,
____, or from the most recent Interest Payment Date (as defined below) to which
interest has been paid or duly provided for, semi-annually (subject to deferral
as set forth herein) in arrears on February 28 and August 31 of each year (each
such date, an "Interest Payment Date") commencing __________, ____, at the rate
of 11% per annum until the principal hereof shall have become due and payable,
and on any overdue principal and (without duplication and to the extent that
payment of such interest is enforceable under applicable law) on any overdue
installment of interest at the same rate per annum compounded semi-annually. The
amount of interest payable on any Interest Payment Date shall be computed on the
basis of a 360-day year of twelve 30-day months. The amount of interest payable
for any period shorter than a full semi-annual period for which interest is
computed will be computed on the basis of the actual number of days elapsed per
30-day month. In the event that any date on which interest is payable on this
Debenture is not a Business Day, then payment of interest payable on such date
will be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on such date. The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Debenture
(or one or more Predecessor Debentures, as defined in said Indenture) is
registered at the close of business on the regular record date for such interest
installment, which shall be the close of business on the Business Day next
preceding such Interest Payment Date. [IF THE PROPERTY TRUSTEE IS NO LONGER THE
HOLDER OF THE DEBENTURES -- which shall be the close of business on the ___
Business Day next


<PAGE>

preceding such Interest Payment Date.] Any such interest installment not
punctually paid or duly provided for shall forthwith cease to be payable to the
registered Holders on such regular record date and may be paid to the Person in
whose name this Debenture (or one or more Predecessor Debentures) is registered
at the close of business on a special record date to be fixed by the Trustee for
the payment of such defaulted interest, notice whereof shall be given to the
registered Holders of the Debentures not less than 10 days prior to such special
record date. The principal of and the interest on this Debenture shall be
payable at the Corporate Trust Office of the Trustee maintained for that purpose
in any coin or currency of the United States of America that at the time of
payment is legal tender for payment of public and private debts; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the registered Holder at such address as shall appear in the
Debenture Register. Notwithstanding the foregoing, so long as the Holder of this
Debenture is the Property Trustee, the payment of the principal of and interest
on this Debenture will be made at such place and to such account as may be
designated by the Property Trustee.

     The indebtedness evidenced by this Debenture is, to the extent provided in
the Indenture, subordinate and junior in right of payment to the prior payment
in full of all Senior Indebtedness of the Company, and this Debenture is issued
subject to the provisions of the Indenture with respect thereto. Each Holder of
this Debenture, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her behalf to take
such action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c) appoints the Trustee his or her
attorney-in-fact for any and all such purposes. Each Holder hereof, by his or
her acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of
Senior Indebtedness, whether now outstanding or hereafter incurred, and waives
reliance by each such holder upon said provisions.

     Unless the Certificate of Authentication hereon has been executed by the
Trustee referred to on the reverse side hereof, this Debenture shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

     The provisions of this Debenture are continued on the reverse side hereof
and such continued provisions shall for all purposes have the same effect as
though fully set forth at this place.

     IN WITNESS WHEREOF, the Company has caused this instrument to be executed.

Dated:

MIDAMERICAN ENERGY HOLDINGS COMPANY

By ________________________________________




                                     - 2 -
<PAGE>



                     (FORM OF CERTIFICATE OF AUTHENTICATION)

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Debentures described in the within-mentioned Indenture.

THE BANK OF NEW YORK

By: ________________________________________
    Authorized Signatory






<PAGE>



                         (FORM OF REVERSE OF DEBENTURE)

     This Debenture is one of the duly authorized Debentures of the Company
(herein sometimes referred to as the "Debentures"), all issued under and
pursuant to an Indenture dated as of August 16, 2002, (the "Indenture") duly
executed and delivered between the Company and The Bank of New York, as Trustee
(the "Trustee"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the Holders of the Debentures. The Debentures are issuable in series (this
Debenture being of the series specified on the front hereof) in an aggregate
principal amount not exceeding $979,381,450. The Debentures of this series are
subject to mandatory redemption in nine annual principal installments, with the
first installment equal to 15.789474% of the original aggregate principal amount
of Debentures of this series and payable on the first Interest Payment Date
which is at least one year following the Series Issue Date, and each following
installment equal to 10.526316% of such original aggregate principal amount and
payable on each August 31 Interest Payment Date thereafter with the last
installment payable on the Maturity Date.

     The Company shall also have the option to redeem this Debenture, at any
time in certain circumstances upon the occurrence of a Special Event, at a
redemption price equal to 100% of the principal amount plus any accrued but
unpaid interest to the date of such redemption (the "Redemption Price"). Any
Special Event Redemption pursuant to this paragraph will be made upon not less
than 30 nor more than 60 days' notice at the Redemption Price. If the Debentures
are only partially redeemed by the Company pursuant to a mandatory redemption,
the Debentures of this series will be redeemed pro rata.

     In the event of redemption of this Debenture in part only, a new Debenture
of the same series for the unredeemed portion hereof will be issued in the name
of the Holder hereof upon the cancellation hereof.

     In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Debentures may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

     The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than a majority in aggregate
principal amount of the Debentures affected at the time outstanding, as defined
in the Indenture, to execute supplemental indentures for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of the Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Holders of the Debentures; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity of the Debentures, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, without the consent of the Holder of each Debenture
so affected, or (ii) reduce the aforesaid percentage of Debentures, the Holders
of which are required to consent to any such supplemental indenture, without the
consent of the Holders of each Debenture then outstanding and affected thereby.
The Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Debentures at the time outstanding affected
thereby, on behalf of all of


<PAGE>

the Holders of the Debentures, to waive any past default in the performance of
any of the covenants contained in the Indenture, or established pursuant to the
Indenture with respect to the Debentures, and its consequences, except a default
in the payment of the principal of or interest on any of the Debentures. Any
such consent or waiver by the registered Holder of this Debenture (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
Holder and upon all future Holders and owners of this Debenture and of any
Debenture issued in exchange herefor or in place hereof (whether by registration
of transfer or otherwise), irrespective of whether or not any notation of such
consent or waiver is made upon this Debenture.

     No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Debenture at the time and place and at the rate and in the money herein
prescribed.

     The Company shall have the right at any time during the term of the
Debentures from time to time to extend the interest payment period of such
Debentures to up to 10 consecutive six-month payment periods (an "Extension
Period"); provided that an Extension Period may not extend beyond the Maturity
Date or, as to each Debenture being optionally redeemed or, in the case of
mandatory redemption, the portion thereof being redeemed, beyond the relevant
Redemption Date. At the end of any such Extension Period, the Company shall pay
all interest then accrued and unpaid (together with interest thereon at the rate
specified for the Debentures to the extent that payment of such interest is
enforceable under applicable law). Before the termination of any such Extension
Period, the Company may further extend such Extension Period, provided that such
Extension Period together with all such further extensions thereof shall not
exceed 10 consecutive six-month payment periods. At the termination of any such
Extension Period and upon the payment of all accrued and unpaid interest and any
additional amounts then due, the Company may commence a new Extension Period.

     As provided in the Indenture and subject to certain limitations therein set
forth, this Debenture is transferable under limited circumstances by the
registered Holder hereof on the Register of the Company, upon surrender of this
Debenture for registration of transfer at the office or agency of the Company in
____________________ accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company or the Trustee duly executed by the
registered Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Debentures of authorized denominations and for the
same aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be made for any such transfer, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in relation thereto.

     Prior to due presentment for registration of transfer of this Debenture,
the Company, the Trustee, any paying agent and any Registrar may deem and treat
the registered Holder hereof as the absolute owner hereof (whether or not this
Debenture shall be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the Registrar) for the purpose of
receiving payment of or on account of the principal hereof and interest due
hereon and for all other purposes, and neither the Company nor the Trustee nor
any paying agent nor any Registrar shall be affected by any notice to the
contrary.

                                     - 2 -
<PAGE>

     No recourse shall be had for the payment of the principal of or the
interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

     The Debentures are issuable only in definitive form without coupons in
denominations of $25 and any integral multiple thereof. Debentures so issued are
issuable only in registered form without coupons in denominations of $25 and any
integral multiple thereof as provided in the Indenture and subject to certain
limitations herein and therein set forth. Debentures so issued are exchangeable
for a like aggregate principal amount of Debentures of the same series of a
different authorized denomination, as requested by the Holder surrendering the
same.

     All terms used in this Debenture that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


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