Exhibit 4(m)-1


                           SOUTHERN INVESTMENTS UK plc

                                       AND

                       BANKERS TRUST COMPANY, AS TRUSTEE,
              PRINCIPAL PAYING AGENT, REGISTRAR AND TRANSFER AGENT

                                       AND

                         BANKERS TRUST LUXEMBOURG S.A.,
                       AS PAYING AGENT AND TRANSFER AGENT




                        SUBORDINATED DEBENTURE INDENTURE

                          DATED AS OF JANUARY 29, 1997





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                           SOUTHERN INVESTMENTS UK plc
         RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND
         SUBORDINATED DEBENTURE INDENTURE, DATED AS OF JANUARY 29, 1997

                    TRUST INDENTURE
                      ACT SECTION                      INDENTURE SECTION

(S)      310(a)(1).............................................609
            (a)(2).............................................609
            (a)(3)..................................Not Applicable
            (a)(4)..................................Not Applicable
            (b)................................................608
                                                               610
(S)  311(a)....................................................613
         311(b)(4)..........................................613(a)
            (b)(6)..........................................613(b)
(S)      312(a)................................................701
                                                            702(a)
            (c).............................................702(b)
(S)      313(a).............................................703(a)
         313(b).............................................703(b)
         313(c).............................................703(c)
                                                               704
            (d).............................................703(c)
(S)      314(a)..........................................704, 1007
            (b).....................................Not Applicable
            (c)(1).............................................102
            (c)(2).............................................102
            (c)(3)..................................Not Applicable
            (d).....................................Not Applicable
            (e)................................................102
(S)      315(a).............................................601(a)
            (b)................................................602
            (c).............................................601(b)
            (d).............................................601(c)
            (d)(1).......................................601(a)(1)
            (d)(2).......................................601(c)(2)
            (d)(3).......................................601(c)(3)
            (e)................................................514
(S)      316(a)................................................101
            (a)(1)(A)..........................................502
                                                               512
            (a)(1)(B)..........................................513
            (a)(2)..................................Not Applicable
            (b)................................................508
(S)      317(a)(1).............................................503
            (a)(2).............................................504
            (b)...............................................1003
(S)      318(a)................................................107




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                                TABLE OF CONTENTS

                                                                     PAGE

Parties.................................................................1
Recitals of the Company.................................................1



ARTICLE ONE.............................................................2
  DEFINITIONS...........................................................2
     SECTION 101. DEFINITIONS...........................................2
        Act.............................................................3
        Additional Amounts..............................................3
        Additional Amounts..............................................3
        Affiliate.......................................................3
        Allocable Amounts...............................................3
        Authenticating Agent............................................4
        Bearer Security.................................................4
        Board of Directors..............................................4
        Board Resolution................................................4
        Book-Entry Depositary...........................................4
        Book-Entry Interest.............................................4
        Business Day....................................................4
        Capital Securities..............................................4
        Cedel Bank......................................................5
        Commission......................................................5
        Common Securities...............................................5
        Company.........................................................5
        Company Request" or "Company Order..............................5
        Corporate Trust Office..........................................5
        Corporation.....................................................5
        Declaration of Trust............................................5
        Defaulted Interest..............................................6
        Definitive Registered Securities................................6
        Deposit Agreement...............................................6
        Depositary......................................................6
        Distributions...................................................6
        Dollar or $.....................................................6
        DWAC............................................................6
        Euroclear.......................................................6
        Event of Default................................................6
        Exchange Act....................................................7
        Extension Period................................................7
        Global Security.................................................7
        Guarantee.......................................................7
        Holder..........................................................7
        Indenture.......................................................7
        Institutional Trustee...........................................7
        Interest Payment Date...........................................7
        Investment Company Act..........................................7
        Investment Company Event........................................7
        Issuer Trust....................................................8
        Maturity........................................................8
        New Subordinated Debentures.....................................8
        Notice of Default...............................................8
        Officers' Certificate...........................................8
        Opinion of Counsel..............................................8
        Outstanding.....................................................8
        Paying Agent....................................................9
        Person.........................................................10
        Predecessor Security...........................................10
        Principal Paying Agent.........................................10
        Proceeding.....................................................10
        Qualified Institutional Buyer or QIB...........................10
        Redemption Date................................................10
        Redemption Price...............................................10
        Regular Record Date............................................10
        Regular Trustee................................................10
        Regulation S...................................................11
        Regulation S Global Book-Entry Interest........................11
        Relevant Date..................................................11
        Resale Restriction Termination Date............................11
        Responsible Officer............................................11
        Restricted Global Security.....................................11
        Restricted Period..............................................11
        Restricted Securities Legend...................................11
        Restricted Security............................................12
        Rule 144A......................................................12
        Securities Act.................................................12
        Security.......................................................12
        Security Register and Security Registrar.......................12
        Senior Indebtedness............................................12
        Significant Subsidiary.........................................13
        Special Event..................................................13
        Special Record Date............................................13
        Stated Maturity................................................13
        Subordinated Debentures........................................13
        Subsidiary.....................................................13
        Tax Event......................................................14
        Transfer Agent.................................................14
        Trust Indenture Act............................................14
        Trust Securities...............................................15
        Trustee........................................................15
        U.S. Government Obligations....................................15
        Vice President.................................................15
     SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.................15
     SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE...............16
     SECTION 104. ACTS OF HOLDERS......................................17
     SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY................19
     SECTION 106. NOTICE TO HOLDERS OF SECURITIES; WAIVER..............19
     SECTION 107. CONFLICT WITH TRUST INDENTURE ACT....................21
     SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.............21
     SECTION 109. SUCCESSORS AND ASSIGNS...............................21
     SECTION 110. SEPARABILITY CLAUSE..................................21
     SECTION 111. BENEFITS OF INDENTURE................................22
     SECTION 112. GOVERNING LAW........................................22
     SECTION 113. LEGAL HOLIDAYS.......................................22


ARTICLE TWO............................................................22
  SECURITY FORMS.......................................................22
     SECTION 201. SECURITY FORMS GENERALLY.............................22


ARTICLE THREE..........................................................24
  THE SECURITIES.......................................................24
     SECTION 301. TITLE AND TERMS; DENOMINATIONS.......................24
     SECTION 302. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.......25
     SECTION 303. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE..26
     SECTION 304. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.....28
     SECTION 305. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.......29
     SECTION 306. PERSONS DEEMED OWNERS................................31
     SECTION 307. CANCELLATION.........................................32
     SECTION 308. COMPUTATION OF INTEREST..............................32
     SECTION 309. GLOBAL SECURITIES....................................32
     SECTION 310.  Restrictive Legend..................................36
     SECTION 311. Special Transfer Provisions..........................38
     SECTION 312. TEMPORARY SECURITIES.................................42
     SECTION 313. DEFERRALS OF INTEREST PAYMENT DATES..................43
     SECTION 314. NOTICE OF EXTENSION..................................44
     SECTION 316. CUSIP NUMBERS........................................44


ARTICLE FOUR...........................................................45
  SATISFACTION AND DISCHARGE...........................................45
     SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE..............45
     SECTION 402. Application of Trust Money...........................47
     SECTION 403. Satisfaction, Discharge and Defiance of Securities
                  of any Series........................................48


ARTICLE FIVE...........................................................49
  REMEDIES 49
     SECTION 501. EVENTS OF DEFAULT....................................49
     SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT...51
     SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
                  BY TRUSTEE...........................................52
     SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.....................53
     SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
                  SECURITIES...........................................54
     SECTION 506. APPLICATION OF MONEY COLLECTED.......................54
     SECTION 507. LIMITATION ON SUITS..................................55
     SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
                  PREMIUM AND INTEREST.................................56
     SECTION 509. RESTORATION OF RIGHTS AND REMEDIES...................57
     SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.......................57
     SECTION 511. DELAY OR OMISSION NOT WAIVER.........................57
     SECTION 512. CONTROL BY HOLDERS OF SECURITIES.....................58
     SECTION 513. WAIVER OF PAST DEFAULTS..............................58
     SECTION 514. UNDERTAKING FOR COSTS................................58
     SECTION 515. WAIVER OF STAY OR EXTENSION LAWS.....................59


ARTICLE SIX............................................................59
  THE TRUSTEE..........................................................59
     SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES..................60
     SECTION 602. NOTICE OF DEFAULTS...................................61
     SECTION 603. CERTAIN RIGHTS OF TRUSTEE............................61
     SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
                  SECURITIES...........................................63
     SECTION 605. MAY HOLD SECURITIES..................................64
     SECTION 606. MONEY HELD IN TRUST..................................64
     SECTION 607. COMPENSATION AND REIMBURSEMENT.......................64
     SECTION 608. DISQUALIFICATION; CONFLICTING INTERESTS..............65
     SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY..............65
     SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR....66
     SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR...............67
     SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                  BUSINESS.............................................68
     SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY....68
     SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT..................69


ARTICLE SEVEN..........................................................71
  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY....................71
     SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
                  HOLDERS..............................................71
     SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO
                  HOLDERS..............................................72
     SECTION 703. REPORTS BY TRUSTEE...................................72
     SECTION 704. REPORTS BY COMPANY...................................73


ARTICLE EIGHT..........................................................74
  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.................74
     SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.74
     SECTION 802. SUCCESSOR CORPORATION SUBSTITUTED....................75


ARTICLE NINE...........................................................75
  SUPPLEMENTAL INDENTURES..............................................75
     SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS...76
     SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS......77
     SECTION 903. GENERAL PROVISIONS REGARDING SUPPLEMENTAL INDENTURE..78
     SECTION 904. EXECUTION OF SUPPLEMENTAL INDENTURES.................78
     SECTION 905. EFFECT OF SUPPLEMENTAL INDENTURES....................79
     SECTION 906. CONFORMITY WITH TRUST INDENTURE ACT..................79
     SECTION 907. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES...79


ARTICLE TEN............................................................80
  COVENANTS............................................................80
     SECTION 1001. PAYMENT OF PRINCIPAL AND INTEREST...................80
     SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.....................80
     SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST...81
     SECTION 1004. ADDITIONAL AMOUNTS..................................82
     SECTION 1005. CORPORATE EXISTENCE.................................84
     SECTION 1006. LIMITATIONS ON DIVIDEND AND CERTAIN OTHER PAYMENTS..84
     SECTION 1007. STATEMENT AS TO COMPLIANCE..........................85
     SECTION 1008. WAIVER OF CERTAIN COVENANTS.........................85
     SECTION 1009. COVENANTS REGARDING TRUST...........................86


ARTICLE ELEVEN.........................................................86
  REDEMPTION OF SECURITIES.............................................86
     SECTION 1101. OPTIONAL REDEMPTION; CONDITIONS TO OPTIONAL
                   REDEMPTION..........................................86
     SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE...............89
     SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED...90
     SECTION 1104. NOTICE OF REDEMPTION................................91
     SECTION 1105. DEPOSIT OF REDEMPTION PRICE.........................91
     SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE...............91
     SECTION 1107. SECURITIES REDEEMED IN PART.........................92
     SECTION 1108. APPLICABILITY OF ARTICLE............................92


ARTICLE THIRTEEN.......................................................93
  SUBORDINATION........................................................93
     SECTION 1201. SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS.......93
     SECTION 1202. PAYMENT OF PROCEEDS UPON DISSOLUTION, ETC...........93
     SECTION 1203. NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT......95
     SECTION 1204. PAYMENT PERMITTED IF NO DEFAULT.....................96
     SECTION 1205. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR
                   INDEBTEDNESS........................................96
     SECTION 1206. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.........96
     SECTION 1207. TRUSTEE TO EFFECTUATE SUBORDINATION.................97
     SECTION 1208. NO WAIVER OF SUBORDINATION PROVISIONS...............97
     SECTION 1209. TRUST MONEYS NOT SUBORDINATED.......................98
     SECTION 1210. NOTICE TO THE TRUSTEE...............................99
     SECTION 1211. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF
                   LIQUIDATING AGENT..................................100
     SECTION 1212. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR
                   INDEBTEDNESS.......................................100
     SECTION 1213. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS;
                   PRESERVATION OF TRUSTEE'S RIGHTS...................100
     SECTION 1214. ARTICLE APPLICABLE TO PAYING AGENTS................101
     SECTION 1215. RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON
                   SUBORDINATION PROVISIONS...........................101


ARTICLE THIRTEEN......................................................101
  SECURITYHOLDERS' MEETINGS...........................................102
     SECTION 1401.  PURPOSES OF MEETINGS..............................102
     SECTION 1302.  CALL OF MEETINGS BY TRUSTEE.......................102
     SECTION 1303.  CALL OF MEETINGS BY COMPANY OR HOLDERS............103
     SECTION 1304.  QUALIFICATIONS FOR VOTING.........................103
     SECTION 1305.  REGULATIONS.......................................103
     SECTION 1306.  VOTING............................................104


ARTICLE FOURTEEN......................................................105
  MISCELLANEOUS PROVISIONS............................................105
     SECTION 1401. NO RECOURSE AGAINST OTHERS.........................105
     SECTION 1402. SET-OFF............................................105
     SECTION 1403. ASSIGNMENT; BINDING EFFECT.........................106
     SECTION 1404. ADDITIONAL AMOUNTS AND ADDITIONAL SUMS.............106


ARTICLE FIFTEEN.......................................................106
  MISCELLANEOUS.......................................................106
     SECTION  1501. Consent to Jurisdiction; Appointment of Agent to
                    Accept Service of Process.........................106
     SECTION  1502 Counterparts.......................................109





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                        SUBORDINATED DEBENTURE INDENTURE

         THIS SUBORDINATED DEBENTURE INDENTURE is made as of January 29, 1997,
between SOUTHERN INVESTMENTS UK plc, a public limited company incorporated under
the laws of England and Wales (herein called the "Company"), having its
principal office at 800 Park Avenue, Aztec West, Almondsbury, Bristol B512 45E
England, and BANKERS TRUST COMPANY, a banking corporation duly organized and
existing under the laws of the State of New York, having its principal corporate
trust office at Four Albany Street, New York, New York 10006, as Trustee (herein
called the "Trustee") and BANKERS TRUST LUXEMBOURG S.A., as Paying and Transfer
Agent.

                              W I T N E S S E T H:

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of its unsecured subordinated debentures (the "Subordinated
Debentures") and its new unsecured subordinated debentures (the "New
Subordinated Debentures," and together with the Subordinated Debentures, the
"Securities") to be issued in exchange for the Subordinated Debentures;

         WHEREAS, Southern Investments UK Capital Trust I (the "Issuer Trust")
has offered undivided preferred beneficial interests in the assets of such
Issuer Trust (the "Capital Securities") and undivided common beneficial
interests in the assets of such Issuer Trust (the "Common Securities" and,
collectively with the Capital Securities, the "Trust Securities");

         WHEREAS, to provide the terms and conditions upon which the Securities
are to be authenticated, issued and delivered, the Company has duly authorized
the execution of this Indenture; and

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

         NOW, THEREFORE, for and in consideration of the premises and the
purchase of the Securities by the Holders thereof, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the
Securities, as follows:

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.      DEFINITIONS.

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

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

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

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

                  (4) 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;

               (5) a reference to any Person shall  include its  successors  and
          assigns;

                  (6) a reference to any agreement or instrument shall mean such
         agreement or instrument as supplemented, modified, amended or restated
         and in effect from time to time; and

                  (7) a reference to any statute, law, rule or regulation shall
         include any amendments thereto applicable to the relevant Person, and
         any successor statute, law, rule or regulation.

         Certain terms, used principally in Article Six, are defined in that
Article.

         "Act", when used with respect to any Holder of a Security, has the
meaning specified in Section 104.

         "Additional Amounts" shall have the meaning specified in Section 1004.

         "Additional Sums" " means the additional amounts as may be necessary in
order that the amount of any distribution then due and payable by the Issuer
Trust on the outstanding Trust Securities shall not be reduced as a result of
any additional taxes, duties and other governmental charges to which the Issuer
Trust has become subject as a result of a Tax Event.

         "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. Notwithstanding the foregoing, the Issuer Trust shall not be deemed
to be an Affiliate of the Company.

         "Allocable Amounts," when used with respect to any Senior Indebtedness,
means all amounts due or to become due on such Senior Indebtedness less, if
applicable, any amount which would have been paid to, and retained by, the
holders of such Senior Indebtedness (whether as a result of the receipt of
payments by the holders of such Senior Indebtedness from the Company or any
other obligor thereon or from any holders of, or trustee in respect of, other
indebtedness that is subordinate and junior in right of payment to such Senior
Indebtedness pursuant to any provision of such indebtedness for the payment over
of amounts received on account of such indebtedness to the holders of such
Senior Indebtedness or otherwise) but for the fact that such Senior Indebtedness
is subordinate or junior in right of payment to (or subject to a requirement
that amounts received on such Senior Indebtedness be paid over to obligees on)
trade accounts payable or accrued liabilities arising in the ordinary course of
business.

     "Authenticating  Agent"  means any  Person  or  Persons  authorized  by the
Trustee to authenticate the Securities.

         "Bearer Security" means any Security that is payable to bearer.

         "Board of Directors" means either the board of directors of the Company
or any duly authorized committee of the officers and/or directors of the Company
appointed by that board.

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

         "Book-Entry Depositary" means, with respect to the Securities issuable
or issued in whole or in part in the form of one or more Global Securities, the
Person designated as Book-Entry Depositary by the Company pursuant to the
Deposit Agreement and, if so provided, to any successor to such Person.

         "Book-Entry Interest" means a certificateless depositary interest to be
issued by the Book-Entry Depositary to the Issuer Trust or DTC or its successor
as depositary of the Book-Entry Interests as provided in the Deposit Agreement.

         "Business Day" means a day other than (i) a Saturday or a Sunday, (ii)
a day on which banks in New York, New York or Bristol, England are authorized or
obligated by law or executive order to remain closed, or (iii) a day on which
the Trustee's Corporate Trust Office or Institutional Trustee's principal
corporate trust office is closed for business.

     "Capital  Securities"  has the meaning  specified  in the  recitals of this
Indenture.

         "Cedel Bank" means Cedel, Bank, societe anonyme.

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

     "Common  Securities"  has the  meaning  specified  in the  recitals of this
Indenture.

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

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by any Director of the Company and by any
other Director of the Company or its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary or any other officer so authorized, and
delivered to the Trustee.

         "Corporate Trust Office" means the office of the Trustee in the Borough
of Manhattan, New York City, at which at any particular time its corporate trust
business shall be principally administered, which office at the date of
execution of this Indenture is located at Four Albany Street, New York, New York
10006, Attention: Corporate Trust and Agency Group - Public Utilities Group.

         "Corporation" includes corporations, partnerships, limited liability
companies, associations, companies and business trusts.

         "Declaration of Trust" means the Amended and Restated Declaration of
Trust dated as of January 29, 1997 between the Company, as Sponsor, and the
Trustee, Bankers Trust Company, as Institutional Trustee, Bankers Trust
(Delaware), a Delaware corporation, as Delaware Trustee, and two individuals as
Regular Trustees.

         "Defaulted Interest" has the meaning specified in Section 305.

         "Definitive Registered Securities" means any Security that is payable
to a registered owner or registered assignee thereof as registered in the
Security Register.

         "Deposit Agreement" means the deposit agreement dated January 29, 1997,
among the Company, the Book-Entry Depositary and the holders and beneficial
owners from time to time of interests in the Book-Entry Interests.

         "Depositary" means, with respect to Securities issuable or issued as a
Global Security, the Book-Entry Depositary and, with respect to the Book-Entry
Interests the Issuer Trust and after its dissolution, The Depository Trust
Company, New York, New York, or any successor thereto registered as a clearing
agency under the Exchange Act or other applicable statute or regulation, which
in each case, shall be designated by the Company pursuant to Section 309.

         "Distributions," with respect to the Trust Securities issued by the
Issuer Trust, means amounts payable in respect of such Trust Securities as
provided in the Declaration of Trust and referred to therein as "Distributions."

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

         "DWAC" means Deposit and Withdrawal at Custodian Service.

         "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, or its successor as operator of the Euroclear System.

         "Event of Default" has the meaning specified in Section 501.

     "Exchange  Act" means the  Securities  Exchange  Act of 1934 or any statute
successor thereto, in each case as amended from time to time.

         "Extension Period" has the meaning specified in Section 313.

         "Global Security" means a Security in bearer form that is executed by
the Company and authenticated and delivered by the Trustee to the Book-Entry
Depositary or pursuant to the Book-Entry Depositary's instruction.

         "Guarantee" means either of the Capital Securities Guarantee Agreement
or the Common Securities Guarantee Agreement dated as of the date hereof by the
Company for the benefit of the holders from time to time of all or a portion of
the Trust Securities.

         "Holder", when used with respect to any Security, means, in the case of
a Registered Security, the Person in whose name the Security is registered in
the Security Register and, in the case of a Global Security, the bearer thereof.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.

     "Institutional  Trustee"  means  the  Person  designated  as  such  in  the
Declaration of Trust.

         "Interest Payment Date", when used with respect to any installment of
interest on a Security, means the date specified in such Security as the fixed
date on which an installment of interest with respect to the Securities is due
and payable.

     "Investment  Company Act" means the  Investment  Company Act of 1940 or any
successor statute thereto, in each case as amended from time to time.

         "Investment Company Event" means the receipt by the Regular Trustees of
the Issuer Trust of an opinion of nationally recognized independent counsel
experienced in practice under the Investment Company Act to the effect that, as
a result of the occurrence of a change in law or regulation or a change
(including any announced prospective change) in interpretation or application of
law or regulation by any legislative body, court, governmental agency or
regulatory authority, there is more than an insubstantial risk that the Issuer
Trust is or will be considered an "investment company" which is required to be
registered under the Investment Company Act, which change or prospective change
becomes effective or would become effective, as the case may be, on or after
January 23, 1997.

     "Issuer Trust" has the meaning specified in the recitals of this Indenture.

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

     "New Subordinated  Debentures" has the meaning specified in the recitals of
this Indenture.

     "Notice of Default" means a written notice of the kind specified in Section
501(3).

         "Officers' Certificate" means a certificate signed by any Director of
the Company and by any other Director of the Company or the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary or any other
officer so authorized, and delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or regular counsel for the Company, and who shall be reasonably
acceptable to the Trustee.

         "Outstanding", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

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

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

               (iii)  Securities  that have been paid or in  exchange  for or in
          lieu of which other Securities have been  authenticated  and delivered
          pursuant to this Indenture,  other than any such Securities in respect
          of  which  there  shall  have  been  presented  to the  Trustee  proof
          satisfactory  to it that  such  Securities  are  held  by a bona  fide
          purchaser in whose hands such Securities are valid  obligations of the
          Company;

provided, however, that in determining, during any period in which any
Securities are owned by any Person other than the Company or any Affiliate
thereof, whether the Holders of the requisite principal amount of Outstanding
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, Securities owned by the Company or any Affiliate
thereof shall be disregarded and deemed not to be Outstanding. In determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities that the
Trustee knows to be so owned by the Company or an Affiliate of the Company in
the above circumstances shall be so 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
Affiliate of the Company.

     "Paying  Agent" means  Bankers Trust  Luxembourg  S.A. and any other Person
authorized  by the  Company to pay the  principal  of (and  premium,  if any) or
interest on any Securities on behalf of the Company hereunder, including without
limitation, the Principal Paying Agent.

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

         "Predecessor Security" of any particular Security means every 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 304 in exchange for or 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 Paying Agent" means Bankers Trust Company until a successor
Principal Paying Agent shall have become such pursuant to the applicable
provisions of this Indenture and, thereafter, "Principal Paying Agent" shall
mean such successor Principal Paying Agent.

         "Proceeding" has the meaning specified in Section 1202.

         "Qualified Institutional Buyer" or "QIB" shall have the meaning
specified in Rule 144A under the Securities Act.

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

         "Redemption Price", shall have the meaning specified in Section 1101 of
this Indenture.

         "Regular Record Date" for the interest payable on any Interest Payment
Date means the date next preceding such Interest Payment Date.

         "Regular Trustee", as provided for in the Declaration of Trust, means
the Trustee who is an employee, officer or affiliate of the Company.

         "Regulation S" means Regulation S under the Securities Act and any
successor regulation thereto.

         "Regulation S Global Book-Entry Interest" means any Global Book-Entry
Interests or Global Securities evidencing Book-Entry Interests that are to be
traded pursuant to Regulation S.

         "Relevant Date" means, with respect to any payment made with respect to
the Securities, the later of (i) the date on which such payment first becomes
due and (ii) if the full amount payable has not been received in The City of New
York by the Book-Entry Depositary or the Trustee on or prior to such due date,
the date on which, the full amount having been so received, notice to that
effect shall have been given to the Holders in accordance with this Indenture.

         "Resale Restriction Termination Date" shall have the meaning specified
in Section 310 of this Indenture.

         "Responsible Officer" when used with respect to the Trustee, means any
Managing Director, vice president, any assistant vice president, any assistant
secretary, the treasurer, any assistant treasurer, any trust officer or
assistant trust officer or any other officer in the Corporate Trust and Agency
Group of the Trustee customarily performing functions similar to those performed
by any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.

         "Restricted Global Book-Entry Interest" means any Global Book-Entry
Interest or Book-Entry Interests evidencing Global Book-Entry Interests that are
to be traded pursuant to Rule 144A.

         "Restricted Period" shall have the meaning specified in Section 311 of
this Indenture.

         "Restricted Securities Legend" shall have the meaning specified in
Section 310 of this Indenture.

         "Restricted Security" means each Security required pursuant to Section
310 to bear a Restricted Securities Legend.

         "Rule 144A" means Rule 144A under the Securities Act.

     "Securities Act" means the Securities Act of 1933 or any successor  statute
thereto, in each case as amended from time to time.

         "Security" has the meaning stated in the recitals of this Indenture and
more particularly means any Securities authenticated and delivered under this
Indenture.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 303.

         "Senior Indebtedness" means, (a) the principal of and premium, if any,
and interest on all indebtedness of the Company, whether outstanding on the date
of this Indenture or thereafter created, (i) for money borrowed by the Company,
(ii) for money borrowed by, or obligations of, others and either assumed or
guaranteed, directly or indirectly, by the Company, (iii) in respect of letters
of credit and acceptances issued or made by banks, or (iv) constituting purchase
money indebtedness, or indebtedness secured by property included in the
property, plant and equipment accounts of the Company at the time of the
acquisition of such property by the Company, for the payment of which the
Company is directly liable, (b) all deferrals, renewals, extensions and
refundings of, and amendments, modifications and supplements to, any such
indebtedness, and (c) all other general unsecured obligations and liabilities of
the Company, including without limitation, trade payables. As used in the
preceding sentence the term "purchase money indebtedness" means indebtedness
evidenced by a note, debenture, bond or other instrument (whether or not secured
by any lien or other security interest) issued or assumed as all or a part of
the consideration for the acquisition of property, whether by purchase, merger,
consolidation or otherwise. Notwithstanding anything to the contrary in this
Indenture or the Securities, Senior Indebtedness shall not include (i) any
indebtedness of the Company which, by its terms or the terms of the instrument
creating or evidencing it or by the law governing it, is subordinate in right of
payment to or pari passu with the Securities, as the case may be, and, in
particular, the Securities shall rank pari passu with all other debt securities
and guarantees in respect of those debt securities, issued to any other Southern
Investments Capital Trust or (ii) any indebtedness of the Company to a
subsidiary.

         "Significant Subsidiary" means, at any particular time, any Subsidiary
whose gross assets or gross revenues (having regard to the Company's direct
and/or indirect beneficial interest in the shares, or the like, of that
Subsidiary) represent at least 25% of the consolidated gross assets or, as the
case may be, consolidated gross revenues of the Company.

     "Special Event" means either an Investment Company Event or a Tax Event.

         "Special Record Date" for the payment of any Defaulted Interest on the
Securities means a date fixed by the Trustee pursuant to Section 305.

         "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable, as such date may,
in the case of any installment of interest, be subject to the deferral of any
such date in the case of any Extension Period.

     "Subordinated Debentures" has the meaning specified in the recitals of this
Indenture.

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

         "Tax Event" means the receipt by the Regular Trustees of the Issuer
Trust of an opinion of nationally recognized independent tax counsel experienced
in such matters to the effect that as a result of (a) any amendment to, or
change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States, the United Kingdom or any
political subdivision or taxing authority thereof or therein, (b) any amendment
to, or change in, an interpretation or application of any such laws or
regulations by any legislative body, court, governmental agency or regulatory
authority (including the enactment of any legislation and the publication of any
judicial decision or regulatory determination), (c) any interpretation or
pronouncement that provides for a position with respect to such laws or
regulations that differs from the theretofore generally accepted position or (d)
any action taken by any governmental agency or regulatory authority, which
amendment or change is enacted, promulgated, issued or announced or which
interpretation or pronouncement is issued or announced or which action is taken,
in each case on or after January 23, 1997, there is more than an insubstantial
risk that (i) the Issuer Trust is, or will be within 90 days of the date of such
opinion, subject to United States federal or United Kingdom income tax with
respect to income accrued or received on the Securities, (ii) the Issuer Trust
is, or will be within 90 days of the date of such opinion, subject to more than
a de minimis amount of other taxes, duties or other governmental charges or
(iii) interest payable by the Company to the Issuer Trust on the Securities is
not, or within 90 days of the date of such opinion will not be, deductible by
the Company for United States earnings and profits purposes or United Kingdom
income tax purposes.

         "Transfer Agent" means any Person authorized by the Company to
effectuate the exchange or transfer of any Security on behalf of the Company
hereunder.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Trust Indenture Act or provision, as the case
may be, as amended or replaced from time to time.

     "Trust  Securities"  has the  meaning  specified  in the  recitals  of this
Indenture.

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

         "U.S. Government Obligations" means direct obligations of the United
States for the payment of which its full faith and credit is pledged, or
obligations of a person controlled or supervised by and acting as an agency or
instrumentality of the United States and the payment of which is unconditionally
guaranteed by the United States, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such U.S.
Government Obligation or a specific payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of a
holder of a depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government obligation or the specific payment of interest on
or principal of the U.S. Government Obligation evidenced by such depository
receipt.

         "Vice President", when used with respect to 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 102.      COMPLIANCE CERTIFICATES AND OPINIONS.

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

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

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

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

SECTION 103.      FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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

SECTION 104.      ACTS OF HOLDERS.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent or
agents duly appointed in writing. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent, shall be sufficient for
any purpose of this Indenture and (subject to Section 601) conclusive in favor
of the Trustee and the Company, if made in the manner provided in this Section.

         Without limiting the generality of the foregoing, a Holder, including a
Book-Entry Depositary that is a 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 Book-Entry
Depositary that is a Holder of a Global Security may provide its proxy or
proxies to the beneficial owners of interests in any such Global Security
through such Book-Entry Depositary's standing instructions and customary
practices.

         (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 a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority.

         (c) The principal or face amount and serial numbers of Bearer
Securities held by any Person, and the date of holding the same, may be proved
by the production of such Bearer Securities or by a certificate executed by the
Book-Entry Depositary for such Bearer Securities.

         (d) If Securities are issued in registered form the principal amount
and serial numbers of such Securities held by any Person, and the date of
holding the same, shall be proved by the Security Register.

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

         (f) The fact and date of execution of any such instrument or writing
and the authority of the Person executing the same may also be proved in any
other manner which the Trustee deems sufficient; and the Trustee may in any
instance require further proof with respect to any of the matters referred to in
this Section.

         (g) The Company may, in the circumstances permitted by the Trust
Indenture Act, at its option, by Board Resolution, fix in advance a record date
for the determination of Holders of Securities entitled to take such Act, but
the Company shall have no obligation to do so. Any such record date shall be
fixed at the Company's discretion. If such a record date is fixed, such Act may
be sought or given before or after the record date, but only the Holders of
record at the close of business on such record date shall be deemed to be
Holders of Securities for the purpose of determining whether Holders of the
requisite proportion of Securities Outstanding have authorized or agreed or
consented to such Act, and for that purpose the Securities Outstanding shall be
computed as of such record date.

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

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

                  (1) the Trustee by any Holder of a Security 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 Corporate
         Trust Office, or

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

SECTION 106.      NOTICE TO HOLDERS OF SECURITIES; WAIVER.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, (i) in the case of a Holder of Registered Securities, at his
address as it appears in the Security Register, and (ii) in the case of a Holder
of Global Securities, at the address provided in or pursuant to the relevant
Deposit Agreement of the relevant Book-Entry Depositary or Depositaries
therefor, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders.

         If, by reason of the suspension of regular mail service or by reason of
any other cause, it shall be impracticable to give such notice by mail, then
such notification as shall be made at the direction of the Company in a manner
reasonably calculated, to the extent practicable under the circumstances, to
provide prompt notice shall constitute a sufficient notification for every
purpose hereunder.

         Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of Bearer Securities of any event and the rules
of any securities exchange on which such Bearer Securities are listed so
require, such notice shall be sufficiently given to Holders of such Bearer
Securities if published in such newspaper or newspapers as may be specified in
such Securities on a Business Day at least twice, the first such publication to
be not earlier than the earliest date, and not later than the latest date,
prescribed for the giving of such notice. Any such notice by publication shall
be deemed to have been given on the date of the first such publication. In
addition, notice to the Holder of any Global Bearer Security shall be given by
mail in the manner provided above.

         If by reason of any cause it shall be impracticable to publish any
notice to Holders of Bearer Securities as provided above, then such notification
to Holders of Bearer Securities as shall be given with the approval of the
Trustee shall constitute sufficient notice to such Holders for every purpose
hereunder. Neither the failure to give notice by publication to Holders of
Bearer Securities as provided above, nor any defect in any notice so published,
shall affect the sufficiency of such notice with respect to other Holders of
Bearer Securities or the sufficiency of any notice to Holders of Registered
Securities given as provided herein.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act 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.

         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 107.      CONFLICT WITH TRUST INDENTURE ACT.

         Prior to the effectiveness of a registration statement under the
Securities Act relating to the New Subordinated Debentures, this Indenture shall
incorporate and be governed by the provisions of the TIA. Upon effectiveness of
a registration statement under the Securities Act relating to the New
Subordinated Debentures, this Indenture shall be subject to the provisions of
the TIA that are required to be a part of this Indenture and shall, to the
extent applicable, be governed by such provisions. If any provision hereof
limits, qualifies or conflicts with a provision of the Trust Indenture Act that
is required to be a part of and govern this Indenture, such required provision
shall control.

SECTION 108.      EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 109.      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 110.      SEPARABILITY CLAUSE.

         In case any provision in this Indenture or the Securities 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 111.      BENEFITS OF INDENTURE.

         Nothing in this Indenture or the Securities, express or implied, shall
give to any Person, other than the parties hereto, their successors hereunder
and the Holders of Securities and, to the extent provided in Section 1503, the
holders of Senior Indebtedness or Capital Securities, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

SECTION 112.      GOVERNING LAW.

         THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.

SECTION 113.      LEGAL HOLIDAYS.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or of the Securities) payment of interest or
principal (and premium, if any) need not be made on such date, but may be made
on the next succeeding Business Day (and without any interest or other payment
in respect of such delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such Interest Payment Date or Redemption Date, or at the Stated Maturity.


                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.      SECURITY FORMS GENERALLY.

         The Securities in bearer form shall be in the form attached hereto as
Exhibit A.

         The Securities in definitive form shall be in the form attached hereto
as Exhibit B; provided that the New Subordinated Debentures will not contain any
of the provisions with respect to transfer restrictions under the Securities Act
following the Trustee's authentication.

         If the Securities are distributed to the holders of Capital Securities
and Common Securities, the record holder (including the Depositary) of any
Capital Securities or Common Securities shall be issued Securities in the same
form (i.e., Book-Entry Interests or Definitive Registered Securities) as the
securities held by the Issuer Trust at the time of distribution with the legends
in substantially the form of the legends existing on the security representing
the Capital Securities or Common Securities to be exchanged (in all cases, with
such changes thereto as the officers or Directors executing such Securities
determine to be necessary or appropriate, as evidenced by their execution of the
Securities) and such other legends as may be required by Section 310 or Section
311 hereof), duly executed by the Company and authenticated by the Trustee or
the authenticating agent as provided herein, which Securities, if to be held in
global form by any Depositary, may be deposited on behalf of the holders of the
Securities represented thereby with the Trustee, as custodian for the
Depositary.

         Any Global Security shall represent such of the outstanding Securities
as shall be specified therein and shall 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 increased or reduced to reflect transfers or exchanges
permitted hereby. Any endorsement of a Global Security to reflect the amount of
any increase or decrease in the amount of outstanding Securities represented
thereby shall be made by the Trustee in such manner and upon instructions given
by the holder of such Securities in accordance with this Indenture. Payment of
principal of and interest and premium, if any, on any Global Security shall be
made to the holder of such Global Security.

         The Securities shall have such appropriate 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 notations, legends or endorsements placed thereon as may be required to
comply with any law, stock exchange rule, agreements to which the Company is
subject or usage.

         The Securities shall be printed, lithographed or engraved or produced
by any combination of there or other methods, all as determined by the officers
executing such Securities, as evidenced by their execution of such Securities.


                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.      TITLE AND TERMS; DENOMINATIONS.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is limited to (i) the aggregate liquidation
amount of the Capital Securities issued by the Issuer Trust and (ii) the
proceeds received by the Issuer Trust upon issuance of the Common Securities to
the Company, except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities pursuant to
the exchange of the New Subordinated Debentures for Subordinated Debentures
pursuant to Section 303, 304, 312, 907 or 1107.

         The Securities' Stated Maturity shall be February 1, 2027.

         The Securities shall bear interest at a rate of 8.23% per annum, from
January 29, 1997 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, as the case may be, payable semi-annually
(subject to deferral as set forth in Section 313 hereof), in arrears, on
February 1 and August 1 of each year, commencing August 1, 1997, until the
principal thereof is paid or made available for payment. Interest will compound
semi-annually and will accrue at the rate of 8.23% per annum on any interest
installment in arrears for more than one semi-annual period or during an
extension of an interest payment period as set forth below in Section 313. In
the event that any date on which interest is payable on the Securities is not a
Business Day, then a payment of the interest payable on such date will be made
on the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay) except that if such Business Day is
in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date.

         Payments of principal, premium and interest on Securities will be
payable, the transfer of the Definitive Registered Securities will be
registrable, and Definitive Registered Securities will be exchangeable for
Securities of other denominations of a like aggregate principal amount, at the
corporate trust office of the Trustee in The City of New York; provided that
payments of interest on Definitive Registered Securities may be made at the
option of the Company by check mailed to the address of the Persons entitled
thereto and that the payment of principal with respect to any Security will be
made only upon surrender of such Security to the Trustee. So long as the
Securities are listed on the Luxembourg Stock Exchange and the rules of such
exchange so require, the Company will maintain a paying and transfer agent in
Luxembourg, which will initially be Bankers Trust Luxembourg S.A. Payments of
principal of, premium and interest on and the transfer of the Securities in
Luxembourg will be through the Luxembourg paying and transfer agent.

         The Securities shall be subordinated in right of payment to Senior
Indebtedness as provided in Article Thirteen.

         The Securities shall be redeemable as provided in Article Eleven.

         The Securities shall be issuable in bearer form or registered form,
without coupons, and only in denominations of $1,000 and any integral multiple
thereof.

SECTION 302.      EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

         The Securities shall be executed on behalf of the Company by any of its
Directors, attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these Directors or officers on the Securities may be manual
or facsimile.

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities 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, in accordance
with the Company Order, shall authenticate and deliver such Securities as in
this Indenture provided and not otherwise.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture 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, 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.

SECTION 303.      REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

         The Company shall cause to be kept at the office of the Security
Registrar designated pursuant to this Section 303 or Section 1002 a register
(referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Registered Securities. The Trustee is hereby
initially appointed as Security Registrar for the purpose of registering
Registered Securities and transfers of Registered Securities as herein provided.

         Upon surrender for registration of transfer of any Registered Security
at the office or agency maintained for such purpose, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Registered Securities of any
authorized denominations and of like tenor and aggregate principal amount.

         Securities other than a Global Security may be exchanged, at the option
of the Holder, for Securities of any authorized denominations and of like tenor
and aggregate principal amount, upon surrender of the Securities to be exchanged
at any such office or agency.

         Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
that the Holder making the exchange is entitled to receive.

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

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

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 312, 907 or 1107 not involving any transfer.

         The Company shall not be required (i) to issue, to register the
transfer of or to exchange Securities during a period of 15 days immediately
preceding the date notice is given identifying the serial numbers of the
Securities called for redemption, or (ii) to issue, to register the transfer of
or to exchange any Securities so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part.

         None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

SECTION 304.      MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

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

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

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

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

         Every new Security 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 any such new
Security shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

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

SECTION 305.      PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

         Interest (including Additional Amounts and Additional Sums) on any
Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid (in the case of a Bearer Security) to the
bearer thereof and (in the case of a Registered Security) 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 such interest.

         Payment of interest, if any, in respect of any Registered Security will
be made by check mailed to the address of the Person entitled thereto as such
person's address appearing in the Security Register. Payment of interest, if
any, in respect of any Registered Security may also be made, in the case of a
Holder of at least U.S. $1,000,000 aggregate principal amount of Registered
Securities, and payment of interest, if any, in respect of a Global Security
shall be made, by wire transfer to a U.S. Dollar account maintained by the
Holder with a bank in the United States; provided that such Holder elects
payment by wire transfer by giving written notice to the Trustee or a Paying
Agent to such effect designating such account no later than 15 days immediately
preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).

         During such time as the Issuer Trust is the holder of any Securities,
the Company shall pay any Additional Amounts and Additional Sums.

         Any interest (including Additional Sums) on any Security that is
payable, but is not punctually paid or duly provided for on any Interest Payment
Date (herein called "Defaulted Interest") shall, in the case of Registered
Securities, forthwith cease to be payable to the Holder thereof on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in Clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the 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 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 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
         shall be not more than 15 days and not less than 10 days prior to the
         date of the proposed payment and not less than 10 days after the
         receipt by the Trustee of the notice of the proposed payment. The
         Trustee shall promptly notify the Company of such Special Record Date
         and, in the name and at the expense of the Company, shall cause notice
         of the proposed payment of such Defaulted Interest and the Special
         Record Date therefor to be mailed, first-class postage prepaid, to each
         Holder at the address of such Holder as it appears in the Security
         Register, not less than 10 days prior to such Special Record Date.
         Notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor having been so mailed, such Defaulted
         Interest shall be paid to the Persons in whose names the registered
         Securities (or their respective Predecessor Securities) are registered
         at the close of business on such Special Record Date and shall no
         longer be payable pursuant to the following clause (2).

                  (2) The Company may make payment of any Defaulted Interest
         (including Additional Amounts and Additional Sums, if any) on the
         Securities in any other lawful manner not inconsistent with the
         requirements of any securities exchange on which the Securities 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 manner of payment shall be deemed
         practicable by the Trustee.

         Defaulted Interest on Global Bearer Securities shall be payable to the
bearer thereof at the time of payment of such Defaulted Interest by the Company.

         Subject to the foregoing provisions of this Section, 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
(including Additional Amounts and Additional Sums, if any) and unpaid, and to
accrue (including Additional Amounts and Additional Sums, if any), which were
carried by such other Security.

SECTION 306.      PERSONS DEEMED OWNERS.

         The Company, the Trustee and any agent of the Company or the Trustee
may treat the Book-Entry Depositary for a Global Bearer Security as the absolute
owner of such Bearer Security for the purpose of receiving payment thereof or on
account thereof and for all other purposes whatsoever, whether or not such
Global Bearer Security or coupon be overdue, and neither the Company or the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.

         Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered as the
owner of such Registered Security for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Section 305) interest
(including Additional Sums, if any) on such Registered Security and for all
other purposes whatsoever, whether or not such Registered Security be overdue,
and neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary. All such payments so made to any
such Person, or upon such Person's order, shall be valid and, to the extent of
the sums so paid, effectual to satisfy and discharge the liability or monies
payable on any such Registered Security.

         No holder of any beneficial interest in any Global Security held on its
behalf by a Book-Entry Depositary shall have any rights under this Indenture
with respect to such Global Security, and such Book-Entry Depositary may be
treated by the Company, the Trustee, and any agent of the Company or the Trustee
as the owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall impair, as between a
Book-Entry Depositary and such holders of beneficial interests, the operation of
customary practices governing the exercise of the rights of the Book-Entry
Depositary as holder of any Security.

SECTION 307.      CANCELLATION.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled by the Trustee. The
Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
canceled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as
expressly permitted by this Indenture. All canceled Securities held by the
Trustee shall be disposed of in accordance with a Company Order and the Trustee
shall promptly deliver a certificate of disposition to the Company.

SECTION 308.      COMPUTATION OF INTEREST.

         Interest on the Securities shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.

SECTION 309.      GLOBAL SECURITIES.

         If the Securities are distributed to the holders of Trust Securities,
Book-Entry Interests distributed in respect of Trust Securities that are held in
global form by a Depositary will initially be issued as a Global Book-Entry
Interest, unless such transfer cannot be effected through book-entry settlement.
If the Company shall establish that the Book-Entry Interests are to be issued in
the form of one or more Global Book-Entry Interests, then the Company shall
execute and the Trustee shall, in accordance with Section 302 and the Company
Order, authenticate and deliver one or more Global Securities that (i) shall
represent and shall be denominated in an amount equal to the aggregate principal
amount of all of the Securities to be issued in the form of Global Securities
and not yet canceled, (ii) shall be in bearer form, and (iii) shall be delivered
by the Trustee to the Depositary or pursuant to the Depositary's instructions.
Global Securities shall bear a legend substantially to the following effect:

         "This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. Notwithstanding the provisions of Section 303, unless
and until it is exchanged in whole or in part for Securities in definitive
registered form, a Global Security representing all or a part of the Securities
may not be transferred in the manner provided in Section 303 except as a whole
by the Depositary 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 or a nominee of such
successor Depositary. Every Security delivered in exchange for, or in lieu of,
this Global Security shall be a Global Security subject to the foregoing, except
in the limited circumstances described above. Unless this certificate is
presented by an authorized representative of The Depository Trust Company, a New
York corporation ("DTC"), to the Company or its agent for exchange or payment,
and any certificate issued is Cede & Co. or such other Person as is requested by
an authorized representative of DTC (and any payment is to be made to Cede & Co.
or to such other entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the bearer hereof, Cede & Co., has an interest
herein."

         Definitive Securities issued in exchange for all or a part of a Global
Security pursuant to this Section 309 shall be registered in such names and in
such authorized denominations as the Depositary, pursuant to instructions from
its direct or indirect participants or otherwise, shall instruct the Trustee.
Upon execution and authentication, the Trustee shall deliver such definitive
Securities to the persons in whose names such definitive Securities are so
registered.

         At such time as all interests in Global Securities have been redeemed,
repurchased or canceled, such Global Securities shall be, upon receipt thereof,
canceled by the Trustee in accordance with standing procedures and instructions
existing between the Depositary and the Trustee. At any time prior to such
cancellation, if any interest in Global Securities is exchanged for definitive
Securities, redeemed, canceled or transferred to a transferee who receives
definitive Securities therefor or any definitive Security is exchanged or
transferred for part of Global Securities, the principal amount of such Global
Securities shall, in accordance with the standing procedures and instructions
existing between the Depositary and the Trustee, be reduced or increased, as the
case may be, and an endorsement shall be made on such Global Securities by the
Trustee to reflect such reduction or increase.

         The Company and the Trustee may for all purposes, including the making
of payments due on the Securities, deal with the Depositary as the authorized
representative of the Holders for the purposes of exercising the rights of
Holders hereunder. The rights of the owner of any beneficial interest in a
Global Book-Entry Interest shall be limited to those established by law and
agreements between such owners and depository participants or Euroclear and
Cedel Bank; provided, that no such agreement shall give any rights to any person
against the Company or the Trustee without the written consent of the parties so
affected. Multiple requests and directions from and votes of the Depositary as
holder of Securities in global form with respect to any particular matter shall
not be deemed inconsistent to the extent they do not represent an amount of
Securities in excess of those held in the name of the Depositary or its nominee.

         If at any time the Depositary for any Securities represented by one or
more Global Securities notifies the Company that it is unwilling or unable to
continue as Depositary for such Securities or if at any time the Depositary for
such Securities shall no longer be eligible under this Section 309, the Company
shall appoint a successor Depositary with respect to such Securities. If a
successor Depositary for such Securities is not appointed by the Company within
90 days after the Company receives such notice or becomes aware of such
ineligibility, the Company's election that such Securities be represented by one
or more Global Securities shall no longer be effective and the Company shall
execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of definitive Securities, will authenticate and deliver Securities
in definitive registered form, in any authorized denominations, in an aggregate
principal amount equal to the principal amount of the Global Security or
Securities representing such Securities in exchange for such Global Security or
Securities.

         The Company may at any time and in its sole discretion determine that
the Securities issued in the form of one or more Global Securities shall no
longer be represented by a Global Security or Securities. In such event the
Company shall execute, and the Trustee upon receipt of a Company Order or an
Officers' Certificate for the authentication and delivery of definitive
Securities, shall authenticate and deliver, Securities in definitive registered
form, in any authorized denominations, in an aggregate principal amount equal to
the principal amount of the Global Security or Securities representing such
Securities, in exchange for such Global Security or Securities.

         Notwithstanding any other provisions of this Indenture (other than the
provisions set forth in Section 310(a)), Global Securities may not be
transferred as a whole except by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary.

         Interests of beneficial owners in a Global Security may be transferred
or exchanged for definitive Securities and definitive Securities may be
transferred or exchange for Global Securities in accordance with rules of the
Depositary and the provisions of Section 311.

         Any Security in global form may be endorsed with or have incorporated
in the text thereof such legends or recitals or changes not inconsistent with
the provisions of this Indenture as may be required by the Depositary or by the
National Association of Securities Dealers, Inc. in order for the Securities to
be tradeable on the PORTAL Market or as may be required for the Securities to be
tradeable on any other market developed for trading of securities pursuant to
Rule 144A or required to comply with any applicable law or any regulation
thereunder or with Regulation S or with the rules and regulations of any
securities exchange upon which the Securities may be listed or traded or to
conform with any usage with respect thereto, or to indicate any special
limitations or restrictions to which any particular Securities are subject.

SECTION 310.  Restrictive Legend.

         (a) Each Global Security and definitive Security that constitutes a
restricted Security shall bear the following legend (the "Restricted Securities
Legend") on the face thereof until three years after the later of the date of
original issue and the last date on which the Company or any Affiliate of the
Company was the owner of such Security (or any predecessor thereto) (the "Resale
Restriction Termination Date"), unless otherwise agreed by the Company and the
Holder thereof:

                           THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
                  ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY
                  INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
                  ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
                  DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
                  TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
                  REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF
                  THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
                  OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH
                  IS THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
                  HEREOF AND THE LAST DATE ON WHICH SOUTHERN INVESTMENTS UK PLC
                  (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER
                  OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) (THE
                  "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE
                  COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
                  UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES
                  ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
                  SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY
                  BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
                  RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
                  ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
                  GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
                  144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
                  THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
                  REGULATION S UNDER THE SECURITIES ACT, OR (E) TO AN
                  INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
                  SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE
                  SECURITIES ACT THAT IS ACQUIRING THIS SUBORDINATED DEBENTURE
                  FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
                  INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND
                  NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH,
                  ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F)
                  PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
                  REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S
                  AND THE TRANSFER AGENT'S RIGHT PRIOR TO ANY SUCH OFFER, SALE
                  OR TRANSFER (i) PURSUANT TO CLAUSES (D),(E) OR (F) TO REQUIRE
                  THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
                  OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN
                  EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF
                  TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED
                  AND DELIVERED BY THE TRANSFEROR TO THE TRANSFER AGENT. THIS
                  LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE
                  RESALE RESTRICTION TERMINATION DATE.

         Any Security (or security issued in exchange or substitution therefor)
as to which such restrictions on transfer shall have expired in accordance with
their terms may, upon satisfaction of the requirements of Section 310(b) and
surrender of such Security for exchange to the Security Registrar in accordance
with the provisions of this Section 310, be exchanged for a new Security or
Securities, of like tenor and aggregate principal amount, which shall not bear
the restrictive legend required by this Section 310(a).

         (b) Upon any sale or transfer of any Restricted Security (including any
interest in a Global Security) (i) that is effected pursuant to an effective
registration statement under the Securities Act or (ii) in connection with which
the Trustee receives certificates and other information (including an opinion of
counsel, if requested) reasonably acceptable to the Company and the Trustee to
the effect that such security will no longer be subject to the resale
restrictions under federal and state securities laws, then (A) in the case of a
Restricted Security in definitive form, the Security Registrar shall permit the
holder thereof to exchange such Restricted Security for a security that does not
bear the legend set forth in Section 310(a), and shall rescind any such
restrictions on transfer and (B) in the case of Restricted Securities
represented by a Global Security, such Security shall no longer be subject to
the restrictions contained in the legend set forth in Section 310(a) (but still
subject to the other provisions hereof). In addition, any Security (or security
issued in exchange or substitution therefor) as to which the restrictions on
transfer described in the legend set forth in Section 310(a) have expired by
their terms may, upon surrender thereof (in accordance with the terms of this
Indenture) together with such certifications and other information (including an
opinion of counsel having substantial experience in practice under the
Securities Act and otherwise reasonably acceptable to the Company, addressed to
the Company and the Trustee and in a form acceptable to the Company, to the
effect that the transfer of such Restricted Security has been made in compliance
with Rule 144 or such successor provision) acceptable to the Company and the
Trustee as either of them may reasonably require, be exchanged for a new
Security or Securities of like tenor and aggregate principal amount, which shall
not bear the restrictive legends set forth in Section 310(a).

SECTION 311. Special Transfer Provisions.

         Any transfer of a beneficial interest in a Security in global form
which cannot be effected through book-entry settlement must be effected by the
delivery to the transferee (or its nominee) of a definitive Security or
Securities registered in the name of the transferee (or its nominee) on the
books maintained by the Trustee. With respect to any such transfer, the Trustee
will cause, in accordance with the standing instructions and procedures existing
between the Depositary and the Trustee, the aggregate principal amount of the
Security in global form to be reduced and, following such reduction, the Company
will execute and the Trustee will authenticate and deliver to the transferee (or
such transferee's nominee, as the case may be) a Security or Securities in the
appropriate aggregate principal amount in the name of such transferee (or its
nominee) and bearing such restrictive legends as may be required by this
Indenture. In connection with any such transfer, the Trustee may request such
representations and agreements relating to the restrictions on transfer of such
Security or Securities from such transferee (or such transferee's nominee) as
the Trustee may reasonably require.

         So long as the Securities are eligible for book-entry settlement, or
unless otherwise required by law, upon any transfer of a definitive Security to
a QIB in accordance with Rule 144A, unless otherwise requested by the
transferor, and upon receipt of the definitive Security or Securities being so
transferred, together with a certification from the transferor that the
transferor reasonably believes the transferee is a QIB (or other evidence
satisfactory to the Trustee), the Trustee shall make an endorsement on the
Restricted Global Book-Entry Interest to reflect an increase in the aggregate
principal amount of the Securities represented by the Restricted Global
Book-Entry Interest, the Trustee shall cancel such definitive Security or
Securities and cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Trustee, the aggregate
principal amount of Securities represented by the Restricted Global Book-Entry
Interest to be increased accordingly.

         So long as the Securities are eligible for book-entry settlement, or
unless otherwise required by law, upon any transfer of a definitive Security in
accordance with Regulation S, if requested by the transferor, and upon receipt
of the definitive Security or Securities being so transferred, together with a
certification from the transferor that the transfer was made in accordance with
Rule 903 or 904 of Regulation S or Rule 144 under the Securities Act (or other
evidence satisfactory to the Trustee), the Trustee shall make an endorsement on
the Regulation S Global Book-Entry Interest to reflect an increase in the
aggregate principal amount of the Securities represented by the Regulation S
Global Book-Entry Interest, the Trustee shall cancel such definitive Security or
Securities and cause the aggregate principal amount of Securities represented by
the Regulation S Global Book-Entry Interest to be increased accordingly.

         If a holder of a beneficial interest in the Restricted Global
Book-Entry Interest wishes at any time to exchange its interest in the
Restricted Global Book-Entry Interest for an interest in the Regulation S Global
Book-Entry Interest, or to transfer its interest in the Restricted Global
Book-Entry Interest to a person who wishes to take delivery thereof in the form
of an interest in the Regulation S Global Book-Entry Interest, such holder may,
subject to the rules and procedures of the Depositary and to the requirements
set forth in the following sentence, exchange or cause the exchange or transfer
or cause the transfer of such interest for an equivalent beneficial interest in
the Regulation S Global Book-Entry Interest. Upon receipt by the Trustee, as
transfer agent, of (1) instructions given in accordance with the Depositary's
procedures from or on behalf of a holder of a beneficial interest in the
Restricted Global Book-Entry Interest, directing the Trustee (via DWAC), as
transfer agent, to credit or cause to be credited a beneficial interest in the
Regulation S Global Book-Entry Interest in an amount equal to the beneficial
interest in the Restricted Global Book-Entry Interest to be exchanged or
transferred, (2) a written order given in accordance with the Depositary's
procedures containing information regarding the Euroclear or Cedel Bank account
to be credited with such increase and the name of such account, and (3) a
certificate given by the holder of such beneficial interest stating that the
exchange or transfer of such interest has been made pursuant to and in
accordance with Rule 903 or Rule 904 of Regulation S or Rule 144 under the
Securities Act (or other evidence satisfactory to the Trustee), the Trustee, as
transfer agent, shall promptly deliver appropriate instructions to the
Depositary (via DWAC), its nominee, or the custodian for the Depositary, as the
case may be, to reduce or reflect on its records a reduction of the Restricted
Global Book-Entry Interest by the aggregate principal amount of the beneficial
interest in such Restricted Global Book-Entry Interest to be so exchanged or
transferred from the relevant participant, and the Trustee, as transfer agent,
shall promptly deliver appropriate instructions (via DWAC) to the Depositary,
its nominee, or the custodian for the Depositary, as the case may be,
concurrently with such reduction, to increase or reflect on its records an
increase of the principal amount of such Regulation S Global Book-Entry Interest
by the aggregate principal amount of the beneficial interest in such Restricted
Global Book-Entry Interest to be so exchanged or transferred, and to credit or
cause to be credited to the account of the person specified in such instructions
(who may be Morgan Guaranty Trust Company of New York, Brussels office, as
operator of Euroclear or Cedel Bank or another agent member of Euroclear or
Cedel Bank, or both, as the case may be, acting for and on behalf of them) a
beneficial interest in such Regulation S Global Book-Entry Interest equal to the
reduction in the principal amount of such Restricted Global Book-Entry Interest.

         If a holder of a beneficial interest in the Regulation S Global
Book-Entry Interest wishes at any time to exchange its interest in the
Regulation S Global Book-Entry Interest for an interest in the Restricted Global
Book-Entry Interest, or to transfer its interest in the Regulation S Global
Book-Entry Interest to a person who wishes to take delivery thereof in the form
of an interest in the Restricted Global Book-Entry Interest, such holder may,
subject to the rules and procedures of Euroclear or Cedel Bank and the
Depositary, as the case may be, and to the requirements set forth in the
following sentence, exchange or cause the exchange or transfer or cause the
transfer of such interest for an equivalent beneficial interest in such
Restricted Global Book-Entry Interest. Upon receipt by the Trustee, as transfer
agent of (1) instructions given in accordance with the procedures of Euroclear
or Cedel Bank and the Depositary, as the case may be, from or on behalf of a
beneficial owner of an interest in the Regulation S Global Book-Entry Interest
directing the Trustee, as transfer agent, to credit or cause to be credited a
beneficial interest in the Restricted Global Book-Entry Interest in an amount
equal to the beneficial interest in the Regulation S Global Book-Entry Interest
to be exchanged or transferred, (2) a written order given in accordance with the
procedures of Euroclear or Cedel Bank and the Depositary, as the case may be,
containing information regarding the account with the Depositary to be credited
with such increase and the name of such account, and (3) prior to the expiration
of the Restricted Period, a certificate given by the holder of such beneficial
interest and stating that the person transferring such interest in such
Regulation S Global Book-Entry Interest reasonably believes that the person
acquiring such interest in the Restricted Global Book-Entry Interest is a QIB
and is obtaining such beneficial interest in a transaction meeting the
requirements of Rule 144A and any applicable securities laws of any state of the
United States or any other jurisdiction (or other evidence satisfactory to the
Trustee), the Trustee, as transfer agent, shall promptly deliver (via DWAC)
appropriate instructions to the Depositary, its nominee, or the custodian for
the Depositary, as the case may be, to reduce or reflect on its records a
reduction of the Regulation S Global Book-Entry Interest by the aggregate
principal amount of the beneficial interest in such Regulation S Global
Book-Entry Interest to be exchanged or transferred, and the Trustee, as transfer
agent, shall promptly deliver (via DWAC) appropriate instructions to the
Depositary, its nominee, or the custodian for the Depositary, as the case may
be, concurrently with such reduction, to increase or reflect on its records an
increase of the principal amount of the Restricted Global Book-Entry Interest by
the aggregate principal amount of the beneficial interest in the Regulation S
Global Book-Entry Interest to be so exchanged or transferred, and to credit or
cause to be credited to the account of the person specified in such instructions
a beneficial interest in the Restricted Global Book-Entry Interest equal to the
reduction in the principal amount of the Regulation S Global Book-Entry
Interest. After the expiration of the Restricted Period (as defined below), the
certification requirement set forth in clause (3) of the second sentence of the
above paragraph will no longer apply to such exchanges and transfers.

         Any beneficial interest in one of the Global Book-Entry Interests that
is transferred to a person who takes delivery in the form of an interest in the
other Global Security will, upon transfer, cease to be an interest in such
Global Security and become an interest in the other Global Security and,
accordingly, will thereafter be subject to all transfer restrictions and other
procedures applicable to beneficial interests in such other Global Security for
as long as it remains such an interest.

         Prior to or on the 40th day after the later of the commencement of the
offering of the Capital Securities and the Closing Date (the "Restricted
Period"), beneficial interests in a Regulation S Global Book-Entry Interest may
only be held through Morgan Guaranty Trust Company of New York, Brussels Office,
as operator of Euroclear or Cedel Bank or another agent member of Euroclear and
Cedel Bank acting for and on behalf of them, unless delivery is made through the
Restricted Global Book-Entry Interest in accordance with the certification
requirements hereof. During the Restricted Period, interests in the Regulation S
Global Book-Entry Interest, if any, may be exchanged for interests in the
Restricted Global Book-Entry Interest or for definitive Securities only in
accordance with the certification requirements described above.

SECTION 312. TEMPORARY SECURITIES.

         Pending the preparation of definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued 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.

         If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at any office
or agency of the Company designated pursuant to Section 1002, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of
authorized denominations. Until so exchanged the temporary Securities shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities.

SECTION 313. DEFERRALS OF INTEREST PAYMENT DATES.

         So long as the Company shall not be in default in the payment of
interest on the Securities, the Company shall have the right, at any time and
from time to time during the term of the Securities, to defer the payment of
interest by extending the interest payment period of such Securities for a
period not exceeding 10 consecutive semi-annual periods, including the first
such semi-annual period during such extension period (each, an "Extension
Period"), during which Extension Periods no interest shall be due and payable;
provided that no Extension Period may extend beyond the Maturity. No Extension
Period shall end on a date other than an Interest Payment Date. At the end of
any such Extension Period the Company shall pay all interest then accrued and
unpaid on the Securities (together with Additional Sums thereon, if any, at the
rate specified for the Securities to the extent permitted by applicable law);
provided that during any such Extension Period, the Company (i) shall not
declare or pay dividends on, make distributions with respect to, or redeem,
purchase or acquire, or make a liquidation payment with respect to, any of its
capital stock except for dividends, payments or distributions payable in shares
of its capital stock, reclassifications of its capital stock and conversions or
exchanges of capital stock of one class or series into capital stock of another
class or series and except for a redemption, purchase or other acquisition of
shares of its capital stock made for the purpose of an employee incentive plan
or benefit plan or other similar arrangement of the Company or any of its
subsidiaries, (ii) shall not make any payment of interest, principal of or
premium, if any, on, or repay, repurchase or redeem any debt securities issued
by the Company that rank pari passu with or junior to the Securities (except by
conversion into or exchange for shares of its capital stock), and (iii) shall
not make any guarantee payments with respect to the foregoing. Prior to the
termination of any such Extension Period, the Company may further defer the
payment of interest, provided that no Extension Period shall exceed the period
or periods specified in such Securities, extend beyond the Stated Maturity of
the principal of such Securities or end on a date other than an Interest Payment
Date. Upon the termination of any such Extension Period and upon the payment of
all accrued and unpaid interest (including interest on such interest) and any
Additional Sums then due on any Interest Payment Date, the Company may elect to
begin a new Extension Period, subject to the above conditions. The Company may
also pay on any Interest Payment Date all or any portion of the interest accrued
during an Extension Period. No interest or Additional Amounts and Additional
Sums shall be due and payable during an Extension Period, except at the end
thereof, but each installment of interest that would otherwise have been due and
payable during such Extension Period shall bear Additional Amounts and
Additional Sums as and to the extent as may be specified as contemplated by
Sections 305 and 1104.

SECTION 314. NOTICE OF EXTENSION.

         (a) If the Issuer Trust is the only registered holder of the Securities
at the time the Company selects an Extension Period, the Company shall give
written notice to the Issuer Trust and the Trustee of its selection of such
Extension Period at least one (1) Business Day before the earlier of (i) the
next succeeding date on which distributions on the Trust Securities issued by
the Issuer Trust are payable or (ii) the date the Company is required to give
notice to the holders of the Capital Securities issued by the Issuer Trust of
the record date or the date such distribution is payable.

         (b) If the Institutional Trustee is not the only holder of the
Securities at the time the Company selects an Extension Period, the Company
shall give the holders of the Securities and the Trustee written notice of its
selection of such Extension Period at least 10 Business Days before the earlier
of (i) the next succeeding Interest Payment Date, or (ii) the date the Company
is required to give notice to holder of the Securities of the record or payment
date of such interest payment.

SECTION 315. CUSIP NUMBERS.

         The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption and other similar or related materials as a convenience to
Holders; provided that any such notice or other materials 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 materials
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.


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.      SATISFACTION AND DISCHARGE OF INDENTURE


                  This Indenture shall upon Company Request cease to be of
further effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for and rights to receive
payments of any principal, premium or interest in respect thereof and any right
to receive any Additional Amounts as provided in Section 1004 or Additional Sums
as provided for in Section 305), and the Trustee shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when

                  (1) either (A) all Securities theretofore authenticated and
         delivered (other than (i) Securities which have been destroyed, lost or
         stolen and which have been replaced or paid as provided in Section 304
         and (ii) Securities for whose payment money has theretofore been
         deposited in trust with the Trustee or any Paying Agent or segregated
         and held in trust by the Company and thereafter repaid to the Company
         or discharged from such trust, as provided in Section 1003) have been
         delivered to the Trustee for cancellation; or

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

                         (i) have become due and payable, or

                         (ii)  will  become  due and  payable  at  their  Stated
                    Maturity within one year, or

                         (iii) are to be called for  redemption  within one year
                    under arrangements for the giving of notice of redemption by
                    the Trustee in the name, and at the expense, of the Company,
                    or

                         (iv) are deemed paid and discharged pursuant to Section
                    403, as applicable.

         and the Company, in the case of (i) or (ii) above, has deposited or
         caused to be deposited with the Trustee as trust funds in trust for the
         purpose an amount of U.S. Government Obligations (denominated in the
         same currency or units of currency in which such Securities are
         payable) which through the payment of interest and principal in respect
         thereof in accordance with their terms will provide not later than one
         day before the Stated Maturity, money in an amount sufficient to pay
         and discharge the entire indebtedness on such Securities not
         theretofore delivered to the Trustee for cancellation, for principal
         (and premium, if any) and interest, if any, to the date made available
         for payment (in the case of Securities which have become due and
         payable) or to the Stated Maturity, as the case may be;

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

          (3) The Company has delivered to the Trustee, an 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.

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 607, the
obligations of the Trustee to any Authenticating Agent under Section 614 and,
U.S. Government Obligations shall have been deposited with the Trustee pursuant
to subclause (B) of clause (1) of this Section 401 or if money or U.S.
Government Obligations shall have been deposited with or received by the Trustee
pursuant to Section 403, the obligations of the Trustee under Section 402 and
the last paragraph of Section 1003 shall survive.

SECTION 402.      Application of Trust Money

                  (a) Subject to the provisions of the last paragraph of Section
1003, all money or U.S. Government Obligations deposited with the Trustee
pursuant to Sections 401 or 403 and all money received by the Trustee in respect
of U.S. Government Obligations deposited with the Trustee pursuant to Sections
401 or 403, shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, to the Persons
entitled thereto, of the principal of (and premium, if any) and interest, if
any, on the Securities for whose payment such money has been deposited with or
received by the Trustee or to make payments as provided by Sections 401 or 403.

                  (b) The Company shall pay and shall indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against U.S.
Government Obligations deposited pursuant to Sections 401 or 403 or the interest
and principal received in respect of such obligations other than any payable by
or on behalf of Holders.

                  (c) The Trustee shall deliver or pay to the Company from time
to time upon Company Request any U.S. Government Obligations or money held by it
as provided in Sections 401 or 403 which, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, are then in excess of
the amount thereof which then would have been required to be deposited for the
purpose for which such U.S. Government Obligations or money was deposited or
received. This provision shall not authorize the sale by the Trustee of any U.S.
Government Obligations held under this Indenture.

                  (d) Any monies paid by the Company to the Trustee or any
Paying Agent, or held by the Company in trust, for the payment of the principal,
premium of or any interest or Additional Amounts on any Securities and remaining
unclaimed at the end of two years after such principal, interest or Additional
Amounts or Additional Sums become due and payable will be repaid to the Company,
or released from the trust, upon its written request, and upon such repayment or
release all liability of the Company, the Trustee and such Paying Agent with
respect thereto will cease.

SECTION 403.  Satisfaction, Discharge and Defeasance of Securities of any Series

                  The Company, at its option, (a) will be discharged from any
and all obligations in respect of the Securities (except in each case for the
obligations to register the transfer or exchange of the Securities, replace
stolen, lost or mutilated Securities, maintain paying agencies and hold moneys
for payment in trust); or (b)will be released from its obligations with respect
to the Securities (except for the obligations set forth in the preceding clause
(a) and except for the obligations to pay the principal of, premium, if any, and
any interest on the Securities, to compensate and indemnify the Trustee and
appoint a successor Trustee, provided that the following conditions shall have
been satisfied:

                  (1) The Company has deposited or caused to be irrevocably
         deposited (except as provided in Section [607], [402(c)] and the last
         paragraph of Section [1003]) with the Trustee (specifying that each
         deposit is pursuant to this Section 403) as trust funds in trust,
         specifically pledged as security for, and dedicated solely to, the
         benefit of the Holders of the Securities, U.S. Government Obligations
         which through the payment of interest and principal in respect thereof
         in accordance with their terms will provide money in an amount
         sufficient to pay and discharge the principal and interest on the
         outstanding Securities on the dates such payments are due in accordance
         with the terms of the Securities (or if the Company has designated a
         redemption date pursuant to the final sentence of this paragraph, to
         and including the redemption date so designated by the Company), and no
         Event of Default or event which with notice or lapse of time would
         become an Event of Default (including by reason of such deposit) with
         respect to the Securities of such series shall have occurred and be
         continuing on the date of such deposit. To exercise any such option,
         the Company is required to deliver to the Trustee (x) an Opinion of
         Counsel to the effect that the Holders of the Securities will not
         recognize income, gain or loss for federal income tax purposes as a
         result of such deposit, defeasance and discharge of certain
         obligations, which in the case of (a) must be based on a change in law
         or a ruling by the U.S. Internal Revenue Service and (y) an Officers'
         Certificate as to compliance with all conditions precedent provided for
         in the Indenture relating to the satisfaction and discharge of the
         Securities. If the Company shall wish to deposit or cause to be
         deposited money or U.S. Government Obligations to pay or discharge the
         principal of (and premium, if any) and interest, if any, on the
         outstanding Securities to and including a Redemption Date on which all
         of the outstanding Securities are to be redeemed, such Redemption Date
         shall be irrevocably designated by a Board Resolution delivered to the
         Trustee on or prior to the date of deposit of U.S. Government
         Obligations, and such Board Resolution shall be accompanied by an
         irrevocable Company Request that the Trustee give notice of such
         redemption in the name and at the expense of the Company not less than
         15 nor more than 30 days prior to such Redemption Date in accordance
         with this Indenture.


                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.      EVENTS OF DEFAULT.

         "Event of Default", 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 or occasioned by the operation of
Article Thirteen):

                  (1) default in the payment of any interest upon the Securities
         when it becomes due and payable, and continuance of such default for a
         period of thirty (30) days (subject to the deferral of any due date in
         the case of an Extension Period); provided, however, that no such
         default shall be deemed to exist if, on or prior to the date on which
         such interest became due, the Company shall have made a payment
         sufficient to pay such interest pursuant to the Guarantee, and shall
         have delivered a notice to the Trustee to that effect; or

                  (2) default in the payment of the principal of, (or premium,
         if any) on the Securities at Maturity; provided, however, that no such
         default in the payment of principal (or premium, if any) shall be
         deemed to exist if, on or prior to the date such principal (and
         premium, if any) became due, the Company shall have made a payment
         sufficient to pay such principal (and premium, if any) pursuant to the
         Guarantee, and shall have delivered a notice to the Trustee to that
         effect; or

                  (3) material default in the performance or material breach of
         any covenant or warranty of the Company in this Indenture (other than a
         covenant or warranty a default in whose performance or whose breach is
         elsewhere in this Section specifically dealt with), and continuance of
         such material default or material breach for a period of 90 days after
         there has been given, by registered or certified mail, to the Company
         by the Trustee, or to the Company and the Trustee by the Holders of at
         least 25% in principal amount of the Outstanding Securities, a written
         notice specifying such default or breach and requiring it to be
         remedied and stating that such notice is a "Notice of Default"
         hereunder; or

                  (4) if this event shall be made to constitute an Event of
         Default with respect to the Securities, a default in the payment of the
         principal of any bond, debenture, note or other evidence of
         indebtedness, in each case for money borrowed by the Company or any
         Significant Subsidiary, or in the payment of principal under any
         mortgage, indenture (including this Indenture) or instrument under
         which there may be issued or by which there may be secured or evidenced
         any indebtedness for money borrowed by the Company or any Significant
         Subsidiary, which default for payment of principal is in an aggregate
         principal amount exceeding $50,000,000 (or its equivalent in any other
         currency or currencies) when such indebtedness becomes due and payable
         (whether at maturity, upon redemption or acceleration or otherwise), if
         such default shall continue unremedied or unwaived for more than 30
         Business Days and the time for payment of such amount has not been
         expressly extended; provided, however, that, subject to the provisions
         of Sections 601 and 602, the Trustee shall not be deemed to have
         knowledge of such default unless either (A) a Responsible Officer of
         the Trustee shall have actual knowledge of such default or (B) the
         Trustee shall have received written notice thereof from the Company,
         from any Holder, from the holder of any such indebtedness or from the
         trustee under any such mortgage, indenture or other instrument; and
         provided, further, that if such default under such indenture or
         instrument shall be remedied or cured by the Company or such
         Significant Subsidiary or waived by the holders of such indebtedness,
         then the Event of Default hereunder by reason thereof shall be deemed
         likewise to have been remedied, cured or waived without further action
         upon the part of the Trustee or any of the Holders; or

                  (5) The failure of the Company or a Significant Subsidiary
         generally to pay its debts as they become due, or the admission in
         writing of its inability to pay its debts generally, or the making of a
         general assignment for the benefit of its creditors, or the institution
         of any proceeding by or against the Company or a Significant Subsidiary
         (other than any such proceeding brought against the Company or a
         Significant Subsidiary that is dismissed within 180 days from the
         commencement thereof) seeking to adjudicate it bankrupt or insolvent,
         or seeking liquidation, winding up, reorganization, arrangement,
         adjustment, protection, relief or composition (in each case, other than
         a solvent liquidation, winding up, reorganization, arrangement,
         adjustment, protection, relief or composition) of it or its debts under
         any law relating to bankruptcy, insolvency, reorganization, moratorium
         or relief of debtors, or seeking the entry of an order for relief or
         appointment of an administrator, receiver, trustee, intervenor or other
         similar official for it or for any substantial part of its property, or
         the taking of any action by the Company or a Significant Subsidiary to
         authorize any of the actions set forth in this subparagraph (5);

SECTION 502.      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

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

         At any time after such a declaration of acceleration has been made, but
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, if all Events of Default,
other than the non-payment of the principal of Securities which has become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 513.

then such declaration of acceleration and its consequences shall be
automatically annulled and rescinded. No such rescission shall affect any
subsequent default or impair any right consequent thereon.

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

         The Company covenants that if an Event of Default occurs under Section
501(1), (2), (3) or (4) with respect to any Securities the Company will, upon
demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for
principal (and premium, if any) and interest (including Additional Sums, if any)
and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal (and premium, if any) and on any overdue
interest (including Additional Sums, if any), at the rate or rates prescribed
therefor in such Securities, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due to the Trustee under Section
607.

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

SECTION 504.      TRUSTEE MAY FILE PROOFS OF CLAIM.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the 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 or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

               (1) to file and prove a claim for the whole  amount of  principal
          (and premium,  if any) and interest owing 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 to the Trustee  under  Section  607) and of the
          Holders of Securities allowed in such judicial proceeding, and

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

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

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a 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.

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

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

SECTION 506.      APPLICATION OF MONEY COLLECTED.

         Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any) or interest, upon presentation of the Securities, 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 607; and

                    Second:  Subject to Article Thirteen,  to the payment of the
               amounts  then due and unpaid for  principal of (and  premium,  if
               any) and interest (including  Additional Additional Sums, if any)
               on the Securities 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
               such Securities for principal (and premium,  if any) and interest
               (including Additional Sums, if any), respectively; and

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

SECTION 507.      LIMITATION ON SUITS.

         No Holder of any Security 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 (except
actions for payment of overdue principal or interest, provided that a
declaration of a valid Extension Period by the Company shall not constitute a
failure to pay interest for this purpose), unless:

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

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

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

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

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

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

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

         Notwithstanding any other provision in this Indenture but subject to
Article Thirteen and Section 507, the Holder of any Securities shall have the
right, which is absolute and unconditional, to receive payment of the principal
of (and premium, if any) and (subject to Section 305) interest (including any
Additional Sums) on such Security on the due dates expressed in such Security
(or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder. If an Event of Default constituting a
failure to pay interest or principal on the Securities on the date such interest
or principal is otherwise payable has occurred and is continuing, then a
registered holder of Capital Securities may institute a legal proceeding
directly against the Company, without first instituting a legal proceeding
directly against or requesting or directing that action be taken by the
Institutional Trustee of the Issuer Trust or any other Person, for enforcement
of payment to such registered holder of principal of or interest on Securities
having a principal amount equal to the aggregate stated liquidation amount of
the Capital Securities of such registered holder on or after the due dates
therefor specified or provided for in the Securities.

SECTION 509.      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, subject to any determination in such proceeding, the Company, the Trustee
and the Holders of Securities shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

SECTION 510.      RIGHTS AND REMEDIES CUMULATIVE.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 304, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders of Securities 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 511.      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 upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders of Securities may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders of
Securities.

SECTION 512.      CONTROL BY HOLDERS OF SECURITIES.

         The Holders of not less than a majority in principal amount of the
Outstanding Securities shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, provided that

                  (1) such direction shall not be in conflict with any rule of
         law or with this Indenture, and could not involve the Trustee in
         personal liability in circumstances where reasonable indemnity would
         not be adequate, and

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

SECTION 513.      WAIVER OF PAST DEFAULTS.

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

                    (1) in the payment of the principal of (or premium,  if any)
               or interest (including Additional Sums) on any Security, or

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

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

SECTION 514.      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 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, or to any suit instituted by any Holder of
any Security for the enforcement of the payment of the principal of (or premium,
if any) or interest (including Additional Sums) on any Security on or after the
Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

SECTION 515.      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, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.


                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.      CERTAIN DUTIES AND RESPONSIBILITIES.

         (a)      Except during the continuance of an Event of Default,

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

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

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

         (c) 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

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

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

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

               (4) 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.

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

SECTION 602.      NOTICE OF DEFAULTS.

         Within 90 days after the occurrence of any default, the Trustee shall
transmit in the manner provided for in Section 105, to all Holders of Securities
entitled to receive reports pursuant to Section 313(c) of the Trust Indenture
Act, notice of all defaults 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 (or premium, if any) or interest
(including Additional Sums) on any Security, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
interest of the Holders of Securities; and provided, further, that in the case
of any default of the character specified in Section 501(5) with respect to
Securities, no such notice to Holders shall be given until at least 45 days
after the occurrence thereof. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time or both
would become, an Event of Default.

SECTION 603.      CERTAIN RIGHTS OF TRUSTEE.

         Subject to the provisions of Section 601:

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

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

                  (c) 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;

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

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

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

                  (g) 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; and

                  (h) the Trustee shall not be charged with knowledge of any
         Event of Default unless either (1) a Responsible Officer of the Trustee
         assigned to the Corporate Trust Office of the Trustee (or any successor
         division or department of the Trustee) shall have actual knowledge of
         the Event of Default or (2) written notice of such Event of Default
         shall have been given to the Trustee by the Company, any other obligor
         on such Securities or by any Holder of such Securities.

SECTION 604. 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 the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. The Trustee
or any Authenticating Agent shall not be accountable for the use or application
by the Company of Securities or the proceeds thereof.

         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Trust Securities and shall be entitled to rely on the delivery to it
of a written notice by a Person representing himself to be a holder of a Trust
Security to establish that such Person is such a holder. The Trustee may
conclusively rely on an Officers' Certificate as evidence that the holders of
the necessary percentage of liquidation preference of Trust Securities have
taken any action contemplated hereunder and shall have no duty to investigate
the truth or accuracy of any statement contained therein.

SECTION 605.      MAY HOLD SECURITIES.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
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
608 and 613, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

SECTION 606.      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 with the Company.

SECTION 607.      COMPENSATION AND REIMBURSEMENT.

         The Company agrees

               (1) to pay to the Trustee from time to time such  compensation as
          is agreed upon in writing;

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

               (3)  to  indemnify  the  Trustee,  its  officers,  directors  and
          employees for, and to hold it harmless against, any loss, liability or
          expense incurred without  negligence,  willful misconduct or bad faith
          on its part,  arising out of or in connection  with the  acceptance or
          administration of the trust or trusts  hereunder,  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.  Obligations under this section 607(3) will survive
          the satisfaction  and discharge of this Indenture  pursuant to Section
          401 hereof.

         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 as such, except funds held
in trust for the payment of principal of, premium, if any, or interest, if any,
on particular Securities.

SECTION 608.      DISQUALIFICATION; CONFLICTING INTERESTS.

         If the Trustee has or shall acquire any conflicting interest, within
the meaning of the Trust Indenture Act, it shall, within 90 days after
ascertaining that it has such conflicting interest, either eliminate such
conflicting interest or resign, to the extent and in the manner provided by, and
subject to the provisions of, the Trust Indenture Act and this Indenture.

SECTION 609.      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

         There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States 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 and qualified and eligible under this Article and otherwise
permitted by the Trust Indenture Act to act as Trustee under an Indenture
qualified under the Trust Indenture Act. If such corporation 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 corporation shall be deemed to be its
combined capital surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

SECTION 610.      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

         (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

         (b) The Trustee may resign at any time by giving written notice thereof
to the Company. If the instrument of acceptance by a successor Trustee required
by Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

         (c) The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount of the Outstanding Securities delivered to the
Trustee and to the Company.

         (d)      If at any time:

                  (1) the Trustee shall fail to comply with Section 608 after
         written request therefor by the Company or by any Holder of a Security
         who has been a Holder of a Security for at least six months, or

                  (2) the Trustee shall cease to be eligible under Section 609
         and shall fail to resign after written request therefor by the Company
         or by any such Holder, or

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

then, in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514, any
Holder of a Security who has been a bona fide Holder of a Security 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 with respect
to all Securities and the appointment of a successor Trustee or Trustees.

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee or
Trustees and shall comply with the applicable requirements of Section 611. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 611, become the successor Trustee
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee shall have been so appointed by the Company or the Holders
of Securities and accepted appointment in the manner required by Section 611,
any Holder of a Security who has been a bona fide Holder of a Security 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.

         (f) The Company shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee in accordance with
Section 105.

SECTION 611.      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

         (b) 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 (a) of this Section.

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

SECTION 612.      MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any 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 613.      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY

         If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor). For purposes of Section 311(b)(4) and
(6) of the Trust Indenture Act.

         (a) "cash transaction" means any transaction in which full payment for
goods or securities sold is made within seven days after delivery of the goods
or securities in currency or in checks or other orders drawn upon banks or
bankers and payable upon demand; and

         (b) "self-liquidating paper" means any draft, bill of exchange,
acceptance or obligation which is made, drawn, negotiated or incurred by the
Company (or any such obligor) for the purpose of financing the purchase,
processing, manufacturing, shipment, storage or sale of goods, wares or
merchandise and which is secured by documents evidencing title to, possession
of, or a lien upon, the goods, wares or merchandise or the receivables or
proceeds arising from the sale of the goods, wares or merchandise previously
constituting the security, provided the security is received by the Trustee
simultaneously with the creation of the creditor relationship with the Company
(or any such obligor) arising from the making, drawing, negotiating or incurring
of the draft, bill of exchange, acceptance or obligation.

SECTION 614.      APPOINTMENT OF AUTHENTICATING AGENT.

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

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

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

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

         The provisions of Sections 306, 604 and 605 shall be applicable to each
Authenticating Agent.

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

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

                                                Bankers Trust Company
                                                     As Trustee

                                           By
                                               As Authenticating Agent

                                           By
                                                Authorized Signatory


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

     The Company  will  furnish or cause to be  furnished  to the  Trustee  with
respect to the Registered Securities

                  (a) semi-annually, not later than 15 days after such Regular
         Record Date, in each year, a list, in such form as the Trustee may
         reasonably require, containing all the information in the possession or
         control of the Company, or any of its Paying Agents other than the
         Trustee, as to the names and addresses of the Holders of Securities as
         of the preceding May 15 or November 15, as the case may be, and

                  (b) at such other times as the Trustee may request in writing,
         within 30 days after the receipt by the Company of any such request, a
         list of similar form and content as of the most recent Regular Record
         Date;

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

SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

     (a) The Trustee shall comply with the obligations imposed on it pursuant to
Section 312 of the Trust Indenture Act.

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

SECTION 703.      REPORTS BY TRUSTEE.

     (a) Within 60 days after May 15 of each year  commencing with May 15, 1997,
if required by Section  313(a) of the Trust  Indenture  Act,  the Trustee  shall
transmit  a brief  report  dated  as of such May 15 with  respect  to any of the
events  specified in such Section  313(a) that may have occurred since the later
of the immediately preceding May 15 and the date of this Indenture.

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

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

SECTION 704.      REPORTS BY COMPANY.

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

                  (1) file with the Trustee, within 15 days after the Company is
         required to file the same with the Commission, copies of the annual
         reports and of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the Commission may from
         time to time by rules and regulations prescribe) that the Company may
         be 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 said
         Sections, then it shall file with the Trustee and the Commission, in
         accordance with rules and regulations prescribed from time to time by
         the Commission, such of the supplementary and periodic information,
         documents and reports which may be required pursuant to Section 13 of
         the 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;

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

                  (3) transmit, within 30 days after the filing thereof with the
         Trustee, to the Holders of Securities, in the manner and to the extent
         provided in Section 313(c) of the Trust Indenture Act, such summaries
         of any information, documents and reports required to be filed by the
         Company pursuant to paragraphs (1) and (2) of this Section 704 as may
         be required by rules and regulations prescribed from time to time by
         the Commission; and

               (4) notify the Trustee when and as the Securities become admitted
          to trading on any national securities exchange.


                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

         Nothing contained in this Indenture or in the Securities will prevent
any consolidation of the Company with, or merger of the Company with or into,
any other corporation or corporations (whether or not affiliated with the
Company), or successive consolidations or mergers to which the Company or its
successor will be a party, or will prevent any sale, lease or conveyance of the
property of the Company, as an entirety or substantially as an entirety;
provided that upon any such consolidation, merger, sale, lease or conveyance to
which the Company is a party and in which the Company is not the surviving
corporation, the due and punctual performance and observance of all of the
covenants and conditions of the Indenture to be performed or observed by the
Company and the due and punctual payment of the principal of, premium, if any,
and interest on all of the Securities, according to their tenor, shall be
expressly assumed by supplemental indenture satisfactory in form to the Trustee,
executed and delivered to the Trustee, by the corporation formed by such
consolidation, or into which the Company shall have been merged, or which shall
have acquired such property. In addition, the Company may assign and delegate
all of its rights and obligations under this Indenture, the Securities, any
supplemental indenture relating to the Securities, the Deposit Agreement and all
other documents, agreements and instruments related thereto to any Person that
owns all of the ordinary shares of the Company or to any Person that owns all of
the ordinary shares of a Person that owns all of the ordinary shares of the
Company, and upon any such Person assuming such rights and obligations the
Company shall be automatically released from such obligations, provided that
immediately after giving effect to such transaction no Event of Default, and no
event which, after notice or lapse of time or both, would become an Event of
Default shall have happened and be continuing.

         In the event that any such successor entity is organized under the laws
of a country located outside of the United Kingdom and withholding or deduction
is required by law for or on account of any present or future taxes, duties,
assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or within such country in which the successor
entity is organized or by or within any political subdivision thereof or any
authority therein or thereof having power to tax, the successor entity shall pay
to the relevant Holder of the Global Securities or to the relevant Holders of
the Definitive Registered Securities, as the case may be, such additional
amounts, under the same circumstances and subject to the same limitations as are
specified for "United Kingdom Taxes," as is set forth under Section 1004 herein,
but substituting for the United Kingdom in each place the name of the country
under the laws of which such successor entity is organized. In addition such
successor entity shall be entitled to effect optional tax redemptions under the
same circumstances and subject to the same limitations as are set forth under
Section 1101 herein, but substituting for the United Kingdom in each place the
name of the country under the laws of which such successor entity is organized.

SECTION 802.      SUCCESSOR CORPORATION SUBSTITUTED.

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


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

         Without the consent of any Holders of 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 indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

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

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

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

               (4) to add to or change any of the provisions of this  Indenture,
          to change or eliminate  any  restrictions  on the payment of principal
          (or  premium,  if any) on  Securities  or to permit  the  issuance  of
          Securities in uncertificated  form, provided any such action shall not
          adversely affect the interests of the Holders in any material respect;
          or

               (5) to secure the Securities; or

               (6) to evidence  and provide for the  acceptance  of  appointment
          hereunder  by a  successor  Trustee and to add to or change any of the
          provisions  of this  Indenture as shall be necessary to provide for or
          facilitate the administration of the trusts hereunder by more than one
          Trustee; or

               (7) to cure any ambiguity, to correct or supplement any provision
          herein which may be inconsistent  with any other provision  herein, or
          to make provisions with respect to matters or questions  arising under
          this  indenture,  provided such action shall not adversely  affect the
          interests of the Holders or holders of outstanding Trust Securities in
          any material respect; or

               (8)  subject  to  Section  903(a),  to make any change in Article
          Thirteen that would limit or terminate  the benefits  available to any
          holder of Senior Indebtedness under such Article; or

               (9)  to  modify,  eliminate  or add to  the  provisions  of  this
          Indenture  to  such  extent  as  shall  be  necessary  to  effect  the
          qualification of this Indenture under the Trust Indenture Act or under
          any similar  federal  statute  hereafter  enacted,  and to add to this
          Indenture  such other  provisions as may be expressly  required by the
          Trust Indenture Act.

SECTION 902.      SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

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

                  (1) extend the Stated Maturity of the principal of, or any
         installment of principal of, any Security, or reduce the principal
         amount thereof, or reduce the rate or extend the time of payment of
         interest thereon (except that a declaration of a valid extension by the
         Company shall not constitute an extension of time of payment of
         interest for this purpose) or reduce any amount payable upon the
         redemption thereof, or change the currency in which the principal
         thereof, premium, if any, or any interest thereon is payable, or impair
         the right to institute suit for the enforcement of any payment on any
         Security when due, or

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

                  (3) modify any of the provisions of this Section 902, Section
         513 or Section 1008, except to increase any such percentage or to
         provide that certain other provisions of this Indenture cannot be
         modified or waived without the consent of the Holder of each
         Outstanding Security affected thereby, provided, however, that this
         clause shall not be deemed to require the consent of any Holder of a
         Security with respect to changes in the references to "the Trustee" and
         concomitant changes in this Section and Section 1008, or the deletion
         of this proviso, in accordance with the requirements of Sections 611(b)
         and 901(8), or

                  (4) modify the provisions of this Indenture with respect to
         the subordination of the Securities in a manner adverse to such Holder.

SECTION 903.               GENERAL PROVISIONS REGARDING SUPPLEMENTAL INDENTURE.

         (a) A supplemental indenture entered into pursuant to Section 901 or
Section 902 may not make any change that adversely affects the rights under
Article Thirteen of any holder of Senior Indebtedness then outstanding unless
the holders of such Senior Indebtedness (or any group or representative thereof
authorized to give a consent) consent to such change.

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

SECTION 904.      EXECUTION OF SUPPLEMENTAL INDENTURES.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties, immunities or liabilities under this Indenture or
otherwise.

SECTION 905.      EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 906.      CONFORMITY WITH TRUST INDENTURE ACT.

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

SECTION 907.      REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

         Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new 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.

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001.     PAYMENT OF PRINCIPAL AND INTEREST.

         The Company will duly and punctually pay the principal of (and premium,
if any) and interest, including Additional Sums (subject to the right of the
Company to extend an interest payment period), on the Securities in accordance
with the terms of the Securities and this Indenture.

SECTION 1002.     MAINTENANCE OF OFFICE OR AGENCY.

         The Company will maintain (i) in the Borough of Manhattan, The City of
New York, an office or agency where Securities may be presented or surrendered
for payment, and where notices and demands to or upon the Company in respect of
the Securities and this Indenture may be served and if definitive Registered
Securities have been issued, an office or agency of a Transfer Agent where
Securities may be surrendered for registration of transfer or exchange, and (ii)
an office or agency of a Paying Agent where the Securities may be paid in
Luxembourg so long as the Securities are listed on the Luxembourg Stock Exchange
and the rules of such exchange so require. 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, except that Bearer
Securities of that series pursuant to Section 1001 may be presented at the place
specified for the purpose pursuant to Section 301, and the Company hereby
appoints the Paying Agent as its agent to receive all such presentations,
surrenders, notices and demands.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations. 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 1003.     MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

         If the Company or one of its Affiliates shall at any time act as its
own Paying Agent, it will, on or before each due date of the principal of (and
premium, if any) or interest (including Additional Sums, if any) on any of the
Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
(including Additional Sums, if any) so becoming due until such sums shall be
paid to such Persons or otherwise 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, it will,
prior to each due date of the principal of (and premium, if any) or interest
(including Additional Sums,, if any) on any Securities, deposit with a Paying
Agent a sum sufficient to pay the principal (and premium, if any) or interest
(including Additional Amounts and Additional Sums, if any) so becoming due, such
sum to be held in trust for the benefit of the Persons entitled to such
principal, premium or interest (including Additional Sums, if any), 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 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:

                  (1) hold all sums held by it for the payment of the principal
         of (and premium, if any) or interest (including Additional Sums, if
         any) on Securities 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;

                  (2) give the Trustee notice of any default by the Company (or
         any other obligor upon the Securities) in the making of any payment of
         principal of (and premium, if any) or interest (including Additional
         Sums, if any) on the Securities; and

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

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

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest (including Additional Sums, if any) on any Security and
remaining unclaimed for two years after such principal (and premium, if any) or
interest (including Additional Sums, if any) 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 such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper of general circulation in New York City and
Luxembourg notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

SECTION 1004.     ADDITIONAL AMOUNTS.

         All payments of principal, premium, if any, and interest in respect of
the Securities shall be made free and clear of, and without withholding or
deduction for or on account of, any present or future taxes, duties, assessments
or governmental charges of whatever nature imposed, levied, collected, withheld
or assessed by or within the UK or by or within any political subdivision
thereof or any authority therein or thereof having power to tax ("UK Taxes"),
unless such withholding or deduction is required by law. In the event of any
such withholding or deduction the Company shall pay to the relevant Holder of
Securities such additional amounts ("Additional Amounts") as will result in the
payment to each such Holder of the amount that would otherwise have been
receivable by such Holder in the absence of such withholding or deduction,
except that no such Additional Amounts shall be payable:

         (a) to, or to a Person on behalf of, a Holder who is liable for such UK
Taxes in respect of the Security by reason of such Holder having some connection
with the UK (including being a citizen or resident or national of, or carrying
on a business or maintaining a permanent establishment in, or being physically
present in, the UK) other than the mere holding of a Security or the receipt of
principal, premium, if any, and interest in respect thereof;

         (b) to, or to a Person on behalf of, a Holder who presents a Security
(where presentation is required) for payment more than 30 days after the
Relevant Date(as defined below) except to the extent that such Holder would have
been entitled to such Additional Amounts on presenting such Security for payment
on the last day of such period of 30 days;

     (c) to, or to a Person on  behalf  of, a Holder  who  presents  a  Security
(where presentation is required) in the United Kingdom;

     (d) to, or to a Person on  behalf  of, a Holder  who would not be liable or
subject to the withholding or deduction by making a declaration of non-residence
or similar claim for exemption to the relevant tax authority; or

         (e) to, or to a Person on behalf of, a Holder of a Definitive
Registered Security issued pursuant to the request of owners of interests
representing a majority in outstanding principal amount in Book-Entry Interest
following and during the continuance of an Event of Default if such Holder (or
any predecessor Holder) was one of such owners requesting that Definitive
Registered Securities be so issued.

         Such Additional Amounts will also not be payable where, had the
beneficial owner of the Security (or any interest therein) been the Holder of
the Security, he would not have been entitled to payment of Additional Amounts
by reason of any one or more of the clauses (a) through (e) above. If the
Company shall determine that Additional Amounts will not be payable because of
the immediately preceding sentence, the Company will inform such Holder promptly
after making such determination setting forth the reason(s) therefor.

SECTION 1005.     CORPORATE EXISTENCE.

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

SECTION 1006.     LIMITATIONS ON DIVIDEND AND CERTAIN OTHER PAYMENTS.

         The Company covenants that it will not (a) declare or pay any dividends
on, or redeem, purchase, acquire or make a distribution or liquidation payment
with respect to, any of its capital stock except for dividends, payments or
distributions payable in shares of its capital stock and conversions or
exchanges of capital stock, reclassifications of its capital stock of one class
or series for capital stock of another class or series and except for a
redemption, purchase or other acquisition of shares of its capital stock made
for the purpose of an employee incentive plan or benefit plan or similar
arrangement of the Company or any of its subsidiaries or (b) make any payment of
interest, principal of or premium, if any, on, or repay, repurchase or redeem
any debt securities issued by the Company that rank pari passu with or junior to
the Securities (except by conversion into or exchange for shares of its capital
stock) or (c) make any guarantee payment with respect to the foregoing, if at
such time (i) the Company shall be in default with respect to its guarantee
payments or other payment obligations under the Capital Securities Guarantee,
(ii) there shall have occurred and be continuing any Event of Default, or (iii)
the Company shall have given notice of its selection of an Extension Period as
provided in this Indenture and such period, or any extension thereof, is
continuing.

SECTION 1007.     STATEMENT AS TO COMPLIANCE.

         (a) The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year, a written statement, which need not comply with Section
102, signed by the principal executive officer, the principal financial officer
or the principal accounting officer of the Company, as to his or her knowledge
of the Company's compliance with all conditions and covenants under this
Indenture. For purposes of this Section 1007, such compliance shall be
determined without regard to any period of grace or requirement of notice under
this Indenture.

         (b) The Company shall deliver to the Trustee, no later than the
Business Day on which the event occurs, written notice of the liquidation,
dissolution or winding-up of the Issuer Trust if such liquidation, dissolution
or winding-up would occur earlier than the Stated Maturity of the Securities.

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

SECTION 1008.     WAIVER OF CERTAIN COVENANTS.

         Except as otherwise specified in Section 301 for Securities, the
Company may omit in any particular instance to comply with any term, provision
or condition set forth in Sections 1005 and 1006 if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

SECTION 1009.     COVENANTS REGARDING TRUST.

         For so long as the Capital Securities remain outstanding, the Company
covenants (i) not to cause or permit the Common Securities to be transferred
except to the extent permitted by the Declaration of Trust; provided, however,
that any permitted successor of the Company hereunder may succeed to the
Company's ownership of such Common Securities, (ii) to comply fully with all of
its obligations and agreements contained in the Declaration of Trust and (iii)
not to take any action which would cause the Trust to be treated as a grantor
trust for United States federal income tax purposes except in connection with a
distribution of the Securities.


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.     OPTIONAL REDEMPTION; CONDITIONS TO OPTIONAL REDEMPTION.

         (a) At any time after February 1, 2007, the Company shall have the
right to redeem the Securities, in whole or in part, from time to time, at the
applicable Redemption Price plus any accrued but unpaid interest to the
Redemption Date.

         (b) If a Special Event has occurred and is continuing, the Company
shall have the right prior to February 1, 2007, upon not less than 15 nor more
than 60 days written notice to the Holders and the Trustee, to redeem the
Securities, in whole (but not in part),upon the occurrence and continuance of
such Special Event at the applicable Redemption Price.

         (c) If the Company has become obligated to pay Additional Amounts as
described under Section 1004, then, the Company shall have the right, upon not
less than 15 nor more than 60 days written notice to the Holders and the
Trustee, to redeem the Securities, in whole (but not in part), at the applicable
Redemption Price plus any accrued but unpaid interest to the Redemption Date.

         (d) (1) "Redemption Price" in a case of a redemption pursuant to
paragraph (a) means the amount equal to the percentages specified below of the
principal amount of the Security to be redeemed, plus any accrued and unpaid
interest, to the Redemption Date, including interest accrued during any
Extension Periods if redeemed during the 12-month period beginning February 1 of
the years indicated below:

        Year                                        Percentage
        ----                                        ----------
        2007                                        104.115%
        2008                                        103.704
        2009                                        103.292
        2010                                        102.881
        2011                                        102.469
        2012                                        102.058
        2013                                        101.646
        2014                                        101.235
        2015                                        100.823
        2016                                        100.412
        2017 and thereafter                         100.000

                  (2) "Redemption Price" in a case of a redemption pursuant to
paragraph (b) means the greater of (A) the amount equal to 100% of the principal
amount of the Securities being redeemed or (B) the amount equal to the sum of
the present values of the remaining scheduled payments of principal and premium
of and interest on the Securities being redeemed through February 1, 2007
discounted to the date of redemption on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at a discount rate equal to the
Treasury Yield plus 110 basis points, in the case of such a redemption before
February 1, 1998 and the Treasury Yield plus 50 basis points, in the case of
such a redemption on or after February 1, 1998 but prior to February 1, 2007,
plus, for (A) or (B) above, whichever is applicable, accrued interest on the
Securities to the Redemption Date, including interest accrued during any
Extension Period.

                  "Treasury Yield" means, with respect to any Redemption Date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term through February 1, 2007 of the Securities to
be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term through February 1, 2007
of the Securities.

                  "Comparable Treasury Price" means, with respect to any
Redemption Date, (i) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third Business Day in New York City preceding such redemption date, as
set forth in the most recent weekly statistical release (or any successor
release) published by the Federal Reserve Bank of New York and designated
"H.15(519)" or (ii) if such release (or any successor release) is not published
or does not contain such prices on such business day, the Reference Treasury
Dealer Quotation for such redemption date.

                  "Independent Investment Banker" means an independent
investment banking institution of national standing appointed by the Company and
reasonably acceptable to the Trustee.

                  "Reference Treasury Dealer Quotation" means, with respect to
the Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount
and quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00
p.m. on the third Business Day preceding such Redemption Date).

                  "Reference Treasury Dealer" means a primary US Government
securities dealer in New York City appointed by the Company and reasonably
acceptable to the Trustee.

                  (3) "Redemption Price" in a case of a redemption pursuant to
paragraph (c) means a price equal to the outstanding principal amount thereof,
together with Additional Amounts, if any, and accrued interest, if any, to the
Redemption Date, if (a) the Company satisfies the Trustee that it has or will
become obligated to pay Additional Amounts on the Securities, as a result of
either (x) any change in, or amendment to, the laws or regulations of the United
Kingdom or any political subdivision or any authority or agency thereof or
therein having power to tax or levy duties, or any change in the application or
interpretation of such laws or regulations, which change or amendment becomes
effective on or after January 23, 1997, or (y) the issuance of definitive
Registered Securities as the result of DTC having notified the Company and the
Book-Entry Depositary that it is unable or unwilling to continue to hold the
Book-Entry Interest or at any time ceasing to be a "clearing agency" registered
as such under the Exchange Act and, in either case, a successor not being
appointed by the Company within 120 days or the Book-Entry Depositary notifying
the Company that it is unwilling or unable to continue as Book-Entry Depositary
with respect to the Securities and a successor Book-Entry Depositary not being
appointed being within 120 days or there having occurred and being continuing an
Event of Default with respect to the Securities and the Holder, in such
circumstances, having requested in writing a definitive Registered Security, and
(b) such obligation cannot be avoided by the Company taking reasonable measures
available to it; provided, however, that no such notice of redemption shall be
given earlier than 90 days prior to the earliest date on which the Company would
be obligated to pay such Additional Amounts, were a payment in respect of the
Securities then due. Prior to the giving of notice of redemption of such
Securities pursuant to this Indenture, the Company shall deliver to the Trustee
an Officers' Certificate stating that the obligation to pay such Additional
Amounts cannot be avoided by the Company taking reasonable measures available to
it, and the Trustee shall accept such certificate as sufficient evidence of such
condition, in which event such certificate shall be conclusive and binding on
the Holders of the Securities.

SECTION 1102.     ELECTION TO REDEEM; NOTICE TO TRUSTEE.

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution. In case of any redemption at the election of the Company
of all of the Securities, the Company shall, at least 20 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee and the related Institutional Trustee), notify the
Trustee and the related Institutional Trustee in writing of such Redemption
Date. In case of any redemption at the election of the Company of less than all
the Securities, the Company shall, at least 25 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee and the related Institutional Trustee), notify the Trustee and the
related Institutional Trustee in writing of such Redemption Date and of the
principal amount of Securities 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 such Securities or elsewhere in this Indenture, or (ii)
pursuant to an election of the Company which is subject to a condition specified
in the terms of such Securities, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction or condition.

SECTION 1103.     SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

         If the Securities are registered in the name of only one Holder, any
partial redemptions shall be pro rata. If the Securities are held in definitive
form by more than one Holder and if less than all the Securities 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 not previously called for redemption, by lot or other such method as
the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for the Securities or any integral multiple thereof) of the
principal amount of Securities of a denomination larger than the minimum
authorized denomination for Securities.

         The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities 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 Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

SECTION 1104.     NOTICE OF REDEMPTION.

         Notice of redemption shall be given in the manner provided in Section
106 to the Holders of Securities to be redeemed not less than 15 nor more than
60 days prior to the Redemption Date.

         All notices of redemption shall state:

                    (1) the Redemption Date,

                    (2) the Redemption Price,

                    (3) if less than all the  Outstanding  Securities  are to be
               redeemed,  the  identification  (and,  in  the  case  of  partial
               redemption,  the principal amounts) of the particular  Securities
               to be redeemed,

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

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

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

SECTION 1105.     DEPOSIT OF REDEMPTION PRICE.

         Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company or its Affiliate is acting as
its own Paying Agent, segregate and hold in trust as provided in Section 1003)
an amount of money sufficient to pay the Redemption Price of and accrued
interest, if any, on all the Securities which are to be redeemed on that date.

SECTION 1106.              SECURITIES PAYABLE ON REDEMPTION DATE.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified together with any accrued interest (including
any Additional Amounts and Additional Sums) thereon, and from and after such
date (unless the Company shall default in the payment of the Redemption Price
and accrued interest) such Securities shall cease to bear interest. Upon
surrender of any such Security for redemption in accordance with such notice,
such Security shall be paid by the Company at the Redemption Price, together
with accrued interest, if any, and any Additional Amounts and Additional Sums to
the Redemption Date; provided, however, that, installments of interest on
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 at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 305.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

SECTION 1107.     SECURITIES REDEEMED IN PART.

         Any Security including any Global Security that is to be redeemed only
in part shall be surrendered at an office or agency of the Company therefor
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered; provided that if a Global Security is so
surrendered, the new Global Security shall be in a denomination equal to the
unredeemed portion of the principal of the Global Security so surrendered.

SECTION 1108.     APPLICABILITY OF ARTICLE.

         Securities which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and in accordance with this Article.





                                 ARTICLE TWELVE

                                  SUBORDINATION

SECTION 1201.     SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS.

         The Company covenants and agrees, and each Holder of a Security, by his
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article (subject to Article Four), the
payment of the principal of, premium, if any, and interest (including Additional
Amounts and Additional Sums) on each and all of the Securities are hereby
expressly made subordinate and subject in right of payment to the prior payment
in full in cash of all Senior Indebtedness.

SECTION 1202.     PAYMENT OF PROCEEDS UPON DISSOLUTION, ETC.

         Upon any payment or distribution of assets of the Company to creditors
upon any liquidation, dissolution, winding-up, reorganization, assignment for
the benefit of creditors, marshalling of assets or liabilities or any
bankruptcy, insolvency or similar proceedings of the Company (each such event,
if any, referred to as a "Proceeding"), the holders of Senior Indebtedness shall
be entitled to receive payment in full of all amounts due on or to become due on
or in respect of all Senior Indebtedness (including any interest accruing
thereon after the commencement of any such Proceeding, whether or not allowed as
a claim against the Company in such Proceeding), before the Holders of the
Securities are entitled to receive any payment or distribution (excluding any
payment described in Section 1209) on account of the principal of, premium, if
any, or interest (including Additional Amounts and Additional Sums, if any) on
the Securities or on account of any purchase, redemption or other acquisition of
Securities by the Company (all such payments, distributions, purchases,
redemptions and acquisitions, whether or not in connection with a Proceeding,
herein referred to, individually and collectively, as a "Payment").

         In the event of the acceleration of the maturity of the Securities,
then no payment shall be made by the Company with respect to the principal
(including redemption payments) of or premium, if any, or interest on the
Securities until the holders of all Senior Indebtedness outstanding at the time
of such acceleration shall receive payment in full of all Allocable Amounts due
in respect of such Senior Indebtedness (including any amounts due upon
acceleration).

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

         For purposes of this Article, "assets of the Company" shall not be
deemed to include shares of stock of the Company as reorganized or readjusted,
or securities of the Company or any other corporation provided for by a plan of
reorganization or readjustment, the payment of which is subordinated at least to
the extent provided in this Article with respect to the Securities to the
payment of all Senior Indebtedness that may at the time be outstanding,
provided, however, that (i) the Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and
(ii) the rights of the holders of the Senior Indebtedness are not, without the
consent of such holders, altered by such reorganization or readjustment. The
consolidation of the Company with, or the merger of the Company into, another
corporation or the liquidation or dissolution of the Company following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another corporation upon the terms and conditions provided for in
Article Eight hereof shall not be deemed a dissolution, winding-up, liquidation
or reorganization for the purposes of this Section 1202 if such other
corporation shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions stated in Article Eight hereof. Nothing in
Section 1203 or in this Section 1202 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 607.

SECTION 1203.     NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT.

         No payment of any principal, including redemption payments, if any,
premium, if any, or interest on (including Additional Amounts and Additional
Sums) the Securities shall be made if

               (i) any Senior  Indebtedness  is not paid when due whether at the
          stated  maturity of any such payment or by call for redemption and any
          applicable  grace period with respect to such default has ended,  with
          such default remaining uncured and such default has not been waived or
          otherwise ceased to exist;

               (ii) the maturity of any Senior Indebtedness has been accelerated
          because of a default; or

               (iii)  notice  has been  given of the  exercise  of an  option to
          require repayment, mandatory payment or prepayment or otherwise.

         In the event that, notwithstanding the foregoing, the Company shall
make any Payment to the Trustee or any Holder prohibited by the foregoing
provisions of this Section, then in such event such Payment shall be held in
trust and paid over and delivered forthwith to the holders of the Senior
Indebtedness.

     The  provisions of this Section shall not apply to any Payment with respect
to which Section 1202 hereof would be applicable.

SECTION 1204.     PAYMENT PERMITTED IF NO DEFAULT.

         Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent the Company, at any time except during the
pendency of any Proceeding referred to in Section 1202 hereof or under the
conditions described in Section 1203 hereof, from making Payments. Nothing in
this Article shall have any effect on the right of the Holders or the Trustee to
accelerate the maturity of the Securities upon the occurrence of an Event of
Default, but, in that event, no payment may be made in violation of the
provisions of this Article with respect to the Securities. If payment of the
Securities is accelerated because of an Event of Default, the Company shall
promptly notify the holders of the Senior Indebtedness (or their
representatives) of such acceleration.

SECTION 1205.     SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.

         The rights of the Holders of the Securities shall be subrogated to the
rights of the holders of such Senior Indebtedness to receive payments and
distributions of cash, property and securities applicable to the Senior
Indebtedness until the principal of, premium, if any, and interest (including
Additional Sums) on the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article, and no payments pursuant to the provisions of this Article to the
holders of Senior Indebtedness by Holders of the Securities or the Trustee,
shall, as among the Company, its creditors other than holders of Senior
Indebtedness and the Holders of the Securities, be deemed to be a payment or
distribution by the Company to or on account of the Senior Indebtedness.

SECTION 1206.     PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

         The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders on the one hand and the
holders of Senior Indebtedness on the other hand. Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is intended to or
shall (a) impair, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders of the Securities, the obligation of the
Company, which is absolute and unconditional (and which, subject to the rights
under this Article of the holders of Senior Indebtedness, is intended to rank
equally with all other general obligations of the Company), to pay to the
Holders of the Securities the principal of, premium, if any, and interest
(including Additional Sums) on the Securities as and when the same shall become
due and payable in accordance with their terms; or (b) affect the relative
rights against the Company of the Holders of the Securities and creditors of the
Company other than the holders of Senior Indebtedness; or (c) prevent the
Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article of the holders of Senior Indebtedness to
receive cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder or, under the conditions specified in Section 1203, to
prevent any payment prohibited by such Section or enforce their rights pursuant
to the penultimate paragraph in Section 1203.

SECTION 1207.     TRUSTEE TO EFFECTUATE SUBORDINATION.

         Each Holder of a Security by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes,
including, in the event of any dissolution, winding-up, liquidation or
reorganization of the Company, whether in bankruptcy, insolvency, receivership
proceedings, or otherwise, the timely filing of a claim for the unpaid balance
of the indebtedness of the Company owing to such Holder in the form required in
such proceedings and the causing of such claim to be approved.

SECTION 1208.     NO WAIVER OF SUBORDINATION PROVISIONS.

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

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article or
the obligations hereunder of the Holders of the Securities to the holders of
Senior Indebtedness, do any one or more of the following: (i) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter,
Senior Indebtedness, or otherwise amend or supplement in any manner Senior
Indebtedness or any instrument evidencing the same or any agreement under which
Senior Indebtedness is outstanding; (ii) permit the Company to borrow, repay and
then reborrow any or all of the Senior Indebtedness; (iii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Indebtedness; (iv) release any Person liable in any manner for
the collection of Senior Indebtedness; (v) exercise or refrain from exercising
any rights against the Company and any other Person; or (vi) apply any sums
received by them to Senior Indebtedness.

SECTION 1209.     TRUST MONEYS NOT SUBORDINATED.

         Notwithstanding anything contained herein to the contrary, payments
from money held in trust by the Trustee under Article Four for the payment of
the principal of, premium, if any, and interest (including Additional Sums) on
the Securities shall not be subordinated to the prior payment of any Senior
Indebtedness or subject to the restrictions set forth in this Article and no
Holder of such Securities nor the Trustee shall be obligated to pay over such
amount to the Company, any holder of Senior Indebtedness (or a designated
representative of such holder) or any other creditor of the Company.

SECTION 1210.     NOTICE TO THE TRUSTEE.

         The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company that would prohibit the making
of any payment of monies to or by the Trustee in respect of the Securities
pursuant to the provisions of this Article. Notwithstanding the provisions of
this Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts that would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article unless and until a
Responsible Officer of the Trustee shall have received written notice thereof at
the Corporate Trust Office of the Trustee from the Company or a holder or
holders of Senior Indebtedness or from any trustee therefor; and before the
receipt of any such written notice, the Trustee, subject to the provisions of
Section 601, shall be entitled in all respects to assume that no such facts
exist; provided, however, that if the Trustee shall not have received the notice
provided for in this Section 1210 at least two Business Days prior to the date
upon which, by the terms hereof, any money may become payable for any purpose
(including, without limitation, the payment of the principal of (or premium, if
any) or interest on any Security), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such money and to apply the same to the purposes for which they were
received, and shall not be affected by any notice to the contrary that may be
received by it within two Business Days prior to such date.

         The Trustee, subject to the provisions of Section 601, shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee on
behalf of such holder) to establish that such notice has been given by a holder
of Senior Indebtedness or a trustee on behalf of any such holder or holders. In
the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article, and if such evidence is not furnished the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

SECTION 1211.    RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.

         Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 601 hereof,
and the Holders of the Securities shall be entitled to rely upon any order or
decree entered by any court of competent jurisdiction in which such Proceeding
is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior
Indebtedness, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article,
provided that the foregoing shall apply only if such court has been apprised of
the provisions of this Article.

SECTION 1212.     TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.

         Subject to the provisions of Section 601, the Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall
not be liable to any such holders if it shall in good faith mistakenly pay over
or distribute to Holders of Securities or to the Company or to any other Person
cash, property or securities to which any holders of Senior Indebtedness shall
be entitled by virtue of this Article or otherwise.

SECTION 1213. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS; PRESERVATION
              OF TRUSTEE'S RIGHTS.

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

         Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 607 hereof.

SECTION 1214.     ARTICLE APPLICABLE TO PAYING AGENTS.

         In case at any time any Paying Agent other than the Trustee (or the
Company or an Affiliate of the Company) shall have been appointed by the Company
and be then acting hereunder, the term "Trustee" as used in this Article shall
in such case (unless the context otherwise requires) be construed as extending
to and including such Paying Agent within its meaning as fully for all intents
and purposes as if such Paying Agent were named in this Article in addition to
or in place of the Trustee.

SECTION 1215. RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON SUBORDINATION
              PROVISIONS.
         Each Holder by accepting a Security acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Indebtedness, whether such
Senior Indebtedness was created or acquired before or after the issuance of the
Securities, to acquire and continue to hold, or to continue to hold, such Senior
Indebtedness and such holder of Senior Indebtedness shall be deemed conclusively
to have relied on such subordination provisions in acquiring and continuing to
hold, or to continue to hold, such Senior Indebtedness.


                                ARTICLE THIRTEEN

                            SECURITYHOLDERS' MEETINGS

SECTION 1301.  PURPOSES OF MEETINGS.

         A meeting of Holders may be called at any time and from time to time
pursuant to the provisions of this Article Thirteen for any of the following
purposes:

               (a)  to give any notice to the Company or to the  Trustee,  or to
                    give any  directions  to the  Trustee,  or to consent to the
                    waiving of any default hereunder and its consequences, or to
                    take any  other  action  authorized  to be taken by  Holders
                    pursuant to any of the provisions of Article Five;

               (b)  to remove  the  Trustee  and  nominate a  successor  trustee
                    pursuant to the provisions of Article Six;

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

               (d)  to take any  other  action  authorized  to be taken by or on
                    behalf of the holders of any specified  aggregate  principal
                    amount of such Securities  under any other provision of this
                    Indenture or under applicable law.

SECTION 1302.  CALL OF MEETINGS BY TRUSTEE.

         The Trustee may at any time call a meeting of Holders to take any
action specified in Section 1301, 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 the Holders, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such
meeting, shall be mailed to holders of Securities at their addresses as they
shall appear on the Securities Register. Such notice shall be mailed not less
than 20 nor more than 180 days prior to the date fixed for the meeting.

SECTION 1303.  CALL OF MEETINGS BY COMPANY OR HOLDERS.

         In case at any time the Company pursuant to a resolution of the Board
of Directors, or the holders of at least 10% in aggregate principal amount of
the Securities then outstanding, shall have requested the Trustee to call a
meeting of Holders, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
mailed the notice of such meeting within 20 days after receipt of such request,
then the Company or such Holders may determine the time and the place in said
Borough of Manhattan for such meeting and may call such meeting to take any
action authorized in Section 1301, by mailing notice thereof as provided in
Section 1302.

SECTION 1304.  QUALIFICATIONS FOR VOTING.

         To be entitled to vote at any meeting of Holders a person shall (a) be
a holder of one or more Securities or (b) a person appointed by an instrument in
writing as proxy by a holder of one or more Securities. The only persons who
shall be entitled to be present or to speak at any meeting of Holders shall be
the persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

SECTION 1305.  REGULATIONS.

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

         The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders as provided in Section 1303, in which case the Company or
the Holders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary of
the meeting shall be elected by majority vote of the meeting.

         Subject to the provisions of Section 1304, at any meeting each holder
of Securities or proxy therefor shall be entitled to one vote for each $1,000
principal amount of Securities held 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 chairman of the meeting to be not
outstanding. The chairman of the meeting shall have no right to vote other than
by virtue of Securities held by him or instruments in writing as aforesaid duly
designating him as the person to vote on behalf of other Holders. Any meeting of
Holders duly called pursuant to the provisions of Section 1302 or 1303 may be
adjourned from time to time by a majority of those present, whether or not
constituting a quorum, and the meeting may be held as so adjourned without
further notice.

SECTION 1306.  VOTING.

         The vote upon any resolution submitted to any meeting of holders of
Securities shall be by written ballots on which shall be subscribed the
signatures of such holders or of their representatives by proxy and the serial
number or numbers of the Securities held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
triplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Holders shall be prepared by the secretary of the
meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts setting forth a copy of the notice of
the meeting and showing that said notice was mailed as provided in Section 1302.
The record shall show the serial numbers of the Securities voting in favor of or
against any resolution. The record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one of the
duplicates shall be delivered to the Company and the other to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. The holders of the Capital Securities shall vote for all
purposes as a single class.

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


                                ARTICLE FOURTEEN

                            MISCELLANEOUS PROVISIONS

SECTION 1401.     NO RECOURSE AGAINST OTHERS.

         An incorporator or any past, present or future director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or this Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Holder shall waive and release all such
liability. Such waiver and release shall be part of the consideration for the
issue of the Securities.

SECTION 1402.     SET-OFF.

         Notwithstanding anything to the contrary in this Indenture or in any
Security, prior to the dissolution of the Issuer Trust, the Company shall have
the right to set-off and apply against any payment it is otherwise required to
make hereunder or thereunder with respect to the principal of or interest
(including any Additional Amounts and Additional Sums) on the Securities with
and to the extent the Company has theretofore made, or is concurrently on the
date of such payment making, a payment with respect to the Trust Securities
under the Guarantee. Contemporaneously with, or as promptly as practicable
after, any such payment under such Guarantee, the Company shall deliver to the
Trustee an Officers' Certificate (upon which the Trustee shall be entitled to
rely conclusively without any requirement to investigate the facts contained
therein) to the effect that such payment has been made and that, as a result of
such payment, the corresponding payment under the Securities has been set-off in
accordance with this Section 1402.

SECTION 1403.     ASSIGNMENT; BINDING EFFECT.

         The Company shall have the right at all times to assign any of its
rights or obligations under this Indenture to a direct or indirect wholly-owned
subsidiary of the Company, provided that, in the event of any such assignment,
the Company shall remain primarily liable for the performance of all such
obligations. This Indenture may also be assigned by the Company in connection
with a transaction described in Article Eight. This Indenture shall be binding
upon and inure to the benefit of the Company, the Trustee, the Holders, any
Security Registrar, Paying Agent, and Authenticating Agent and, to the extent
specifically set forth herein, the holders of Senior Indebtedness and their
respective successors and assigns. The provisions of clause (2) of Section 508
and Section 1006 are for the benefit of the holders of the Trust Securities
referred to therein and, prior to the dissolution of the Issuer Trust, may be
enforced by such holders. A holder of a Trust Security shall not have the right,
as such a holder, to enforce any other provision of this Indenture.

SECTION 1404.     ADDITIONAL AMOUNTS AND ADDITIONAL SUMS.

         Whenever there is mentioned in this Indenture, in any context, the
payment of the principal of, premium, if any, or interest on, or in respect of,
any Security, such mention shall be deemed to include mention of the payment of
Additional Amounts and Additional Sums provided for by the terms of the
Securities to the extent that, in such context, Additional Amounts and
Additional Sums is, were or would be payable in respect thereof pursuant to such
terms, and express mention of the payment of Additional Amounts and Additional
Sums in any provisions hereof shall not be construed as excluding Additional
Amounts and Additional Sums in those provisions hereof where such express
mention is not made.


                                 ARTICLE FIFTEEN

                                  MISCELLANEOUS

SECTION  1501. Consent to Jurisdiction; Appointment of Agent to Accept Service
               of Process

                  (a) The Company irrevocably consents and agrees, for the
benefit of the Holders from time to time of the Securities and the Trustee, that
any legal action, suit or proceeding against it with respect to its obligations,
liabilities or any other matter arising out of or in connection with this
Indenture or the Securities may be brought in the Supreme Court of New York, New
York County or the United States District Court for the Southern District of New
York and any appellate court from either thereof and, until amounts due and to
become due in respect of the Securities have been paid, hereby irrevocably
consents and submits to the nonexclusive jurisdiction of each such court in
personam, generally and unconditionally with respect to any action, suit or
proceeding for itself and in respect of its properties, assets and revenues.

                  (b) The Company has irrevocably designated, appointed, and
empowered CT Corporation System, as its designee, appointee and agent to
receive, accept and acknowledge for and on its behalf, and its properties,
assets and revenues, service of any and all legal process, summons, notices and
documents which may be served in any action, suit or proceeding brought against
the Company in any United States or State court. If for any reason such
designee, appointee and agent hereunder shall cease to be available to act as
such, the Company agrees to designate a new designee, appointee and agent in the
Borough of Manhattan, The City of New York on the terms and for the purposes of
this Section 1501 satisfactory to the Trustee. The Company further hereby
irrevocably consents and agrees to the service of any and all legal process,
summons, notices and documents in any action, suit or proceeding against the
Company by serving a copy thereof upon the relevant agent for service of process
referred to in this Section 1501 (whether or not the appointment of such agent
shall for any reason prove to be ineffective or such agent shall accept or
acknowledge such service) or by mailing copies thereof by registered or
certified air mail, postage prepaid, to the Company at its address specified in
or designated pursuant to this Indenture. The Company agrees that the failure of
any such designee, appointee and agent to give any notice of such service to it
shall not impair or affect in any way the validity of such service or any
judgment rendered in any action or proceeding based thereon. Nothing herein
shall in any way be deemed to limit the ability of the Holders of the Securities
and the Trustee, to serve any such legal process, summons, notices and documents
in any other manner permitted by applicable law or to obtain jurisdiction over
the Company or bring actions, suits or proceedings against the Company in such
other jurisdictions, and in such manner, as may be permitted by applicable law.
The Company irrevocably and unconditionally waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of venue of any of the aforesaid actions, suits or proceedings arising out of or
in connection with this Indenture brought in the Supreme Court of New York, New
York County or the United States District Court for the Southern District of New
York and any appellate court from either thereof and hereby further irrevocably
and unconditionally waives and agrees not to plead or claim in any such court
that any such action, suit or proceeding brought in any such court has been
brought in an inconvenient forum.

                  If for the purpose of obtaining judgment in any court it is
necessary to convert a sum due hereunder to the holder of any Security from U.S.
dollars into another currency, the Company has agreed, and each holder by
holding such Security will be deemed to have agreed, to the fullest extent that
they may effectively do so, that the rate of exchange used shall be that at
which in accordance with normal banking procedures such Holder could purchase
U.S. dollars with such other currency in The City of New York on the Business
Day preceding the day on which final judgment is given.

                  The obligation of the Company in respect of any sum payable by
it to the holder of a Security shall, notwithstanding any judgment in a currency
(the "judgment currency") other than U.S. dollars, be discharged only to the
extent that on the Business Day following receipt by the Holder of such security
of any sum, adjudged to be so due in the judgment currency, the Holder of such
Security may in accordance with normal banking procedures purchase U.S. dollars
with the judgment currency; if the amount of U.S. dollars so purchased is less
than the sum originally due to the holder of such Security in the judgment
currency (determined in the manner set forth in the preceding paragraph), the
Company agrees, as a separate obligation and notwithstanding any such judgment,
to indemnify the Holder of such Security against such loss, and if the amount of
the U.S. dollars so purchased exceeds the sum originally due to the Holder of
such Security, such Holder agrees to remit to the Company such excess, provided
that such Holder shall have no obligation to remit any such excess as long as
the Company shall have failed to pay such Holder any obligations due and payable
under such Security, in which case such excess may be applied to such
obligations of the Company under such Security in accordance with the terms
thereof.

SECTION  1502     Counterparts

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





<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.


                                     SOUTHERN INVESTMENTS UK plc


                                     By       ________________________
                                              ========================

Attest:








                                     BANKERS TRUST COMPANY,
                                     Trustee, Principal Paying
                                     Agent Registrar and
                                     Transfer Agent


                                     By       ________________________
                                              ========================
Attest:




                                     BANKERS TRUST LUXEMBOURG S.A.,
                                     Paying Agent and Transfer
                                     Agent


                                     By       ________________________
                                              ========================




<page>









STATE OF _______           )
                           )        SS.:
COUNTY OF _______          )

         On the ____ day of ________, 1997, before me personally came
______________, to me known, who, being by me duly sworn, did depose and say
that he is _______________________________ of SOUTHERN INVESTMENTS UK plc, one
of the corporations described herein and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation, and that he signed his name thereto
by like authority.



                                                     Notary Public
[SEAL]
                             My Commission Expires:


STATE OF NEW YORK          )
                           )        SS.:
CITY OF NEW YORK           )

         On the ____ day of ________, 1997, before me personally came
___________, to me known, who, being by me duly sworn, did depose and say that
he is ___________________ of BANKERS TRUST COMPANY, one of the corporations
described herein and which executed the foregoing instrument; that he knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said corporation, and that he signed his name thereto by like authority.



                                                     Notary Public
[SEAL]
                             My Commission Expires:



<page>

                                  Exhibit A

                   EXCHANGE SUBORDINATED DEBENTURE CERTIFICATE

                  This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is held by a Book-Entry Depositary or a
nominee of a Book-Entry Depositary. This Security is exchangeable for Securities
held by or registered in the name of a person other than the Book-Entry
Depositary or its nominee only in the limited circumstances described in the
Indenture, and no transfer of this Security (other than a transfer of this
Security as a whole by the Book-Entry Depositary to a nominee of the Book-Entry
Depositary or by a nominee of the Book-Entry Depositary to the Book-Entry
Depositary or another nominee of the Book-Entry Depositary) may be made except
in limited circumstances.

                  Unless this Global Security is presented by an authorized
representative of the Book-Entry Depositary, to the issuer or its agent for
exchange or payment, and any definitive Security is issued in the name or names
as directed in writing by the Book-Entry Depositary, ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the bearer hereof, the Book-Entry Depositary, has an interest herein.




                           SOUTHERN INVESTMENTS UK plc
                 8.23% Exchange Subordinated Debenture Due 2027

No. ______                                                         $84,537,000
                                                           CUSIP No. _________

                  SOUTHERN INVESTMENTS UK plc, a company duly organized and
existing under the laws of the England and Wales (herein called the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to the bearer upon
surrender hereof, the principal sum of 84,537,000 on February 1, 2027 ("Maturity
Date"), unless previously redeemed, and to pay interest on the outstanding
principal amount hereof from January 29, 1997, or from the most recent interest
payment date (each such date, an "Interest Payment Date") to which interest has
been paid or duly provided for, semi-annually (subject to deferral as set forth
herein) in arrears on February 1 and August 1 of each year, commencing August 1,
1997, at the rate of 8.23% per annum, until the principal hereof shall have
become due and payable, and at the same rate per annum on any overdue principal
and premium, if any, and (without duplication and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum compounded semi-annually. The amount of
interest payable on any Interest Payment Date shall be computed on the basis of
a 360-day year of twelve 30-day months. The amount of interest payable for any
period shorter than a full semi-annual period for which interest is computed
will be computed on the basis of actual number of days elapsed in such a 30-day
month. In the event that any date on which the principal of (or premium, if any)
or interest on this Security is payable is not a Business Day, then the payment
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay),
except that, if such Business Day is in the next succeeding calendar year, such
payment will be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date. A "Business Day" shall
mean any day other than a Saturday or a Sunday or a day on which banking
institutions in New York, New York or Bristol, England are authorized or
required by law or executive order to remain closed or a day on which the
Corporate Trust Office of the Trustee, or the principal office of the
Institutional Trustee under the Declaration, is closed for business.

                  The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the bearer on such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the bearer on
such Interest Payment Date and may be paid to the bearer hereof at the time of
payment of such Defaulted Interest or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Securities may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in said Indenture.

                  Payment of the principal of (and premium, if any) and
interest, if any, on this Security will be made at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of New
York, in such 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 debt. In addition,
the Company will, so long as Subordinated Debentures are listed on the
Luxembourg Stock Exchange and the rules of such Stock Exchange so require,
maintain a Paying Agent in Luxembourg.

                  All payments of principal and interest (including payments of
discount and premium, if any) in respect of this Security shall be made free and
clear of, and without withholding or deduction for or on account of any present
or future taxes, duties, assessments or governmental charges of whatever nature
imposed, levied, collected, withheld or assessed by or within the United Kingdom
or by or within any political subdivision thereof or any authority therein or
thereof having power to tax ("United Kingdom Taxes"), unless such withholding or
deduction is required by law. In the event of any such withholding or deduction,
the Company shall pay to the Holder such additional amounts ("Additional
Amounts") as will result in the payment to such Holder of the amount that would
otherwise have been receivable by such Holder in the absence of such withholding
or deduction, except that no such Additional Amounts shall be payable:

                  (a) to, or to a Person on behalf of, a Holder who is liable
for such United Kingdom Taxes in respect of this Security by reason of such
Holder having some connection with the United Kingdom (including being a citizen
or resident or national of, or carrying on a business or maintaining a permanent
establishment in, or being physically present in, the United Kingdom) other than
the mere holding of this Security or the receipt of principal and interest
(including payments of premium, if any) in respect thereof;

                  (b) to, or to a Person on behalf of, a Holder who presents
this Security (where presentation is required) for payment more than 30 days
after the Relevant Date except to the extent that the Holder would have been
entitled to such Additional Amounts on presenting this Security for payment on
the last day of such period of 30 days;

     (c) to, or to a Person on behalf of, a Holder who  presents  this  Security
(where presentation is required) in the United Kingdom;

     (d) to, or to a Person on  behalf  of, a Holder  who would not be liable or
subject to the withholding or deduction by making a declaration of non-residence
or similar claim for exemption to the relevant tax authority; or

                  (e) to, or to a Person on behalf of, a Holder of a definitive
Registered Security issued pursuant to the request of owners of interests
representing a majority in outstanding principal amount in the Book-Entry
Interest (as defined in the Indenture) following and during the continuance of
an Event of Default if such Holder (or any predecessor Holder) was one of such
owners requesting that definitive Registered Securities be so issued.

                  Such Additional Amounts will also not be payable where, had
the beneficial owner of the Security (or any interest therein) been the Holder
of the Security, he would not have been entitled to payment of Additional
Amounts by reason of any one or more of clauses (a) through (e) above. If the
Company shall determine that Additional Amounts will not be payable because of
the immediately preceding sentence, the Company will inform such Holder promptly
after making such determination setting forth the reason(s) therefor.

                  "Relevant Date" means whichever is the later of (i) the date
on which such payment first becomes due and (ii) if the full amount payable has
not been received in The City of New York by the Trustee or the bearer on or
prior to such due date, the date on which, the full amount having been so
received, notice to that effect shall have been given to the bearer hereof in
accordance with the Indenture.

                  References to principal, interest, or premium in respect of
this Security shall be deemed also to refer to any Additional Amounts which may
be payable as set forth in the Indenture or in this Security.

                  The Company shall furnish to the Trustee the official receipts
(or a certified copy of the official receipts) evidencing payment of United
Kingdom Taxes. Copies of such receipts shall be made available to the Holder of
this Security upon request.

                  So long as the Securities are listed on the Luxembourg Stock
Exchange and the rules of the Luxembourg Stock Exchange so require, notices to
Holders of Securities will be published in a leading newspaper having general
circulation in Luxembourg (which is expected to be the Luxemburger Wort).

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

                  This Security shall not be entitled to any benefit under the
Indenture hereinafter referred to, or be valid or become obligatory for any
purpose, until the Certificate of Authentication hereon shall have been manually
signed by or on behalf of the Trustee.

                  REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

                  Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.





<page>



         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer or director of the Company duly authorized.

Dated:  __________, 1997

                                                     SOUTHERN INVESTMENTS UK plc


                                                     By:
                                                              Name:
                                                              Title:







                          CERTIFICATE OF AUTHENTICATION

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

Dated

BANKERS TRUST COMPANY,
as Trustee


By
  Authorized Officer




                                    Exhibit A

                  This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is held by a Book-Entry Depositary or a
nominee of a Book-Entry Depositary. This Security is exchangeable for Securities
held by or registered in the name of a person other than the Book-Entry
Depositary or its nominee only in the limited circumstances described in the
Indenture, and no transfer of this Security (other than a transfer of this
Security as a whole by the Book-Entry Depositary to a nominee of the Book-Entry
Depositary or by a nominee of the Book-Entry Depositary to the Book-Entry
Depositary or another nominee of the Book-Entry Depositary) may be made except
in limited circumstances.

                  Unless this Global Security is presented by an authorized
representative of the Book-Entry Depositary, to the issuer or its agent for
exchange or payment, and any definitive Security is issued in the name or names
as directed in writing by the Book-Entry Depositary, ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the bearer hereof, the Book-Entry Depositary, has an interest herein.

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS OR ANY
OTHER APPLICABLE SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY,
PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS THREE
YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE ON
WHICH THE COMPANY OR ANY "AFFILIATE" OF THE COMPANY WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) (THE "RESALE RESTRICTION
TERMINATION DATE") ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7)
OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SUBORDINATED
DEBENTURE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE
COMPANY PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E)
OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR
OTHER INFORMATION SATISFACTORY TO THE COMPANY. SUCH HOLDER FURTHER AGREES THAT
IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


                           SOUTHERN INVESTMENTS UK plc
                      8.23% Subordinated Debenture Due 2027

No. 0001                                                           $84,537,000
                                                          CUSIP No. 843234 AC 9

                  SOUTHERN INVESTMENTS UK plc, a company duly organized and
existing under the laws of the England and Wales (herein called the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to the bearer upon
surrender hereof, the principal sum of 84,537,000 on February 1, 2027 ("Maturity
Date"), unless previously redeemed, and to pay interest on the outstanding
principal amount hereof from January 29, 1997, or from the most recent interest
payment date (each such date, an "Interest Payment Date") to which interest has
been paid or duly provided for, semi-annually (subject to deferral as set forth
herein) in arrears on February 1 and August 1 of each year, commencing August 1,
1997, at the rate of 8.23% per annum, until the principal hereof shall have
become due and payable, and at the same rate per annum on any overdue principal
and premium, if any, and (without duplication and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum compounded semi-annually. The amount of
interest payable on any Interest Payment Date shall be computed on the basis of
a 360-day year of twelve 30-day months. The amount of interest payable for any
period shorter than a full semi-annual period for which interest is computed
will be computed on the basis of actual number of days elapsed in such a 30-day
month. In the event that any date on which the principal of (or premium, if any)
or interest on this Security is payable is not a Business Day, then the payment
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay),
except that, if such Business Day is in the next succeeding calendar year, such
payment will be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date. A "Business Day" shall
mean any day other than a Saturday or a Sunday or a day on which banking
institutions in New York, New York or Bristol, England are authorized or
required by law or executive order to remain closed or a day on which the
Corporate Trust Office of the Trustee, or the principal office of the
Institutional Trustee under the Declaration, is closed for business.

                  The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the bearer on such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the bearer on
such Interest Payment Date and may be paid to the bearer hereof at the time of
payment of such Defaulted Interest or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Securities may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in said Indenture.

                  Payment of the principal of (and premium, if any) and
interest, if any, on this Security will be made at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of New
York, in such 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 debt. In addition,
the Company will, so long as Subordinated Debentures are listed on the
Luxembourg Stock Exchange and the rules of such Stock Exchange so require,
maintain a Paying Agent in Luxembourg.

                  All payments of principal and interest (including payments of
discount and premium, if any) in respect of this Security shall be made free and
clear of, and without withholding or deduction for or on account of any present
or future taxes, duties, assessments or governmental charges of whatever nature
imposed, levied, collected, withheld or assessed by or within the United Kingdom
or by or within any political subdivision thereof or any authority therein or
thereof having power to tax ("United Kingdom Taxes"), unless such withholding or
deduction is required by law. In the event of any such withholding or deduction,
the Company shall pay to the Holder such additional amounts ("Additional
Amounts") as will result in the payment to such Holder of the amount that would
otherwise have been receivable by such Holder in the absence of such withholding
or deduction, except that no such Additional Amounts shall be payable:

                  (a) to, or to a Person on behalf of, a Holder who is liable
for such United Kingdom Taxes in respect of this Security by reason of such
Holder having some connection with the United Kingdom (including being a citizen
or resident or national of, or carrying on a business or maintaining a permanent
establishment in, or being physically present in, the United Kingdom) other than
the mere holding of this Security or the receipt of principal and interest
(including payments of premium, if any) in respect thereof;

                  (b) to, or to a Person on behalf of, a Holder who presents
this Security (where presentation is required) for payment more than 30 days
after the Relevant Date except to the extent that the Holder would have been
entitled to such Additional Amounts on presenting this Security for payment on
the last day of such period of 30 days;

     (c) to, or to a Person on behalf of, a Holder who  presents  this  Security
(where presentation is required) in the United Kingdom;

     (d) to, or to a Person on  behalf  of, a Holder  who would not be liable or
subject to the withholding or deduction by making a declaration of non-residence
or similar claim for exemption to the relevant tax authority; or

                  (e) to, or to a Person on behalf of, a Holder of a definitive
Registered Security issued pursuant to the request of owners of interests
representing a majority in outstanding principal amount in the Book-Entry
Interest (as defined in the Indenture) following and during the continuance of
an Event of Default if such Holder (or any predecessor Holder) was one of such
owners requesting that definitive Registered Securities be so issued.

                  Such Additional Amounts will also not be payable where, had
the beneficial owner of the Security (or any interest therein) been the Holder
of the Security, he would not have been entitled to payment of Additional
Amounts by reason of any one or more of clauses (a) through (e) above. If the
Company shall determine that Additional Amounts will not be payable because of
the immediately preceding sentence, the Company will inform such Holder promptly
after making such determination setting forth the reason(s) therefor.

                  "Relevant Date" means whichever is the later of (i) the date
on which such payment first becomes due and (ii) if the full amount payable has
not been received in The City of New York by the Trustee or the bearer on or
prior to such due date, the date on which, the full amount having been so
received, notice to that effect shall have been given to the bearer hereof in
accordance with the Indenture.

                  References to principal, interest, or premium in respect of
this Security shall be deemed also to refer to any Additional Amounts which may
be payable as set forth in the Indenture or in this Security.

                  The Company shall furnish to the Trustee the official receipts
(or a certified copy of the official receipts) evidencing payment of United
Kingdom Taxes. Copies of such receipts shall be made available to the Holder of
this Security upon request.

                  So long as the Securities are listed on the Luxembourg Stock
Exchange and the rules of the Luxembourg Stock Exchange so require, notices to
Holders of Securities will be published in a leading newspaper having general
circulation in Luxembourg (which is expected to be the Luxemburger Wort).

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

                  This Security shall not be entitled to any benefit under the
Indenture hereinafter referred to, or be valid or become obligatory for any
purpose, until the Certificate of Authentication hereon shall have been manually
signed by or on behalf of the Trustee.

                  REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

                  Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.





<page>



         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer or director of the Company duly authorized.

Dated:  January 29, 1997

                                                     SOUTHERN INVESTMENTS UK plc


                                                     By:
                                                              Name:
                                                              Title:







                          CERTIFICATE OF AUTHENTICATION

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

Dated

BANKERS TRUST COMPANY,
as Trustee


By
  Authorized Officer






<page>





                           SOUTHERN INVESTMENTS UK plc
                      8.23% Subordinated Debenture Due 2027


                  This Security is one of the Securities of the Company (herein
sometimes referred to as the "Securities"), specified in the Indenture, all
issued or to be issued under and pursuant to an Indenture, dated as of January
29, 1997 (the "Indenture"), duly executed and delivered between the Company and
Bankers Trust Company, as Trustee (the "Trustee") and Bankers Trust Luxembourg
S.A., as paying and transfer agent, to which Indenture and any indenture or
indentures supplemental thereto as therein provided reference is hereby made for
a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of the
Securities.

                  Except as herein provided, this Security may not be redeemed
prior to February 1, 2007. This Security will be redeemable in whole or in part,
from time to time, at the option of the Company on or after February 1, 2007,
upon not less than 15 nor more than 60 days' notice, at a redemption price equal
to the percentages specified below of the principal amount of the Security to be
redeemed, plus any accrued and unpaid interest, to the redemption date,
including interest accrued during any Extension Period if redeemed during the
12-month period beginning February 1 of the years indicated below:

                  Year                               Percentage
                  ----                               ----------
                  2007                               104.115%
                  2008                               103.704
                  2009                               103.292
                  2010                               102.881
                  2011                               102.469
                  2012                               102.058
                  2013                               101.646
                  2014                               101.235
                  2015                               100.823
                  2016                               100.412
                  2017 and thereafter                100.000

                  The Company will also have the right to redeem this Security
at any time prior to February 1, 2007 upon not less than 15 nor more than 60
days' notice upon the occurrence and continuation of a Special Event as
described in the Indenture at a redemption price being the greater of (i) the
amount equal to 100% of the principal amount of the Securities being redeemed or
(ii) the amount equal to the sum of the present values of the remaining
scheduled payments of principal of and premium and interest on the Securities
being redeemed through February 1, 2007 discounted to the date of redemption on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at a discount rate equal to the Treasury Yield plus 110 basis points, in the
case of such a redemption before February 1, 1998 and the Treasury Yield plus 50
basis points, in the case of such a redemption on or after February 1, 1998 but
prior to February 1, 2007, plus, for (i) or (ii) above, whichever is applicable,
accrued interest on the Securities to Redemption, including interest accrued
during any Extension Period.

                  "Treasury Yield" means, with respect to any Redemption Date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term through February 1, 2007 of the Securities to
be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term through February 1, 2007
of the Securities.

                  "Comparable Treasury Price" means, with respect to any
Redemption Date, (i) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third Business Day in New York City preceding such Redemption Date, as
set forth in the most recent weekly statistical release (or any successor
release) published by the Federal Reserve Bank of New York and designated
"H.15(519)" or (ii) if such release (or any successor release) is not published
or does not contain such prices on such Business Day, the Reference Treasury
Dealer Quotation for such Redemption Date.

                  "Independent Investment Banker" means an independent
investment banking institution of national standing appointed by the Company and
reasonably acceptable to the Trustee.

                  "Reference Treasury Dealer Quotation" means, with respect to
the Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount
and quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00
p.m. on the third Business Day preceding such Redemption Date).

                  "Reference Treasury Dealer" means a primary US Government
securities dealer in New York City appointed by the Company and reasonably
acceptable to the Trustee.

     "Special Event" means either an Investment Company Event or a Tax Event.

                  "Investment Company EventInvestment Company Event" means the
receipt by the Regular Trustees of the Issuer Trust (as defined in the
Indenture) of an opinion of nationally recognized independent counsel
experienced in practice under the Investment Company Act of 1940, as amended
(the "Investment Company Act"), that, as a result of the occurrence of a change
in law or regulation or a change (including any announced prospective change) in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a "Change in 1940 Act Law"),
there is more than an insubstantial risk that the Issuer Trust is or will be
considered an "investment company" which is required to be registered under the
Investment Company Act, which Change in 1940 Act Law becomes effective on or
after January 23, 1997.

                  "Tax EventTax Event" means the receipt by the Regular Trustees
of the Issuer Trust (as defined in the Indenture) of an opinion of nationally
recognized independent tax counsel experienced in such matters to the effect
that as a result of (a) any amendment to, or change (including any announced
prospective change) in, the laws (or any regulations thereunder) of the United
States, the United Kingdom or any political subdivision or taxing authority
thereof or therein, (b) any amendment to, or change in, an interpretation or
application of any such laws or regulations by any legislative body, court,
governmental agency or regulatory authority (including the enactment of any
legislation and the publication of any judicial decision or regulatory
determination), (c) any interpretation or pronouncement that provides for a
position with respect to such laws or regulations that differs from the
theretofore generally accepted position or (d) any action taken by any
governmental agency or regulatory authority, which amendment or change is
enacted, promulgated, issued or announced or which interpretation or
pronouncement is issued or announced or which action is taken, in each case on
or after January 23, 1997, there is more than an insubstantial risk that (i) the
Issuer Trust is, or will be within 90 days of the date of such opinion, subject
to United States federal or United Kingdom income tax with respect to income
accrued or received on the Securities, (ii) the Issuer Trust is, or will be
within 90 days of the date of such opinion, subject to more than a de minimis
amount of other taxes, duties or other governmental charges or (iii) interest
payable by the Company to the Issuer Trust on the Securities is not, or within
90 days of the date of such opinion will not be, deductible by the Company for
United States earnings and profits purposes or United Kingdom income tax
purposes.

                  If the Securities are only partially redeemed by the Company
pursuant to an Optional Redemption, the Securities will be redeemed pro rata or
by lot or by any other method utilized by the Trustee.

                  The Securities are also subject to redemption in whole but not
in part upon not less than 15 nor more than 60 days' notice given as provided in
the Indenture, at a price equal to the outstanding principal amount thereof,
together with Additional Amounts, if any, and accrued interest, if any, to the
Redemption Date if, (a) the Company satisfies the Trustee prior to the giving of
such notice that it has or will become obliged to pay Additional Amounts as a
result of either (x) any change in, or amendment to, the laws or regulations of
the United Kingdom or any political subdivision or any authority or agency
thereof or therein having power to tax or levy duties, or any change in the
application or interpretation of such laws or regulations, which change or
amendment becomes effective on or after January 23, 1997, or (y) the issuance of
Definitive Registered Securities pursuant to any of clauses (a), (b) or (d) of
the ninth following paragraph and (b) such obligation cannot be avoided by the
Company taking reasonable measures available to it, subject, as provided in the
Indenture, to the delivery by the Company of an Officers' Certificate stating
that such obligation to pay Additional Amounts cannot be avoided by the Company
taking reasonable measures available to it.

                  Notice of redemption shall be given as provided in the
Indenture not less than 15 days nor more than 60 days prior to the date fixed
for redemption.

                  Unless the Company defaults in payment of the redemption
price, from and after the redemption date, the Securities or portions thereof
called for redemption will cease to bear interest, and the Holders thereof will
have no right in respect to such Securities except the right to receive the
redemption price thereof.

         The Holders of the Securities are entitled to the benefits of the
Registration Rights Agreement (the "Registration Rights Agreement") for the
benefit of the Holders of the Trust Securities and the Securities wherein the
Company and the Issuer Trust have agreed, for the benefit of Holders of Trust
Securities and Securities, (i) to use their reasonable best efforts to file with
the Commission within 150 days after the initial issuance of the Capital
Securities the Exchange Offer Registration Statement relating to the Exchange
Offer for (1) the Exchange Capital Securities, which will have terms identical
to the Capital Securities (except that the Exchange Capital Securities will not
contain terms with respect to transfer restrictions under the Securities Act and
will not provide for any increase in the distribution rate thereon under the
circumstances described below), (2) the Exchange Guarantee, which will have
terms identical tot he Capital Securities Guarantee and (3) the Exchange
Debentures, which will have terms identical to the Subordinated Debentures
(except that the Exchange Debentures will not contain terms with respect to
transfer restrictions under the Securities Act and will not provide for any
increase in the interest rate thereon under the circumstances described below)
and (ii) to use their reasonable best efforts to cause the Exchange Offer
Registration Statement to be declared effective under the Securities Act with in
180 days after the initial issuance of the Securities.

         If the Company or the Trust fails to comply with the Registration
Rights Agreement or if the Exchange Offer Registration Statement or the Shelf
Registration Statement, as defined in the Registration Rights Agreement, fails
to become effective, then, as liquidated damages, additional interest (the
"Additional Interest") shall become payable in respect of the Securities as
follows:

         (i) if (A) neither the Exchange Offer Registration Statement nor a
Shelf Registration Statement is filed with the Commission on or prior the 150th
day after the initial issuance of the Securities or (B) notwithstanding that the
Company and the Issuer Trust have consumated or will consumate an Exchange
Offer, the Company and the Issuer Trust are required to file a Shelf
Registration Statement and such Shelf Registration Statement is not filed on or
prior to the date required by the Registration Rights Agreement, then commencing
on the date after either such required filing date, Additional Interest shall
accrue on the principal amount of the Securities at a rate of .25% per annum; or

         (ii) if (A) neither the Exchange Offer Registration Statement nor a
Shelf Registration Statement is declared effective by the Commission on or prior
to the 30th day after the applicable required filing date or (B) notwithstanding
that the Company and the Issuer Trust have consummated or will consummate an
Exchange Offer, the Company and the Trust are required to file a Shelf
Registration Statement and such Shelf Registration Statement is not declared
effective by the Commission on or prior to the 30th day after the date such
Shelf Registration Statement was required to be filed, then, commencing on the
31st day after the applicable required filing date, Additional Interest shall
accrue on the principal amount of the Securities, at a rate of .25% per annum;
or

         (iii) If (A) the Trust has not exchanged Exchange Capital Securities
for all Capital Securities or the Company has not exchanged the Exchange
Guarantee or Exchange Debentures for the Capital Securities Guarantee or all
Securities validly tendered, in accordance wit the terms of the Exchange Offer
on or prior the 40th day after the date on which the Exchange Offer Registration
Statement was declared effective or (B) if applicable, the Shelf Registration
Statement has been declared effective and such Shelf Registration Statement
ceases to be effective at any time prior to the third anniversary of the initial
issuance of the Capital Securities (other than after such time as all Capital
Securities have been disposed of thereunder or otherwise cease to be registrable
securities within the meaning of the Registration Rights Agreement), then
Additional Interest shall accrue on the principal amount of the Securities at a
rate of .25% per annum commencing on (x) the 41st day after such effective date,
in the case of (A) above or (y) the day such Shelf Registration Statement ceases
to be effective in the case of (B) above;

provided, however, that the Additional Interest rate on the Securities may not
exceed in the aggregate of .25% per annum; provided further that (1) upon the
filing of the Exchange Offer Registration Statement or a Shelf Registration
Statement (in the case of clause (i) above), (2) upon the effectiveness of the
Exchange Offer Registration Statement or a Shelf Registration Statement (in the
case of clause (ii) above), (3) upon the exchange of Exchange Capital
Securities, Exchange Guarantee and Exchange Debentures for all Capital
Securities, Capital Securities Guarantee and Securities tendered (in the case of
clause (iii)(A) above), or upon the effectiveness of the Shelf Registration
Statement which had ceased to remain effective (in the case of clause (iii)(B)
above), or (4) upon the expiration of three years (or such shorter period as may
hereafter be provided in Rule 144(k), under the Securities Act) (or similar
successor rule)) commencing on the date of the initial issuance of the Capital
Securities, Additional Interest on the Securities as a result of such clause (or
the relevant subclause thereof), as the case may be, shall cease to accrue.

                  This Security shall be exchangeable, in whole but not in part,
for Securities registered in the names of Persons other than the Book-Entry
Depositary or its nominee only as provided in this paragraph. This Security
shall be so exchangeable if (a) DTC notifies the Company and the Book-Entry
Depositary that it is unwilling or unable to continue to hold the Book-Entry
Interest or at any time it ceases to be a "clearing agency" registered as such
under the Exchange Act and in either case, a successor is not appointed by the
Company within 120 days, (b) the Book-Entry Depositary for the Securities
notifies the Company that it is unwilling or unable to continue as Book-Entry
Depositary with respect to this Security and no successor is appointed within
120 days, (c) the Company executes and delivers to the Trustee an Officers'
Certificate providing that this Security shall be so exchangeable, or (d) there
shall have occurred and be continuing an Event of Default with respect to the
Securities and the Holder, in such circumstance, shall have requested in writing
that this Security be exchanged for one or more definitive Registered
Securities. Securities so issued in exchange for this Security, have the same
interest rate, if any, and maturity and having the same terms as this Security,
in authorized denominations and in the aggregate having the same principal
amount as this Security and registered in such names as the Book-Entry
Depositary for this Security shall direct.

                  If an Event of Default with respect to Securities shall occur
and be continuing, the principal of the Securities may be declared due and
payable in the manner and with the effect provided in the Indenture. At any time
after such declaration of acceleration with respect to Securities has been made,
but before a judgment or decree for payment of money has been obtained by the
Trustee as provided in the Indenture, if all Events of Default with respect to
Securities have been cured or waived (other than the non-payment of principal of
the Securities which has become due solely by reason of such declaration of
acceleration) then such declaration of acceleration and its consequences shall
be automatically annulled and rescinded.

                  The Indenture contains provisions for defeasance of (a) the
entire indebtedness of this Security and (b) certain restrictive covenants upon
compliance by the Company with certain conditions set forth therein.

                  The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time outstanding, to add any
provisions to, or change in any manner or eliminate any of the provisions of the
Indenture or modify in any manner the rights of the Holders of the Securities so
affected; provided that the Company and the Trustee may not, without the consent
of each Holder of Securities then outstanding and affected thereby, (i) extend
the Stated Maturity of any Securities, or reduce the principal amount thereof,
or reduce any amount payable on redemption thereof, or reduce the rate or extend
the time of payment of interest thereon (subject to Section 313 of the
Indenture), or make the principal of, or interest or premium on, the Securities
payable in any coin or currency other than U.S. dollars, or impair or affect the
right of any Holder of Securities to institute suit for the payment thereof, or
(ii) reduce the aforesaid percentage of Securities, the Holders of which are
required to consent to any such supplemental indenture. The Indenture also
contains provisions permitting the Holders of a majority in aggregate principal
amount of the Securities at the time outstanding, on behalf of all of the
Holders of the Securities, to waive any past default in the performance of any
of the covenants contained in the Indenture, or established pursuant to the
Indenture, and its consequences, except a default in the payment of the
principal of or premium, if any, or interest on any of the Securities or a
default in respect of any covenant or provision which under the Indenture cannot
be modified or amended without the consent of each Holder of Securities then
outstanding. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of this Security and of any Security issued in exchange herefor or in place
hereof (whether by registration of transfer or otherwise), irrespective of
whether or not any notation of such consent or waiver is made upon this
Security.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest, if any, on this Security at the times, place and
rate, and in the coin or currency, herein prescribed.

                  So long as the Company shall not be in default in the payment
of interest on the Securities, the Company shall have the right, at any time and
from time to time during the term of the Securities, to defer the payment of
interest by extending the interest payment period of such Securities for a
period not exceeding 10 consecutive semi-annual periods, including the first
such semi-annual period during such extension period (each, an "Extension
Period"), during which Extension Periods no interest shall be due and payable;
provided that no Extension Period may extend beyond the Maturity. No Extension
Period shall end on a date other than an Interest Payment Date. At the end of
any such Extension Period the Company shall pay all interest then accrued and
unpaid on the Securities (together with Additional Amounts, Additional Sums
thereon, if any, and interest on such interest at the rate specified for the
Securities to the extent permitted by applicable law); provided that during any
such Extension Period, the Company (i) shall not declare or pay dividends on,
make distributions with respect to, or redeem, purchase or acquire, or make a
liquidation payment with respect to, any of its capital stock except for
dividends, payments or distributions payable in shares of its capital stock,
reclassifications of its capital stock and conversions or exchanges of capital
stock of one class or series into capital stock of another class or series and
except for a redemption, purchase or other acquisition of shares of its capital
stock made for the purpose of an employee incentive plan or benefit plan or
other similar arrangement of the Company or any of its subsidiaries, (ii) shall
not make any payment of interest, principal of or premium, if any, on, or repay,
repurchase or redeem any debt securities issued by the Company that rank pari
passu with or junior to the Securities (except by conversion into or exchange
for shares of its capital stock), and (iii) shall not make any guarantee
payments with respect to the foregoing. Prior to the termination of any such
Extension Period, the Company may further defer the payment of interest,
provided that no Extension Period shall exceed the period or periods specified
in such Securities, extend beyond the Stated Maturity of the principal of such
Securities or end on a date other than an Interest Payment Date. Upon the
termination of any such Extension Period and upon the payment of all accrued and
unpaid interest and any Additional Amounts and Additional Sums then due on any
Interest Payment Date, the Company may elect to begin a new Extension Period,
subject to the above conditions. The Company may also pay on any Interest
Payment Date all or any portion of the interest accrued during an Extension
Period. No interest, Additional Amounts or Additional Sums shall be due and
payable during an Extension Period, except at the end thereof, but each
installment of interest that would otherwise have been due and payable during
such Extension Period shall bear interest at the specified rate to the extent
specified as contemplated by the Indenture.

                  The bearer of this Security shall be treated as the owner of
it for all purposes, subject to the terms of the Indenture. As provided in the
Indenture and subject to certain limitations therein set forth, Securities are
exchangeable for a like aggregate principal amount of Securities and of like
tenor of a different authorized denomination, as requested by the Holder
surrendering the same.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  When a successor assumes all the obligations of its
predecessor under the Securities and the Indenture in accordance with the terms
of the Indenture, the predecessor will be released from those obligations.

                  The Trustee under the Indenture, in its individual or any
other capacity, may become the owner or pledgee of Securities and may otherwise
deal with the Company, its Subsidiaries or their respective Affiliates as if it
were not the Trustee.

                  No stockholder, director, officer, employee, incorporator or
Affiliate of the Company shall have any liability for any obligation of the
Company under the Securities or the Indenture or for any claim based on, in
respect of or by reason of, such obligations of their creation. Each Holder of
the Securities by accepting Securities this series waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Securities.

                  This Security shall not be valid until the Trustee or
authenticating agent signs the certificate of authentication on this Security.

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company will cause CUSIP numbers
to be printed on the Securities as a convenience to the Holders of the
Securities. No representation is made as to the accuracy of such numbers as
printed on the Securities and reliance may be placed only on the other
identification numbers printed hereon.

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

                  THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICT OF LAW PROVISIONS THEREOF.