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                                  CINERGY CORP.
                                                    as Issuer



                                       TO



                                FIFTH THIRD BANK
                                                    Trustee






                                    Indenture







                          Dated as of December 16, 1998



                                  $200,000,000



                            6.53% Debentures due 2008




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<PAGE>



                         ...............................

<TABLE>
<CAPTION>

                 Certain Sections of this Indenture relating to
                         Sections 310 through 318 of the
                          Trust Indenture Act of 1939:


<S>                                                                                           <C>   
Trust Indenture                                                                                    Indenture
  Act Section                                                                                      Section  

ss. 310(a)(1)............................................................................................609
       (a)(2)............................................................................................609
       (a)(3).................................................................................Not Applicable
       (a)(4).................................................................................Not Applicable
       (b)...............................................................................................608
ss. 311(a)...............................................................................................613
       (b)...............................................................................................613
ss. 312(a)...............................................................................................701
       (b)............................................................................................702(b)
       (c)............................................................................................702(c)
ss. 313(a)............................................................................................703(a)
       (b)............................................................................................703(a)
       (c)............................................................................................703(a)
       (d)............................................................................................703(b)
ss. 314(a)...............................................................................................704
       (b)....................................................................................Not Applicable
       (c)(1)............................................................................................102
       (c)(2)............................................................................................102
       (c)(3).................................................................................Not Applicable
       (d)....................................................................................Not Applicable
       (e)...............................................................................................514
ss. 315(a)...............................................................................................601
       (b)...............................................................................................602
       (c)...............................................................................................601
       (d)...............................................................................................601
       (e)...............................................................................................514
ss. 316(a)(1)(A).........................................................................................512
       (a)(1)(B).........................................................................................513
       (a)(2).................................................................................Not Applicable
       (b)...............................................................................................508
       (c)............................................................................................104(c)
ss. 317(a)(1)............................................................................................503
       (a)(2)............................................................................................504
       (b)..............................................................................................1003
ss. 318(a)...............................................................................................107

</TABLE>




<PAGE>

<TABLE>
<CAPTION>


                                              TABLE OF CONTENTS

                                                 ARTICLE ONE

                                      Definitions and Other Provisions
                                             of General Application
<S>                                                                                                       <C>  
Section 101.  Definitions................................................................................  1
Section 102.  Compliance Certificates and Opinions.......................................................  8
Section 103.  Form of Documents Delivered to Trustee.....................................................  8
Section 104.  Acts of Holders; Record Dates..............................................................  9
Section 105.  Notices, Etc., to Trustee and Company.....................................................  10
Section 106.  Notice to Holders; Waiver.................................................................  10
Section 107.  Conflict with Trust Indenture Act.......................................................... 10
Section 108.  Effect of Headings and Table of Contents................................................... 10
Section 109.  Successors and Assigns..................................................................... 11
Section 110.  Separability Clause........................................................................ 11
Section 111.  Benefits of Indenture...................................................................... 11
Section 112.  Governing Law.............................................................................. 11
Section 113.  Legal Holidays............................................................................. 11
Section 114.  Certain Matters Relating to Currencies..................................................... 11
Section 115.  Immunity of Incorporators, Stockholders, Officers and Directors............................ 11
Section 116.  Counterparts............................................................................... 12
Section 117.  Assignment to Affiliate.................................................................... 12

                                                 ARTICLE TWO

                                               The Debentures

Section 201.  Form, Denominations and Terms.............................................................. 12
Section 202.  Execution, Authentication, Delivery and Dating............................................. 13
Section 203.  Temporary Debentures....................................................................... 14
Section 204.  Debenture Registrar and Paying Agent....................................................... 14
Section 205.  Replacement Debentures..................................................................... 14
Section 206.  Transfer and Exchange of Debentures........................................................ 15
Section 207.  Payment of Interest; Interest Rights Preserved............................................. 26
Section 208.  Persons Deemed Owners...................................................................... 26
Section 209.  Cancellation............................................................................... 27
Section 210.  Computation of Interest.................................................................... 27
Section 211.  CUSIP Numbers.............................................................................. 27

                                                ARTICLE THREE

                                          Redemption of Debentures

Section 301.  Redemption................................................................................. 28
Section 302.  Selection by Trustee of Debentures to Be Redeemed.......................................... 29
Section 303.  Notice of Redemption....................................................................... 30
Section 304.  Deposit of Redemption Price................................................................ 30
Section 305.  Debentures Payable on Redemption Date...................................................... 30
Section 306.  Debentures Redeemed in Part................................................................ 31

                                                ARTICLE FOUR

                                         Satisfaction and Discharge

Section 401.  Satisfaction and Discharge of Indenture.................................................... 31
Section 402.  Application of Trust Money................................................................. 32

                                                ARTICLE FIVE

                                                  Remedies

Section 501.  Events of Default.......................................................................... 32
Section 502.  Acceleration of Maturity; Rescission and Annulment......................................... 33
Section 503.  Collection of Indebtedness and Suits for Enforcement by Trustee............................ 34
Section 504.  Trustee May File Proofs of Claim........................................................... 34
Section 505.  Trustee May Enforce Claims Without Possession of Debentures................................ 35
Section 506.  Application of Money Collected............................................................. 35
Section 507.  Limitation on Suits........................................................................ 35
Section 508.  Unconditional Right of Holders to Receive Principal, Premium and
                         Interest........................................................................ 36
Section 509.  Restoration of Rights and Remedies......................................................... 36
Section 510.  Rights and Remedies Cumulative............................................................. 36
Section 511.  Delay or Omission Not Waiver............................................................... 36
Section 512.  Control by Holders......................................................................... 36
Section 513.  Waiver of Past Defaults.................................................................... 37
Section 514.  Undertaking for Costs...................................................................... 37
Section 515.  Waiver of Stay or Extension Laws........................................................... 37

                                                 ARTICLE SIX

                                                 The Trustee

Section 601.  Certain Duties and Responsibilities........................................................ 37
Section 602.  Notice of Defaults......................................................................... 38
Section 603.  Certain Rights of Trustee.................................................................. 38
Section 604.  Not Responsible for Recitals............................................................... 39
Section 605.  May Hold Debentures........................................................................ 39
Section 606.  Money Held in Trust........................................................................ 39
Section 607.  Compensation and Reimbursement............................................................. 39
Section 608.  Disqualification; Conflicting Interests.................................................... 40
Section 609.  Corporate Trustee Required; Eligibility.................................................... 40
Section 610.  Resignation and Removal; Appointment of Successor.......................................... 40
Section 611.  Acceptance of Appointment by Successor..................................................... 41
Section 612.  Merger, Conversion, Consolidation or Successor to Business................................. 41
Section 613.  Preferential Collection of Claims Against Company.......................................... 42

                                                ARTICLE SEVEN

                              Holders' Lists and Reports by Trustee and Company

Section 701.  Company to Furnish Trustee Names and Addresses of Holders.................................. 42
Section 702.  Preservation of Information; Communications to Holders..................................... 42
Section 703.  Reports by Trustee......................................................................... 43
Section 704.  Reports by Company......................................................................... 43

                                                ARTICLE EIGHT

                                       Consolidation, Merger and Sale

Section 801.  Consolidations and Mergers Permitted....................................................... 43
Section 802.  Rights and Duties of Successor Company..................................................... 44
Section 803.  Opinion of Counsel......................................................................... 44

                                                ARTICLE NINE

                                           Supplemental Indentures

Section 901.  Supplemental Indentures Without Consent of Holders......................................... 44
Section 902.  Supplemental Indentures with Consent of Holders............................................ 45
Section 903.  Execution of Supplemental Indentures....................................................... 45
Section 904.  Effect of Supplemental Indentures.......................................................... 46
Section 905.  Conformity with Trust Indenture Act........................................................ 46
Section 906.  Reference in Debentures to Supplemental Indentures......................................... 46

                                                 ARTICLE TEN

                                                  Covenants

Section 1001.  Payment of Principal, Premium and Interest................................................ 46
Section 1002.  Maintenance of Office or Agency........................................................... 46
Section 1003.  Money for Debentures Payments to Be Held in Trust......................................... 47
Section 1004.  Statement by Officers as to Default....................................................... 47
Section 1005.  Existence................................................................................. 48
Section 1006.  Maintenance of Properties................................................................. 48
Section 1007.  Payment of Taxes and Other Claims......................................................... 48
Section 1008.  Book-Entry System......................................................................... 48
Section 1009.  Liens..................................................................................... 48
Section 1010.  Limitation on Sale and Lease-Back Transactions............................................ 50
Section 1011.  Waiver of Certain Covenants............................................................... 50


                                               ARTICLE ELEVEN

                                     Defeasance and Covenant Defeasance

Section 1101.  Company's Option to Effect Defeasance or Covenant Defeasance.............................. 51
Section 1102.  Defeasance and Discharge.................................................................. 51
Section 1103.  Covenant Defeasance....................................................................... 51
Section 1104.  Conditions to Defeasance or Covenant Defeasance........................................... 52
Section 1105.  Deposited Money and U.S. Government Obligations to Be Held in
                    Trust; Miscellaneous Provisions...................................................... 53
Section 1106.  Reinstatement............................................................................. 54

Testimonium    .......................................................................................... 55
Signatures     .......................................................................................... 55
</TABLE>




                                    EXHIBITS


EXHIBIT A - FORM OF DEBENTURE

EXHIBIT B - FORM OF CERTIFICATE OF TRANSFER

EXHIBIT C - FORM OF CERTIFICATE OF EXCHANGE




Note: This table of contents shall not, for any purpose,  be deemed to be a part
of the Indenture.

                                                  


<PAGE>


     INDENTURE, dated as of December 16, 1998, between CINERGY CORP., a Delaware
corporation,  as Issuer  (herein  called the  "Company"),  having its  principal
office at 139 East Fourth Street, Cincinnati,  Ohio 45202, and FIFTH THIRD BANK,
a banking  corporation  duly  organized  under the laws of the State of Ohio, as
Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

     The  Company  has duly  authorized  the  creation  of an issue of its 6.53%
Debentures  Due 2008  (herein  called  the  "Debentures,"  which  term  includes
Exchange  Debentures as defined in Section 101) of  substantially  the tenor and
amount  hereinafter  set forth,  and to provide  therefor  the  Company has duly
authorized the execution and delivery of this Indenture.

     All things  necessary to make the Debentures,  when executed by the Company
and  authenticated and delivered  hereunder and duly issued by the Company,  the
valid  obligations of the Company,  and to make this Indenture a valid agreement
of the Company, in accordance with their terms and its terms, have been done.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                             ARTICLE ONE ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

Section 101. DefinitionsSection 101. Definitions.

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

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

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

          (3) all  accounting  terms  not  otherwise  defined  herein  have  the
     meanings assigned to them in accordance with GAAP; and

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

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

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

     "Agent" means any Debenture Registrar, Paying Agent or co-registrar.

     "Applicable  Procedures" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Debenture, the rules and procedures of
the Depositary, Euroclear and Cedel that apply to such transfer or exchange.

     "Attributable  Debt"  means,  with  respect  to  any  particular  Sale  and
Lease-Back  Transaction,  at  the  time  of  determination,  the  present  value
(discounted at the rate of interest  implicit in such transaction  determined in
accordance with generally accepted  accounting  principles) of the obligation of
the lessee  for net  rental  payments  during  the  remaining  term of the lease
included in such Sale and Lease-Back Transaction (including any period for which
such lease has been extended or may, at the option of the lessor, be extended).

     "Board of Directors" means, with respect to any Person, either the board of
directors of such Person or any duly  authorized  committee of that board or any
Person duly authorized to act on behalf of that board.

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

     "Business Day" means each Monday, Tuesday,  Wednesday,  Thursday and Friday
which is not a day on  which  banking  institutions  in The City of New York are
authorized or obligated by law, regulation or executive order to close.

     "Cedel" means Cedel Bank, societe anonyme.

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

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

     "Company  Request"  or  "Company  Order"  means a written  request or order
signed in the name of the Company  either by (i) its Chairman of the Board,  its
Vice Chairman,  its President,  a Vice  President,  its Treasurer,  an Assistant
Treasurer,  its  Secretary  or an  Assistant  Secretary,  and  delivered  to the
Trustee, or (ii) any Person or Persons designated in a Board Resolution, or in a
Company  Order  previously  delivered  to  the  Trustee  signed  by  any  of the
foregoing, and delivered to the Trustee.

     "Consolidated Net Tangible Assets" means the total of all assets (including
revaluations  thereof  as  a  result  of  commercial  appraisals,   price  level
restatement  or  otherwise)  appearing on the most recent  consolidated  balance
sheet  of the  Company  as of the date of  determinFebruary  23,  1999n,  net of
applicable  reserves  and  deductions,  but  excluding  goodwill,  trade  names,
trademarks,  patents,  unamortized  debt discount and all other like  intangible
assets  (which term shall not be construed to include such  revaluations),  less
the aggregate of the consolidated  current  liabilities of the Company appearing
on such balance sheet.

     "Corporate  Trust  Office"  means the  office of the  Trustee  at which the
corporate  trust  business of the Trustee  shall,  at any  particular  time,  be
principally  administered,  which  office  is,  at the  date of this  Indenture,
located at 38 Fountain Square Plaza, Cincinnati, Ohio 45263.

     "corporation" means a corporation,  association, company, limited liability
company, joint-stock company or business trust.

     "Debenture  Custodian" means the Trustee,  as custodian with respect to the
Debentures in global form, or any successor entity thereto.

     "Debenture Register" and "Debenture Registrar" have the respective meanings
specified in Section 204.

     "Debentures"  has the  meaning  specified  in the  first  paragraph  of the
Recitals of the Company.

     "Debt" means all obligations of the Company evidenced by bonds, debentures,
notes or similar evidences of indebtedness in each case for money borrowed.

     "Default" means any event that is or with the passage of time or the giving
of notice or both would become an Event of Default.

     "Defaulted Interest" has the meaning specified in Section 207.

     "Defeasance" has the meaning specified in Section 1102.

     "Definitive  Debenture"  means a certificated  Debenture  registered in the
name of the Holder thereof and issued in accordance with Article Two hereof,  in
the form of Exhibit  A-1 hereto  except that such  Debenture  shall not bear the
Global  Debenture  Legend  and  shall not have the  "Schedule  of  Exchanges  of
Interests in the Global Debenture" attached hereto.

     "Depositary"   means  The  Depository   Trust  Company  until  a  successor
Depositary shall have become such pursuant to the applicable  provisions of this
Indenture, and thereafter "Depositary" shall mean such successor Depositary.

     "Euroclear"  means  Morgan  Guaranty  Trust  Company of New York,  Brussels
office, as operator of the Euroclear system.

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

     "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended.

     "Exchange  Offer"  means  an  exchange  offer  pursuant  to a  registration
statement  under  the  Securities  Act,  registering  securities   substantially
identical to the Debentures, as provided by the Registration Rights Agreement.

     "Exchange  Offer  Registration  Statement" has the meaning set forth in the
Registration Rights Agreement.

     "Exchange  Debentures"  means the  Debentures  issued in the Exchange Offer
pursuant to Section 206.

     "GAAP" means  generally  accepted  accounting  principles  set forth in the
opinions and  pronouncements of the Accounting  Principles Board of the American
Institute of Certified Public  Accountants and statements and  pronouncements of
the Financial  Accounting  Standards  Board or in such other  statements by such
other entity as have been  approved by a significant  segment of the  accounting
profession, in each case, as in effect in the United States on the date hereof.

     "Global Debenture Legend" means the legend set forth in Section 206(f)(ii),
which is  required  to be placed on all  Global  Debentures  issued  under  this
Indenture.

     "Global  Debentures"  means,  individually  and  collectively,  each of the
Restricted Global Debentures and the Unrestricted  Global Debentures in the form
of  Exhibit A hereto  issued in  accordance  with  Section  201,  206(b)(iv)  or
206(d)(ii).

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

     "Indenture" means this instrument as originally  executed or as it may from
time to time be supplemented  or amended by one or more indentures  supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for
all  purposes  of this  instrument  and any  such  supplemental  indenture,  the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this instrument and any such supplemental indenture, respectively.

     "Indirect  Participant" means a Person who holds a beneficial interest in a
Global Debenture through a Participant.

     "Initial  Purchasers"  means Morgan  Stanley & Co.  Incorporated,  ABN AMRO
Incorporated and Chase Securities Inc.

     "Interest  Payment  Date" means the Stated  Maturity of an  installment  of
interest on the Debentures.

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

     "Issue Date" means the date the Debentures are originally issued under this
Indenture.

     "Letter of  Transmittal"  means the letter of transmittal to be prepared by
the Company and sent to all Holders of the Debentures for use by such Holders in
connection with the Exchange Offer.

     "Lien"  means  any  mortgage,  lien,  pledge,  security  interest  or other
encumbrance;  provided,  however,  that  the  term  "Lien"  shall  not  mean any
easements,  rights-of-way,  restrictions  and  other  similar  encumbrances  and
encumbrances  consisting of zoning restrictions,  leases,  subleases,  licenses,
sublicenses,  restrictions  on the  use of  property  or  defects  in the  title
thereto.

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

     "Non-U.S.  Person" means a Person who is not a U.S.  person,  as defined in
Regulation S.

     "Offering Memorandum" means the Offering Memorandum dated December 9, 1998,
offering Debentures for sale as provided therein.

     "Officers'  Certificate"  means a certificate signed in the same manner and
by the same Persons as provided for in a Company Request or a Company Order, and
delivered to the Trustee.  One of the officers signing an Officers'  Certificate
given  pursuant to Section 1004 shall be the principal  executive,  financial or
accounting officer of the Company.

     "Opinion  of  Counsel"  means a  written  opinion  of  counsel,  who may be
(external or in-house)  counsel for the Company,  and who shall be acceptable to
the Trustee.

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

          (i)  Debentures  theretofore  cancelled by the Trustee or delivered to
     the Trustee for cancellation;

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

          (iii) Debentures as to which Defeasance has been effected  pursuant to
     Section 1102; and

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

provided,  however,  that in  determining  whether the Holders of the  requisite
principal amount of the Outstanding  Debentures have given any request,  demand,
authorization,  direction, notice, consent or waiver hereunder, Debentures owned
by the Company or any other obligor upon the  Debentures or any Affiliate of the
Company  or of such  other  obligor  shall be  disregarded  and deemed not to be
Outstanding,  except that, in determining whether the Trustee shall be protected
in relying upon any such  request,  demand,  authorization,  direction,  notice,
consent or waiver,  only Debentures  which a Responsible  Officer of the Trustee
knows to be so owned  shall be so  disregarded.  Debentures  so owned which have
been  pledged  in good  faith may be  regarded  as  Outstanding  if the  pledgee
establishes  to the  satisfaction  of the Trustee the pledgee's  right so to act
with respect to such  Debentures  and that the pledgee is not the Company or any
other  obligor upon the  Debentures  or any  Affiliate of the Company or of such
other obligor.

     "Participant" means, with respect to the Depositary,  Euroclear or Cedel, a
Person who has an account with the Depositary,  Euroclear or Cedel, respectively
(and, with respect to The Depository Trust Company,  shall include Euroclear and
Cedel).

     "Participating Broker-Dealer" has the meaning set forth in the Registration
Rights Agreement.

     "Paying  Agent"  means any  Person  authorized  by the  Company  to pay the
principal of or interest on any Debentures on behalf of the Company. The Trustee
shall initially be the Paying Agent.

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

     "Predecessor  Debenture" of any particular  Debenture  means every previous
Debenture evidencing all or a portion of the same debt as that evidenced by such
particular  Debenture;  and, for the purposes of this definition,  any Debenture
authenticated  and  delivered  under Section 306 in exchange for or in lieu of a
mutilated,  destroyed,  lost or stolen Debenture shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Debenture.

     "Private  Placement Legend" means the legend set forth in Section 206(g)(i)
hereof to be placed on all Debentures  issued under this Indenture  except where
otherwise permitted by the provisions of this Indenture.

     "Purchase  Agreement"  means the  Purchase  Agreement  entered  into by the
Company  and  the  Initial  Purchasers  in  connection  with  the  sale  of  the
Debentures.

     "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

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

     "Redemption Price", when used with respect to any Debenture to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

     "Registration  Rights  Agreement" means the Registration  Rights Agreement,
dated as of December 16, 1998,  between the Company and the Initial  Purchasers,
for the benefit of  themselves  and the  Holders,  as the same may be amended or
modified from time to time in accordance with the terms thereof.

     "Regular Record Date" for the interest payable on any Interest Payment Date
means the Business Day immediately preceding such Interest Payment Date.

     "Regulation S" means Regulation S promulgated under the Securities Act.

     "Regulation  S Global  Debenture"  means a  Regulation  S Temporary  Global
Debenture or Regulation S Permanent Global Debenture, as appropriate.

     "Regulation  S  Permanent  Global   Debenture"  means  a  permanent  global
Debenture in the form of Exhibit A-1 hereto bearing the Global  Debenture Legend
and the Private Placement Legend, if applicable, and deposited with or on behalf
of and  registered  in the name of the  Depositary  or its nominee,  issued in a
denomination  equal to the  outstanding  principal  amount of the  Regulation  S
Temporary Global Debenture upon expiration of the Restricted Period.

     "Regulation  S  Temporary  Global   Debenture"  means  a  temporary  global
Debenture in the form of Exhibit A-2 hereto bearing the Global  Debenture Legend
and  the  Private  Placement  Legend  and  deposited  with or on  behalf  of and
registered  in  the  name  of  the  Depositary  or  its  nominee,  issued  in  a
denomination  equal  to the  outstanding  principal  amount  of  the  Debentures
initially sold in reliance on Rule 903 of Regulation S.

     "Responsible Officer" means any officer of the Trustee within the Corporate
Trust  Office  of the  Trustee  including  any vice  president,  assistant  vice
president,  secretary,  assistant  secretary,  trust  officer,  assistant  trust
officer or any other  officer of the Trustee  customarily  performing  functions
similar to those  performed  by any of the above  designated  officers and also,
with respect to a particular  matter,  any other  officer of the Trustee to whom
such matter is referred  because of such officer's  knowledge of and familiarity
with the particular subject.

     "Restricted  Definitive Debenture" means a Definitive Debenture bearing the
Private Placement Legend.

     "Restricted  Global Debenture" means a Global Debenture bearing the Private
Placement Legend.

     "Restricted  Period"  means the  40-day  restricted  period as  defined  in
Regulation S.

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

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

     "Rule 144A Global  Debenture"  means the form of the  Debentures  initially
sold to QIBs.

     "Rule 903" means Rule 903 promulgated under the Securities Act.

     "Rule 904" means Rule 904 promulgated under the Securities Act.

     "Sale and Lease-Back Transaction" means any transaction entered into by the
Company with any Person  providing  for the leasing by the Company of any assets
which have been or are to be sold or transferred by the Company to such Person.

     "Secured Debt" has the meaning specified in Section 1006.

     "Securities Act" means the U.S. Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.

     "Special  Record Date" for the payment of Defaulted  Interest  means a date
fixed by the Trustee pursuant to Section 207.

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

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

     "Trust  Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed;  provided,  however,  that in
the event the Trust  Indenture  Act of 1939 is amended  after such date,  "Trust
Indenture Act" means, to the extent  required by any such  amendment,  the Trust
Indenture Act of 1939 as so amended.

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

     "Unrestricted  Global  Debenture" means a permanent global Debenture in the
form of Exhibit A-1 attached hereto that bears the Global  Debenture  Legend and
that has the  "Schedule  of  Exchanges  of  Interests  in the Global  Debenture"
attached  thereto,  and that is deposited with or on behalf of and registered in
the name of the Depositary, representing a series of Debentures that do not bear
the Private Placement Legend.

     "Unrestricted Definitive Debenture" means one or more Definitive Debentures
that do not bear and are not required to bear the Private Placement Legend.

     "U.S. Government Obligation" has the meaning specified in Section 1104.

     "U.S. Person" means (i) any individual  resident in the United States, (ii)
any partnership or corporation  organized or incorporated  under the laws of the
United States,  (iii) any estate of which an executor or administrator is a U.S.
Person  (other than an estate  governed by foreign law and of which at least one
executor or administrator is a non-U.S. Person who has sole or shared investment
discretion with respect to its assets), (iv) any trust of which any trustee is a
U.S.  Person  (other  than a trust of which at least one  trustee  is a non-U.S.
Person who has sole or shared  investment  discretion with respect to its assets
and no beneficiary of the trust (and no settler, if the trust is revocable) is a
U.S. Person), (v) any agency or branch of a foreign entity located in the United
States, (vi) any  non-discretionary  or similar account (other than an estate or
trust) held by a dealer or other  fiduciary for the benefit or account of a U.S.
Person,  (vii) any  discretionary  or similar  account  (other than an estate or
trust) held by a dealer or other  fiduciary  organized,  incorporated  or (if an
individual)  resident in the United  States (other than such an account held for
the  benefit  or  account  of a non-U.S.  Person),  (viii)  any  partnership  or
corporation  organized or incorporated under the laws of a foreign  jurisdiction
and  formed  by a U.S.  Person  principally  for the  purpose  of  investing  in
securities  not  registered  under the Securities Act (unless it is organized or
incorporated  and owned,  by "accredited  investors"  within the meaning of Rule
501(a) under the Securities Act who are not natural persons, estates or trusts);
provided that the term "U.S. Person" shall not include (A) a branch or agency of
a U.S. Person that is located and operating  outside the United States for valid
business purposes as a locally regulated branch or agency engaged in the banking
or  insurance   business,   (B)  any  employee   benefit  plan  established  and
administered in accordance with the law,  customary  practices and documentation
of a  foreign  country  and (C) the  international  organizations  set  forth in
Section 902(o)(7) of Regulation S under the Securities Act and any other similar
international organizations, and their agencies, affiliates and pension plans.

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

Section  102.  Compliance   Certificates  and  OpinionsSection  102.  Compliance
Certificates and Opinions.

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

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

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

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

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

Section  103.  Form  of  Documents  Delivered  to  TrusteeSection  103.  Form of
Documents Delivered to Trustee.

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

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

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

Section 104. Acts of Holders;  Record DatesSection 104. Acts of Holders;  Record
Dates.

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

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

     (c) The Company may, in the circumstances  permitted by the Trust Indenture
Act, fix any day as the record date for the purpose of  determining  the Holders
entitled to give or take any request, demand, authorization,  direction, notice,
consent,  waiver  or  other  action,  or to vote on any  action,  authorized  or
permitted  to be given or taken by Holders.  If not set by the Company  prior to
the first  solicitation  of a Holder  made by any  Person in respect of any such
action,  or, in the case of any such vote,  prior to such vote,  the record date
for any such action or vote shall be the 30th day (or, if later, the date of the
most recent list of Holders  required  to be provided  pursuant to Section  701)
prior to such first solicitation or vote, as the case may be. With regard to any
record date,  only the Holders on such date (or their duly  designated  proxies)
shall be entitled to give or take, or vote on, the relevant action.

     (d) The ownership of Debentures shall be proved by the Debenture Register.

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

Section 105. Notices, Etc., to Trustee and CompanySection 105. Notices, Etc., to
Trustee and Company.

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

          (1) the  Trustee by any Holder or by the Company  shall be  sufficient
     for every purpose hereunder if made,  given,  furnished or filed in writing
     to or with the Trustee at its Corporate Trust Office, Attention:  Corporate
     Trust Administration, or

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

Section 106. Notice to Holders; Waiver.Section 106. Notice to Holders; Waiver.

     Where this  Indenture  provides  for  notice to Holders of any event,  such
notice shall be sufficiently given (unless otherwise herein expressly  provided)
if in writing and mailed,  first-class  postage prepaid, to each Holder affected
by such event, at such Holder's address as it appears in the Debenture Register,
not later then the latest date (if any),  and not earlier than the earliest date
(if any),  prescribed for the giving of such notice. In any case where notice to
Holders  is given by mail,  neither  the  failure to mail such  notice,  nor any
defect in any  notice so  mailed,  to any  particular  Holder  shall  affect the
sufficiency of such notice with respect to other Holders. Any notice when mailed
to a Holder in the aforesaid  manner shall be deemed  conclusively  to have been
received by such Holder whether or not actually  received by such Holder.  Where
this Indenture  provides for notice in any manner,  such notice may be waived in
writing by the Person  entitled to receive such notice,  either  before or after
the event,  and such waiver shall be the  equivalent of such notice.  Waivers of
notice by Holders shall be filed with the Trustee,  but such filing shall not be
a condition  precedent to the validity of any action taken in reliance upon such
waiver.

     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall  constitute
a sufficient notification for every purpose hereunder.

Section 107.  Conflict with Trust Indenture  ActSection 107. Conflict with Trust
Indenture Act.

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

Section 108.  Effect of Headings  and Table of  ContentsSection  108.  Effect of
Headings and Table of Contents.

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

Section 109. Successors and AssignsSection 109. Successors and Assigns.

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

Section 110. Separability ClauseSection 110. Separability Clause.

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

Section 111. Benefits of IndentureSection 111. Benefits of Indenture.

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

Section 112. Governing LawSection 112. Governing Law.

     This  Indenture  and the  Debentures  shall be governed by and construed in
accordance with the laws of the State of New York.

Section 113. Legal HolidaysSection 113. Legal Holidays.

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

Section 114. Certain Matters Relating to CurrenciesSection  114. Certain Matters
Relating to Currencies.

     Whenever  any  action or Act is to be taken  hereunder  by the  Holders  of
Debentures  denominated  in different  currencies  or currency  units,  then for
purposes of determining the principal amount of Debentures held by such Holders,
the  aggregate  principal  amount  of the  Debentures  denominated  in a foreign
currency  or  currency  unit shall be deemed to be that  amount of Dollars  that
could be obtained for such principal amount on the basis of a spot exchange rate
specified  to the  Trustee  for such  series  in an  Officers'  Certificate  for
exchanging such foreign currency or currency unit into Dollars as of the date of
the taking of such action or Act by the Holders of the  requisite  percentage in
principal amount of the Debentures.

     The Trustee shall segregate moneys,  funds and accounts held by the Trustee
in one currency or currency unit from any moneys,  funds or accounts held in any
other  currencies or currency units,  notwithstanding  any provision herein that
would otherwise permit the Trustee to commingle such amounts.

Section   115.   Immunity   of   Incorporators,   Stockholders,   Officers   and
DirectorsSection  115.  Immunity of  Incorporators,  Stockholders,  Officers and
Directors.

     No recourse  shall be had for the payment of the principal of (and premium,
if any), or the interest,  if any, on any  Debentures of any series,  or for any
claim based  thereon,  or upon any  obligation,  covenant or  agreement  of this
Indenture, against any incorporator,  stockholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation,  either
directly or indirectly through the Company or any successor corporation, whether
by virtue of any  constitution,  statute or rule of law or by the enforcement of
any assessment of penalty or otherwise; it being expressly agreed and understood
that this Indenture and all the  Debentures of each series are solely  corporate
obligations,  and that no personal  liability  whatever  shall  attach to, or is
incurred by, any incorporator,  stockholder,  officer or director, past, present
or future,  of the Company or of any successor  corporation,  either directly or
indirectly  through the  Company or any  successor  corporation,  because of the
incurring of the indebtedness  hereby authorized or under or by reason of any of
the obligations,  covenants or agreements  contained in this Indenture or in any
of the  Debentures of any series,  or to be implied  herefrom or therefrom;  and
that all such personal  liability is hereby  expressly  released and waived as a
condition  of,  and as part of the  consideration  for,  the  execution  of this
Indenture and the issuance of the Debentures of each series.

Section 116. CounterpartsSection 116. Counterparts.

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

Section 117. Assignment to AffiliateSection 117. Assignment to Affiliate.

     The  Company  will  have the  right at all  times to  assign  by  indenture
supplemental  hereto any of its rights or  obligations  under the Indenture to a
direct,  indirect,  or wholly owned Affiliate of the Company;  provided that, in
the event of any such  assignment,  the Company will remain  liable for all such
obligations.


                             ARTICLE TWO ARTICLE TWO

                                 The Debentures

Section 201. Form,  Denominations and Terms.Section 201. Form, Denominations and
Terms.

     (a) General. The Debentures and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto.  The Debentures may have
notations,  legends or  endorsements  required by law,  stock  exchange  rule or
usage.  The Debentures  shall be in  denominations  of $100,000 and any integral
multiple  of  $1,000  above  that  amount.  The  aggregate  principal  amount of
Debentures  which may be  authenticated  and delivered  under this  Indenture is
limited to $200 million, except for Debentures  authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Debentures
pursuant to the provisions hereof.

     The terms and provisions contained in the Debentures shall constitute,  and
are hereby  expressly  made,  a part of this  Indenture  and the Company and the
Trustee,  by their execution and delivery of this Indenture,  expressly agree to
such terms and provisions and to be bound  thereby.  However,  to the extent any
provision  of any  Debenture  conflicts  with  the  express  provisions  of this
Indenture, the provisions of this Indenture shall govern and be controlling.

     (b)  Global   Debentures.   Debentures  issued  in  global  form  shall  be
substantially  in the form of Exhibit A-1 attached hereto  (including the Global
Debenture  Legend  thereon and the  "Schedule  of  Exchanges of Interests in the
Global Debenture" attached thereto).  Debentures issued in definitive form shall
be  substantially  in the form of Exhibit A-1  attached  hereto (but without the
Global  Debenture  Legend  thereon and without the  "Schedule  of  Exchanges  of
Interests in the Global  Debenture"  attached  thereto).  Each Global  Debenture
shall represent such of the outstanding Debentures as shall be specified therein
and each shall provide that it shall represent the aggregate principal amount of
outstanding Debentures from time to time endorsed thereon and that the aggregate
principal amount of outstanding  Debentures represented thereby may from time to
time  be  reduced  or  increased,  as  appropriate,  to  reflect  exchanges  and
redemptions.  Any endorsement of a Global Debenture to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Debentures
represented thereby shall be made by the Trustee in accordance with instructions
given by the Holder thereof as required by Section 206 hereof.

     (c) Temporary Global Debentures. Debentures offered and sold in reliance on
Regulation  S shall be issued  initially  in the form of  Exhibit  A-2  attached
hereto,  which shall be deposited on behalf of the  purchasers of the Debentures
represented thereby with the Trustee, at its Cincinnati office, as custodian for
the  Depositary,  and registered in the name of the Depositary or the nominee of
the  Depositary  for the  accounts  of  designated  agents  holding on behalf of
Euroclear or Cedel Bank, duly executed by the Company and  authenticated  by the
Trustee as herein provided.  The Restricted  Period shall be terminated upon the
receipt  by the  Trustee  of (i) a  written  certificate  from  the  Depositary,
together with copies of  certificates  from Euroclear and Cedel Bank  certifying
that they have received  certification of non-United States beneficial ownership
of 100% of the aggregate  principal  amount of the Regulation S Temporary Global
Debenture (except to the extent of any beneficial owners thereof who acquired an
interest therein during the Restricted Period pursuant to another exemption from
registration under the Securities Act and who will take delivery of a beneficial
ownership  interest  in a Rule 144A Global  Debenture,  all as  contemplated  by
Section  206(a)(ii)),  and  (ii) an  Officers'  Certificate  from  the  Company.
Following the termination of the Restricted Period,  beneficial interests in the
Regulation  S Temporary  Global  Debenture  shall be  exchanged  for  beneficial
interests in Regulation S Permanent Global Debentures pursuant to the Applicable
Procedures.  Simultaneously  with the  authentication  of Regulation S Permanent
Global  Debentures,  the Trustee shall cancel the Regulation S Temporary  Global
Debenture.  The aggregate  principal amount of the Regulation S Temporary Global
Debenture and the Regulation S Permanent Global Debentures may from time to time
be increased or decreased by adjustments  made on the records of the Trustee and
the Depositary or its nominee,  as the case may be, in connection with transfers
of interest as hereinafter provided.

     (d)  Euroclear  and Cedel  Procedures  Applicable.  The  provisions  of the
"Operating  Procedures  of the  Euroclear  System"  and  "Terms  and  Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Cedel Bank"
and  "Customer  Handbook"  of Cedel Bank shall be  applicable  to  transfers  of
beneficial  interests in the  Regulation S Temporary  Global  Debenture  and the
Regulation S Permanent Global  Debentures that are held by Participants  through
Euroclear or Cedel Bank.

Section  202.  Execution,  Authentication,   Delivery  and  Dating.Section  202.
Execution, Authentication, Delivery and Dating.

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

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

     At any time and from time to time after the  execution and delivery of this
Indenture,  the Company may  deliver  Debentures  executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such  Debentures.  The Company Order shall specify the amount of
Debentures to be  authenticated  and whether the  Debentures  are to be Exchange
Debentures, and shall further specify the amount of such Debentures to be issued
as a Global Debenture and the form thereof.  The Trustee in accordance with such
Company  Order  shall  authenticate  and  deliver  such  Debentures  as in  this
Indenture provided and not otherwise.

     Each Debenture shall be dated the date of its authentication.

     No Debenture  shall be entitled to any benefit  under this  Indenture or be
valid or obligatory  for any purpose  unless there  appears on such  Debenture a
certificate  of  authentication  substantially  in the form  provided for herein
executed  by the  Trustee by manual  signature,  and such  certificate  upon any
Debenture  shall be  conclusive  evidence,  and the  only  evidence,  that  such
Debenture has been duly authenticated and delivered hereunder.

Section 203. Temporary Debentures.Section 203. Temporary Debentures.

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

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

Section  204.  Debenture  Registrar  and  Paying  Agent.Section  204.  Debenture
Registrar and Paying Agent.

     The Company  shall cause to be kept at the  Corporate  Trust  Office of the
Trustee a register  (the  register  maintained  in such  office and in any other
office or agency  designated  pursuant to Section  1002 being  herein  sometimes
collectively  referred to as the "Debenture Register") in which, subject to such
reasonable  regulations as it may  prescribe,  the Company shall provide for the
registration of Debentures and of transfers of Debentures. The Trustee is hereby
appointed  "Debenture  Registrar" for the purpose of registering  Debentures and
transfers of Debentures as herein provided. The Trustee is also appointed to act
as Debenture Custodian with respect to the Global Debentures.

     The Company shall also maintain an office or agency where Debentures may be
presented for payment.  The Company initially appoints the Trustee to act as the
Paying  Agent  for the  Debentures.  The  Depositary  is  hereby  appointed  the
Depositary for the Debentures.

     No  service  charge  shall  be made for any  registration  of  transfer  or
exchange of Debentures,  but the Company may require payment of a sum sufficient
to cover any tax or other governmental  charge that may be imposed in connection
with any  registration  of  transfer  or  exchange  of  Debentures,  other  than
exchanges pursuant to Section 203 or 906 not involving any transfer.

Section 205. Replacement Debentures.Section 205. Replacement Debentures.

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

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

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

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

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

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

Section  206.  Transfer  and  Exchange of  DebenturesSection  206.  Transfer and
Exchange of Debentures.

     (a) Transfer and Exchange of Global Debentures.  A Global Debenture may not
be  transferred  as a  whole  except  by  the  Depositary  to a  nominee  of the
Depositary,  by a nominee  of the  Depositary  to the  Depositary  or to another
nominee of the  Depositary,  the  Depositary  or any such nominee to a successor
Depositary or a nominee of such successor Depositary. All Global Debentures will
be  exchanged  by the  Company  for  Definitive  Debentures  if (i) the  Company
delivers  to the Trustee  notice from the  Depositary  that it is  unwilling  or
unable to  continue  to act as  Depositary  or that it is no  longer a  clearing
agency  registered  under the  Exchange  Act and,  in either  case,  a successor
Depositary is not appointed by the Company within 90 days after the date of such
notice from the Depositary or (ii) the Company in its sole discretion determines
that the Global  Debentures  (in whole but not in part) should be exchanged  for
Definitive  Debentures  and  delivers  a written  notice  to such  effect to the
Trustee;  provided  that in no event shall the  Regulation  S  Temporary  Global
Debenture be exchanged by the Company for Definitive Debentures prior to (x) the
expiration  of the  Restricted  Period  and (y)  the  receipt  by the  Debenture
Registrar of any certificates required pursuant to Rule  903(c)(3)(ii)(B)  under
the  Securities  Act or (iii)  there shall have  occurred  and be  continuing  a
default  or an Event of Default  and the  Trustee  receives  a request  from the
Depositary to issue  Definitive  Debentures.  Upon the  occurrence of any of the
preceding  events,  Definitive  Debentures  shall be issued in such names as the
Depositary shall instruct the Trustee.  Global  Debentures also may be replaced,
in whole or in part,  as  provided  in  Sections  203 and 205.  Every  Debenture
authenticated  and delivered in exchange for, or in lieu of, a Global  Debenture
or any portion  thereof,  pursuant to this  Section 206 or Sections  203 or 205,
shall be  authenticated  and  delivered  in the form of,  and shall be, a Global
Debenture.  A Global Debenture may not be exchanged for another  Debenture other
than as provided in this  Section  206(a),  however,  beneficial  interests in a
Global Debenture may be transferred and exchanged as provided in Section 206(b),
(c) or (f) hereof.

     (b) Transfer and Exchange of Beneficial Interests in the Global Debentures.
The transfer and exchange of beneficial interests in the Global Debentures shall
be effected  through the  Depositary,  in accordance with the provisions of this
Supplemental  Indenture and the Applicable  Procedures.  Beneficial interests in
the Restricted  Global  Debentures  shall be subject to restrictions on transfer
comparable  to those set forth herein to the extent  required by the  Securities
Act.  Transfers  of  beneficial  interests in the Global  Debentures  also shall
require compliance with either subparagraph (i) or (ii) below, as applicable, as
well as one or more of the other following subparagraphs, as applicable:

          (i) Transfer of  Beneficial  Interests  in the Same Global  Debenture.
     Beneficial  interests in any Restricted Global Debenture may be transferred
     to Persons who take delivery  thereof in the form of a beneficial  interest
     in the same  Restricted  Global  Debenture in accordance  with the transfer
     restrictions set forth in the Private Placement Legend; provided,  however,
     that  prior  to the  expiration  of the  Restricted  Period,  transfers  of
     beneficial  interests  in the  Regulation  S Temporary  Regulation S Global
     Debentures  may not be made to a U.S.  Person or for the account or benefit
     of a U.S. Person (other than an Initial Purchaser). Beneficial interests in
     any  Unrestricted  Global  Debenture may be transferred to Persons who take
     delivery  thereof in the form of a beneficial  interest in an  Unrestricted
     Global Debenture. No written orders or instructions shall be required to be
     delivered to the Debenture  Registrar to effect the transfers  described in
     this Section 206(b)(i).

          (ii) All Other  Transfers  and  Exchanges of  Beneficial  Interests in
     Global  Debentures.  In  connection  with all  transfers  and  exchanges of
     beneficial  interests that are not subject to Section  206(b)(i) above, the
     transferor  of such  beneficial  interest  must  deliver  to the  Debenture
     Registrar  either (A)(1) a written order from a Participant  or an Indirect
     Participant  given to the  Depositary  in  accordance  with the  Applicable
     Procedures  directing  the  Depositary  to credit or cause to be credited a
     beneficial  interest in another Global  Debenture in an amount equal to the
     beneficial  interest to be  transferred  or exchanged and (2)  instructions
     given in accordance with the Applicable Procedures  containing  information
     regarding  the  Participant  account to be credited  with such  increase or
     (B)(1) a written order from a Participant or an Indirect  Participant given
     to the Depositary in accordance  with the Applicable  Procedures  directing
     the  Depositary  to cause to be issued a Definitive  Debenture in an amount
     equal to the  beneficial  interest to be  transferred  or exchanged and (2)
     instructions given by the Depositary to the Debenture Registrar  containing
     information  regarding the Person in whose name such  Definitive  Debenture
     shall be registered  to effect the transfer or exchange  referred to in (1)
     above; provided that in no event shall Definitive Debentures be issued upon
     the  transfer or exchange  of  beneficial  interests  in the  Regulation  S
     Temporary  Global  Debenture  prior to (x) the expiration of the Restricted
     Period and (y) the receipt by the Debenture  Registrar of any  certificates
     required  pursuant to Rule 903 under the Securities Act. Upon  consummation
     of an  Exchange  Offer by the Company in  accordance  with  Section  206(f)
     hereof, the requirements of this Section 206(b)(ii) shall be deemed to have
     been satisfied upon receipt by the Debenture  Registrar of the instructions
     contained  in the  Letter of  Transmittal  delivered  by the Holder of such
     beneficial interest in the Restricted Global Debentures.  Upon satisfaction
     of all of the requirements for transfer or exchange of beneficial interests
     in Global  Debentures  contained  in this  Supplemental  Indenture  and the
     Debentures or otherwise  applicable  under the Securities  Act, the Trustee
     shall  adjust the  principal  amount of the  relevant  Global  Debenture(s)
     pursuant to Section 206(h).

          (iii) Transfer of Beneficial  Interests to Another  Restricted  Global
     Debenture.  A beneficial interest in any Restricted Global Debenture may be
     transferred  to a  Person  who  takes  delivery  thereof  in the  form of a
     beneficial  interest in another Restricted Global Debenture if the transfer
     complies  with  the  requirements  of  Section  206(b)(ii)  above  and  the
     Debenture Registrar receives the following:
  

               (A) if the  transferee  will  take  delivery  in  the  form  of a
          beneficial  interest  in the  Rule  144A  Global  Debenture,  then the
          transferor must deliver a certificate in the form of Exhibit B hereto,
          including the certifications in item (1) thereof; and

               (B) if the  transferee  will  take  delivery  in  the  form  of a
          beneficial  interest in the Regulation S Temporary Global Debenture or
          the Regulation S Global Debenture,  then the transferor must deliver a
          certificate   in  the  form  of  Exhibit  B  hereto,   including   the
          certifications in item (2) thereof.

          (iv)  Transfer  and Exchange of  Beneficial  Interests in a Restricted
     Global  Debenture  for  Beneficial  Interests  in the  Unrestricted  Global
     Debenture.  A beneficial interest in any Restricted Global Debenture may be
     exchanged  by  any  holder   thereof  for  a  beneficial   interest  in  an
     Unrestricted Global Debenture or transferred to a Person who takes delivery
     thereof in the form of a  beneficial  interest  in an  Unrestricted  Global
     Debenture if the exchange or transfer  complies  with the  requirements  of
     Section 206(b)(ii) above and:

               (A)  such  exchange  or  transfer  is  effected  pursuant  to the
          Exchange Offer in accordance with the  Registration  Rights  Agreement
          and the holder of the beneficial  interest to be  transferred,  in the
          case of an  exchange,  or the  transferee,  in the case of a transfer,
          certifies in the applicable Letter of Transmittal that it is not (1) a
          broker-dealer,  (2) a Person  participating in the distribution of the
          Exchange Debentures or (3) a Person who is an affiliate (as defined in
          Rule 144) of the Company;

               (B) such transfer is effected pursuant to the Shelf  Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such  transfer is effected by a  Participating  Broker-Dealer
          pursuant to the Exchange  Offer  Registration  Statement in accordance
          with the Registration Rights Agreement; or

               (D) the Debenture Registrar receives the following:

                    (1)  if  the  holder  of  such  beneficial   interest  in  a
               Restricted Global Debenture  proposes to exchange such beneficial
               interest  for a  beneficial  interest in an  Unrestricted  Global
               Debenture,  a certificate from such holder in the form of Exhibit
               C hereto, including the certifications in item (1)(a) thereof; or

                    (2)  if  the  holder  of  such  beneficial   interest  in  a
               Restricted Global Debenture  proposes to transfer such beneficial
               interest to a Person who shall take delivery  thereof in the form
               of a beneficial interest in an Unrestricted  Global Debenture,  a
               certificate  from such  holder  in the form of  Exhibit B hereto,
               including the certifications in item (4) thereof;

and,  in each such case set forth in this  subparagraph  (D),  if the  Debenture
Registrar so requests or if the Applicable  Procedures so require, an Opinion of
Counsel in form reasonably  acceptable to the Debenture  Registrar to the effect
that such exchange or transfer is in compliance with the Securities Act and that
the  restrictions  on transfer  contained  herein and in the  Private  Placement
Legend  are no  longer  required  in  order  to  maintain  compliance  with  the
Securities Act.

     If any such transfer is effected  pursuant to subparagraph  (B) or (D) at a
time when an Unrestricted  Global Debenture has not yet been issued, the Company
shall issue and the Trustee shall authenticate,  pursuant to Section 202, one or
more Unrestricted  Global  Debentures in an aggregate  principal amount equal to
the aggregate principal amount of beneficial  interests  transferred pursuant to
subparagraph (B) or (D) above.

     Beneficial   interests  in  an  Unrestricted  Global  Debenture  cannot  be
exchanged for, or  transferred to Persons who take delivery  thereof in the form
of, a beneficial interest in a Restricted Global Debenture.

     (c) Transfer or Exchange of Beneficial Interests for Definitive Debentures.

          (i) Beneficial Interests in Restricted Global Debentures to Restricted
     Definitive  Debentures.  If  any  holder  of  a  beneficial  interest  in a
     Restricted Global Debenture  proposes to exchange such beneficial  interest
     for a  Restricted  Definitive  Debenture  or to  transfer  such  beneficial
     interest to a Person who takes delivery thereof in the form of a Restricted
     Definitive Debenture,  then, upon receipt by the Debenture Registrar of the
     following documentation:
 
               (A) if the holder of such  beneficial  interest  in a  Restricted
          Global Debenture  proposes to exchange such beneficial  interest for a
          Restricted Definitive Debenture, a certificate from such holder in the
          form of Exhibit C hereto,  including the certifications in item (2)(a)
          thereof;

               (B) if such beneficial  interest is being transferred to a QIB in
          accordance  with Rule 144A, a  certificate  to the effect set forth in
          Exhibit B hereto, including the certifications in item (1) thereof;

               (C)  if  such  beneficial  interest  is  being  transferred  to a
          Non-U.S. Person in an offshore transaction in accordance with Rule 903
          or Rule 904 under the Securities  Act, a certificate to the effect set
          forth in Exhibit B hereto,  including the  certifications  in item (2)
          thereof;

               (D) if such beneficial interest is being transferred  pursuant to
          an exemption from the registration  requirements of the Securities Act
          in accordance with Rule 144 under the Securities Act, a certificate to
          the effect set forth in Exhibit B hereto, including the certifications
          in item (3)(a) thereof;

               (E) if such  beneficial  interest  is  being  transferred  to the
          Company or any of its  subsidiaries,  a certificate  to the effect set
          forth in Exhibit B hereto, including the certifications in item (3)(b)
          thereof; or

               (F) if such beneficial interest is being transferred  pursuant to
          an  effective  registration  statement  under the  Securities  Act,  a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (3)(c) thereof,

     the Trustee shall cause the aggregate  principal  amount of the  applicable
     Global  Debenture  to be reduced  accordingly  pursuant  to Section  206(h)
     hereof,  and the Company shall  execute and the Trustee shall  authenticate
     and  deliver to the Person  designated  in the  instructions  a  Definitive
     Debenture in the appropriate  principal  amount.  Any Definitive  Debenture
     issued  in  exchange  for a  beneficial  interest  in a  Restricted  Global
     Debenture  pursuant to this Section 206(c) shall be registered in such name
     or names and in such authorized denomination or denominations as the holder
     of such beneficial  interest shall instruct the Debenture Registrar through
     instructions   from  the  Depositary   and  the   Participant  or  Indirect
     Participant.  The Trustee shall deliver such  Definitive  Debentures to the
     Persons in whose names such  Debentures are so  registered.  Any Definitive
     Debenture  issued in exchange  for a  beneficial  interest in a  Restricted
     Global Debenture  pursuant to this Section 206(c)(i) shall bear the Private
     Placement  Legend  and shall be  subject to all  restrictions  on  transfer
     contained therein.

          (ii)  Restrictions  on  Exchanges  of  Regulation  S Temporary  Global
     Debentures.  Notwithstanding  Sections  206(c)(i)(A)  and (C), a beneficial
     interest  in  the  Regulation  S  Temporary  Global  Debenture  may  not be
     exchanged for a Definitive  Debenture or  transferred to a Person who takes
     delivery  thereof in the form of a  Definitive  Debenture  prior to (x) the
     expiration  of the  Restricted  Period and (y) the receipt by the Debenture
     Registrar  of any  certificates  required  pursuant  to Rule 903  under the
     Securities Act,  except in the case of a transfer  pursuant to an exemption
     from the  registration  requirements  of the Securities Act other than Rule
     903 or Rule 904.

          (iii)  Beneficial   Interests  in  Restricted   Global  Debentures  to
     Unrestricted Definitive Debentures.  A holder of a beneficial interest in a
     Restricted  Global  Debenture may exchange such beneficial  interest for an
     Unrestricted  Definitive Debenture or may transfer such beneficial interest
     to a Person  who  takes  delivery  thereof  in the form of an  Unrestricted
     Definitive Debenture only if:
 
               (A)  such  exchange  or  transfer  is  effected  pursuant  to the
          Exchange Offer in accordance with the  Registration  Rights  Agreement
          and  the  holder  of  such  beneficial  interest,  in the  case  of an
          exchange, or the transferee,  in the case of a transfer,  certifies in
          the  applicable   Letter  of   Transmittal   that  it  is  not  (1)  a
          broker-dealer,  (2) a Person  participating in the distribution of the
          Exchange Debentures or (3) a Person who is an affiliate (as defined in
          Rule 144) of the Company;

               (B) such transfer is effected pursuant to the Shelf  Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such  transfer is effected by a  Participating  Broker-Dealer
          pursuant to the Exchange  Offer  Registration  Statement in accordance
          with the Registration Rights Agreement; or

               (D) the Debenture Registrar receives the following:

                    (1)  if  the  holder  of  such  beneficial   interest  in  a
               Restricted Global Debenture  proposes to exchange such beneficial
               interest  for a  Definitive  Debenture  that  does  not  bear the
               Private  Placement  Legend, a certificate from such holder in the
               form of Exhibit C hereto,  including the  certifications  in item
               (1)(b) thereof; or

                    (2)  if  the  holder  of  such  beneficial   interest  in  a
               Restricted Global Debenture  proposes to transfer such beneficial
               interest to a Person who shall take delivery  thereof in the form
               of  a  Definitive  Debenture  that  does  not  bear  the  Private
               Placement  Legend,  a certificate from such holder in the form of
               Exhibit  B  hereto,  including  the  certifications  in item  (4)
               thereof;

     and, in each such case set forth in this subparagraph (D), if the Debenture
     Registrar  so  requests or if the  Applicable  Procedures  so  require,  an
     Opinion of Counsel in form reasonably acceptable to the Debenture Registrar
     to the effect that such  exchange or  transfer  is in  compliance  with the
     Securities Act and that the  restrictions on transfer  contained herein and
     in the Private Placement Legend are no longer required in order to maintain
     compliance with the Securities Act.

          (iv)  Beneficial   Interests  in  Unrestricted  Global  Debentures  to
     Unrestricted Definitive Debentures.  If any holder of a beneficial interest
     in an Unrestricted  Global  Debenture  proposes to exchange such beneficial
     interest for a Definitive Debenture or to transfer such beneficial interest
     to a  Person  who  takes  delivery  thereof  in the  form  of a  Definitive
     Debenture,  then, upon  satisfaction of the conditions set forth in Section
     206(b)(ii) hereof,  the Trustee shall cause the aggregate  principal amount
     of the applicable  Global Debenture to be reduced  accordingly  pursuant to
     Section  206(h),  and the  Company  shall  execute  and the  Trustee  shall
     authenticate  and deliver to the Person  designated in the  instructions  a
     Definitive  Debenture in the appropriate  principal amount.  Any Definitive
     Debenture  issued in exchange  for a beneficial  interest  pursuant to this
     Section  206(c)(iv)  shall be  registered in such name or names and in such
     authorized  denomination or  denominations as the holder of such beneficial
     interest shall instruct the Debenture  Registrar through  instructions from
     the Depositary and the  Participant  or Indirect  Participant.  The Trustee
     shall deliver such Definitive Debentures to the Persons in whose names such
     Debentures are so registered.  Any Definitive  Debenture issued in exchange
     for a beneficial  interest  pursuant to this Section  206(c)(iv)  shall not
     bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Debentures for Beneficial Interests.

          (i)  Restricted  Definitive  Debentures  to  Beneficial  Interests  in
     Restricted  Global  Debentures.  If any Holder of a  Restricted  Definitive
     Debenture proposes to exchange such Debenture for a beneficial  interest in
     a Restricted  Global  Debenture or to transfer such  Restricted  Definitive
     Debentures  to a  Person  who  takes  delivery  thereof  in the  form  of a
     beneficial interest in a Restricted Global Debenture, then, upon receipt by
     the Debenture Registrar of the following documentation:

               (A)  if  the  Holder  of  such  Restricted  Definitive  Debenture
          proposes to exchange  such  Debenture  for a beneficial  interest in a
          Restricted  Global  Debenture,  a certificate  from such Holder in the
          form of Exhibit C hereto,  including the certifications in item (2)(b)
          thereof;

               (B) if such Definitive Debenture is being transferred to a QIB in
          accordance  with Rule 144A under the Securities  Act, a certificate to
          the effect set forth in Exhibit B hereto, including the certifications
          in item (1) thereof;

               (C) if such Restricted  Definitive Debenture is being transferred
          to a Non-U.S.  Person in an offshore  transaction  in accordance  with
          Rule 903 or Rule 904 under the  Securities  Act, a certificate  to the
          effect set forth in Exhibit B hereto,  including the certifications in
          item (2) thereof;

               (D) if such Restricted  Definitive Debenture is being transferred
          pursuant to an exemption  from the  registration  requirements  of the
          Securities Act in accordance with Rule 144 under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (3)(a) thereof, or

               (E) if such Restricted  Definitive Debenture is being transferred
          to the Company or any of its subsidiaries, a certificate to the effect
          set forth in Exhibit B hereto,  including the  certifications  in item
          (3)(b) thereof; or

               (F) if such Restricted  Definitive Debenture is being transferred
          pursuant to an effective  registration  statement under the Securities
          Act,  a  certificate  to the  effect  set  forth in  Exhibit B hereto,
          including the certifications in item (3)(c) thereof,

     the Trustee shall cancel the Restricted Definitive  Debenture,  increase or
     cause to be increased  the  aggregate  principal  amount of, in the case of
     clause (A) above, the appropriate Restricted Global Debenture,  in the case
     of clause (B) above,  the Rule 144A  Global  Debenture,  and in the case of
     clause (C) above, the Regulation S Global Debenture.

          (ii)  Restricted  Definitive  Debentures  to  Beneficial  Interests in
     Unrestricted  Global  Debentures.  A  Holder  of  a  Restricted  Definitive
     Debenture  may exchange  such  Debenture  for a  beneficial  interest in an
     Unrestricted  Global  Debenture  or  transfer  such  Restricted  Definitive
     Debenture  to a  Person  who  takes  delivery  thereof  in  the  form  of a
     beneficial   interest  in  an  Unrestricted   Global   Debenture  only  if:

               (A)  such  exchange  or  transfer  is  effected  pursuant  to the
          Exchange Offer in accordance with the  Registration  Rights  Agreement
          and the Holder, in the case of an exchange, or the transferee,  in the
          case of a transfer,  certifies in the applicable Letter of Transmittal
          that it is not (1) a broker-dealer,  (2) a Person participating in the
          distribution  of the  Exchange  Debentures  or (3) a Person  who is an
          affiliate (as defined in Rule 144) of the Issuer;

               (B) such transfer is effected pursuant to the Shelf  Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such  transfer is effected by a  Participating  Broker-Dealer
          pursuant to the Exchange  Offer  Registration  Statement in accordance
          with the Registration Rights Agreement; or

               (D) the Debenture Registrar receives the following:

                    (1) If the Holder of such Definitive  Debentures proposes to
               exchange  such  Debentures  for  a  beneficial  interest  in  the
               Unrestricted Global Debenture,  a certificate from such Holder in
               the form of Exhibit C hereto,  including  the  certifications  in
               item (1)(c) thereof; or

                    (2) If the Holder of such Definitive  Debentures proposes to
               transfer  such  Debentures  to a Person who shall  take  delivery
               thereof in the form of a beneficial  interest in the Unrestricted
               Global  Debenture,  a certificate from such Holder in the form of
               Exhibit  B  hereto,  including  the  certifications  in item  (4)
               thereof;

     and,  in each  such  case set forth in this  subparagraph  (D),  and if the
     Debenture Registrar so requests or if the Applicable Procedures so require,
     an  Opinion  of  Counsel in form  reasonably  acceptable  to the  Debenture
     Registrar  to the effect that such  exchange  or transfer is in  compliance
     with the Securities  Act and that the  restrictions  on transfer  contained
     herein and in the Private  Placement Legend are no longer required in order
     to maintain compliance with the Securities Act.

     Upon  satisfaction  of the conditions of any of the  subparagraphs  in this
     Section 206(d)(ii),  the Trustee shall cancel the Definitive Debentures and
     increase or cause to be increased  the  aggregate  principal  amount of the
     Unrestricted Global Debenture.

          (iii) Unrestricted  Definitive  Debentures to Beneficial  Interests in
     Unrestricted  Global  Debentures.  A Holder of an  Unrestricted  Definitive
     Debenture  may exchange  such  Debenture  for a  beneficial  interest in an
     Unrestricted  Global Debenture or transfer such Definitive  Debentures to a
     Person who takes delivery  thereof in the form of a beneficial  interest in
     an Unrestricted Global Debenture at any time. Upon receipt of a request for
     such an  exchange or  transfer,  the Trustee  shall  cancel the  applicable
     Unrestricted Definitive Debenture and increase or cause to be increased the
     aggregate principal amount of one of the Unrestricted Global Debentures.

If any such  exchange or transfer  from a  Definitive  Debenture to a beneficial
interest is effected pursuant to subparagraphs  (ii)(B),  (ii)(D) or (iii) above
at a time when an  Unrestricted  Global  Debenture has not yet been issued,  the
Company shall issue and the Trustee shall authenticate, pursuant to Section 202,
one or more  Unrestricted  Global  Debentures in an aggregate  principal  amount
equal to the principal amount of Definitive Debentures so transferred.

     (e)  Transfer  and  Exchange  of  Definitive   Debentures   for  Definitive
Debentures.  Upon request by a Holder of Definitive Debentures and such Holder's
compliance with the provisions of this Section 206(e),  the Debenture  Registrar
shall register the transfer or exchange of Definitive Debentures.  Prior to such
registration  of transfer or exchange,  the  requesting  Holder shall present or
surrender to the Debenture Registrar the Definitive  Debentures duly endorsed or
accompanied  by a written  instruction of transfer in form  satisfactory  to the
Debenture  Registrar  duly executed by such Holder or by the Holder's  attorney,
duly authorized in writing. In addition, the requesting Holder shall provide any
additional certifications,  documents and information,  as applicable,  required
pursuant to the following provisions of this Section 206(e).

          (i)  Restricted   Definitive   Debentures  to  Restricted   Definitive
     Debentures.  Any Restricted  Definitive Debenture may be transferred to and
     registered in the name of Persons who take delivery  thereof in the form of
     a Restricted  Definitive  Debenture if the Debenture Registrar receives the
     following:
                           
               (A) if the transfer  will be made pursuant to Rule 144A under the
          Securities  Act, then the transferor must deliver a certificate in the
          form of Exhibit B hereto,  including  the  certifications  in item (1)
          thereof;

               (B) if the  transfer  will be made  pursuant  to Rule 903 or Rule
          904, then the  transferor  must deliver a  certificate  in the form of
          Exhibit B hereto,  including the  certifications  in item (2) thereof;
          and

               (C) if the transfer will be made pursuant to any other  exemption
          from the  registration  requirements  of the Securities  Act, then the
          transferor must deliver a certificate in the form of Exhibit B hereto,
          including  the  certifications,  certificates  and  Opinion of Counsel
          required by item (3) thereof, if applicable.

          (ii)  Restricted  Definitive  Debentures  to  Unrestricted  Definitive
     Debentures.  Any  Restricted  Definitive  Debenture may be exchanged by the
     Holder thereof for an Unrestricted Definitive Debenture or transferred to a
     Person or Persons who take delivery  thereof in the form of an Unrestricted
     Definitive Debenture if:

                    (A) such  exchange or  transfer is effected  pursuant to the
               Exchange  Offer  in  accordance  with  the  Registration   Rights
               Agreement  and the  Holder,  in the case of an  exchange,  or the
               transferee,  in  the  case  of  a  transfer,   certifies  in  the
               applicable   Letter  of   Transmittal   that  it  is  not  (1)  a
               broker-dealer,  (2) a Person participating in the distribution of
               the Exchange  Debentures  or (3) a Person who is an affiliate (as
               defined in Rule 144) of the Company;

                    (B) any such  transfer  is  effected  pursuant  to the Shelf
               Registration Statement in accordance with the Registration Rights
               Agreement;

                    (C)  any  such  transfer  is  effected  by  a  Participating
               Broker-Dealer   pursuant  to  the  Exchange  Offer   Registration
               Statement in accordance with the Registration  Rights  Agreement;
               or

                    (D) the Debenture Registrar receives the following:

                         (1)  if  the  Holder  of  such  Restricted   Definitive
                    Debentures  proposes  to  exchange  such  Debentures  for an
                    Unrestricted  Definitive Debenture,  a certificate from such
                    Holder  in the  form of  Exhibit  C  hereto,  including  the
                    certifications in item (1)(d) thereof; or

                         (2)  if  the  Holder  of  such  Restricted   Definitive
                    Debentures  proposes to transfer such Debentures to a Person
                    who  shall  take   delivery   thereof  in  the  form  of  an
                    Unrestricted  Definitive Debenture,  a certificate from such
                    Holder  in the  form of  Exhibit  B  hereto,  including  the
                    certifications in item (4) thereof;

     and in each such case set forth in this  subparagraph (D), if the Debenture
     Registrar so requests,  an Opinion of Counsel in form reasonably acceptable
     to the  Company  to  the  effect  that  such  exchange  or  transfer  is in
     compliance  with the Securities Act and that the  restrictions  on transfer
     contained herein and in the Private Placement Legend are no longer required
     in order to maintain compliance with the Securities Act.

          (iii) Unrestricted  Definitive  Debentures to Unrestricted  Definitive
     Debentures.  A Holder of  Unrestricted  Definitive  Debentures may transfer
     such  Debentures to a Person who takes  delivery  thereof in the form of an
     Unrestricted  Definitive  Debenture.  Upon receipt of a request to register
     such a transfer,  the Debenture  Registrar shall register the  Unrestricted
     Definitive Debentures pursuant to the instructions from the Holder thereof.

         (f)  Exchange  Offer.  Upon the  occurrence  of the  Exchange  Offer in
accordance with the Registration  Rights Agreement,  the Company shall issue and
the  Trustee  shall  authenticate,  pursuant  to  Section  202,  (i) one or more
Unrestricted  Global  Debentures in an aggregate  principal  amount equal to the
principal amount of the beneficial interests in the Restricted Global Debentures
tendered for  acceptance  by Persons that certify in the  applicable  Letters of
Transmittal that (x) they are not broker-dealers, (y) they are not participating
in a distribution of the Exchange Debentures and (z) they are not affiliates (as
defined in Rule 144) of the  Company,  and accepted for exchange in the Exchange
Offer and (ii) Definitive  Debentures in an aggregate  principal amount equal to
the  principal  amount of the  Restricted  Definitive  Debentures  accepted  for
exchange  in  the  Exchange  Offer.  Concurrently  with  the  issuance  of  such
Debentures,  the  Trustee  shall  cause the  aggregate  principal  amount of the
applicable  Restricted  Global  Debentures  to be reduced  accordingly,  and the
Company  shall  execute and the Trustee  shall  authenticate  and deliver to the
Persons  designated  by  the  Holders  of  Definitive   Debentures  so  accepted
Definitive Debentures in the appropriate principal amount.

     (g) Legends.  The following  legends shall appear on the face of all Global
Debentures  and  Definitive   Debentures  issued  under  this  Indenture  unless
specifically  stated  otherwise in the applicable  provisions of this Indenture.

          (i) Private Placement Legend.  (A) Except as permitted by subparagraph
     (B) below,  each Global  Debenture and each  Definitive  Debenture (and all
     Debentures issued in exchange therefor or substitution  thereof) shall bear
     the legend in substantially the following form:

          "THIS DEBENTURE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE
          U.S.  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"), AND,
          ACCORDINGLY,   MAY  NOT  BE  OFFERED,   SOLD,   PLEDGED  OR  OTHERWISE
          TRANSFERRED  WITHIN  THE  UNITED  STATES OR TO, OR FOR THE  ACCOUNT OR
          BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY
          ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:
          (1) REPRESENTS  THAT (A) IT IS A "QUALIFIED  INSTITUTIONAL  BUYER" (AS
          DEFINED IN RULE 144A UNDER THE  SECURITIES  ACT) (A "QIB"),  OR (B) IT
          HAS ACQUIRED THIS  DEBENTURE IN AN OFFSHORE  TRANSACTION IN COMPLIANCE
          WITH  REGULATION S UNDER THE  SECURITIES  ACT, (2) AGREES THAT IT WILL
          NOT RESELL OR  OTHERWISE  TRANSFER  THIS  DEBENTURE  EXCEPT (A) TO THE
          COMPANY OR ANY OF ITS  SUBSIDIARIES,  (B) TO A PERSON  WHOM THE SELLER
          REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
          ACCOUNT OF A QIB IN A  TRANSACTION  MEETING THE  REQUIREMENTS  OF RULE
          144A, (C) IN AN OFFSHORE  TRANSACTION MEETING THE REQUIREMENTS OF RULE
          903 OR 904 OF THE  SECURITIES  ACT, (D) IN A  TRANSACTION  MEETING THE
          REQUIREMENTS  OF RULE 144 UNDER THE SECURITIES ACT, OR (E) PURSUANT TO
          AN EFFECTIVE  REGISTRATION  STATEMENT AND, IN EACH CASE, IN ACCORDANCE
          WITH THE APPLICABLE  SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
          OR ANY  OTHER  APPLICABLE  JURISDICTION  AND (3)  AGREES  THAT IT WILL
          DELIVER TO EACH PERSON TO WHOM THIS DEBENTURE OR AN INTEREST HEREIN IS
          TRANSFERRED A NOTICE  SUBSTANTIALLY  TO THE EFFECT OF THIS LEGEND.  AS
          USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE
          THE  MEANINGS  GIVEN TO THEM BY RULE  902 OF  REGULATION  S UNDER  THE
          SECURITIES ACT. THE FIRST SUPPLEMENTAL  INDENTURE CONTAINS A PROVISION
          REQUIRING  THE  TRUSTEE TO REFUSE TO  REGISTER  ANY  TRANSFER  OF THIS
          DEBENTURE IN VIOLATION OF THE FOREGOING."

               (B)  Notwithstanding  the  foregoing,  any  Global  Debenture  or
          Definitive   Debenture  issued  pursuant  to  subparagraphs   (b)(iv),
          (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this
          Section  206  (and all  Debentures  issued  in  exchange  therefor  or
          substitution thereof) shall not bear the Private Placement Legend.

          (ii)  Global  Debenture  Legend.  Each Global  Debenture  shall bear a
     legend in substantially the following form:

          "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE
          OF THE DEPOSITORY TRUST COMPANY,  A NEW YORK CORPORATION  ("DTC"),  TO
          THE ISSUER OR ITS AGENT FOR  REGISTRATION  OF TRANSFER,  EXCHANGE,  OR
          PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
          CO.  OR  IN  SUCH  OTHER  NAME  AS  IS  REQUESTED  BY  AN   AUTHORIZED
          REPRESENTATIVE  OF DTC (AND ANY  PAYMENT  IS MADE TO CEDE & CO.  OR TO
          SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF
          DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
          BY OR TO ANY PERSON IS  WRONGFUL,  INASMUCH  AS THE  REGISTERED  OWNER
          HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

          (iii) Regulation S Temporary Global Debenture Legend. The Regulation S
     Temporary  Global  Debenture  shall  bear a  legend  in  substantially  the
     following form:


          "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL DEBENTURE,
          AND  THE  CONDITIONS   AND  PROCEDURES   GOVERNING  ITS  EXCHANGE  FOR
          CERTIFICATED DEBENTURES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED
          HEREIN).  NEITHER  THE  HOLDER  NOR  THE  BENEFICIAL  OWNERS  OF  THIS
          REGULATION S TEMPORARY  GLOBAL  DEBENTURE SHALL BE ENTITLED TO RECEIVE
          PAYMENT OF INTEREST HEREON."

         (h) Cancellation  and/or Adjustment of Global Debentures.  At such time
as all beneficial interests in a particular Global Debenture have been exchanged
for Definitive  Debentures or a particular  Global  Debenture has been redeemed,
repurchased  or  canceled in whole and not in part,  each such Global  Debenture
shall be returned to or retained and canceled by the Trustee in accordance  with
Section 209. At any time prior to such cancellation,  if any beneficial interest
in a Global  Debenture is exchanged for or transferred to a Person who will take
delivery  thereof  in the  form  of a  beneficial  interest  in  another  Global
Debenture or for  Definitive  Debentures,  the  principal  amount of  Debentures
represented  by such  Global  Debenture  shall  be  reduced  accordingly  and an
endorsement  shall be made on such  Global  Debenture  by the  Trustee or by the
Depositary at the direction of the Trustee to reflect such reduction; and if the
beneficial  interest is being  exchanged for or transferred to a Person who will
take  delivery  thereof in the form of a beneficial  interest in another  Global
Debenture,  such other Global  Debenture  shall be increased  accordingly and an
endorsement  shall be made on such  Global  Debenture  by the  Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

     (i) General Provisions Relating to Transfers and Exchanges.

          (i) To permit  registrations  of transfers and exchanges,  the Company
     shall  execute and the Trustee shall  authenticate  Global  Debentures  and
     Definitive  Debentures  upon  the  Company's  order  or at the  Registrar's
     request.

          (ii) No  service  charge  shall  be made to a holder  of a  beneficial
     interest in a Global Debenture or to a Holder of a Definitive Debenture for
     any  registration  of  transfer  or  exchange,  but the Company may require
     payment  of  a  sum  sufficient  to  cover  any  transfer  tax  or  similar
     governmental  charge payable in connection  therewith  (other than any such
     transfer  taxes or similar  governmental  charge  payable upon  exchange or
     transfer pursuant to this Section 206).

          (iii) The  Debenture  Registrar  shall not be required to register the
     transfer of or exchange any Debenture  selected for  redemption in whole or
     in part,  except the unredeemed  portion of any Debenture being redeemed in
     part.

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

          (v) The Company  shall not be required  (A) to issue,  to register the
     transfer of or to exchange any Debentures  during a period beginning at the
     opening of business 15 days before the day of any  selection of  Debentures
     for redemption under Section 301 hereof and ending at the close of business
     on the day of selection, (B) to register the transfer of or to exchange any
     Debenture  so  selected  for  redemption  in whole or in part,  except  the
     unredeemed  portion  of any  Debenture  being  redeemed  in  part or (c) to
     register the  transfer of or to exchange a Debenture  between a record date
     and the next succeeding Interest Payment Date.

          (vi) The Trustee shall  authenticate  Global Debentures and Definitive
     Debentures in accordance with the provisions of Section 202.

          (vii)  All  certifications,   certificates  and  Opinions  of  Counsel
     required to be submitted to the  Registrar  pursuant to this Section 206 to
     effect  a  registration  of  transfer  or  exchange  may  be  submitted  by
     facsimile.

Section 207. Payment of Interest;  Interest Rights PreservedSection 207. Payment
of Interest; Interest Rights Preserved.

         Interest on any Debenture  which is payable,  and is punctually paid or
duly provided  for, on any Interest  Payment Date shall be paid to the Person in
whose name that Debenture (or one or more Predecessor  Debentures) is registered
at the close of business on the Regular Record Date for such interest.

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

               (1) The  Company  may  elect  to make  payment  of any  Defaulted
          Interest  to the  Persons  in whose  names  the  Debentures  (or their
          respective  Predecessor  Debentures)  are  registered  at the close of
          business on a Special  Record  Date for the payment of such  Defaulted
          Interest,  which shall be fixed in the following  manner.  The Company
          shall  notify  the  Trustee  in  writing  of the  amount of  Defaulted
          Interest  proposed  to be paid on each  Debenture  and the date of the
          proposed payment,  and at the same time the Company shall deposit with
          the Trustee an amount of money equal to the aggregate  amount proposed
          to be paid in  respect  of  such  Defaulted  Interest  or  shall  make
          arrangements satisfactory to the Trustee for such deposit prior to the
          date of the proposed payment,  such money when deposited to be held in
          trust  for the  benefit  of the  Persons  entitled  to such  Defaulted
          Interest in this Clause  provided.  Thereupon  the Trustee shall fix a
          Special Record Date for the payment of such  Defaulted  Interest which
          shall be not more than 15 days and not less than 10 days  prior to the
          date of the  proposed  payment  and not less  than 10 days  after  the
          receipt  by the  Trustee of the notice of the  proposed  payment.  The
          Trustee shall promptly  notify the Company of such Special Record Date
          and, in the name and at the expense of the Company, shall cause notice
          of the  proposed  payment of such  Defaulted  Interest and the Special
          Record Date therefor to be mailed,  first-class  postage  prepaid,  to
          each  Holder at his address as it appears in the  Debenture  Register,
          not less than 10 days prior to such Special Record Date. Notice of the
          proposed  payment of such  Defaulted  Interest and the Special  Record
          Date therefor having been so mailed,  such Defaulted Interest shall be
          paid to the Persons in whose names the Debentures (or their respective
          Predecessor  Debentures)  are  registered  at the close of business on
          such  Special  Record Date and shall no longer be payable  pursuant to
          the following Clause (2).

               (2) The Company may make payment of any Defaulted Interest in any
          other lawful  manner not  inconsistent  with the  requirements  of any
          securities  exchange on which the Debentures  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.

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

Section 208. Persons Deemed Owners.Section 208. Persons Deemed Owners.

     Prior to due presentment of a Debenture for  registration of transfer,  the
Company,  the  Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Debenture is registered as the owner of such Debenture
for the  purpose of  receiving  payment of  principal  of,  premium (if any) and
(subject to Section 207) interest on such  Debenture and for all other  purposes
whatsoever,  whether or not such Debenture be overdue,  and neither the Company,
the Trustee  nor any agent of the  Company or the  Trustee  shall be affected by
notice to the contrary.

Section 209. Cancellation.Section 209. Cancellation.

     The Company at any time may deliver to the  Trustee  for  cancellation  any
Debentures  previously  authenticated and delivered  hereunder which the Company
may have acquired in any manner  whatsoever,  and may deliver to the Trustee for
cancellation any Debentures previously authenticated hereunder which the Company
has not issued and sold.  The Trustee  shall  cancel and destroy all  Debentures
surrendered for registration of transfer,  exchange, payment or cancellation and
shall deliver certificates of destruction to the Company, all in accordance with
its  customary  practices.  The Company may not issue new  Debentures to replace
Debentures it has paid in full or delivered to the Trustee for cancellation.

Section 210. Computation of Interest.Section 210. Computation of Interest.

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

Section 211. CUSIP NumbersSection 211. CUSIP Numbers.

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


                           ARTICLE THREE ARTICLE THREE

                            Redemption of Debentures

Section 301. RedemptionSection 301. Redemption.

     The  Debentures  shall not be subject to  redemption  prior to their Stated
Maturity except as follows:

     (a) Optional  Redemption.  The Debentures are redeemable,  in whole or from
time to time in  part,  at the  option  of the  Company  on any  date  (each,  a
"Redemption Date") at a redemption price equal to the greater of (a) 100% of the
principal amount of the Debentures to be redeemed and (b) the sum of the present
values of the remaining  scheduled  payments of principal  and interest  thereon
(exclusive  of interest  accrued to such  Redemption  Date)  discounted  to such
Redemption  Date on a semiannual  basis  (assuming a 360-day year  consisting of
twelve 30-day months) at the Treasury Rate plus 25 basis points, plus, in either
case, accrued and unpaid interest on the principal amount being redeemed to such
Redemption Date. Notwithstanding the foregoing,  installments of interest on the
Debentures  that are due and payable on an Interest  Payment  Date falling on or
prior to the  relevant  Redemption  Date will be payable to the  Holders of such
Debentures  registered as such at the close of business on the relevant  Regular
Record Date according to their terms and the provisions of Sections 207 and 208.

     "Treasury  Rate" means,  with respect to any Redemption Date for Debentures
(a) the yield, under the heading that represents the average for the immediately
preceding week,  appearing in the most recently  published  statistical  release
designated  "H.15(519)" or any successor publication that is published weekly by
the Board of Governors of the Federal Reserve System and that establishes yields
on  actively  traded  United  States  Treasury  securities  adjusted to constant
maturity  under the caption  "Treasury  Constant  Maturities,"  for the maturity
corresponding  to the Comparable  Treasury Issue (if no maturity is within three
months  before or after the Final  Maturity  Date,  yields for the two published
maturities most closely  corresponding to the Comparable Treasury Issue shall be
determined and the Treasury Rate shall be interpolated or extrapolated from such
yields on a straight-line  basis,  rounding to the nearest month) or (b) if such
release (or any successor  release) is not published  during the week  preceding
the calculation  date or does not contain such yields,  the rate per annum equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue,
calculated  using a price for the  Comparable  Treasury  Issue  (expressed  as a
percentage of its principal  amount) equal to the Comparable  Treasury Price for
such  Redemption  Date.  The  Treasury  Rate  shall be  calculated  on the third
Business Day preceding the Redemption Date. As used in the immediately preceding
sentence and in the definition of "Reference  Treasury Dealer Quotations" below,
the term  "Business  Day" means each Monday,  Tuesday,  Wednesday,  Thursday and
Friday which is not a day on which banking  institutions in The City of New York
are authorized or obligated by law or executive order to close.

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

     "Independent Investment Banker" means Morgan Stanley & Co. Incorporated or,
if such firm is unwilling or unable to select the Comparable  Treasury Issue, an
independent investment banking institution of national standing appointed by the
Trustee after consultation with the Company.

     "Comparable  Treasury Price" means, with respect to any Redemption Date for
Debentures (a) the average of four Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest such Reference  Treasury
Dealer Quotations,  or (b) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.

     "Reference   Treasury   Dealer"   means  each  of  Morgan   Stanley  &  Co.
Incorporated,  ABN  AMRO  Incorporated  and  Chase  Securities  Inc.  and  their
respective  successors;  provided,  however,  that if any of the foregoing shall
cease to be a primary U.S. Government  securities dealer in the City of New York
(a "Primary  Treasury  Dealer"),  the Company will substitute  therefor  another
Primary Treasury Dealer.

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

     "Final Maturity Date" means December 16, 2008.

     Notice of any redemption by the Company will be mailed at least 30 days but
not more than 60 days  before the  relevant  Redemption  Date to each  holder of
Debentures to be redeemed. If less than all the Debentures are to be redeemed at
the option of the Company,  the Trustee will select,  in such manner as it deems
fair and appropriate, the Debentures to be redeemed.

     Unless the Company  defaults  in payment of the  redemption  price,  on and
after the  Redemption  Date interest  will cease to accrue on the  Debentures or
portions thereof called for redemption.

Section  302.  Selection by Trustee of  Debentures  to Be  RedeemedSection  302.
Selection by Trustee of Debentures to Be Redeemed.

     If  less  than  all  the  Debentures  are to be  redeemed  (unless  all the
Debentures  are to be redeemed or unless such  redemption  affects only a single
Debenture),  the particular Debentures to be redeemed shall be selected not more
than 60 days prior to the Redemption  Date by the Trustee,  from the Outstanding
Debentures of such series not previously  called for redemption,  by such method
as the  Trustee  shall deem fair and  appropriate  and which may provide for the
selection for  redemption of a portion of the principal  amount of any Debenture
of such series,  provided that the unredeemed portion of the principal amount of
any Debenture  shall be in an authorized  denomination  (which shall not be less
than the minimum authorized  denomination) for such Debenture.  If less than all
the Debentures are to be redeemed (unless such redemption  affects only a single
Debenture),  the particular Debentures to be redeemed shall be selected not more
than 60 days prior to the Redemption  Date by the Trustee,  from the Outstanding
Debentures not previously called for redemption in accordance with the preceding
sentence.

     The Trustee shall promptly  notify the Company in writing of the Debentures
selected for redemption as aforesaid and, in case of any Debentures selected for
partial redemption as aforesaid, the principal amount thereof to be redeemed.

     The provisions of the two preceding paragraphs shall not apply with respect
to any redemption  affecting only a single Debenture,  whether such Debenture is
to be redeemed in whole or in part. In the case of any such  redemption in part,
the unredeemed  portion of the principal  amount of the Debenture shall be in an
authorized  denomination  (which  shall not be less than the minimum  authorized
denomination) for such Debenture.

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

Section 303. Notice of RedemptionSection 303. Notice of Redemption.

     Notice of  redemption  shall be given to each  Holder of  Debentures  to be
redeemed, at such Holder's address appearing in the Debenture Register.

     All notices of redemption  shall identify the Debentures to be redeemed and
shall state:

     (1) the Redemption Date,

     (2) the Redemption Price,

     (3) if less than all the Outstanding  Debentures  consisting of more than a
single  Debenture are to be redeemed,  the  identification  (and, in the case of
partial  redemption  of any  such  Debentures,  the  principal  amounts)  of the
particular  Debentures  to be  redeemed  and,  if less than all the  Outstanding
Debentures  consisting of a single  Debenture are to be redeemed,  the principal
amount of the particular Debenture to be redeemed,

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

     (5) the place or places where each such Debenture is to be surrendered  for
payment of the Redemption Price.

     Notice of redemption of Debentures to be redeemed shall be irrevocable.

     The notice if mailed in the manner herein  provided  shall be  conclusively
presumed to have been given,  whether or not the Holder receives such notice. In
any case, failure to give such notice by mail or any defect in the notice to the
Holder of any Debenture  designated  for  redemption as a whole or in part shall
not affect the  validity  of the  proceedings  for the  redemption  of any other
Debenture.

Section 304.  Deposit of  Redemption  PriceSection  304.  Deposit of  Redemption
Price.

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

Section  305.  Debentures  Payable on  Redemption  DateSection  305.  Debentures
Payable on Redemption Date.

     Notice of redemption  having been given as aforesaid,  the Debentures so to
be  redeemed  shall,  on the  Redemption  Date,  become  due and  payable at the
Redemption  Price  therein  specified,  and from and after such date (unless the
Company  shall  default  in the  payment  of the  Redemption  Price and  accrued
interest) such  Debentures  shall cease to bear interest.  Upon surrender of any
such  Debenture for  redemption in accordance  with said notice,  such Debenture
shall be paid by the Company at the  Redemption  Price,  together  with  accrued
interest  to the  Redemption  Date;  provided,  however,  that  installments  of
interest  whose Stated  Maturity is on or prior to the  Redemption  Date will be
payable  to  the  Holders  of  such  Debentures,  or  one  or  more  Predecessor
Debentures,  registered as such at the close of business on the relevant  Record
Dates according to their terms and the provisions of Section 207.

Section 306.  Debentures  Redeemed in PartSection  306.  Debentures  Redeemed in
Part.

     Any Debenture  which is to be redeemed only in part shall be surrendered at
the office or agency of the Company  designated  pursuant to Section 1002 (with,
if the  Company or the Trustee so  requires,  due  endorsement  by, or a written
instrument of transfer in form  satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing), and
the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Debenture  without service charge,  a new Debenture or Debentures
and of like tenor,  of any authorized  denomination as requested by such Holder,
in  aggregate  principal  amount  equal to and in  exchange  for the  unredeemed
portion of the principal of the  Debenture so  surrendered;  provided,  however,
that a Depositary need not surrender a Global Debenture for a partial redemption
and may be  authorized  to make a  notation  on such  Global  Debenture  of such
partial  redemption.  In the case of a partial redemption of a Global Debenture,
the Depositary, and in turn, the participants in the Depositary,  shall have the
responsibility to select any Debentures to be redeemed by random lot.


                            ARTICLE FOUR ARTICLE FOUR

                           Satisfaction and Discharge

Section 401.  Satisfaction and Discharge of Indenture.Section  401. Satisfaction
and Discharge of Indenture.

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

          (1) either

               (A) all Debentures theretofore authenticated and delivered (other
          than (i)  Debentures  which  have been  destroyed,  lost or stolen and
          which have been  replaced  or paid as provided in Section 306 and (ii)
          Debentures for whose payment money has  theretofore  been deposited in
          trust or  segregated  and held in trust by the Company and  thereafter
          repaid to the Company or  discharged  from such trust,  as provided in
          Section 1003) have been delivered to the Trustee for cancellation; or

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

                    (i) have become due and payable or

                    (ii) will  become due and payable at their  Stated  Maturity
               within one year,  and the Company,  in the case of (A)(i) or (ii)
               above,  has deposited or caused to be deposited  with the Trustee
               as trust funds in trust for the purpose an amount  sufficient  to
               pay and  discharge  the  entire  indebtedness  evidenced  by such
               Debentures   not   theretofore   delivered  to  the  Trustee  for
               cancellation,  for  principal  and  interest  to the date of such
               deposit  (in the case of  Debentures  which  have  become due and
               payable) or to the Stated Maturity, as the case may be;

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

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

Notwithstanding   the  satisfaction   and  discharge  of  this  Indenture,   the
obligations  of the Company to the Trustee under Section 607 and, if money shall
have been deposited with the Trustee  pursuant to subclause (B) of Clause (1) of
this  Section,  the  obligations  of the Trustee  under Section 402 and the last
paragraph of Section 1003 shall survive.

Section 402. Application of Trust Money.Section 402. Application of Trust Money.

     Subject to the  provisions of the last paragraph of Section 1003, all money
deposited  with the  Trustee  pursuant to Section 401 shall be held in trust and
applied by it, in  accordance  with the  provisions of the  Debentures  and this
Indenture,  to  the  payment,  either  directly  or  through  any  Paying  Agent
(including  the  Company  acting as its own  Paying  Agent) as the  Trustee  may
determine,  to the Persons entitled  thereto,  of the principal and interest for
whose payment such money has been deposited with the Trustee.

                            ARTICLE FIVE ARTICLE FIVE

                                    Remedies

Section 501. Events of Default.Section 501. Events of Default.

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

     (1)  default in the  payment of any  interest  upon any  Debenture  when it
becomes due and  payable,  and  continuance  of such  default for a period of 30
days; or

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

     (3) default in the performance,  or breach,  of any covenant,  agreement or
condition of the Company in this Indenture or the Debentures, and continuance of
such default for a period of 90 days after there has been given,  by  registered
or  certified  mail,  to the  Company by the  Trustee or to the  Company and the
Trustee by the Holders of at least 35% in  principal  amount of the  Outstanding
Debentures  a written  notice  specifying  such  default and  requiring it to be
remedied and stating that such notice is a "Notice of Default" hereunder; or

     (4) the  entry by a court  having  jurisdiction  in the  premises  of (A) a
decree or order for  relief in respect of the  Company  of a  voluntary  case or
proceeding  under  any  applicable  Federal  or  State  bankruptcy,  insolvency,
reorganization  or other  similar  law or (B) a decree  or order  adjudging  the
Company a bankrupt or  insolvent,  or  approving  as  properly  filed a petition
seeking reorganization,  arrangement, adjustment or composition of or in respect
of the  Company  under any  applicable  Federal or State law,  or  appointing  a
custodian,  receiver,  liquidator,  assignee,  trustee,  sequestrator  or  other
similar official of the Company or of any substantial  part of its property,  or
ordering the winding up or  liquidation of its affairs,  and the  continuance of
any such decree or order for relief or any such other  decree or order  unstayed
and in effect for a period of 90 consecutive days; or

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

Section 502.  Acceleration  of Maturity;  Rescission and  AnnulmentSection  502.
Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default (other than those  specified in Sections  501(4) and
501(5)) occurs and is continuing, then and in every such case the Trustee or the
Holders of not less than 35% in principal  amount of the Outstanding  Debentures
may  declare  the  principal  of  all  the  Debentures  to be  due  and  payable
immediately,  by a notice in writing to the Company (and to the Trustee if given
by  Holders),  and  upon  any  such  declaration  such  principal  shall  become
immediately due and payable.

     Notwithstanding the foregoing, in the case of an Event of Default specified
in Sections 501(4) or 501(5), all Outstanding  Debentures will ipso facto become
due and payable  without any declaration or other Act on the part of the Trustee
or any Holder.

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

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

               (A) all overdue interest on all Debentures,

               (B)  the  principal  of any  Debentures  which  have  become  due
          otherwise  than by  such  declaration  of  acceleration  and  interest
          thereon at the rate borne by the Debentures,

               (C) to the  extent  that  payment  of such  interest  is  lawful,
          interest  upon overdue  interest at the rate borne by the  Debentures,
          and

               (D) all sums paid or advanced by the  Trustee  hereunder  and the
          reasonable compensation,  expenses,  disbursements and advances of the
          Trustee, its agents and counsel, and any other amounts due the Trustee
          under Section 607; and

          (2) all Events of Default,  other than the nonpayment of the principal
     of  Debentures  which  have  become  due  solely  by  such  declaration  of
     acceleration, have been cured or waived as provided in Section 513.

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

Section  503.   Collection  of   Indebtedness   and  Suits  for  Enforcement  by
TrusteeSection  503.  Collection of  Indebtedness  and Suits for  Enforcement by
Trustee.

The Company covenants that if

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

          (2) default is made in the payment of the  principal of any  Debenture
     at the Maturity thereof,

the Company will, upon demand of the Trustee,  pay to it, for the benefit of the
Holders  of such  Debentures,  the whole  amount  then due and  payable  on such
Debentures  for principal and interest,  and, to the extent that payment of such
interest shall be legally enforceable,  interest on any overdue principal and on
any  overdue  interest,  at the rate borne by the  Debentures,  and, in addition
thereto,  such  further  amount  as shall be  sufficient  to cover the costs and
expenses  of  collection,  including  the  reasonable  compensation,   expenses,
disbursements and advances of the Trustee, its agents and counsel.

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

Section  504.  Trustee May File  Proofs of  ClaimSection  504.  Trustee May File
Proofs of Claim.

     In case of any  judicial  proceeding  relative to the Company (or any other
obligor upon the Debentures),  its property or its creditors,  the Trustee shall
be entitled and empowered,  by intervention in such proceeding or otherwise,  to
take any and all actions  authorized  under the Trust  Indenture Act in order to
have claims of the Holders and the Trustee  allowed in any such  proceeding.  In
particular, the Trustee shall be authorized to collect and receive any moneys or
other  property  payable or deliverable on any such claims and to distribute the
same; and any custodian,  receiver, assignee, trustee, liquidator,  sequestrator
or other similar official in any such judicial  proceeding is hereby  authorized
by each Holder to make such  payments to the Trustee  and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation,  expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

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

Section 505. Trustee May Enforce Claims Without Possession of  DebenturesSection
505. Trustee May Enforce Claims Without Possession of Debentures.

     All rights of action and claims under this  Indenture or the Debentures may
be prosecuted  and enforced by the Trustee  without the possession of any of the
Debentures or the production thereof in any proceeding relating thereto, and any
such  proceeding  instituted  by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the  reasonable  compensation,  expenses,  disbursements  and
advances of the Trustee,  its agents and counsel,  and any other amounts due the
Trustee  under  Section  607, be for the  ratable  benefit of the Holders of the
Debentures in respect of which such judgment has been recovered.

Section 506.  Application of Money  Collected.Section  506. Application of Money
Collected.

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

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

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

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

Section 507. Limitation on Suits.Section 507. Limitation on Suits.

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

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

          (2) the  Holders  of not less  than  35% in  principal  amount  of the
     Outstanding  Debentures  shall have made written  request to the Trustee to
     institute  proceedings  in respect of such Event of Default in its own name
     as Trustee hereunder;

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

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

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

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

Section 508.  Unconditional  Right of Holders to Receive Principal,  Premium and
Interest.Section  508.  Unconditional  Right of Holders  to  Receive  Principal,
Premium and Interest.

     Notwithstanding  any other provision in this  Indenture,  the Holder of any
Debenture shall have the right, which is absolute and unconditional,  to receive
payment of the  principal  of,  premium (if any) and  (subject  to Section  307)
interest on such Debenture on the respective Stated Maturities expressed in such
Debenture  (or,  in the case of  redemption,  on the  Redemption  Date),  and to
institute suit for the  enforcement  of any such payment,  and such rights shall
not be impaired without the consent of such Holder.

Section 509.  Restoration  of Rights and  Remedies.Section  509.  Restoration of
Rights and Remedies.

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

Section 510.  Rights and Remedies  Cumulative.Section  510.  Rights and Remedies
Cumulative.

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

Section 511.  Delay or Omission  Not  WaiverSection  511.  Delay or Omission Not
Waiver.

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

Section 512. Control by HoldersSection 512. Control by Holders.

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

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

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

Section 513. Waiver of Past Defaults.Section 513. Waiver of Past Defaults.

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

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

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

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

Section 514. Undertaking for Costs.Section 514. Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit  against  the  Trustee  for any action  taken or omitted by it as
Trustee,  a court  may  require  any  party  litigant  in  such  suit to file an
undertaking  to pay the costs of the suit,  and the court may assess  reasonable
costs,  including reasonable  attorney's fees, against any party litigant in the
suit  having due  regard to the merits and good faith of the claims or  defenses
made by the party  litigant;  but the provisions of this Section shall not apply
to any suit instituted by the Company, to any Suit instituted by the Trustee, to
any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal  amount of the outstanding  Debentures of any series,
or to any suit  instituted by any Holder for the  enforcement  of the payment of
the principal of or interest on any Debenture on or after the Stated Maturity of
such Debenture (or, in the case of redemption, on or after the Redemption Date).

Section 515.  Waiver of Stay or Extension  Laws.Section  515.  Waiver of Stay or
Extension Laws.

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


                             ARTICLE SIX ARTICLE SIX

                                   The Trustee

Section 601. Certain Duties and Responsibilities.Section 601. Certain Duties and
Responsibilities.

     The duties and  responsibilities of the Trustee shall be as provided by the
Trust  Indenture  Act.  Notwithstanding  the  foregoing,  no  provision  of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers,  if it shall have  reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not  reasonably  assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting  the  liability of or affording  protection to the Trustee shall be
subject to the provisions of this Section.

Section 602.  Notice of Defaults.Section 602.  Notice of Defaults.

         The Trustee shall give the Holders  notice of any default  hereunder as
and to the extent provided by the Trust Indenture Act; provided,  however,  that
in the case of any default of the character specified in Section 501(3), no such
notice to Holders  shall be given  until at least 30 days  after the  occurrence
thereof.  For the purpose of this Section,  the term  "default"  means any event
which is, or after  notice or lapse of time or both  would  become,  an Event of
Default.

Section 603.  Certain Rights of Trustee.Section 603.  Certain Rights of Trustee.

          Subject to the provisions of Section 601:

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

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

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

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

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

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

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

          (h) the Trustee shall not be liable for any action taken,  suffered or
     omitted 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.

Section 604. Not  Responsible  for  Recitals.Section  604. Not  Responsible  for
Recitals.

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

Section 605. May Hold Debentures.Section 605. May Hold Debentures.

     The Trustee,  any Paying Agent, any Debenture  Registrar or any other agent
of the Company, in its individual or any other capacity, may become the owner or
pledgee of Debentures  and,  subject to Sections 608 and 613, may otherwise deal
with the  Company  with the same  rights it would  have if it were not  Trustee,
Paying Agent, Debenture Registrar or such other agent.

Section 606. Money Held in Trust.Section 606. Money Held in Trust.

     Money held by the Trustee in trust  hereunder  need not be segregated  from
other funds except to the extent  required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed in writing with the Company.

Section  607.  Compensation  and  ReimbursementSection   607.  Compensation  and
Reimbursement.

     The Company agrees

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

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

          (3) to indemnify the Trustee for, and to hold it harmless against, any
     loss,  liability or expense incurred without negligence or bad faith on its
     part, arising out 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.

The  obligations  of the  Company  under  this  Section  607 shall  survive  the
satisfaction  and discharge of this Indenture.  To secure the Company's  payment
obligations  in this  Section  607,  the Trustee  shall have a lien prior to the
Debentures  on all money or property  held or collected  by the Trustee,  except
that held in trust to pay  principal and interest on the  Debentures.  Such lien
shall survive the satisfaction and discharge of this Indenture. When the Trustee
incurs  expenses  or  renders  services  after a Default  or an Event of Default
specified  in Sections  501(4) or 501(5)  hereof  occurs,  the  expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration  under U.S. Code,
Title 11 or any other  similar  foreign,  federal or state law for the relief of
debtors.

Section    608.    Disqualification;    Conflicting    Interests.Section    608.
Disqualification; Conflicting Interests.

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

Section 609.  Corporate Trustee  Required;  Eligibility.Section  609.  Corporate
Trustee Required; Eligibility.

     There  shall at all times be a Trustee  hereunder  which  shall be a Person
that is eligible  pursuant to the Trust  Indenture  Act to act as such and has a
combined capital and surplus of at least  $50,000,000.  If such Person publishes
reports of condition at least annually,  pursuant to law or to the  requirements
of said  supervising  or  examining  authority,  then for the  purposes  of this
Section,  the combined  capital and surplus of such Person shall be deemed to be
its  combined  capital  and  surplus as set forth in its most  recent  report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section,  it shall resign  immediately in
the manner and with the effect hereinafter specified in this Article.

Section 610.  Resignation  and Removal;  Appointment of  Successor.Section  610.
Resignation and Removal; Appointment of Successor.

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

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

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

          (d) If at any time:

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

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

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

then,  in any such case,  (i) the Company by a Board  Resolution  may remove the
Trustee,  or (ii)  subject to Section  514,  any Holder who has been a bona fide
Holder of a Debenture  for at least six months may, on behalf of himself and all
others similarly situated,  petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

          (e) If the Trustee  shall  resign,  be removed or become  incapable of
     acting, or if a vacancy shall occur in the office of Trustee for any cause,
     the Company,  by a Board  Resolution,  shall  promptly  appoint a successor
     Trustee.   If,  within  one  year  after  such   resignation,   removal  or
     incapability,  or the occurrence of such vacancy, a successor Trustee shall
     be appointed by Act of the Holders of a majority in principal amount of the
     Outstanding  Debentures  delivered to the Company and the retiring Trustee,
     the successor Trustee so appointed shall,  forthwith upon its acceptance of
     such appointment,  become the successor Trustee and supersede the successor
     Trustee  appointed by the Company.  If no successor Trustee shall have been
     so appointed by the Company or the Holders and accepted  appointment in the
     manner hereinafter provided,  any Holder who has been a bona fide Holder of
     a  Debenture  for at least six months  may,  on behalf of  himself  and all
     others similarly situated, petition any court of competent jurisdiction for
     the appointment of a successor Trustee.

          (f) The Company shall give notice of each resignation and each removal
     of the Trustee and each  appointment of a successor  Trustee to all Holders
     in the manner  provided in Section 106.  Each notice shall include the name
     of the successor Trustee and the address of its Corporate Trust Office.

Section 611. Acceptance of Appointment by  Successor.Section  611. Acceptance of
Appointment by Successor.

     Every successor Trustee appointed hereunder shall execute,  acknowledge and
deliver to the Company and to the retiring Trustee an instrument  accepting such
appointment,  and thereupon the  resignation or removal of the retiring  Trustee
shall become  effective  and, such successor  Trustee,  without any further act,
deed or conveyance,  shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee;  but, on 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. 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.

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

Section 612. Merger,  Conversion,  Consolidation or Successor to BusinessSection
612. Merger, Conversion, Consolidation or Successor to Business.

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

Section 613.  Preferential  Collection of Claims  Against  Company.Section  613.
Preferential Collection of Claims Against Company.

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

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

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


                           ARTICLE SEVEN ARTICLE SEVEN

                Holders' Lists and Reports by Trustee and Company

Section 701.  Company to Furnish Trustee Names and Addresses of  Holders.Section
701. Company to Furnish Trustee Names and Addresses of Holders.

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

          (a) on each Regular  Record Date, a list,  in such form as the Trustee
     may  reasonably  require,  of the names and  addresses of the Holders as of
     such Regular Record Date, and

          (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;

excluding from any such list names and addresses  received by the Trustee in its
capacity as Debenture Registrar;  provided,  however,  that no such list need be
furnished so long as the Trustee is acting as Debenture Registrar.

Section 702. Preservation of Information; Communications to Holders.Section 702.
Preservation of Information; Communications to Holders.

          (a) The Trustee shall preserve,  in as current a form as is reasonably
     practicable,  the names and  addresses  of  Holders  contained  in the most
     recent  list  furnished  to the  Trustee as provided in Section 701 and the
     names and  addresses of Holders  received by the Trustee in its capacity as
     Debenture  Registrar.  The Trustee may destroy any list  furnished to it as
     provided in Section 701 upon receipt of a new list so furnished.

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

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

Section 703. Reports by Trustee.Section 703. Reports by Trustee.

          (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.  Reports so required to be transmitted at stated  intervals of not
     more than 12 months shall be  transmitted no later than January 31, in each
     calendar year, commencing in January 2000.

          (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 upon which the
     Debentures  are  listed,  with the  Commission  and with the  Company.  The
     Company will notify the Trustee when the Debentures are listed on any stock
     exchange.

Section 704. Reports by Company.Section 704. Reports by Company.

     The Company shall file with the Trustee and the Commission, and transmit to
Holders,  such  information,  documents and other  reports,  and such  summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to such Act; provided that any such information,
documents  or reports  required  to be filed  with the  Commission  pursuant  to
Section 13 or 15(d) of the Exchange  Act shall be filed with the Trustee  within
15 days after the same is so  required to be filed with the  Commission.  In the
event the Company is not subject to Section 13 or 15(d) of the Exchange  Act, it
shall  file  with the  Trustee  upon  request  the  information  required  to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.


                           ARTICLE EIGHT ARTICLE EIGHT

                         Consolidation, Merger and Sale

Section 801.  Consolidations and Mergers  Permitted.Section 801.  Consolidations
and Mergers Permitted.

     Nothing  contained  in this  Indenture  or in any of the  Debentures  shall
prevent  any  consolidation  or  merger  of the  Company  with or into any other
corporation or  corporations  (whether or not affiliated  with the Company),  or
successive  consolidations  or mergers in which the Company or its  successor or
successors shall be a party or parties,  or shall prevent any sale,  conveyance,
transfer  or other  disposition  of the assets or property of the Company or its
successor or successors as an entirety,  or substantially as an entirety, to any
other  corporation  (whether or not affiliated with the Company or its successor
or successors)  authorized to acquire and operate the same;  provided,  however,
the Company  hereby  covenants  and agrees  that,  upon any such  consolidation,
merger, sale,  conveyance,  transfer or other disposition,  the due and punctual
payment  of the  principal  of  (premium,  if any)  and  interest  on all of the
Debentures,  according to their tenor, and the due and punctual  performance and
observance of all the covenants and  conditions of this  Indenture to be kept or
performed by the Company,  shall be expressly assumed, by supplemental indenture
(which shall  conform to the  provisions  of the Trust  Indenture Act as then in
effect)  satisfactory  in form to the  Trustee  executed  and  delivered  to the
Trustee by the entity  formed by such  consolidation,  or into which the Company
shall have been merged,  or by the entity which shall have  acquired such assets
or property.

Section  802.  Rights and Duties of  Successor  CompanySection  802.  Rights and
Duties of Successor Company.

     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  principal  of,
premium,  if any, and interest on all of the Debentures and the due and punctual
performance  of all of the  covenants  and  conditions  of this  Indenture to be
performed by the Company,  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 the predecessor  corporation shall
be  relieved of all  obligations  and  covenants  under this  Indenture  and the
Debentures. 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  Debentures,  any or all of the Debentures  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
Debentures which previously shall have been signed and delivered by the officers
of the predecessor Company to the Trustee for authentication, and any Debentures
which  such  successor  corporation  thereafter  shall  cause to be  signed  and
delivered to the Trustee for that purpose. All the Debentures so issued shall in
all respects  have the same legal rank and benefit  under this  Indenture as the
Debentures theretofore or thereafter issued in accordance with the terms of this
Indenture  as though all of such  Debentures  had been issued at the date of the
execution hereof.

     Nothing  contained  in this  Indenture  or in any of the  Debentures  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 803. Opinion of CounselSection 803. Opinion of Counsel.

     The Trustee may receive an Opinion of Counsel as  conclusive  evidence that
any such consolidation, merger, sale, conveyance, transfer or other disposition,
and any such assumption, comply with the provisions of this Article.


                            ARTICLE NINE ARTICLE NINE

                             Supplemental Indentures

Section 901.  Supplemental  Indentures  Without Consent of  HoldersSection  901.
Supplemental Indentures Without Consent of Holders.

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

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

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

          (3) to add any  additional  Events of Default  for the  benefit of the
     Holders; or

          (4) to cure any  ambiguity,  to correct or  supplement  any  provision
     herein which may be  inconsistent  with any other provision  herein,  or to
     make any other  provisions  with  respect to matters or  questions  arising
     under this Indenture which shall not be inconsistent with the provisions of
     this Indenture, provided that such action pursuant to this Clause (4) shall
     not adversely affect the interests of the Holders in any material respect.

     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.

     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  Debentures  at the  time  outstanding,  notwithstanding  any of the
provisions of Section 902.

Section  902.  Supplemental  Indentures  with  Consent  of  HoldersSection  902.
Supplemental Indentures with Consent of Holders.

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

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

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

          (3) modify  any of the  provisions  of this  Section,  Section  513 or
     Section  1011,  except to increase any such  percentage  or to provide that
     certain  other  provisions of this  Indenture  cannot be modified or waived
     without the consent of the Holder of each  Outstanding  Debenture  affected
     thereby.

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

Section  903.  Execution of  Supplemental  IndenturesSection  903.  Execution of
Supplemental Indentures.

     In  executing,   or  accepting  the  additional   trusts  created  by,  any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture,  the Trustee shall be entitled to receive,
and  (subject  to Section  601) shall be fully  protected  in relying  upon,  in
addition to the documents required by Section 102, an Opinion of Counsel stating
that the execution of such supplemental  indenture is authorized or permitted by
this  Indenture.  The Trustee may, but shall not be obligated to, enter into any
such  supplemental  indenture which affects the Trustee's own rights,  duties or
immunities under this Indenture or otherwise.

Section  904.   Effect  of   Supplemental   IndenturesSection   904.  Effect  of
Supplemental Indentures.

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

Section 905.  Conformity  with Trust Indenture  ActSection 905.  Conformity with
Trust Indenture Act.

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

Section 906.  Reference in Debentures  to  Supplemental  IndenturesSection  906.
Reference in Debentures to Supplemental Indentures.

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


                             ARTICLE TEN ARTICLE TEN

                                    Covenants

Section 1001. Payment of Principal, Premium and InterestSection 1001. Payment of
Principal, Premium and Interest.

     The Company shall duly and  punctually  pay the  principal of,  premium (if
any)  and  interest  on the  Debentures  in  accordance  with  the  terms of the
Debentures and this Indenture.

Section 1002. Maintenance of Office or AgencySection 1002. Maintenance of Office
or Agency.

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

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

Section 1003.  Money for Debentures  Payments to Be Held in  TrustSection  1003.
Money for Debentures Payments to Be Held in Trust.

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

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

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

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

     Any money  deposited with the Trustee or any Paying Agent,  or then held by
the  Company,  in trust for the payment of the  principal  of or interest on any
Debenture and remaining unclaimed for 18 months after such principal, premium or
interest  has become  due and  payable  shall be paid to the  Company on Company
Request,  or (if then held by the Company) shall be discharged  from such trust;
and the Holder of such  Debenture  shall  thereafter,  as an  unsecured  general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee  thereof,  shall thereupon cease;  provided,  however,
that the Trustee or such Paying  Agent,  before being  required to make any such
repayment,  may at the expense of the Company  cause to be published  once, in a
newspaper  published  in the English  language,  customarily  published  on each
Business  Day and of general  circulation  in The City of New York,  notice that
such money remains  unclaimed and that,  after a date specified  therein,  which
shall not be less than 30 days from the date of such publication,  any unclaimed
balance of such money then remaining shall be repaid to the Company.

Section  1004.  Statement by Officers as to  DefaultSection  1004.  Statement by
Officers as to Default.

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

Section 1005. ExistenceSection 1005. Existence.

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

Section 1006. Maintenance of PropertiesSection 1006. Maintenance of Properties.

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

Section 1007.  Payment of Taxes and Other  ClaimsSection  1007. Payment of Taxes
and Other Claims.

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

Section 1008. Book-Entry SystemSection 1008. Book-Entry System.

     If the Debentures cease to trade in the Depositary's  book-entry settlement
system, the Company covenants and agrees that it shall use reasonable efforts to
make such other  book-entry  arrangements  that it determines are reasonable for
the Debentures.

Section 10.09. Liens.

     The Company shall not issue, assume or guarantee any Debt secured by a Lien
upon any property or assets (other than cash) of the Company without at the same
time effectively  providing that the outstanding  Debentures  (together with any
other  indebtedness  or obligation  then existing or thereafter  created ranking
equally with the Debentures) shall be secured equally and ratably with (or prior
to)  such  Debt for so long as such  Debt  shall be so  secured.  The  foregoing
restriction on Liens shall not, however, apply to:

          (a)  Liens  in  existence  on the  date of  original  issuance  of the
     Debentures;

          (b) (i) any  Lien  created  or  arising  over  any  property  which is
     acquired,  constructed or created by the Company, but only if (A) such Lien
     secures only principal amounts (not exceeding the cost of such acquisition,
     construction  or  creation)  of  Debt  incurred  for the  purposes  of such
     acquisition,  construction or creation,  together with any costs, expenses,
     interest  and fees  incurred  in relation  thereto or a guarantee  given in
     respect  thereof,  (B) such Lien is  created or arises on or before 90 days
     after the completion of such acquisition,  construction or creation and (C)
     such Lien is confined  solely to the property so acquired,  constructed  or
     created;  or (ii)  any  Lien to  secure  Debt of the  Company  incurred  in
     connection with a specifically  identifiable project where the Lien relates
     and is confined to a property or properties (including, without limitation,
     shares  or other  rights of  ownership  in the  entity(ies)  which own such
     property or project)  involved in such  project and acquired by the Company
     after the date of original  issuance of the  Debentures and the recourse of
     the  creditors  in  respect  of such Debt is  limited to any or all of such
     project and property  (including  the  foregoing  shares or other rights of
     ownership;

          (c) any  Lien  securing  amounts  not  more  than 90 days  overdue  or
     otherwise being contested in good faith;

          (d) (i) rights of financial  institutions to offset credit balances in
     connection with the operation of cash management  programs  established for
     the benefit of the Company or in connection with the issuance of letters of
     credit for the benefit of the Company;  (ii) any Lien  securing Debt of the
     Company  incurred in connection with the financing of accounts  receivable;
     (iii)  any  Lien  incurred  or  deposits  made in the  ordinary  course  of
     business, including, but not limited to, (A) any mechanics', materialmen's,
     carriers',  workmen's,  vendors'  or other  like  Liens  and (B) any  Liens
     securing  amounts in connection  with workers'  compensation,  unemployment
     insurance and other types of social  security;  (iv) any Lien upon specific
     items of  inventory  or other goods and  proceeds  of the Company  securing
     obligations  of the  Company in respect of bankers'  acceptances  issued or
     created for the account of such Person to facilitate the purchase, shipment
     or storage of such  inventory  or other  goods;  (v) any Lien  incurred  or
     deposits made securing the  performance  of tenders,  bids,  leases,  trade
     contracts (other than for borrowed money),  statutory  obligations,  surety
     bonds,   appeal   bonds,    government   contracts,    performance   bonds,
     return-of-money  bonds and other obligations of like nature incurred in the
     ordinary  course of business;  (vi) any Lien  constituted by a right of set
     off or  right  over a  margin  call  account  or any  form  of cash or cash
     collateral or any similar  arrangement for obligations  incurred in respect
     of the hedging or  management  of risks under  transactions  involving  any
     currency  or  interest  rate  swap,  cap or  collar  arrangements,  forward
     exchange  transaction,  option,  warrant,  forward rate agreement,  futures
     contract or other derivative instrument of any kind; (vii) any Lien arising
     out of title  retention or like  provisions in connection with the purchase
     of goods and equipment in the ordinary  course of business;  and (viii) any
     Lien securing reimbursement obligations under letters of credit, guarantees
     and other forms of credit enhancement given in connection with the purchase
     of goods and equipment in the ordinary course of business;

          (e) (i) Liens on any property or assets  acquired  from a  corporation
     which is merged with or into the Company and is not created in anticipation
     of any such transaction  (unless such Lien was created to secure or provide
     for the payment of any part of the purchase price of such  corporation) and
     (ii) any Lien on any property or assets existing at the time of acquisition
     thereof by the  Company and which is not  created in  anticipation  of such
     acquisition  (unless  such Lien was  created to secure or  provide  for the
     payment of any part of the purchase price of such property or assets);

          (f) (i) Liens  required by any  contract or statute in order to permit
     the Company to perform any  contract or  subcontract  made by it with or at
     the  request  of  a  governmental  entity  or  any  department,  agency  or
     instrumentality  thereof,  or to secure partial,  progress,  advance or any
     other  payments by the Company to such  governmental  unit  pursuant to the
     provisions of any contract or statute;  (ii) any Lien  securing  industrial
     revenue,  development  or similar bonds issued by or for the benefit of the
     Company,  provided that such  industrial  revenue,  development  or similar
     bonds are nonrecourse to the Company;  and (iii) any Lien securing taxes or
     assessments or other applicable governmental charges or levies;


          (g) (i) any Lien which  arises  pursuant  to any order of  attachment,
     distraint  or  similar  legal  process  arising  in  connection  with court
     proceedings and any Lien which secures the reimbursement obligation for any
     bond obtained in connection  with an appeal taken in any court  proceeding,
     so long as the execution or other enforcement of such Lien arising pursuant
     to such legal process is effectively  stayed and the claims secured thereby
     are being contested in good faith and, if appropriate, by appropriate legal
     proceedings, or any Lien in favor of a plaintiff or defendant in any action
     before a court or tribunal as security for costs or  expenses;  or (ii) any
     Lien  arising by operation of law or by order of a court or tribunal or any
     lien  arising  by  an  agreement  of  similar  effect,  including,  without
     limitation, judgement liens; or

          (h) any extension,  renewal or replacement (or successive  extensions,
     renewals or replacements),  as a whole or in part, of any Liens referred to
     in the foregoing clauses, for amounts not exceeding the principal amount of
     the Debt  secured by the Lien so extended,  renewed or  replaced,  provided
     that such  extension,  renewal or  replacement  Lien is limited to all or a
     part of the same property or assets that were covered by the Lien extended,
     renewed or replaced (plus improvements on such property or assets).

     Notwithstanding the foregoing restrictions,  the Company shall be entitled,
in addition to amounts  permitted by this Section 1009,  to create  Indebtedness
secured by Liens to the extent provided in the second paragraph of Section 1010.

Section 1010. Limitation on Sale and Lease-Back Transactions.

     So long as any of the Debentures remain Outstanding,  the Company shall not
enter into any Sale and  Lease-Back  Transaction  unless:  (i) such  transaction
involves a lease for a temporary  period not to exceed  three  years;  (ii) such
transaction  is between the Company and an affiliate  of the Company;  (iii) the
Company  would be  entitled  to incur  Debt  secured  by a Lien on the assets or
property  involved  in  such  transaction  at  least  equal  in  amount  to  the
Attributable Debt with respect to such Sale and Lease-Back Transaction,  without
equally and ratably  securing the Debentures,  as provided in Section 1009; (iv)
such transaction is entered into within 90 days after the initial acquisition by
the  Company of the assets or  property  subject  to such  transaction;  (v) the
Company,  within the 12 months  preceding  the sale or transfer or the 12 months
following  the sale or  transfer,  regardless  of when such sale or transfer may
have been made by the  Company,  applies in the case of a sale or  transfer  for
cash, an amount equal to the net proceeds  thereof and, in the case of a sale or
transfer  otherwise  than for  cash,  an amount  equal to the fair  value of the
assets so leased at the time of entering into such arrangement (as determined by
the Board of Directors of the Company),  (a) to the retirement of Debt, incurred
or assumed by the Company  which by its terms  matures at, or is  extendible  or
renewable  at the option of the obligor to, a date more than 12 months after the
date of incurring,  assuming or  guaranteeing  such Debt or (b) to investment in
any assets of the Company.

     Notwithstanding  the  restrictions  on Liens set forth in Section  1009 and
restrictions on Sale and Lease-Back Transactions set forth in this Section 1010,
the Company  shall be  entitled,  in addition  to amounts  permitted  under such
restrictions, to create Indebtedness secured by Liens, or to enter into Sale and
Lease-Back  Transactions;  provided  that,  after  giving  effect  thereto,  the
aggregate  outstanding  amount of all such  Indebtedness  secured  by Liens plus
Attributable Debt resulting from such Sale and Lease-Back Transactions shall not
exceed 10% of Consolidated Net Tangible Assets.

Section 1011. Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any covenant
or condition set forth in this Indenture if before the time for such  compliance
the  Holders  of at least a  majority  in  principal  amount of the  Outstanding
Debentures  shall, by Act of such Holders,  either waive such compliance in such
instance or generally waive  compliance with such covenant or condition,  but no
such waiver shall extend to or affect such  covenant or condition  except to the
extent so expressly waived,  and, until such waiver shall become effective,  the
obligations  of the Company and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect.

                         ARTICLE ELEVEN ARTICLE ELEVEN

                       Defeasance and Covenant Defeasance

Section   1101.    Company's   Option   to   Effect   Defeasance   or   Covenant
DefeasanceSection  1101.  Company's  Option to  Effect  Defeasance  or  Covenant
Defeasance.

     The Company may elect,  at its option at any time,  to have Section 1102 or
Section 1103 applied to the  Outstanding  Debentures  upon  compliance  with the
conditions set forth below in this Article. Any such election shall be evidenced
by a Board Resolution.

Section 1102. Defeasance and DischargeSection 1102. Defeasance and Discharge.

     Upon the  Company's  exercise  of its option (if any) to have this  Section
applied to the Outstanding Debentures,  the Company shall be deemed to have been
discharged from its  obligations  with respect to such Debentures as provided in
this Section on and after the date the  conditions set forth in Section 1104 are
satisfied  (hereinafter called "Defeasance").  For this purpose, such Defeasance
means that the Company  shall be deemed to have paid and  discharged  the entire
indebtedness represented by the Outstanding Debentures and to have satisfied all
its other  obligations  under such Debentures and this Indenture insofar as such
Debentures are concerned (and the Trustee, at the expense of the Company,  shall
execute proper  instruments  acknowledging  the same),  subject to the following
which shall survive until otherwise terminated or discharged hereunder:  (1) the
rights of Holders of such  Debentures  to  receive,  solely  from the trust fund
described in Section 1104 and as more fully set forth in such Section,  payments
in respect of the principal of, premium (if any) and interest on such Debentures
when  payments  are due,  (2) the  Company's  obligations  with  respect to such
Debentures under Sections 304, 305, 306, 1002 and 1003, (3) the rights,  powers,
trusts,  duties and  immunities  of the Trustee  hereunder and (4) this Article.
Subject to compliance with this Article, the Company may exercise its option (if
any) to have this Section applied to the Outstanding Debentures  notwithstanding
the prior  exercise of its option (if any) to have  Section 1103 applied to such
Debentures.

Section 1103. Covenant DefeasanceSection 1103. Covenant Defeasance.

     Upon the  Company's  exercise  of its option (if any) to have this  Section
applied  to  any  Debentures,  (1)  the  Company  shall  be  released  from  its
obligations  under  Sections 801, 1006 and 1007,  and (2) the  occurrence of any
event  specified in Sections  501(3) (with  respect to any of Sections  1006 and
1007) or 501(4)  shall be deemed not to be or result in an Event of Default,  in
each case with  respect to such  Debentures  as provided in this  Section on and
after  the  date  the  conditions  set  forth  in  Section  1104  are  satisfied
(hereinafter  called  "Covenant  Defeasance").  For this purpose,  such Covenant
Defeasance means that, with respect to such Debentures,  the Company may omit to
comply with and shall have no  liability  in respect of any term,  condition  or
limitation set forth in any such  specified  Section (to the extent so specified
in the case of Section 501(3)),  whether directly or indirectly by reason of any
reference  elsewhere herein to any such Section or by reason of any reference in
any such Section to any other provision herein or in any other document, but the
remainder of this Indenture and such Debentures shall be unaffected thereby.

Section  1104.  Conditions to  Defeasance  or Covenant  DefeasanceSection  1104.
Conditions to Defeasance or Covenant Defeasance.

     The following shall be the conditions to the application of Section 1102 or
Section 1103 to the then Outstanding Debentures:

          (1) The  Company  shall  irrevocably  have  deposited  or caused to be
     deposited  with  the  Trustee  (or  another  trustee  which  satisfies  the
     requirements  contemplated  by Section  609 and  agrees to comply  with the
     provisions  of this Article  applicable  to it) as trust funds in trust for
     the  purpose  of making the  following  payments,  specifically  pledged as
     security for, and dedicated  solely to, the benefits of the Holders of such
     Debentures,  (A) money in an  amount,  or (B) U.S.  Government  Obligations
     which  through the  scheduled  payment of principal and interest in respect
     thereof in accordance with their terms will provide, not later than one day
     before  the  due  date  of  any  payment,  money  in an  amount,  or  (C) a
     combination  thereof,  in  each  case  sufficient,  in  the  opinion  of  a
     nationally recognized firm of independent public accountants expressed in a
     written  certification  thereof  delivered  to  the  Trustee,  to  pay  and
     discharge,  and which  shall be applied by the  Trustee  (or any such other
     qualifying  trustee) to pay and  discharge,  the principal of,  premium (if
     any) and interest on such Debentures on the respective  Stated  Maturities,
     in accordance with the terms of this Indenture and such Debentures. As used
     herein, "U.S. Government  Obligation" means (x) any security which is (i) a
     direct  obligation of the United States of America for the payment of which
     the full  faith and  credit of the  United  States of America is pledged or
     (ii) an obligation of a Person controlled or supervised by and acting as an
     agency or  instrumentality  of the United  States of America the payment of
     which is  unconditionally  guaranteed as a full faith and credit obligation
     by the United States of America,  which, in either case (i) or (ii), is not
     callable or  redeemable  at the option of the issuer  thereof,  and (y) any
     depositary  receipt issued by a bank (as defined in Section  3(a)(2) of the
     Securities Act) as custodian with respect to any U.S. Government Obligation
     which is  specified  in  Clause  (x)  above  and held by such  bank for the
     account of the holder of such  depositary  receipt,  or with respect to any
     specific  payment  of  principal  of or  interest  on any  U.S.  Government
     Obligation  which is so  specified  and  held,  provided  that  (except  as
     required by law) such  custodian is not  authorized  to make any  deduction
     from the amount payable to the holder of such  depositary  receipt from any
     amount  received  by  the  custodian  in  respect  of the  U.S.  Government
     Obligation  or the specific  payment of principal or interest  evidenced by
     such depositary receipt.

          (2) In the event of an  election  to have  Section  1102 apply to such
     Debentures,  the Company shall have  delivered to the Trustee an Opinion of
     Counsel  stating that (A) the Company has received  from, or there has been
     published by, the Internal  Revenue  Service a ruling or (B) since the date
     of this  instrument,  there  has been a change  in the  applicable  Federal
     income tax law,  in either  case (A) or (B) to the effect  that,  and based
     thereon such opinion  shall confirm  that,  the Holders of such  Debentures
     will not recognize gain or loss for Federal income tax purposes as a result
     of the deposit,  Defeasance  and  discharge to be effected  with respect to
     such  Debentures  and will be  subject  to  Federal  income tax on the same
     amount,  in the same  manner  and at the same times as would be the case if
     such deposit, Defeasance and discharge were not to occur.

          (3) In the event of an  election  to have  Section  1103 apply to such
     Debentures,  the Company shall have  delivered to the Trustee an Opinion of
     Counsel  to the  effect  that  the  Holders  of such  Debentures  will  not
     recognize  gain or loss for Federal  income tax purposes as a result of the
     deposit  and  Covenant  Defeasance  to be  effected  with  respect  to such
     Debentures and will be subject to Federal income tax on the same amount, in
     the same manner and at the same times as would be the case if such  deposit
     and Covenant Defeasance were not to occur.

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

          (5) No event which is, or after  notice or lapse of time or both would
     become,  an Event of Default  with  respect to such  Debentures  shall have
     occurred and be  continuing  at the time of such deposit or, with regard to
     any such event specified in Sections  501(5) and 501(6),  at any time on or
     prior to the 90th day after the date of such  deposit (it being  understood
     that this  condition  shall not be deemed  satisfied  until after such 90th
     day).

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

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

          (8) Such  Defeasance  or Covenant  Defeasance  shall not result in the
     trust arising from such deposit  constituting an investment  company within
     the  meaning  of the  Investment  Company  Act unless  such trust  shall be
     registered under such Act or exempt from registration thereunder.

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

Section 1105.  Deposited  Money and U.S.  Government  Obligations  to Be Held in
Trust; Miscellaneous ProvisionsSection 1105. Deposited Money and U.S. Government
Obligations to Be Held in Trust; Miscellaneous Provisions.

     Subject to the  provisions of the last paragraph of Section 1003, all money
and U.S. Government  Obligations (including the proceeds thereof) deposited with
the Trustee or other qualifying trustee (solely for purposes of this Section and
Section  1106,   the  Trustee  and  any  such  other  trustee  are  referred  to
collectively  as the  "Trustee")  pursuant  to  Section  1104 in  respect of the
Outstanding  Debentures  shall be held in trust and applied by the  Trustee,  in
accordance  with the provisions of such  Debentures and this  Indenture,  to the
payment, either directly or through any such Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine,  to the Holders of
such  Debentures,  of all sums due and to  become  due  thereon  in  respect  of
principal and interest,  but money so held in trust need not be segregated  from
other funds except to the extent required by law.

     The Company  shall pay and  indemnify  the Trustee  against any tax, fee or
other  charge  imposed on or assessed  against the U.S.  Government  Obligations
deposited  pursuant to Section 1104 or the  principal  and interest  received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Debentures.

     Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon  Company  Request any money
or U.S.  Government  Obligations  held by it as  provided  in Section  1104 with
respect to the  Outstanding  Debentures  which,  in the opinion of a  nationally
recognized  firm  of  independent  public  accountants  expressed  in a  written
certification  thereof  delivered  to the  Trustee,  are in excess of the amount
thereof which would then be required to be deposited to effect the Defeasance or
Covenant Defeasance, as the case may be, with respect to such Debentures.

Section 1106. ReinstatementSection 1106. Reinstatement.

     If the  Trustee  or the  Paying  Agent  is  unable  to apply  any  money in
accordance  with this  Article  with respect to the  Outstanding  Debentures  by
reason  of  any  order  or  judgment  of any  court  or  governmental  authority
enjoining,  restraining  or otherwise  prohibiting  such  application,  then the
obligations  under this Indenture and such Debentures from which the Company has
been  discharged  or released  pursuant to Section 1102 or 1103 shall be revived
and  reinstated as though no deposit had occurred  pursuant to this Article with
respect to such  Debentures,  until such time as the Trustee or Paying  Agent is
permitted to apply all money held in trust pursuant to Section 1105 with respect
to such Debentures in accordance with this Article;  provided,  however, that if
the Company makes any payment of principal of or interest on any such  Debenture
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Debentures to receive such payment
from the money so held in trust.


<PAGE>



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

                                               CINERGY CORP.


                                               By /S/ WILLIAM L. SHEAFER
                                                       William L. Sheafer
                                                 Vice President and Treasurer



                                               FIFTH THIRD BANK


                                               By /S/ KERRY R. BYRNE
                                                       Kerry R. Byrne
                                                       Vice President







<PAGE>



                                   EXHIBIT A-1

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

                                         (FORM OF FACE OF DEBENTURE)

No. R-1                                                             $__________

CUSIP No.

                                  CINERGY CORP.

                            6.53% DEBENTURE DUE 2008

[UNLESS THIS  CERTIFICATE  IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE  OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION  ("DTC"),  TO THE ISSUER OR ITS
AGENT FOR  REGISTRATION  OF TRANSFER,  EXCHANGE,  OR PAYMENT AND ANY CERTIFICATE
ISSUED  IS  REGISTERED  IN THE NAME OF CEDE & CO.  OR IN SUCH  OTHER  NAME AS IS
REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF DTC (AND ANY PAYMENT IS MADE TO
CEDE  &  CO.  OR  TO  SUCH  OTHER  ENTITY  AS  IS  REQUESTED  BY  AN  AUTHORIZED
REPRESENTATIVE  OF DTC), ANY TRANSFER,  PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL,  INASMUCH AS THE  REGISTERED  OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.])footnote  reference)FICIAL INTEREST
HEREIN,  THE HOLDER:  (1) REPRESENTS  THAT (A) IT IS A "QUALIFIED  INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES  ACT) (A "QIB"),  OR (B) IT
HAS  ACQUIRED  THIS  DEBENTURE IN AN OFFSHORE  TRANSACTION  IN  COMPLIANCE  WITH
REGULATION  S UNDER THE  SECURITIES  ACT,  (2) AGREES THAT IT WILL NOT RESELL OR
OTHERWISE  TRANSFER  THIS  DEBENTURE  EXCEPT  (A) TO THE  COMPANY  OR ANY OF ITS
SUBSIDIARIES,  (B) TO A PERSON  WHOM THE  SELLER  REASONABLY  BELIEVES  IS A QIB
PURCHASING  FOR ITS OWN  ACCOUNT OR FOR THE  ACCOUNT  OF A QIB IN A  TRANSACTION
MEETING THE  REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE  TRANSACTION  MEETING
THE  REQUIREMENTS OF RULE 903 OR 904 OF THE SECURITIES ACT, (D) IN A TRANSACTION
MEETING THE  REQUIREMENTS  OF RULE 144 UNDER THE SECURITIES ACT, OR (E) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE
APPLICABLE  SECURITIES  LAWS OF ANY  STATE OF THE  UNITED  STATES  OR ANY  OTHER
APPLICABLE  JURISDICTION  AND (3) AGREES THAT IT WILL  DELIVER TO EACH PERSON TO
WHOM THIS DEBENTURE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE  SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND. AS USED HEREIN,  THE TERMS "OFFSHORE  TRANSACTION"
AND "UNITED  STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S
UNDER THE  SECURITIES  ACT. THE  INDENTURE  CONTAINS A PROVISION  REQUIRING  THE
TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS DEBENTURE IN VIOLATION OF THE
FOREGOING.

         CINERGY CORP., a corporation duly organized and existing under the laws
of the State of Delaware  (herein called the "Company",  which term includes any
successor Person under the Indenture hereafter referred to), for value received,
hereby promises to pay to CEDE & CO., or registered  assigns,  the principal sum
of Two Hundred Million and No/100 Dollars  ($200,000,000)  on December 16, 2008,
and to pay, on June 16 and  December 16 of each year,  commencing  June 16, 1999
(each an "Interest  Payment Date"),  interest  thereon from December 16, 1998 or
from the most recent  Interest  Payment Date to which  interest has been paid or
duly provided for at the rate of 6.53% per annum,  until the principal hereof is
paid or made  available  for  payment.  The  amount of  interest  payable on any
Interest Payment Date shall be computed on the basis of a 360-day year of twelve
30-day months.  The interest so payable,  and  punctually  paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid to
the Person in whose name this Debenture (or one or more Predecessor  Debentures)
is  registered  at the close of  business  on the  Regular  Record Date for such
interest,  which shall be the Business Day  immediately  preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided for will
forthwith  cease to be payable to the Holder on such Regular Record Date and may
either  be paid to the  Person  in whose  name  this  Debenture  (or one or more
Predecessor  Debentures)  is  registered  at the close of  business on a Special
Record  Date  for the  payment  of such  Defaulted  Interest  to be fixed by the
Trustee,  notice  whereof shall be given to Holders of Debentures of this series
not less than 10 days prior to such Special  Record Date, or be paid at any time
in any  other  lawful  manner  not  inconsistent  with the  requirements  of any
securities  exchange on which the  Debentures of this series may be listed,  and
upon such notice as may be required by such exchange, all as more fully provided
in the Indenture.

         Subject  to  agreements  with  or the  rules  of  DTC or any  successor
book-entry  security system or similar system with respect to Global Debentures,
payment of the principal of (and premium, if any) and interest on this Debenture
will be made at the office or agency of the Company  maintained for that purpose
in the City of  Cincinnati,  in such coin or  currency  of the United  States of
America  as at the time of payment  is legal  tender  for  payment of public and
private debts;  provided,  however, that at the option of the Company payment of
interest  may be made by check  mailed to the  address  of the  Person  entitled
thereto as such address shall appear in the Debenture Register.

         Any  payment on this  Debenture  due on any day which is not a Business
Day  need  not be made  on such  day,  but  may be made on the  next  succeeding
Business  Day with the same  force and  effect as if made on the due date and no
interest  shall  accrue for the period  from and after  such date,  unless  such
payment is a payment at  maturity  or upon  redemption,  in which case  interest
shall accrue thereon at the stated rate for such additional days.

         As used herein,  "Business Day" means each Monday, Tuesday,  Wednesday,
Thursday and Friday which is not a day on which banking institutions in the City
of New York are authorized or obligated by law, regulation or executive order to
close.

         Reference is hereby made to the further  provisions  of this  Debenture
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

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


         In Witness  Whereof,  the Company has caused this instrument to be duly
executed.

                                                CINERGY CORP.


                                               By..............................




                          CERTIFICATE OF AUTHENTICATION

Dated:

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

                                              FIFTH THIRD BANK,
                                                              as Trustee

                                              By...............................
                                                      Authorized Signatory





                                                


<PAGE>



                         (FORM OF REVERSE OF DEBENTURE)

This  Debenture is one of a duly  authorized  issue of securities of the Company
(herein  called  the  "Debentures"),  issued  under  an  Indenture,  dated as of
December 16, 1998 (the "Indenture") between the Company and Fifth Third Bank, as
Trustee (herein called the "Trustee",  which term includes any successor trustee
under the  Indenture),  and  reference  is hereby  made to the  Indenture  for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company,  the Trustee and the Holders of the Debentures and of
the terms  upon  which the  Debentures  are,  and are to be,  authenticated  and
delivered.  This  Debenture is one of the series  designated on the face hereof,
limited in aggregate  principal amount to $200,000,000.  Capitalized  terms used
herein  shall  have  the  meanings  assigned  to  them in the  Indenture  unless
otherwise indicated.

The Debentures will not be subject to any sinking fund.

The  Debentures  are  redeemable,  in whole or from time to time in part, at the
option of the Company on any date (each,  a  "Redemption  Date") at a redemption
price equal to the greater of (a) 100% of the principal amount of the Debentures
to be redeemed and (b) the sum of the present values of the remaining  scheduled
payments of principal and interest  thereon  (exclusive  of interest  accrued to
such Redemption  Date)  discounted to such Redemption Date on a semiannual basis
(assuming a 360-day year  consisting  of twelve  30-day  months) at the Treasury
Rate plus 25 basis points,  plus, in either case, accrued and unpaid interest on
the principal amount being redeemed to such Redemption Date. Notwithstanding the
foregoing,  installments  of interest on the Debentures that are due and payable
on an Interest Payment Date falling on or prior to the relevant  Redemption Date
will be payable  to the  Holders of such  Debentures  registered  as such at the
close of business on the  relevant  Regular  Record Date  according to the terms
hereof and the provisions of the Indenture.

"Treasury  Rate" means,  with respect to any Redemption  Date for Debentures (a)
the yield,  under the heading that  represents  the average for the  immediately
preceding week,  appearing in the most recently  published  statistical  release
designated  "H.15(519)" or any successor publication that is published weekly by
the Board of Governors of the Federal Reserve System and that establishes yields
on  actively  traded  United  States  Treasury  securities  adjusted to constant
maturity  under the caption  "Treasury  Constant  Maturities,"  for the maturity
corresponding  to the Comparable  Treasury Issue (if no maturity is within three
months  before or after the Final  Maturity  Date,  yields for the two published
maturities most closely  corresponding to the Comparable Treasury Issue shall be
determined and the Treasury Rate shall be interpolated or extrapolated from such
yields on a straight-line  basis,  rounding to the nearest month) or (b) if such
release (or any successor  release) is not published  during the week  preceding
the calculation  date or does not contain such yields,  the rate per annum equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue,
calculated  using a price for the  Comparable  Treasury  Issue  (expressed  as a
percentage of its principal  amount) equal to the Comparable  Treasury Price for
such  Redemption  Date.  The  Treasury  Rate  shall be  calculated  on the third
Business Day preceding the Redemption Date. As used in the immediately preceding
sentence and in the definition of "Reference  Treasury Dealer Quotations" below,
the term  "Business  Day" means each Monday,  Tuesday,  Wednesday,  Thursday and
Friday which is not a day on which banking  institutions in The City of New York
are authorized or obligated by law or executive order to close.

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

"Independent  Investment Banker" means Morgan Stanley & Co.  Incorporated or, if
such firm is unwilling or unable to select the  Comparable  Treasury  Issue,  an
independent investment banking institution of national standing appointed by the
Trustee after consultation with the Company.

"Comparable  Treasury Price" means,  with respect to any Redemption Date for the
Debentures (a) the average of four Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest such Reference  Treasury
Dealer Quotations,  or (b) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.

"Reference Treasury Dealer" means each of Morgan Stanley & Co. Incorporated, ABN
AMRO  Incorporated and Chase  Securities Inc. and their  respective  successors;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company will substitute therefor another Primary Treasury Dealer.

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

"Final Maturity Date" means December 16, 2008.

Notice of any  redemption by the Company will be mailed at least 30 days but not
more  than 60 days  before  the  relevant  Redemption  Date  to each  holder  of
Debentures to be redeemed. If less than all the Debentures are to be redeemed at
the option of the Company,  the Trustee will select,  in such manner as it deems
fair and appropriate, the Debentures to be redeemed.

Unless the Company defaults in payment of the redemption price, on and after the
Redemption  Date  interest  will cease to accrue on the  Debentures  or portions
thereof called for redemption.

The  Indenture  contains  provisions  for  defeasance  at any time of the entire
indebtedness  of the Debentures or certain  restrictive  covenants and Events of
Default with respect to the Debentures upon  compliance with certain  conditions
set forth in the Indenture.

If an Event of Default with respect to Debentures shall occur and be continuing,
the  principal of the  Debentures  may be declared due and payable in the manner
and with the effect provided in the Indenture.

The  Indenture  permits,  with  certain  exceptions  as  therein  provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company and the rights of the Holders of the  Debentures any time by the Company
and the  Trustee  with the  consent of the  Holders of a majority  in  principal
amount of the  Debentures at the time  Outstanding.  The Indenture also contains
provisions  permitting  the  Holders of a majority  in  principal  amount of the
Debentures at the time Outstanding,  on behalf of the Holders of all Debentures,
to waive compliance by the Company with certain  provisions of the Indenture and
certain past  defaults  under the  Indenture  and their  consequences.  Any such
consent  or  waiver by the  Holder of this  Debenture  shall be  conclusive  and
binding upon such Holder and upon all future  Holders of this  Debenture  and of
any Debenture  issued upon the  registration  of transfer  hereof or in exchange
hereof or in lieu  hereof,  whether or not notation of such consent or waiver is
made upon this Debenture.

As provided in and subject to the  provisions  of the  Indenture,  the Holder of
this Debenture shall not have the right to institute any proceeding with respect
to the  Indenture  or for the  appointment  of a receiver  or trustee or for any
other  remedy  thereunder,  unless such Holder shall have  previously  given the
Trustee  written  notice of a  continuing  Event of Default  with respect to the
Debentures,  the  Holders  of not  less  than  35% in  principal  amount  of the
Debentures  at the time  Outstanding  shall  have made  written  request  to the
Trustee to institute  proceedings in respect of such Event of Default as Trustee
and offered the Trustee reasonably satisfactory indemnity, and the Trustee shall
not have  received  from the  Holders  of a  majority  in  principal  amount  of
Debentures at the time Outstanding a direction  inconsistent  with such request,
and shall  have  failed to  institute  any such  proceeding,  for 60 days  after
receipt of such notice, request and offer of indemnity.  The foregoing shall not
apply to any suit instituted by the Holder of this Debenture for the enforcement
of any payment of principal hereof or any premium or interest hereon on or after
the respective due dates expressed herein.

No reference  herein to the Indenture  and no provision of this  Debenture or of
the  Indenture  shall alter or impair the  obligation  of the Company,  which is
absolute  and  unconditional,  to pay the  principal  of,  premium  (if any) and
interest  on this  Debenture  at the times,  place and rate,  and in the coin or
currency, herein prescribed. As provided in the Indenture and subject to certain
limitations  therein set forth, the transfer of this Debenture is registrable in
the Debenture  Register,  upon surrender of this Debenture for  registration  of
transfer at the office or agency of the Company in any place where the principal
of, premium (if any) and interest on this  Debenture are payable,  duly endorsed
by, or accompanied by a written  instrument of transfer in form  satisfactory to
the Company and the Debenture  Registrar  duly executed by, the Holder hereof or
his  attorney  duly  authorized  in  writing,  and  thereupon  one or  more  new
Debentures of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

The  Debentures  are  issuable  only  in  registered  form  without  coupons  in
denominations of $100,000 and any integral multiple of $1,000 above that amount.
The transfer of Debentures  may be registered and Debentures may be exchanged as
provided in the Indenture.

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

Prior to due  presentment of this Debenture for  registration  of transfer,  the
Company,  the  Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this  Debenture is  registered  as the owner hereof for all
purposes, whether or not this Debenture be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Debenture  which are defined in the Indenture  shall have
the meanings  assigned to them in the  Supplemental  Indenture  unless otherwise
indicated.


                                                 


<PAGE>



                                 ASSIGNMENT FORM

To  assign  this  Debenture,  fill in the form  below:  (I) or (we)  assign  and
transfer this Debenture to


                                (Insert assignee's soc. sec. or tax I.D. no.)








                           (Print or type assignee's name, address and zip code)

and  irrevocably  appoint   ________________________________  to  transfer  this
Debenture on the books of the Company.  The agent may substitute  another to act
for him.



Date:                                   


               Your Signature:                                         
               (Sign exactly as your name appears on the face of this Debenture)



               Signature Guarantee:

                                                 



1 This should be included only if the Debenture is issued in global form.


<PAGE>



          [SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL DEBENTURE]2


     [The following exchanges of a part of this Global Debenture for an interest
in another  Global  Debenture or for a Definitive  Debenture,  or exchanges of a
part of another  Global  Debenture or Definitive  Debenture,  for an interest in
this Global Debenture, have been made:

                                          Principal
            Amount of      Amount of      Amount of
            decrease in    increase in    this Global       Signature of
            Principal      Principal      Debenture         authorized
            Amount of      Amount of      following such    officer of Trustee
Date of     this Global    this Global    decrease (or      or Debenture
Exchange    Debenture      Debenture      increase)         Custodian


           


Date of Exchange



--------
2 This should be included only if the Debenture is issued in global form.

                                                 


<PAGE>



                                   EXHIBIT A-2
                (FACE OF REGULATION S TEMPORARY GLOBAL DEBENTURE)


         The form of this  Debenture  shall be the same as Exhibit  A-1,  except
that the following new paragraph shall be added  immediately  prior to the first
paragraph thereof:

THE RIGHTS  ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL  DEBENTURE,  AND THE
CONDITIONS AND PROCEDURES  GOVERNING ITS EXCHANGE FOR  CERTIFICATED  DEBENTURES,
ARE AS SPECIFIED IN THE  INDENTURE (AS DEFINED  HEREIN).  NEITHER THE HOLDER NOR
THE BENEFICIAL  OWNERS OF THIS REGULATION S TEMPORARY  GLOBAL DEBENTURE SHALL BE
ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.



                                                    


<PAGE>



                                    EXHIBIT B
                         FORM OF CERTIFICATE OF TRANSFER


Cinergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202

Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263


         Re:      6.53% Debentures due 2008 of Cinergy Corp.,
                  a Delaware corporation                              

     Reference  is hereby made to the  Indenture  dated as of December  16, 1998
among  Cinergy  Corp.   (the  "Company")  and  Fifth  Third  Bank,  as  trustee.
Capitalized  terms used but not defined  herein shall have the meanings given to
them in the Indenture.

     ______________,  (the  "Transferor")  owns and  proposes  to  transfer  the
Debenture[s] or interest in such  Debenture[s]  specified in Annex A hereto,  in
the principal  amount of  $___________  in such  Debenture[s]  or interests (the
"Transfer"),  to __________ (the "Transferee"),  as further specified in Annex A
hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

         1. |_| Check if Transferee will take delivery of a beneficial  interest
in the 144A Global  Debenture or a Definitive  Debenture  Pursuant to Rule 144A.
The  Transfer is being  effected  pursuant to and in  accordance  with Rule 144A
under the United  States  Securities  Act of 1933,  as amended (the  "Securities
Act"),  and,  accordingly,  the  Transferor  hereby  further  certifies that the
beneficial  interest or Definitive  Debenture is being  transferred  to a Person
that  the  Transferor   reasonably  believed  and  believes  is  purchasing  the
beneficial  interest or Definitive  Debenture for its own account, or for one or
more  accounts  with  respect to which such  Person  exercises  sole  investment
discretion,  and such Person and each such account is a "qualified institutional
buyer" within the meaning of Rule 144A in a transaction meeting the requirements
of Rule 144A and such Transfer is in  compliance  with any  applicable  Blue Sky
securities  laws of any state of the United  States.  Upon  consummation  of the
proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive  Debenture will be subject to the restrictions
on transfer  enumerated in the Private Placement Legend printed on the Rule 144A
Global  Debenture  and/or the Definitive  Debenture and in the Indenture and the
Securities Act.

         2. |_| Check if Transferee will take delivery of a beneficial  interest
in the  Temporary  Regulation  S  Global  Debenture,  the  Regulation  S  Global
Debenture or a Definitive  Debenture  pursuant to  Regulation S. The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and,  accordingly,  the Transferor  hereby further certifies that
(i) the  Transfer is not being made to a person in the United  States and (x) at
the time the buy order was  originated,  the  Transferee  was outside the United
States  or such  Transferor  and any  Person  acting  on its  behalf  reasonably
believed and believes that the  Transferee  was outside the United States or (y)
the  transaction  was executed in, on or through the  facilities of a designated
offshore  Debentures market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States,  (ii) no directed selling efforts have been made in contravention of the
requirements  of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act,  (iii)  the  transaction  is not  part of a plan or  scheme  to  evade  the
registration  requirements  of the  Securities  Act  and  (iv)  if the  proposed
transfer is being made prior to the  expiration of the  Restricted  Period,  the
transfer  is not being made to a U.S.  Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed
transfer  in  accordance  with  the  terms  of the  Indenture,  the  transferred
beneficial interest or Definitive  Debenture will be subject to the restrictions
on Transfer enumerated in the Private Placement Legend printed on the Regulation
S Global  Debenture,  the  Temporary  Regulation S Global  Debenture  and/or the
Definitive Debenture and in the Indenture and the Securities Act.

     3. |_| Check and complete if Transferee  will take delivery of a beneficial
interest in a Definitive  Debenture  pursuant to any provision of the Securities
Act other than Rule 144A or  Regulation  S. The  Transfer  is being  effected in
compliance with the transfer restrictions  applicable to beneficial interests in
Restricted Global Debentures and Restricted  Definitive  Debentures and pursuant
to and in  accordance  with  the  Securities  Act and any  applicable  Blue  Sky
securities  laws  of any  state  of  the  United  States,  and  accordingly  the
Transferor hereby further certifies that (check one):

          (a) |_| such Transfer is being effected  pursuant to and in accordance
     with Rule 144 under the Securities Act;

                                       or

          (b) |_| such Transfer is being effected to the Company or a subsidiary
     thereof;

                                       or

          (c) |_| such  Transfer  is being  effected  pursuant  to an  effective
     registration  statement under the Securities Act and in compliance with the
     prospectus delivery requirements of the Securities Act.

         4. |_| Check if Transferee will take delivery of a beneficial  interest
in an Unrestricted Global Debenture or an Unrestricted Definitive Debenture.

                  (a) |_| Check if Transfer  is  pursuant  to Rule 144.  (i) The
         Transfer is being effected  pursuant to and in accordance with Rule 144
         under  the  Securities   Act  and  in  compliance   with  the  transfer
         restrictions  contained in the  Indenture and any  applicable  Blue Sky
         securities  laws  of any  state  of the  United  States  and  (ii)  the
         restrictions  on transfer  contained in the  Indenture  and the Private
         Placement Legend are not required in order to maintain  compliance with
         the  Securities  Act.  Upon  consummation  of the proposed  Transfer in
         accordance with the terms of the Indenture,  the transferred beneficial
         interest  or  Definitive  Debenture  will no longer be  subject  to the
         restrictions  on transfer  enumerated in the Private  Placement  Legend
         printed on the Restricted Global Debentures,  on Restricted  Definitive
         Debentures and in the Indenture.

               (b) |_| Check if Transfer is  Pursuant to  Regulation  S. (i) The
          Transfer is being effected pursuant to and in accordance with Rule 903
          or Rule  904  under  the  Securities  Act and in  compliance  with the
          transfer  restrictions  contained in the Indenture and any  applicable
          Blue Sky  securities  laws of any state of the United  States and (ii)
          the  restrictions  on  transfer  contained  in the  Indenture  and the
          Private  Placement  Legend  are not  required  in  order  to  maintain
          compliance with the Securities Act. Upon  consummation of the proposed
          Transfer  in  accordance   with  the  terms  of  the  Indenture,   the
          transferred beneficial interest or Definitive Debenture will no longer
          be subject to the  restrictions on transfer  enumerated in the Private
          Placement  Legend  printed on the  Restricted  Global  Debentures,  on
          Restricted Definitive Debentures and in the Indenture.

     This  certificate  and the  statements  contained  herein are made for your
benefit and the benefit of the Company.


                                                     [Insert Name of Transferor]


                                                     By:            
                                                     Name:
                                                     Title:


Dated:                          

                                                     


<PAGE>



                       ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

     (a) |_| a beneficial interest in the:

          (i) |_| 144A Global Debenture (CUSIP __________), or

          (ii) |_| Regulation S Global Debenture (CUSIP __________); or

     (b) |_| a Restricted Definitive Debenture.



2. After the Transfer the Transferee will hold:

                                   [CHECK ONE]

     (a) |_| a beneficial interest in the:

          (i) |_| 144A Global Debenture (CUSIP __________), or

          (ii) |_| Regulation S Global Debenture (CUSIP __________), or

          (iii) |_| Unrestricted Global Debenture without Transfer  restrictions
          (CUSIP __________); or

     (b) |_| a Restricted Definitive Debenture; or

     (c) |_| an Unrestricted Definitive Debenture,

     in accordance with the terms of the Indenture.


                                                     


<PAGE>


                                    EXHIBIT C
                         FORM OF CERTIFICATE OF EXCHANGE


Cinergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202

Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263

         Re:      6.53% Debentures due 2008 of Cinergy Corp.,
                  a Delaware corporation                             

                                            (CUSIP:                  )

     Reference  is hereby made to the  Indenture  dated as of December  16, 1998
among  Cinergy  Corp.   (the  "Company")  and  Fifth  Third  Bank,  as  trustee.
Capitalized  terms used but not defined  herein shall have the meanings given to
them in the Indenture.

     ____________________,  (the  "Owner")  owns and  proposes to  exchange  the
Debenture[s] or interest in such Debenture[s] specified herein, in the principal
amount of  $_______________  in such Debenture[s] or interests (the "Exchange").
In connection with the Exchange, the Owner hereby certifies that:

1. Exchange of  Restricted  Definitive  Debentures or Beneficial  Interests in a
Restricted Global Debenture for Unrestricted Definitive Debentures or Beneficial
Interests in an Unrestricted Global Debenture

     (a) |_| Check if  Exchange  is from  beneficial  interest  in a  Restricted
Global Debenture to beneficial interest in an Unrestricted Global Debenture.  In
connection with the Exchange of the Owner's beneficial  interest in a Restricted
Global Debenture for a beneficial  interest in an Unrestricted  Global Debenture
in an equal  principal  amount,  the Owner hereby  certifies (i) the  beneficial
interest is being acquired for the Owner's own account  without  transfer,  (ii)
such  Exchange has been effected in  compliance  with the transfer  restrictions
applicable to the Global  Debentures and pursuant to and in accordance  with the
United States Securities Act of 1933, as amended (the "Securities  Act"),  (iii)
the  restrictions  on  transfer  contained  in the  Indenture  and  the  Private
Placement  Legend are not  required  in order to  maintain  compliance  with the
Securities  Act and (iv)  the  beneficial  interest  in an  Unrestricted  Global
Debenture  is  being  acquired  in  compliance  with  any  applicable  Blue  Sky
securities laws of any state of the United States.

     (b) |_| Check if  Exchange  is from  beneficial  interest  in a  Restricted
Global Debenture to Unrestricted  Definitive  Debenture.  In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Debenture for
an  Unrestricted  Definitive  Debenture,  the  Owner  hereby  certifies  (i) the
Definitive  Debenture  is being  acquired  for the Owner's  own account  without
transfer,  (ii) such Exchange has been effected in compliance  with the transfer
restrictions  applicable to the Restricted Global Debentures and pursuant to and
in  accordance  with the  Securities  Act,  (iii) the  restrictions  on transfer
contained in the Indenture and the Private  Placement Legend are not required in
order to maintain  compliance  with the  Securities  Act and (iv) the Definitive
Debenture  is  being  acquired  in  compliance  with  any  applicable  Blue  Sky
securities laws of any state of the United States.

     (c) |_|  Check if  Exchange  is from  Restricted  Definitive  Debenture  to
beneficial interest in an Unrestricted Global Debenture.  In connection with the
Owner's Exchange of a Restricted  Definitive Debenture for a beneficial interest
in an  Unrestricted  Global  Debenture,  the  Owner  hereby  certifies  (i)  the
beneficial  interest is being  acquired  for the  Owner's  own  account  without
transfer,  (ii) such Exchange has been effected in compliance  with the transfer
restrictions  applicable to Restricted Definitive Debentures and pursuant to and
in  accordance  with the  Securities  Act,  (iii) the  restrictions  on transfer
contained in the Indenture and the Private  Placement Legend are not required in
order to maintain  compliance  with the  Securities  Act and (iv) the beneficial
interest is being acquired in compliance with any applicable Blue Sky securities
laws of any state of the United States.

     (d) |_|  Check if  Exchange  is from  Restricted  Definitive  Debenture  to
Unrestricted  Definitive Debenture. In connection with the Owner's Exchange of a
Restricted Definitive Debenture for an Unrestricted  Definitive  Debenture,  the
Owner  hereby  certifies  (i) the  Unrestricted  Definitive  Debenture  is being
acquired for the Owner's own account  without  transfer,  (ii) such Exchange has
been  effected  in  compliance  with the  transfer  restrictions  applicable  to
Restricted  Definitive  Debentures  and pursuant to and in  accordance  with the
Securities Act, (iii) the  restrictions  on transfer  contained in the Indenture
and the  Private  Placement  Legend  are  not  required  in  order  to  maintain
compliance  with  the  Securities  Act  and  (iv)  the  Unrestricted  Definitive
Debenture  is  being  acquired  in  compliance  with  any  applicable  Blue  Sky
securities laws of any state of the United States.

2. Exchange of  Restricted  Definitive  Debentures  or  Beneficial  Interests in
Restricted Global Debentures for Restricted  Definitive Debentures or Beneficial
Interests in Restricted Global Debentures.

     (a) |_| Check if  Exchange  is from  beneficial  interest  in a  Restricted
Global  Debenture to Restricted  Definitive  Debenture.  In connection  with the
Exchange of the Owner's beneficial interest in a Restricted Global Debenture for
a Restricted  Definitive  Debenture with an equal  principal  amount,  the Owner
hereby certifies that the Restricted  Definitive Debenture is being acquired for
the Owner's own account  without  transfer.  Upon  consummation  of the proposed
Exchange  in  accordance  with  the  terms  of  the  Indenture,  the  Restricted
Definitive  Debenture  issued will continue to be subject to the restrictions on
transfer  enumerated in the Private  Placement  Legend printed on the Restricted
Definitive Debenture and in the Indenture and the Securities Act.

     (b) |_|  Check if  Exchange  is from  Restricted  Definitive  Debenture  to
beneficial  interest in a Restricted  Global  Debenture.  In connection with the
Exchange  of  the  Owner's  Restricted  Definitive  Debenture  for a  beneficial
interest  in the  [CHECK  ONE] "144A  Global  Debenture,"  "Regulation  S Global
Debenture," with an equal principal  amount,  the Owner hereby certifies (i) the
beneficial  interest is being  acquired  for the  Owner's  own  account  without
transfer  and (ii)  such  Exchange  has been  effected  in  compliance  with the
transfer  restrictions  applicable  to  the  Restricted  Global  Debentures  and
pursuant to and in accordance  with the Securities  Act, and in compliance  with
any applicable Blue Sky securities laws of any state of the United States.  Upon
consummation  of the  proposed  Exchange  in  accordance  with the  terms of the
Indenture, the beneficial interest issued will be subject to the restrictions on
transfer  enumerated  in the Private  Placement  Legend  printed on the relevant
Restricted Global Debenture and in the Indenture and the Securities Act.

     This  certificate  and the  statements  contained  herein are made for your
benefit and the benefit of the Issuer.



                                                     [Insert Name of Owner]


                                                     By:         
                                                     Name:
                                                     Title:
 .