Exhibit 4.9


                       MIDAMERICAN ENERGY HOLDINGS COMPANY

                                       TO

                              THE BANK OF NEW YORK

                                   as Trustee

                                    INDENTURE

                           Dated as of March __, 2000

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



             11% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES


<PAGE>


                                  TABLE OF CONTENTS


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

   Section 101.      DEFINITIONS...............................................1
   Section 102.      COMPLIANCE CERTIFICATES AND OPINIONS......................7
   Section 103.      FORM OF DOCUMENTS DELIVERED TO TRUSTEE....................8
   Section 104.      ACTS OF HOLDERS; RECORD DATES.............................8
   Section 105.      NOTICES, ETC., TO TRUSTEE AND COMPANY.....................9
   Section 106.      NOTICE TO HOLDERS; WAIVER.................................9
   Section 107.      CONFLICT WITH TRUST INDENTURE ACT........................10
   Section 108.      EFFECT OF HEADINGS AND TABLE OF CONTENTS.................10
   Section 109.      SUCCESSORS AND ASSIGNS...................................10
   Section 110.      SEPARABILITY CLAUSE......................................10
   Section 111.      BENEFITS OF INDENTURE....................................10
   Section 112.      GOVERNING LAW............................................11
   Section 113.      LEGAL HOLIDAYS...........................................11
ARTICLE TWO        THE DEBENTURES.............................................11

   Section 201.      FORM AND DATING..........................................11
   Section 202.      MATURITY.................................................11
   Section 203.      PAYMENT..................................................11
   Section 204.      TRANSFERABILITY..........................................12
   Section 205.      INTEREST.................................................12
   Section 206.      EXTENSION OF INTEREST PAYMENT PERIOD.....................12
   Section 207.      NOTICE OF EXTENSION......................................13
   Section 208.      MANDATORY REDEMPTION.....................................13
   Section 209.      INTENTIONALLY LEFT BLANK.................................13
   Section 210.      DENOMINATIONS............................................13
   Section 211.      EXECUTION, AUTHENTICATION, DELIVERY AND
                     DATING...................................................14
   Section 212.      TEMPORARY DEBENTURES.....................................14
   Section 213.      REGISTRATION OF TRANSFER AND EXCHANGE....................15
   Section 214.      MUTILATED, DESTROYED, LOST AND STOLEN
                     DEBENTURES...............................................16
   Section 215.      DEFAULTED INTEREST; INTEREST RIGHTS PRESERVED............16
   Section 216.      PERSONS DEEMED OWNERS....................................17
   Section 217.      CANCELLATION.............................................17
ARTICLE THREE      SATISFACTION AND DISCHARGE.................................18

   Section 301.      SATISFACTION AND DISCHARGE OF INDENTURE..................18
   Section 302.      APPLICATION OF TRUST MONEY...............................18
ARTICLE FOUR       REMEDIES...................................................19
<PAGE>

   Section 401.      EVENTS OF DEFAULT........................................19
   Section 402.      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.......20
   Section 403.      COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                        TRUSTEE...............................................20
   Section 404.      TRUSTEE MAY FILE PROOFS OF CLAIM.........................21
   Section 405.      TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION
                     OF DEBENTURES............................................21
   Section 406.      APPLICATION OF MONEY COLLECTED...........................22
   Section 407.      LIMITATION ON SUITS......................................22
   Section 408.      UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND
                        INTEREST; ACKNOWLEDGMENT REGARDING PREFERRED
                        SECURITIES HOLDERS....................................22
   Section 409.      RESTORATION OF RIGHTS AND REMEDIES.......................23
   Section 410.      RIGHTS AND REMEDIES CUMULATIVE...........................23
   Section 411.      DELAY OR OMISSION NOT A WAIVER...........................23
   Section 412.      CONTROL BY HOLDERS.......................................23
   Section 413.      WAIVER OF PAST DEFAULTS..................................24
   Section 414.      UNDERTAKING FOR COSTS....................................24
   Section 415.      WAIVER OF USURY, STAY OR EXTENSION LAWS..................24
   Section 416.      THIRD PARTY BENEFICIARIES................................24
ARTICLE FIVE       THE TRUSTEE................................................25

   Section 501.      CERTAIN DUTIES AND RESPONSIBILITIES......................25
   Section 502.      NOTICE OF DEFAULTS.......................................25
   Section 503.      CERTAIN RIGHTS OF TRUSTEE................................25
   Section 504.      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBENTURES...26
   Section 505.      MAY HOLD DEBENTURES......................................27
   Section 506.      MONEY HELD IN TRUST......................................27
   Section 507.      COMPENSATION AND REIMBURSEMENT...........................27
   Section 508.      DISQUALIFICATION; CONFLICTING INTERESTS..................28
   Section 509.      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY..................28
   Section 510.      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR........28
   Section 511.      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR...................29
   Section 512.      MERGER, CONVERSION, CONSOLIDATION OR
                     SUCCESSION TO BUSINESS...................................30
   Section 513.      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY........30
   Section 514.      APPOINTMENT OF AUTHENTICATING AGENT......................30
ARTICLE SIX        HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY..........31

   Section 601.      COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
                        HOLDERS...............................................31
<PAGE>

   Section 602.      PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS...32
   Section 603.      REPORTS BY TRUSTEE.......................................32
   Section 604.      INTENTIONALLY LEFT BLANK.................................32
ARTICLE SEVEN      CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.......32

   Section 701.      COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.....32
   Section 702.      SUCCESSOR SUBSTITUTED....................................33
ARTICLE EIGHT      SUPPLEMENTAL INDENTURES....................................33

   Section 801.      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.......33
   Section 802.      SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS..........34
   Section 803.      EXECUTION OF SUPPLEMENTAL INDENTURES.....................34
   Section 804.      EFFECT OF SUPPLEMENTAL INDENTURES........................35
   Section 805.      CONFORMITY WITH TRUST INDENTURE ACT......................35
   Section 806.      REFERENCE IN DEBENTURES TO SUPPLEMENTAL INDENTURES.......35
ARTICLE NINE       COVENANTS..................................................35

   Section 901.      PAYMENT OF PRINCIPAL AND INTEREST........................35
   Section 902.      MAINTENANCE OF OFFICE OR AGENCY..........................35
   Section 903.      MONEY FOR DEBENTURES PAYMENTS TO BE HELD IN TRUST........36
   Section 904.      STATEMENT BY OFFICERS AS TO DEFAULT......................36
   Section 905.      EXISTENCE................................................37
   Section 906.      MAINTENANCE OF PROPERTIES................................37
   Section 907.      PAYMENT OF TAXES AND OTHER CLAIMS........................37
   Section 908.      LIMITATION ON DIVIDENDS AND REPURCHASES; TRANSACTIONS
                        WITH AFFILIATES.......................................37
   Section 909.      COVENANTS AS TO THE TRUST................................37
   Section 910.      PAYMENT OF EXPENSES......................................38
   Section 911.      INTENTIONALLY LEFT BLANK.................................38
   Section 912.      WAIVER OF CERTAIN COVENANTS..............................38
ARTICLE TEN        REDEMPTION OF DEBENTURES...................................39

   Section 1001.     MANDATORY AND SPECIAL EVENT REDEMPTION...................39
   Section 1002.     ELECTION TO REDEEM: NOTICE TO TRUSTEE....................39
   Section 1003.     PARTIAL REPAYMENTS PRO RATA..............................39
   Section 1004.     NOTICE OF REDEMPTION.....................................39
   Section 1005.     DEPOSIT OF REDEMPTION PRICE..............................40
   Section 1006.     DEBENTURES PAYABLE ON REDEMPTION DATE....................40
   Section 1007.     DEBENTURES REDEEMED IN PART..............................40
<PAGE>

ARTICLE ELEVEN     SUBORDINATION..............................................40

   Section 1101.     AGREEMENT TO SUBORDINATE; RANKING OF DEBENTURES..........41
   Section 1102.     DEFAULT ON SENIOR INDEBTEDNESS...........................41
   Section 1103.     LIQUIDATION; DISSOLUTION; BANKRUPTCY.....................41
   Section 1104.     SUBROGATION..............................................42
   Section 1105.     TRUSTEE TO EFFECTUATE SUBORDINATION......................43
   Section 1106.     NOTICE BY THE COMPANY....................................43
   Section 1107.     RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS....44
   Section 1108.     SUBORDINATION MAY NOT BE IMPAIRED........................44
ARTICLE TWELVE     DEFEASANCE.................................................45

   Section 1201.     DEFEASANCE AND DISCHARGE.................................45
   Section 1202.     CONDITIONS TO DEFEASANCE.................................45
   Section 1203.     DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE
                        HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.........47
   Section 1204.     REINSTATEMENT............................................47
ARTICLE THIRTEEN   MEETINGS OF HOLDERS OF DEBENTURES..........................47

   Section 1301.     PURPOSE FOR WHICH MEETINGS MAY BE CALLED.................47
   Section 1302.     CALL, NOTICE AND PLACE OF MEETINGS.......................47
   Section 1303.     PERSONS ENTITLED TO VOTE AT MEETINGS.....................48
   Section 1304.     QUORUM; ACTION...........................................48
   Section 1305.     DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT
                        OF MEETINGS...........................................49
   Section 1306.     COUNTING VOTES AND RECORDING ACTION OF MEETINGS..........49

<PAGE>

         INDENTURE,  dated as of March  __,  2000,  between  MIDAMERICAN  ENERGY
HOLDINGS  COMPANY,  a corporation  duly organized and existing under the laws of
the State of Iowa (herein called the "Company"),  having its principal office at
666 Grand  Avenue,  Des Moines,  Iowa 50309 and The Bank of New York, a New York
banking corporation, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

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

         The Company has entered  into an agreement  and plan of merger  whereby
Teton  Acquisition  Corp.  will merge with and into the Company with the Company
being the surviving corporation.

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 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 United States generally accepted  accounting
principles,  and,  except  as  otherwise  herein  expressly  provided,  the term
"generally  accepted  accounting  principles"  with  respect to any  computation
required or permitted  hereunder  shall mean such  accounting  principles as are
generally accepted at the date of such computation;
<PAGE>

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

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

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

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

"Additional Interest" has the meaning given such term in Section 205(3).

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

"Authenticating  Agent" means any Person  authorized by the Trustee  pursuant to
Section 514 to act on behalf of the Trustee to authenticate the Debentures.

"Board of  Directors"  means either the board of directors of the Company or any
duly authorized committee of that board.

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

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

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

"Common Securities" has the meaning given to such term in the Declaration.
<PAGE>

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

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

"Compounded Interest" has the meaning given such term in Section 206.

"Corporate  Trust Office" means the principal  office of the Trustee at which at
any particular  time its corporate trust business shall be  administered,  which
office at the date of execution of this  Indenture is located at The Bank of New
York, 101 Barclay Street, Corporate Trust Trustee Administration, Floor 21 West,
New York, New York 10286.

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

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

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

"Declaration"  means the Amended and Restated  Declaration  of Trust relating to
the Trust dated as of March __, 2000 among MidAmerican  Energy Holdings Company,
as  sponsor,  The Bank of New York,  as Property  Trustee,  The Bank of New York
(Delaware),  as Delaware Trustee, Gregory E. Abel and David L. Sokol, as Regular
Trustees,  and the holders, from time to time, of undivided beneficial interests
in the Trust issued pursuant to the Declaration.

"Defaulted Interest" has the meaning specified in Section 215.

"Defeasance" has the meaning specified in Section 1201.

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

"Definitive Debentures" has the meaning specified in Section 201.

"Definitive Preferred Security  Certificates" has the meaning given such term in
the Declaration.

"Delaware Trustee" has the meaning given such term in the Declaration.

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

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

"Event of Default" has the meaning specified in Section 401.

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

"Extension Period" has the meaning given such term in Section 206.

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

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

"Interest Payment Date" has the meaning given to such term in Section 205(1).

"Interest Rate" has the meaning given such term in Section 205(1).

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

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

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

"Maturity  Date" means the date determined in accordance with Section 202 and on
which the  Debentures  shall mature and the  principal  thereof shall be due and
payable  together  with all  accrued  and  unpaid  interest  thereon,  including
Deferred Interest, if any.

"Officer's  Certificate"  means a  certificate  signed  by the  Chief  Executive
Officer,  President,  a Vice President,  Treasurer or an Assistant  Treasurer or
other officer or agent of the Company duly  authorized by the board of directors
of the Company to execute such  certificate,  and delivered to the Trustee.  The
officer  signing an Officer's  Certificate  pursuant to Section 904 shall be the
principal executive, financial or accounting officer of the Company.

"Opinion of Counsel" means a written opinion of counsel,  who may be counsel for
the Company,  and who shall,  and which  opinion  shall,  be  acceptable  to the
Trustee.
<PAGE>

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

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

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

          (3) Debentures as to which  Defeasance  has been effected  pursuant to
Section 1202; and

         (4)  Debentures  which have been paid  pursuant  to  Section  214 or in
exchange for or in lieu of which other  Debentures have been  authenticated  and
delivered pursuant to this Indenture,  other than any such Debentures in respect
of which there shall have been presented to the Trustee proof satisfactory to it
that such  Debentures  are held by a bona fide  purchaser  in whose  hands  such
Debentures are valid  obligations  of the Company;  provided,  however,  that in
determining  whether  the  Holders  of the  requisite  principal  amount  of the
Outstanding Debentures have given any request, demand, authorization, direction,
notice,  consent or waiver  hereunder,  Debentures  owned by the  Company or any
other obligor upon the  Debentures  or any  Subsidiary of the Company or of such
other  obligor shall be  disregarded  and deemed not to be  Outstanding,  except
that, in determining  whether the Trustee shall be protected in relying upon any
such request, demand, authorization,  direction, notice, consent or waiver, only
Debentures  which a Responsible  Officer of the Trustee  actually knows to be so
owned shall be so  disregarded.  Debentures  so owned which have been pledged in
good faith may be regarded as  Outstanding  if the  pledgee  establishes  to the
satisfaction  of the Trustee the pledgee's  right so to act with respect to such
Debentures and that the pledgee is not the Company or any other obligor upon the
Debentures or any Subsidiary of the Company or of such other obligor.

"Paying  Agent" means any Person  authorized by the Company to pay the principal
of or interest on any Debenture on behalf of the Company.
<PAGE>

"Permitted   Holders"  means  (i)  Berkshire   Hathaway  Inc.  and  any  of  its
subsidiaries  which are directly or indirectly 50% or more owned by it and which
are  consolidated  with it for financial  reporting  purposes or (ii) any Person
following  any Event of Default  specified in Section 401 (1),  (2), or (3) that
results  in an  acceleration  of the  Subordinated  Debentures  or any  Event of
Default specified in Section 401 (4), (5) or (6).

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

"Place of Payment" means,  except as otherwise  specified herein,  the Corporate
Trust Office of the Trustee.

"Predecessor  Debenture"  of  any  particular  Debenture  means  every  previous
Debenture evidencing all or a portion of the same debt as that evidenced by such
particular  Debenture;  and, for the purposes of this definition,  any Debenture
authenticated  and  delivered  under Section 214 in exchange for or in lieu of a
mutilated,  destroyed,  lost or stolen Debenture shall be deemed to evidence the
same debt as the lost, destroyed, mutilated or stolen Debenture.

"Preferred  Securities" means 11% Trust Issued Preferred Securities of the Trust
representing preferred undivided beneficial interests in the assets of the Trust
in an aggregate  amount of up to $800,000,000 as may be issued from time to time
pursuant to that certain Subscription  Agreement between the Trust and Berkshire
Hathaway Inc. (including any of its assignees thereunder).

"Preferred  Securities  Guarantee"  has  the  meaning  given  such  term  in the
Declaration.

"Property Trustee" has the meaning given such term in the Declaration.

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

"Redemption Price" has the meaning specified in Section 1001(1)(a).

"Register" and  "Registrar"  have the respective  meanings  specified in Section
213.
<PAGE>

"Regular Record Date" has the meaning given to such term in Section 205(1).

"Regular Trustee" has the meaning given to such term in the Declaration.

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

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

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

"Series Issue Date" has the meaning specified in Section 205.

"Special Event" means the occurrence of an Investment Company Act Event or a Tax
Event.
<PAGE>

"Special Record Date" for the payment of any Defaulted Interest on any Debenture
means a date fixed by the Trustee pursuant to Section 215.

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

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

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

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

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

"Trust Securities" means Common Securities and Preferred Securities.

"U.S. Government Obligations" has the meaning specified in Section 1202(1).

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

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

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

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

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

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

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

Section 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.
              --------------------------------------

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

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

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

Section 104.  ACTS OF HOLDERS; RECORD DATES.
              -----------------------------

         Any request, demand, authorization,  direction, notice, consent, waiver
or other action  provided or permitted by this Indenture to be given or taken by
Holders  may  be  embodied  in and  evidenced  by one  or  more  instruments  of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become  effective when such instrument or instruments are delivered to the
Trustee  and,  where it is  hereby  expressly  required,  to the  Company.  Such
instrument  or  instruments  (and the  action  embodied  therein  and  evidenced
thereby) are herein  sometimes  referred to as the "Act" of the Holders  signing
such instrument or instruments.  Proof of execution of any such instrument or of
a writing  appointing  any such  agent,  or of the  holding  by any  Person of a
Debenture, shall be sufficient for any purpose of this Indenture and (subject to
Section 501) conclusive in favor of the Trustee and the Company and any agent of
the Trustee or the Company, if made in the manner provided in this Section.
<PAGE>

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

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

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

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

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

Section 105.  NOTICES, ETC., TO TRUSTEE AND COMPANY.
              -------------------------------------

         Any request, demand, authorization,  direction, notice, consent, waiver
or Act of Holders or other  document  provided or permitted by this Indenture to
be made upon,  given or  furnished  to, or filed  with,  (1) the  Trustee by any
Holder or 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 sent by facsimile to the Trustee at  (212)815-5915  or
at any other  number  previously  furnished  in  writing  to the  Company by the
Trustee,  or (2) the Company by the Trustee or by any Holder shall be sufficient
for every purpose hereunder  (unless otherwise herein expressly  provided) if in
writing and mailed,  first-class postage prepaid, to the Company addressed to it
to the  attention  of its  Treasurer  at the  address  of its  principal  office
specified in the first  paragraph  of this  instrument  or at any other  address
previously  furnished in writing to the Trustee by the Company or if sent to the
Company by facsimile  addressed to it to the attention of its Treasurer at (515)
242-4295.

Section 106.  NOTICE TO HOLDERS; WAIVER.
              -------------------------

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

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

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

Section 107.   CONFLICT WITH TRUST INDENTURE ACT.
               ---------------------------------

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

Section 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 any  Debenture  shall be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
<PAGE>

Section 111.   BENEFITS OF INDENTURE.
               ---------------------

         Nothing in this Indenture or the Debentures,  express or implied, shall
give to any Person (including any Paying Agent or Authenticating Agent appointed
pursuant to Section  514),  other than the parties  hereto and holders of Senior
Indebtedness and their successors  hereunder and the Holders of Debentures,  any
benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 112.   GOVERNING LAW.
               -------------

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

Section 113.   LEGAL HOLIDAYS.
               --------------

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

                                   ARTICLE TWO

                                 THE DEBENTURES

Section 201.   FORM AND DATING.
               ---------------

          There is hereby authorized  $800,000,000.00 aggregate principal amount
of  Debentures  designated  the "11%  Junior  Subordinated  Deferrable  Interest
Debentures."

          The Debentures may be issued in one or more series, provided, however,
that the original  principal amount of each series (other than the final series)
must be at least  $50,000,000 and further  provided that each series has its own
Series Issue Date (as defined below).  There shall be established in or pursuant
to one  or  more  Officer's  Certificates,  prior  to the  initial  issuance  of
Debentures  of any series,  the  designation  of the  Debentures of such series,
which shall  distinguish the Debentures of the series from the Debentures of all
other series.  All other terms of such series shall be identical and  consistent
with the provisions of this Indenture.
<PAGE>

         Pursuant to Section 211, the Debentures  are to be initially  issued in
fully  registered   certificated  form  without  interest  coupons  ("Definitive
Debentures") in the name of the Property  Trustee pursuant to the Declaration on
behalf  of  the  Trust.   The  Debentures  and  the  Trustee's   certificate  of
authentication thereof shall be substantially in the form set forth in Exhibit A
hereto,  which is hereby incorporated in and made a part of this Indenture.  The
Debentures may have such  notations,  legends or endorsements as may be required
by any law, rule, usage or agreement to which the Company is subject.

Section 202.   MATURITY.
               --------

          The  Maturity  Date of each  series will be tenth  anniversary  of the
Series Issue Date of such series.

Section 203.   PAYMENT.
               -------

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

Section 204. TRANSFERABILITY.
             ---------------

         The Debentures shall be transferable only to Permitted Holders.

Section 205.   INTEREST.
               --------

         (1) Subject to the  provisions  of Section 206, the  Debentures of each
series  will bear  interest at the rate of 11% per annum (the  "Interest  Rate")
from the date of original  issuance of the  Debentures of such series under this
Indenture (the "Series Issue Date") until the principal  thereof becomes due and
payable,  and on any overdue  principal  and (to the extent that payment of such
interest is  enforceable  under  applicable  law) on any overdue  installment of
interest at the Interest Rate, compounded semi-annually, payable (subject to the
provisions of Section 206)  semi-annually  in arrears on June 15 and December 15
of each year (each, an "Interest  Payment  Date"),  commencing on the first such
date following the Series Issue Date, to the Person in whose name such Debenture
or any  predecessor  Debenture  is  registered,  at the close of business on the
regular  record date for such  interest  installment,  which,  in respect of any
Debenture registered in the name of the Property Trustee,  shall be the close of
business on the  Business Day next  preceding  that  Interest  Payment Date (the
"Regular  Record  Date").   Notwithstanding  the  foregoing  sentence,   if  the
Debentures are not registered in the name of the Property  Trustee,  the Company
may select a regular  record date for such interest  installment  which shall be
any date at least one Business Day before an Interest Payment Date.
<PAGE>

         (2) The amount of  interest  payable for any period will be computed on
the basis of a 360-day year of twelve 30-day  months.  Except as provided in the
following sentence, the amount of interest payable for any period shorter than a
full semi-annual period for which interest is computed,  will be computed on the
basis of the actual number of days elapsed in such a 30-day month.  In the event
that any date on which  interest is payable on the  Debentures is not a Business
Day, then payment of the interest  payable on such date will be made on the next
succeeding  day which is a  Business  Day (and  without  any  interest  or other
payment  in  respect  of any  such  delay),  except  that,  notwithstanding  the
provisions  of  Section  113,  if such  Business  Day is in the next  succeeding
calendar year, such payment shall be made on the immediately  preceding Business
Day, in each case with the same force and effect as if made on such date.

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

Section 206.   EXTENSION OF INTEREST PAYMENT PERIOD.
               ------------------------------------

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

Section 207.   NOTICE OF EXTENSION.
               -------------------

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

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

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

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

         (3) The  semi-annual  period in which any notice is given  pursuant  to
paragraphs  (1) or (2) of this  Section  207 shall be  counted  as one of the 10
semi-annual  periods  permitted in the maximum  Extension Period permitted under
Section 206.

Section 208.  MANDATORY REDEMPTION.
              --------------------

         The Debentures are subject to mandatory  redemption in accordance  with
Section 1001.

Section 209.   INTENTIONALLY LEFT BLANK.
               ------------------------

Section 210.   DENOMINATIONS.
               -------------

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

Section 211.   EXECUTION, AUTHENTICATION, DELIVERY AND DATING.
               ----------------------------------------------
         The  Debentures  shall be  executed  on  behalf of the  Company  by its
Chairman of the Board,  its Vice Chairman of the Board,  its President or one of
its Vice  Presidents or any other  authorized  officer.  The signature of any of
these officers on the Debentures may be manual or facsimile.

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

         The Company may at any time and from time to time  deliver  Debentures,
executed by the  Company,  to the Trustee for  authentication,  together  with a
Company Order (attaching a form of the Debentures and the Officer's  Certificate
required by Section 201) for the authentication and delivery of such Debentures,
and the Trustee in  accordance  with the Company  Order shall  authenticate  and
deliver  such  Debentures.  Each  Debenture  shall  be  dated  the  date  of its
authentication. The Trustee shall be entitled to receive and (subject to Section
501) shall be fully protected in relying upon an Opinion of Counsel stating that
the Debentures,  when  authenticated  and delivered by the Trustee and issued by
the  Company in the  manner and  subject  to any  conditions  specified  in such
Opinion of Counsel, will constitute the legally valid and binding obligations of
the Company  enforceable  against the Company in  accordance  with their  terms,
except as may be limited by bankruptcy, insolvency,  reorganization,  moratorium
or similar laws relating to or affecting creditors, rights generally (including,
without  limitation,  fraudulent  conveyance laws) and by general  principles of
equity, including, without limitation, concepts of materiality,  reasonableness,
good  faith  and  fair  dealing  and the  possible  unavailability  of  specific
performance  or  injunctive  relief  regardless  of  whether   considered  in  a
proceeding in equity or at law.
<PAGE>

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

Section 212.   TEMPORARY DEBENTURES.
               --------------------

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

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

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

Section 213.   REGISTRATION OF TRANSFER AND EXCHANGE.
               -------------------------------------

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

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

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

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

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

         No service  charge  shall be made for any  registration  of transfer or
exchange of Debentures,  but the Company may require payment of a sum sufficient
to cover any tax or other governmental  charge that may be imposed in connection
with any  registration  of  transfer  or  exchange  of  Debentures,  other  than
exchanges pursuant to Section 212, 806 or 1007 not involving any transfer.

         The Company  shall not be required (1) to issue,  register the transfer
of or exchange  Debentures  during a period beginning at the opening of business
15 days before the day of the mailing of a notice of  redemption  of  Debentures
selected for  redemption  under Section 1003 and ending at the close of business
on the day of such  mailing,  or (2) to register the transfer or exchange of any
Debenture so selected for redemption in whole or in part,  except the unredeemed
portion of any Debenture being redeemed in part.

Section 214.   MUTILATED, DESTROYED, LOST AND STOLEN DEBENTURES.
               ------------------------------------------------

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

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

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

         Upon the  issuance of any new  Debenture  under this  Section  214, 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.
<PAGE>

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

         The provisions of this Section 214 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Debentures.

         Each  Holder of a  Debenture  agrees to  indemnify  the Company and the
Trustee  against any liability  that may result from the  transfer,  exchange or
assignment  of such  Holder's  Debenture in  violation of any  provision of this
Indenture and/or applicable United States Federal or state securities law.

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

Section 215.   DEFAULTED INTEREST; INTEREST RIGHTS PRESERVED.
               ---------------------------------------------

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

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

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

         Subject to the foregoing provisions of this Section 215, each Debenture
delivered  under this Indenture upon  registration of transfer of or in exchange
for or in lieu of any other Debenture shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Debenture.

Section 216.   PERSONS DEEMED OWNERS.
               ---------------------

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

Section 217.   CANCELLATION.
               ------------
<PAGE>

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

                                  ARTICLE THREE

                           SATISFACTION AND DISCHARGE

Section 301.   SATISFACTION AND DISCHARGE OF INDENTURE.
               ---------------------------------------

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

         (1)  either

                  (a)      all   Debentures   theretofore    authenticated   and
                           delivered  (other than (i) Debentures which have been
                           destroyed,   lost  or  stolen  and  which  have  been
                           replaced or paid as provided in Section 214, and (ii)
                           Debentures  for whose payment  money has  theretofore
                           been  deposited  in trust or  segregated  and held in
                           trust by the  Company  and  thereafter  repaid to the
                           Company or discharged from such trust, as provided in
                           Section  903) have been  delivered to the Trustee for
                           cancellation; or

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

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

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

Notwithstanding   the  satisfaction   and  discharge  of  this  Indenture,   the
obligations of the Company to the Trustee under Section 507, the  obligations of
the Trustee to any  Authenticating  Agent under  Section 514 and, if money shall
have been deposited with the Trustee  pursuant to subclause (b) of Clause (1) of
this Section 301, the  obligations of the Trustee under Section 302 and the last
paragraph of Section 903 shall survive.

Section 302.   APPLICATION OF TRUST MONEY.
               --------------------------

         Subject to provisions  of the last  paragraph of Section 903, all money
deposited  with the  Trustee  pursuant to Section 301 shall be held in trust and
applied by it, in  accordance  with the  provisions of the  Debentures  and this
Indenture,  to  the  payment,  either  directly  or  through  any  Paying  Agent
(including  the  Company  acting as its own  Paying  Agent) as the  Trustee  may
determine,  to the Persons entitled  thereto,  of the principal and interest for
whose payment such money has been deposited with the Trustee.

                                  ARTICLE FOUR

                                    REMEDIES

Section 401.   EVENTS OF DEFAULT.
               -----------------

         "Event of Default" wherever used herein with respect to the Debentures,
means any one of the  following  events  (whatever  the reason for such Event of
Default and whether it shall be occasioned by the  provisions of Article Four or
be  voluntary or  involuntary  or be effected by operation of law or pursuant to
any judgment,  decree or order of any court or any order,  rule or regulation of
any administrative or governmental body):

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

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

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

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

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

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

Section 402.   ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.
               --------------------------------------------------

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

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

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

          (a)       all overdue interest on the Debentures,

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

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

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

          (2) all Events of Default with respect to the  Debentures,  other than
          the  non-payment of the principal of the  Debentures  which has become
          due solely by such  declaration  of  acceleration,  have been cured or
          waived as provided in Section 413.

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

Section 403.   COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.
               ---------------------------------------------------------------

         The Company covenants that if

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

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

         If an Event of Default  with  respect to the  Debentures  occurs and is
continuing,  the Trustee may in its discretion (or shall at the direction of the
requisite  number of Holders  pursuant  to Section  412)  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.
<PAGE>

Section 404.   TRUSTEE MAY FILE PROOFS OF CLAIM.
               --------------------------------

         In case of any  judicial  proceeding  relative  to the  Company (or any
other obligor upon the Debentures),  its property or its creditors,  the Trustee
shall  be  entitled  and  empowered,  by  intervention  in  such  proceeding  or
otherwise,  to take any and all actions authorized under the Trust Indenture Act
in order to have  claims of the  Holders  and the  Trustee  allowed  in any such
proceeding.  In  particular,  the  Trustee  shall be  authorized  to collect and
receive any moneys or other  property  payable or deliverable on any such claims
and to distribute  the same;  and any custodian,  receiver,  assignee,  trustee,
liquidator,  sequestrator  or  other  similar  official  in  any  such  judicial
proceeding  is hereby  authorized  by each  Holder to make such  payments to the
Trustee and, in the event that the Trustee  shall  consent to the making of such
payments  directly to the  Holders,  to pay to the Trustee any amount due it for
the  reasonable  compensation,  expenses,  disbursements  and  advances  of  the
Trustee,  its agents and counsel,  and any other  amounts due the Trustee  under
Section 507.

         No provision of this Indenture shall be deemed to authorize the Trustee
to  authorize  or consent to or accept or adopt on behalf of any Holder any plan
of  reorganization,   arrangement,   adjustment  or  composition  affecting  the
Debentures  or the rights of any Holder  thereof or to authorize  the Trustee to
vote in  respect of the claim of any  Holder in any such  proceeding;  provided,
however,  that the Trustee may, on behalf of the Holders,  vote for the election
of a trustee in bankruptcy  or similar  official and be a member of a creditors'
or other similar committee.

Section 405.   TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBENTURES.
               -----------------------------------------------------------

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

Section 406.   APPLICATION OF MONEY COLLECTED.
               ------------------------------

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

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

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

Section 407.   LIMITATION ON SUITS.
               -------------------

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

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

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

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

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

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

Section 408.  UNCONDITIONAL  RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND INTEREST;
              ACKNOWLEDGMENT REGARDING PREFERRED SECURITIES HOLDERS.
              -----------------------------------------------------------------

         (1) Notwithstanding  any other provision in this Indenture,  the Holder
of any Debenture shall have the right, which is absolute and  unconditional,  to
receive  payment of the  principal of and  (subject to Section 215)  interest on
such  Debenture,  at the Maturity  expressed in such  Debenture and to institute
suit for the  enforcement  of any such  payment,  and such  rights  shall not be
impaired without the consent of such Holder.

         (2) The  Company  acknowledges  that,  with  respect to any  Debentures
registered in the name of the Property  Trustee for the benefit of the Trust, if
the Property  Trustee fails to enforce its rights under the  Debentures and this
Indenture as such Holder,  then holders of Preferred  Securities  may  institute
legal  proceedings  directly  against the Company to enforce such rights without
first  instituting  any legal  proceedings  against the Property  Trustee or any
other Person. Notwithstanding the foregoing, if an Event of Default has occurred
under Section 401(1) or 401(2), any holder of Preferred  Securities may directly
institute a proceeding  against the Company for  enforcement  of payment to such
holder of the  principal  of or interest on the  Debentures  having an aggregate
principal  amount equal to the  aggregate  liquidation  amount of the  Preferred
Securities of such holder on or after the respective due dates  specified in the
Debentures.

Section 409.   RESTORATION OF RIGHTS AND REMEDIES.
               ----------------------------------

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

Section 410.   RIGHTS AND REMEDIES CUMULATIVE.
               ------------------------------
<PAGE>

         Except as otherwise provided with respect to the replacement or payment
of mutilated,  destroyed,  lost or stolen  Debentures  in the last  paragraph of
Section 214, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy,  and
every right and remedy shall, to the extent  permitted by law, be cumulative and
in addition to every other right and remedy given  hereunder or now or hereafter
existing at law or in equity or  otherwise.  The  assertion or employment of any
right or remedy  hereunder,  or  otherwise,  shall not  prevent  the  concurrent
assertion or employment of any other appropriate right or remedy.

Section 411.   DELAY OR OMISSION NOT A WAIVER.
               ------------------------------

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

Section 412.   CONTROL BY HOLDERS.
               ------------------

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

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

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

          (3) subject to the  provisions  of Section 501, the Trustee shall have
the right to decline to follow  such  direction  if the Trustee  shall,  in good
faith,  determine that the proceeding so directed would be unjustly  prejudicial
to the Holders not joining in any such  direction or would  potentially  involve
the Trustee in personal liability.

Section 413.   WAIVER OF PAST DEFAULTS.
               -----------------------

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

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

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

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

Section 414.   UNDERTAKING FOR COSTS.
               ---------------------

         In any suit for the  enforcement  of any  right or  remedy  under  this
Indenture,  or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an  undertaking to pay the costs of such suit, and may assess costs against
any such party  litigant,  in the manner and to the extent provided in the Trust
Indenture  Act;  provided that neither this Section 414 nor the Trust  Indenture
Act shall be deemed to authorize any court to require such an  undertaking or to
make such an assessment in any suit instituted by the Company or by the Trustee.

Section 415.   WAIVER OF USURY, STAY OR EXTENSION LAWS.
               ---------------------------------------

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

Section 416.   THIRD PARTY BENEFICIARIES.
               -------------------------

         The  Property  Trustee,  the  trustee  under the  Preferred  Securities
Guarantee and the Delaware  Trustee are each a third party  beneficiary  of, and
shall be entitled  to enforce,  and to  exercise  all rights and  remedies  with
respect to, the provisions of Section 910.
<PAGE>

                                  ARTICLE FIVE

                                   THE TRUSTEE

Section 501.   CERTAIN DUTIES AND RESPONSIBILITIES.
               -----------------------------------

         The duties, responsibilities,  rights, immunities and protection of the
Trustee shall be as provided by the Trust  Indenture  Act. Prior to any Event of
Default  the  Trustee  shall not be liable  except for the  performance  of such
duties as are  specifically set out herein and in the Trust Indenture Act and no
implied  covenants or obligations  shall be read into this Indenture against the
Trustee.  In the absence of bad faith on its part, the Trustee may  conclusively
rely,  as to the truth of the  statements  and the  correctness  of the opinions
expressed  therein,  upon certificates or opinions  furnished to the Trustee and
conforming to the  requirements of this  Indenture;  but in the case of any such
certificates or opinions which by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall be under a duty to examine the
same to  determine  whether  or not they  conform  to the  requirements  of this
Indenture  (but need not confirm or  investigate  the  accuracy of  mathematical
calculations or other facts stated  therein.) Upon the occurrence of an Event of
Default (which has not been cured or waived), the Trustee shall exercise such of
the rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise,  as a prudent individual would exercise or use
under  the   circumstances   in  the   conduct  of  his  or  her  own   affairs.
Notwithstanding the foregoing,  no provision of this Indenture shall require the
Trustee  to  expend  or risk its own  funds or  otherwise  incur  any  financial
liability in the performance of any of its duties hereunder,  or in the exercise
of any of its  rights  or  powers,  if it  shall  have  reasonable  grounds  for
believing that repayment of such funds or adequate  indemnity  against such risk
or liability is not reasonably  assured to it. Whether or not therein  expressly
so  provided,  every  provision  of this  Indenture  relating  to the conduct or
affecting  the  liability of or  affording  protection  to the Trustee  shall be
subject to the provisions of this Section.

Section 502.   NOTICE OF DEFAULTS.
               ------------------

         The Trustee  shall give notice of any  default  known to a  Responsible
Officer of the Trustee with respect to the Debentures when, as and to the extent
provided by the Trust  Indenture  Act and in the manner  provided by Section 106
hereof;  provided,  however,  that in the case of any  default of the  character
specified  in Section  401(3)  with  respect to  Debentures,  no such  notice to
Holders  shall be given  until at least 30 days after the  default  is  actually
known (as set forth in Section 503(9)) to a Responsible  Officer of the Trustee.
For the purpose of this Section, the term "default" means any event which is, or
after  notice or lapse of time or both would  become,  an Event of Default  with
respect to the Debentures.
<PAGE>

Section 503.   CERTAIN RIGHTS OF TRUSTEE.
               -------------------------

         Subject to the provisions of Section 501:

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

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

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

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

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

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

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

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

          (9) the Trustee  shall not be charged  with  knowledge of any Event of
Default unless either (i) a Responsible Officer of the Trustee shall have actual
knowledge or (ii) the Trustee  shall have  received  written  notice  thereof in
accordance with Section 105(1) hereof from the Company or a Holder; and

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

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

Section 504.   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBENTURES.
               ------------------------------------------------------

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

Section 505.   MAY HOLD DEBENTURES.
               -------------------

         The Trustee, any Authenticating  Agent, any Paying Agent, any Registrar
or any other agent of the Company, in its individual or any other capacity,  may
become the owner or pledgee of Debentures and,  subject to Sections 508 and 513,
may  otherwise  deal with the  Company  with the same rights it would have if it
were not Trustee,  Authenticating  Agent, Paying Agent,  Registrar or such other
agent.

Section 506.   MONEY HELD IN TRUST.
               -------------------

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

Section 507.   COMPENSATION AND REIMBURSEMENT.
               ------------------------------

         The Company agrees

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

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

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

         As security for the performance of the obligations of the Company under
this Section 507, the Trustee  shall have a claim prior to the  Debentures  upon
all property  and funds held or  collected by the Trustee as such,  except funds
held in  trust  for the  payment  of  principal  of or  interest  on  particular
Debentures.

         When  the  Trustee  renders  services  or  incurs  expenses  after  the
occurrence of an Event of Default specified in Sections 401(4) or 401(5) hereof,
the compensation  for services and expenses are intended to constitute  expenses
of  administration  under any  applicable  bankruptcy or  insolvency  law or law
applicable to creditors' rights to the extent permitted by applicable law.

Section 508.   DISQUALIFICATION; CONFLICTING INTERESTS.
               ---------------------------------------

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

Section 509.   CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.
               ---------------------------------------

         There  shall at all  times be a  Trustee  hereunder,  which  shall be a
Person that (1) is eligible  pursuant to the Trust Indenture Act to act as such,
and (2) has a  combined  capital  and  surplus  of at least  $50,000,000  and is
subject to supervision or examination by a Federal or State authority; provided,
however,  that if the Trustee shall be a member of a bank holding company group,
such bank holding  company group shall have  combined  capital and surplus of at
least  $50,000,000 and the Trustee shall have a combined  capital and surplus of
at least  $10,000,000.  If such Person  publishes  reports of condition at least
annually,  pursuant  to  law or to  the  requirements  of  said  supervising  or
examining authority, then for the purposes of this Section, the combined capital
and  surplus  of such  Person  shall be deemed to be its  combined  capital  and
surplus as set forth in its most recent report of condition so published.  If at
any  time  the  Trustee  shall  cease  to be  eligible  in  accordance  with the
provisions  of this Section 509, it shall resign  immediately  in the manner and
with the effect hereinafter specified in this Article.

Section 510.   RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.
               -------------------------------------------------
<PAGE>

         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 511.

         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 511 shall not have been  delivered  to the Trustee  within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent  jurisdiction for the appointment of a successor Trustee with
respect to the Debentures, at the sole expense of the Company.

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

         If at any time:

          (1) the Trustee  shall fail to comply with  Section 508 after  written
request  therefor  by the  Company  or by any  Holder who has been a Holder of a
Debenture for at least six months, or

          (2) the Trustee shall cease to be eligible under Section 509 and shall
fail to resign  after  written  request  therefor  by the Company or by any such
Holder, or

          (3) the Trustee shall become  incapable of acting or shall be adjudged
bankrupt or insolvent  or a receiver of the Trustee or of its property  shall be
appointed or any public  officer  shall take charge or control of the Trustee or
of its property or affairs for the purpose of  rehabilitation,  conservation  or
liquidation,  then, in any such case, (i) the Company by a Board  Resolution may
remove the  Trustee,  or (ii)  subject to Section 414, any Holder who has been a
Holder of a Debenture  for at least six months may, on behalf of himself and all
others similarly situated,  petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

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

         If the Trustee shall resign,  be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, the Company,
by a Board  Resolution,  shall  promptly  appoint a successor  Trustee (it being
understood  that any time there shall be only one Trustee) and shall comply with
the  applicable  requirements  of Section  511.  If,  within one year after such
resignation,  removal or  incapability,  or the  occurrence of such  vacancy,  a
successor  Trustee  shall be appointed by an Act of the Holders of a majority in
principal amount of the Outstanding  Debentures delivered to the Company and the
retiring Trustee,  the successor Trustee so appointed shall,  forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of
Section  511,  become the  successor  Trustee and to that extent  supersede  the
successor Trustee  appointed by the Company.  If no successor Trustee shall have
been so appointed by the Company or the Holders and accepted  appointment in the
manner  required by Section 511, any Holder who has been a Holder of a Debenture
for at least six  months  may,  on behalf of himself  and all  others  similarly
situated,  petition any court of competent jurisdiction for the appointment of a
successor Trustee.

         The Company shall give notice of each  resignation  and each removal of
the  Trustee  and each  appointment  of a  successor  Trustee to all  Holders of
Debentures  in the manner  provided in Section  106. The Company also shall give
notice of  appointment  (and  acceptance  of such  appointment)  of a  successor
Trustee to the Trustee who is  resigning  or being  removed.  Each notice  shall
include the name of the successor Trustee and the address of its Corporate Trust
Office.

         No  resignation  or  removal  pursuant  to this  Section  510  shall be
effective  unless and until any and all amounts due to such Trustee  pursuant to
Section 507 shall have been paid. The obligations of the Company provided for in
Section 507 shall survive such resignation or removal.

Section 511.   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.
               --------------------------------------

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

         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 512.   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.
               -----------------------------------------------------------

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

Section 513.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.
               -------------------------------------------------

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

Section 514.   APPOINTMENT OF AUTHENTICATING AGENT.
               -----------------------------------

         The Trustee may appoint an  Authenticating  Agent or Agents which shall
be authorized to act on behalf of the Trustee to authenticate  Debentures issued
upon  original  issue and upon  exchange,  registration  of  transfer or partial
redemption  thereof or pursuant to Section 214, and Debentures so  authenticated
shall be  entitled  to the  benefits  of this  Indenture  and shall be valid and
obligatory  for all  purposes  as if  authenticated  by the  Trustee  hereunder.
<PAGE>
Wherever  reference is made in this Indenture to the authentication and delivery
of  Debentures by the Trustee or the Trustee's  certificate  of  authentication,
such reference shall be deemed to include  authentication and delivery on behalf
of the Trustee by an  Authenticating  Agent and a certificate of  authentication
executed  on  behalf  of  the   Trustee  by  an   Authenticating   Agent.   Each
Authenticating  Agent shall be  acceptable to the Company and shall at all times
be a  corporation  organized  and doing  business  under the laws of the  United
States of America,  any State  thereof or the District of  Columbia,  authorized
under such laws to act as  Authenticating  Agent,  having a combined capital and
surplus of not less than  $50,000,000  and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of
condition  at least  annually,  pursuant to law or to the  requirements  of said
supervising or examining  authority,  then for the purposes of this Section, the
combined capital and surplus of such Authenticating  Agent shall be deemed to be
its  combined  capital  and  surplus as set forth in its most  recent  report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section,  such Authenticating
Agent shall resign  immediately  in the manner and with the effect  specified in
this Section.

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

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an  Authenticating  Agent by giving written notice thereof to such
Authenticating  Agent  and to the  Company.  Upon  receiving  such a  notice  of
resignation  or  upon  such  a  termination,   or  in  case  at  any  time  such
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section,  the Trustee may appoint a successor  Authenticating
Agent which shall be acceptable to the Company and shall provide  notice of such
appointment to the Holders of Debentures, in the manner provided in Section 106.
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.
<PAGE>

         The  Trustee  agrees to pay to each  Authenticating  Agent from time to
time  reasonable  compensation  for its  services  under this  Section,  and the
Trustee shall be entitled to be  reimbursed  for such  payments,  subject to the
provisions of Section 507.

         If an  appointment is made pursuant to this Section 514, the Debentures
may  have  endorsed  thereon,  in  addition  to  the  Trustee's  certificate  of
authentication,  an alternative  certificate of  authentication in the following
form:

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

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

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

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


                                   ARTICLE SIX

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 601.   COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.
               ---------------------------------------------------------

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

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

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

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

Section 602.   PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.
               ------------------------------------------------------

         The  Trustee  shall  preserve,  in as  current a form as is  reasonably
practicable,  the names and  addresses  of Holders  contained in the most recent
list  furnished  to the  Trustee as  provided  in Section  601 and the names and
addresses of Holders  received by the Trustee in its capacity as Registrar.  The
Trustee  may destroy  any list  furnished  to it as provided in Section 601 upon
receipt of a new list so furnished.

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

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

Section 603.   REPORTS BY TRUSTEE.
               ------------------

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

Section 604.   INTENTIONALLY LEFT BLANK.
               ------------------------



                                  ARTICLE SEVEN

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 701.   COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.
               ----------------------------------------------------

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

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

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

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

Section 702.   SUCCESSOR SUBSTITUTED.
               ---------------------

          Upon any  consolidation  of the Company with, or merger of the Company
into,  any other Person or any  conveyance,  transfer or lease of the properties
and assets of the  Company  substantially  as an  entirety  in  accordance  with
Section 701, the successor Person formed by such consolidation or into which the
Company is merged or to which such  conveyance,  transfer or lease is made shall
succeed to, and be  substituted  for, and may exercise every right and power of,
the  Company  under this  Indenture  with the same  effect as if such  successor
Person had been named as the Company herein, and thereafter,  except in the case
of a lease,  the  predecessor  Person shall be relieved of all  obligations  and
covenants under this Indenture and the Debentures.
<PAGE>

                                  ARTICLE EIGHT

                             SUPPLEMENTAL INDENTURES

Section 801.   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
               --------------------------------------------------

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

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

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

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

          (4)  to  evidence  and  provide  for  the  acceptance  of  appointment
hereunder by a successor  Trustee and to add to or change any of the  provisions
of this  Indenture  as shall be  necessary  to  provide  for or  facilitate  the
administration  of  the  trusts  hereunder  by  the  Trustee,  pursuant  to  the
requirements of Section 511; or

          (5) to cure any  ambiguity,  to correct or  supplement  any  provision
herein which may be inconsistent with any other provision herein, or to make any
other  provisions  with  respect  to  matters or  questions  arising  under this
Indenture,  provided  that such  action  pursuant  to this  clause (5) shall not
adversely  affect the  interests of the Holders  (except for holders  consenting
pursuant to Section 802).

Section 802.   SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.
               -----------------------------------------------

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

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

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

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

          (4) modify any of the  provisions  of this Section 802 or Section 413,
except  to  increase  any such  percentage  or to  provide  that  certain  other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding  Debenture affected thereby,  provided,  however,
that this  clause  shall not be deemed to require the consent of any Holder with
respect to changes in the references to "the Trustee" and concomitant changes in
this  Section  802, or the  deletion of this  proviso,  in  accordance  with the
requirements of Sections 511 and 801(4).

         It shall not be necessary for any Act of Holders under this Section 802
to approve the particular form of any proposed  supplemental  indenture,  but it
shall be sufficient if such Act shall approve the substance thereof.

Section 803.   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  501) shall be fully  protected  in relying  upon,  an
Opinion of Counsel stating that the execution of such supplemental  indenture is
authorized  or  permitted by this  Indenture.  The Trustee may, but shall not be
obligated  to,  enter into any such  supplemental  indenture  which  affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.
<PAGE>

Section 804.   EFFECT OF SUPPLEMENTAL INDENTURES.
               ---------------------------------

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

Section 805.   CONFORMITY WITH TRUST INDENTURE ACT.
               -----------------------------------

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

Section 806.   REFERENCE IN DEBENTURES TO SUPPLEMENTAL INDENTURES.
               --------------------------------------------------

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

                                  ARTICLE NINE

                                    COVENANTS

Section 901.   PAYMENT OF PRINCIPAL AND INTEREST.
               ---------------------------------

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

Section 902.   MAINTENANCE OF OFFICE OR AGENCY.
               -------------------------------

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

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

Section 903.   MONEY FOR DEBENTURES PAYMENTS TO BE HELD IN TRUST.
               -------------------------------------------------

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

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

         The Company will cause each Paying Agent for the Debentures  other than
the Trustee to execute and  deliver to the Trustee an  instrument  in which such
Paying Agent shall agree with the  Trustee,  subject to the  provisions  of this
Section 903,  that such Paying Agent will (1) comply with the  provisions of the
Trust  Indenture  Act  applicable  to it as a Paying  Agent and (2)  during  the
continuance  of any  default  by the  Company  (or any  other  obligor  upon the
Debentures) in the making of any payment in respect of the Debentures,  and upon
the written  request of the Trustee,  forthwith pay to the Trustee all sums held
in trust by such Paying Agent for payment in respect of the Debentures.
<PAGE>

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

Section 904.   STATEMENT BY OFFICERS AS TO DEFAULT.
               -----------------------------------

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

Section 905.   EXISTENCE.
               ---------
<PAGE>

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

Section 906.   MAINTENANCE OF PROPERTIES.
               -------------------------

         The Company will cause all properties  used or useful in the conduct of
its business to be  maintained  and kept in good  condition,  repair and working
order and supplied  with all  necessary  equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the  judgment  of the Company may be  necessary  so that the  business
carried on in connection therewith may be properly and advantageously  conducted
at all times; provided,  however, that nothing in this Section shall prevent the
Company  from  discontinuing  the  operation  or  maintenance  of  any  of  such
properties if such discontinuance is, in the judgment of the Company,  desirable
in the conduct of its business and not  disadvantageous  in any material respect
to the Holders.

Section 907.   PAYMENT OF TAXES AND OTHER CLAIMS.
               ---------------------------------

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

Section 908.   LIMITATION ON DIVIDENDS AND REPURCHASES; TRANSACTIONS WITH
               -----------------------------------------------------------
                AFFILIATES.
                ----------

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

Section 909.   COVENANTS AS TO THE TRUST.
               -------------------------

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

Section 910.   PAYMENT OF EXPENSES.
               -------------------

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

          (1) pay all costs and  expenses  relating  to the  offering,  sale and
issuance of the  Debentures,  including  compensation  of the Trustee  under the
Indenture in accordance with the provisions of Section 507 of the Indenture;

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

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

Section 911.   INTENTIONALLY LEFT BLANK.
               ------------------------

Section 912.   WAIVER OF CERTAIN COVENANTS.
               ---------------------------

         The  Company  may omit in any  particular  instance  to comply with any
term,  provision or condition  set forth in this  Indenture  with respect to the
Debentures if before the time for such  compliance  the Holders of a majority in
aggregate  principal amount of the Outstanding  Debentures shall, by Act of such
Holders,  either  waive such  compliance  in such  instance or  generally  waive
compliance with such term, provision or condition,  provided that no such waiver
shall  without  the  consent  of each  Holder  affected  thereby  (1) change the
Maturity Date, (2) reduce the principal  amount of the Debentures or the rate of
interest  thereon  or extend the time of payment  of  interest  thereon  (except
pursuant  to Section  206),  (3) change any Place of Payment or the  currency in
which the  Debentures  or any  interest  thereon  is  payable  or (4) reduce the
percentage in principal  amount of the  Outstanding  Debentures,  the consent of
whose Holders is required with respect to  supplemental  indentures  and for any
waiver of  compliance  with  certain  provisions  of this  Indenture  or certain
defaults hereunder and their consequences provided for herein.

                                   ARTICLE TEN

                            REDEMPTION OF DEBENTURES

Section 1001.  MANDATORY AND SPECIAL EVENT REDEMPTION.
               --------------------------------------

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

          (1)  MANDATORY  REDEMPTION.  Each series of  Debentures  is subject to
mandatory  redemption,  in ten semi-annual  principal  installments equal to the
then  applicable  Sinking Fund Amount (each, an  "Installment"),  with the first
Installment  payable on the  Interest  Payment Date which is at least five years
and six months  following the Series Issue Date of the Debentures of such series
and an Installment  payable on each Interest  Payment Date thereafter and on the
Maturity  Date,  at a  redemption  price  equal to the  principal  amount  to be
redeemed,  without  premium,  plus  accrued  interest  thereon  to the  date  of
redemption.  The "Sinking  Fund Amount" of each  Installment  shall be an amount
equal to 10% of the  aggregate  principal  amount of  Debentures  of such series
issued upon original issuance under this Indenture.

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

Section 1002.  ELECTION TO REDEEM: NOTICE TO TRUSTEE.
               -------------------------------------

         The  election of the  Company to redeem any  Debentures  under  Section
1001(2)  shall be  evidenced by a Board  Resolution.  In the case of any Special
Event Redemption of Debentures, the Company shall, within 30 days after any such
redemption,  furnish  the  Trustee  with  an  Officer's  Certificate  evidencing
compliance with all conditions precedent to such redemption.

Section 1003.  PARTIAL REPAYMENTS PRO RATA.
               ---------------------------

         Upon any  partial  redemption  of the  Debentures  of any  series,  the
principal amount so redeemed shall be allocated to all Debentures of such series
at the time  outstanding  (including  for the purpose of this Section 1003 only,
all Debentures  redeemed or otherwise retired or purchased or otherwise acquired
by the  Company or any of its  subsidiaries)  in  proportion  to the  respective
outstanding principal amounts thereof.

Section 1004.  NOTICE OF REDEMPTION.
               --------------------

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

         All notices of redemption shall state:

         (1)  the Redemption Date,

         (2)  the Redemption Price,
<PAGE>

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

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

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

Section 1005.  DEPOSIT OF REDEMPTION PRICE.
               ---------------------------

         At least one Business  Day prior to any  Redemption  Date,  the Company
shall  deposit  with the  Trustee or with a Paying  Agent (or, if the Company is
acting as its own  Paying  Agent,  segregate  and hold in trust as  provided  in
Section 903) an amount of money sufficient to pay the Redemption Price of all of
the Debentures which are to be redeemed on that date. The Redemption Price shall
be paid prior to 12:00 noon,  New York time, on the  Redemption  Date or at such
earlier time as the Company determines.

Section 1006.  DEBENTURES PAYABLE ON REDEMPTION DATE.
               -------------------------------------

         Any required notice of redemption  having been given as aforesaid,  all
Debentures to be redeemed shall, on the Redemption Date,  become due and payable
at the Redemption Price therein specified,  and from and after such date (unless
the Company  shall  default in the payment of the  Redemption  Price and accrued
interest) such Debentures (or any portion thereof which is mandatorily redeemed)
shall  cease  to  bear  interest.  Upon  surrender  of any  such  Debenture  for
redemption,  in  accordance  with  said  notice  in the  case of  Special  Event
Redemption,  or to the Company in the case of each  mandatory  redemption,  such
Debenture  shall  be paid by the  Company  at the  Redemption  Price;  provided,
however,  that  installments  of interest  whose  Maturity is on or prior to the
Redemption  Date shall be payable to the Holders of such  Debentures,  or one or
more Predecessor Debentures,  registered as such at the close of business on the
relevant  record dates  according to their terms and the  provisions  of Section
215.

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

Section 1007.  DEBENTURES REDEEMED IN PART.
               ---------------------------

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

                                 ARTICLE ELEVEN

                                  SUBORDINATION

Section 1101.  AGREEMENT TO SUBORDINATE; RANKING OF DEBENTURES.
               -----------------------------------------------

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

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

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

Section 1102.  DEFAULT ON SENIOR INDEBTEDNESS.
               ------------------------------

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

         In the event that,  notwithstanding the foregoing, any payment shall be
received  by the  Trustee  when such  payment  is  prohibited  by the  preceding
paragraph of this Section 1102,  subject to the provisions of Section 1106, such
payment  shall be held in trust for the  benefit  of,  and shall be paid over or
delivered  to,  the  holders  of  Senior   Indebtedness   or  their   respective
representatives,  or to the trustee or trustees under any indenture  pursuant to
which any of such Senior  Indebtedness may have been issued, as their respective
interests  may  appear,  but only to the extent  that the  holders of the Senior
Indebtedness (or their  representative or  representatives  or a trustee) notify
the Trustee in writing  within 90 days of such  payment of the amounts  then due
and owing on the Senior  Indebtedness  and only the  amounts  specified  in such
notice to the Trustee shall be paid to the holders of Senior Indebtedness.

Section 1103.  LIQUIDATION; DISSOLUTION; BANKRUPTCY.
               ------------------------------------

         Upon any  payment  by the  Company  or  distribution  of  assets of the
Company of any kind or character,  whether in cash,  property or securities,  to
creditors upon any dissolution or winding-up or liquidation or reorganization of
the Company,  whether  voluntary or involuntary  or in  bankruptcy,  insolvency,
receivership or other proceedings,  all amounts due upon all Senior Indebtedness
of the Company shall first be paid in full, or payment  thereof  provided for in
money in accordance with its terms, before any payment is made by the Company on
account of the  principal  of or interest on the  Debentures;  and upon any such
dissolution or winding-up or liquidation or  reorganization,  any payment by the
Company,  or  distribution  of assets of the  Company of any kind or  character,
whether in cash,  property  or  securities,  to which the Holders or the Trustee
would be entitled to receive from the Company, except for the provisions of this
Article  Eleven,  shall be paid by the  Company or by any  receiver,  trustee in

<PAGE>

bankruptcy,  liquidating  trustee,  agent or other Person making such payment or
distribution,  or by the  Holders  or by the  Trustee  under this  Indenture  if
received by them or it,  directly to the holders of Senior  Indebtedness  of the
Company  (pro rata to such  holders  on the basis of the  respective  amounts of
Senior Indebtedness held by such holders, as calculated by the Company) or their
representative  or  representatives,  or to the  trustee or  trustees  under any
indenture pursuant to which any instruments  evidencing such Senior Indebtedness
may have been issued,  as their respective  interests may appear,  to the extent
necessary to pay such Senior  Indebtedness  in full, in money or money's  worth,
after giving  effect to any  concurrent  payment or  distribution  to or for the
holders of such Senior Indebtedness,  before any payment or distribution is made
to the Holders or to the Trustee.

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

         For  purposes of this  Article  Eleven,  the words  "cash,  property or
securities"  shall not be deemed to  include  shares of stock of the  Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization  or readjustment,  the payment of which
is  subordinated  at least to the extent  provided in this  Article  Eleven with
respect to the  Debentures  to the  payment of all  Senior  Indebtedness  of the
Company,  as the case may be, that may at the time be outstanding  provided that
(i)  such  Senior  Indebtedness  is  assumed  by the  new  corporation,  if any,
resulting from any such  reorganization or readjustment,  and (ii) the rights of
the holders of such  Senior  Indebtedness  are not,  without the consent of such
holders,  altered by such  reorganization or readjustment.  The consolidation of

<PAGE>

the Company  with,  or the merger of the Company into,  another  corporation  or
other entity or the  liquidation  or  dissolution  of the Company  following the
conveyance or transfer of its property as an entirety,  or  substantially  as an
entirety,  to another  corporation or other entity upon the terms and conditions
provided  for in Article  Seven shall not be deemed a  dissolution,  winding-up,
liquidation  or  reorganization  for the  purposes of this  Section 1103 if such
other  corporation  or  other  entity  shall,  as a part of such  consolidation,
merger,  conveyance or transfer,  comply with the  conditions  stated in Article
Seven. Nothing in Section 1102 or in this Section 1103 shall apply to claims of,
or payments to, the Trustee under or pursuant to Section 507.

Section 1104.  SUBROGATION.
               -----------

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

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

         Upon any payment or distribution  of assets of the Company  referred to
in this Article Eleven,  the Trustee,  subject to the provisions of Section 503,
and the  Holders  shall be entitled to rely upon any order or decree made by any
court  of  competent   jurisdiction  in  which  any   dissolution,   winding-up,
liquidation or reorganization proceedings in respect of the Company are pending,
or a certificate of the receiver,  trustee in bankruptcy,  liquidation  trustee,
agent or other  Person  making such  payment or  distribution,  delivered to the
Trustee or to the Holders, for the purposes of ascertaining the Persons entitled
to  participate in such  distribution,  the holders of Senior  Indebtedness  and
other  indebtedness  of the Company,  as the case may be, the amount  thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article Eleven.

Section 1105.  TRUSTEE TO EFFECTUATE SUBORDINATION.
               -----------------------------------

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

Section 1106.  NOTICE BY THE COMPANY.
               ---------------------

         The Company shall give prompt written  notice to a Responsible  Officer
of the Trustee of any fact known to the Company  that would  prohibit the making
of any  payment of monies to or by the  Trustee  in  respect  of the  Debentures
pursuant  to  the  provisions  of  this  Article  Eleven.   Notwithstanding  the
provisions of this Article Eleven or any other provision of this Indenture,  the
Trustee  shall not be charged with  knowledge of the existence of any facts that
would  prohibit  the  making of any  payment  of monies to or by the  Trustee in
respect of the  Debentures  pursuant to the  provisions of this Article  Eleven,
unless and until a  Responsible  Officer  of the  Trustee  shall  have  received
written  notice  thereof  from the  Company  or a holder  or  holders  of Senior
Indebtedness  or from any trustee  therefor;  and before the receipt of any such
written notice, the Trustee,  subject to the provisions of Section 503, shall be
entitled in all respects to assume that no such facts exist; provided,  however,
<PAGE>
that, if a Responsible Officer of the Trustee shall not have received the notice
provided for in this  Section 1106 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 interest on
any Debenture), then, anything herein contained to the contrary notwithstanding,
the Trustee  shall have full power and  authority  to receive  such money and to
apply the same to the  purposes for which they were  received,  and shall not be
affected  by any notice to the  contrary  that may be  received by it within two
Business Days prior to such date.

         The  Trustee,  subject  to the  provisions  of  Section  503,  shall be
entitled to  conclusively  rely on the  delivery to it of a written  notice by a
Person  representing  himself  to be a  holder  of  Senior  Indebtedness  of the
Company, as the case may be (or a trustee on behalf of such holder) to establish
that such  notice has been given by a holder of such  Senior  Indebtedness  or a
trustee on behalf of any such holder or  holders.  In the event that the Trustee
determines  in good faith that further  evidence is required with respect to the
right of any Person as a holder of such Senior  Indebtedness  to  participate in
any payment or distribution  pursuant to this Article Eleven,  the Trustee shall
be  entitled  to require  such  Person to  furnish  evidence  to the  reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness held by
such Person,  the extent to which such Person is entitled to participate in such
payment or  distribution  and any other  facts  pertinent  to the rights of such
Person under this Article  Eleven,  and, if such evidence is not furnished,  the
Trustee may defer any payment to such Person pending  judicial  determination as
to the right of such Person to receive such payment.

Section 1107.  RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS.
               -----------------------------------------------------

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

         With respect to the holders of Senior Indebtedness of the Company,  the
Trustee  undertakes  to  perform or to observe  only such of its  covenants  and
obligations as are specifically set forth in this Article Eleven, and no implied
covenants or obligations with respect to the holders of such Senior Indebtedness
shall be read into this Indenture against the Trustee.  The Trustee shall not be
deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and,
subject to the provisions of Section 503, the Trustee shall not be liable to any
holder of such Senior  Indebtedness  if it shall pay over or deliver to Holders,
the  Company  or any other  Person  money or assets to which any  holder of such
Senior  Indebtedness  shall be  entitled  by  virtue of this  Article  Eleven or
otherwise.
<PAGE>

Section 1108.  SUBORDINATION MAY NOT BE IMPAIRED.
               ---------------------------------

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

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

                                 ARTICLE TWELVE

                                   DEFEASANCE

Section 1201.  DEFEASANCE AND DISCHARGE.
               ------------------------

         The  Company  shall  be  deemed  to  have  been   discharged  from  its
obligations with respect to the Outstanding  Debentures  appertaining thereto as
provided  in this  Section  on and  after the date the  conditions  set forth in
Section 1202 are satisfied (hereinafter called "Defeasance").  For this purpose,
such  Defeasance  means  that the  Company  shall  be  deemed  to have  paid and
discharged the entire indebtedness represented by the Outstanding Debentures and
to have  satisfied  all its  other  obligations  under the  Debentures  and this

<PAGE>

Indenture  insofar as the  Debentures  are  concerned  (and the Trustee,  at the
expense of the Company,  shall  execute  proper  instruments  acknowledging  the
same),  subject to the following which shall survive until otherwise  terminated
or  discharged  hereunder:  (1) the rights of Holders of  Debentures to receive,
solely from the trust fund described in Section 1202 and as more fully set forth
in such  Section,  payments in respect of the  principal of and interest on such
Debentures when payments are due, (2) the Company's  obligations with respect to
the  Debentures  under  Sections  212,  213,  214,  902 and 903, (3) the rights,
powers,  trusts,  duties and  immunities  of the Trustee  hereunder and (4) this
Article Twelve.

Section 1202.  CONDITIONS TO DEFEASANCE.
               ------------------------

         The following shall be the conditions to application of Section 1201 to
the Outstanding Debentures:

(1)      The Company shall  irrevocably have deposited or caused to be deposited
         with the Trustee (or another  trustee that  satisfies the  requirements
         contemplated by Section 509 and agrees to comply with the provisions of
         this Article  Twelve  applicable to it) as trust funds in trust for the
         purpose  of making  the  following  payments,  specifically  pledged as
         security  for, and  dedicated  solely to, the benefit of the Holders of
         Outstanding Debentures,  (a) money in an amount, or (b) U.S. Government
         Obligations  that  through  the  scheduled  payment  of  principal  and
         interest  in  respect  thereof  in  accordance  with  their  terms will
         provide,  not later than one day  before  the due date of any  payment,
         money  in an  amount,  or (c) a  combination  thereof,  in  each  case,
         sufficient,   in  the  opinion  of  a  nationally  recognized  firm  of
         independent  public  accountants  expressed in a written  certification
         thereof delivered to the Trustee, to pay and discharge, and which shall
         be applied by the Trustee (or any such other qualifying trustee) to pay
         and  discharge,  the principal of and interest on the Debentures on the
         Maturity thereof in accordance with the terms of this Indenture and the
         Debentures.  As used herein, "U.S. Government Obligation" means (x) any
         security  that is (i) a  direct  obligation  of the  United  States  of
         America  for the  payment  of which the full  faith  and  credit of the
         United  States of America is pledged or (ii) an  obligation of a Person
         controlled or supervised by and acting as an agency or  instrumentality

<PAGE>

         of the United States of America the payment of which is unconditionally
         guaranteed  as a full faith and credit  obligation by the United States
         of  America,  which,  in either  case (i) or (ii),  is not  callable or
         redeemable at the option of the issuer thereof,  and (y) any depositary
         receipt  issued  by a  bank  (as  defined  in  Section  3(a)(2)  of the
         Securities  Act,  as  amended) as  custodian  with  respect to any U.S.
         Government  Obligation  specified  in  clause  (x)  and  held  by  such
         custodian for the account of the holder of such depositary  receipt, or
         with respect to any specific payment of principal of or interest on any
         such U.S. Government  Obligation,  provided that (except as required by
         law) such  custodian is not  authorized to make any deduction  from the
         amount payable to the holder of such depositary receipt from any amount
         received by the custodian in respect of the U.S. Government  Obligation
         or the  specific  payment of  principal  or interest  evidenced by such
         depositary receipt.

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

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

(4)      No Event of  Default or event  that  (after  notice or lapse of time or
         both)  would  become an Event of  Default  shall have  occurred  and be
         continuing  at the time of such deposit or, with regard to any Event of
         Default or any such event specified in Sections 401(4), (5) and (6), at
         any time on or prior to the 90th day after the date of such deposit (it
         being  understood  that this  condition  shall not be deemed  satisfied
         until after such 90th day).

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

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

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

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

Section 1203.  DEPOSITED  MONEY AND U.S.  GOVERNMENT  OBLIGATIONS  TO BE HELD IN
               -----------------------------------------------------------------
               TRUST; OTHER MISCELLANEOUS PROVISIONS.
               -------------------------------------

         Subject to the  provisions  of the last  paragraph  of Section 903, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the  Trustee or other  qualifying  trustee  (solely  for  purposes  of this
Section  1203 and  Section  1204,  the  Trustee  and any such other  trustee are
referred to collectively  as the "Trustee")  pursuant to Section 1202 in respect
of the  Debentures  shall  be held in  trust  and  applied  by the  Trustee,  in
accordance  with the  provisions of the Debentures  and this  Indenture,  to the
payment, either directly or through any such Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders, of
all sums due and to become due thereon in respect of principal and interest, but
money so held in trust need not be  segregated  from other  funds  except to the
extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other  charge  imposed on or assessed  against the U.S.  Government  Obligations
deposited  pursuant to Section 1202 or the  principal  and interest  received in
respect  thereof other than any such tax, fee or other charge that by law is for
the account of the Holders of Outstanding Debentures.

         Anything in this Article  Twelve to the contrary  notwithstanding,  the
Trustee  shall  deliver  or pay to the  Company  from time to time upon  Company
Request  any money or U.S.  Government  Obligations  held by it as  provided  in
Section 1202 with  respect to  Debentures  that,  in the opinion of a nationally
recognized  firm  of  independent  public  accountants  expressed  in a  written
certification  thereof  delivered  to the  Trustee,  are in excess of the amount
thereof that would then be required to be deposited to effect a Defeasance  with
respect to the Debentures.
<PAGE>

Section 1204.  REINSTATEMENT.
               -------------

         If the  Trustee  or the  Paying  Agent is  unable to apply any money in
accordance  with this Article Twelve with respect to the Debentures by reason of
any  order  or  judgment  of any  court  or  governmental  authority  enjoining,
restraining  or  otherwise  prohibiting  such  application,  then the  Company's
obligations  under  this  Indenture  and the  Debentures  shall be  revived  and
reinstated  as though no deposit had occurred  pursuant to this  Article  Twelve
with  respect to  Debentures  until such time as the Trustee or Paying  Agent is
permitted to apply all money held in trust pursuant to Section 1203 with respect
to Debentures in accordance with this Article Twelve; provided, however, that if
the Company  makes any  payment of  principal  of or  interest on any  Debenture
following the reinstatement of its obligations,  the Company shall be subrogated
to the rights of the Holders of  Debentures  to receive  such  payment  from the
money so held in trust.

                                ARTICLE THIRTEEN

                        MEETINGS OF HOLDERS OF DEBENTURES

Section 1301.  PURPOSE FOR WHICH MEETINGS MAY BE CALLED.
               ----------------------------------------

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

Section 1302.  CALL, NOTICE AND PLACE OF MEETINGS.
               ----------------------------------

         (1) The  Trustee  may at any time call a  meeting  of  Holders  for any
purpose  specified in Section 1301, to be held at such time and at such place in
Des Moines,  Iowa,  as the Trustee shall  determine.  Notice of every meeting of
Holders,  setting  forth the time and the place of such  meeting  and in general
terms the action  proposed to be taken at such meeting,  shall be given,  in the
manner provided in Section 106, not less than 21 nor more than 180 days prior to
the date fixed for the  meeting.  The Trustee or the Company may fix, in advance
of the giving of such  notice,  a date as the record  date for  determining  the
Holders  entitled to notice or to vote at any such meeting not more than 15 days
prior to the date fixed for the giving of such notice.

         (2) In case at any time the  Company or the  Holders of at least 10% in
principal amount of the Outstanding  Debentures shall have requested the Trustee
to call a meeting of the Holders for any purpose  specified in Section  1301, by
written  request  setting forth in reasonable  detail the action  proposed to be

<PAGE>

taken at the meeting,  and the Trustee shall not have made the first publication
of the notice of such  meeting  within 21 days after  receipt of such request or
shall not thereafter proceed to cause the meeting to be held as provided herein,
then the Company or the Holders of Debentures in the amount above specified,  as
the   case   may   be,   may    determine    the   time   and   the   place   in
__________________________,  for such meeting and may call such meeting for such
purposes by giving notice thereof as provided in subsection (1) of this Section.

Section 1303.  PERSONS ENTITLED TO VOTE AT MEETINGS.
               ------------------------------------

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

Section 1304.  QUORUM; ACTION.
               --------------

         The  Persons  entitled to vote a majority  in  principal  amount of the
Outstanding  Debentures shall  constitute a quorum for a meeting of Holders.  In
the absence of a quorum within 30 minutes after the time  appointed for any such
meeting, the meeting shall, if convened at the request of Holders, be dissolved.
In any other case the meeting may be adjourned  for a period of not less than 10
days as determined by the chairman of the meeting  prior to the  adjournment  of
such meeting.  In the absence of a quorum at any such  adjourned  meeting,  such
adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the chairman of the meeting  prior to the  adjournment  of such
adjourned  meeting.  Notice of the reconvening of any adjourned meeting shall be
given as provided in Section 1302(1), except that such notice need be given only
once not less than five days prior the date on which the meeting is scheduled to
be reconvened.

         Except as  limited  by the  proviso  to  Section  802,  any  resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted only by the affirmative  vote of the Holders
of a majority  in  principal  amount of the  Outstanding  Debentures,  provided,
however,  that,  except as limited by the proviso to Section 802, any resolution
with respect to any request, demand, authorization,  direction, notice, consent,

<PAGE>

waiver or other  action  which this  Indenture  expressly  provides may be made,
given or taken by the  Holders of a specified  percentage,  which is less than a
majority in principal  amount of the Outstanding  Debentures may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is present
as aforesaid by the affirmative vote of the Holders of such specified percentage
in principal amount of the Outstanding Debentures.

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

Section 1305. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
              MEETINGS.
              -----------------------------------------------------------

         (1) Notwithstanding any other provisions of this Indenture, the Company
may make such reasonable regulations as it may deem advisable for any meeting of
Holders in regard to proof of the holding of Debentures  and of the  appointment
of proxies and in regard to the  appointment  and duties of inspectors of votes,
the submission and  examination of proxies,  certificates  and other evidence of
the right to vote, and such other matters concerning the conduct of the meetings
as it shall deem appropriate.  Except as otherwise  permitted or required by any
such  regulations,  the  holding  of  Debentures  shall be proved in the  manner
specified in Section 104. Such regulations may provide that written  instruments
appointing  proxies,  regular on their face,  may be presumed  valid and genuine
without the proof specified in Section 104 or other proof.

         (2) The Company shall, by an instrument in writing, appoint a temporary
chairman  of the  meeting,  unless the  meeting  shall  have been  called by the
Company or by Holders as provided in Section 1302(2),  in which case the Company
or the Holders  calling the  meeting,  as the case may be,  shall in like manner
appoint a temporary chairman.  A permanent chairman and a permanent secretary of
the meeting shall be elected by vote of the Persons  entitled to vote a majority
in principal amount of the Outstanding Debentures represented at the meeting.

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

         (4) Any  meeting of Holders  duly called  pursuant  to Section  1302 at
which a quorum is present may be adjourned from time to time by Persons entitled
to vote a majority in principal amount of the Outstanding Debentures represented
at the  meeting;  and the meeting may be held as so  adjourned  without  further
notice.

Section 1306.  COUNTING VOTES AND RECORDING ACTION OF MEETINGS.
              ------------------------------------------------

         The vote upon any resolution  submitted to any meeting of Holders shall
be by written ballots on which shall be subscribed the signatures of the Holders
or of their  representatives  by proxy  and the  principal  amounts  and  serial
numbers of the Outstanding Debentures held or represented by them. The permanent
chairman of the meeting  shall  appoint two  inspectors of votes who shall count
all votes cast at the meeting for or against any  resolution  and who shall make
and file with the secretary of the meeting  their  verified  written  reports in
triplicate of all votes cast at the meeting.  A record,  at least in triplicate,
of the proceedings of each meeting of Holders shall be prepared by the secretary
of the meeting and there shall be attached to said record the  original  reports
of the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more persons  having  knowledge of the facts  setting forth a copy of the
notice of the  meeting  and  showing  that said  notice was given as provided in
Section 1302 and, if  applicable,  Section  1304.  Each copy shall be signed and
verified by the  affidavits  of the  permanent  chairman  and  secretary  of the
meeting and one such copy shall be delivered to the Company,  and another to the
Trustee to be preserved by the Trustee,  the latter to have attached thereto the
ballots  voted at the  meeting.  Any  record so  signed  and  verified  shall be
conclusive evidence of the matters therein stated.

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

<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.

MIDAMERICAN ENERGY HOLDINGS COMPANY

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


THE BANK OF NEW YORK
as Trustee

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

<PAGE>


EXHIBIT A

                                FORM OF DEBENTURE

                           (FORM OF FACE OF DEBENTURE)

Series ________                                            Series Issue Date:

No.                                                        __________________
       -------
$
 -------------------                                       Original Aggregate
                                                           Principal Amount of
                                                           Series:

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

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

         MidAmerican   Energy  Holdings   Company,   an  Iowa  corporation  (the
"Company"),  which term includes any successor  corporation  under the Indenture
hereinafter  referred  to),  for  value  received,  hereby  promises  to  pay to
____________________,    or   registered   assigns,   the   principal   sum   of
__________________  Dollars  on  ______________,   ____,  subject  to  mandatory
redemption in ten equal semi-annual principal installments, commencing ________,
as more fully  described on the reverse  hereof,  together  with any accrued and
unpaid interest thereon, including any Deferred Interest, and to pay interest on
said  principal sum from  ____________,  ____, or from the most recent  Interest
Payment Date (as defined below) to which interest has been paid or duly provided
for,  semi-annually (subject to deferral as set forth herein) in arrears on June
15 and  December 15 of each year (each such date,  an "Interest  Payment  Date")
commencing  __________,  ____,  at the rate of 11% per annum until the principal
hereof  shall have  become due and  payable,  and on any overdue  principal  and
(without  duplication  and to the  extent  that  payment  of  such  interest  is
enforceable under applicable law) on any overdue  installment of interest at the
same rate per annum compounded semi-annually.  The amount of interest payable on
<PAGE>
any  Interest  Payment  Date shall be computed on the basis of a 360-day year of
twelve 30-day months. The amount of interest payable for any period shorter than
a full semi-annual period for which interest is computed will be computed on the
basis of the actual number of days elapsed per 30-day  month.  In the event that
any date on which  interest is payable on this  Debenture is not a Business Day,
then  payment  of  interest  payable  on such  date  will  be  made on the  next
succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay),  except that, if such Business Day is in the next
succeeding  calendar  year,  such  payment  shall  be  made  on the  immediately
preceding  Business  Day, in each case with the same force and effect as if made
on such date. The interest  installment so payable,  and punctually paid or duly
provided for, on any Interest  Payment Date will, as provided in the  Indenture,
be paid to the Person in whose name this  Debenture (or one or more  Predecessor
Debentures, as defined in said Indenture) is registered at the close of business
on the regular  record date for such  interest  installment,  which shall be the
close of business on the Business Day next preceding such Interest Payment Date.
[IF THE  PROPERTY  TRUSTEE IS NO LONGER THE  HOLDER OF THE  DEBENTURES  -- which
shall be the close of  business  on the ___  Business  Day next  preceding  such
Interest  Payment Date.] Any such interest  installment  not punctually  paid or
duly provided for shall forthwith cease to be payable to the registered  Holders
on such  regular  record  date and may be paid to the  Person in whose name this
Debenture (or one or more Predecessor  Debentures) is registered at the close of
business on a special  record date to be fixed by the Trustee for the payment of
such defaulted interest, notice whereof shall be given to the registered Holders
of the  Debentures  not less than 10 days prior to such special record date. The
principal  of and the  interest  on  this  Debenture  shall  be  payable  at the
Corporate Trust Office of the Trustee maintained for that purpose in any coin or
currency  of the United  States of America  that at the time of payment is legal
tender for payment of public and private debts; provided,  however, that payment
of  interest  may be made at the option of the  Company  by check  mailed to the
registered  Holder at such  address as shall appear in the  Debenture  Register.
Notwithstanding  the  foregoing,  so long as the Holder of this Debenture is the
Property Trustee, the payment of the principal of and interest on this Debenture
will be made at such  place  and to such  account  as may be  designated  by the
Property Trustee.

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

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

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

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

Dated:

MIDAMERICAN ENERGY HOLDINGS COMPANY

By

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

<PAGE>

                     (FORM OF CERTIFICATE OF AUTHENTICATION)

                          CERTIFICATE OF AUTHENTICATION

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




THE BANK OF NEW YORK
By:
----------------------------------------
Name:
Title:
<PAGE>

                         (FORM OF REVERSE OF DEBENTURE)

         This Debenture is one of the duly authorized  Debentures of the Company
(herein  sometimes  referred  to as the  "Debentures"),  all  issued  under  and
pursuant to an Indenture  dated as of March __,  2000,  (the  "Indenture")  duly
executed and delivered  between the Company and The Bank of New York, as Trustee
(the  "Trustee"),  to which  Indenture and all indentures  supplemental  thereto
reference is hereby made for a description of the rights, limitations of rights,
obligations,  duties and immunities  thereunder of the Trustee,  the Company and
the Holders of the  Debentures.  The  Debentures  are  issuable in series  (this
Debenture  being of the series  specified  on the front  hereof) in an aggregate
principal amount not exceeding  $800,000,000.  The Debentures of this series are
subject to mandatory redemption in ten semi-annual  principal  installments each
equal to 10% of the original  aggregate  principal  amount of Debentures of this
series,  with the first  installment  payable on the first interest payment date
which is at least five years and six months  following the Series Issue Date and
an  installment  payable on each  interest  payment date  thereafter  and on the
maturity date.

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

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

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

         The  Indenture  contains  provisions  permitting  the  Company  and the
Trustee,  with the  consent  of the  Holders  of not  less  than a  majority  in
aggregate  principal amount of the Debentures  affected at the time outstanding,
as defined in the Indenture,  to execute supplemental indentures for the purpose
of adding any provisions to or changing in any manner or eliminating  any of the
provisions of the Indenture or of any supplemental  indenture or of modifying in
any manner the rights of the Holders of the Debentures;  provided, however, that
no such  supplemental  indenture  shall (i)  extend  the fixed  maturity  of the
Debentures, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of  interest  thereon,  without the consent of the Holder of
each  Debenture  so  affected,  or  (ii)  reduce  the  aforesaid  percentage  of
Debentures,   the  Holders  of  which  are  required  to  consent  to  any  such
supplemental  indenture,  without the  consent of the Holders of each  Debenture
then outstanding and affected  thereby.  The Indenture also contains  provisions
permitting  the  Holders  of a majority  in  aggregate  principal  amount of the
Debentures at the time  outstanding  affected  thereby,  on behalf of all of the
Holders of the  Debentures,  to waive any past default in the performance of any
of the covenants  contained in the  Indenture,  or  established  pursuant to the
Indenture with respect to the Debentures, and its consequences, except a default
in the payment of the  principal  of or interest on any of the  Debentures.  Any
such  consent  or waiver by the  registered  Holder  of this  Debenture  (unless
revoked as provided in the Indenture)  shall be conclusive and binding upon such
Holder  and upon all future  Holders  and  owners of this  Debenture  and of any
Debenture issued in exchange herefor or in place hereof (whether by registration
of transfer or otherwise),  irrespective  of whether or not any notation of such
consent or waiver is made upon this Debenture.

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

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

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

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

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

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

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