Exhibit 4(c)




                            GENERAL ELECTRIC COMPANY


                                       AND


                              THE BANK OF NEW YORK,


                                   AS TRUSTEE


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


                           SUBORDINATED NOTE INDENTURE


                              Dated as of __ 1, 20


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




<PAGE>


                              CROSS-REFERENCE TABLE


    Section of
Trust Indenture Act                                                 Section of
of 1939, as amended                                                  Indenture
-------------------                                                  ---------

310(a).........................................................      7.09
310(b).........................................................      7.08
      .........................................................      7.10
310(c).........................................................     Inapplicable
311(a).........................................................      7.13
311(b).........................................................      7.13
311(c).........................................................     Inapplicable
312(a).........................................................      5.01
      .........................................................      5.02(a)
312(b).........................................................      5.02(c)
      .........................................................      5.02(d)
312(c).........................................................      5.02(e)
313(a).........................................................      5.04(a)
313(b).........................................................      5.04(a)
313(c).........................................................      5.04(a)
313(d).........................................................      5.04(b)
314(a).........................................................      5.03
314(b).........................................................     Inapplicable
314(c).........................................................     13.06(a)
314(d).........................................................     Inapplicable
314(e).........................................................     13.06(b)
314(f).........................................................     Inapplicable
315(a).........................................................      7.01(a)
      .........................................................      7.02
315(b).........................................................      6.07
315(c).........................................................      7.01(a)



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315(d).........................................................      7.01(b)
315(e).........................................................      6.08
316(a).........................................................      6.06
      .........................................................      8.04
316(b).........................................................      6.04
316(c).........................................................      8.01
317(a).........................................................      6.02
317(b).........................................................      4.03
318(a).........................................................     13.08




<PAGE>

                                TABLE OF CONTENTS

         This Table of Contents  does not  constitute  part of the Indenture and
         should not have any bearing upon the interpretation of any of its terms
         or provisions

                                    RECITALS:

         Purpose of Indenture..................................................1
         Compliance with legal requirements....................................1
         Purpose of and consideration for Indenture............................2

ARTICLE ONE - DEFINITIONS

         Section 1.01

                  Certain terms defined, other terms defined in the
                  Trust Indenture Act of 1939, as amended, or by
                  reference therein in the Securities Act of 1933, as
                  amended, to have the meanings assigned therein

                  Affiliate....................................................2
                  Authenticating Agent.........................................3
                  Authorized Officer...........................................3
                  Board of Directors...........................................3
                  Board Resolution.............................................3
                  Business Day.................................................3
                  Certificate..................................................3
                  Commission...................................................4
                  Company......................................................4
                  Company Order................................................4
                  Corporate Trust Office.......................................4
                  Debt.........................................................4
                  Default......................................................5
                  Depository...................................................5
                  Discount Security............................................5
                  Dollar.......................................................5
                  Eligible Obligations.........................................5
                  Event of Default.............................................6
                  Global Security..............................................6
                  Governmental Authority.......................................6
                  Governmental Obligations.....................................6
                  Guarantee....................................................7
                  Indenture....................................................7
                  Instructions.................................................7
                  Interest ....................................................7


                                       i

<PAGE>

                  Interest Payment Date........................................7
                  Lien.........................................................8
                  Officers' Certificate........................................8
                  Opinion of Counsel...........................................8
                  Outstanding..................................................8
                  Periodic Offering............................................9
                  Person.......................................................9
                  Place of Payment.............................................9
                  Predecessor Security.........................................9
                  Responsible Officer.........................................10
                  Security....................................................10
                  Securityholder..............................................10
                  Senior Debt.................................................10
                  Series......................................................11
                  Subsidiary..................................................11
                  Trade Payables..............................................11
                  Tranche.....................................................11
                  Trustee.....................................................11
                  Trust Indenture Act.........................................12
                  United States...............................................12

ARTICLE TWO - ISSUE, DESCRIPTION, TERMS, EXECUTION,
REGISTRATION AND EXCHANGE OF SECURITIES

         Section 2.01
                  Designation, terms, amount, authentication
                  and delivery of Securities..................................12

         Section 2.02
                  Form of Security and Trustee's certificate..................14

         Section 2.03
                  Date and denominations of Securities,
                  and provisions for payment of principal,
                  premium and interest........................................15

         Section 2.04
                  Execution of Securities.....................................17

         Section 2.05
                  Exchange of Securities......................................19
                  (a)      Registration and transfer
                           of Securities......................................19
                  (b)      Security Register; Securities to be accompanied
                           by proper instruments of transfer..................19
                  (c)      Charges upon exchange, transfer or
                           registration of Securities.........................20


                                       ii
<PAGE>

                  (d)      Restrictions on transfer or
                           exchange at time of redemption.....................20

         Section 2.06
                  Temporary Securities........................................20

         Section 2.07
                  Mutilated, destroyed, lost or
                  stolen Securities...........................................21

         Section 2.08
                  Cancellation of surrendered Securities......................22

         Section 2.09
                  Provisions of Indenture and Securities
                  for sole benefit of parties and
                  Securityholders.............................................22

         Section 2.10
                  Appointment of Authenticating Agent.........................22

         Section 2.11
                  Global Security.............................................23
                  (a)      Authentication and Delivery;
                           Legend.............................................23
                  (b)      Transfer of Global Security........................23
                  (c)      Issuance of Securities in
                           Definitive Form....................................24

         Section 2.12
                  Payment in Proper Currency..................................24

         Section 2.13
                  Identification of Securities................................25

ARTICLE THREE - REDEMPTION OF SECURITIES AND
SINKING FUND PROVISIONS

         Section 3.01
                  Redemption of Securities....................................25

         Section 3.02
                  (a)   Notice of redemption..................................25
                  (b) Selection of Securities in case
                           less than all Securities to be
                           redeemed...........................................26

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<PAGE>


         Section 3.03
                  (a)      When Securities called for
                           redemption become due and payable..................27
                  (b)      Receipt of new Security upon
                           partial payment....................................28

         Section 3.04
                  Sinking Fund for Securities.................................28

         Section 3.05
                  Satisfaction of Sinking Fund
                  Payments with Securities....................................28

         Section 3.06
                  Redemption of Securities for
                  Sinking Fund................................................28

ARTICLE FOUR - PARTICULAR COVENANTS OF THE COMPANY

         Section 4.01
                  Payment of principal (and premium
                  if any) and interest on Securities..........................29

         Section 4.02
                  Maintenance of office or agency for payment of Securities,
                  designation of office or agency for payment, registration,
                  transfer and exchange of
                  Securities..................................................29

         Section 4.03
                  (a)      Duties of paying agent.............................30
                  (b)      Company as paying agent............................30
                  (c)      Holding sums in trust..............................31

         Section 4.04
                  Appointment to fill vacancy in
                  office of Trustee...........................................31

         Section 4.05
                  Restriction on consolidation,
                  merger or sale..............................................31

         Section 4.06
                  Notice of Discount Security.................................31



                                       iv
<PAGE>


ARTICLE FIVE - SECURITYHOLDERS' LISTS AND REPORTS
BY THE COMPANY AND THE TRUSTEE

         Section 5.01
                  Company to furnish Trustee information
                  as to names and addresses of
                  Securityholders.............................................32

         Section 5.02
                  (a)      Trustee to preserve information
                           as to names and addresses of
                           Securityholders received by it
                           in capacity of paying agent........................32
                  (b)      Trustee may destroy list of
                           Securityholders on certain
                           conditions.........................................32
                  (c)      Trustee to make information as to
                           names and addresses of Securityholders
                           available to "applicants" to mail
                           communications to Securityholders in
                           certain circumstances..............................32
                  (d)      Procedure if Trustee elects not to
                           make information available to
                           applicants.........................................33
                  (e)      Company and Trustee not accountable
                           for disclosure of information......................33

         Section 5.03
                  (a)      Annual and other reports to be filed
                           by Company with Trustee............................34
                  (b)      Additional information and reports
                           to be filed with Trustee and
                           Securities and Exchange Commission.................34
                  (c)      Summaries of information and reports
                           to be transmitted by Company to
                           Securityholders....................................34
                  (d)      Annual Certificate to be furnished
                           to Trustee.........................................34
                  (e)      Effect of Delivery to Trustee......................35

         Section 5.04
                  (a)      Trustee to transmit annual report
                           to Securityholders.................................35
                  (b)      Trustee to transmit certain further
                           reports to Securityholders and copies of reports to
                           be filed with stock exchanges and Securities and
                           Exchange Commission................................35


                                       v

<PAGE>

ARTICLE SIX - REMEDIES OF THE TRUSTEE AND
SECURITYHOLDERS ON EVENT OF DEFAULT

         Section 6.01
                  (a)      Events of default defined..........................35
                  (b)      Acceleration of maturity
                           upon Event of Default..............................37
                  (c)      Waiver of default and rescission
                           of declaration of maturity.........................37
                  (d)      Restoration of former position
                           and rights upon curing default.....................38

         Section 6.02
                  (a)      Covenant of Company to pay to Trustee  whole amount
                           due on  Securities on default in payment of interest
                           or principal (and premium, if any).................38
                  (b)      Trustee may recover judgment for
                           whole amount due on Securities on
                           failure of Company to pay..........................38
                  (c)      Billing of proof of claim by Trustee
                           in bankruptcy, reorganization or
                           receivership proceeding............................39
                  (d)      Rights of action and of asserting
                           claims may be enforced by Trustee
                           without possession of Securities...................39

         Section 6.03
                  Application of monies collected by Trustee..................40

         Section 6.04
                  Limitation on suits by holders of Securities................40

         Section 6.05
                  (a)      Remedies Cumulative................................41
                  (b)      Delay or omission in exercise
                           of rights not waiver of default....................42

         Section 6.06
                  Rights of holders of majority in
                  principal amount of Securities to
                  direct trustee and to waive defaults........................42



                                       vi


<PAGE>

         Section 6.07
                  Trustees to give notice of defaults
                  known to it, but may withhold in
                  certain circumstances.......................................43

         Section 6.08
                  Requirements of an undertaking to pay
                  costs in certain suits under Indenture
                  or against Trustee..........................................43

ARTICLE SEVEN - CONCERNING THE TRUSTEE

         Section 7.01
                  (a)      Upon Event of Default occurring and
                           continuing, Trustee shall exercise powers
                           vested in it, and use same degree of
                           care and skill in their exercise, as
                           prudent individual will use........................44
                  (b)      Trustee not relieved from liability
                           for negligence or willful misconduct
                           except as provided in this section.................44
                           (1)      Prior to Event of Default and
                                    after the curing of all Events of
                                    Default which may have occurred
                                    (i)     Trustee not liable except for
                                            performance of duties specifically
                                            set forth
                                    (ii)    In absence of bad faith, Trustee
                                            may conclusively rely on
                                            certificates or opinions furnished
                                            it hereunder,subject to duty to
                                            examine the same if specifically
                                            required to be furnished to it

                           (2)      Trustee not liable for error of judgment
                                    made in good faith by Responsible Officer
                                    unless Trustee negligent

                           (3)      Trustee not liable for action or non-action
                                    in accordance with direction of holders
                                    of majority in principal amount of
                                    Securities

                           (4)      Trustee need not expend own funds without
                                    adequate indemnity

                  (c)      Every  provision relating to conduct of affecting
                           liability of or affording protection to Trustee
                           subject to Section 7.01............................45


                                       vii


<PAGE>

         Section 7.02
                  Subject to provisions of Section 7.01:
                  (a)      Trustee may rely on documents believed
                           genuine and properly signed or presented...........46
                  (b)      Sufficient evidence by certain
                           instruments provided for...........................46
                  (c)      Trustee may consult with counsel and act
                           on advice or Opinion of Counsel....................46
                  (d)      Trustee may require indemnity from
                           Securityholders....................................46
                  (e)      Trustee not liable for actions in good
                           faith believed to be authorized....................46
                  (f)      Trustee not bound to investigate facts or
                           matters stated in certificates, etc. unless
                           requested in writing by Securityholders............46
                  (g)      Trustee may perform duties directly or
                           through agents or attorneys........................47
                  (h)      Permissive rights of Trustee.......................47
                  (i)      Rights extended to Trustee in each of
                           its capacities.....................................47
                  (j)      Trustee may request certificate regarding
                           authorized officers................................47

         Section 7.03
                  (a)      Trustee not liable for recitals in
                           Indenture or in Securities.........................47
                  (b)      No representations by Trustee as to
                           validity or Indenture or of Securities.............48
                  (c)      Trustee not accountable for use of
                           Securities or proceeds.............................48

         Section 7.04
                  Trustee, paying agent or Security
                  Registrar may own Security..................................48

         Section 7.05
                  Monies received by Trustee to be held
                  in Trust without interest...................................48

         Section 7.06
                  (a)      Trustee entitled to compensation,
                           reimbursement and indemnity........................48
                  (b)      Obligations to Trustee to be
                           secured by lien prior to
                           Securities.........................................49


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<PAGE>

                  (c)      Nature of Expenses.................................49
                  (d)      Survival of Obligations............................49

         Section 7.07
                  Right of Trustee to rely on certificate
                  of officers of Company where no other
                  evidence specifically prescribed............................49

         Section 7.08
                  Trustee acquiring conflicting interest
                  to eliminate conflict or resign.............................49

         Section 7.09
                  Requirements for eligibility of
                  trustee.....................................................49

         Section 7.10
                  (a)      Resignation of Trustee and
                           appointment of successor...........................50
                  (b)      Removal of Trustee by Company or by court on
                           Securityholders'
                           application........................................50
                  (c)      Removal of Trustee by holders
                           of majority in principal amount
                           of Securities......................................51
                  (d)      Time when resignation or removal
                           of Trustee effective...............................51
                  (e)      One Trustee for each series........................52

         Section 7.11
                  (a)      Acceptance by successor Trustee....................52
                  (b)      Trustee with respect to less than all series.......52
                  (c)      Company to confirm Trustee's rights................53
                  (d)      Successor Trustee to be qualified..................53
                  (e)      Notice of succession...............................53

         Section 7.12
                  Successor to Trustee by merger, consolidation
                  of succession to business...................................53

         Section 7.13
                  Limitations on rights of Trustee as a
                  creditor to obtain payment of certain
                  claims......................................................54


                                       ix
<PAGE>


ARTICLE EIGHT - CONCERNING THE SECURITYHOLDERS

         Section 8.01
                  Evidence of action by Securityholders.......................54

         Section 8.02
                  Proof of execution of instruments and of
                  holding of Securities.......................................55

         Section 8.03
                  Who may be deemed owners of Securities......................55

         Section 8.04
                  Securities owned by Company or controlled
                  or controlling companies disregarded for
                  certain purposes............................................56

         Section 8.05
                  Instruments executed by Securityholders
                  bind future holders.........................................56

ARTICLE NINE - SUPPLEMENTAL INDENTURES

         Section 9.01
                  Purposes for which supplemental indenture
                  may be entered into without consent of
                  Securityholders.............................................57

         Section 9.02
                  Modification of Indenture with consent
                  of Securityholders..........................................60

         Section 9.03
                  Effect of supplemental indentures...........................61

         Section 9.04
                  Securities may bear notation of changes
                  by supplemental indentures..................................61

         Section 9.05
                  Opinion of Counsel..........................................62


                                       x
<PAGE>


ARTICLE TEN - CONSOLIDATION, MERGER AND SALE

         Section 10.01
                  Consolidations or mergers of Company
                  and sales or conveyances of property
                  of Company permitted........................................62

         Section 10.02
                  (a)      Rights and duties of successor company.............62
                  (b)      Appropriate changes may be made in
                           phraseology and form of Securities.................63
                  (c)      Company may consolidate or merge into
                           itself or acquire properties of other
                           corporations.......................................63

         Section 10.03
                  Opinion of Counsel..........................................63

ARTICLE ELEVEN - SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONIES

         Section 11.01
                  Defeasance and conditions to defeasance.....................64

         Section 11.02
                  Application by Trustee of funds deposited
                  for payment of Securities...................................65

         Section 11.03
                  Repayment of monies held by paying agent....................65

         Section 11.04
                  Repayment of monies held by Trustee.........................66

ARTICLE TWELVE - IMMUNITY OF INCORPORATORS, STOCKHOLDERS,OFFICERS AND DIRECTORS

         Section 12.01
                  Incorporators, Stockholders, officers and
                  directors of Company exempt from individual
                  liability...................................................66


                                       ix
<PAGE>


ARTICLE THIRTEEN - MISCELLANEOUS PROVISIONS

         Section 13.01
                  Successors and assigns of Company
                  bound by Indenture..........................................67

         Section 13.02
                  Acts of board, committee or officer
                  of successor company valid..................................67

         Section 13.03
                  Surrender of powers by Company..............................67

         Section 13.04
                  Required notices or demands may by
                  served by mail..............................................67

         Section 13.05
                  Indenture and Securities to be construed
                  in accordance with laws of the State
                  of New York.................................................67

         Section 13.06
                  (a)      Officers' Certificate and Opinion of
                           Counsel to be furnished upon applications
                           or demands by Company..............................68
                  (b)      Statements to be included in each
                           certificate or opinion with respect
                           to compliance with condition or covenant...........68

         Section 13.07
                  Payments due on non-Business Days...........................68

         Section 13.08
                  Provisions required by Trust Indenture
                  Act of 1939 to control......................................68

         Section 13.09
                  Indenture may be executed in counterparts...................69

         Section 13.10
                  Separability of Indenture provisions........................69

         Section 13.11
                  Assignment by Company to subsidiary.........................69


                                      xii
<PAGE>


         Section 13.12
                  Headings....................................................69

         Section 13.13
                  Securities in Foreign Currencies............................69

ARTICLE FOURTEEN - SUBORDINATION OF INDENTURES

         Section 14.01
                  Agreement to Subordinate....................................70

         Section 14.02
                  Default on Senior Debt......................................70

         Section 14.03
                  Liquidation; Dissolution; Bankruptcy........................71

         Section 14.04
                  Subrogation of Debentures...................................72

         Section 14.05
                  Authorization by Debentureholders...........................73

         Section 14.06
                  Notice to Trustee...........................................74

         Section 14.07
                  Trustee's Relation to Senior Debt...........................75

         Section 14.08
                  No Impairment to Subordination..............................75

         Section 14.09
                  Article Applicable to Paying Agents.........................76

         Section 14.10
                  Trust Moneys Not Subordinated...............................76


ACCEPTANCE OF TRUST BY TRUSTEE................................................76

TESTIMONIUM...................................................................77

SIGNATURES....................................................................77


                                      xiii

<PAGE>


         THIS  INDENTURE,  dated as of the 1st day of __, 2001,  between GENERAL
ELECTRIC  COMPANY,  a corporation  duly organized and existing under the laws of
the State of New York (hereinafter sometimes referred to as the "Company"),  and
THE BANK OF NEW YORK, a New York banking  corporation,  as trustee  (hereinafter
sometimes referred to as the "Trustee"):

         WHEREAS,  for its  lawful  corporate  purposes,  the  Company  has duly
authorized  the  execution  and  delivery of this  Indenture  to provide for the
issuance  of  unsecured  promissory  notes or other  evidences  of  indebtedness
(hereinafter  referred  to  as  the  "Securities"),  in an  unlimited  aggregate
principal amount to be issued from time to time in one or more series as in this
Indenture  provided,  as registered  Securities without coupons,  to be manually
authenticated by the certificate of the Trustee,  and which will rank pari passu
with all other unsecured and unsubordinated debt of the Company;

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

         WHEREAS,  the Securities and the  certificate of  authentication  to be
borne  by  the  Securities  (the  "Certificate  of  Authentication")  are  to be
substantially  in such forms as may be approved  by a Company  Order (as defined
below), or set forth in this Indenture or in any indenture  supplemental to this
Indenture;

         AND  WHEREAS,  all acts and  things  necessary  to make the  Securities
issued  pursuant  hereto,  when  executed by the Company and  authenticated  and
delivered by the Trustee as in this Indenture provided,  the valid,  binding and
legal  obligations  of the Company,  and to  constitute  these  presents a valid
indenture and agreement  according to its terms, have been done and performed or
will be done and  performed  prior to the issuance of such  Securities,  and the
execution  of  this  Indenture  has  been  and  the  issuance  hereunder  of the
Securities  has  been  or  will  be  prior  to  issuance  in all  respects  duly
authorized,  and the Company, in the exercise of the legal right and power in it
vested, executes this Indenture and proposes to make, execute, issue and deliver
the Securities;


<PAGE>


         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         That  in order to  declare  the terms  and  conditions  upon  which the
Securities  are  and  are to be  authenticated,  issued  and  delivered,  and in
consideration of the premises,  of the purchase and acceptance of the Securities
by the holders  thereof and of the sum of one dollar  ($1.00) to it duly paid by
the Trustee at the execution of these  presents,  the receipt  whereof is hereby
acknowledged,  the Company covenants and agrees with the Trustee,  for the equal
and  proportionate  benefit (subject to the provisions of this Indenture) of the
respective   holders  from  time  to  time  of  the   Securities,   without  any
discrimination,  preference  or priority of any one  Security  over any other by
reason  of  priority  in the time of  issue,  sale or  negotiation  thereof,  or
otherwise, except as provided herein, as follows:


                                   ARTICLE ONE
                                   DEFINITIONS

         SECTION  1.01      The terms defined in this Section (except as in this
Indenture otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture, any Company Order, any Board Resolution, and
any indenture  supplemental  hereto shall have the respective meanings specified
in this Section. All other terms used in this Indenture which are defined in the
Trust  Indenture Act of 1939, as amended,  or which are by reference in such Act
defined in the  Securities Act of 1933, as amended  (except as herein  otherwise
expressly  provided or unless the context  otherwise  requires),  shall have the
meanings  assigned  to  such  terms  in  said  Trust  Indenture  Act and in said
Securities Act as in force at the date of the execution of this instrument.

Affiliate:

The term  "Affiliate"  of the Company shall mean any company at least a majority
of whose outstanding voting stock shall at the time be owned by the Company,  or
by one or more direct or indirect  subsidiaries  of or by the Company and one or
more direct or indirect  subsidiaries  of the Company.  For the purposes only of
this definition of the term "Affiliate",  the term "voting stock", as applied to
the  stock of any  company,  shall  mean  stock of any class or  classes  having
ordinary  voting power for the  election of a majority of the  directors of such
company,  other than stock having such power only by reason of the occurrence of
a contingency.




                                       2
<PAGE>

Authenticating Agent:

The term "Authenticating  Agent" shall mean an authenticating agent with respect
to all or any of the series of  Securities,  as the case may be,  appointed with
respect  to all or any  series  of the  Securities,  as the case may be,  by the
Trustee pursuant to Section 2.10.

Authorized Officer:

The  term  "Authorized  Officer"  shall  mean the  Chairman  of the  Board,  the
President,  any Vice President,  the Treasurer,  any Assistant  Treasurer or any
other officer or agent of the Company duly  authorized by the Board of Directors
to act in respect of matters relating to this Indenture.

Board of Directors or Board:

The term "Board of  Directors"  or "Board"  shall mean the Board of Directors of
the Company, or any duly authorized committee of such Board.

Board Resolution:

The term "Board  Resolution" shall mean a copy of a resolution  certified by the
Secretary or an  Associate  or  Attesting  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.

Business Day:

The term "Business Day",  with respect to any Security,  shall mean any day that
(a) in the Place of Payment  (or in any of the Places of  Payment,  if more than
one) in which  amounts are payable as specified in the form of such Security and
(b) in the city in which the Trustee  administers  its corporate trust business,
is not a day on which banking  institutions are authorized or required by law or
regulation to close.

Certificate:

The term "Certificate" shall mean a certificate signed by an Authorized Officer.
The Certificate need not comply with the provisions of Section 13.06.



                                       3
<PAGE>


Commission:

The term "Commission" shall mean the Securities and Exchange Commission, as from
time to time constituted,  created under the Securities Exchange Act of 1934, as
amended  (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, if any,  performing
such duties on such date.

Company:

The term  "Company"  shall mean General  Electric  Company,  a corporation  duly
organized  and  existing  under  the  laws  of New  York,  and,  subject  to the
provisions of Article Ten, shall also include its successors and assigns.

Company Order:

The term  "Company  Order" shall mean a written  order signed in the name of the
Company by an Authorized  Officer and the Secretary or an Associate or Attesting
Secretary of the Company,  pursuant to a Board Resolution  establishing a series
of Securities.

Corporate Trust Office:

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

Debt:

The term "Debt" means,  with respect to any Person at any date of  determination
(without  duplication),  (i) all indebtedness of such Person for borrowed money,
(ii) all  obligations of such Person  evidenced by bonds,  debentures,  notes or
other similar instruments, including obligations incurred in connection with the
acquisition  of property,  assets or businesses,  (iii) all  obligations of such
Person in respect of letters of credit or bankers'  acceptances or other similar
instruments (or reimbursement obligations thereto) issued on the account of such
person,  (iv) all obligations of such person to pay the deferred  purchase price
of property or services,  except Trade  Payables,  (v) all  obligations  of such
Person as lessee under capitalized  leases, (vi) all Debt of others secured by a
Lien on any asset of such  Person,  whether  or not such Debt is assumed by such
Person; PROVIDED that, for purposes of determining the amount of any Debt




                                       4
<PAGE>

of the type described in this clause (vi), if recourse with respect to such Debt
is limited to such asset, the amount of such Debt shall be limited to the lesser
of the fair  market  value of such asset or the  amount of such Debt,  (vii) all
Debt and  dividends of others  Guaranteed by such Person to the extent such Debt
and  dividends  are  Guaranteed  by such  Person,  and  (viii) to the extent not
otherwise included in this definition, all obligations of such Person for claims
in respect of derivative  products,  including  interest rate,  foreign exchange
rate and  commodity  prices,  forward  contracts,  options,  swaps,  collars and
similar arrangements.

Default:

The term "Default"  shall mean any event,  act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.

Depository:

The term "Depository"  shall mean, with respect to Securities of any series, for
which the  Company  shall  determine  that such  Securities  will be issued as a
Global  Security,  The  Depository  Trust Company,  New York, New York,  another
clearing  agency,  or any successor  registered  as a clearing  agency under the
Exchange Act or other  applicable  statute or regulation,  which,  in each case,
shall be designated by the Company pursuant to either Section 2.01 or 2.11.

Discount Security:

The term  "Discount  Security"  means any Security  which provides for an amount
less than the principal  amount thereof to be due and payable upon a declaration
of acceleration of the maturity thereof pursuant to Section 6.01(b).

Dollar:

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

Eligible Obligations:

The term "Eligible Obligations" means (a) with respect to Securities denominated
in  Dollars,  Governmental  Obligations;  or  (b)  with  respect  to  Securities
denominated  in a currency other than Dollars or in a composite  currency,  such
other  obligations  or



                                       5
<PAGE>

instruments  as  shall  be  specified  with  respect  to  such  Securities,   as
contemplated by Section 2.01.

Event of Default:

The term "Event of Default" with respect to  Securities  of a particular  series
shall mean any event  specified  in Section  6.01,  continued  for the period of
time, if any, therein designated.

Global Security:

The term "Global Security" shall mean, with respect to any series of Securities,
a Security  executed by the  Company  and  authenticated  and  delivered  by the
Trustee to the Depository or pursuant to the  Depository's  instruction,  all in
accordance  with the  Indenture,  which shall be  registered  in the name of the
Depository or its nominee.

Governmental Authority:

The term  "Governmental  Authority" means the government of the United States or
of any State or  Territory  thereof or of the  District  of  Columbia  or of any
county,  municipality or other political subdivision of any of the foregoing, or
any  department,  agency,  authority  or  other  instrumentality  of  any of the
foregoing.

Governmental Obligations:

The term  "Governmental  Obligations"  shall mean securities that are (i) direct
obligations  of the United  States of America  for the payment of which its full
faith and  credit is  pledged  or (ii)  obligations  of a person  controlled  or
supervised by and acting as an agency or  instrumentality  of the United States,
the payment of which is  unconditionally  guaranteed  as a full faith and credit
obligation  by the United  States,  which,  in either case,  are not callable or
redeemable  at the  option  of the  issuer  thereof,  and shall  also  include a
depository  receipt  issued by a bank (as  defined  in  Section  3(a)(2)  of the
Securities  Act of 1933,  as  amended)  as  custodian  with  respect to any such
Governmental Obligation or a specific payment of principal of or interest on any
such  Governmental  Obligation  held by such  custodian  for the  account of the
holder of such  depository  receipt;  provided  that (except as required by law)
such  custodian is not  authorized to make any deduction from the amount payable
to the  holder of such  depository  receipt  from any  amount  received  by such
custodian in respect of the  Governmental  Obligation or the specific payment of


                                       6
<PAGE>

principal  of or  interest  on the  Governmental  Obligation  evidenced  by such
depository receipt.

Guarantee:

The term  "Guarantee"  means any  obligation,  contingent or  otherwise,  of any
Person directly or indirectly  guaranteeing  any Debt or other obligation of any
other  Person  and,  without  limiting  the  generality  of the  foregoing,  any
obligation,  direct or indirect,  contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt or other  obligation  of such other  Person  (whether  arising by virtue of
partnership  arrangements,  or by  agreement to keep well,  to purchase  assets,
goods,  securities  or  services,  to  take-or-pay,  or  to  maintain  financial
statement conditions or otherwise) or (ii) entered into for purposes of assuring
in any other manner the obligee of such Debt of other  obligation of the payment
thereof or to protect such obligee  against loss in respect thereof (in whole or
in part);  PROVIDED that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business.  The term  "Guarantee"
used as a verb has a corresponding meaning.

Indenture:

The term "Indenture" shall mean this instrument as originally  executed,  or, if
amended or supplemented as herein provided,  as so amended or supplemented,  and
shall  include the terms of a particular  series of  Securities  established  as
contemplated by Section 2.01.

Instructions:

The term "Instructions" shall mean instructions acceptable to the Trustee issued
pursuant to a Company Order in connection with a Periodic Offering and signed by
an  Authorized  Officer.  Instructions  need not comply with the  provisions  of
Section 13.06.

Interest:

The term "interest" when used with respect to  non-interest  bearing  Securities
shall mean interest  payable after maturity  (whether at stated  maturity,  upon
acceleration or redemption or otherwise) or after the date, if any, on which the
Company  becomes  obligated  to  acquire a  Security,  whether  by  purchase  or
otherwise.

Interest Payment Date:

The term  "Interest  Payment Date" when used with respect to any



                                       7
<PAGE>

installment of interest on a Security of a particular series shall mean the date
specified  in  such  Security  or in a Board  Resolution,  Company  Order  or an
indenture  supplemental  hereto with respect to such series as the fixed date on
which an  installment  of interest  with respect to Securities of that series is
due and payable.

Lien:

The term "Lien" means, with respect to any property, any mortgage, lien, pledge,
charge,  security  interest  or  encumbrance  of any  kind  in  respect  of such
property.  For purposes of this  Indenture,  the Company  shall be deemed to own
subject to a Lien any  property  which it has  acquired or holds  subject to the
interest of a vendor or lessor under any  conditional  sale  agreement,  capital
lease or other title retention agreement relating to such property.

Officers' Certificate:

The  term  "Officers'  Certificate"  shall  mean  a  certificate  signed  by  an
Authorized  Officer and by the Secretary or Assistant or Attesting  Secretary of
the Company.  Each such certificate shall include the statements provided for in
Section 13.06, if and to the extent required by the provisions thereof.

Opinion of Counsel:

The term "Opinion of Counsel"  shall mean an opinion in writing  signed by legal
counsel, who may be an employee of or counsel for the Company. Each such opinion
shall include the statements provided for in Section 13.06, if and to the extent
required by the provisions thereof.

Outstanding:

The term  "outstanding",  when used with  reference to Securities of any series,
shall,  subject to the  provisions of Section 8.04,  mean, as of any  particular
time, all Securities of that series  theretofore  authenticated and delivered by
the Trustee under this Indenture,  except (a) Securities theretofore canceled by
the Trustee or any paying agent, or delivered to the Trustee or any paying agent
for  cancellation  or which have  previously  been  canceled;  (b) Securities or
portions  thereof  for the  payment or  redemption  of which  monies or Eligible
Obligations in the necessary  amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside and  segregated  in trust by the Company (if the Company  shall act as its
own paying agent);  provided,  however,



                                       8
<PAGE>

that if such  Securities or portions of such Securities are to be redeemed prior
to the maturity  thereof,  notice of such redemption shall have been given as in
Article Three provided, or provision satisfactory to the Trustee shall have been
made for giving such notice; and (c) Securities paid pursuant to Section 2.07 or
in lieu of or in  substitution  for  which  other  Securities  shall  have  been
authenticated and delivered pursuant to the terms of Section 2.07. The principal
amount  of a  Discount  Security  that  shall be deemed  to be  Outstanding  for
purposes of this  Indenture  shall be the amount of the  principal  thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof.

Periodic Offering:

The term  "Periodic  Offering"  means an offering of Securities of a series from
time to time,  during which any or all of the specific terms of the  Securities,
including without limitation the rate or rates of interest, if any, thereon, the
maturity or  maturities  thereof and the  redemption  provisions,  if any,  with
respect  thereto,  are to be  determined  by the  Company or its agents upon the
issuance of such Securities.

Person:

The term  "person"  means  any  individual,  corporation,  partnership,  limited
liability company,  joint venture,  trust or unincorporated  organization or any
Governmental Authority.

Place of Payment:

The term "Place of Payment"  shall mean the place or places where the  principal
of and  interest,  if any,  on the  Securities  of any  series  are  payable  as
specified in accordance with Section 2.01.

Predecessor Security:

The term  "Predecessor  Security" of any  particular  Security  shall mean every
previous Security evidencing all or a portion of the same debt as that evidenced
by such  particular  Security;  and,  for the purposes of this  definition,  any
Security  authenticated  and  delivered  under  Section  2.07 in lieu of a lost,
destroyed  or stolen  Security  shall be deemed to evidence the same debt as the
lost, destroyed or stolen Security.



                                       9
<PAGE>

Responsible Officer:

The term "Responsible  Officer" when used with respect to the Trustee shall mean
any vice  president,  any  corporate  trust  officer  or any  other  officer  or
assistant  officer of the Trustee  customarily  performing  functions similar to
those  performed  by the  persons  who at  the  time  shall  be  such  officers,
respectively,  or to whom any corporate trust matter is referred  because of his
or her knowledge of and familiarity with the particular subject.

Security or Securities:

The term  "Security" or "Securities"  shall mean any Security or Securities,  as
the case may be, authenticated and delivered under this Indenture.

Securityholder:

The term  "Securityholder",  "holder of Securities" or "registered holder" shall
mean the person or persons in whose name or names a particular Security shall be
registered on the books of the Company kept for that purpose in accordance  with
the terms of this Indenture.

Senior Debt:

The term "Senior Debt" means the principal of (and premium, if any) and interest
on all Debt of the Company whether  created,  incurred or assumed before,  on or
after the date of this  Indenture;  PROVIDED  that such  Senior  Debt  shall not
include (i) Debt of the Company that,  when incurred and without  respect to any
election under Section 1111(b) of Title 11, U.S. Code, was without recourse, and
(ii) any other Debt of the Company which by the terms of the instrument creating
or evidencing the same is  specifically  designated as being  subordinated to or
PARI PASSU with the Securities.



                                       10
<PAGE>


Series:

The term  "series"  means a series of  Securities  established  pursuant to this
Indenture and includes, if the context so requires, each Tranche thereof.

Subsidiary:

The  term  "Subsidiary"  means  any  corporation  at least a  majority  of whose
outstanding voting stock shall at the time be owned, directly or indirectly,  by
the  Company or by one or more  Subsidiaries  or by the  Company and one or more
Subsidiaries. For the purposes only of this definition of the term "Subsidiary",
the term "voting stock",  as applied to the stock of any corporation  shall mean
stock of any class or classes having ordinary voting power for the election of a
majority of the  directors  of such  corporation,  other than stock  having such
power only by reason of the occurrence of a contingency.

Trade Payables:

The term  "Trade  Payables"  means,  with  respect to any Person,  any  accounts
payable or any other  indebtedness  or monetary  obligation  to trade  creditors
created, assumed or Guaranteed by such Person or any of its Subsidiaries arising
in the ordinary  course of business in connection  with the acquisition of goods
or services.

Tranche:

The term  "Tranche"  means  Securities  which (a) are of the same series and (b)
have identical terms except as to principal amount and/or date of issuance.

Trustee:

The term  "Trustee"  shall  mean  The  Bank of New  York,  and,  subject  to the
provisions of Article Seven, shall also include its successors and assigns, and,
if at any time there is more than one person acting in such capacity  hereunder,
"Trustee"  shall mean each such person.  The term "Trustee" as used with respect
to a particular  series of the Securities shall mean the trustee with respect to
that series.



                                       11
<PAGE>


Trust Indenture Act:

The term "Trust  Indenture  Act",  subject to the  provisions of Sections  9.01,
9.02, and 10.01,  shall mean the Trust  Indenture Act of 1939, as amended and in
effect at the date of execution of this Indenture.

United States:

The term "United  States" means the United States of America,  its  Territories,
its possessions and other areas subject to its political jurisdiction.


                                   ARTICLE TWO
                      ISSUE, DESCRIPTION, TERMS, EXECUTION,
                     REGISTRATION AND EXCHANGE OF SECURITIES

         SECTION  2.01      The  aggregate  principal amount of Securities which
may be authenticated and delivered under this Indenture is unlimited.

         The  Securities  may be issued  from time to time in one or more series
and in one or more  Tranches  thereof.  Each  series  shall be  authorized  by a
Company Order or Orders or one or more  indentures  supplemental  hereto,  which
shall  specify  whether  the  Securities  of such  series  shall be subject to a
Periodic Offering. The Company Order or Orders or supplemental indenture and, in
the case of a Periodic Offering,  Instructions or other procedures acceptable to
the Trustee specified in such Company Order or Orders, shall establish the terms
of the series,  which may  include the  following:  (i) any  limitations  on the
aggregate  principal amount of the Securities to be authenticated  and delivered
under this Indenture as part of such series (except for Securities authenticated
and delivered  upon  registration  of transfer of, in exchange for or in lieu of
other Securities of that series); (ii) the stated maturity or maturities of such
series and any right to extend such date or dates;  (iii) the date or dates from
which interest shall accrue,  the Interest  Payment Dates on which such interest
will be payable or the manner of  determination  of such Interest  Payment Dates
and the record date for the determination of holders to whom interest is payable
on any such Interest Payment Date; (iv) the interest rate or rates (which may be
fixed or variable),  or method of  calculation  of such rate or rates,  for such
series; (v) the terms, if any,  regarding the redemption,  purchase or repayment
of such  series  (whether  at the  option  of the  Company  or a  holder  of the
Securities  of such series and whether



                                       12
<PAGE>

pursuant to a sinking fund or analogous  provisions,  including payments made in
cash in anticipation of future sinking fund obligations),  including redemption,
purchase or  repayment  date or dates of such  series,  if any, and the price or
prices and other terms and conditions applicable to such redemption, purchase or
repayment  (including  any premium);  (vi) whether or not the Securities of such
series shall be issued in whole or in part in the form of a Global Security and,
if so, the Depositary for such Global  Security and the related  procedures with
respect to transfer and exchange of such Global Security;  (vii) the designation
of such  series;  (viii) the form of the  Securities  of such  series;  (ix) the
maximum  annual  interest  rate,  if any, of the  Securities  permitted for such
series;  (x) whether the  Securities of such series shall be subject to Periodic
Offering;  (xi) the currency or currencies,  including composite currencies,  in
which  payment of the  principal  of (and  premium,  if any) and interest on the
Securities of such series shall be payable, if other than Dollars and the manner
of determining  the Dollar  equivalent  for purposes of  determining  Securities
outstanding; (xii) any other information necessary to complete the Securities of
such  series;  (xiii)  the  establishment  of any office or agency  pursuant  to
Section  4.02 hereof and any other place or places  which the  principal  of and
interest, if any, on Securities of that series shall be payable;  (xiv) if other
than denominations of $1,000 or any integral multiple thereof, the denominations
in which the Securities of the series shall be issuable; (xv) the obligations or
instruments,  if any,  which shall be considered to be Eligible  Obligations  in
respect of the  Securities of such series  denominated  in a currency other than
Dollars or in a composite currency;  (xvi) whether or not the Securities of such
series shall be issued as Discount  Securities and the terms thereof,  including
the  portion  of the  principal  amount  thereof  which  shall be  payable  upon
declaration of acceleration of the maturity thereof pursuant to Section 6.01(b);
(xvii)  if the  principal,  premium,  if  any,  or  interest,  if  any,  on such
Securities  are to be  payable,  at the  election  of the  Company or the holder
thereof, in coin or currency, including composite currencies, other than that in
which the  Securities  are stated to be  payable,  the period or periods  within
which,  and the terms and  conditions  upon which,  such election shall be made;
(xviii) if the  amount of  payment  of  principal  of and  premium,  if any,  or
interest,  if any, on such  Securities  may be determined  with  reference to an
index,  formula or other method,  or based on a coin or currency other than that
in which the  Securities  are  stated to be  payable,  the  manner in which such
amount shall be  determined;  (xix) the date or dates,  if any,  after which the
Securities  may be converted or  exchanged  into or for shares of the  Company's
common stock or another company's



                                       13
<PAGE>

securities  or  properties  or cash and the  terms  for any such  conversion  or
exchange;  (xx) whether the Securities  will be subject to Article 11; (xxi) any
special  provisions for the payment of additional  amounts;  (xxii) any right to
defer  payments of  interest by  extending  an interest  payment  period and the
duration  of such  extension;  and  (xxiii)  any other  terms of such series not
inconsistent with this Indenture.

         All  Securities  of any one  series  shall be  substantially  identical
except as to denomination and except as may otherwise be provided in or pursuant
to any such Company Order or in any indentures supplemental hereto.

         If any of the terms of the  series  are  established  by  action  taken
pursuant to a Company Order,  a copy of an appropriate  record of the applicable
Board  Resolution  shall  be  certified  by the  Secretary  or an  Assistant  or
Attesting  Secretary of the Company and  delivered to the Trustee at or prior to
the delivery of the Company Order setting forth the terms of that series.

         SECTION  2.02      The  Securities of any series shall be substantially
of the tenor and purport (i) as set forth in one or more indentures supplemental
hereto or as provided in a Company Order, or (ii) with respect to any Tranche of
Securities of a series subject to Periodic Offering,  to the extent permitted by
any of the documents  referred to in clause (i) above,  in  Instructions,  or by
other  procedures  acceptable to the Trustee  specified in such Company Order or
Orders, in each case with such appropriate insertions, omissions,  substitutions
and other  variations  as are required or permitted by this  Indenture,  and may
have such letters,  numbers or other marks of  identification or designation and
such legends or endorsements  printed,  lithographed or engraved  thereon as the
Company may deem appropriate and as are not inconsistent  with the provisions of
this Indenture, or as may be required to comply with any law or with any rule or
regulation  made  pursuant  thereto or with any rule or  regulation of any stock
exchange on which  Securities of that series may be listed or of the Depository,
or to conform to usage.

         The Trustee's  Certificate of Authentication  shall be in substantially
the following form:

         "This is one of the  Securities of the series  designated in accordance
         with, and referred to in, the within-mentioned Indenture.



                                       14
<PAGE>

         Dated:

         THE BANK OF NEW YORK, as Trustee

         By:___________________________
            Authorized Signatory"


         SECTION  2.03      The  Securities  shall  be  issuable  as  registered
Securities and in the  denominations of $1,000 or any integral multiple thereof,
subject to Sections  2.01(xi) and (xiv).  The Securities of a particular  series
shall bear interest payable on the dates and at the rate or rates specified with
respect to that series. Except as otherwise specified as contemplated by Section
2.01, the principal of and the interest on the Securities of any series, as well
as any premium thereon in case of redemption thereof prior to maturity, shall be
payable in Dollars at the office or agency of the  Company  maintained  for that
purpose. Each Security shall be dated the date of its authentication.

         The  interest  installment  on any  Security  which is payable,  and is
punctually  paid  or  duly  provided  for,  on any  Interest  Payment  Date  for
Securities  of that  series  shall  be paid to the  person  in whose  name  said
Security (or one or more  Predecessor  Securities) is registered at the close of
business on the regular record date for such interest  installment,  except that
interest  payable on redemption or maturity shall be payable as set forth in the
Company Order or indenture  supplemental  hereto  establishing the terms of such
series of Securities.  Except as otherwise  specified as contemplated by Section
2.01,  interest on Securities will be computed on the basis of a 360-day year of
twelve 30-day months.

         Any interest on any Security  which is payable,  but is not  punctually
paid or duly  provided for, on any Interest  Payment Date for  Securities of the
same series (herein called  "Defaulted  Interest")  shall  forthwith cease to be
payable to the registered  holder on the relevant  regular record date by virtue
of having been such holder;  and such  Defaulted  Interest  shall be paid by the
Company, at its election, as provided in clause (1) or clause (2) below:

                  (1) The Company may make payment of any Defaulted  Interest on
         Securities  to the  persons in whose  names such  Securities  (or their
         respective  Predecessor  Securities)  are  registered  at the  close of
         business on a special  record  date for the  payment of such  Defaulted
         Interest,  which shall be

                                       15
<PAGE>

         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
         such  Security  and the date of the proposed  payment,  and at the same
         time the  Company  shall  deposit  with the  Trustee an amount of money
         equal to the  aggregate  amount  proposed to be paid in respect of such
         Defaulted  Interest  or shall  make  arrangements  satisfactory  to the
         Trustee for such  deposit  prior to the date of the  proposed  payment,
         such money when  deposited  to be held in trust for the  benefit of the
         persons entitled to such Defaulted Interest as in this clause provided.
         Thereupon the Trustee  shall fix a special  record date for the payment
         of such  Defaulted  Interest  which  shall not be more than 15 nor less
         than 10 days  prior to the date of the  proposed  payment  and not less
         than 10 days  after the  receipt  by the  Trustee  of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         special record date and, in the name and at the expense of the Company,
         shall cause notice of the proposed  payment of such Defaulted  Interest
         and the special record date therefor to be mailed,  first class postage
         prepaid,  to each Securityholder at his or her address as it appears in
         the Security Register (as hereinafter  defined),  not less than 10 days
         prior to such special  record date.  Notice of the proposed  payment of
         such  Defaulted  Interest and the special  record date therefor  having
         been mailed as aforesaid,  such Defaulted Interest shall be paid to the
         persons in whose names such Securities (or their respective Predecessor
         Securities)  are registered on such special record date and shall be no
         longer payable pursuant to the following clause (2).

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

         Unless otherwise set forth in a Company Order or one or more indentures
supplemental  hereto establishing the terms of any series of Securities pursuant
to Section 2.01 hereof,  the term "regular  record date" as used in this Section
with respect to a series of Securities with respect to any Interest Payment Date
for such series  shall mean either the  fifteenth  day of the month  immediately
preceding  the month in which an  Interest  Payment  Date  established  for such
series  pursuant to Section 2.01 hereof shall occur,  if such  Interest  Payment
Date is the  first  day of a month,  or the last  day of the  month  immediately
preceding  the month in which an  Interest  Payment  Date



                                       16
<PAGE>

established for such series pursuant to Section 2.01 hereof shall occur, if such
Interest  Payment Date is the first day of a month, or the last day of the month
immediately  preceding the month in which an Interest  Payment Date  established
for such series  pursuant to Section 2.01 hereof shall occur,  if such  Interest
Payment  Date is the  fifteenth  day of a month,  whether  or not such date is a
Business Day.

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

         SECTION  2.04      The  Securities shall,  subject to the provisions of
Section  2.06,  be  printed  on steel  engraved  borders  or fully or  partially
engraved,  or legibly typed, as the proper officer of the Company may determine,
and  shall be signed on behalf of the  Company  by an  Authorized  Officer.  The
signature of such Authorized Officer upon the Securities may be in the form of a
facsimile  signature  of a present or any future  Authorized  Officer and may be
imprinted or otherwise  reproduced  on the  Securities  and for that purpose the
Company  may use the  facsimile  signature  of any person who shall have been an
Authorized  Officer,  notwithstanding  the fact that at the time the  Securities
shall be  authenticated  and  delivered  or disposed  of such person  shall have
ceased to be an Authorized Officer.

         Only  such   Securities  as  shall  bear  thereon  a   Certificate   of
Authentication  substantially  in the  form  established  for  such  Securities,
executed  manually  by an  authorized  signatory  of  the  Trustee,  or  by  any
Authenticating  Agent with respect to such Securities,  shall be entitled to the
benefits of this  Indenture  or be valid or  obligatory  for any  purpose.  Such
certificate executed by the Trustee, or by any Authenticating Agent appointed by
the Trustee with respect to such Securities,  upon any Security  executed by the
Company shall be conclusive evidence that the Security so authenticated has been
duly  authenticated  and  delivered  hereunder  and that the  registered  holder
thereof is entitled to the benefits of this Indenture.

         At any time and from time to time after the  execution  and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication  and delivery of such  Securities and the Trustee,  in accordance
with such  Company  Order,  shall  authenticate  and  deliver  such  Securities;
provided,  however,  that  in the  case  of  Securities  offered  in a  Periodic
Offering,  the Trustee shall  authenticate and deliver



                                       17
<PAGE>

such Securities;  provided, however, that in the case of Securities offered in a
Periodic  Offering,  the Trustee shall  authenticate and deliver such Securities
from time to time in  accordance  with  Instructions  or such  other  procedures
acceptable  to the Trustee as may be specified by or pursuant to a  supplemental
indenture or Company  Order  delivered  to the Trustee  prior to the time of the
first authentication of Securities of such series.

         In   authenticating   such  Securities  and  accepting  the  additional
responsibilities  under this  Indenture  in  relation  to such  Securities,  the
Trustee shall receive and (subject to Section 7.01) shall be fully  protected in
relying upon, (i) an Opinion of Counsel and (ii) an Officers' Certificate,  each
stating that the form and terms thereof have been established in conformity with
the  provisions of this  Indenture;  provided,  however,  that,  with respect to
Securities  of a series  subject to a Periodic  Offering,  the Trustee  shall be
entitled to receive such Opinion of Counsel and Officers'  Certificate only once
at or prior to the time of the first authentication of Securities of such series
and that, in such opinion or certificate,  the opinion or certificate  described
above may state that when the terms of such Securities, or each Tranche thereof,
shall have been established pursuant to a Company Order or Orders or pursuant to
such  procedures  acceptable  to the  Trustee,  as may be specified by a Company
Order,  such terms will have been  established in conformity with the provisions
of this Indenture.  Each Opinion of Counsel and Officers'  Certificate delivered
pursuant to this Section 2.04 shall include all statements prescribed in Section
13.06(b).  Such  Opinion of Counsel  shall also be to the effect  that when such
Securities have been executed by the Company and authenticated by the Trustee in
accordance  with the provisions of this Indenture and delivered to and duly paid
for  by  the  purchasers  thereof,  they  will  be  valid  and  legally  binding
obligations of the Company,  enforceable in accordance with their terms (subject
to customary exceptions) and will be entitled to the benefits of this Indenture.

         With respect to Securities of a series subject to a Periodic  Offering,
the Trustee may conclusively rely, as to the authorization by the Company of any
of such  Securities,  the forms and terms  thereof and the  legality,  validity,
binding effect and enforceability  thereof,  upon the Company Order,  Opinion of
Counsel,  Officers'  Certificate and other documents  delivered pursuant to this
Section at or prior to the time of the first  authentication  of  Securities  of
such series unless and until such Company Order,  Opinion of Counsel,  Officers'
Certificate  or other  documents  have been  superseded  or revoked or expire by
their terms.



                                       18
<PAGE>

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

         SECTION  2.05      (a)      Securities  of any series may be  exchanged
upon presentation  thereof at the office or agency of the Company designated for
such purpose,  for other Securities of such series of authorized  denominations,
and for a like aggregate  principal amount,  upon payment of a sum sufficient to
cover any tax or other governmental charge in relation thereto,  all as provided
in this Section.  In respect of any Securities so surrendered for exchange,  the
Company shall execute,  the Trustee shall authenticate and such office or agency
shall deliver in exchange therefor the Security or Securities of the same series
which the  Securityholder  making the  exchange  shall be  entitled  to receive,
bearing numbers not contemporaneously outstanding.

         (b) The  Company  shall  keep,  or cause to be kept,  at its  office or
agency  designated  for such purpose in the Borough of  Manhattan,  the City and
State of New York, or such other  location  designated by the Company a register
or registers (herein referred to as the "Security  Register") in which,  subject
to such reasonable  regulations as it may prescribe,  the Company shall register
the Securities  and the transfers of Securities as in this Article  provided and
which at all reasonable  times shall be open for inspection by the Trustee.  The
registrar for the purpose of  registering  Securities and transfer of Securities
as herein  provided  shall be appointed as  authorized by Board  Resolution,  an
indenture supplement hereto or Company Order (the "Security Registrar").

         Upon  surrender for transfer of any Security at the office or agency of
the Company  designated  for such purpose in the Borough of Manhattan,  the City
and State of New  York,  or other  location  as  aforesaid,  the  Company  shall
execute,  the Trustee shall authenticate and such office or agency shall deliver
in the name of the transferee or transferees a new Security or Securities of the
same series as the Security presented for a like aggregate principal amount.

         All Securities presented or surrendered for exchange or registration of
transfer,  as provided in this Section,  shall be accompanied (if so required by
the Company or the Security Registrar) by a written instrument or instruments of
transfer, in



                                       19
<PAGE>

form satisfactory to the Company or the Security Registrar, duly executed by the
registered holder or by his duly authorized attorney in writing.

         (c) Except as  provided  in the first  paragraph  of Section  2.07,  no
service  charge  shall be made for any exchange or  registration  of transfer of
Securities,  or issue of new  Securities  in case of partial  redemption  of any
series, but the Company may require payment of a sum sufficient to cover any tax
or other governmental charge in relation thereto,  other than exchanges pursuant
to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer.

         (d) The Company  shall  neither be required  (i) to issue,  exchange or
register the transfer of any Securities during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of  redemption  of
less than all the  outstanding  Securities  of the same series and ending at the
close of business on the day of such mailing,  nor (ii) to register the transfer
of or  exchange  any  Securities  of any series or portions  thereof  called for
redemption or as to which the holder thereof has exercised its right, if any, to
require the Company to repurchase such Security in whole or in part, except that
portion of such Security not required to be repurchased.  The provisions of this
Section 2.05 are, with respect to any Global  Security,  subject to Section 2.11
hereof.

         SECTION  2.06      Pending  the preparation of definitive Securities of
any series,  the Company may execute,  and the Trustee  shall  authenticate  and
deliver,  temporary  Securities  (printed,  lithographed  or typewritten) of any
authorized  denomination,  and  substantially  in the  form  of  the  definitive
Securities in lieu of which they are issued, but with such omissions, insertions
and variations as may be  appropriate  for temporary  Securities,  all as may be
determined  by the  Company.  Every  temporary  Security of any series  shall be
executed  by the  Company  and be  authenticated  by the  Trustee  upon the same
conditions and in substantially  the same manner,  and with like effect,  as the
definitive  Securities of such series in accordance  with Section 2.04.  Without
unnecessary  delay  the  Company  will  execute  and  will  furnish   definitive
Securities of such series and thereupon any or all temporary  Securities of such
series may be surrendered in exchange  therefor  (without  charge to the holders
thereof), at the office or agency of the Company designated for the purpose, and
the  Trustee  shall  authenticate  and such  office or agency  shall  deliver in
exchange for such temporary  Securities an equal aggregate  principal  amount of
definitive  Securities of such series, unless the Company advises the Trustee



                                       20
<PAGE>

to the effect that  definitive  Securities  need not be executed  and  furnished
until  further  notice  from the  Company.  Until so  exchanged,  the  temporary
Securities  of such series  shall be entitled  to the same  benefits  under this
Indenture as definitive  Securities of such series  authenticated  and delivered
hereunder.

         SECTION  2.07      In  case any temporary or definitive  Security shall
become  mutilated or be destroyed,  lost or stolen,  the Company (subject to the
next  succeeding  sentence)  shall  execute,  and upon its  request  the Trustee
(subject as aforesaid)  shall  authenticate  and deliver,  a new Security of the
same series bearing a number not contemporaneously  outstanding, in exchange and
substitution for the mutilated  Security,  or in lieu of and in substitution for
the Security so  destroyed,  lost or stolen.  In every case the  applicant for a
substituted  Security  shall  furnish to the  Company  and to the  Trustee  such
security or indemnity as may be required by them to save each of them  harmless,
and,  in every case of  destruction,  loss or theft,  the  applicant  shall also
furnish to the Company and to the Trustee evidence to their  satisfaction of the
destruction,  loss or theft of the  applicant's  Security  and of the  ownership
thereof.  The Trustee may authenticate any such substituted Security and deliver
the same  upon the  written  request  or  authorization  of any  officer  of the
Company. Upon the issuance of any substituted Security,  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.  In case any Security
which has matured or is about to mature shall become  mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute  Security,  pay
or authorize the payment of the same (without  surrender  thereof  except in the
case of a mutilated Security) if the applicant for such payment shall furnish to
the Company and to the Trustee such security or indemnity as they may require to
save them harmless, and, in case of destruction,  loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft of
such Security and of the ownership thereof.

         Every  Security  issued  pursuant to the  provisions of this Section in
substitution  for any Security  which is  mutilated,  destroyed,  lost or stolen
shall constitute an additional contractual obligation of the Company, whether or
not the  mutilated,  destroyed,  lost or stolen  Security  shall be found at any
time, or be enforceable by anyone,  and shall be entitled to all the benefits of
this Indenture equally and proportionately  with any and all other Securities of
the same series duly issued



                                       21
<PAGE>

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

         SECTION  2.08      All   Securities  surrendered  for  the  purpose  of
payment, redemption, exchange or registration of transfer, or for credit against
a sinking fund,  shall,  if surrendered  to the Company or any paying agent,  be
delivered to the Trustee for  cancellation,  or, if  surrendered to the Trustee,
shall be  canceled  by it,  and no  Securities  shall be issued in lieu  thereof
except as  expressly  required or  permitted  by any of the  provisions  of this
Indenture.  On request of the Company,  the Trustee shall deliver to the Company
canceled  Securities  held by the  Trustee.  In the absence of such  request the
Trustee may dispose of  canceled  Securities  in  accordance  with its  standard
procedures.  If the  Company  shall  otherwise  acquire  any of the  Securities,
however,  such acquisition  shall not operate as a redemption or satisfaction of
the  indebtedness  represented by such Securities  unless and until the same are
delivered to the Trustee for cancellation.

         SECTION  2.09      Nothing  in  this  Indenture  or in the  Securities,
express or implied,  shall give or be construed  to give to any person,  firm or
corporation,  other than the parties  hereto and the holders of the  Securities,
any legal or  equitable  right,  remedy  or claim  under or in  respect  of this
Indenture, or under any covenant,  condition or provision herein contained;  all
such  covenants,  conditions  and  provisions  being for the sole benefit of the
parties hereto and of the holders of the Securities.

         SECTION 2.10      So long as any of the Securities of any series remain
outstanding there may be an  Authenticating  Agent for any or all such series of
Securities   which  the  Trustee   shall  have  the  right  to   appoint.   Said
Authenticating  Agent  shall be  authorized  to act on behalf of the  Trustee to
authenticate Securities of such series issued upon exchange, transfer or partial
redemption  thereof,  and Securities so  authenticated  shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee  hereunder.  All references in this Indenture to
the  authentication  of  Securities  by the  Trustee  shall be deemed to include
authentication   by  an   Authenticating   Agent  for  such  series  except  for
authentication  upon original issuance or pursuant to Section



                                       22
<PAGE>

2.07 hereof.  Each  Authenticating  Agent shall be acceptable to the Company and
shall be a  corporation  which  has a  combined  capital  and  surplus,  as most
recently  reported  or  determined  by it,  sufficient  under  the  laws  of any
jurisdiction  under which it is  organized  or in which it is doing  business to
conduct a trust business,  and which is otherwise  authorized under such laws to
conduct such business and is subject to supervision or examination by Federal or
State  authorities.  If at any time any  Authenticating  Agent shall cease to be
eligible in accordance with these provisions it shall resign immediately.

         Any  Authenticating  Agent may at any time  resign  by  giving  written
notice of resignation to the Trustee and to the Company.  The Trustee may at any
time (and  upon  request  by the  Company  shall)  terminate  the  agency of any
Authenticating   Agent  by  giving   written   notice  of  termination  to  such
Authenticating  Agent  and to the  Company.  Upon  resignation,  termination  or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating  Agent pursuant hereto. The Company agrees
to pay to each  Authenticating  Agent from time to time reasonable  compensation
for its services under this Section.

         SECTION  2.11      (a)      If  the Company shall establish pursuant to
Section 2.01 that the  Securities  of a particular  series are to be issued as a
Global  Security,  then the Company  shall  execute and the  Trustee  shall,  in
accordance with Section 2.04,  authenticate and deliver, a Global Security which
(i)  shall  represent,  and  shall  be  denominated  in an  amount  equal to the
aggregate principal amount of, all of the Outstanding Securities of such series,
(ii) shall be  registered in the name of the  Depository  or its nominee,  (iii)
shall be  authenticated  and  delivered  by the  Trustee  to the  Depository  or
pursuant  to  the  Depository's   instruction  and  (iv)  shall  bear  a  legend
substantially to the following effect:  "Except as otherwise provided in Section
2.11 of the  Indenture,  this Security may be  transferred,  in whole but not in
part, only to another nominee of the Depository or to a successor  Depository or
to a nominee of such successor Depository."

         (b) Notwithstanding the provisions of Section 2.05, the Global Security
of a  series  may be  transferred,  in whole  but not in part and in the  manner
provided in Section 2.05,  only to another  nominee of the  Depository  for such
series, or to a successor Depository for such series selected or approved by the




                                       23
<PAGE>

Company or to a nominee of such successor Depository.

         (c) If at any time the Depository  for a series of Securities  notifies
the Company that it is unwilling  or unable to continue as  Depository  for such
series  or if at any time the  Depository  for such  series  shall no  longer be
registered  or in good  standing  under the  Exchange  Act, or other  applicable
statute  or  regulation  and a  successor  Depository  for  such  series  is not
appointed by the Company  within 90 days after the Company  receives such notice
or becomes aware of such condition,  as the case may be, this Section 2.11 shall
no longer be  applicable  to the  Securities of such series and the Company will
execute,  and subject to Section 2.05, the Trustee will authenticate and deliver
Securities  of such series in definitive  registered  form without  coupons,  in
authorized  denominations,  and in an  aggregate  principal  amount equal to the
principal  amount of the Global  Security of such  series in  exchange  for such
Global  Security.  In addition,  the Company may at any time  determine that the
Securities of any series shall no longer be represented by a Global Security and
that the provisions of this Section 2.11 shall no longer apply to the Securities
of such series.  In such event the Company will execute,  and subject to Section
2.05,  the Trustee,  upon receipt of an Officers'  Certificate  evidencing  such
determination by the Company,  will authenticate and deliver  Securities of such
series  in   definitive   registered   form  without   coupons,   in  authorized
denominations,  and in an  aggregate  principal  amount  equal to the  principal
amount of the  Global  Security  of such  series  in  exchange  for such  Global
Security.  Upon the  exchange  of the Global  Security  for such  Securities  in
definitive  registered form without coupons,  in authorized  denominations,  the
Global Security shall be canceled by the Trustee.  Such Securities in definitive
registered  form issued in  exchange  for the Global  Security  pursuant to this
Section  2.11(c)  shall  be  registered  in such  names  and in such  authorized
denominations  as the Depository,  pursuant to  instructions  from its direct or
indirect participants or otherwise,  shall instruct the Security Registrar.  The
Trustee shall  deliver such  Securities  to the  Depository  for delivery to the
persons in whose names such Securities are so registered.

         SECTION   2.12      In  the  case  of  the  Securities  of  any  series
denominated in any currency  other than Dollars or in a composite  currency (the
"Required  Currency"),  except  as  otherwise  specified  with  respect  to such
Securities as  contemplated  by Section 2.01,  the  obligation of the Company to
make any payment of the principal  thereof,  or the premium or interest thereon,
shall not be discharged  or satisfied by any tender by the Company,  or recovery
by the Trustee, in any currency other than the Required Currency,




                                       24
<PAGE>

except to the extent that such tender or  recovery  shall  result in the Trustee
timely holding the full amount of the Required Currency then due and payable. If
any such tender or recovery is in a currency  other than the Required  Currency,
the Trustee may take such actions as it considers  appropriate  to exchange such
currency for the Required  Currency.  The costs and risks of any such  exchange,
including, without limitation, the risks of delay and exchange rate fluctuation,
shall be borne by the  Company,  the Company  shall  remain fully liable for any
shortfall or  delinquency  in the full amount of Required  Currency then due and
payable,  and in no circumstances shall the Trustee be liable therefor except in
the case of its negligence or willful misconduct.

         SECTION  2.13      The  Company in issuing  Securities  may use "CUSIP"
numbers  (if then  generally  in use) and,  if so used,  the  Trustee  shall use
"CUSIP"  numbers  in  notices  of  redemption  as a  convenience  to  holders of
Securities;  provided that any such notice may state that no  representation  is
made as to the  correctness  of such numbers either as printed on the Securities
or contained in any notice of redemption and that reliance may be placed only on
the  other  identification  numbers  printed  on the  Securities,  and any  such
redemption  shall not be affected by any defect in or omission of such  numbers.
The  Company  shall  promptly  notify  the  Trustee  of any  change in the CUSIP
numbers.


                                  ARTICLE THREE
              REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

         SECTION  3.01      The  Company may redeem the Securities of any series
issued  hereunder  on and  after  the  dates  and in  accordance  with the terms
established for such series pursuant to Section 2.01 hereof.

         SECTION 3.02      (a)      In case the Company shall desire to exercise
such right to redeem all or, as the case may be, a portion of the  Securities of
any series in accordance  with the right reserved so to do, it shall give notice
of such redemption to holders of the Securities of such series to be redeemed by
mailing,  first class postage prepaid, a notice of such redemption not less than
30 days and not more than 60 days before the date fixed for  redemption  of that
series to such  holders at their last  addresses  as they shall  appear upon the
Security  Register.  Any notice  which is mailed in the manner  herein  provided
shall be  conclusively  presumed  to have been duly  given,  whether  or not the
registered  holder receives the notice.  In any case,  failure duly to give such
notice to the holder of any Security of any series




                                       25
<PAGE>

designated  for  redemption  in whole or in part,  or any defect in the  notice,
shall not affect the validity of the proceedings for the redemption of any other
Securities of such series or any other series.  In the case of any redemption of
Securities  prior to the  expiration of any  restriction  on such  redemption or
subject to  compliance  with  certain  conditions  provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers' Certificate evidencing compliance with any such restriction or
condition.

         Unless  otherwise so provided as to a particular  series of Securities,
if at the time of mailing of any notice of redemption the Company shall not have
deposited  with the paying agent an amount in cash  sufficient  to redeem all of
the Securities  called for redemption,  including  accrued  interest to the date
fixed for redemption,  such notice shall state that it is subject to the receipt
of  redemption  moneys  by the  paying  agent on or  before  the date  fixed for
redemption  (unless such redemption is mandatory) and such notice shall be of no
effect unless such moneys are so received on or before such date.

         Each such notice of  redemption  shall  identify the  Securities  to be
redeemed  (including  CUSIP  numbers,  if  any),  specify  the  date  fixed  for
redemption and the redemption price at which Securities of that series are to be
redeemed,  and  shall  state  that  payment  of the  redemption  price  of  such
Securities  to be redeemed  will be made at the office or agency of the Company,
upon presentation and surrender of such Securities, that interest accrued to the
date fixed for  redemption  will be paid as specified in said notice,  that from
and after said date interest will cease to accrue and that the redemption is for
a sinking fund, if such is the case. If less than all the Securities of a series
are to be redeemed, the notice to the holders of Securities of that series to be
redeemed in whole or in part shall  specify the  particular  Securities to be so
redeemed.  In case any Security is to be redeemed in part only, the notice which
relates to such Security shall state the portion of the principal amount thereof
to be  redeemed,  and shall state that on and after the  redemption  date,  upon
surrender  of such  Security,  a new  Security or  Securities  of such series in
principal amount equal to the unredeemed portion thereof will be issued.

         (b) The  Company  shall give the  Trustee  at least 45 days'  notice in
advance of the date fixed for  redemption  (unless the Trustee  shall agree to a
shorter  period) and, in the case of redemption of less than all the  Securities
of a series, as to the aggregate principal amount of Securities of the series to
be




                                       26
<PAGE>

redeemed, and thereupon the Trustee shall select, by lot or in such other manner
as it shall deem  appropriate  and fair in its  discretion and which may provide
for the  selection  of a portion or  portions  (equal to $1,000 or any  integral
multiple  thereof,  subject to  Sections  2.01(xi)  and (xiv)) of the  principal
amount of such  Securities  of a  denomination  larger than  $1,000  (subject as
aforesaid),  the Securities to be redeemed and shall thereafter  promptly notify
the Company in writing of the numbers of the Securities to be redeemed, in whole
or in part.

         The  Company  may, if and  whenever  it shall so elect,  by delivery of
instructions signed on its behalf by an Authorized Officer, instruct the Trustee
or any paying  agent to call all or any part of the  Securities  of a particular
series for  redemption  and to give notice of redemption in the manner set forth
in this Section, such notice to be in the name of the Company or its own name as
the Trustee or such paying agent may deem advisable. In any case in which notice
of  redemption  is to be given by the  Trustee  or any such  paying  agent,  the
Company shall deliver or cause to be delivered to, or permit to remain with, the
Trustee  or such  paying  agent,  as the case may be,  such  Security  Register,
transfer  books or other  records,  or suitable  copies or  extracts  therefrom,
sufficient to enable the Trustee or such paying agent to give any notice by mail
that may be required under the provisions of this Section.

         SECTION  3.03      (a)      If the giving of notice of redemption shall
have been completed as above provided,  the Securities or portions of Securities
of the series to be  redeemed  specified  in such  notice  shall  become due and
payable  on the date and at the place  stated in such  notice at the  applicable
redemption  price,  together with,  subject to the Company Order or supplemental
indenture hereto  establishing the terms of such series of Securities,  interest
accrued to the date fixed for  redemption  and  interest on such  Securities  or
portions  of  Securities  shall  cease to accrue on and after the date fixed for
redemption,  unless the Company shall default in the payment of such  redemption
price and accrued interest with respect to any such Security or portion thereof.
On presentation  and surrender of such Securities on or after the date fixed for
redemption  at the place of payment  specified  in the notice,  said  Securities
shall be paid and redeemed at the applicable  redemption  price for such series,
together with,  subject to the Company Order or  supplemental  indenture  hereto
establishing the terms of such series of Securities, interest accrued thereon to
the date fixed for redemption.



                                       27
<PAGE>

         (b) Upon  presentation  of any  Security of such series  which is to be
redeemed  in  part  only,  the  Company  shall  execute  and the  Trustee  shall
authenticate  and the office or agency  where the  Security is  presented  shall
deliver to the holder thereof,  at the expense of the Company, a new Security or
Securities of the same series,  of authorized  denominations in principal amount
equal to the unredeemed portion of the Security so presented.

         SECTION 3.04      The provisions of this Section 3.04 and Sections 3.05
and  3.06  shall  be  applicable  to any  sinking  fund  for the  retirement  of
Securities of a series, except as otherwise specified as contemplated by Section
2.01 for Securities of such series.

         The minimum  amount of any sinking  fund  payment  provided  for by the
terms of Securities of any series is herein referred to as a "mandatory  sinking
fund payment",  and any payment in excess of such minimum amount provided for by
the terms of  Securities  of any series is herein  referred  to as an  "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash  amount of any sinking  fund  payment  may be subject to  reduction  as
provided in Section  3.05.  Each sinking  fund  payment  shall be applied to the
redemption  of  Securities  of such  series  as  provided  for by the  terms  of
Securities of such series.

         SECTION 3.05      The Company (i) may deliver Outstanding Securities of
a series (other than any previously called for redemption) and (ii) may apply as
a credit  Securities of a series which have been redeemed either at the election
of the  Company  pursuant  to the  terms  of  such  Securities  or  through  the
application of permitted optional sinking fund payments pursuant to the terms of
such  Securities,  in  each  case  in  satisfaction  of all or any  part  of any
mandatory  sinking fund  payment;  provided that such  Securities  have not been
previously so credited.  Such Securities shall be received and credited for such
purpose by the Trustee at the redemption  price specified in such Securities for
redemption  through  operation of the  mandatory  sinking fund and the amount of
such mandatory sinking fund payment shall be reduced accordingly.

         SECTION  3.06      Not  less than 45 days  prior to each  sinking  fund
payment  date for any series of  Securities,  the  Company  will  deliver to the
Trustee an  Officers'  Certificate  specifying  the  amount of the next  ensuing
sinking fund payment for that series  pursuant to the terms of that series,  the
portion  thereof,  if any,  which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 3.05 and the basis for such credit



                                       28
<PAGE>

and will, together with such Officers'  Certificate,  deliver to the Trustee any
Securities  to be so  delivered.  Not less than 30 days before each such sinking
fund payment date the Trustee  shall select the  Securities  to be redeemed upon
such sinking fund payment date in the manner specified in Section 3.02 and cause
notice of the  redemption  thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 3.02, except that the notice of
redemption  shall  also  state  that the  Securities  of such  series  are being
redeemed by operation  of the sinking  fund and the sinking  fund payment  date.
Such notice having been duly given,  the redemption of such Securities  shall be
made upon the terms and in the manner stated in Section 3.03.

                                  ARTICLE FOUR
                       PARTICULAR COVENANTS OF THE COMPANY

         The Company  covenants and agrees for each series of the  Securities as
follows:

         SECTION  4.01      The Company will duly and punctually pay or cause to
be paid the principal of (and premium, if any) and interest on the Securities of
that  series  at the  time and  place  and in the  manner  provided  herein  and
established with respect to such Securities.

         SECTION  4.02      So  long  as any  series  of the  Securities  remain
outstanding,  the Company agrees to maintain an office or agency with respect to
each such series, which shall be in the Borough of Manhattan, the City and State
of New York or at such other  location  or  locations  as may be  designated  as
provided  in this  Section  4.02,  where (i)  Securities  of that  series may be
presented  for  payment,  (ii)  Securities  of that series may be  presented  as
hereinabove  authorized  for  registration  of transfer and exchange,  and (iii)
notices and demands to or upon the Company in respect of the  Securities of that
series and this Indenture may be given or served,  such  designation to continue
with respect to such office or agency until the Company shall, by written notice
signed by an  Authorized  Officer and delivered to the Trustee,  designate  some
other  office or agency  for such  purposes  or any of them.  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, 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,  notices and demands.  The Trustee will  initially  act as paying
agent for the Securities.


                                       29
<PAGE>

         The Company may also from time to time, by written  notice signed by an
Authorized  Officer and  delivered to the Trustee,  designate  one or more other
offices or agencies for the foregoing  purposes within or outside the Borough of
Manhattan,   City  of  New  York,  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  obligations  to  maintain an office or
agency in the Borough of Manhattan, City of New York for the foregoing purposes.
The Company will give prompt  written notice to the Trustee of any change in the
location of any such other office or agency.

         SECTION  4.03      (a)      If  the Company  shall  appoint one or more
paying agents for all or any series of the  Securities,  other than the Trustee,
the  Company  will cause each such  paying  agent to execute  and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee,  subject
to the provisions of this Section:

                  (1) that it will  hold all sums  held by it as such  agent for
         the payment of the  principal of (and  premium,  if any) or interest on
         the  Securities of that series  (whether such sums have been paid to it
         by the Company or by any other obligor of such Securities) in trust for
         the benefit of the persons entitled thereto;

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

                  (3) that it will,  at any time during the  continuance  of any
         failure referred to in the preceding  paragraph (a)(2) above,  upon the
         written  request of the Trustee,  forthwith pay to the Trustee all sums
         so held in trust by such paying agent; and

                  (4) that it will perform all other duties  of paying  agent as
          set forth in this Indenture.

         (b) If the Company  shall act as its own paying  agent with  respect to
any  series  of the  Securities,  it  will on or  before  each  due  date of the
principal of (and premium, if any) or interest on Securities of that series, set
aside,  segregate  and hold in trust for the  benefit  of the  persons  entitled
thereto a sum sufficient to pay such principal (and premium, if any) or interest
so




                                       30
<PAGE>

becoming due on  Securities of that series until such sums shall be paid to such
persons or otherwise disposed of as herein provided and will promptly notify the
Trustee  of such  action,  or any  failure  (by it or any other  obligor on such
Securities)  to take such action.  Whenever  the Company  shall have one or more
paying agents for any series of Securities,  it will,  prior to each due date of
the  principal of (and  premium,  if any) or interest on any  Securities of that
series, deposit with the paying agent a sum sufficient to pay the principal (and
premium,  if any) or interest so becoming  due, such sum to be held in trust for
the benefit of the persons entitled to such principal,  premium or interest, and
(unless such paying agent is the Trustee) the Company will  promptly  notify the
Trustee of its action or failure so to act.

         (c) Anything in this Section to the contrary  notwithstanding,  (i) the
agreement  to hold sums in trust as provided  in this  Section is subject to the
provisions  of Section  11.04,  and (ii) 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 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 terms and  conditions  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.

         SECTION  4.04      The  Company,  whenever necessary to avoid or fill a
vacancy in the office of  Trustee,  will  appoint,  in the  manner  provided  in
Section  7.10,  a  Trustee,  so that  there  shall  at all  times  be a  Trustee
hereunder.

         SECTION  4.05      The  Company will not,  while any of the  Securities
remain  outstanding,  consolidate  with, or merge into, or merge into itself, or
sell or convey all or  substantially  all of its  property  to any other  Person
unless the provisions of Article Ten hereof are complied with.

         SECTION  4.06      In  the event  that the  Company  issues a  Discount
Security, the Company shall file with the Trustee at or prior to the time of the
authentication  of such  Discount  Security  a written  notice,  in such form as
mutually  agreed upon by the Company and the Trustee,  specifying  the amount of
original issue  discount that will be accrued on such Discount  Security in each
calendar year from the date of issuance to the maturity thereof.



                                       31
<PAGE>


                                  ARTICLE FIVE
                SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY
                                 AND THE TRUSTEE

         SECTION  5.01      The Company will furnish or cause to be furnished to
the Trustee (a) on each regular record date (as defined in Section 2.03) for the
Securities  of each Tranche of a series a list,  in such form as the Trustee may
reasonably require, of the names and addresses of the holders of such Tranche of
Securities as of such regular record date, provided,  that the Company shall not
be obligated to furnish or cause to be furnished  such list at any time that the
list shall not differ in any respect from the most recent list  furnished to the
Trustee by the Company and (b) at such other times as the Trustee may request in
writing  within 30 days after the receipt by the Company of any such request,  a
list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished;  provided,  however, no such list need be furnished
for any series for which the Trustee shall be the Security Registrar.

         SECTION  5.02      (a)      The Trustee shall preserve, in as current a
form as is reasonably practicable, all information as to the names and addresses
of the holders of Securities  contained in the most recent list  furnished to it
as  provided  in Section  5.01 and as to the names and  addresses  of holders of
Securities  received by the Trustee in its  capacity as Security  Registrar  (if
acting in such capacity).

         (b) The Trustee may  destroy  any list  furnished  to it as provided in
Section 5.01 upon receipt of a new list so furnished.

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

                  (1)  afford  to  such  applicants  access  to the  information
         preserved at the time by the Trustee in accordance  with the provisions
         of subsection (a) of this Section 5.02; or


                                       32
<PAGE>

                  (2) inform such  applicants  as to the  approximate  number of
         holders of Securities of such series or of all Securities,  as the case
         may be, whose names and addresses  appear in the information  preserved
         at the  time by the  Trustee,  in  accordance  with the  provisions  of
         subsection (a) of this Section 5.02, and as to the approximate  cost of
         mailing   to  such   Securityholders   the   form  of  proxy  or  other
         communication, if any, specified in such application.

         (d) If the Trustee shall elect not to afford such applicants  access to
such  information,   the  Trustee  shall,  upon  the  written  request  of  such
applicants, mail to each holder of such series or of all Securities, as the case
may be, whose name and address appears in the information  preserved at the time
by the Trustee in  accordance  with the  provisions  of  subsection  (a) of this
Section  5.02,  a copy of the  form of proxy  or  other  communication  which is
specified in such  request,  with  reasonable  promptness  after a tender to the
Trustee  of the  material  to be mailed and of  payment,  or  provision  for the
payment,  of the reasonable  expenses of mailing,  unless within five days after
such  tender,  the  Trustee  shall  mail to such  applicants  and file  with the
Commission,  together  with a copy  of the  material  to be  mailed,  a  written
statement to the effect that, in the opinion of the Trustee,  such mailing would
be contrary to the best interests of the holders of Securities of such series or
of all  Securities,  as the case may be, or would be in violation of  applicable
law. Such written  statement  shall  specify the basis of such  opinion.  If the
Commission, after opportunity for a hearing upon the objections specified in the
written statement so filed, shall enter an order refusing to sustain any of such
objections  or if,  after the entry of an order  sustaining  one or more of such
objections, the Commission shall find, after notice and opportunity for hearing,
that all the  objections so sustained  have been met and shall enter an order so
declaring,  the  Trustee  shall  mail  copies  of  such  material  to  all  such
Securityholders with reasonable promptness after the entry of such order and the
renewal  of such  tender;  otherwise,  the  Trustee  shall  be  relieved  of any
obligation or duty to such applicants respecting their application.

         (e) Each and every holder of the  Securities,  by receiving and holding
the same,  agrees with the Company and the Trustee  that neither the Company nor
the  Trustee  nor any  paying  agent nor any  Security  Registrar  shall be held
accountable by reason of the disclosure of any such  information as to the names
and addresses of the holders of Securities in accordance  with the provisions of
subsection  (c) of this  Section,  regardless  of the  source  from




                                       33
<PAGE>

which such  information  was  derived,  and that the  Trustee  shall not be held
accountable  by reason of mailing any material  pursuant to a request made under
said subsection (c).

         SECTION  5.03      (a)      The  Company  covenants  and agrees to file
with the Trustee,  within 30 days after the Company is required to file the same
with  the  Commission,  a copy of the  annual  reports  and of the  information,
documents  and other reports (or a copy of such portions of any of the foregoing
as the  Commission  may from  time to time by rules and  regulations  prescribe)
which the  Company  may be  required  to file with the  Commission  pursuant  to
Section 13 or  Section  15(d) of the  Exchange  Act;  or, if the  Company is not
required to file  information,  documents or reports  pursuant to either of such
sections,  then to file with the Trustee and,  unless the  Commission  shall not
accept such  information,  documents or reports,  the Commission,  in accordance
with the rules and  regulations  prescribed from time to time by the Commission,
such of the supplementary and periodic information,  documents and reports which
may be  required  pursuant  to Section 13 of the  Exchange  Act, in respect of a
security  listed and  registered  on a national  securities  exchange  as may be
prescribed from time to time in such rules and regulations.

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

         (c) The Company  covenants and agrees to transmit by mail,  first class
postage  prepaid,  or reputable  over-night  delivery service which provides for
evidence of receipt, to the Securityholders, as their names and addresses appear
upon the  Security  Register,  within 30 days after the filing  thereof with the
Trustee, such summaries of any information, documents and reports required to be
filed by the Company  pursuant to subsections (a) and (b) of this Section as may
be  required  by  rules  and  regulations  prescribed  from  time to time by the
Commission.

         (d) The Company  covenants and agrees to furnish to the Trustee,  on or
before  May 15 in  each  calendar  year  in  which  any of  the  Securities  are
outstanding, or on or before such other day in each calendar year as the Company
and the  Trustee  may from  time to time  agree  upon,  a  certificate  from the
principal executive



                                       34
<PAGE>

officer,  principal financial officer or principal accounting officer, as to his
or her knowledge,  of the Company's compliance with all conditions and covenants
under this Indenture. For purposes of this subsection (d), such compliance shall
be determined  without  regard to any period of grace or  requirement  of notice
provided under this Indenture.

         (e) Delivery of such  information,  documents or reports to the Trustee
pursuant to Section  5.03(a) or 5.03(b) is for  informational  purposes only and
the Trustee's  receipt thereof shall not constitute  constructive  notice of any
information   contained  therein  or  determinable  from  information  contained
therein,  including,  in the case of Section 5.03(b),  the Company's  compliance
with any of the covenants hereunder.

         SECTION 5.04.  (a)      The Trustee  shall  transmit  to  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.  If required by Section 313(a) of the Trust Indenture
Act, the Trustee  shall,  within 60 days after each September 15th following the
date of this  Indenture  deliver  to  Holders a brief  report,  dated as of such
September 15th, which complies with the provisions of such Section 313(a).

         (b) A copy of each such report shall, at the time of such  transmission
to Holders, be filed by the Trustee with each stock exchange, if any, upon which
the Securities are listed, with the Commission and with the Company. The Company
will  promptly  notify the Trustee when the  Securities  are listed on any stock
exchange and of any delisting thereof.

                                   ARTICLE SIX
                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

         SECTION   6.01      (a)      Whenever   used  herein  with  respect  to
Securities of a particular  series,  "Event of Default" means any one or more of
the following events which has occurred and is continuing:

                  (1) default in the payment of any installment of interest upon
         any of the Securities of that series, as and when the same shall become
         due and  payable,  and  continuance  of such default for a period of 30
         days  (subject  to the  deferral  of any  due  date  in the  case of an
         extension period);



                                       35
<PAGE>

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

                  (3) default in the making or  satisfaction of any sinking fund
         payment or analogous  obligation  as and when the same shall become due
         and  payable  by the  terms  of the  Securities  of  that  series,  and
         continuance of such default for a period of 30 days;

                  (4)  failure  on the part of the  Company  duly to  observe or
         perform any other of the  covenants  or  agreements  on the part of the
         Company with respect to that series  contained  in such  Securities  or
         otherwise  established  with  respect  to  that  series  of  Securities
         pursuant to Section 2.01 hereof or contained in this  Indenture  (other
         than a covenant or agreement which has been expressly  included in this
         Indenture  solely for the benefit of one or more  series of  Securities
         other than such series) for a period of 90 days after the date on which
         written  notice of such failure,  requiring the same to be remedied and
         stating that such notice is a "Notice of Default" hereunder, shall have
         been given to the Company by the Trustee,  by  registered  or certified
         mail,  or to the  Company  and the  Trustee by the  holders of at least
         twenty-five  percent in aggregate principal amount of the Securities of
         that series at the time outstanding;

                  (5) a decree or order by a court  having  jurisdiction  in the
         premises  shall have been entered  adjudging the Company as bankrupt or
         insolvent,   or  approving  as  properly   filed  a  petition   seeking
         liquidation  or   reorganization  of  the  Company  under  the  Federal
         Bankruptcy Code or any other similar  applicable  Federal or State law,
         and such decree or order shall have  continued  unvacated  and unstayed
         for a period of 90 consecutive  days; or an  involuntary  case shall be
         commenced  under such Code in respect of the Company and shall continue
         undismissed for a period of 90 consecutive  days or an order for relief
         in such case shall have been  entered;  or a decree or order of a court
         having  jurisdiction  in the  premises  shall have been entered for the
         appointment  on the ground of insolvency or bankruptcy of a receiver or
         custodian  or  liquidator  or  trustee or  assignee  in  bankruptcy  or
         insolvency of the Company or of its property,  or for the winding up or
         liquidation  of its  affairs,  and  such  decree  or order  shall  have
         remained in force unvacated and unstayed for a period of 90 consecutive
         days;


                                       36
<PAGE>

                  (6) the Company shall institute  proceedings to be adjudicated
         a voluntary  bankrupt,  or shall  consent to the filing of a bankruptcy
         proceeding  against  it, or shall file a petition  or answer or consent
         seeking liquidation or reorganization under the Federal Bankruptcy Code
         or any other similar  applicable Federal or State law, or shall consent
         to the filing of any such petition, or shall consent to the appointment
         on the ground of insolvency or bankruptcy of a receiver or custodian or
         liquidator  or trustee or assignee in bankruptcy or insolvency of it or
         of its  property,  or  shall  make an  assignment  for the  benefit  of
         creditors; or

                  (7) the  occurrence of any other Event of Default with respect
         to Securities of such series, as contemplated by Section 2.01 hereof.

         (b) The  Company  shall  file with the  Trustee  written  notice of the
occurrence  of any Event of Default  within five  Business Days of the Company's
becoming aware of any such Event of Default. In each and every such case, unless
the principal of all the Securities of that series shall have already become due
and  payable,  either the  Trustee or the  holders of not less than  twenty-five
percent in  aggregate  principal  amount of the  Securities  of that series then
outstanding  hereunder,  by notice in writing to the Company (and to the Trustee
if given by such Securityholders), may declare the principal (or, if any of such
Securities are Discount Securities, such portion of the principal amount thereof
as may be specified by their terms as  contemplated  by Section 2.01) of all the
Securities of that series to be due and payable  immediately,  and upon any such
declaration  the same shall  become and shall be  immediately  due and  payable,
anything  contained  in this  Indenture or in the  Securities  of that series or
established  with respect to that series  pursuant to Section 2.01 hereof to the
contrary notwithstanding.

         (c) Section 6.01(b),  however,  is subject to the condition that if, at
any time after the principal of the Securities of that series shall have been so
declared due and  payable,  and before any judgment or decree for the payment of
the monies due shall have been obtained or entered as hereinafter provided,  the
Company shall pay or shall deposit with the Trustee a sum  sufficient to pay all
matured  installments of interest upon all the Securities of that series and the
principal of (and  premium,  if any, on) any and all  Securities  of that series
which shall have become due otherwise than by  acceleration  (with interest upon
such  principal  and  premium,  if any,  and, to the extent that such payment is



                                       37
<PAGE>

enforceable under applicable law, upon overdue installments of interest,  at the
rate per annum  expressed in the  Securities  of that series to the date of such
payment or deposit) and the amount  payable to the Trustee  under  Section 7.06,
and any and all  defaults  under the  Indenture,  other than the  nonpayment  of
principal on  Securities of that series which shall not have become due by their
terms,  shall have been remedied or waived as provided in Section 6.06, then and
in every such case the holders of a majority in  aggregate  principal  amount of
the Securities of that series then outstanding, by written notice to the Company
and to the Trustee,  may rescind and annul such declaration and its consequences
with respect to that series of Securities;  but no such rescission and annulment
shall  extend to or shall  affect any  subsequent  default,  or shall impair any
right consequent thereon.

         (d) In case the Trustee shall have  proceeded to enforce any right with
respect to Securities of that series under this  Indenture and such  proceedings
shall  have  been  discontinued  or  abandoned  because  of such  rescission  or
annulment or for any other reason or shall have been determined adversely to the
Trustee,  then and in every  such  case the  Company  and the  Trustee  shall be
restored  respectively to their former positions and rights  hereunder,  and all
rights,  remedies  and powers of the Company and the Trustee  shall  continue as
though no such proceedings had been taken.

         SECTION  6.02      (a)      The Company covenants that in case an Event
of Default described in subsection  6.01(a)(1) or (a)(2) shall have occurred and
be continuing,  upon demand of the Trustee, the Company will pay to the Trustee,
for the  benefit of the  holders of the  Securities  of that  series,  the whole
amount that then shall have become due and  payable on all such  Securities  for
principal (and premium,  if any) or interest,  or both, as the case may be, with
interest upon the overdue  principal  (and  premium,  if any) and (to the extent
that payment of such interest is  enforceable  under  applicable law and without
duplication  of any other  amounts paid by the Company in respect  thereof) upon
overdue  installments  of  interest  at the  rate  per  annum  expressed  in the
Securities  of that series;  and, in addition  thereto,  such further  amount as
shall be  sufficient  to cover the costs and  expenses  of  collection,  and the
amount payable to the Trustee under Section 7.06.

         (b) In case the Company  shall fail  forthwith to pay such amounts upon
such demand,  the Trustee,  in its own name and as trustee of an express  trust,
shall be entitled and empowered to institute any action or proceedings at law or
in equity for the




                                       38
<PAGE>

collection  of the sums so due and unpaid,  and may prosecute any such action or
proceeding  to judgment or final  decree,  and may enforce any such  judgment or
final decree  against the Company or other  obligor upon the  Securities of that
series and  collect in the manner  provided  by law out of the  property  of the
Company or other obligor upon the  Securities of that series  wherever  situated
the monies adjudged or decreed to be payable.

         (c) In case of any receivership,  insolvency, liquidation,  bankruptcy,
reorganization,   readjustment,   arrangement,  composition  or  other  judicial
proceedings affecting the Company, any other obligor on such Securities,  or the
creditors  or property of either,  the Trustee  shall have power to intervene in
such  proceedings and take any action therein that may be permitted by the court
and shall (except as may be otherwise  provided by law) be entitled to file such
proofs of claim and other papers and  documents as may be necessary or advisable
in order to have the claims of the Trustee and of the holders of  Securities  of
such series allowed for the entire amount due and payable by the Company or such
other  obligor  under  this  Indenture  at  the  date  of  institution  of  such
proceedings  and for any  additional  amount which may become due and payable by
the Company or such other  obligor  after such date,  and to collect and receive
any monies or other property  payable or  deliverable on any such claim,  and to
distribute  the same after the  deduction  of the amount  payable to the Trustee
under  Section  7.06;  and any  receiver,  assignee or trustee in  bankruptcy or
reorganization is hereby authorized by each of the holders of Securities of such
series to make such payments to the Trustee,  and, in the event that the Trustee
shall consent to the making of such payments  directly to such  Securityholders,
to pay to the Trustee any amount due it under Section 7.06.

         (d) All rights of action and of asserting  claims under this Indenture,
or under any of the terms established with respect to Securities of that series,
may be enforced by the Trustee without the possession of any of such Securities,
or the production thereof at any trial or other proceeding relative thereto, and
any such suit or  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 payment to the  Trustee of any  amounts due under  Section
7.06,  be for the  ratable  benefit  of the  holders of the  Securities  of such
series.

         In case of an  Event  of  Default  hereunder,  the  Trustee  may in its
discretion  proceed  to protect  and  enforce  the  rights  vested in it by this
Indenture by such  appropriate  judicial  proceedings  as




                                       39
<PAGE>

the Trustee shall deem most effectual to protect and enforce any of such rights,
either  at law or in equity  or in  bankruptcy  or  otherwise,  whether  for the
specific  enforcement of any covenant or agreement contained in the Indenture or
in aid of the exercise of any power granted in this Indenture, or to enforce any
other legal or  equitable  right  vested in the Trustee by this  Indenture or by
law.

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

         SECTION  6.03      Any  monies  collected  by the  Trustee  pursuant to
Section 6.02 with respect to a particular  series of Securities shall be applied
in the order  following,  at the date or dates fixed by the Trustee and, in case
of the distribution of such monies on account of principal (or premium,  if any)
or interest,  upon  presentation of the several  Securities of that series,  and
stamping thereon the payment, if only partially paid, and upon surrender thereof
if fully paid:

                  FIRST:  To the payment of costs and expenses of collection and
         of all amounts payable to the Trustee under Section 7.06;

                  SECOND:  To the  payment of all Senior  Debt of the Company if
         and to the extent required by Article 14.

                  THIRD:  To the payment of the amounts then due and unpaid upon
         Securities  of such  series for  principal  (and  premium,  if any) and
         interest,  in respect  of which or for the  benefit of which such money
         has been  collected,  ratably,  without  preference  or priority of any
         kind,  according to the amounts due and payable on such  Securities for
         principal (and premium, if any) and interest, respectively; and

                  FOURTH:  To the Company.

         SECTION  6.04      No  holder of any  Security of any series shall have
any  right by  virtue or by  availing  of any  provision  of this  Indenture  to
institute  any suit,  action or  proceeding in equity or at law upon or under or
with respect to this Indenture or for the  appointment of a receiver or trustee,
or for any other  remedy



                                       40
<PAGE>

hereunder, unless such holder previously shall have given to the Trustee written
notice of an Event of Default and of the  continuance  thereof  with  respect to
Securities  of such series  specifying  such Event of Default,  as  hereinbefore
provided,  and unless also the holders of not less than  twenty-five  percent in
aggregate  principal  amount of the  Securities of such series then  outstanding
shall have made written request upon the Trustee to institute such action,  suit
or proceeding in its own name as trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs,  expenses
and liabilities to be incurred  therein or thereby,  and the Trustee for 60 days
after its receipt of such  notice,  request and offer of  indemnity,  shall have
failed to institute any such action, suit or proceeding; it being understood and
intended,  and being  expressly  covenanted  by the  taker  and  holder of every
Security of such series with every other such taker and holder and the  Trustee,
that no one or more holders of Securities of such series shall have any right in
any  manner  whatsoever  by  virtue  or by  availing  of any  provision  of this
Indenture to affect, disturb or prejudice the rights of the holders of any other
of such  Securities,  or to obtain or seek to obtain priority over or preference
to any other such holder,  or to enforce any right under this Indenture,  except
in the manner herein  provided and for the equal,  ratable and common benefit of
all holders of Securities of such series.  For the protection and enforcement of
the provisions of this Section,  each and every  Securityholder  and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

         Notwithstanding  any other provisions of this Indenture,  however,  the
right of any holder of any Security to receive  payment of the principal of (and
premium, if any) and interest on such Security, as therein provided, on or after
the  respective  due  dates  expressed  in  such  Security  (or in the  case  of
redemption, on the redemption date), or to institute suit for the enforcement of
any such payment on or after such respective dates or redemption date, shall not
be impaired or affected without the consent of such holder.

         SECTION  6.05      (a)      All  powers  and  remedies  given  by  this
Article to the Trustee or to the Securityholders  shall, to the extent permitted
by law, be deemed  cumulative  and not exclusive of any others thereof or of any
other  powers  and  remedies  available  to the  Trustee  or the  holders of the
Securities,  by judicial proceedings or otherwise, to enforce the performance or
observance  of the  covenants  and  agreements  contained  in this  Indenture or
otherwise established with respect to such Securities.



                                       41
<PAGE>

         (b) No delay or  omission of the Trustee or of any holder of any of the
Securities  to exercise  any right or power  accruing  upon any Event of Default
occurring and continuing as aforesaid  shall impair any such right or power,  or
shall  be  construed  to be a  waiver  of any such  default  or an  acquiescence
therein;  and, subject to the provisions of Section 6.04, every power and remedy
given by this Article or by law to the Trustee or to the  Securityholders may be
exercised from time to time, and as often as shall be deemed  expedient,  by the
Trustee or by the Securityholders.

         SECTION  6.06      The  holders of a majority  in  aggregate  principal
amount of the  Securities of any series at the time  outstanding,  determined in
accordance  with Section 8.04,  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 such
series; provided, however, that such direction shall not be in conflict with any
rule of law or with  this  Indenture  or  unduly  prejudicial  to the  rights of
holders of Securities of any other series at the time outstanding  determined in
accordance with Section 8.04 not parties  thereto.  Subject to the provisions of
Section  7.01,  the  Trustee  shall have the right to decline to follow any such
direction  if the  Trustee  in good faith  shall,  by a  Responsible  Officer or
Officers of the Trustee, determine that the proceeding so directed might involve
the  Trustee in  personal  liability.  The  holders of a majority  in  aggregate
principal  amount  of the  Securities  of any  series  at the  time  outstanding
affected  thereby,  determined in accordance with Section 8.04, may on behalf of
the holders of all of the  Securities  of such series  waive any past default in
the performance of any of the covenants contained herein or established pursuant
to Section  2.01 with  respect to such  series  and its  consequences,  except a
default in the payment of the principal of, or premium,  if any, or interest on,
any of the  Securities  of that series as and when the same shall  become due by
the terms of such Securities otherwise than by acceleration (unless such default
has been cured and a sum sufficient to pay all matured  installments of interest
and principal  otherwise than by acceleration and any premium has been deposited
with the Trustee (in accordance with Section  6.01(c))) or a call for redemption
of Securities of that series.  Upon any such waiver, the default covered thereby
shall be deemed to be cured for all purposes of this  Indenture and the Company,
the Trustee and the holders of the  Securities  of such series shall be restored
to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any  subsequent or other default or




                                       42
<PAGE>

impair any right consequent thereon.

         SECTION   6.07      The   Trustee  shall,  within  90  days  after  the
occurrence of a default with respect to a particular  series,  transmit by mail,
first class postage  prepaid,  to the holders of  Securities of that series,  as
their names and  addresses  appear  upon the  Security  Register,  notice of all
defaults with respect to that series known to the Trustee,  unless such defaults
shall have been  cured or waived  before  the  giving of such  notice  (the term
"defaults"  for the  purposes of this  Section  being  hereby  defined to be the
events  specified in subsections (1), (2), (3), (4), (5), (6) and (7) of Section
6.01(a),   not  including  any  periods  of  grace   provided  for  therein  and
irrespective  of the giving of notice  provided for by subsection (4) of Section
6.01(a));  provided,  that,  except in the case of default in the payment of the
principal of (or premium,  if any) or interest on any of the  Securities of that
series  or  in  the  payment  of  any  sinking  or  analogous  fund  installment
established  with  respect to that  series,  the Trustee  shall be  protected in
withholding such notice if and so long as the board of directors,  the executive
committee, or a trust committee of directors and/or Responsible Officers, of the
Trustee in good faith  determine  that the  withholding of such notice is in the
interests of the holders of Securities of that series; provided further, that in
the case of any default of the character  specified in Section  6.01(a)(4)  with
respect  to  Securities  of such  series no such  notice to the  holders  of the
Securities  of that  series  shall be given  until  at least 30 days  after  the
occurrence thereof.

         The  Trustee  shall  not be deemed to have  knowledge  of any  default,
except  (i) a  default  under  subsection  (a)(1),  (a)(2),  (a)(3) or (a)(4) of
Section 6.01 as long as the Trustee is acting as paying agent for such series of
Securities  or (ii) any  default as to which the  Trustee  shall  have  received
written notice or a Responsible  Officer charged with the administration of this
Indenture shall have obtained written notice.

         SECTION  6.08      All parties to this Indenture agree, and each holder
of any  Securities  by his or her  acceptance  thereof  shall be  deemed to have
agreed,  that  any  court  may in its  discretion  require,  in any suit for the
enforcement of any right or remedy under this Indenture,  or in any suit against
the Trustee for any action taken or omitted by it as Trustee,  the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that  such  court  may in its  discretion  assess  reasonable  costs,  including
reasonable  attorneys'  fees and  expenses,  against any party  litigant in such
suit,  having due regard to the merits



                                       43
<PAGE>

and good faith of the claims or defenses  made by such party  litigant;  but the
provisions  of this  Section  shall  not  apply  to any suit  instituted  by the
Trustee,   to  any  suit   instituted  by  any   Securityholder,   or  group  of
Securityholders,  holding  more than 10% in  aggregate  principal  amount of the
outstanding  Securities  of  any  series,  or to  any  suit  instituted  by  any
Securityholder  for the  enforcement  of the  payment  of the  principal  of (or
premium,  if any) or interest on any  Security of such  series,  on or after the
respective due dates expressed in such Security or established  pursuant to this
Indenture.


                                  ARTICLE SEVEN
                             CONCERNING THE TRUSTEE

         SECTION  7.01      (a)      The  Trustee, prior to the occurrence of an
Event of Default with respect to  Securities of a series and after the curing of
all Events of Default with respect to  Securities  of that series which may have
occurred,  shall  undertake to perform with respect to Securities of such series
such  duties  and  only  such  duties  as are  specifically  set  forth  in this
Indenture,  and no  implied  covenants  or  obligations  shall be read into this
Indenture  against  the  Trustee.  In case an Event of Default  with  respect to
Securities  of a series has occurred  (which has not been cured or waived),  the
Trustee  shall  exercise  with respect to  Securities of that series such of the
rights and powers  vested in it by this  Indenture,  and use the same  degree of
care and skill in their  exercise,  as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs.

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

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

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


                                       44
<PAGE>

                  covenants  or  obligations  shall be read into this  Indenture
                  against the Trustee; and

                           (ii) in the  absence  of bad faith on the part of the
                  Trustee,  the Trustee may with respect to  Securities  of such
                  series  conclusively  rely, as to the truth of the  statements
                  and the correctness of the opinions  expressed  therein,  upon
                  any  certificates  or  opinions  furnished  to the Trustee and
                  conforming to the  requirements of this Indenture;  but in the
                  case  of  any  such  certificates  or  opinions  which  by any
                  provision hereof are specifically  required to be furnished to
                  the Trustee,  the Trustee shall be under a duty to examine the
                  same  to  determine   whether  or  not  they  conform  to  the
                  requirements  of this  Indenture  (but  need  not  confirm  or
                  investigate the accuracy of mathematical calculations or other
                  facts stated therein);

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

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

                  (4) none of the provisions  contained in this Indenture  shall
         require the Trustee to expend or risk its own funds or otherwise  incur
         or risk personal  financial  liability in the performance of any of its
         duties  or in the  exercise  of any of its  rights  or  powers,  if the
         Trustee  reasonably  believes  that  the  repayment  of such  funds  or
         liability  is not  reasonably  assured  to it under  the  terms of this
         Indenture or adequate  indemnity  against  such risk is not  reasonably
         assured to it.

         (c) 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 7.01.




                                       45
<PAGE>

         SECTION 7.02.     Except as otherwise provided in Section 7.01:

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

         (b) Any request,  direction,  order or demand of the Company  mentioned
herein shall be  sufficiently  evidenced by a Board  Resolution  or an Officers'
Certificate (unless other evidence in respect thereof is specifically prescribed
herein);

         (c) 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 or  suffered  or
omitted hereunder in good faith and in reliance thereon;

         (d) The Trustee  shall be under no  obligation  to exercise  any of the
rights  or  powers  vested  in it by this  Indenture  at the  request,  order or
direction  of any of the  Securityholders,  pursuant to the  provisions  of this
Indenture,  unless  such  Securityholders  shall  have  offered  to the  Trustee
security  or  indemnity  satisfactory  to it  against  the costs,  expenses  and
liabilities  which may be incurred therein or thereby;  nothing herein contained
shall, however, relieve the Trustee of the obligation, upon the occurrence of an
Event of Default with respect to a series of the Securities  (which has not been
cured or waived) to exercise  with respect to  Securities of that series such of
the rights and powers vested in it by this Indenture, and to use the same degree
of care and skill in their  exercise,  as a prudent  man would  exercise  or use
under the circumstances in the conduct of his own affairs;

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

         (f) The Trustee shall not be bound to make any  investigation  into the
facts or matters stated in any resolution,  certificate,  statement, instrument,
opinion, report, notice, request, consent,  direction,  order, demand, approval,
bond, security, or other




                                       46
<PAGE>

papers or documents,  unless requested in writing so to do by the holders of not
less than a majority in principal  amount of the  outstanding  Securities of the
particular  series  affected  thereby  (determined as provided in Section 8.04);
provided,  however,  that if the payment within a reasonable time to the Trustee
of the costs,  expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee,  not reasonably assured
to the Trustee by the  security  afforded to it by the terms of this  Indenture,
the Trustee may require  reasonable  indemnity  against such costs,  expenses or
liabilities  as a condition to so proceeding.  The  reasonable  expense of every
such examination shall be paid by the Company or, if paid by the Trustee,  shall
be repaid  by the  Company  upon  demand.  Notwithstanding  the  foregoing,  the
Trustee,  in its direction,  may make such further inquiry or investigation into
such facts or matters as it may see fit. In making any investigation required or
authorized by this subparagraph, the Trustee shall be entitled to examine books,
records and premises of the Company, personally or by agent or attorney;

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

         (h) The permissive right of the Trustee to do things enumerated in this
Indenture shall not be construed as a duty;

         (i) 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 each agent, custodian and other Person employed to act hereunder;
and

         (j) The  Trustee may request  that the  Company  deliver a  certificate
setting forth the names of individuals  and/or titles of officers  authorized at
such  time  to  take  specified  actions  pursuant  to  this  Indenture,   which
certificate  may be  signed  by any  person  authorized  to  sign  an  Officers'
Certificate,  including  any  person  specified  as so  authorized  in any  such
certificate previously delivered and not superseded.

         SECTION  7.03.  (a)      The  recitals  contained  herein  and  in  the
Securities  (other than the  Certificate of  Authentication  on the  Securities)
shall be taken as the  statements  of the  Company,  and the Trustee  assumes no
responsibility for the correctness of the same.



                                       47
<PAGE>

         (b)  The  Trustee  makes  no  representations  as to  the  validity  or
sufficiency of this Indenture or of the Securities.

         (c) The Trustee shall not be accountable  for the use or application by
the Company of any of the Securities or of the proceeds of such  Securities,  or
for the use or  application of any monies paid over by the Trustee in accordance
with any provision of this Indenture or established pursuant to Section 2.01, or
for the use or application of any monies received by any paying agent other than
the Trustee.

         SECTION 7.04. The Trustee or any paying agent or Security Registrar, in
its  individual  or any other  capacity,  may  become  the owner or  pledgee  of
Securities  with the same  rights it would have if it were not  Trustee,  paying
agent or Security Registrar.

         SECTION 7.05.  Subject to the provisions of Section  11.04,  all monies
received by the Trustee shall, until used or applied as herein provided, be held
in  trust  for the  purposes  for  which  they  were  received,  but need not be
segregated  from other funds  except to the extent  required by law. The Trustee
shall be under no liability for interest on any monies  received by it hereunder
except such as it may agree in writing with the Company to pay thereon.

         SECTION 7.06.  (a)      The  Company covenants and agrees to pay to the
Trustee  from  time  to  time,  and  the  Trustee  shall  be  entitled  to  such
compensation  as shall be agreed in writing  between the Company and the Trustee
(which  shall  not  be  limited  by  any  provision  of  law  in  regard  to the
compensation  of a trustee of an express trust) for all services  rendered by it
in  the  execution  of the  trusts  hereby  created  and  in  the  exercise  and
performance  of any of the powers and duties  hereunder of the Trustee,  and the
Company  will pay or reimburse  the Trustee upon its request for all  reasonable
expenses,  disbursements  and  advances  incurred  or  made  by the  Trustee  in
accordance  with  any  of  the  provisions  of  this  Indenture  (including  the
reasonable  compensation  and the reasonable  expenses and  disbursements of its
counsel and agents and of all persons not  regularly  in its employ)  except any
such expense, disbursement or advance as may arise from its negligence,  willful
misconduct  or bad faith.  The Company also  covenants to indemnify  the Trustee
(and its officers, agents, directors and employees) for, and to hold it harmless
against,  any loss,  liability or expense incurred without  negligence,  willful
misconduct  or bad faith on the part of the  Trustee  and  arising  out



                                       48
<PAGE>

of or in  connection  with  the  acceptance  or  administration  of this  trust,
including  the  reasonable  costs and expenses of defending  itself  against any
claim or liability in connection  with the exercise or performance of any of its
powers or duties hereunder.

         (b) The obligations of the Company under this Section to compensate and
indemnify  the  Trustee  and to pay  or  reimburse  the  Trustee  for  expenses,
disbursements and advances shall constitute additional  indebtedness  hereunder.
Such  additional  indebtedness  shall be  secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except  funds  held in  trust  for the  benefit  of the  holders  of  particular
Securities.

         (c) Without  prejudice  to any other  rights  available  to the Trustee
under  applicable law, when the Trustee incurs  expenses or renders  services in
connection with an Event of Default, the expenses (including  reasonable charges
and expenses of its counsel) and  compensation  for its services are intended to
constitute  expenses  of  administration   under  applicable  Federal  or  state
bankruptcy, insolvency or similar law.

         (d) The provisions of this Section 7.06 shall survive the  satisfaction
and discharge of this Indenture or the appointment of a successor trustee.

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

         SECTION   7.08.  If  the  Trustee  has  acquired  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.

         SECTION 7.09. There shall at all times be a Trustee with respect to the
Securities issued hereunder which shall at all



                                       49
<PAGE>

times be a corporation organized and doing business under the laws of the United
States of  America  or any State or  Territory  thereof  or of the  District  of
Columbia,  or a corporation  or other person  permitted to act as trustee by the
Commission,  authorized  under such laws to  exercise  corporate  trust  powers,
having a  combined  capital  and  surplus of at least 50  million  dollars,  and
subject to  supervision  or  examination  by  Federal,  State,  Territorial,  or
District  of  Columbia  authority.  If such  corporation  publishes  reports  of
condition  at least  annually,  pursuant  to law or to the  requirements  of the
aforesaid  supervising  or  examining  authority,  then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its  combined  capital and surplus as set forth in its most recent  report of
condition  so  published.  The Company may not,  nor may any person  directly or
indirectly controlling, controlled by, or under common control with the Company,
serve as Trustee.  In case at any time the Trustee shall cease to be eligible in
accordance  with the  provisions  of this  Section,  the  Trustee  shall  resign
immediately in the manner and with the effect specified in Section 7.10.

         SECTION  7.10.   (a)      The   Trustee  or  any  successor   hereafter
appointed,  may at any time resign with respect to the Securities of one or more
series by giving  written  notice  thereof to the  Company  and by  transmitting
notice  of  resignation   by  mail,   first  class  postage   prepaid,   to  the
Securityholders  of such series,  as their names and  addresses  appear upon the
Security Register. Upon receiving such notice of resignation,  the Company shall
promptly  appoint a successor  trustee with respect to Securities of such series
by  written  instrument,  in  duplicate,  executed  by  order  of the  Board  of
Directors,  one copy of which  instrument  shall be delivered  to the  resigning
Trustee and one copy to the  successor  trustee.  If no successor  trustee shall
have been so appointed  and have accepted  appointment  within 30 days after the
mailing of such notice of  resignation,  the resigning  Trustee may petition any
court of competent  jurisdiction for the appointment of a successor trustee with
respect to Securities of such series,  or any  Securityholder of that series who
has been a bona fide holder of a Security or Securities  for at least six months
may,  subject to the  provisions  of Section  6.08, on behalf of himself and all
others  similarly  situated,  petition any such court for the  appointment  of a
successor trustee. Such court may thereupon after such notice, if any, as it may
deem proper and prescribe, appoint a successor trustee.

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

                  (1) the Trustee  shall fail to comply with the



                                       50
<PAGE>

         provisions  of  Section  7.08 after  written  request  therefor  by the
         Company or by any  Securityholder  who has been a bona fide holder of a
         Security or Securities for at least six months; or

                  (2) The Trustee shall cease to be eligible in accordance  with
         the  provisions  of Section 7.09 and shall fail to resign after written
         request therefor by the Company or by any such Securityholder; or

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

then,  in any such case,  the Company may remove the Trustee with respect to all
Securities and appoint a successor trustee by written instrument,  in duplicate,
executed by order of the Board of Directors,  one copy of which instrument shall
be  delivered to the Trustee so removed and one copy to the  successor  trustee,
or,  subject  to the  provisions  of  Section  6.08,  unless,  with  respect  to
subsection  (b)(1) above,  the Trustee's duty to resign is stayed as provided in
Section  310(b) of the Trust  Indenture Act, any  Securityholder  who has been a
bona fide  holder of a Security  or  Securities  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. Such court may thereupon after such notice, if any, as it may
deem proper and prescribe, remove the Trustee and appoint a successor trustee.

         (c) The  holders of a majority  in  aggregate  principal  amount of the
Securities  of any  series at the time  outstanding  may at any time  remove the
Trustee  with  respect to such  series and appoint a  successor  trustee.  If no
successor  trustee shall have been so appointed  and have  accepted  appointment
within 30 days after the mailing of such notice of  removal,  the Trustee  being
removed may petition any court of competent  jurisdiction for the appointment of
a successor trustee with respect to the Securities of such series.

         (d) Any  resignation  or removal of the  Trustee and  appointment  of a
successor  trustee with respect to the Securities of a series pursuant to any of
the  provisions  of this  Section  shall become  effective  upon  acceptance  of
appointment by the



                                       51
<PAGE>

successor trustee as provided in Section 7.11.

         (e) Any  successor  trustee  appointed  pursuant to this Section may be
appointed  with respect to the  Securities  of one or more series or all of such
series,  and at any time there  shall be only one  Trustee  with  respect to the
Securities of any particular series.

         SECTION  7.11.  (a)      In  case  of the  appointment  hereunder  of a
successor  trustee with respect to all Securities,  every such successor trustee
so appointed  shall execute,  acknowledge  and deliver to the Company and to the
retiring  Trustee an instrument  accepting such  appointment,  and thereupon the
resignation or removal of the retiring  Trustee shall become  effective and such
successor  trustee,  without any further act, deed or  conveyance,  shall become
vested with all the rights,  powers,  trusts and duties of the retiring Trustee;
but, on the  request of the  Company or the  successor  trustee,  such  retiring
Trustee  shall,  upon payment of its charges,  execute and deliver an instrument
transferring to such successor trustee all the rights, powers, and trusts of the
retiring  Trustee and shall duly assign,  transfer and deliver to such successor
trustee all property and money held by such retiring Trustee hereunder,  subject
to any prior lien provided for in Section 7.06(b).

         (b) In case of the  appointment  hereunder of a successor  trustee with
respect to the Securities of one or more (but not all) series, the Company,  the
retiring  Trustee and each  successor  trustee with respect to the Securities of
one or more series shall  execute and deliver an indenture  supplemental  hereto
wherein each successor trustee shall accept such appointment and which (1) shall
contain  such  provisions  as shall be  necessary  or  desirable to transfer and
confirm to, and to vest in,  each  successor  trustee  all the  rights,  powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor trustee relates,  (2)
shall  contain  such  provisions  as shall be deemed  necessary  or desirable to
confirm that all the rights,  powers,  trusts and duties of the retiring Trustee
with respect to the  Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the  provisions of this  Indenture as shall be
necessary  to  provide  for or  facilitate  the  administration  of  the  trusts
hereunder by more than one Trustee,  it being  understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same  trust,  that  each  such  Trustee  shall be  trustee  of a trust or trusts
hereunder



                                       52
<PAGE>

separate and apart from any trust or trusts hereunder  administered by any other
such Trustee and that no Trustee shall be responsible  for any act or failure to
act on the part of any  other  Trustee  hereunder;  and upon the  execution  and
delivery  of such  supplemental  indenture  the  resignation  or  removal of the
retiring  Trustee shall become  effective to the extent provided  therein,  such
retiring Trustee shall with respect to the Securities of that or those series to
which  the  appointment  of such  successor  trustee  relates  have  no  further
responsibility  for the exercise of rights and powers or for the  performance of
the duties and obligations vested in the Trustee under this Indenture,  and each
such  successor  trustee,  without any further act,  deed or  conveyance,  shall
become  vested with all the rights,  powers,  trusts and duties of the  retiring
Trustee  with  respect to the  Securities  of that or those  series to which the
appointment of such successor trustee relates; but, on request of the Company or
any successor  trustee,  such retiring  Trustee shall duly assign,  transfer and
deliver  to  such  successor  trustee,   to  the  extent  contemplated  by  such
supplemental  indenture,  the property and money held by such  retiring  Trustee
hereunder  with respect to the  Securities  of that or those series to which the
appointment of such successor trustee relates.

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

         (d) No successor  trustee  shall accept its  appointment  unless at the
time of such  acceptance  such  successor  trustee shall be qualified  under the
Trust Indenture Act and eligible under this Article.

         (e) Upon  acceptance of appointment by a successor  trustee as provided
in this Section,  the Company shall  transmit  notice of the  succession of such
trustee hereunder by mail, first class postage prepaid, to the  Securityholders,
as their names and addresses appear upon the Security  Register.  If the Company
fails to transmit such notice within ten days after acceptance of appointment by
the  successor  trustee,  the  successor  trustee  shall cause such notice to be
transmitted at the expense of the Company.

         SECTION 7.12. 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




                                       53
<PAGE>

succeeding to all or  substantially  all of the corporate  trust business of the
Trustee,  shall  be  the  successor  of the  Trustee  hereunder,  provided  such
corporation  shall be qualified  under the provisions of the Trust Indenture Act
and eligible  under the  provisions  of Section  7.09,  without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary  notwithstanding.  In case any Securities  shall
have been authenticated,  but not delivered,  by the Trustee then in office, any
successor by merger,  conversion or consolidation to such authenticating Trustee
may adopt such  authentication  and deliver the Securities so authenticated with
the same  effect as if such  successor  Trustee  had itself  authenticated  such
Securities.

         SECTION  7.13.  If and when the Trustee  shall become a creditor of the
Company (or any other obligor upon the Securities), the Trustee shall be subject
to the  provisions of the Trust  Indenture  Act  regarding  collection of claims
against the Company (or any other obligor upon the Securities).


                                  ARTICLE EIGHT
                         CONCERNING THE SECURITYHOLDERS

         SECTION  8.01.  Whenever  in this  Indenture  it is  provided  that the
holders of a majority or specified  percentage in aggregate  principal amount of
the Securities of a particular  series may take any action (including the making
of any demand or  request,  the giving of any  notice,  consent or waiver or the
taking of any other action), the fact that at the time of taking any such action
the holders of such majority or specified  percentage of that series have joined
therein may be  evidenced  by any  instrument  or any number of  instruments  of
similar tenor executed by such holders of Securities of that series in person or
by agent or proxy appointed in writing.

         If the Company shall solicit from the Securityholders of any series any
request,  demand,  authorization,  direction,  notice,  consent, waiver or other
action,   the  Company  may,  at  its  option,  as  evidenced  by  an  Officers'
Certificate,  fix in advance a record date for such series for the determination
of  Securityholders  entitled  to  give  such  request,  demand,  authorization,
direction,  notice,  consent, waiver or other action, but the Company shall have
no  obligation to do so. If such a record date is fixed,  such request,  demand,
authorization,  direction,  notice, consent, waiver or other action may be given
before or after the record date, but only the  Securityholders  of record at the
close of business on the



                                       54
<PAGE>

record  date  shall  be  deemed  to  be  Securityholders  for  the  purposes  of
determining whether  Securityholders of the requisite  proportion of outstanding
Securities  of that  series  have  authorized  or  agreed or  consented  to such
request,  demand,  authorization,  direction,  notice,  consent, waiver or other
action, and for that purpose the outstanding  Securities of that series shall be
computed as of the record date; provided that no such  authorization,  agreement
or consent by such  Securityholders on the record date shall be deemed effective
unless it shall become  effective  pursuant to the  provisions of this Indenture
not later than six months after the record date.

         In determining whether the holders of the requisite aggregate principal
amount of Securities  of a particular  series have  concurred in any  direction,
consent  or waiver  under this  Indenture,  the  principal  amount of a Discount
Security that shall be deemed to be  outstanding  for such purposes shall be the
amount of the principal  thereof that would be due and payable as of the date of
such  determination  upon a declaration of acceleration of the maturity  thereof
pursuant to Section 6.01.

         SECTION 8.02.  Subject to the provisions of Section 7.01,  proof of the
execution of any  instrument  by a  Securityholder  (such proof will not require
notarization)  or his agent or proxy and proof of the  holding  by any person of
any of the Securities shall be sufficient if made in the following manner:

         (a) The fact  and  date of the  execution  by any  such  person  of any
instrument may be proved in any reasonable manner acceptable to the Trustee.

         (b) The  ownership  of  Securities  shall  be  proved  by the  Security
Register  of such  Securities  or by a  certificate  of the  Security  Registrar
thereof.

         (c) The  Trustee  may  require  such  additional  proof  of any  matter
referred to in this Section as it shall deem necessary.

         SECTION 8.03. Prior to the due presentment for registration of transfer
of any  Security,  the Company,  the Trustee,  any paying agent and any Security
Registrar  may deem and treat the  person in whose name such  Security  shall be
registered  upon the books of the Company as the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding any notice of
ownership or writing  thereon made by anyone other than the Security  Registrar)
for the purpose of  receiving  payment of or on account of the  principal of and
premium, if any, and (subject to



                                       55
<PAGE>

Section 2.03) interest on such Security and for all other purposes;  and neither
the  Company nor the Trustee  nor any paying  agent nor any  Security  Registrar
shall be affected by any notice to the contrary.

         SECTION  8.04.  In  determining  whether the  holders of the  requisite
aggregate  principal amount of Securities of a particular  series have concurred
in any  direction,  consent or waiver under this  Indenture,  Securities of that
series which are owned by the Company or any other obligor on the  Securities of
that series or by any person directly or indirectly controlling or controlled by
or under common  control with the Company or any other obligor on the Securities
of that series shall be  disregarded  and deemed not to be  outstanding  for the
purpose of any such  determination,  except that for the purpose of  determining
whether the Trustee shall be protected in relying on any such direction, consent
or waiver,  only Securities of such series which the Trustee  actually knows are
so owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as outstanding  for the purposes of this Section,  if
the pledgee  shall  establish to the  satisfaction  of the Trustee the pledgee's
right so to act with  respect to such  Securities  and that the pledgee is not a
person  directly or indirectly  controlling  or controlled by or under direct or
indirect common control with the Company or any such other obligor. In case of a
dispute as to such right,  any decision by the Trustee  taken upon the advice of
counsel shall be full protection to the Trustee.

         SECTION  8.05.  At any time prior to (but not after) the  evidencing to
the  Trustee,  as provided in Section  8.01,  of the taking of any action by the
holders of the  majority or  percentage  in  aggregate  principal  amount of the
Securities of a particular series specified in this Indenture in connection with
such  action,  any holder of a  Security  of that  series  which is shown by the
evidence to be included in the Securities the holders of which have consented to
such action may, by filing  written  notice with the Trustee,  and upon proof of
holding as provided in Section 8.02,  revoke such action so far as concerns such
Security.  Except  as  aforesaid  any such  action  taken by the  holder  of any
Security  shall be  conclusive  and binding upon such holder and upon all future
holders  and owners of such  Security,  and of any  Security  issued in exchange
therefor, on registration of transfer thereof or in place thereof,  irrespective
of whether or not any notation in regard thereto is made upon such Security. Any
action taken by the holders of the majority or percentage in aggregate principal
amount of the Securities of a particular  series  specified in this Indenture in
connection with such action shall be conclusively



                                       56
<PAGE>

binding upon the Company,  the Trustee and the holders of all the  Securities of
that series.

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

         SECTION  9.01.  In addition  to any  supplemental  indenture  otherwise
authorized  by  this  Indenture,   the  Company,  when  authorized  by  a  Board
Resolution,  and the Trustee may from time to time and at any time enter into an
indenture  or  indentures  supplemental  hereto  (which  shall  conform  to  the
provisions of the Trust Indenture Act as then in effect), without the consent of
the Securityholders, for one or more of the following purposes:

         (a) to evidence the  succession of another  person to the Company,  and
the assumption by any such  successor of the covenants of the Company  contained
herein or otherwise established with respect to the Securities; or

         (b) to add to the  covenants  of the Company  such  further  covenants,
restrictions,  conditions or provisions for the protection of the holders of the
Securities of all or any series,  and to make the occurrence,  or the occurrence
and continuance, of a default in any of such additional covenants, restrictions,
conditions  or  provisions a default or an Event of Default with respect to such
series permitting the enforcement of all or any of the several remedies provided
in this Indenture as herein set forth; provided, however, that in respect of any
such additional covenant, restriction,  condition or provision such supplemental
indenture  may provide for a  particular  period of grace after  default  (which
period may be shorter or longer than that allowed in the case of other defaults)
or may provide for an immediate  enforcement  upon such default or may limit the
remedies  available  to the Trustee  upon such default or may limit the right of
the holders of a majority in aggregate  principal  amount of the  Securities  of
such series to waive such default; or

         (c) to cure any  ambiguity or to correct or  supplement  any  provision
contained  herein or in any  supplemental  indenture  which may be  defective or
inconsistent  with any other provision  contained  herein or in any supplemental
indenture,  or to make such other  provisions  in regard to matters or questions
arising under this Indenture as shall not be inconsistent with the provisions of
this Indenture and shall not  materially  and adversely  affect the interests of
the holders of the Securities of any series; or

         (d) to change or eliminate any of the  provisions of this



                                       57
<PAGE>

Indenture or to add any new provision to this Indenture; provided, however, that
such change,  elimination or addition shall become  effective only when there is
no Security  outstanding  of any series  created  prior to the execution of such
supplemental indenture that is entitled to the benefit of such provisions; or

         (e) to  establish  the form or terms of  Securities  of any  series  as
permitted by Section 2.01; or

         (f) to add any additional  Events of Default with respect to all or any
series of outstanding Securities; or

         (g) to provide collateral security for the Securities; or

         (h) to provide for the authentication and delivery of bearer securities
and coupons appertaining thereto representing  interest, if any, thereon and for
the procedures for the  registration,  exchange and replacement  thereof and for
the  giving of notice to, and the  solicitation  of the vote or consent  of, the
holders thereof, and for any other matters incidental thereto; or

         (i) to evidence and provide for the acceptance of appointment hereunder
by a separate or successor Trustee with respect to the Securities of one or more
series and to add to or change any of the  provisions of this Indenture as shall
be  necessary  to provide for or  facilitate  the  administration  of the trusts
hereunder  by more than one  Trustee,  pursuant to the  requirements  of Article
Seven; or

         (j) to  change  any  place or places  where  (1) the  principal  of and
premium, if any, and interest,  if any, on all or any series of Securities shall
be  payable,  (2)  all or any  series  of  Securities  may  be  surrendered  for
registration of transfer, (3) all or any series of Securities may be surrendered
for  exchange  and (4)  notices and demands to or upon the Company in respect of
all or any series of  Securities  and this  Indenture  may be served;  provided,
however,  that any such place  shall be located in New York,  New York or be the
principal office of the Company; or

         (k) to provide for the payment by the Company of additional  amounts in
respect of certain  taxes  imposed on certain  holders and for the  treatment of
such additional amounts as interest and for all matters incidental thereto; or

         (l) to provide for the issuance of Securities denominated in a currency
other than  Dollars or in a composite  currency  and for all matters  incidental
thereto.




                                       58
<PAGE>

         Without  limiting  the  generality  of  the  foregoing,  if  the  Trust
Indenture  Act as in effect at the date of the  execution  and  delivery of this
Indenture or at any time thereafter shall be amended and

                  (x) if any such amendment shall require one or more changes to
         any  provisions  hereof  or the  inclusion  herein  of  any  additional
         provisions,  or shall by  operation  of law be deemed  to  effect  such
         changes or incorporate such provisions by reference or otherwise,  this
         Indenture shall be deemed to have been amended so as to conform to such
         amendment to the Trust  Indenture  Act, and the Company and the Trustee
         may,  without  the  consent  of  any  Securityholders,   enter  into  a
         supplemental  indenture  hereto to effect or evidence  such  changes or
         additional provisions; or

                  (y) if any such amendment shall permit one or more changes to,
         or the elimination of, any provisions  hereof which, at the date of the
         execution and delivery hereof or at any time  thereafter,  are required
         by the Trust Indenture Act to be contained herein, this Indenture shall
         be deemed to have been amended to effect such  changes or  elimination,
         and the  Company  and the  Trustee  may,  without  the  consent  of any
         Securityholders,  enter into a supplemental  indenture hereto to effect
         such changes or elimination; or

                  (z)  if,  by  reason  of  any  such  amendment,  one  or  more
         provisions  which,  at the date of the execution and delivery hereof or
         at any time  thereafter,  are required by the Trust Indenture Act to be
         contained herein shall be deemed to be incorporated herein by reference
         or otherwise,  or otherwise made applicable hereto, and shall no longer
         be required to be  contained  herein,  the Company and the Trustee may,
         without the consent of any  Securityholders,  enter into a supplemental
         indenture hereto to effect the elimination of such provisions.

         The  Trustee  is  hereby  authorized  to join with the  Company  in the
execution  of  any  such  supplemental  indenture,   and  to  make  any  further
appropriate agreements and stipulations which may be therein contained,  but the
Trustee  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.



                                       59
<PAGE>

         Any supplemental indenture authorized by the provisions of this Section
may be  executed  by the  Company  and the  Trustee  without  the consent of the
holders of any of the Securities at the time outstanding, notwithstanding any of
the provisions of Section 9.02.

         SECTION 9.02. With the consent  (evidenced as provided in Section 8.01)
of the holders of not less than a majority in aggregate  principal amount of the
Securities of all series affected by such  supplemental  indenture or indentures
at the time outstanding  voting as one class, the Company,  when authorized by a
Board  Resolution,  and the  Trustee may from time to time and at any time enter
into an indenture or indentures  supplemental hereto (which shall conform to the
provisions  of the Trust  Indenture  Act as then in effect)  for the  purpose of
adding any  provisions  to or changing in any manner or  eliminating  any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any manner the rights of the holders of the Securities of such series under this
Indenture;  provided,  however,  that no such  supplemental  indenture shall (i)
extend the fixed  maturity date or dates of any  Securities of any series,  (ii)
extend the time of payment of  interest or on any sinking  fund  payment,  other
than  extensions  permitted  pursuant to Section 2.01,  (iii) reduce the rate of
interest on any Security,  (iv) reduce the  principal  amount due for payment on
any Security, (v) make the principal, premium, if any, or interest on a Security
payable in any coin or currency other than that provided in such Security,  (vi)
modify any redemption or repurchase right to the detriment of a  Securityholder,
(vii)  impair the right of any  Securityholder  to  institute  suit for payment,
(viii) reduce the aforesaid  percentage of Securities,  the holders of which are
required to consent to any such supplemental indenture, or reduce the percentage
of  Securities,  the  holders of which are  required  to waive any  covenant  or
default and its  consequences,  (ix) waive any past payment default,  (x) modify
any  provision  of Article  Fourteen in a manner  adverse to the holders or (xi)
modify any provision of Section 9.02, without the consent of the holders of each
Security then outstanding and affected thereby.

         Upon the  request of the  Company,  accompanied  by a Board  Resolution
authorizing  the  execution  of any such  supplemental  indenture,  and upon the
filing with the Trustee of evidence of the consent of  Securityholders  required
to consent thereto as aforesaid,  the Trustee shall join with the Company in the
execution of such  supplemental  indenture  unless such  supplemental  indenture
affects the Trustee's own rights,  duties or immunities  under this Indenture or
otherwise,  in which case the  Trustee may



                                       60
<PAGE>

in its discretion,  but shall not be obligated to, enter into such  supplemental
indenture.

         A  supplemental  indenture  that changes or eliminates  any covenant or
other  provision of this Indenture  that has expressly been included  solely for
the benefit of one or more particular series of Securities, or that modifies the
rights of holders of  Securities of such series with respect to such covenant or
other  provision,  shall be deemed not to affect the rights under this Indenture
of the holders of Securities of any other series.

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

         Promptly  after the  execution  by the  Company  and the Trustee of any
supplemental  indenture pursuant to the provisions of this Section,  the Trustee
shall transmit by mail, first class postage prepaid, a notice,  setting forth in
general   terms  the   substance  of  such   supplemental   indenture,   to  the
Securityholders  of all series  affected  thereby as their  names and  addresses
appear  upon the  Security  Register.  Any  failure of the  Trustee to mail such
notice, or any defect therein,  shall not, however,  in any way impair or affect
the validity of any such supplemental indenture.

         SECTION 9.03. Upon the execution of any supplemental indenture pursuant
to the  provisions of this Article or of Section 10.01,  this  Indenture  shall,
with  respect to such  series,  be and be deemed to be  modified  and amended in
accordance   therewith  and  the  respective  rights,   limitations  of  rights,
obligations,  duties and  immunities  under this  Indenture of the Trustee,  the
Company and the  holders of  Securities  of the series  affected  thereby  shall
thereafter  be  determined,  exercised  and  enforced  hereunder  subject in all
respects to such modifications and amendments,  and all the terms and conditions
of any such  supplemental  indenture  shall be and be  deemed  to be part of the
terms and conditions of this Indenture for any and all purposes.

         SECTION  9.04.  Securities  of any series,  affected by a  supplemental
indenture,  authenticated and delivered after the execution of such supplemental
indenture  pursuant to the  provisions of this  Article,  Article Two or Article
Seven or of Section 10.01,  may bear a notation in form approved by the Company,
provided such form meets the requirements of any exchange upon which such series
may be listed, as to any matter provided



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<PAGE>

for in such  supplemental  indenture.  If the Company  shall so  determine,  new
Securities of that series so modified as to conform, in the opinion of the Board
of  Directors,  to any  modification  of this  Indenture  contained  in any such
supplemental  indenture  may be prepared by the  Company,  authenticated  by the
Trustee  and  delivered  in  exchange  for the  Securities  of that  series then
outstanding.

         SECTION 9.05.  The Trustee,  subject to the provisions of Section 7.01,
shall be entitled to receive,  and shall be fully  protected in relying upon, an
Opinion  of Counsel  as  conclusive  evidence  that any  supplemental  indenture
executed  pursuant to this Article is  authorized  or permitted by, and conforms
to, the terms of this  Article and that it is proper for the  Trustee  under the
provisions of this Article to join in the execution thereof.


                                   ARTICLE TEN
                         CONSOLIDATION, MERGER AND SALE

         SECTION  10.01.  The Company  covenants  that it will not merge into or
consolidate  with  any  other  corporation  or  other  entity  (whether  or  not
affiliated  with the  Company) or sell,  convey,  transfer,  lease or  otherwise
dispose of all or substantially  all of its property to any other corporation or
other entity  (whether or not  affiliated  with the Company or its  successor or
successors),  unless (i) such other corporation or Person shall expressly assume
the due and  punctual  payment of the  principal  of, and  premium,  if any, and
interest on all the  Securities  of all series in  accordance  with the terms of
each series,  according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture with respect
to each series or  established  with respect to such series  pursuant to Section
2.01  to  be  kept  or  performed  by  the  Company  by  supplemental  indenture
satisfactory  to the  Trustee,  executed  and  delivered  to the Trustee by such
corporation or Person and (ii) immediately after giving effect to such merger or
consolidation, or such sale, conveyance, transfer or lease or other disposition,
no Default or Event of Default shall have occurred and be continuing. Any Person
may merge into or consolidate  with the Company provided that the Company is the
surviving corporation.

         SECTION  10.02.  (a)      In  case of any such  consolidation,  merger,
sale,  conveyance,  transfer or other disposition and upon the assumption by the
successor corporation, by supplemental indenture,  executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the due and punctual payment
of the



                                       62
<PAGE>

principal of and premium,  if any, and interest on all of the  Securities of all
series outstanding and the due and punctual  performance of all of the covenants
and conditions of this  Indenture or established  with respect to each series of
the  Securities  pursuant to Section 2.01 to be kept or performed by the Company
with respect to each series, such successor  corporation shall succeed to and be
substituted for the Company, with the same effect as if it had been named herein
as the party of the first part, and thereupon  (provided,  that in the case of a
lease,  the term of the lease is at least as long as the longest maturity of any
Securities  outstanding  at such  time)  the  predecessor  corporation  shall be
relieved  of  all  obligations  and  covenants  under  this  Indenture  and  the
Securities. Such successor corporation thereupon may cause to be signed, and may
issue  either  in its  own  name  or in the  name of the  Company  or any  other
predecessor  obligor on the  Securities,  any or all of the Securities  issuable
hereunder  which  theretofore  shall not have been  signed  by the  Company  and
delivered to the Trustee; and, upon the order of such successor company, instead
of the Company, and subject to all the terms, conditions and limitations in this
Indenture  prescribed,  the Trustee  shall  authenticate  and shall  deliver any
Securities which previously shall have been signed and delivered by the officers
of the predecessor Company to the Trustee for authentication, and any Securities
which  such  successor  corporation  thereafter  shall  cause to be  signed  and
delivered to the Trustee for that purpose. All the Securities so issued shall in
all respects  have the same legal rank and benefit  under this  Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture  as though all of such  Securities  had been issued at the date of the
execution hereof.

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

         (c) Nothing  contained in this  Indenture  or in any of the  Securities
shall  prevent the Company  from merging into itself or acquiring by purchase or
otherwise all or any part of the property of any other  corporation  (whether or
not affiliated with the Company).

         SECTION 10.03. The Trustee,  subject to the provisions of Section 7.01,
shall receive an Officers'  Certificate  and an Opinion of Counsel as conclusive
evidence that any such  consolidation,  merger,  sale,  conveyance,  transfer or
other



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<PAGE>

disposition,  and any  such  assumption,  comply  with  the  provisions  of this
Article.


                                 ARTICLE ELEVEN
                    SATISFACTION AND DISCHARGE OF INDENTURE;
                                UNCLAIMED MONIES

         SECTION  11.01.  Securities  of a series may be defeased in  accordance
with  their  terms and,  unless  the  Company  Order or  supplemental  indenture
establishing the series otherwise provides, in accordance with this Article.

         The  Company  at any  time  may  terminate  as to a  series  all of its
obligations  for such series under this  Indenture,  including under Article 14,
("legal  defeasance  option").  The  Company at any time may  terminate  as to a
series its obligations, if any, under any restrictive covenant,  including under
Section 4.05, Article 10 and Article 14, which may be applicable to a particular
series  ("covenant  defeasance  option").  However,  in the  case  of the  legal
defeasance option, the Company's obligations in Sections 2.05, 2.07, 4.02, 7.06,
7.10 and 11.04 shall  survive  until the  Securities of the series are no longer
outstanding;  thereafter the Company's  obligations  in Sections 7.06,  7.10 and
11.04 shall survive.

         The Company may exercise its legal  defeasance  option  notwithstanding
its prior exercise of its covenant  defeasance  option. If the Company exercises
its legal defeasance option, a series may not be accelerated because of an Event
of Default.  If the Company exercises its covenant  defeasance  option, a series
may not be  accelerated  by reference to any  restrictive  covenant which may be
applicable to a particular series so defeased under the terms of the series.

         The Company may exercise as to a series its legal defeasance  option or
its covenant defeasance option if:

                  (1) The Company irrevocably deposits in trust with the Trustee
         or another trustee (x) money in an amount which shall be sufficient; or
         (y)  Eligible  Obligations  the  principal of and the interest on which
         when due, without regard to reinvestment  thereof, will provide moneys,
         which,  together  with  the  money,  if any,  deposited  or held by the
         Trustee or such other trustee, shall be sufficient,  as demonstrated by
         evidence in form and substance reasonably acceptable to the Trustee; or
         (z) a  combination  of money and  Eligible



                                       64
<PAGE>

         Obligations  which shall be sufficient,  as demonstrated by evidence in
         form and substance  reasonably  acceptable  to the Trustee,  to pay the
         principal of and  premium,  if any,  and  interest,  if any, due and to
         become due on such Securities on or prior to maturity; and

                  (2) the Company  delivers to the Trustee an Opinion of Counsel
         to the effect  that  holders of the series will not  recognize  income,
         gain or loss  for  Federal  income  tax  purposes  as a  result  of the
         defeasance  but will  realize  income  gain or loss on the  Securities,
         including payments of interest thereon,  in the same amounts and in the
         same  manner  and at the same time as would  have been the case if such
         defeasance had not occurred and which, in the case of legal defeasance,
         shall be (x)  accompanied by a ruling of the Internal  Revenue  Service
         issued to the  Company or (y) based on a change in  Federal  income tax
         law or regulation occurring after the date hereof.

         In the event the  Company  exercises  its  option to effect a  covenant
defeasance  with respect to the Securities of any series as described  above and
the Securities of that series are thereafter declared due and payable because of
the occurrence of any Event of Default other than the Event of Default caused by
failing to comply with the covenants which are defeased, the amount of money and
securities  on deposit with the Trustee may not be sufficient to pay amounts due
on the Securities of that series at the time of the acceleration  resulting from
such  Event of  Default.  However,  the  Company  shall  remain  liable for such
payments.

         SECTION 11.02.  All monies or Eligible  Obligations  deposited with the
Trustee  pursuant to Sections 11.01 or 11.02 shall be held in trust and shall be
available  for  payment as due,  either  directly  or through  any paying  agent
(including the Company  acting as its own paying  agent),  to the holders of the
particular  series of  Securities  for the payment or  redemption  of which such
monies or Eligible Obligations have been deposited with the Trustee.

         SECTION 11.03.  In connection  with the  satisfaction  and discharge of
this Indenture all monies or Eligible  Obligations then held by any paying agent
under the provisions of this  Indenture  shall,  upon demand of the Company,  be
paid to the Trustee and  thereupon  such paying agent shall be released from all
further liability with respect to such monies or Eligible Obligations.





                                       65
<PAGE>

         SECTION 11.04.  Any monies or Eligible  Obligations  deposited with any
paying agent or the Trustee,  or then held by the Company,  in trust for payment
of principal of or premium or interest on the Securities of a particular  series
that are not applied but remain  unclaimed by the holders of such Securities for
at least two years after the date upon which the principal of (and  premium,  if
any) or  interest  on such  Securities  shall have  respectively  become due and
payable,  upon the written request of the Company and unless otherwise  required
by mandatory provisions of applicable escheat or abandoned or unclaimed property
law,  shall be repaid to the Company on October 31 of each year or (if then held
by the Company)  shall be discharged  from such trust;  and thereupon the paying
agent and the Trustee shall be released from all further  liability with respect
to such monies or Eligible Obligations,  and the holder of any of the Securities
entitled to receive  such payment  shall  thereafter,  as an  unsecured  general
creditor, look only to the Company for the payment thereof.


                                 ARTICLE TWELVE
                IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                  AND DIRECTORS

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



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<PAGE>

Indenture or in any of the Securities or implied therefrom, are hereby expressly
waived and released as a condition of, and as a consideration for, the execution
of this Indenture and the issuance of such Securities.


                                ARTICLE THIRTEEN
                            MISCELLANEOUS PROVISIONS

         SECTION 13.01. All the covenants, stipulations, promises and agreements
in this  Indenture  contained  by or on behalf  of the  Company  shall  bind its
successors and assigns, whether so expressed or not.

         SECTION 13.02. Any act or proceeding by any provision of this Indenture
authorized  or  required  to be done or  performed  by any board,  committee  or
officer of the Company shall and may be done and  performed  with like force and
effect by the corresponding board,  committee or officer of any corporation that
shall at the time be the lawful sole successor of the Company.

         SECTION  13.03.  The  Company  by  instrument  in writing  executed  by
authority of  two-thirds  of its Board of Directors and delivered to the Trustee
may surrender any of the powers reserved to the Company under this Indenture and
thereupon such power so surrendered  shall  terminate both as to the Company and
as to any successor corporation.

         SECTION 13.04. Except as otherwise expressly provided herein any notice
or demand which by any  provision of this  Indenture is required or permitted to
be given or served by the Trustee or by the holders of  Securities  to or on the
Company may be given or served by being deposited first class postage prepaid in
a post office letter box addressed (until another address is filed in writing by
the Company with the Trustee), as follows: General Electric Company, 3135 Easton
Turnpike, Fairfield,  Connecticut 06828, Attention: Treasurer or by facsimile at
(203) 585-1191 Attention:  Treasurer. Any notice, election, request or demand by
the Company or any Securityholder to or upon the Trustee shall be deemed to have
been sufficiently  given or made, for all purposes,  if given or made in writing
at the Corporate Trust Office of the Trustee.

         SECTION 13.05. This Indenture and each Security shall be deemed to be a
contract  made  under the laws of the State of New  York,  and for all  purposes
shall be construed in accordance with the laws of said State,  without regard to
conflicts of laws provisions thereof.



                                       67
<PAGE>

         SECTION 13.06.  (a)      Upon  any application or demand by the Company
to the Trustee to take any action under any of the provisions of this Indenture,
the Company shall furnish to the Trustee an Officers'  Certificate  stating that
all conditions precedent provided for in this Indenture relating to the proposed
action have been  complied  with and an Opinion of Counsel  stating  that in the
opinion of such counsel all such  conditions  precedent have been complied with,
except  that in the case of any  such  application  or  demand  as to which  the
furnishing of such documents is  specifically  required by any provision of this
Indenture  relating to such  particular  application  or demand,  no  additional
certificate or opinion need be furnished.

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

         SECTION 13.07.  Except as provided pursuant to Section 2.01 pursuant to
a Company Order, or established in one or more  indentures  supplemental to this
Indenture,  in any case where the date of maturity of  principal  or an Interest
Payment Date of any Security or the date of redemption, purchase or repayment of
any  Security  shall not be a Business Day then payment of interest or principal
(and premium,  if any) may be made on the next succeeding  Business Day with the
same force and effect as if made on the nominal date of maturity or  redemption,
and no interest shall accrue for the period after such nominal date.

         SECTION  13.08.  If  and to the  extent  that  any  provision  of  this
Indenture  limits,  qualifies or conflicts  with the duties imposed by the Trust
Indenture Act, such imposed duties shall control.


                                       68
<PAGE>

         SECTION  13.09.  This  Indenture  may  be  executed  in any  number  of
counterparts,  each of which shall be an original;  but such counterparts  shall
together constitute but one and the same instrument.

         SECTION 13.10.  In case any one or more of the provisions  contained in
this  Indenture or in the  Securities of any series shall for any reason be held
to be  invalid,  illegal  or  unenforceable  in any  respect,  such  invalidity,
illegality  or  unenforceability  shall not affect any other  provisions of this
Indenture or of such Securities, but this Indenture and such Securities shall be
construed as if such  invalid or illegal or  unenforceable  provision  had never
been contained herein or therein.

         SECTION  13.11.  The Company will have the right at all times to assign
any of its rights or  obligations  under the  Indenture  to a direct or indirect
wholly owned subsidiary of the Company;  provided that, in the event of any such
assignment, the Company will remain liable for all such obligations.  Subject to
the  foregoing,  this Indenture is binding upon and inures to the benefit of the
parties thereto and their respective  successors and assigns. This Indenture may
not otherwise be assigned by the parties thereto.

         SECTION 13.12.  The Article and Section  Headings in this Indenture and
the  Table of  Contents  are for  convenience  only and  shall  not  affect  the
construction hereof.

         SECTION 13.13.  Whenever this Indenture  provides for any action by, or
the determination of any rights of, holders of Securities of any series in which
not all of such Securities are denominated in the same currency,  in the absence
of any  provision  to the  contrary in the form of  Security  of any  particular
series,  any amount in respect of any Security  denominated  in a currency other
than Dollars shall be treated for any such action or  determination of rights as
that amount of Dollars that could be obtained for such amount on such reasonable
basis of exchange and as of the record date with respect to  Securities  of such
series (if any) for such action or  determination  of rights (or, if there shall
be no applicable  record date, such other date reasonably  proximate to the date
of such  action or  determination  of rights) as the  Company  may  specify in a
written notice to the Trustee or, in the absence of such written notice,  as the
Trustee may determine.



                                       69
<PAGE>


                                ARTICLE FOURTEEN
                           SUBORDINATION OF SECURITIES

         SECTION   14.01.   The  Company   covenants   and   agrees,   and  each
Securityholder issued hereunder by his acceptance thereof likewise covenants and
agrees,  that all  Securities  shall be issued subject to the provisions of this
Article 14; and each person holding any Security, whether upon original issue or
upon transfer,  assignment or exchange thereof accepts and agrees to be bound by
such provisions.

         The payment by the Company of the  principal  of,  premium,  if any and
interest on all  Securities  issued  hereunder  shall,  to the extent and in the
manner  hereinafter set forth, be subordinated and junior in right of payment to
all Senior Debt, whether outstanding at the date of this Indenture or thereafter
incurred.

         No  provision of this Article 14 shall  prevent the  occurrence  of any
Default or Event of Default hereunder.

         SECTION 14.02. 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 Debt,  or in the event that the maturity of any Senior
Debt 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  premium,  if any, or  interest  on the  Securities  until such
default shall have been cured or waived in writing or shall have ceased to exist
or such Senior Debt shall have been discharged or paid in full.

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

         In the event that,  notwithstanding the foregoing, any payment shall be
received by the Trustee or any Securityholder when such payment is prohibited by
the preceding  paragraphs of this Section  14.02,  such payment shall be held in
trust for the benefit of, and shall be paid over or delivered to, the holders of
Senior Debt or their respective  representatives,  or to the trustee or trustees
under any  indenture  pursuant  to which any of such  Senior  Debt may have been
issued, as their respective interests may appear.



                                       70
<PAGE>

         SECTION  14.03.  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  liquidation,   dissolution,  winding  up,
receivership,   reorganization,   assignment   for  the  benefit  of  creditors,
marshaling of assets and  liabilities or any  bankruptcy,  insolvency or similar
proceedings  of the  Company,  all  amounts due or to become due upon all Senior
Debt  shall  first  be paid in full,  in cash or cash  equivalents,  or  payment
thereof provided for in accordance with its terms, before any payment is made on
account of the principal of,  premium,  if any, or interest on the  indebtedness
evidenced by the Securities, and upon any such liquidation, dissolution, winding
up,  receivership,  reorganization,  assignment,  marshaling or proceeding,  any
payment  or  distribution  of assets of the  Company  of any kind or  character,
whether in cash,  property or securities,  to which the  Securityholders  or the
Trustee under this Indenture would be entitled except for the provisions of this
Article  14,  shall  be paid  by the  Company  or by any  receiver,  trustee  in
bankruptcy,  liquidating  trustee,  agent or other Person making such payment or
distribution,  or by the  Securityholders or by the Trustee under this Indenture
if received  by them or it,  directly to the holders of Senior Debt (pro rata to
such holders on the basis of the respective  amounts of Senior Debt held by such
holders)  or their  respective  representatives,  or to the  trustee or trustees
under any indenture  pursuant to which any  instruments  evidencing  any of such
Senior Debt may have been issued,  as their respective  interests may appear, to
the  extent  necessary  to pay  all  Senior  Debt in  full  (including,  without
limitation,  except to the extent, if any, prohibited by mandatory provisions of
law,  post-petition  interest, in any such proceedings),  after giving effect to
any  concurrent  payment or  distribution  to or for the holders of Senior Debt,
before any payment or  distribution  is made to the holders of the  indebtedness
evidenced by the Securities or to the Trustee under this Indenture.

         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 under this Indenture or the holders of the Securities  before all Senior
Debt is paid in full or provision is made for such  payment 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 Debt or
their  respective



                                       71
<PAGE>

representatives,  or to the trustee or trustees under any indenture  pursuant to
which any  instruments  evidencing any of such Senior Debt may have been issued,
as their respective  interests may appear, for application to the payment of all
Senior Debt remaining  unpaid until all such Senior Debt shall have been paid in
full in accordance with its terms, after giving effect to any concurrent payment
or distribution to or for the holders of such Senior Debt.

         For  purposes  of  this  Article  14,  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  arrangement,  reorganization  or  readjustment,  the
payment  of which is  subordinated  (at  least to the  extent  provided  in this
Article 14 with  respect to the  Securities)  to the  payment of all Senior Debt
which may at the time be  outstanding;  PROVIDED,  that (i) the  Senior  Debt is
assumed by the new  corporation,  if any,  resulting from any such  arrangement,
reorganization or readjustment, and (ii) the rights of the holders of the Senior
Debt are not, without the consent of such holders,  altered by such arrangement,
reorganization  or readjustment.  The  consolidation of the Company with, or the
merger  of  the  Company  into,  another   corporation  or  the  liquidation  or
dissolution of the Company  following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another corporation upon the
terms and  conditions  provided in Article 10 shall not be deemed a dissolution,
winding-up,  liquidation or  reorganization  for the purposes of this Section if
such other Person shall, as a part of such consolidation,  merger, conveyance or
transfer,  comply with the  conditions  stated in Article 10. Nothing in Section
14.02 or this  Section  14.03  shall  apply to claims  of, or  payments  to, the
Trustee under or pursuant to Article 7, except as provided therein. This Section
shall be subject to the further provisions of Section 14.06.

         SECTION  14.04.  Subject to the payment in full of all Senior Debt, the
rights of the holders of the Securities shall be subrogated to the rights of the
holders of Senior Debt to receive payments or distributions of cash, property or
securities of the Company  applicable to the Senior Debt until the principal of,
premium,  if any, and interest on the Securities shall be paid in full; and, for
the purposes of such subrogation, no payments or distributions to the holders of
the Senior Debt of any cash,  property or securities to which the holders of the
Securities  or the  Trustee on their  behalf  would be  entitled  except for the
provisions of this Article 14 and no payment ever pursuant to the  provisions of
this  Article 14 to the holders of Senior Debt by holders of the  Securities  or
the Trustee on their behalf shall,  as between the Company,  its



                                       72
<PAGE>

creditors  other than holders of Senior Debt and the holders of the  Securities,
be deemed to be a payment by the  Company  to or on account of the Senior  Debt;
and no payments or distributions  of cash,  property or securities to or for the
benefit of the  Securityholders  pursuant to the subrogation  provisions of this
Article,  which  would  otherwise  have been paid to the  holders of Senior Debt
shall be deemed to be a payment  by the  Company  to or for the  account  of the
Securities.  It is understood that the provisions of this Article 14 are and are
intended  solely for the purpose of defining the relative  rights of the holders
of the  Securities,  on the one hand, and the holders of the Senior Debt, on the
other hand.

         Nothing  contained in this Article 14 or elsewhere in this Indenture or
in the  Securities is intended to or shall impair,  as between the Company,  its
creditors  other  than the  holders  of  Senior  Debt,  and the  holders  of the
Securities,  the obligation of the Company, which is absolute and unconditional,
to pay to the holders of the  Securities  the  principal,  premium,  if any, and
interest on the  Securities 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 of the  Securities and creditors of the Company other than
the holders of the Senior Debt, nor shall anything herein or therein prevent the
holder of any Security or the Trustee on his behalf from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights,  if any,  under this  Article 14 of the holders of Senior Debt in
respect  of cash,  property  or  securities  of the  Company  received  upon the
exercise of any such remedy.

         Upon any payment or distribution  of assets of the Company  referred to
in this Article 14, the Trustee, subject to the provisions of Article 7, and the
holders of the  Securities  shall be  entitled  to rely upon any order or decree
made  by  any  court  of  competent  jurisdiction  in  which  such  liquidation,
dissolution, winding up, receivership,  reorganization, assignment or marshaling
proceedings  are  pending,  or  a  certificate  of  the  receiver,   trustee  in
bankruptcy,  liquidating  trustee,  agent or other person making such payment or
distribution,  delivered to the Trustee or to the holders of the Securities, for
the  purpose  of  ascertaining  the  persons  entitled  to  participate  in such
distribution,  the  holders of the  Senior  Debt and other  indebtedness  of the
Company,  the amount thereof or payable  thereon,  the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 14.

         SECTION  14.05.  Each  holder of a Security by his  acceptance  thereof
authorizes  and  directs the Trustee in his behalf to take



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such action as may be necessary or appropriate  to effectuate the  subordination
provided in this Article 14 and appoints  the Trustee his  attorney-in-fact  for
any and all such purposes.

         SECTION  14.06.  The Company  shall give prompt  written  notice to the
Trustee  and to any paying  agent of any fact known to the  Company  which would
prohibit  the making of any payment of moneys to or by the Trustee or any paying
agent in respect of the  Securities  pursuant to the  provisions of this Article
14.  Regardless  of anything to the  contrary  contained  in this  Article 14 or
elsewhere in this Indenture,  the Trustee shall not be charged with knowledge of
the  existence  of any Senior  Debt or of any  default or event of default  with
respect to any Senior Debt or of any other facts which would prohibit the making
of any  payment of moneys to or by the  Trustee,  unless  and until the  Trustee
shall have received notice in writing at its principal Corporate Trust Office to
that effect  signed by an officer of the  Company,  or by a holder or agent of a
holder of Senior Debt who shall have been  certified by the Company or otherwise
established to the reasonable  satisfaction  of the Trustee to be such holder or
agent, or by the trustee under any indenture pursuant to which Senior Debt shall
be  outstanding,  and,  prior to the  receipt of any such  written  notice,  the
Trustee  shall,  subject to the  provisions  of Article 7, be entitled to assume
that no such facts exist;  PROVIDED,  HOWEVER,  that if on a date at least three
Business  Days prior to the date upon which by the terms  hereof any such moneys
shall become payable for any purpose (including, without limitation, the payment
of the  principal  of, or interest on any  Security)  the Trustee shall not have
received  with  respect to such moneys the notice  provided  for in this Section
14.06,  then,  regardless of anything herein to the contrary,  the Trustee shall
have full power and  authority  to receive  such moneys and to apply the same to
the  purpose  for which they were  received,  and shall not be  affected  by any
notice to the contrary which may be received by it on or after such prior date.

         The Trustee 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
Debt (or a trustee on behalf of such holder) to  establish  that such notice has
been given by a holder of Senior Debt or a trustee on behalf of any such holder.
In the event that the Trustee  determines in good faith that further evidence is
required  with  respect to the right of any Person as a holder of Senior Debt to
participate  in any payment or  distribution  pursuant  to this  Article 14, the
Trustee  may  request  such  Person  to  furnish   evidence  to  the  reasonable
satisfaction of the Trustee as to the amount of Senior Debt held by such Person,


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<PAGE>

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 14, 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 14.07.  The Trustee and any agent of the Company or the Trustee
shall be entitled to all the rights set forth in this Article 14 with respect to
any  Senior  Debt which may at any time be held by it in its  individual  or any
other capacity to the same extent as any other holder of Senior Debt and nothing
in this  Indenture  shall  deprive the Trustee or any such agent,  of any of its
rights as such  holder.  Nothing in this Article 14 shall apply to claims of, or
payments to, the Trustee under or pursuant to Article 7.

         With respect to the holders of Senior Debt,  the Trustee  undertakes to
perform  or to  observe  only  such  of its  covenants  and  obligations  as are
specifically  set  forth  in  this  Article  14,  and no  implied  covenants  or
obligations  with  respect to the holders of Senior Debt shall be read into this
Indenture  against  the  Trustee.  The  Trustee  shall  not be deemed to owe any
fiduciary  duty to the holders of Senior Debt and,  subject to the provisions of
Article 7, the  Trustee  shall not be liable to any holder of Senior  Debt if it
shall pay over or deliver to holders  of  Securities,  the  Company or any other
person  moneys or assets to which any holder of Senior Debt shall be entitled by
virtue of this Article 14 or otherwise.

         SECTION  14.08.  No right of any present or future holder of any Senior
Debt 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 with the terms,  provisions  and covenants of this
Indenture, regardless of any knowledge thereof which 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  Debt may, at any time and from time to time,  without the
consent of or notice to the Trustee or the  Securityholders,  without  incurring
responsibility  to the  Securityholders  and without  impairing or releasing the
subordination  provided in this Article 14 or the  obligations  hereunder of the
holders of the Securities to the holders of such Senior Debt, do any one or more
of the following: (i) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter,  such Senior Debt, or otherwise  amend or
supplement in any manner such Senior Debt or any instrument



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<PAGE>

evidencing  the  same  or  any  agreement   under  which  such  Senior  Debt  is
outstanding;  (ii) sell,  exchange,  release or otherwise deal with any property
pledged,  mortgaged or otherwise  securing  such Senior Debt;  (iii) release any
Person  liable in any manner for the  collection  of such Senior Debt;  and (iv)
exercise or refrain from exercising any rights against the Company,  as the case
may be, and any other Person.

         SECTION  14.09.  In case at any time any  paying  agent  other than the
Trustee shall have been  appointed by the Company and be then acting  hereunder,
the term  "Trustee"  as used in this  Article 14 shall in such case  (unless the
context  otherwise  requires) be construed  as extending to and  including  such
paying agent within its meaning as fully for all intents and purposes as if such
paying  agent were named in this  Article 14 in  addition  to or in place of the
Trustee.

         SECTION  14.10.   Notwithstanding  anything  contained  herein  to  the
contrary,  payments from money or the proceeds of Governmental  Obligations held
in trust under Section 11.02 of this Indenture by the Trustee for the payment of
principal of and interest on the  Securities  shall not be  subordinated  to the
prior  payment of any Senior  Debt or subject to the  restrictions  set forth in
this Article 14, and none of the Securityholders  shall be obligated to pay over
any such  amount  to the  Company  or any  holder  of  Senior  Debt or any other
creditor of the Company.

         The Bank of New York,  as  Trustee,  hereby  accepts the trusts in this
Indenture declared and provided,  upon the terms and conditions  hereinabove set
forth.





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<PAGE>


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

                                  GENERAL ELECTRIC COMPANY


                                  By_______________________
                                    Name:
                                    Title:



                                           THE BANK OF NEW YORK,
                                                    as Trustee


                                           By________________________
                                             Name:
                                             Title:




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