<PAGE>

                                                                     EXHIBIT 4.5

================================================================================






                             WAL-MART STORES, INC.,


                                       and

                           BANK ONE TRUST COMPANY, NA,

                              as Indenture Trustee





                                    INDENTURE

                          Dated as of December 11, 2002






================================================================================

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TIA Section                                                                  Indenture Section
-----------                                                                  -----------------
<S>                                                                          <C>
310 ....................................................................................  8.08
   (a)(1) ..............................................................................  8.09
   (a)(2) ..............................................................................  8.09
   (a)(3) ..............................................................................  N.A.
   (a)(4) ..............................................................................  N.A.
   (a)(5) ..................................................................  8.09, 8.10, 8.11
   (b) .........................................................  1.06, 8.08, 8.09, 8.10, 8.11
   (c) .................................................................................  N.A.
311(a) .................................................................................  8.13
   (b) .................................................................................  8.13
   (c) .................................................................................  N.A.
312 ....................................................................................  6.01
   (a) .................................................................................  6.01
   (b) .................................................................................  6.01
   (c) .................................................................................  6.01
313 ....................................................................................  6.02
313(a) .................................................................................  6.02
   (b)(1) ..............................................................................  N.A.
   (b)(2) ..............................................................................  6.02
   (c) ...........................................................................  1.06, 6.02
   (d) .................................................................................  6.02
314(a) .....................................................................  1.02, 1.06, 6.03
   (b) .................................................................................  N.A.
   (c)(1) ..............................................................................  1.02
   (c)(2) ..............................................................................  1.02
   (c)(3) ..............................................................................  N.A.
   (d) .................................................................................  N.A.
   (e) .................................................................................  1.02
   (f) .................................................................................  N.A.
315(a) ..............................................................................  8.01(i)
   (b) .....................................................................  1.06, 6.02, 8.02
   (c) .............................................................................  8.01(ii)
   (d) ............................................................................  8.01(iii)
   (e) .................................................................................  7.14
316(a)(1)(A) .....................................................................  7,02, 7.12
   (a)(1)(B) ...........................................................................  7.13
   (a)(2) ..............................................................................  N.A.
   (b) .................................................................................  7.08
317(a)(1) ..............................................................................  7.03
   (a)(2) ..............................................................................  7.04
   (b) .................................................................................  5.03
</TABLE>

                                        i

<PAGE>

                              Cross-Reference Table
                                   (continued)

<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----
<S>                                                                                       <C>
318(a) .................................................................................  1.08
   (c) .................................................................................  1.08
</TABLE>

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

*This cross-reference table shall not, for any purpose, be deemed to be part of
this Indenture.

                                       ii

<PAGE>

                              TABLE OF CONTENTS/1/

                                   ARTICLE One

             Definitions and other Provisions of General Application

<TABLE>
<S>                                                                        <C>
SECTION 1.01.  Definitions .............................................   1
               "Act" ...................................................   2
               "Affiliate" .............................................   2
               "Authenticating Agent" ..................................   2
               "Authorized Newspaper" ..................................   2
               "Authorized Officer" ....................................   2
               "Board of Directors" ....................................   2
               "Board Resolution" ......................................   2
               "Business Day" ..........................................   3
               "Clearstream, Luxembourg" ...............................   3
               "Commission" ............................................   3
               "Company" ...............................................   3
               "Company Request" and "Company Order" ...................   3
               "corporation" ...........................................   3
               "Defaulted Interest" ....................................   3
               "Definitive Security" ...................................   3
               "Depositary" ............................................   3
               "Designated Currency" ...................................   3
               "Dollar" or "$" .........................................   3
               "Euroclear" .............................................   3
               "Event of Default" ......................................   3
               "Exchange Act" ..........................................   3
               "Exchange Rate" .........................................   4
               "Exchange Rate Agent" ...................................   4
               "Federal Bankruptcy Code" ...............................   4
                "Foreign Currency" .....................................   4
               "Global Exchange Date" ..................................   4
               "Global Security" .......................................   4
               "Government Securities" .................................   4
               "Holder" ................................................   4
               "interest" ..............................................   4
               "Interest Payment Date" .................................   4
               "Maturity" ..............................................   4
               "Officers' Certificate" .................................   4
               "Opinion of Counsel" ....................................   5
               "Original Issue Discount Security" ......................   5
               "Outstanding" ...........................................   5
</TABLE>

-------------------------------------
/1/  This Table of Contents is not part of the Indenture.

                                      iii

<PAGE>

                               Table of Contents
                               -----------------
                                  (continued)

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
                "Participant" .........................................      6
                "Paying Agent" ........................................      6
                "Person" ..............................................      6
                "Place of Payment" ....................................      6
                "Predecessor Security" ................................      6
                "Principal Corporate Trust Office" ....................      6
                "Principal Paying Agent" ..............................      6
                "Redemption Date" .....................................      6
                "Redemption Price" ....................................      6
                "Registered Security" .................................      6
                "Registrar" ...........................................      6
                "Registry" ............................................      6
                "Regular Record Date" .................................      6
                "Repurchase Date" .....................................      7
                "Repurchase Price" ....................................      7
                "Responsible Officer" .................................      7
                "Security" or "Securities" ............................      7
                "Series" ..............................................      7
                "Series Terms Certificate" ............................      7
                "Special Record Date" .................................      7
                "Stated Maturity" .....................................      7
                "Subsidiary" ..........................................      7
                "Supplemental Indenture" ..............................      7
                "Trustee" .............................................      8
                "Trust Indenture Act" or "TIA" ........................      8
                "United States" .......................................      8
                "United States Alien" .................................      8
                "Vice President" ......................................      8
SECTION 1.02.   Compliance Certificates and Opinions ..................      8
SECTION 1.03.   Form of Documents Delivered to Trustee. ...............      9
SECTION 1.04.   Acts of Holders .......................................      9
SECTION 1.05.   Notices, etc., to Trustee and Company .................     11
SECTION 1.06.   Notices to Holders; Waiver ............................     11
SECTION 1.07.   Language of Notices, etc ..............................     12
SECTION 1.08.   Conflict with Trust Indenture Act. ....................     12
SECTION 1.09.   Effect of Headings and Table of Contents ..............     12
SECTION 1.10.   Successors and Assigns. ...............................     12
SECTION 1.11.   Severability Clause. ..................................     12
SECTION 1.12.   Benefits of Indenture .................................     12
SECTION 1.13.   Legal Holidays ........................................     12
SECTION 1.14.   Governing Law. ........................................     13
SECTION 1.15    Submission to Jurisdiction ............................     13
</TABLE>

                                       iv

<PAGE>

                                Table of Contents
                                -----------------
                                   (continued)

<TABLE>
<CAPTION>
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<S>                                                                        <C>
                                   ARTICLE TWO

                             Forms of the Securities

SECTION 2.01.   Forms Generally ..........................................   14
SECTION 2.02.   Form of Securities .......................................   14
SECTION 2.03.   Form of Trustee's Certificate of Authentication ..........   14
SECTION 2.04.   Global Securities ........................................   15

                                  ARTICLE THREE

                                 The Securities

SECTION 3.01.   Terms of Securities ......................................   15
SECTION 3.02.   Denominations ............................................   20
SECTION 3.03.   Execution, Authentication, Delivery and Dating ...........   20
SECTION 3.04.   Registrar, Paying Agent and Depositary. ..................   22
SECTION 3.05.   Temporary Securities .....................................   23
SECTION 3.06.   Transfer and Exchange ....................................   24
SECTION 3.07.   Mutilated, Destroyed, Lost and Stolen Securities .........   26
SECTION 3.08.   Payment of Interest; Interest Rights Preserved ...........   27
SECTION 3.09.   Persons Deemed Owners ....................................   28
SECTION 3.10.   Cancellation .............................................   28
SECTION 3.11.   Computation of Interest ..................................   29
SECTION 3.12.   Currency Indemnity .......................................   29
SECTION 3.13.   CUSIP Numbers ............................................   29
SECTION 3.14.   Book-Entry Only System ...................................   30

                                  ARTICLE FOUR

                            Redemption of Securities

SECTION 4.01.   Applicability of Article .................................   30
SECTION 4.02.   Election To Redeem; Notice To Trustee ....................   30
SECTION 4.03.   Selection by Registrar of Securities To Be Redeemed ......   30
SECTION 4.04.   Notice of Redemption .....................................   31
SECTION 4.05.   Deposit of Redemption Price ..............................   32
SECTION 4.06.   Securities Payable on Redemption Date ....................   32
SECTION 4.07.   Securities Redeemed in Part ..............................   32
SECTION 4.08.   Redemption Suspended During Event of Default .............   32
</TABLE>

                                       v

<PAGE>

                                Table of Contents
                                -----------------
                                   (continued)

<TABLE>
<CAPTION>
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                                                                                    ----
<S>                                                                                 <C>
                                  ARTICLE FIVE

                                    Covenants

SECTION 5.01.     Payment of Principal, Premium and Interest. ....................... 33
SECTION 5.02.     Maintenance of Office or Agency. .................................. 33
SECTION 5.03.     Money for Security Payments To Be Held in Trust ................... 33
SECTION 5.04.     Additional Amounts ................................................ 35
SECTION 5.05.     Statement as to Compliance ........................................ 35
SECTION 5.06.     Maintenance of Corporate Existence, Rights and Franchises. ........ 36

                                   ARTICLE SIX

               Holders' Lists and Reports by the Trustee and the Company

SECTION 6.01.     Preservation of Information; Communications to Holders ............ 36
SECTION 6.02.     Reports, Records and Filings by the Trustee ....................... 38
SECTION 6.03.     Reports by the Company ............................................ 38

                                  ARTICLE SEVEN

                         Events of Default and Remedies

SECTION 7.01.     Events of Default ................................................. 39
SECTION 7.02.     Acceleration of Maturity; Rescission and Annulment ................ 40
SECTION 7.03.     Collection of Indebtedness and Suits for Enforcement by Trustee ... 41
SECTION 7.04.     Trustee May File Proofs of Claim .................................. 42
SECTION 7.05.     Trustee May Enforce Claims Without Possession of Securities ....... 43
SECTION 7.06.     Application of Money Collected .................................... 43
SECTION 7.07.     Limitation on Suits ............................................... 43
SECTION 7.08.     Unconditional Right of Holders To Receive Principal, Premium
                  and Interest ...................................................... 44
SECTION 7.09.     Restoration of Rights and Remedies ................................ 44
SECTION 7.10.     Rights and Remedies Cumulative. ................................... 44
SECTION 7.11.     Delay or Omission Not Waiver. ..................................... 44
SECTION 7.12.     Control by Holders ................................................ 45
SECTION 7.13.     Waiver of Past Defaults ........................................... 45
SECTION 7.14.     Undertaking for Costs ............................................. 45
SECTION 7.15.     Waiver of Stay or Extension Laws .................................. 46

                                  ARTICLE EIGHT

                                   The Trustee

SECTION 8.01.     Certain Duties and Responsibilities ............................... 46
SECTION 8.02.     Notice of Default ................................................. 47
</TABLE>

                                       vi

<PAGE>

                               Table of Contents
                               -----------------
                                  (continued)

<TABLE>
<CAPTION>
                                                                                    Page
                                                                                    ----
<S>                                                                                 <C>
SECTION 8.03.     Certain Rights of Trustee ........................................  47
SECTION 8.04.     Not Responsible for Recitals or Issuance of Securities ...........  49
SECTION 8.05.     May Hold Securities. .............................................  49
SECTION 8.06.     Money Held in Trust ..............................................  49
SECTION 8.07.     Compensation and Reimbursement ...................................  49
SECTION 8.08.     Disqualification; Conflicting Interests ..........................  50
SECTION 8.09.     Corporate Trustee Required; Eligibility ..........................  50
SECTION 8.10.     Resignation and Removal; Appointment of Successor Trustee ........  50
SECTION 8.11.     Acceptance of Appointment by Successor Trustee ...................  52
SECTION 8.12.     Merger, Conversion, Consolidation or Succession to Business
                  of Trustee. ......................................................  53
SECTION 8.13.     Preferential Collection of Claims Against the Company ............  53
SECTION 8.14.     Appointment of Authenticating Agents. ............................  53

                                  ARTICLE NINE

                             Supplemental Indentures

SECTION 9.01.     Supplemental Indentures Without Consent of Holders ...............  55
SECTION 9.02.     Supplemental Indentures With Consent of Holders ..................  56
SECTION 9.03.     Execution of Supplemental Indentures .............................  57
SECTION 9.04.     Effect of Supplemental Indentures ................................  57
SECTION 9.05.     Conformity with Trust Indenture Act ..............................  57
SECTION 9.06.     Reference in Securities to Supplemental Indentures ...............  57

                                   ARTICLE TEN

               Amalgamation, Consolidation, Merger, Conveyance or Transfer

SECTION 10.01.    Company May Consolidate, etc., Only on Certain Terms .............  58
SECTION 10.02     Successor Corporation Substituted ................................  58

                                 ARTICLE ELEVEN

                           Satisfaction and Discharge

SECTION 11.01.    Option to Effect Legal Defeasance or Covenant Defeasance. ........  59
SECTION 11.02.    Legal Defeasance and Discharge ...................................  59
SECTION 11.03.    Covenant Defeasance. .............................................  59
SECTION 11.04.    Conditions to Legal or Covenant Defeasance .......................  60
SECTION 11.05.    Deposited Money and Government Securities to be Held
                  in Trust; Other Miscellaneous Provisions. ........................  61
SECTION 11.06.    Repayment to the Company .........................................  62
SECTION 11.07.    Reinstatement ....................................................  62
SECTION 11.08.    Satisfaction and Discharge of Indenture ..........................  63
SECTION 11.09.    Application of Trust Money .......................................  64
</TABLE>

                                       vii

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                               Table of Contents
                               -----------------
                                  (continued)

<TABLE>
<CAPTION>
                                                                                           Page
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<S>                                                                                        <C>
                                 ARTICLE TWELVE

         Immunity of Incorporators, Stockholders, Officers and Directors

SECTION 12.01.       Exemption from Individual Liability. .................................  64

                                ARTICLE THIRTEEN

                                  Sinking Funds

SECTION 13.01.       Applicability of Article. ............................................  64
SECTION 13.02.       Satisfaction of Sinking Fund Payments with Securities. ...............  65
SECTION 13.03.       Redemption of Securities for Sinking Fund. ...........................  65

                                ARTICLE FOURTEEN

                        Meetings of Holders of Securities

SECTION 14.01.       Purposes for Which Meetings May Be Called ............................  65
SECTION 14.02.       Call, Notice and Place of Meetings ...................................  65
SECTION 14.03.       Persons Entitled to Vote at Meetings .................................  66
SECTION 14.04.       Quorum; Action .......................................................  66
SECTION 14.05.       Determination of Voting Rights' conduct and Adjourment of Meetings ...  67
SECTION 14.06        Counting Votes and Recording Action of Meetings ......................  68

                                 ARTICLE FIFTEEN

                                  Miscellaneous

SECTION 15.01.       Counterparts .........................................................  68
</TABLE>

                                      viii

<PAGE>

       THIS INDENTURE, dated as of December 11, 2002, is made by and between
Wal-Mart Stores, Inc., a Delaware corporation (the "Company"), which has its
principal executive office at 702 SW 8th Street, Bentonville, Arkansas 72716 and
Bank One Trust Company, NA, a national banking association, which has its
principal corporate trust office at 70 West Madison, Suite IL1-0823, Chicago,
Illinois 60670-0823 (the "Trustee").

                             RECITALS OF THE COMPANY

       The Company deems it necessary from time to time to issue its unsecured
notes, debentures, bonds and other evidences of indebtedness that shall be
issued in one or more Series (hereinafter called the "Securities") as
hereinafter set forth. To provide for the issuance and governance of the
Securities, the Company has duly authorized the execution and delivery of this
Indenture. The Company has taken all actions necessary to make this Indenture a
valid agreement of the Company.

       For and in consideration of the premises set forth in this Indenture and
the purchase of the Securities by the Holders thereof, the Company and the
Trustee mutually covenant and agree for the equal and proportionate benefit of
all Holders of the Securities and of any Series thereof, 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 or any
Security issued hereunder shall expressly define a term defined below in a
different manner:

              (i)   the term "this Indenture" means this instrument as
       originally executed or as it may from time to time be supplemented or
       amended by one or more Supplemental Indentures entered into pursuant to
       the applicable provisions hereof and, with reference and respect to the
       Securities of any Series, the particular terms and conditions of that
       Series as established in accordance with Section 3.01;

              (ii)  all references in this Indenture to designated "Articles,"
       "Sections" and other subdivisions are to the designated Articles,
       Sections and other subdivisions of this Indenture. 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 of this Indenture;

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

                                       1

<PAGE>

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

              (v)  all accounting terms not otherwise defined herein have the
       meanings assigned to them in accordance with generally accepted
       accounting principles, and, except as may be otherwise expressly provided
       herein or in one or more Supplemental Indentures, 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.

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

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

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

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

       "Authorized Officer," means each of the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Operating Officer, any Vice Chairman
of the Board, the Chief Financial Officer, any Executive or Senior Vice
President, the Controller, the Treasurer and the Vice President of Planning and
Analysis of the Company.

       "Board of Directors" means, the board of directors of the Company, the
executive committee of the board of directors of the Company or any other
committee of the board of directors of the Company or any other group of the
Company's directors, which other committee or group has been duly authorized by
the Company's board of directors or to which the Company's board of directors
has delegated the authority, either generally or specifically, to make a
decision on the matter in question or to bind the Company as to the matter in
question.

       "Board Resolution" means 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.

                                       2

<PAGE>

       "Business Day" means any day, other than a Saturday or Sunday, on which
banking institutions in the City of New York, New York and any Place of Payment
for the Securities are open for business.

       "Clearstream, Luxembourg" means Clearstream Banking, Luxembourg, societe
anonyme or its successors.

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

       "Company" has the meaning assigned to it in the first paragraph of this
instrument until any successor entity or other business organization shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter "Company" shall mean any such successor entity or other business
organization to the Person named in the first paragraph of this instrument.

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

       "corporation" includes corporations, companies limited by shares,
partnerships, limited liability companies, joint ventures, associations,
joint-stock companies, real estate investment trusts and business trusts.

       "Defaulted Interest" has the meaning specified in Section 3.08.

       "Definitive Security" means one or more certificated Securities
registered in the name of the Holder thereof and issued in accordance with
Section 3.06.

       "Depositary" means, with respect to the Securities of any Series issuable
or issued in the form of a Global Security, the Person initially designated as
the depositary for the Securities of that Series by the Company pursuant to
Section 3.01 until a successor Depositary shall have been appointed for the
Securities of that Series pursuant to Section 3.06, and thereafter "Depositary"
shall mean or include each Person who is appointed as a depositary with respect
to the Securities of that Series pursuant to Section 3.06.

       "Designated Currency" has the meaning specified in Section 3.12.

       "Dollar" or "$" means the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts.

       "Euroclear" means Euroclear Bank S.A./N.V.

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

       "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, and any statute successor thereto.

                                        3

<PAGE>

       "Exchange Rate" means, with respect to any Securities of a Series that
are denominated in the currency of one country, a common currency or a composite
currency, but are required to be paid in, or, at the option of the Holders of
the Securities, will be payable in, the currency of another country, a common
currency or a composite currency, the rate at which the currency, the common
currency or the composite currency of denomination will be converted into the
currency, the common currency or the composite currency of payment or determined
in accordance with the terms of those Securities.

       "Exchange Rate Agent" means an agent appointed to determine the Exchange
Rate if it is not expressly stated in the terms of any Security and to calculate
the amounts payable under a Security if payable in the currency of a country, a
common currency or a composite currency other than the currency in which that
Security is denominated.

       "Federal Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as
amended and as codified in Title 11 of the United States Code, as amended from
time to time hereafter, or any successor federal law.

       "Foreign Currency" means a currency issued by the government of any
country other than the United States of America, including any common currency
and composite currency.

       "Global Exchange Date" has the meaning specified in Section 3.05(b)(ii).

       "Global Security" means a Security issued to evidence all or a part of
the Securities of a Series in accordance with Section 3.03.

       "Government Securities" means (i) direct obligations of the United States
of America, (ii) obligations the timely payment of the principal of and interest
on which is fully and unconditionally guaranteed by the United States of
America, and (iii) certificates, depositary receipts or other instruments which
evidence a direct ownership interest in obligations described in clause (i) or
(ii) above or in any specific principal or interest payments due in respect
thereof.

       "Holder" with respect to a Registered Security, means a Person in whose
name such Registered Security is registered in the Registry.

       "interest," when used with respect to an Original Issue Discount Security
that by its terms bears interest only after Maturity, means the interest
accruing with respect to that Security after Maturity.

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

       "Maturity" means, with respect to any Security, the date on which the
principal of that Security (or any installment of principal) becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, pursuant to any redemption right, pursuant to any
put or repurchase right or otherwise.

       "Officers' Certificate" means a certificate signed by an Authorized
Officer or Vice President, and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of

                                       4

<PAGE>

the Company, and delivered to the Trustee. Each such certificate shall contain
the statements set forth in Section 1.02, if applicable.

       "Opinion of Counsel" means a written opinion of counsel, who may (except
as otherwise expressly provided in this Indenture) be an employee of the
Company, and who shall be reasonably acceptable to the Trustee. Each such
opinion shall contain the statements set forth in Section 1.02, if applicable.

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

       "Outstanding" means, with respect to all Securities issued pursuant to
this Indenture or the Securities of any Series, as of the date of determination,
all such Securities theretofore authenticated and delivered under this
Indenture, except:

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

              (ii)  those Securities for whose payment, redemption or repurchase
       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 Securities; provided that,
       if such Securities are to be redeemed pursuant to any redemptive right,
       or repurchased pursuant to any payment or repurchase right, notice of
       such redemption has been duly given pursuant to this Indenture or a
       provision therefor satisfactory to the Trustee has been made; and

              (iii) such Securities in lieu of which other Securities have been
       authenticated and delivered pursuant to Section 3.07 of this Indenture;

provided, however, that in determining whether the Holders of the requisite
principal amount of such Securities Outstanding have given or made any request,
demand, authorization, direction, notice, consent or waiver hereunder or whether
a quorum is present at a meeting of Holders of Securities, the principal amount
of Original Issue Discount Securities that shall be deemed to be Outstanding for
such purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration
of the Maturity thereof pursuant to Section 7.02, and Securities owned by the
Company or any other obligor upon the Securities or any Affiliate of the Company
or such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities that a Responsible Officer of the Trustee actually knows
to be so owned shall be disregarded. Securities so owned that have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
securities of any affiliate of the Company or such other obligor.

                                       5

<PAGE>

       "Participant" means, with respect to the Depositary, a Person who
maintains an account with the Depositary, respectively (and, with respect to The
Depository Trust Company, shall include Euroclear and Clearstream, Luxembourg)
as a participant in the Depositary.

       "Paying Agent" shall have the meaning specified in Section 3.04.

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

       "Place of Payment" means, with respect to the Securities of any Series,
the place or places where, subject to the provisions of Sections 3.04 and 5.02,
the principal of, premium, if any, and interest on the Securities of that Series
are payable as specified in accordance with the terms of the Securities of that
Series.

       "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and for the purposes of this definition, any Security
authenticated and delivered under Section 3.07 in lieu of a mutilated,
destroyed, lost or stolen Security shall be deemed to evidence the same debt as
the mutilated, destroyed, lost or stolen Security.

       "Principal Corporate Trust Office" means the office of the Trustee, at
which at any particular time its corporate trust business shall be principally
administered, which office at the date of execution of this instrument is at the
address set forth in the first paragraph of this instrument.

       "Principal Paying Agent" means the Paying Agent, if any, designated as
such by the Company pursuant to Section 3.01 of this Indenture.

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

       "Redemption Price" means, with respect to any Security to be redeemed,
the price specified in, or determined in accordance with the terms of, such
Security at which it is to be redeemed pursuant to such Security and this
Indenture.

       "Registered Security" means any Security in the form established pursuant
to Section 2.02 that is registered in the Register.

       "Registrar" shall have the meaning specified in Section 3.04.

       "Registry" shall have the meaning specified in Section 3.04.

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

                                       6

<PAGE>

       "Repurchase Date" means, with respect to any Security to be repurchased,
the date fixed for such repurchase pursuant to the terms of that Security and
this Indenture.

       "Repurchase Price" means, with respect to any Security to be repurchased
pursuant to the terms of that Security and this Indenture, the price specified
in, or determined in accordance with the terms of, such Security at which it is
to be repurchased pursuant to the terms of that Security and this Indenture.

       "Responsible Officer" means, when used with respect to the Trustee, any
officer of the Trustee with direct responsibility for the administration of this
Indenture and also means, with respect to a particular corporate trust matter,
any other officer of the Trustee to whom such matter is referred because of that
officer's knowledge of and familiarity with the particular subject.

       "Security" or "Securities" means any Security or Securities, as the case
may be, authenticated and delivered under this Indenture; provided, however,
that, if at any time more than one Person is acting as Trustee under this
Indenture, "Securities," with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any Series as to which such Person is not Trustee.

       "Series" means a series of Securities designated or established pursuant
to Section 3.01, all of which Securities in such series shall have like terms
and conditions (other than the principal amount thereof).

       "Series Terms Certificate" has the meaning specified in Section 3.01.

       "Special Record Date" means the date fixed by the Trustee pursuant to
Section 3.08 for the payment of any Defaulted Interest.

       "Stated Maturity" means, when used with respect to any Security of any
Series or any payment or installment of principal thereof or interest payable
pursuant to the Security, the date specified in such Security as the fixed date
on which the principal of such Security or such installment of principal or
interest payable pursuant to that Security, is due and payable.

       "Subsidiary" means, with respect to the Company, a corporation, limited
liability company, company limited by shares, trust, real estate investment
trust, business trust, partnership, joint stock company, or unincorporated
association, at least a majority of the outstanding voting equity interests of
which are owned, directly or indirectly, by the Company, or by the Company and
one or more other Subsidiaries of the Company. For purposes of this definition,
the term "voting equity interests" means equity interests having ordinary voting
power for the election of directors, managers, trustees or other Persons in
which the power to manage the entity issuing such equity interests is vested,
irrespective of whether or not equity interests of any other class or classes
shall have or might have voting power by reason of the occurrence of any
contingency.

       "Supplemental Indenture" means an indenture supplemental to this
Indenture, which supplements, amends or modifies this Indenture and is entered
into by the parties to this Indenture as provided in Article Nine.

                                       7

<PAGE>

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

       "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as
in force at the date as of which this instrument was executed, and, to the
extent required by law, as amended.

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

       "United States Alien" means, except as otherwise provided in or pursuant
to this Indenture, any Person who, for United States Federal income tax
purposes, is a foreign corporation, a nonresident alien individual, a
nonresident alien fiduciary of a foreign estate or trust, or a foreign
partnership, one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a nonresident alien individual or a
nonresident alien fiduciary of a foreign estate or trust.

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

       Every certificate or opinion with respect to compliance with a condition
provided for in this Indenture (except as otherwise expressly provided in this
Indenture or a certificate provided pursuant to TIA (S)314(a)(4)) shall comply
with the provisions of TIA (S)314(e) and shall include:

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

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

           (iii) a statement which, 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 condition or
       covenant has been complied with; and

                                       8

<PAGE>

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

          SECTION 1.03. Form of Documents Delivered to Trustee. (a) 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.

       (b) 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 provided by counsel 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.

       (c) 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. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture or
in the Securities of any Series to be given or taken by Holders or Holders of
the Securities of that Series 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 or, if such is authorized by the vote of
the Holders at a meeting of the Holders duly called in accordance with the
provisions of Article Fourteen, a record of the actions taken by the Holders at
that meeting. Except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments or record or both are
delivered to the Trustee, and, where it is hereby expressly required, to the
Company. Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments and so voting at any
such meeting. Proof of execution of any such instrument or of a writing
appointing any such agent, or any such Person being a Holder of a Security,
shall be sufficient for any purpose of this Indenture and (subject to Section
8.01) conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section. The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 14.06.

       (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying

                                       9

<PAGE>

that the individual signing such instrument or writing acknowledged to him the
execution thereof. Where such execution is by or on behalf of any legal entity
other than an individual, such certificate or affidavit shall also constitute
proof of the authority of the Person executing the same. The fact and date of
the execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner that the Trustee
deems sufficient.

       (c) The ownership of Registered Securities shall be proved by the
Registry.

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

       (e) For purposes of determining the principal amount of Outstanding
Securities of any Series the Holders of which are required, requested or
permitted to give any request, demand, authorization, direction, notice,
consent, waiver or take any other Act under the Indenture, each Security
denominated in a Foreign Currency or composite currency shall be deemed to have
the principal amount determined by the Exchange Rate Agent by converting the
principal amount of such Security in the currency in which such Security is
denominated into Dollars at the Exchange Rate as of the date such Act is
delivered to the Trustee and, where it is hereby expressly required, to the
Company, by Holders of the required aggregate principal amount of the
Outstanding Securities of such Series (or, if there is no such rate on such
date, such rate on the date determined as specified as contemplated in Section
3.01).

       (f) The Company may, in the circumstances permitted by the Trust
Indenture Act, set a record date for purposes of determining the identity of
Holders of Securities of any Series entitled to give any request, demand,
authorization, direction, notice, consent, waiver or take any other Act, or to
vote or consent to any action by vote or consent authorized or permitted to be
given or taken by Holders of Securities of such Series. If not set by the
Company prior to the first solicitation of a Holder of Securities of such Series
made by any Person in respect of any such action, or in the case of any such
vote, prior to such vote, such record date shall be the later of 30 days prior
to the first solicitation of such consent or the date of the most recent list of
Holders of such Securities furnished to the Trustee pursuant to Section 6.01
prior to the commencement of such solicitation.

       (g) Without limiting the foregoing, a Holder entitled hereunder to take
any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents, each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount. Any notice given or
action taken by a Holder or its agents with regard to different parts of such
principal amount pursuant to this paragraph shall have the same effect as if
given or taken by separate Holders of each such different part.

       (h) Without limiting the generality of the foregoing, unless otherwise
specified pursuant to Section 3.01 or pursuant to one or more Supplemental
Indentures, a Holder,

                                       10

<PAGE>

including a Depositary that is the Holder of a Global Security, may make, give
or take, by a proxy or proxies duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other action provided in
this Indenture to be made, given or taken by Holders, and a Depositary that is
the Holder of a Global Security may provide its proxy or proxies to the
beneficial owners of interests in any such Global Security through such
Depositary's standing instructions and customary practices.

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

          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:

             (i)  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 Principal Corporate Trust
       Office, Attention: Corporate Trustee Administration Department; or

             (ii) the Company by any Holder or by the Trustee shall be
       sufficient for every purpose hereunder (unless otherwise herein expressly
       provided) if in writing and mailed, by certified or registered mail, with
       the postage prepaid, to the Company, to the attention of its Treasurer,
       or by an overnight delivery service that provides for confirmed receipts
       of delivery addressed to it at the address of its principal office
       specified in the first paragraph of this Indenture or at any other
       address previously furnished in writing to the Trustee by the Company.

          SECTION 1.06. Notices to Holders; Waiver. Where this Indenture or any
Security provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein or in such Security expressly
provided) if in writing and mailed, first class, postage prepaid, to each Holder
of Registered Securities affected by such event, at the Holder's 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 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 to Holders of Registered Securities
by mail, then such notification as shall be made at a time and in a manner
approved by the Trustee shall constitute a sufficient notification for every
purpose hereunder. In any case where notice to Holders of Registered Securities
is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder of

                                       11

<PAGE>

Registered Securities shall affect the sufficiency of such notice with respect
to other Holders of Registered Securities.

       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 shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

             SECTION 1.07. Language of Notices, etc. Any request, demand,
authorization, direction, notice, consent, or waiver required or permitted under
this Indenture shall be in the English language, except that any published
notice may be in an official language of the country of publication.

             SECTION 1.08. Conflict with Trust Indenture Act. If and to the
extent that any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by, or with another provision (an "incorporated provision")
included in this Indenture by operation of, Sections 310 to 318, inclusive, of
the TIA, such imposed duties or incorporated provision shall control.

             SECTION 1.09. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience of
reference only and shall not affect the construction hereof.

             SECTION 1.10. Successors and Assigns. All covenants and agreements
in this Indenture by the Company shall bind its successors and assigns, whether
so expressed or not.

             SECTION 1.11. Severability Clause. In case any provision in this
Indenture or in the Securities of any Series shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

             SECTION 1.12. Benefits of Indenture. Nothing in this Indenture or
in the Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder and the Holders, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

             SECTION 1.13. Legal Holidays. Unless otherwise provided as
contemplated by Section 3.01 with respect to any Series of Securities, in any
case where any Interest Payment Date, Stated Maturity, Repurchase Date or
Redemption Date of any Security or any date on which any Defaulted Interest is
proposed to be paid shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provisions of the Securities or this Indenture)
payment of the principal of, premium, if any, or interest on any Securities need
not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the
Interest Payment Date, Stated Maturity, Repurchase Date or Redemption Date or on
the date on which Defaulted Interest is proposed to be paid, and, if such
payment is made, no interest shall accrue on such payment for the period from
and after any such

                                       12

<PAGE>

Interest Payment Date, Stated Maturity, Repurchase Date or Redemption Date, or
date on which Defaulted Interest is proposed to be paid, as the case may be.

             SECTION 1.14. Governing Law. This Indenture and each of the
Securities shall be construed in accordance with and governed by the laws of the
State of New York.

             SECTION 1.15. Submission to Jurisdiction. Each of the parties
hereto agrees that any suit, action or proceeding arising out of or based upon
this Indenture, the Securities or the transactions contemplated hereby or
thereby, may be instituted in any of the courts of the State of New York and the
United States District Courts, in each case located in the Borough of Manhattan,
The City of New York. In addition, each such party irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of the venue of such suit, action or proceeding brought in
any such court and irrevocably waives any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.
Each such party hereby irrevocably waives any and all right to trial by jury in
any suit, action or proceeding arising out of or relating to this Indenture, the
Securities or the transactions contemplated hereby or thereby. Each such party
agrees that final judgment in any suit, action or proceeding brought in such a
court shall be conclusive and binding upon it and may be enforced in any court
to whose jurisdiction it is subject by a suit upon such judgment.

       For purposes of any such suit, action or proceeding brought in any of the
foregoing courts, the Company irrevocably designates CSC Corporation Service
Company, whose address on the date hereof is 80 State Street, Albany, New York
12207-2543, U.S.A., to receive for and on behalf of it and its property service
of copies of the summons and complaints and any other process, by personal
service or by mail, which may be served in any such suit, action or proceeding.
Such service may be made by mailing or delivering a copy of such process to such
agent at the above address. In the event that such agent for service of process
resigns or ceases to serve as the agent of the Company, the Company agrees to
give notice (as provided herein) to the Trustee of the name and address of any
new agent for service of process with respect to it appointed hereunder. The
Company agrees that the failure of its agent for service of process to forward
such service to it shall not impair or affect the validity of such service or of
any judgment based thereof.

       If, despite the foregoing, in any such suit, action or proceeding brought
in any of the aforesaid courts, there is for any reason no such agent for
service of process for each of the parties available to be served, then to the
extent that service of process by mail shall then be permitted by applicable
law, each of such parties further irrevocably consents to the service of process
on it in any such suit, action or proceeding in any such court by the mailing
thereof by registered or certified mail, postage prepaid, to it at its address
given in or pursuant to Section 1.05 hereof.

       Nothing herein contained shall preclude any party from effecting service
of process in any lawful manner or from bringing any suit, action or proceeding
in respect of this Indenture in any other state, country or jurisdiction.

       To the extent that the Company may in any jurisdiction claim for itself
or its property any immunity from suit, execution, attachment (whether in aid of
execution, before judgment or

                                       13

<PAGE>

otherwise) or other legal process and to the extent that in any such
jurisdiction there may be attributed to itself or its property such immunity
(whether or not claimed), the Company irrevocably agrees not to claim and
irrevocably waives such immunity to the fullest extent permitted by the laws of
such jurisdiction.

                                  ARTICLE TWO

                             Forms of the Securities

           SECTION 2.01. Forms Generally. (a) All Securities shall have such
appropriate terms, insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange and the
Depositary, if any, for Securities of a Series or as may, consistently herewith,
be determined by the Authorized Officers executing such Securities, as evidenced
by their execution of the Securities.

       (b)   Unless otherwise provided as contemplated by Section 3.01 with
respect to any Series of Securities, the Securities of each Series shall be
issuable in registered form without coupons.

       (c)   The Securities shall be printed, typewritten, lithographed or
engraved or produced by any combination of these methods on any type of paper,
as determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

           SECTION 2.02. Form of Securities. Each Security in a Series shall be
in a form approved by or pursuant to a Supplemental Indenture or a Board
Resolution or by an Authorized Officer or Authorized Officers pursuant to
authority delegated to that Authorized Officer or those Authorized Officers
pursuant to a Board Resolution. If the form of the Securities of a Series is not
prescribed by the Supplemental Indenture relating to that Series, upon or prior
to the delivery to the Trustee for authentication of the first Security to be
issued of that Series, the Company shall deliver to the Trustee, the Board
Resolution by or pursuant to which such form of the Security for that Series has
been approved, which Board Resolution shall have attached thereto a copy of the
form of the Security approved, or a certificate of an Authorized Officer,
attested to by the Secretary or an Assistant Secretary of the Company,
certifying that an Authorized Officer, acting pursuant to delegated authority
from the Board of Directors, approved the form of the Securities of that Series
and attaching a copy of the form of the Security approved and a true and
complete copy of the resolutions of the Board of Directors delegating authority
to that Authorized Officer to approve the form of Securities. If temporary
Securities of any Series are issued in global form as permitted by Section 3.05,
the form thereof also shall be established as provided in this Section 2.02.

           SECTION 2.03. Form of Trustee's Certificate of Authentication. The
Trustee's certificates of authentication on the Securities issued pursuant to
this Indenture shall be in substantially the following form:

                                       14

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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


                                              By________________________________
                                                      Authorized Signatory

         SECTION 2.04. Global Securities. If Securities of a Series are issuable
in whole or in part in global form, as specified as contemplated by Section
3.01, then, notwithstanding clause (xiv) of Section 3.01 and the provisions of
Section 3.02, such Global Security shall represent such of the outstanding
Securities of that Series as shall be specified in such Global Security and may
provide that it shall represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities represented thereby may from time to time be reduced or increased to
reflect exchanges or partial redemptions or increased to reflect the issuance of
additional uncertificated Securities of that Series. Any endorsement of a Global
Security to reflect the amount, or any increase or decrease in the amount, of
Outstanding Securities of a Series represented thereby shall be made in such
manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 3.03 or Section 3.05.

     Global Securities shall be issued in registered form and in either
temporary or permanent form.

                                  ARTICLE THREE

                                 The Securities

         SECTION 3.01. Terms of Securities. The aggregate principal amount of
Securities that may be authenticated and delivered under this Indenture is
unlimited. The Company may issue up to the aggregate principal amount of
Securities from time to time authorized by or pursuant to one or more Board
Resolutions of the Company.

     The Securities of the Company may be issued in one or more Series. All
Securities of each Series issued under this Indenture shall in all respects be
equally and ratably entitled to the benefits hereof with respect to that Series
without preference, priority or distinction on account of the actual time or
times of the authentication and delivery or Maturity of the Securities of such
Series. Unless expressly provided otherwise with respect to a Series, not all
Securities of a Series need be issued at the same time, and, unless otherwise
provided in the Securities of that Series or in this Indenture, a Series may be
reopened and the aggregate principal amount of the Securities of a Series may be
increased and additional Securities of that Series may be issued up to a maximum
aggregate principal amount authorized for that Series, as that maximum aggregate
principal amount may be increased from time to time. All Securities of a Series
shall rank

                                       15

<PAGE>

equally among themselves and with the other existing and future unsecured,
unsubordinated indebtedness of the Company.

       The Company may from time to time establish one or more Series pursuant
to this Indenture. A Series shall be established by (1) the execution and
delivery of a Supplemental Indenture or (2) the adoption of a Board Resolution
by the Board of Directors establishing that Series. The specific terms and
conditions of the Securities of any Series established shall be determined and
set either (1) by the Supplemental Indenture that establishes the Series, (2) if
the Series is established by a Supplemental Indenture, to the extent that those
specific terms and conditions are not determined and set by that Supplemental
Indenture, by the adoption of a Board Resolution or Board Resolutions by the
Board of Directors and, to the extent that those specific terms and conditions
are not determined and set by the Supplemental Indenture or by the adoption of a
Board Resolution or Board Resolutions by the Board of Directors or by a
combination of those means of determining and setting the specific terms and
conditions of the Securities of that Series, by the action of one or more
Authorized Officers pursuant to authority to determine and set the specific
terms and conditions of the Securities of that Series specifically delegated by
the Board of Directors to that Authorized Officer or those Authorized Officers
or (3) if the Series is established by action of the Board of Directors, to the
extent that those specific terms and conditions are not set by the adoption of a
Board Resolution or Board Resolutions by the Board of Directors, by the action
of one or more Authorized Officers pursuant to authority to determine and set
the specific terms and conditions of the Securities of that Series specifically
delegated by the Board of Directors to that Authorized Officer or those
Authorized Officers. If the specific terms and specific conditions of the
Securities of a Series are determined and set by action of the Board of
Directors, that action shall be evidenced by a Board Resolution. If the specific
terms and conditions of the Securities of a Series established by action of the
Board of Directors are determined and set by an Authorized Officer or Authorized
Officers pursuant to authority delegated to them by the Board of Directors, that
action shall be evidenced by a certificate executed by the Authorized Officer or
Authorized Officers determining and setting those terms and conditions, which
certificate shall also be attested to by the Secretary or an Assistant Secretary
of the Company (a "Series Terms Certificate"). If the specific terms and
conditions of the Securities of a Series established by action of the Board of
Directors are determined and set by an Authorized Officer or Authorized Officers
pursuant to authority delegated to them by the Board of Directors and a Series
Terms Certificate has been delivered in connection with the establishment of the
terms and conditions of the Securities of a Series and the issuance of the
Securities of that Series, an additional Series Term Certificate shall not be
required to be delivered in connection with any subsequent issuance of
additional Securities of that Series.

       Upon a Series being established and the specific terms and conditions of
the Securities of that Series being determined and set otherwise than through a
Supplemental Indenture, the Company shall cause to be delivered to the Trustee
an Officers' Certificate of the Company signed by an Authorized Officer and
attested to by the Secretary or Assistant Secretary of the Company certifying
that the Series has been established and the specific terms and conditions of
the Securities of the Series have been determined and set and attaching to that
Officers' Certificate (1) the Board Resolution establishing the Series, (2) the
Board Resolution or Board Resolutions determining and setting the specific terms
and conditions of the Securities of that Series or providing for the delegation
of authority to one or more Authorized Officers to

                                       16

<PAGE>

determine and set the specific terms and conditions of the Securities of that
Series and (3) if an Authorized Officer or Authorized Officers has determined
and set the specific terms and conditions of the Securities of that Series,
attaching the Series Terms Certificate evidencing the action of that Authorized
Officer or those Authorized Officers. The Officers' Certificate of the Company
that is required to be delivered to the Trustee in accordance with the
immediately preceding sentence, may be provided before or at the time of the
consummation of the first issuance of Securities of the Series to which the
Officers' Certificate relates.

       Each Board Resolution of the Company determining and setting the specific
terms and conditions of the Securities of a Series and each Series Terms
Certificate shall set forth therein, and each Supplemental Indenture setting
forth the terms and conditions of the Securities of a Series, shall set forth
the following information as to the terms and conditions of that Series:

              (i)   the title of the Securities of the Series (which shall
       distinguish the Securities of the Series from all other Securities);

              (ii)  if any limit has been established upon the aggregate
       principal amount or aggregate initial public offering price of the
       Securities of the Series that may be authenticated and delivered under
       this Indenture (except for Securities authenticated and delivered upon
       registration of transfer of, or in exchange for, or in lieu of, other
       Securities of that Series pursuant to this Article Three or Sections 4.07
       or 9.06), the maximum aggregate principal amount or aggregate initial
       public offering price of the Securities of the Series that may be
       authenticated and delivered under this Indenture (except for Securities
       authenticated and delivered upon registration of transfer of, or in
       exchange for, or in lieu of, other Securities of that Series pursuant to
       this Article Three or Sections 4.07 or 9.06);

              (iii) if any priority of payment is set for the Securities of the
       Series, the nature and terms of that priority of payment set for the
       Securities of the Series;

              (iv)  the date or dates on which the principal of and premium, if
       any, on the Securities of the Series or each installment of the principal
       of the Securities of the Series is payable;

              (v)   the rate or rates, if any, at which the Securities of the
       Series shall bear interest, or the method or methods by which the rate or
       rates, if any, at which the Securities of the Series shall bear interest
       may be determined, the date or dates from which any interest shall
       accrue, the Interest Payment Dates on which any accrued interest shall be
       payable, the Regular Record Date for the interest payable on any Interest
       Payment Date and the basis upon which interest shall be calculated if
       other than that of a 360-day year consisting of twelve 30-day months;

              (vi)  if any of the Securities of the Series will be issued as
       Original Issue Discount Securities, the terms on which such Securities of
       the Series will be issued as Original Discount Securities and the portion
       of the principal amount as shown on the face of those Securities that
       shall be payable upon declaration of acceleration of the Maturity thereof
       pursuant to Section 7.02 or at the time of any prepayment of those
       Securities or

                                       17

<PAGE>

       the method or methods for determining that portion of that principal
       amount payable at any of those times;

              (vii)  if the Company will have the right to prepay the Securities
       of the Series in whole or in part, the terms on which the Company may
       prepay the Securities of the Series in whole or in part, the time or
       times at which any such prepayment may be made, whether the prepayment
       may be made in whole or may be made in part from time to time and the
       terms and conditions on which such prepayment may be made, including the
       obligation to pay any premium, any break funding costs or any make-whole
       amount;

              (viii) if any Securities of the Series will be issuable in
       temporary or permanent global form, the extent to which any of the
       Securities of the Series will be issuable in temporary or permanent
       global form, the Depositary or Depositaries for such Global Security or
       Global Securities, the terms and conditions, if any, upon which such
       Global Security may be exchanged in whole or in part for Definitive
       Securities, and the manner in which any interest payable on a temporary
       or permanent Global Security will be paid, whether or not consistent with
       Section 3.05 or 3.06;

              (vix)  the office or offices or agency where, subject to Sections
       3.04 and 5.02, the Securities may be presented for registration of
       transfer or exchange;

              (x)    the place or places where, subject to the provisions of
       Sections 3.04 and 5.02, the principal of and premium, if any and
       interest, if any, on Securities of the Series shall be payable;

              (xi)   if the Company will have any right to redeem or repurchase
       the Securities of the Series, in whole or in part, at its option, the
       terms of the right or rights of the Company to redeem or repurchase the
       Securities of the Series, in whole or in part, at its option, the time or
       times or the period or periods within which, the price or prices at
       which, or the method or methods for determining the price or prices at
       which, and the terms and conditions upon which, Securities of the Series
       may be redeemed or repurchased by the Company at its option;

              (xii)  if the Company will be obligated to redeem or repurchase
       any Securities of the Series, the terms upon which the Company will be
       obligated to repurchase or redeem Securities of the Series, whether
       pursuant to any sinking fund or analogous provisions or without the
       benefit of any sinking fund or analogous provisions, stating whether each
       such redemption will be at the option of a Holder of any Security of a
       Series or upon the occurrence of any stated event or satisfaction of any
       condition or conditions, the time or times or the period or periods
       within which, the price or prices at which, or the method or methods for
       determining the price or prices at which, and the terms and conditions
       upon which, the Securities of the Series shall be redeemed, repaid or
       repurchased, in whole or in part, pursuant to such obligation;

              (xiii) if any Securities of the Series will be convertible into
       any other securities of the Company or exchangeable for other securities
       of the Company or any other Person, the terms on which any Securities of
       the Series will be convertible into any other

                                       18

<PAGE>

       securities of the Company or exchangeable for other securities of the
       Company or any other Person, the conversion or exchange price or prices
       or conversion or exchange ratio or ratios, when such conversion or
       exchange may occur, or the method or methods of determining that price or
       prices or that ratio or ratios and the other terms and conditions,
       including anti-dilution terms, upon which any conversion or exchange may
       occur;

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

              (xv)    the currency or currencies in which payment of the
       principal of, and premium, if any, interest on and any other amounts
       owing with respect to the Securities of that Series will be made, which
       may be in Dollars, a Foreign Currency or composite currency, any currency
       or currencies, if any, in which, at the election of each of the Holders
       thereof, payment of the principal of, and premium, if any, the interest
       and any other amounts owing with respect to Registered Securities, may be
       payable which may be in Dollars, Foreign Currency or composite currency,
       and the periods within which and the terms and conditions upon which such
       election is to be made, the Exchange Rate for calculating the amount of
       the payment in a currency other than the currency or currencies in which
       the Securities of that Series are denominated or, if the Exchange Rate is
       not expressly stated in the Securities of that Series, the method or
       methods for determining the Exchange Rate, the Exchange Rate Agent, and
       if any payment may be made in a composite currency, the agency or
       organization, if any, responsible for overseeing such composite currency;

              (xvi)   if the amount of payments of principal of, premium, if
       any, or any interest on Securities of the Series may be determined with
       reference to an index, the method or methods by which such amounts shall
       be determined;

              (xvii)  if the Securities of the Series will be subordinated in
       right of payment to other Securities or other indebtedness of the
       Company, the terms and conditions of that subordination;

              (xviii) if additional amounts will be payable to Holders of
       Securities of the Series pursuant to Section 5.04, the terms (other than
       the terms expressly set forth in Section 5.04) upon, and conditions
       under, which such additional amounts will be payable;

              (xix)   if any Securities of the Series will be issued on a
       book--entry only basis, any appropriate information with respect to
       book-entry procedures to the extent that the book--entry procedures
       relating to those Securities of the Series will deviate from customary
       book--entry procedures in effect at the time at which the terms and
       conditions of the Securities of the Series are established;

              (xx)    any addition to or change in the Events of Default or
       covenants of the Company set forth in this Indenture pertaining to the
       Securities of the Series;

                                       19

<PAGE>

              (xxi)  whether the Securities of the Series will be subject to the
       defeasance provisions of Article Eleven or the terms, if any, on which
       they may otherwise be defeasible; and

              (xxii) any other terms and conditions of the Series (which terms
       and conditions shall not be inconsistent with the provisions of this
       Indenture).

       All Securities of any one Series shall be substantially identical except,
in the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to the Officers' Certificate of the Company
relating to the Series provided to the Trustee pursuant to this Section 3.01 and
set forth or determined in the manner provided in that Officers' Certificate or
in this Indenture or any Supplemental Indenture.

       Securities of any particular Series may be issued at various times, with
different dates on which the principal or any installment of principal is
payable, with different rates of interest, if any, or different methods by which
rates of interest may be determined, with different dates on which such interest
may be payable and with different Redemption Dates or Repurchase Dates and may
be denominated in different currencies or payable in different currencies.

           SECTION 3.02. Denominations. The Securities of each Series shall be
issuable in such form and denominations determined as contemplated by Section
3.01. In the absence of any specification with respect to the Securities of any
Series, the Registered Securities of each Series shall be issuable only as
Securities without coupons in denominations of $1,000 and any integral multiple
thereof.

           SECTION 3.03. Execution, Authentication, Delivery and Dating.

       (a)    The Securities shall be executed on behalf of the Company by one
of its Authorized Officers or such other officer or agent to which the authority
to execute such Securities is delegated by the Board of Directors, and by its
Secretary or one of its Assistant Secretaries. The signatures of any or all of
these officers or agents on the Securities may be manual or facsimile.
Securities bearing the manual or facsimile signatures of individuals who were at
any time the proper officers or authorized agents of the Company shall bind the
Company, notwithstanding that one or more of those individuals have ceased to
hold a proper office prior to the authentication and delivery of such Securities
or did not hold such offices or, in the case of an agent, continue to have
proper authority at the date of such Securities.

       (b)    At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any Series, executed by
the Company to the Trustee for authentication, together with a Company Order,
for the authentication and delivery of such Securities, and the Trustee shall,
upon receipt of the Company Order, authenticate and deliver such Securities as
this Indenture provides and not otherwise.

       If the Company shall establish pursuant to Section 3.01 that the
Securities of a Series are to be issued in whole or in part in the form of one
or more Global Securities, then the Company shall execute and the Trustee shall,
in accordance with this Section and a Company Order of the Company for the
authentication and delivery of such Global Securities with respect to that

                                       20

<PAGE>

Series, authenticate and deliver one or more Global Securities in permanent or
temporary form, and such Global Securities (i) shall represent and shall be
denominated in an aggregate amount equal to the aggregate principal amount of
the Outstanding Securities of such Series to be represented by one or more
Global Securities, (ii) shall be registered, if in registered form, in the name
of the Depositary for such Global Security or Global Securities or the nominee
of such Depositary, and (iii) shall be delivered by the Trustee to such
Depositary or pursuant to such Depositary's instructions.

       Each Depositary designated pursuant to Section 3.01 for a Global Security
in registered form must, at the time of its designation and at all times while
it serves as Depositary, be a clearing agency registered under the Exchange Act
and any other applicable statute or regulation.

       In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 8.01) shall be
fully protected in relying upon,

       (a) an Officers' Certificate required pursuant to Section 3.01;

       (b) a Company Order of the Company; and

       (c) an Opinion of Counsel complying with Section 1.02 and stating that:

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

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

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

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

       The Trustee shall not be required to authenticate any Securities if the
issuance of the Securities pursuant to the Indenture will adversely affect the
Trustee's own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner that is not reasonably acceptable to the
Trustee.

       Notwithstanding the provisions of Section 3.01 and of this Section 3.03,
if all Securities of a Series are not to be originally issued at one time, it
shall not be necessary to deliver the Board Resolution of the Company or
Officers' Certificate otherwise required pursuant to Section 3.01 or the Company
Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at
or prior to the time of authentication of each Security of such Series if such
documents

                                       21

<PAGE>

are delivered at or prior to the authentication upon original issuance of the
first Security of such Series to be issued and such documents reasonably
contemplate the issuance of all Securities of such Series; provided that any
subsequent request by the Company to the Trustee to authenticate Securities of
such Series upon original issuance shall constitute a representation and
warranty by the Company that as of the date of such request, the statements made
in the Officers' Certificate or other certificates delivered pursuant to
Sections 1.02 and 3.01 shall be true and correct as if made on such date.

       A Company Order, Officers' Certificate or Board Resolution or
Supplemental Indenture delivered by the Company to the Trustee in the
circumstances set forth in the preceding paragraph may provide that Securities
that are the subject thereof will be authenticated and delivered by the Trustee
or its agent on original issue from time to time in the aggregate principal
amount, if any, established for such Series pursuant to such procedures
acceptable to the Trustee as may be specified from time to time by a Company
Order upon telephonic (promptly confirmed in writing), electronic or written
order of Persons designated in that Company Order, Officers' Certificate,
Supplemental Indenture or Board Resolution and that such Persons are authorized
to determine, consistent with that Company Order, Officers' Certificate,
Supplemental Indenture or Board Resolution, those terms and conditions of said
Securities as are specified in that Company Order, Officers' Certificate,
Supplemental Indenture or Board Resolution.

       Each Registered Security shall be dated the date of its authentication,
and unless otherwise specified as contemplated by Section 3.01, any temporary
Global Security referred to in Section 3.05 shall be dated as of the date of
original issuance of that Security.

       No Security shall be entitled to any benefit under this Indenture
endorsed thereon or be valid or obligatory for any purpose, unless there appears
on such Security a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual signature of an authorized
officer, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security or portion thereof shall have
been duly authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 3.10 together with a written statement (that
need not comply with Section 1.02 and need not be accompanied by an Opinion of
Counsel) stating that such Security or portion thereof has never been issued and
sold by the Company, for all purposes of this Indenture such Security shall be
deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.

           SECTION 3.04. Registrar, Paying Agent and Depositary. (a) The Company
will maintain an office or agency in the Borough of Manhattan, The City of New
York, where Securities issued by it may be presented for registration of
transfer or for exchange ("Registrar") and an office or agency where Securities
may be presented and surrendered for payment ("Paying Agent"). The Registrar
shall keep a register of the Securities issued by the Company ("Registry") and
of their transfer and exchange. The Company may appoint one or more
co-registrars and one or more additional paying agents for the Securities of
each Series issued by it. The term "Registrar" includes any co-registrar, and
the term "Paying Agent" includes any

                                       22

<PAGE>

additional paying agent. The Company may change any Paying Agent or Registrar
with respect to the Securities of any Series that it issues without notice to
any Holder. The Company shall notify the Trustee in writing of the name and
address of any Agent not a party to this Indenture. If the Company fails to
appoint or maintain another entity as Registrar or Paying Agent for the affected
Series of Securities, the Trustee shall act as that Registrar or Paying Agent,
as the case may be. The Company or any of its Subsidiaries may act as Paying
Agent or Registrar.

       (b) If the Company or any of its Subsidiaries acts as Paying Agent for
any Series, each such Paying Agent shall segregate and hold in a separate trust
fund for the benefit of the Holders of the Securities of that Series all money
held by it as Paying Agent with respect to the Securities of that Series. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Securities issued by the Company.

       (c) If the Securities of a Series are listed on the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Company will maintain a Paying Agent for
the Securities of that Series in Luxembourg or any other required city located
outside the United States, so long as the Securities of that Series are listed
on such exchange, and subject to any laws or regulations applicable thereto, in
a Place of Payment for Securities of that Series located outside the United
States an office for registration of transfer or exchange of Securities of that
Series.

           SECTION 3.05. Temporary Securities. (a) If the Definitive Securities
of any Series are to be printed on paper with engraved borders or engraved, then
pending the preparation of Definitive Securities of that Series, the Company may
execute, and upon the receipt of a Company Order and the receipt of the
certifications and opinions required under Sections 3.01 and 3.03, the Trustee
shall authenticate and deliver, temporary Securities that are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denominations, substantially of the tenor of the Definitive Securities in lieu
of which they are issued in registered form and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such
Securities.

       (b)   Unless otherwise provided pursuant to Section 3.01:

             (i)   Except in the case of temporary Securities in global form,
       each of which shall be exchanged in accordance with the provisions of the
       following paragraphs, if temporary Securities of any Series are issued,
       the Company will cause Definitive Securities of such Series to be
       prepared without unreasonable delay. After the preparation of Definitive
       Securities, the temporary Securities of such Series shall be exchangeable
       for Definitive Securities of such Series upon surrender of the temporary
       Securities of such Series at the office or agency of the Company in a
       Place of Payment for that Series, without charge to the Holder. Upon
       surrender for cancellation of any one or more temporary Securities of any
       Series, the Company shall execute and the Trustee shall authenticate and
       deliver in exchange therefor a like principal amount of Definitive
       Securities of such Series of authorized denominations. Until so
       exchanged, the temporary Securities of any Series shall in all respects
       be entitled to the same benefits under this Indenture as Definitive
       Securities of such Series.

                                       23

<PAGE>

              (ii)  Without unnecessary delay but in any event not later than
       the date specified in, or determined pursuant to the terms of, any such
       temporary Global Security as the "Global Exchange Date" (the "Global
       Exchange Date"), the Company shall deliver to the Trustee, or, if the
       Trustee appoints an Authenticating Agent pursuant to Section 8.14, to any
       such Authenticating Agent, Definitive Securities in aggregate principal
       amount equal to the principal amount of such temporary Global Security,
       executed by the Company. On or after the Global Exchange Date, such
       temporary Global Security shall be surrendered by the Depositary to the
       Trustee or any such Authenticating Agent, as the Company's agent for such
       purpose, to be exchanged, in whole or from time to time in part, for
       Definitive Securities without charge and the Trustee or any such
       Authenticating Agent shall authenticate and deliver, in exchange for each
       portion of such temporary Global Security, an equal aggregate principal
       amount of Definitive Securities of the same Series, of authorized
       denominations and of like tenor as the portion of such temporary Global
       Security to be exchanged.

              (iii) Upon any exchange of a portion of any such temporary Global
       Security, such temporary Global Security shall be endorsed by the Trustee
       or any such Authenticating Agent, as the case may be, to reflect the
       reduction of the principal amount evidenced thereby, whereupon its
       remaining principal amount shall be reduced for all purposes by the
       amount so exchanged. Until so exchanged in full, such temporary Global
       Security shall in all respects be entitled to the same benefits under
       this Indenture as Definitive Securities of such Series authenticated and
       delivered hereunder.

          SECTION 3.06. Transfer and Exchange.

              (a)   Upon surrender for registration of transfer of any Security
of any Series at the office or agency of the Company maintained for such
purpose, the Company shall execute, and upon receipt of an authentication order,
the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of the same Series of any
authorized denomination or denominations, of like tenor and aggregate principal
amount. At the option of the Holder, Securities of any Series (other than a
Global Security) may be exchanged for other Securities of the same Series of any
authorized denomination or denominations of a like aggregate principal amount,
upon surrender of the Securities to be exchanged at the office or agency of the
Company maintained for such purpose. Upon receipt at such office or agency of an
appropriate request for exchange, the Company shall execute, and upon receipt of
an authentication order from the Company, the Trustee shall authenticate and
deliver in the name of the exchanging Holder, one or more new Securities of the
appropriate Series of any authorized denomination or denominations of like tenor
and aggregate principal amount to the Securities surrendered for exchange. Every
Security presented or surrendered for registration of transfer or for exchange
shall (if so required by the Company, the Registrar or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company, the Registrar and the Trustee duly executed, by the
Holder thereof or his attorney duly authorized in writing.

              (b)   Upon the issuance of a Global Security, the Depositary or
its nominee will credit, on its book-entry registration and transfer system, the
respective principal amounts of the individual Securities represented by the
Global Security to the accounts of institutions that have

                                       24

<PAGE>

accounts with the Depositary. The institutional accounts to be credited may be
designated by the underwriter, underwriters, agent or agents for such Securities
or, if the Securities are offered and sold directly by the Company, by the
Company. Upon receipt of any payment in respect of a Global Security, the
Depositary or its nominee will immediately credit the institutional accounts
with amounts proportionate to their respective beneficial interests in the
principal amount of the Global Security as shown in the records of the
Depositary or its nominee.

           (c) Notwithstanding any other provision of this Section, unless and
until it is exchanged in whole or in part for Definitive Securities, a Global
Security representing all or a portion of the Securities of a Series may not be
transferred except as a whole by the Depositary for such Series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such Series or a nominee of such successor Depositary.

           (d) If at any time the Depositary for the Securities of a Series
notifies the Company that it is unwilling or unable to continue as Depositary
for the Securities of such Series or if at any time the Depositary for the
Securities of such Series shall no longer be eligible under Section 3.03(b), the
Company shall appoint a successor Depositary with respect to the Securities of
such Series.

           (e) The Company may at any time and in its sole discretion determine
that Securities of any Series issued in the form of one or more Global
Securities shall no longer be represented by such Global Security or Global
Securities. In such event, the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of Securities of
such Series, will authenticate and deliver, certificated Securities of such
Series ("Definitive Securities") in an aggregate principal amount equal to the
principal amount of the Global Security or Global Securities representing
Securities of such Series in exchange for such Global Security or Global
Securities.

           (f) If specified by the Company pursuant to Section 3.01 with respect
to a Series of Securities, the Depositary for such Series of Securities may
surrender a Global Security for such Series of Securities in exchange in whole
or in part for Definitive Securities of such Series on such terms as are
acceptable to the Company and such Depositary. Thereupon, the Company shall
execute, and the Trustee shall authenticate and deliver, without service charge:
(1) to each Person specified by such Depositary a new definitive Security or
Securities of the same Series of any authorized denomination as requested by
such Person in aggregate principal amount equal to and in exchange for such
Person's beneficial interest in the Global Security; and (2) to such Depositary
a new Global Security in a denomination equal to the difference, if any, between
the principal amount of the surrendered Global Security and the aggregate
principal amount of Definitive Securities delivered to Holders thereof.

           (g) Upon the exchange of a Global Security for Definitive Securities,
such Global Security shall be cancelled by the Trustee. Definitive Securities
exchanged for portions of a Global Security pursuant to this Section 3.06 shall
be registered in such names and in such authorized denominations as the
Depositary for such Global Security, pursuant to instructions

                                       25

<PAGE>

from its direct or indirect Participants or otherwise, shall instruct the
Trustee. The Trustee shall deliver such Securities to the persons in whose names
such Securities are so registered.

           (h)  No service charge shall be made to a holder of a beneficial
interest in a Global Security or to a Holder of a Definitive Security for any
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 3.05
and 4.07).

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

           (j)  The Registrar shall not be required (A) to issue, to register
the transfer of or to exchange any Securities during a period beginning at the
opening of business 15 days before the day of any selection of Securities for
redemption under Section 4.03 and ending at the close of business on the day of
selection, (B) to register the transfer of or to exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part or (C) to register the transfer of or to
exchange a Security between a Record Date and the next succeeding Interest
Payment Date.

           (k)  Prior to due presentment for the registration of a transfer of
any Security, the Trustee, any Agent and the Company may deem and treat the
Person in whose name any Security is registered as the absolute owner of such
Security for the purpose of receiving payment of principal of, premium, if any,
and interest on such Securities, payment of the redemption price of the
Securities and for all other purposes, and none of the Trustee, any Agent or the
Company shall be affected by notice to the contrary.

           (l)  The Trustee shall authenticate Global Securities and Definitive
Securities in accordance with the provisions of Section 3.03.

       SECTION 3.07. Mutilated, Destroyed, Lost and Stolen Securities. If (i)
any mutilated Security is surrendered to the Trustee or the Registrar, or if the
Company, the Trustee and the Registrar receive evidence to their satisfaction of
the destruction, loss or theft of any Security and (ii) there is delivered to
the Company, the Trustee and the Registrar such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Company, the Trustee or the Registrar that such Security has been
acquired by a bona fide purchaser, the Company and upon its request the Trustee
shall authenticate and deliver, in lieu of any such mutilated, destroyed, lost
or stolen Security, a new Security of the same Series and Stated Maturity and of
like tenor and principal amount, bearing a number not contemporaneously
outstanding.

                                       26

<PAGE>

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

       Upon the issuance of any new Security under this Section 3.07, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

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

       The provisions of this Section 3.07 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the placement
or payment of mutilated, destroyed, lost or stolen Securities.

           SECTION 3.08. Payment of Interest; Interest Rights Preserved. (a)
Unless otherwise provided for by the terms of the Securities of any Series as
established in accordance with Section 3.01, interest on any Registered Security
that is payable, and is punctually paid or duly provided for on any Interest
Payment Date shall unless otherwise provided in that Security be paid to the
Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for that interest
payment. At the option of the Company, payment of interest on any Registered
Security may be made by check in the currency designated for such payment
pursuant to the terms of such Registered Security mailed to the address of the
Person entitled thereto as such address shall appear in the Register or by wire
transfer to an account in such currency designated by such Person in writing not
later than ten days prior to the date of such payment.

       (b)   Any interest on any Registered Security that 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
on the relevant Regular Record Date by virtue of his having been such Holder,
and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (i) or clause (ii) below.

             (i)  The Company may elect to make payments of any Defaulted
       Interest to the Persons in whose names any such Registered Securities (or
       their respective Predecessor Securities) are registered at the close of
       business on a Special Record Date for the payment of such Defaulted
       Interest, which Special Record Date 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 Registered Security 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

                                       27

<PAGE>

       for the benefit of the Persons entitled to such Defaulted Interest as in
       this clause provided. Thereupon the Trustee shall fix a Special Record
       Date for the payment of such Defaulted Interest, which Special Record
       Date shall be not more than 15 nor 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 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 mailed as aforesaid,
       such Defaulted Interest shall be paid to the Persons in whose names such
       Registered Securities (or their respective Predecessor Securities) are
       registered on such Special Record Date and shall no longer be payable
       pursuant to the following clause (ii) of this Section 3.08.

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

       Subject to the foregoing provisions of this Section 3.08, each Security
delivered under this Indenture upon registration of transfer of, or in exchange
for, or in lieu of, any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, that were carried by such other Security.

           SECTION 3.09. Persons Deemed Owners.

       (a)   Prior to due presentment for registration of transfer of any
Registered Security, the Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name such Security is registered as
the owner of such Security for the purpose of receiving payment of principal of,
premium, if any, and, subject to Section 3.08, interest on such Security, and
for all purposes whatsoever, whether or not that Security is overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

       (b)   None of the Company, the Trustee, any Paying Agent, any
Authenticating Agent or the Registrar will have the responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interest of a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interest, and they shall be fully protected in acting or refraining from acting
on any such information provided by the Depositary.

           SECTION 3.10. Cancellation. Unless otherwise provided with respect to
a Series of Securities, all Securities surrendered for payment, registration of
transfer, exchange, repayment or redemption shall, if surrendered to any Person
other than the Trustee, be delivered

                                       28

<PAGE>

to the Trustee. All Securities so delivered or surrendered directly to the
Trustee for any such purpose shall be promptly cancelled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder that the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly cancelled
by the Trustee. No Securities shall be authenticated in lieu of or in exchange
for any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture or such Securities. All cancelled Securities held by
the Trustee shall be disposed of by the Trustee in accordance with the Trustee's
customary procedures, and the Trustee shall deliver a certificate of such
disposition to the Company.

       SECTION 3.11. Computation of Interest. Interest on the Securities of each
Series shall be computed as shall be specified in the terms of those Securities
as established in accordance with Section 3.01; provided, however, that if the
terms of any Securities do not provide a method for computation of interest with
respect thereto, interest on that Security shall be computed on the basis of a
360-day year of twelve 30-day months.

       SECTION 3.12. Currency Indemnity. The Company may provide, pursuant to
Section 3.01, for the Securities of any Series that, to the fullest extent
possible under applicable law and except as may otherwise be specified as
contemplated in Section 3.01, (a) the obligation, if any, of the Company to pay
the principal of, premium, if any, and interest on the Securities of any Series
in a Foreign Currency, composite currency or Dollars (the "Designated Currency")
as may be specified pursuant to Section 3.01 is of the essence and agrees that
judgments in respect of such Securities shall be given in the Designated
Currency; (b) the obligation of the Company to make payments in the Designated
Currency of the principal of, premium, if any, and interest on such Securities
shall, notwithstanding any payment in any other currency, whether pursuant to a
judgment or otherwise, be discharged only to the extent of the amount in the
Designated Currency that the Holder receiving such payment may, in accordance
with normal banking procedures, purchase with the sum paid in such other
currency, after any premium and cost of exchange, in the country of issue of the
Designated Currency in the case of Foreign Currency or Dollars or in the
international banking community in the case of a composite currency on the
Business Day immediately following the day on which such Holder receives such
payment; (c) if the amount in the Designated Currency that may be so purchased
for any reason falls short of the amount originally due, the Company shall pay
such additional amounts as may be necessary to compensate for such shortfall;
and (d) any obligation of the Company not discharged by such payment shall be
due as a separate and independent obligation and, until discharged as provided
herein, shall continue in full force and effect.

       SECTION 3.13. CUSIP Numbers. The Company in issuing the Securities may
use "CUSIP," "ISIN," or "Common Code" numbers or other Euroclear or Clearstream,
Luxembourg reference numbers (if then generally in use), and, if so, the Trustee
shall use such numbers in notices of redemption or other related material as a
convenience to Holders; provided that any such notice or other related material
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of redemption
or other related material and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company shall
promptly notify the Trustee of any change in any such reference number.

                                       29

<PAGE>

           SECTION 3.14. Book-Entry Only System. If made a part of the terms of
the Securities of a Series in accordance with Section 3.01 with respect to
Securities represented by a Global Security, Securities of a Series may be
issued initially in book-entry only form and, if issued in such form, shall be
represented by one or more Global Securities registered in the name of the
Depositary or other depositary designated with respect thereto. So long as such
book-entry only system of registration is in effect, (a) Securities of a Series
so issued in book-entry only form will not be issuable in the form of or
exchangeable for Securities in certificated or definitive registered form, (b)
the records of the Depositary or such other depositary will be determinative for
all purposes as to the beneficial owners of the Securities of that Series and
(c) neither the Company, the Trustee nor any Paying Agent, or Registrar for such
Securities will have any responsibility or liability for (i) any aspect of the
records relating to or payments made on account of owners of beneficial
interests in the Securities of that Series, (ii) maintaining, supervising or
reviewing any records relating to such beneficial interests, (iii) receipt of
notices, voting and requesting or directing the Trustee to take, or not to take,
or consenting to, certain actions hereunder, or (iv) the record and procedures
of the Depositary or such other depositary, as the case may be.

                                  ARTICLE FOUR

                            Redemption of Securities

           SECTION 4.01. Applicability of Article. Securities of any Series that
are redeemable before their Stated Maturity shall be redeemable in accordance
with their terms and, except as otherwise set forth in the terms of the
Securities of that Series as established in accordance with Section 3.01, in
accordance with this Article.

           SECTION 4.02. Election To Redeem; Notice To Trustee. The election of
the Company to redeem any Securities redeemable at the option of the Company
shall be evidenced by an Officers' Certificate. In case of any redemption at the
election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee and the Registrar of such
Redemption Date and of the principal amount of Securities of such Series to be
redeemed. In the case of any redemption of Securities (i) prior to the
expiration of any restriction on such redemption provided in the terms of those
Securities or elsewhere in this Indenture, or (ii) pursuant to an election of
the Company that is subject to a condition specified in the terms of those
Securities, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction or condition.

           SECTION 4.03. Selection by Trustee of Securities To Be Redeemed. If
less than all the Securities of any Series with the same terms are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the Outstanding
Securities of that Series having such terms not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate and
that may provide for the selection for redemption of portions of the principal
amount of Securities of such Series of a denomination equal to or larger than
the minimum authorized denomination for

                                       30

<PAGE>

Securities of such Series. Unless otherwise provided by the terms of the
Securities of any Series so selected for partial redemption, the portions of the
principal of Securities of that Series so selected for partial redemption shall
be, in the case of Registered Securities, equal to $1,000 or an integral
multiple thereof, and the principal amount of any such Security that remains
outstanding shall not be less than the minimum authorized denomination for
Securities of such Series.

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

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

           SECTION 4.04. 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 Securities to be redeemed.

       All notices of redemption shall state:

              (i)   the Redemption Date;

              (ii)  the Redemption Price;

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

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

              (v)   the place or places where such Securities, maturing after
       the Redemption Date, are to be surrendered for payment of the Redemption
       Price;

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

              (vii) the CUSIP number or the Euroclear or the Clearstream,
       Luxembourg reference numbers (or any other number used by a Depository to
       identify such Securities), if any, of the Securities to be redeemed.

       A notice of redemption published as contemplated by Section 1.06 need not
identify particular Registered Securities to be redeemed.

                                       31

<PAGE>

       Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, on Company Request, by the Trustee in
the name and at the expense of the Company.

           SECTION 4.05. Deposit of Redemption Price. At or prior to the opening
of business on any Redemption Date, the Company shall deposit or cause to be
deposited with the Trustee or with a Paying Agent (or, if the Company is acting
as its own Paying Agent, segregate and hold in trust as provided in Section
5.03) an amount of money sufficient to pay the Redemption Price of all the
Securities that are to be redeemed on that date.

           SECTION 4.06. Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein
specified and from and after such date (unless the Company shall default in the
payment of the Redemption Price) such Securities shall cease to bear interest.
Upon surrender of any such Securities for redemption in accordance with said
notice, those Securities surrendered shall be paid by the Company at the
Redemption Price. Installments of interest on Registered Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such on
the close of business on the relevant Regular Record Dates according to their
terms and the provisions of Section 3.08.

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

           SECTION 4.07. Securities Redeemed in Part. Any Security that is to be
redeemed only in part shall be surrendered at the office or agency of the
Company in a Place of Payment therefor (with, if the Company or the Registrar so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Registrar duly executed by, the Holder of
such Security or his attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Security or Securities of the same Series
and Stated Maturity, containing identical terms and conditions, of any
authorized denominations as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

           SECTION 4.08. Redemption Suspended During Event of Default. The
Trustee shall not redeem any Securities (unless all Securities then Outstanding
are to be redeemed) or commence the giving of any notice of redemption of
Securities during the continuance of any Event of Default known to the Trustee,
except that where the giving of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem such Securities, provided
funds are deposited with it for such purpose. Any moneys theretofore or
thereafter received by the Trustee shall, during the continuance of such Event
of Default, be held in trust for the benefit of the Holders and applied in the
manner set forth in Section 7.06; provided, however, that in case such Event of
Default shall have been waived as provided herein or otherwise cured, such
moneys shall thereafter be held and applied in accordance with the provisions of
this Article.

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<PAGE>

                                  ARTICLE FIVE

                                    Covenants

           SECTION 5.01. Payment of Principal, Premium and Interest. The Company
covenants and agrees for the benefit of each Series of Securities that it will
duly and punctually pay the principal of, premium, if any, and interest on the
Securities of such Series in accordance with the terms of the Securities of that
Series, any coupons appertaining thereto and this Indenture. Principal, premium
if any, or interest payable with respect to any Securities shall be considered
paid on the date due if the Paying Agent holds, or if the Company acts as its
own Paying Agent, the Company holds in a segregated account in trust for the
Holders due such payment, on the date money sufficient to pay all principal and
premium, if any and interest then due. Unless otherwise set forth in the terms
of Securities of Series established in accordance with Section 3.01, at the
option of the Company, all payments of principal may be paid by check to the
registered Holder of the Registered Security or other person entitled thereto
against surrender of such Security.

           SECTION 5.02. Maintenance of Office or Agency. In addition to the
offices and agencies maintained pursuant to Section 3.04, the Company will
maintain in each Place of Payment for any Series of Securities as to which it
issues Securities, an office or agency where Securities of any Series that are
convertible or exchangeable may be surrendered for conversion or exchange, as
applicable, and where notices and demands to or upon the Company in respect of
the Securities of that Series and this Indenture may be served. Each such office
may be the office of any Paying Agent appointed by the Company. The Company will
give prompt written notice to the Trustee of the location, and any change in the
location, of any such office or agency. If at any time the Company shall fail to
maintain any such required office or agency 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 where Securities of that Series,
if they are convertible or exchangeable, may be surrendered for conversion or
exchange, as applicable, and where notices and demands to or upon the Company,
in respect of the Securities of that Series and this Indenture may be served.

       The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more Series may be presented
or surrendered for any or all of such purposes specified above in this Section.
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 5.03. Money for Security Payments To Be Held in Trust. If the
Company shall at any time act as its own Paying Agent for any Series of
Securities, it will, on or before each due date of the principal of, premium, if
any, or interest on any of the Securities of such Series, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum in the currency in
which the Securities of such Series are payable sufficient to pay the principal,
premium or interest so becoming due until such sums shall be paid to such
Persons or otherwise

                                       33

<PAGE>

disposed of as herein provided, and will promptly notify the Trustee of its
action or failure so to act.

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

       The Company will cause each Paying Agent for any Series of Securities
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, that such Paying Agent will:

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

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

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

       The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent, and, upon such payments 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, premium, if any, or
interest on any Security of any Series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of that Security shall thereafter,
as an unsecured general creditor, look only to the Company with respect to that
Security for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper in
each Place of Payment, notice that such money remains unclaimed and

                                       34

<PAGE>

that, after a date specified therein, that 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 5.04. Additional Amounts. If the Securities of a Series provide
for the payment of additional amounts, the Company will pay to the Holder of any
Security of any Series the additional amounts as provided in the terms of the
Securities of that Series. Whenever in this Indenture there is mentioned, in any
context, the payment of the principal of, premium, if any, or interest on, or in
respect of, any Security of any Series or the net proceeds received on the sale
or exchange of any Security of any Series, such mention shall be deemed to
include mention of the payment of additional amounts provided for in this
Section to the extent that, in such context, additional amounts are, were or
would be payable in respect thereof pursuant to the provisions of this Section
and express mention of the payment of additional amounts, if applicable, in any
provisions hereof shall not be construed as excluding additional amounts in
those provisions hereof where such express mention is not made.

     If the Securities of a Series provide for the payment of additional
amounts, at least 10 days prior to the first Interest Payment Date with respect
to that Series of Securities (or if the Securities of that Series will not bear
interest prior to Maturity, the first day on which a payment of principal, and
premium, if any, is made), and at least 10 days prior to each date of payment of
principal, and premium, if any, or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officers' Certificate,
the Company will furnish the Trustee and the Company's Principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of (and premium, if any) or interest on the Securities of
that Series shall be made to Holders of Securities of that Series who are United
States Aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of that Series. If any
such withholding shall be required, then such Officers' Certificate shall
specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities, and the Company will pay to the Trustee or such
Paying Agent the additional amounts required by this Section. The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or reasonable expense incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers' Certificate
furnished pursuant to this Section.

       SECTION 5.05. Statement as to Compliance. The Company will deliver to the
Trustee, within 120 days after the end of each fiscal year of the Company, an
Officers' Certificate (that need not comply with Section 1.02) (provided,
however, that one of the signatories of that Officers' Certificate shall be the
Company's principal executive officer, principal financial officer or principal
accounting officer) stating, as to each signer thereof, that:

          (i)  a review of the activities of the Company during such year and of
     performance under this Indenture and under the terms of the Securities has
     been made under his supervision; and

                                       35

<PAGE>

          (ii)  to the best of each signer's knowledge, based on such review,
     (a) the Company has fulfilled all of its obligations and complied with all
     conditions and covenants under this Indenture and under the terms of the
     Securities throughout such year, or, if there has been a default in the
     fulfillment of any such obligation, condition or covenant specifying each
     such default known to the signer and the nature and status thereof, and (b)
     no event has occurred and is continuing that is, or after notice or lapse
     of time or both would become, an Event of Default, or if such an event has
     occurred and is continuing, specifying such event known to him and the
     nature and status thereof.

     For purposes of this Section 5.05, compliance or default shall be
determined without regard to any period of grace or requirement of notice
provided for herein.

       SECTION 5.06. Maintenance of Corporate Existence, Rights and Franchises.
So long as any of the Securities shall be Outstanding, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence, rights and franchises to carry on its business;
provided, however, that nothing in this Section 5.06 shall (i) require the
Company 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, (ii) prevent any consolidation or merger of
the Company, or any conveyance or transfer of its property and assets
substantially as an entirety to any person, permitted by Article Ten, or (iii)
prevent the liquidation or dissolution of the Company after any conveyance or
transfer of its property and assets substantially as an entirety to any person
permitted by Article Ten.

                                   ARTICLE SIX

            Holders' Lists and Reports by the Trustee and the Company

       SECTION 6.01. Preservation of Information; Communications to Holders;
Communications Between Holders. (a) The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of all Holders of the Securities of each Series issued
hereunder and shall otherwise comply with TIA (S)312(a) with respect to each
Series of Securities issued hereunder. If the Trustee is not the Registrar, the
Company shall furnish, or shall cause the Registrar (if other than the Company)
to furnish, to the Trustee at least seven Business Days before each Interest
Payment Date and at such other times as the Trustee may reasonably request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of the Holders of the Securities of that
Series, and the Company shall otherwise comply with TIA (S)312(a) with respect
to the Securities of that Series. The Trustee may destroy any list furnished to
it as provided in this Section 6.01 upon receipt of a new list so furnished.

     (b)  If three or more Holders of Securities of any Series (hereinafter
referred to as "applicants") apply in writing to the Trustee, and furnish to the
Trustee reasonable proof that each such applicant has owned a Security of such
Series for a period of at least six months preceding the date of such
application, and such application states that the applicants desire to
communicate with other Holders of Securities of such Series or with the Holders
of all Securities with respect to their rights under this Indenture or under
such Securities and is accompanied by a

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<PAGE>

copy of the form of proxy or other communication that such applicants propose to
transmit, then the Trustee shall, within five Business Days after the receipt of
such application, at its election, either:

          (i)  afford such applicants access to the information preserved at the
     time by the Trustee in accordance with Section 6.01(a); or

          (ii) inform such applicants as to the approximate number of Holders of
     Securities of such Series or all Securities, as the case may be, whose
     names and addresses appear in the information preserved at the time by the
     Trustee in accordance with Section 6.01(a), and as to the approximate cost
     of mailing to such Holders the form of proxy or other communication, if
     any, specified in such application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder of a Security of such Series or all Holders of Securities,
as the case may be, whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with Section 6.01(a), a copy
of the form of proxy or other communication that is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless, within five days after such tender, the Trustee shall mail
to such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
of Securities of such Series or all Securities, as the case may be, or would be
in violation of applicable law. Such written statement shall specify the basis
of such opinion. If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders of Securities with reasonable promptness after
the entry of such order and the renewal of such tender; otherwise, the Trustee
shall be relieved of any obligation or duty to such applicants respecting their
application.

     (c)  Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that none of the Company, the Trustee, any
Authenticating Agent, any Payment Agent or any Registrar shall be held
accountable by reason of the disclosure of any information as to the names and
addresses of the Holders of Securities in accordance with Section 6.01 or TIA
(S)312, regardless of the source from which such information was derived, and
that the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under this Section 6.01 or TIA (S)312(b).

     (d)  Holders may communicate pursuant to TIA (S)312(b) with other Holders
with respect to their rights under this Indenture or the Securities of any
Series issued hereunder. The Company, the Trustee, the Registrar and anyone else
shall have the protection of TIA (S)312(c), and the Trustee shall comply with
TIA (S)312(b) in connection with any such communication.

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<PAGE>

       SECTION 6.02. Reports, Records and Filings by the Trustee.

     (a)  The Trustee shall, within 60 days after May 15 of each year commencing
with the year 2003, mail to each Holder reports concerning the Trustee and its
action under the Indenture as may be required pursuant to Section 313(a) of the
TIA if and to the extent and in the manner provided pursuant thereto. The
Trustee shall comply with TIA (S)313(b)(2) and shall transmit by mail all
reports as required by TIA (S)313(c). The Trustee shall also comply with the
other provisions of Section 313 of the TIA. Reports pursuant to this Section
shall be transmitted by mail (1) to all Holders of Registered Securities, as
their names and addresses appear in the Register, and (2) except in the cases of
reports under Section 313(b)(2) of the TIA, to each Holder of a Security of any
Series whose name and address appear in the information preserved at the time by
the Trustee in accordance with Section 6.01. A copy of each such report shall,
at the time of such transmission to Holders, be filed by the Trustee with each
securities exchange upon which any Securities are listed, and also with the
Commission in accordance with TIA (S)313(d). The Company will notify the Trustee
when any Securities are listed on any securities exchange.

     (b)  The Trustee or the Paying Agent, as applicable, shall be responsible
for (a) obtaining from Holders all Internal Revenue Service forms (and similar
forms under applicable state, local, and foreign tax law) required under
applicable U.S. federal, state, local, or foreign tax law in order to establish
exemptions from or reductions in withholding taxes, (b) preparing, filing with
the applicable taxing authority, and (to the extent required under applicable
tax law) furnishing Holders with copies of, all tax reports or statements with
respect to interest or principal payments on, or redemptions of, Securities
which are required to be prepared, filed, and furnished under applicable U.S.
federal, state, local, or foreign tax law, and (c) withholding and paying over
to the applicable taxing authorities any tax withholdings that are required to
be made under such applicable tax law.

     (c)  The Trustee or the Paying Agent, as applicable, shall maintain all
appropriate records documenting compliance with such requirements until such
time as all applicable periods of limitation for assessing or collecting any
taxes or penalties for failure to comply fully with such requirements have
expired, and shall make such records available, on written request, to the
Company or its authorized representative within a reasonable period of time
after receipt of such request.

       SECTION 6.03. Reports by the Company. The Company will:

     (a)  file with the Trustee, within 15 days after the Company is required to
file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) that the Company is then required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company
is not required to file information, documents or reports pursuant to either of
those sections of the Exchange Act, then the Company will file with the Trustee
and the Commission, in accordance with rules and regulations prescribed from
time to time by the Commission, such of the supplementary and periodic
information, documents and reports that may be required pursuant to

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<PAGE>

Section 13 of the Exchange Act in respect of a Security listed and registered on
a national securities exchange as may be prescribed from time to time in such
rules and regulations;

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

     (c)  transmit by mail to Holders of Securities, in the manner and to the
extent provided in Section 6.02(a), within 30 days after the filing thereof with
the Trustee, such summaries of any information, documents and reports required
to be filed by the Company or pursuant to paragraphs (a) and (b) of this Section
6.03 as may be required by rules and regulations prescribed from time to time by
the Commission.

                                  ARTICLE SEVEN

                         Events of Default and Remedies

       SECTION 7.01. Events of Default. "Event of Default," with respect to any
Series of Securities, wherever used herein, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body), unless it is either inapplicable to a
particular Series or it is specifically deleted or modified in the Supplemental
Indenture, the Board Resolution or Officers' Certificate under which such Series
of Securities is issued or in the form of Security for that Series:

          (i)    the Company fails to pay any interest upon any Security of that
     Series when it becomes due and payable, and such failure continues for a
     period of 30 days; or

          (ii)   the Company fails to pay the principal of, or premium, if any,
     on any Security of that Series at its Maturity; or

          (iii)  with respect to the Securities of that Series, the Company
     fails to perform, or a breach occurs as to any covenant or warranty it is
     obligated to perform or made by the Company in this Indenture with respect
     to the Securities of that Series (other than a covenant or warranty, a
     default in the performance of which or a breach of which is elsewhere in
     this Section specifically dealt with or that has expressly been included in
     this Indenture by means of a Supplemental Indenture solely for the benefit
     of Series of Securities other than that Series), and continuance of such
     failure or breach for a period of 90 days after there has been given, by
     registered or certified mail, to the Company by the Trustee or by the
     Holders of at least 25% in principal amount of the Outstanding Securities
     of that Series a written notice specifying such default or breach and
     requiring it to be remedied and stating that such notice is a "Notice of
     Default" hereunder; or

                                       39

<PAGE>

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

          (v)   the institution by the Company of proceedings to be adjudicated
     a bankrupt, or the consent of the Company to the institution of bankruptcy
     proceedings against it, or the filing by the Company of a petition or
     answer or consent seeking reorganization or relief under the Federal
     Bankruptcy Code or any other applicable Federal, State or foreign
     bankruptcy, insolvency or similar law, or the consent by the Company to the
     filing of any such petition or to the appointment of a receiver,
     liquidator, custodian, assignee, trustee, sequestrator (or other similar
     official) of the Company or of substantially all of its properties; or

          (vi)  any other event or occurrence that is designated to be an Event
     of Default provided with respect to Securities of that Series in the
     Supplemental Indenture, Board Resolution or Resolutions or Series Terms
     Certificate that establishes or evidences the terms of the Securities of
     that Series.

       SECTION 7.02. Acceleration of Maturity; Rescission and Annulment. If an
Event of Default with respect to any Series of Securities for which there are
Securities Outstanding occurs and is continuing, then, and in every such case,
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of such Series may declare the principal of all the
Securities of such Series (or, if the Securities of that Series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in, or determined in accordance with, the terms of that Series) to be
immediately due and payable, by giving a notice in writing to the Company (and
to the Trustee if given by Holders), and upon any such declaration, such amount,
together with accrued interest thereof, shall become immediately due and
payable.

     At any time after such a declaration of acceleration with respect to
Securities of any Series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of such Series by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences, and any
Event of Default giving rise to such declaration shall not be deemed to have
occurred, if:

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

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<PAGE>

                (A)  all overdue installments of interest on all Securities of
          such Series,

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

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

                (D)  all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, the Registrar, any Paying Agent, and their agents and counsel
          and all other amounts due the Trustee under Section 8.07; and

          (ii)  all Events of Default with respect to Securities of that Series,
     other than the nonpayment of the principal of Securities of that Series
     that have become due solely by such declaration of acceleration, have been
     cured or waived as provided in Section 7.13.

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

       SECTION 7.03. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants, that if:

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

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

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

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities and

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<PAGE>

collect the moneys adjudged or decreed to be payable in the manner provided by
law out of the property of the Company or any other obligor upon such
Securities, wherever situated.

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

       SECTION 7.04. Trustee May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of any Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal, premium, if any, or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise:

          (i)    to file and prove a claim for the whole amount of principal,
     (or, in the case of Original Issue Discount Securities, the portion of the
     stated principal of the Original Issue Discount Securities as may be
     provided in the terms thereof) premium, if any, and interest due and unpaid
     in respect of the Securities and to file such other papers or documents as
     may be necessary or advisable in order to have the claims of the Trustee
     (including any claim for the reasonable compensation, expenses,
     disbursements and advances of the Trustee, its agents and counsel and any
     other amounts due the Trustee under Section 8.07) and of the Holders
     allowed in such judicial proceeding;

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

          (iii)  unless prohibited by law or applicable regulations, to vote on
     behalf of the Holders of the Securities in any election of a trustee in
     bankruptcy or other person performing similar functions;

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 to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 8.07.

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

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<PAGE>

        SECTION 7.05. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or under the
Securities of any Series, may be prosecuted and enforced by the Trustee without
the possession of any of the Securities of such Series or the production thereof
in any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and any other amounts due the Trustee under Section 8.07, be for the
ratable benefit of the Holders of the Securities of such Series in respect of
which such judgment has been recovered.

        SECTION 7.06. Application of Money Collected. Any money collected by
the Trustee with respect to a Series of Securities pursuant to this Article
shall be applied in the following order at the date or dates fixed by the
Trustee, and, in case of the distribution of such money on account of principal,
premium, if any, or interest, upon presentation of the Securities of that
Series, and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

          FIRST: To the payment of all amounts due the Trustee under Section
     8.07 with respect to the Securities of that Series;

          SECOND: To the payment of the amounts then due and unpaid upon the
     Securities of that Series for principal, premium, if any, and interest 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 Securities of that Series, for principal,
     premium, if any, and interest, respectively. The Holders of each Series of
     Securities denominated in any composite currency or a Foreign Currency
     shall be entitled to receive a ratable portion of the amount determined by
     the Exchange Rate Agent by converting the principal amount Outstanding of
     that Series of Securities and matured but unpaid interest on such Series of
     Securities in the currency in that Series of Securities denominated into
     Dollars at the Exchange Rate as of the Business Day immediately preceding
     the date of payment; and

          THIRD: The balance, if any, to the Company.

        SECTION 7.07. Limitation on Suits. No Holder of any Security of any
Series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless:

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

          (ii) the Holders of not less than 25% in principal amount of the
     Outstanding Securities of such Series 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;

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<PAGE>

          (iii) 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;

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

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

it being understood and intended that no one or more Holders of Securities of
such Series shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the
rights of any other Holders of Securities of such Series or to obtain or to seek
to obtain priority or preference over any other such Holders or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all the Holders of Securities of such Series.

        SECTION 7.08. Unconditional Right of Holders To Receive Principal,
Premium and Interest. Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, that is absolute and unconditional,
to receive payment of the principal of, premium, if any, and, subject to Section
3.08, interest on such Security on the respective Stated Maturities expressed in
such Security or, in the case of redemption or repurchase on the Redemption Date
or Repurchase Date and to institute suit for the enforcement of such payment,
and such rights shall not be impaired without the consent of such Holder.

        SECTION 7.09. Restoration of Rights and Remedies. If the Trustee or any
Holder of a Security has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case the Company, the Trustee and the
Holders shall, subject to any determination in such proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.

        SECTION 7.10. Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, lost,
destroyed or stolen Securities in the last paragraph of Section 3.07, no right
or remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

        SECTION 7.11. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Security 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

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<PAGE>

the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

        SECTION 7.12. Control by Holders. The Holders of a majority in principal
amount of the Outstanding Securities of any Series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to the Securities of such Series; provided that:

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

          (ii)  the Trustee shall not determine that the action so directed
     would be unjustly prejudicial to the Holders not taking part in such
     direction;

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

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

        SECTION 7.13. Waiver of Past Defaults. The Holders of a majority in
principal amount of the Outstanding Securities of any Series may on behalf of
the Holders of all the Securities of such Series waive any past default
hereunder and its consequences, except a default not theretofore cured:

          (i)   in the payment of the principal of, premium, if any, or interest
     on any Security of such Series; or

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

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

        SECTION 7.14. Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section 7.14

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<PAGE>

shall not apply to any suit instituted by the Company, to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in principal amount of the Outstanding Securities
of any Series, or to any suit instituted by any Holder of Securities for the
enforcement of the payment of the principal of, premium, if any, or interest on
any Security on or after the respective Stated Maturities expressed in that
Security (or, in the case of redemption or repurchase, on or after the
Redemption Date or Repurchase Date).

        SECTION 7.15. Waiver of Stay or Extension Laws. The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture. 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.

                                  ARTICLE EIGHT

                                   The Trustee

        SECTION 8.01. Certain Duties and Responsibilities. (i) Except during the
continuance of an Event of Default with respect to any Series of Securities:

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

               (b)  in the absence of bad faith on its part, the Trustee may
          conclusively rely with respect to that Series, 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
          certificate or opinions that by any provision hereof are specifically
          required to be furnished to the Trustee, the Trustee shall be under a
          duty to examine the same to determine whether or not they conform as
          to form to the requirements of this Indenture.

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

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

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          (a)  this Section 8.01(iii) shall not be construed to limit the effect
     of Section 8.01(i);

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

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

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

          (iv) Whether or not therein expressly so provided, every provision of
     this Indenture relating to the conduct or affecting the liability of or
     affording protection to the Trustee shall be subject to the provisions of
     this Section 8.01.

        SECTION 8.02. Notice of Default. Within 90 days after the occurrence of
any default hereunder with respect to Securities of any Series, the Trustee
shall transmit by mail to all Holders of Securities of such Series entitled to
receive reports pursuant to Section 6.02(a) notice of such default hereunder
known to the Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the
principal of, premium, if any, or interest on any Security of such Series, or in
the payment of any sinking fund installment with respect to Securities of such
Series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders of
Securities of such Series. For the purpose of this Section 8.02, the term
"default," with respect to Securities of any Series, means any event that is, or
after notice or lapse of time, or both, would become, an Event of Default with
respect to Securities of such Series.

        SECTION 8.03. Certain Rights of Trustee. Except as otherwise provided in
Section 8.01:

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

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

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

          (iv)    the Trustee may consult with counsel 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;

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

          (vi)    the Trustee shall not be bound to make any investigation into
     the facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, security or other paper or document, but the Trustee, in its
     discretion, may make 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 and, if so requested to do so by any of the Holders, at the sole
     cost and expense of the Holders;

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

          (viii)  the Trustee shall not be charged with knowledge of any default
     (as defined in Section 8.02) or Event of Default unless either (1) a
     Responsible Officer of the Trustee shall have actual knowledge of such
     default or Event of Default or (2) written notice of such default or Event
     of Default shall have been given to the Trustee by the Company or any
     Holder;

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

          (x)     in the event that the Trustee is also acting as Paying Agent,
     Authenticating Agent or Registrar hereunder, the rights and protections
     afforded to the Trustee pursuant

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     to this Article Eight shall also be afforded to such Paying Agent,
     Authenticating Agent or Registrar.

        SECTION 8.04. Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

        SECTION 8.05. May Hold Securities. The Trustee, any Authenticating
Agent, any Paying Agent, the Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 8.08 and 8.13, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Registrar or such other agent.

        SECTION 8.06. Money Held in Trust. Money held by the Trustee 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 in writing with the Company.

        SECTION 8.07. Compensation and Reimbursement. The Company agrees:

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

          (ii)  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 and relating to Securities issued by the Company
     (including the reasonable compensation and the expenses and disbursements
     of its agents and counsel), except any such expense, disbursement or
     advance as may be attributable to the Trustee's negligence or bad faith;
     and

          (iii) to indemnify the Trustee for, and to hold it harmless against,
     any loss, liability or expense incurred without negligence or bad faith on
     the Trustee's part, arising out of or in connection with the acceptance or
     administration of this trust in connection with the Securities of the
     Company, including the costs 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, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee in connection with the
Securities of the Company as such, except funds held in trust for the payment of
principal of, premium, if any, or interest on particular Securities.

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     Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 7.01(iv) or (v) as to
the Securities of a Series, the expenses (including the reasonable fees and
expenses of its counsel) and the compensation for the services are intended to
constitute expenses of administration in connection with the Securities of the
Company under any applicable bankruptcy, insolvency or other similar law.

     The obligations of the Company set forth in this Section 8.07 and any lien
arising hereunder shall survive the resignation or removal of any Trustee, the
discharge of the Company's obligations pursuant to Article Eleven of this
Indenture and the termination of this Indenture and the repayment of the
Securities whether at the Stated Maturity or otherwise.

        SECTION 8.08. Disqualification; Conflicting Interests. If the Trustee
has or shall acquire a conflicting interest within the meaning of Section 310(b)
of the TIA, the Trustee shall either eliminate such conflicting interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, the TIA and this Indenture. To the extent permitted by the TIA,
the Trustee shall not be deemed to have a conflicting interest with respect to
the Securities of any Series by virtue of being Trustee with respect to the
Securities of any particular Series of Securities other than that Series.

        SECTION 8.09. Corporate Trustee Required; Eligibility. There shall at
all times be a Trustee with respect to each Series of Securities hereunder that
shall 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 exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000, subject to supervision or examination by
Federal or State authority; provided, however, that if Section 310(a) of the TIA
or the rules and regulations of the Commission under the TIA at any time permit
a corporation organized and doing business under the laws of any other
jurisdiction to serve as trustee of an Indenture qualified under the TIA, this
Section 8.09 shall be automatically deemed amended to permit a corporation
organized and doing business under the laws of any such jurisdiction to serve as
Trustee hereunder. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 8.09, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. Neither the Company nor any person directly or indirectly
controlling, controlled by or under common control with the Company may serve as
Trustee. If at any time the Trustee with respect to any Series of Securities
shall cease to be eligible in accordance with the provisions of this Section
8.09, it shall resign immediately in the manner and with the effect hereinafter
specified in this Article Eight. The Trustee is subject to TIA (S)310(b),
including the optional provision permitted by the second sentence of TIA
(S)310(b)(9). The Trustee and any successor Trustee shall always satisfy the
requirements of TIA (S)310(a)(1), (2) and (5).

        SECTION 8.10. Resignation and Removal; Appointment of Successor Trustee.

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

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<PAGE>

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

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

          (iv)  If at any time:

                (a)  the Trustee shall fail to comply with Section 8.08 with
          respect to any Series of Securities after written request therefor by
          the Company or by any Holder who has been a bona fide Holder of a
          Security of such Series for at least six months; or

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

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

     then, in any such case, (1) the Company by a Board Resolution may remove
     the Trustee with respect to such Series, or (2) subject to Section 7.14,
     any Holder who has been a bona fide Holder of a Security of such Series for
     at least six months may, on behalf of himself and all others similarly
     situated, petition any court of competent jurisdiction for the removal of
     the Trustee and the appointment of a successor Trustee with respect to such
     Series.

          (v)   If the Trustee shall resign, be removed or become incapable of
     acting with respect to any Series of Securities, or if a vacancy shall
     occur in the office of the Trustee with respect to any Series of Securities
     for any cause, the Company, by a Board Resolution, shall promptly appoint a
     successor Trustee or Trustees with respect to the Securities of that or
     those Series (it being understood that any such successor Trustee may be
     appointed with respect to the Securities of one or more or all of such
     Series and that at any time there shall be only one Trustee with respect to
     the Securities of any particular Series) and shall comply with the
     applicable requirements of Section 8.11. If, within one year after such
     resignation, removal or incapability, or the occurrence of such vacancy, a
     successor Trustee with respect to such Series of Securities shall be
     appointed by the Act of the Holders of a majority in principal amount of
     the Outstanding Securities of such Series delivered to the Company and the
     retiring Trustee with respect to such Series, the successor Trustee so
     appointed shall, forthwith upon its acceptance of such

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<PAGE>

     appointment, become the successor Trustee with respect to such Series and
     to that extent supersede the successor Trustee appointed by the Company
     with respect to such Series. If no successor Trustee with respect to such
     Series shall have been so appointed by the Company or the Holders of
     Securities of such Series and accepted appointment in the manner
     hereinafter provided, any Holder who has been a bona fide Holder of a
     Security of such Series for at least six months may, on behalf of himself
     and all others similarly situated, petition any court of competent
     jurisdiction for the appointment of a successor Trustee with respect to
     such Series.

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

        SECTION 8.11. Acceptance of Appointment by Successor Trustee. (i) In the
case of the appointment hereunder of a successor Trustee with respect to any
Series of Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective with respect to all or any Series as to
that it is resigning as Trustee, and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to all or any such Series; but,
on request of the Company or such 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 such retiring
Trustee with respect to all or any such Series; and shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such
retiring Trustee hereunder with respect to all or any such Series, subject
nevertheless to its lien, if any, provided for in Section 8.07.

          (ii)  In case of the appointment hereunder of a successor Trustee with
     respect to the Securities of one or more (but not all) Series, the Company,
     the retiring Trustee and each successor Trustee with respect to the
     Securities of one or more Series shall execute and deliver a Supplemental
     Indenture wherein each successor Trustee shall accept such appointment and
     that (a) shall contain such provisions as shall be necessary or desirable
     to transfer and confirm to, and to vest in, each successor Trustee all the
     rights, powers, trusts and duties of the retiring Trustee with respect to
     the Securities of that or those Series to which the appointment of such
     successor Trustee relates, (b) if the retiring Trustee is not retiring with
     respect to all Series of Securities, shall contain such provisions as shall
     be deemed necessary or desirable to confirm that all the rights, powers,
     trusts and duties of the retiring Trustee with respect to the Securities of
     that or those Series as to which the retiring Trustee is not retiring shall
     continue to be vested in the retiring Trustee, and (c) shall add to or
     change any of the provisions of this Indenture as shall be necessary to
     provide for or facilitate the administration of the trusts hereunder by
     more than one Trustee, it being understood that nothing herein or in such
     Supplemental Indenture shall constitute such Trustee's co-trustees of the
     same trust and

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<PAGE>

     that each such Trustee shall be trustee of a trust or trusts hereunder
     separate and apart from any trust or trusts hereunder administered by any
     other such Trustee; and upon the execution and delivery of such
     Supplemental Indenture the resignation or removal of the retiring Trustee
     shall become effective to the extent provided therein and each such
     successor Trustee, without any further act, deed or conveyance, shall
     become vested with all the rights, powers, trusts and duties of the
     retiring Trustee with respect to the Securities of that or those Series to
     which the appointment of such successor Trustee relates; but, on request of
     the Company or any successor Trustee, such retiring Trustee shall duly
     assign, transfer and deliver to such successor Trustee all property and
     money held by such retiring Trustee hereunder with respect to the
     Securities of that or those Series to which the appointment of such
     successor Trustee relates, subject nevertheless to its lien, if any,
     provided for in Section 8.07.

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

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

        SECTION 8.12. Merger, Conversion, Consolidation or Succession to
Business of Trustee. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party or any corporation succeeding to all or substantially all of the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder;
provided that 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 Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

        SECTION 8.13. Preferential Collection of Claims Against the Company. The
Trustee is and shall be subject to the provisions of TIA (S)311(a). There shall
be excluded from the operation of TIA (S)311(a) for all purposes, each creditor
relationship described or listed in TIA (S)311(b). A Trustee that has resigned
or been removed shall be subject to and shall comply with TIA (S)311(a) to the
extent required thereby.

        SECTION 8.14. Appointment of Authenticating Agents. The Trustee may
appoint an Authenticating Agent or Agents, that may include any Affiliate of the
Company, with respect to one or more Series of Securities. Such Authenticating
Agent or Agents shall, at the option of the Trustee, be authorized to act on
behalf of the Trustee to authenticate Securities of such Series issued upon
original issuance, exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.07, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by

                                       53

<PAGE>

the Trustee hereunder. Whenever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication or the delivery of Securities to the Trustee for
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent, a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent and
delivery of Securities to the Authenticating Agent on behalf of the Trustee.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation 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. Notwithstanding the foregoing, an Authenticating
Agent located outside the United States may be appointed by the Trustee if
previously approved in writing by the Company and if such Authenticating Agent
meets the minimum capitalization requirements of this Section 8.14. 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 (and upon
request by the Company shall) terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company.
Upon receiving such a notice of resignation or upon such termination, or in case
at any time such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent that shall be acceptable to the Company. 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.

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

     This is one of the Securities of the Series designated as set forth in the
within-mentioned Indenture that is issued under the within-mentioned Indenture.

                                       54

<PAGE>

                                        BANK ONE TRUST COMPANY, NA,
                                        as Trustee,

                                        By______________________________________
                                                  Authenticating Agent

                                        By______________________________________
                                                  Authorized Signatory

                                  ARTICLE NINE

                             Supplemental Indentures

        SECTION 9.01. Supplemental Indentures Without Consent of Holders.
Without the consent of any Holder of any Securities, 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 Supplemental Indentures, in form satisfactory
to the Trustee, for any of the following purposes:

          (i)   to evidence the succession of another corporation or Person to
     the Company, and the assumption by any such successor of the covenants of
     the Company herein and in the Securities contained; or

          (ii)  to evidence and provide for the acceptance of appointment by
     another corporation as a successor Trustee hereunder with respect to one or
     more Series of Securities and to add to or change any of the provisions of
     this Indenture as shall be necessary to provide for or facilitate the
     administration of the trusts hereunder by more than one Trustee, pursuant
     to Section 8.11; or

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

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

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

          (vi)  to add to, change or eliminate any of the provisions of this
     Indenture; provided that any such addition, change or elimination (a) shall
     become effective only when there is no Security Outstanding of any Series
     created prior to the execution of such

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<PAGE>

     Supplemental Indenture that is adversely affected by such change in or
     elimination of such provision or (b) shall not apply to any Securities
     Outstanding; or

          (vii)  to establish the form or terms of Securities of any Series as
     permitted by Sections 2.02 and 3.01; or

          (viii) to evidence any changes to Section 8.09 as permitted by the
     terms thereof; or

          (ix)   to comply with requirements of the Commission in order to
     effect or maintain the qualification of this Indenture under the TIA; or

          (x)    to add to or change or eliminate any provision of this
     Indenture as shall be necessary or desirable in accordance with any
     amendments to the TIA; provided such action shall not adversely affect the
     interest of Holders of Securities of any Series.

       SECTION 9.02. Supplemental Indentures With Consent of Holders. (a) With
the consent of the Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities of all Series affected by such Supplemental
Indenture or Indentures (acting as one class), 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 Supplemental Indenture
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders of Securities of each such Series under this
Indenture; provided, however, that no such Supplemental Indenture shall, without
the consent of the Holder of each Outstanding Security affected thereby:

          (i)    change the Maturity of the principal of, or the Stated Maturity
     of any installment of interest (or premium, if any) on, any Security, or
     reduce the principal amount thereof or any premium thereon or the rate of
     interest thereon or change the method or methods for determining the rate
     of interest thereon or change the obligation of the Company to pay
     additional amounts pursuant to Section 5.04 (except as contemplated by
     Section 10.01(i) and permitted by Section 9.01), or reduce the amount of
     the principal of an Original Issue Discount Security that would be due and
     payable upon a declaration of acceleration of the Maturity thereof pursuant
     to Section 7.02 or a repurchase or redemption of any Securities affected,
     or change the method of calculating interest thereon or the coin or
     currency in which any Security, premium, if any, thereon, or the interest
     thereon is payable, or reduce the minimum rate of interest thereon, or
     impair the right to institute suit for the enforcement of any such payment
     on or after the Stated Maturity thereof (or, in the case of redemption or
     repurchase on or after the Redemption Date or Repurchase Date);

          (ii)   reduce the percentage in principal amount of the Outstanding
     Securities of any Series, the consent of whose Holders is required for any
     such Supplemental Indenture or the consent of whose Holders is required for
     any waiver of certain defaults hereunder and their consequences) provided
     for in this Indenture or reduce the requirements of Section 14.04 for a
     quorum;

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<PAGE>

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

          (iv)  modify any of the provisions of this Section 9.02 or Section
     7.13, except to increase any such percentage or to provide that certain
     other provisions of this Indenture cannot be modified or waived.

     (b)  It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed Supplemental Indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

     (c)  A Supplemental Indenture that changes or eliminates any covenant or
other provision of this Indenture that has expressly been included solely for
the benefit of one or more particular Series of Securities, or that modifies the
rights of the Holders of Securities of such Series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other Series.

        SECTION 9.03. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any Supplemental Indenture permitted
by this Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
8.01) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such Supplemental Indenture is authorized or permitted by
and complies with this Indenture. The Trustee may, but shall not be obligated
to, enter into any such Supplemental Indenture that affects the Trustee's own
rights, liabilities, duties or immunities under this Indenture or otherwise.

        SECTION 9.04. Effect of Supplemental Indentures. Upon the execution of
any Supplemental Indenture under this Article Nine, 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 Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

        SECTION 9.05. Conformity with Trust Indenture Act. Every Supplemental
Indenture executed pursuant to this Article Nine shall conform to the
requirements of the TIA as then in effect.

        SECTION 9.06. Reference in Securities to Supplemental Indentures.
Securities authenticated and delivered after the execution of any Supplemental
Indenture pursuant to this Article Nine 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 Securities so modified as to conform, in the opinion of the Trustee and the
Company, to any such Supplemental Indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.

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                                  ARTICLE TEN

           Amalgamation, Consolidation, Merger, Conveyance or Transfer

        SECTION 10.01. Company May Consolidate Only on Certain Terms. So long as
any Security remains Outstanding, the Company shall not amalgamate or
consolidate with or merge into any other corporation or convey or transfer its
properties and assets substantially as an entirety to any Person or enter into
any reorganization or arrangement, unless:

          (i)   the Company shall be the surviving or continuing entity or the
     Person formed by such amalgamation, consolidation or into which the Company
     is merged or the Person that acquires by conveyance or transfer the
     properties and assets of the Company substantially as an entirety is an
     entity organized under the laws of a state of the United States of America,
     and the Company has delivered to the Trustee (x) an Opinion of Counsel to
     the effect that Holders will not recognize income, gain or loss for federal
     income tax purposes as a result of such amalgamation, consolidation,
     merger, conveyance or transfer transaction involving the Company, and will
     be subject to Federal income tax on the same amount and in the same manner
     and at the same times as would have been the case if such transaction had
     not been effected, which Opinion of Counsel shall be based upon (and
     accompanied by a copy of) a ruling of the Internal Revenue Service to the
     same effect unless there has been a change in applicable Federal income tax
     law after the Closing Date such that a ruling is no longer required or (y)
     a ruling directed to the Trustee received from the Internal Revenue Service
     to the same effect as the aforementioned Opinion of Counsel;

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

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

     SECTION 10.02 Successor Corporation Substituted. Upon any amalgamation,
consolidation, merger, reorganization or arrangement or any conveyance or
transfer of the properties and assets of the Company substantially as an
entirety in accordance with Section 10.01, the successor Person formed by such
amalgamation or consolidation or into which the Company is merged or to which
such conveyance or transfer is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company, as the case may be,
under this Indenture with the same effect as if such successor Person had been
named as the Company herein. In the event of any such conveyance or transfer,
the Company, as the predecessor corporation, shall be relieved of all
obligations and covenants under this Indenture and the Securities, and may be
dissolved, wound up and liquidated at any time thereafter. Such successor Person
thereupon may cause to be signed, and may issue either in its own name or in the
name of the Company, any or all of Securities of any Series issuable hereunder
which

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<PAGE>

theretofore shall not have been signed by the Company and delivered to the
Trustee. All Securities so issued shall in all respects have the same legal rank
and benefit under this Indenture as Securities theretofore or thereafter issued
in accordance with the terms of this Indenture as though all of such Securities
had been issued, or annexed, or endorsed at the date of the execution hereof.

                                 ARTICLE ELEVEN

                           Satisfaction and Discharge

        SECTION 11.01. Option to Effect Legal Defeasance or Covenant Defeasance.

     The Company may, at the option of the Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 11.02 or 11.03 be applied to all outstanding Securities of all
Series or any Series upon compliance with the conditions set forth below in this
Article Eleven.

        SECTION 11.02. Legal Defeasance and Discharge. Upon the Company's
exercise under Section 11.01 of the option applicable to this Section 11.02 as
to the outstanding Securities of all Series or any Series, the Company, as
applicable, shall, subject to the satisfaction of the applicable conditions set
forth in Section 11.04, be deemed to have been discharged from its obligations
with respect to all outstanding Securities as to which the option provided in
Section 11.01 is exercised, on the date the conditions set forth below are
satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance
means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such outstanding Securities, which shall thereafter
be deemed to be "outstanding" only for the purposes of Section 11.05, Section
11.09 and the other Sections of this Indenture referred to below, and to have
satisfied all its other obligations under such Securities and this Indenture
(and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following provisions
which shall survive until otherwise terminated or discharged hereunder: (a) the
rights of Holders of outstanding Securities to receive solely from the trust
fund described in Section 11.04, and as more fully set forth in such Section,
payments in respect of the principal of, premium, if any, and interest and
Additional Interest, if any, on such Securities when such payments are due, (b)
the Company's obligations with respect to such Securities under Article Three
and Section 5.02, (c) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and the Company's obligations in connection therewith and (d)
this Article Eleven. Subject to compliance with this Article Eleven, the Company
may exercise its option under this Section 11.02 notwithstanding the prior
exercise of its option under Section 11.03.

        SECTION 11.03. Covenant Defeasance. Upon the Company's exercise under
Section 11.01 of the option applicable to this Section 11.03 as to the
outstanding Securities of all Series or any Series, subject to the satisfaction
of the applicable conditions set forth in Section 11.04, the Company shall be
released from its respective obligations under Section 5.06, in each case on and
after the date the conditions set forth below are satisfied as to those
Securities as to which that option is exercised (hereinafter, "Covenant
Defeasance"), and such

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<PAGE>

Securities shall thereafter be deemed not "outstanding" for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Securities shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Securities of any Series as to which the Covenant Defeasance has
occurred, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 7.01(iii),
but, except as specified above, the remainder of this Indenture and such
Securities shall be unaffected thereby. In addition, upon the Company's exercise
under Section 11.01 of the option applicable to this Section 11.03, subject to
the satisfaction of the applicable conditions set forth in Section 11.04,
Section 7.01(iii) shall not constitute Events of Default.

        SECTION 11.04. Conditions to Legal or Covenant Defeasance. The following
shall be the conditions to the application of either Section 11.02 or 11.03 to
the outstanding Securities:

     In order to exercise either Legal Defeasance or Covenant Defeasance:

          (1)  the Company must irrevocably deposit or cause to be deposited
with the Trustee, in trust, for the benefit of the Holders of the Securities as
to which Legal Defeasance or Covenant Defeasance will occur, moneys (which shall
be United States legal tender except to the extent necessary to provide for the
payment of any Series of Securities that is denominated in a currency other than
United States dollars, in which case such moneys shall include such other
currency) and Government Securities (or to the extent that a Series of
Securities is denominated in a currency other than United States dollars,
equivalent securities issued by a government, governmental agency or central
bank of the country in whose currency the Series of Securities is denominated
that are backed by the full faith and credit of the government of that country)
or a combination thereof, in such amounts as will be sufficient, in the opinion
of a nationally recognized firm of independent public accountants, to pay the
principal of, premium, if any, interest on such Securities on the Stated
Maturity for payment thereof or on the redemption date of such principal or
installment of principal of, premium, if any, or interest on such Securities
(and the Company must specify whether the Securities are being defeased to
maturity or to a particular redemption date), and the Holders of such Securities
must have a valid, perfected, exclusive security interest in such trust;

          (2)  in the case of an election under Section 11.02, the Company shall
have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by the Internal Revenue Service, a
ruling or (B) since the date of this Indenture, there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of such
Securities will not recognize income, gain or loss for Federal income tax
purposes as a result of such Legal Defeasance and will be

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<PAGE>

subject to Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Legal Defeasance had not
occurred;

          (3)  in the case of an election under Section 11.03, the Company shall
have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to such Trustee confirming that the Holders of such
Securities will not recognize income, gain or loss for Federal income tax
purposes as a result of such Covenant Defeasance and will be subject to Federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;

          (4)  no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit);

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

          (6)  the Company shall have delivered to the Trustee an Opinion of
Counsel in the United States reasonably acceptable to such Trustee confirming
that, after the 91st day following such deposit, the deposited funds will not be
part of any "estate" formed by the bankruptcy of the Company or subject to the
"automatic stay" under the Bankruptcy Code or, in the case of Covenant
Defeasance, will be subject to a first priority Lien in favor of the Trustee for
the benefit of the Holders;

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

          (8)  the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that the conditions
precedent provided for in such documents have been complied with.

     If the funds deposited with the Trustee to effect Covenant Defeasance are
insufficient to pay the principal of, premium, if any, and interest on the
Securities when due, then the obligations of the Company under this Indenture
will be revived, no such defeasance shall be deemed to have occurred and, at the
request of the Company, the Trustee will return to the Company the funds
deposited by the Company to effect the Covenant Defeasance.

          SECTION 11.05. Deposited Money and Government Securities to be Held in
Trust; Other Miscellaneous Provisions. Subject to Section 11.06, all moneys and
Government Securities (and any foreign government securities) (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 11.05, the "Trustee") pursuant to
Section 11.04 in respect of outstanding Securities shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
this

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<PAGE>

Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
the Holders of such Securities of all sums due and to become due thereon in
respect of principal, premium, if any, and interest (and Additional Interest, if
any), but such money need not be segregated from other funds except to the
extent required by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or Government Securities
deposited pursuant to Section 11.04 or the principal and interest received in
respect thereof, other than any such tax, fee or other charge which by law is
for the account of the Holders of the outstanding Securities.

     Anything in this Article Eleven to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or Government Securities held by it as provided in
Section 11.04 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
11.04), are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

          SECTION 11.06. Repayment to the Company. Any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of, premium, if any, or interest on any Security and
remaining unclaimed for two years after such principal, and premium, if any, or
interest has become due and payable shall be paid to the Company on its written
request or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as a 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 the New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

          SECTION 11.07. Reinstatement. If the Trustee or Paying Agent is unable
to apply any moneys, Government Securities or other securities that have been
deposited pursuant to Section 11.04 in accordance with Section 11.02 or 11.03,
as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the
Securities as to which the option under Section 11.01 is exercised shall be
revived and reinstated as though no deposit had occurred pursuant to Section
11.04, until such time as the Trustee or Paying Agent is permitted to apply all
such moneys, Government Securities or other securities in accordance with
Section 11.02 or 11.03, as the case may be; provided, however, that, if the
Company makes any payment of principal of, premium, if any, or interest on any
Security following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the moneys, Government Securities or other securities held by the
Trustee or Paying Agent.

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<PAGE>

          SECTION 11.08. Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Securities as provided in Sections 3.06
and 3.07 and in the Securities, all rights to receive payments thereof or
thereon as provided in Sections 3.08 and 5.01 and otherwise in this Indenture
and in the Securities and any right to receive additional amounts as provided in
Section 5.04), and the Trustee, on receipt of a Company Request and at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to the Company, when:

          (i)   either

                (a)  all Securities theretofore authenticated and delivered
          (other than (1) Securities that have been destroyed, lost or stolen
          and which have been replaced or paid as provided in Section 3.07, and
          (2) Securities for whose payment money has theretofore been deposited
          in trust or segregated and held in trust by the Company and thereafter
          repaid to the Company or discharged from such trust, as provided in
          Section 5.03) have been delivered to the Trustee for cancellation; or

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

                    (1)  have become due and payable, or

                    (2)  will become due and payable at their Maturity within 60
                days, or

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

          and the Company, in the case of clause (b) (1), (2) or (3) above, has
          deposited or caused to be deposited with the Trustee, as trust funds
          in trust for that purpose, an amount sufficient to pay and discharge
          the entire indebtedness on such Securities not theretofore delivered
          to the Trustee for cancellation, for principal, premium, if any, and
          interest to the date of such deposit (in the case of Securities that
          have become due and payable), or to the Maturity or Redemption Date,
          as the case may be;

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

          (iii) no Default or Event of Default shall have occurred and be
     continuing; and

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

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<PAGE>

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 8.07 and, if money shall
have been deposited with the Trustee pursuant to clause (i)(b) of this Section
11.08, the obligations of the Trustee under Section 11.02 and the last paragraph
of Section 5.03 shall survive.

          SECTION 11.09. Application of Trust Money. Subject to the provisions
of the last paragraph of Section 5.03, all money deposited with the Trustee
pursuant to Section 11.01 shall be held in trust and applied by it, in
accordance with the provisions of the Securities 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, premium, if any, and interest for whose
payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.

                                 ARTICLE TWELVE

         Immunity of Incorporators, Stockholders, Officers and Directors

          SECTION 12.01. Exemption from Individual Liability. No recourse under
or upon any obligation, covenant or agreement of this Indenture, or of any
Security, or for any claim based thereon or otherwise in respect thereof, shall
be had against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation, either
directly or through the Company, whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or penalty or otherwise;
it being expressly understood that this Indenture and the obligations issued
hereunder are solely corporate obligations of the Company, and that no such
personal liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers or directors, as such, of the Company or
of any successor corporation, or any of them, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities
or implied therefrom; and that any and all such personal liability, either at
common law or in equity or by constitution or statute, of, and any and all such
rights and claims against, every such incorporator, stockholder, officer or
director, as such, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or implied therefrom,
are hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issuance of the
Securities.

                                ARTICLE THIRTEEN

                                  Sinking Funds

          SECTION 13.01. Applicability of Article. The provisions of this
Article Thirteen shall be applicable to any sinking fund for the retirement of
Securities of a Series except as otherwise specified in the terms of that Series
as established in accordance with Section 3.01. The minimum amount of any
sinking fund payment provided for by the terms of Securities of any Series is
herein referred to as a "mandatory sinking fund payment," and any payment in

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<PAGE>

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

          SECTION 13.02. Satisfaction of Sinking Fund Payments with Securities.
The Company (i) may deliver Outstanding Securities of a Series (other than any
previously called for redemption), and (ii) may apply as a credit Securities of
a Series that have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such Series required to be made pursuant to the terms of such
Securities as provided for by the terms of such Series; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in or calculated in accordance with such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

          SECTION 13.03. Redemption of Securities for Sinking Fund. Not less
than 60 days prior to each sinking fund payment date for any Series of
Securities, the Company will deliver to the Trustee and the Registrar an
Officers' Certificate specifying (i) the amount of the next ensuing sinking fund
payment for the Securities of that Series pursuant to the terms of the
Securities of that Series, (ii) the portion thereof, if any, that is to be
satisfied by payment of cash and the portion thereof, if any, that is to be
satisfied by delivering and crediting Securities of that Series pursuant to
Section 13.02, and (iii) that none of such Securities has theretofore been so
credited, and stating the basis for such credit, and will also deliver to the
Trustee any Securities to be so delivered. Not less than 30 days before each
sinking fund payment date the Registrar shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
4.03 and cause notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section 4.04. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 4.06 and 4.07 and shall be
subject to Section 4.08.

                                ARTICLE FOURTEEN

                        Meetings of Holders of Securities

          SECTION 14.01. Purposes for Which Meetings May Be Called. A meeting of
Holders of Securities of any Series 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 Act provided by this
Indenture to be made, given or taken by Holders of Securities of such Series.

          SECTION 14.02. Call, Notice and Place of Meetings. (i) The Trustee may
at any time call a meeting of Holders of Securities of any Series for any
purpose specified in Section 14.01, to be held at such time and at such place,
in the Borough of Manhattan, The City of New York, as the Trustee shall
determine. Notice of every meeting of Holders of Securities of any

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<PAGE>

Series, 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.

          (ii) If at any time the Company, pursuant to a Board Resolution, or
     the Holders of at least 10% in principal amount of the Outstanding
     Securities of any such Series shall have requested the Trustee to call a
     meeting of the Holders of Securities of such Series for any purpose
     specified in Section 14.01, by written request setting forth in reasonable
     detail the action proposed to be taken at the meeting, and the Trustee
     shall 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 Securities of such Series in the amount above specified, as the
     case may be, may determine the time and the place in the Borough of
     Manhattan, The City of New York for such meeting and may call such meeting
     for such purposes by giving notice thereof as provided in Section 14.02(i).

          SECTION 14.03. Persons Entitled to Vote at Meetings. To be entitled to
vote at any meeting of Holders of Securities of any Series, a Person shall be
(1) a Holder of one or more Outstanding Securities of such Series, or (2) a
Person appointed by an instrument in writing as proxy for a Holder or Holders of
one or more Outstanding Securities of such Series by such Holder or Holders. The
only Persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any Series 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 14.04. Quorum; Action. The Persons entitled to vote a majority
in principal amount of the Outstanding Securities of a Series shall constitute a
quorum for a meeting of Holders of Securities of such Series; provided, however,
that if any action is to be taken at such meeting with respect to a consent or
waiver which this Indenture expressly provides may be given by the Holders of a
greater percentage in principal amount of the Outstanding Securities of a
Series, the Persons entitled to vote such greater percentage in principal amount
of the Outstanding Securities of such Series shall constitute a quorum. In the
absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Securities
of such Series, be dissolved. In the absence of a quorum 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
chairperson 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 14.02(i), except that such notice need be given only once not less than
five days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such Series that shall constitute a quorum.

     Except as limited by the provisos to Section 9.02, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted

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only by the affirmative vote of the Holders of a majority in principal amount of
the Outstanding Securities of the Series; provided, however, that, except as
limited by the provisos to Section 9.02, any resolution with respect to any
consent or waiver that this Indenture expressly provides may be given by the
Holders of a greater percentage in principal amount of the Outstanding
Securities of a Series may be adopted at a meeting or an adjourned meeting duly
reconvened and at which a quorum is present as aforesaid only by the affirmative
vote of the Holders of such greater percentage in principal amount of the
Outstanding Securities of that Series; and provided further that, except as
limited by the provisos to Section 9.02, any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other Act
that this Indenture expressly provides may be made, given or taken by the
Holders of a specified percentage, that is less than a majority in principal
amount of the Outstanding Securities of a Series 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 Securities of that Series.

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

          SECTION 14.05. Determination of Voting Rights; Conduct and Adjournment
of Meetings.

          (i)   Notwithstanding any other provisions of this Indenture, the
     Trustee may make such reasonable regulations as it may deem advisable for
     any meeting of Holders of Securities of such Series in regard to proof of
     the holding of Securities of such Series and of the appointment of proxies
     and in regard to the appointment and duties of inspectors of votes, the
     submission and examination of proxies, certificates and other evidence of
     the right to vote, and such other matters concerning the conduct of the
     meeting as it shall deem appropriate. Except as otherwise permitted or
     required by any such regulations, the holding of Securities shall be proved
     in the manner specified in Section 1.04, and the appointment of any proxy
     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.

          (ii)  The Trustee shall, by an instrument in writing, appoint a
     temporary chairperson of the meeting, unless the meeting shall have been
     called by the Company or by Holders of Securities as provided in Section
     14.02(ii), in which case the Company or the Holders of Securities of the
     Series calling the meeting, as the case may be, shall in like manner
     appoint a temporary chairperson. A permanent chairperson 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 Securities of
     such Series represented at the meeting.

          (iii) At any meeting, each Holder of a Security of such Series or
     proxy shall be entitled to one vote for each $1,000 principal amount (or
     the equivalent in Euros, any common or composite currency or a Foreign
     Currency) of Securities of such Series held

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     or represented by him; provided, however, that no vote shall be cast or
     counted at any meeting in respect of any Security challenged as not
     Outstanding and ruled by the chairperson of the meeting not to be
     Outstanding. The chairperson of the meeting shall have no right to vote,
     except as a Holder of a Security of such Series or proxy.

          (iv) Any meeting of Holders of Securities of any Series duly called
     pursuant to Section 14.02 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 Securities of such Series represented at the
     meeting; and the meeting may be held as so adjourned without further
     notice.

          SECTION 14.06. Counting Votes and Recording Action of Meetings. The
vote upon any resolution submitted to any meeting of Holders of Securities of
any Series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such Series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such Series held or represented by them. The permanent
chairperson 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, with at least four copies
thereof, of the proceedings of each meeting of Holders of Securities of any
Series 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 14.02 and, if
applicable, Section 14.04. Each copy shall be signed and verified by the
affidavits of the permanent chairperson 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.

                                ARTICLE FIFTEEN

                                  Miscellaneous

          SECTION 15.01. Counterparts. This Indenture may be executed in any
number of counterparts, each of which shall be an original; which taken together
shall constitute but one and the same instrument.

     Bank One Trust Company, NA hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.

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<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.


{SEAL}                                    WAL-MART STORES, INC.

Attest:
                                          By:  /s/ Rick W. Brazile
                                              ----------------------------------
  /s/ Anthony D. George                       Name:  Rick W. Brazile
--------------------------                    Title: Vice President of Planning
                                                     and Analysis

{SEAL}                                    BANK ONE TRUST COMPANY, NA, as Trustee

Attest:
                                          By:   /s/ Benita Pointer
                                              ----------------------------------
  /s/ Janice Ott Rotunno                      Name:  Benita Pointer
--------------------------                    Title: Assistant Vice President

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<PAGE>

STATE OF ARKANSAS        (S)
                         (S)        (S):
COUNTY OF BENTON         (S)

     On December 9, 2002, before me personally came to me known, Rick W.
Brazile, who, being by me duly sworn, did depose and say that he works at 702
S.W. 8th St., Bentonville, Arkansas; that he is Vice President of Planning and
Analysis of WAL-MART STORES, INC., one of the parties described in and which
executed the foregoing instrument; that he knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.


                                                /s/ DeLaine J. Mulligan
                                                -----------------------
                                                       Notary Public


{Notarial Seal}

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<PAGE>

STATE OF ILLINOIS        (S)
                         (S)        (S):
COUNTY OF COOK           (S)

     On December 11, 2002, before me personally appeared Benita A. Pointer, to
me known, who, being by me duly sworn, did depose and say that she works at 55
West Monroe St., 15th Floor, Chicago, Illinois 60670, that she is a Vice
President of BANK ONE TRUST COMPANY, NA, one of the parties described in and
which executed the foregoing instrument; that she knows the corporate seal of
said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that she signed her name thereto by like authority.


                                                /s/ Sheila Sheree Reaves
                                                ------------------------
                                                       Notary Public


{Notarial Seal}

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